**SECOND
      AMENDED AND RESTATED**




**LIMITED
      LIABILITY COMPANY AGREEMENT**




**OF**




**CCE
      HOLDINGS, LLC**









**dated
      as of _______, 2006**















































LLC
      Agreement.DOC










**SECOND
      AMENDED AND RESTATED**




**LIMITED
      LIABILITY COMPANY AGREEMENT**




**OF**




**CCE
      HOLDINGS, LLC**




This
      Second Amended and Restated Limited Liability Company Agreement of CCE Holdings,
      LLC, a Delaware limited liability company (the “ Company ”),
      is
      entered into as of this ___ day of ________, 2006, by and between Energy
      Transfer Partners, L.P., a Delaware limited partnership, CCE Acquisition, LLC,
      a
      Delaware limited liability company, and CCEA Corp., a Delaware
      corporation.




**W
      I T N E S S E T H:**




WHEREAS,
      the Certificate of Formation of the Company was filed with the Secretary of
      State of Delaware on May 14, 2004, in accordance with the Delaware Limited
      Liability Company Act;




WHEREAS,
      the parties hereto are the sole members of the Company; and




WHEREAS,
      the parties hereto desire to amend and restate the limited liability company
      agreement of the Company as set forth herein in order to provide for the manner
      in which the Company shall be governed and operated subsequent to the date
      hereof; and




NOW,
      THEREFORE, in consideration of the premises hereof, and of the mutual covenants
      and agreements contained herein, the receipt, adequacy and sufficiency of which
      are hereby acknowledged, the parties hereto hereby agree as
      follows:




**ARTICLE
      I.**


**DEFINITIONS**




1.1  Defined
      Terms .
      The
      following terms have the meanings hereinafter indicated whenever used in this
      Agreement with initial capital letters:




“ Accepting
      Member ”
shall
      have the meaning specified in Section
      5.1(b)(i) .




“ Act ”
shall
      mean the Delaware Limited Liability Company Act, at Del. Code Ann., Title 6,
      Section 18-101, et  seq .,
      as
      amended.




“ Adjusted
      Capital Account ”
shall
      mean, with respect to any Member, the balance in such Member’s Capital Account
      as of the end of the relevant Fiscal Year, after giving effect to the following
      adjustments:




(a)  Crediting
      to such Capital Account any amounts that such Member is obligated to restore
      pursuant to this Agreement or is deemed to be obligated to restore pursuant
      to
      Regulations Sections 1.704-1(b)(2)(ii)(b)(3), 1.704-1(b)(2)(ii)(c),
      1.704-2(g)(1) and 1.704-2(i)(5); and












(b)  Debiting
      to such Capital Account the items described in Regulations Sections
      1.704-1(b)(2)(ii) (d)(4), (5) and (6).




The
      foregoing definition of “Adjusted Capital Account” is intended to comply with
      the provisions of Regulations Section 1.704-1(b)(2)(ii) *(d)* and
      shall
      be interpreted consistently therewith.




“ Adjusted
      Capital Account Deficit ”
shall
      mean, with respect to any Member, the deficit balance, if any, in such Member’s
      Adjusted Capital Account.




“ Administrative
      Services Agreement ”
shall
      mean the Amended and Restated Administrative Services Agreement substantially
      in
      the form of Exhibit
      C or in
      such other form as shall be approved by the Executive Committee.




“ Administrative
      Services Provider ”
shall
      mean the Person that from time to time shall be a party to the Administrative
      Services Agreement with the Company.




“ Affiliate ”
shall
      mean, with respect to a Person, another Person that directly or indirectly
      controls, is controlled by or is under common control with such first Person.
      For purposes of this definition, “control” (including, with correlative
      meanings, the terms “controlling”, “controlled by” and “under common control
      with”), as applied to any Person, means the possession, directly or indirectly,
      of the power to vote a majority of the securities having voting power for the
      election of directors of such Person or otherwise to direct or cause the
      direction of the management and policies of that Person, whether through
      ownership of voting securities, by contract or otherwise.




“ Aggregate
      Percentage Interest ”
shall
      mean, with respect to each Member, its proportionate interest, expressed as
      a
      percentage, in the residual Profits, Losses and distributions of the Company
      to
      which the Members are entitled. The Aggregate Percentage Interests of the
      Members are set forth on Exhibit
      A .




“ Agreement ”
shall
      mean this Amended and Restated Limited Liability Company Agreement, including
      all exhibits and schedules attached hereto, as amended, modified or otherwise
      supplemented, from time to time.




“ Asset
      Value ”
shall
      mean, with respect to any asset of the Company (other than cash), the adjusted
      basis of such asset as of the relevant date for federal income tax purposes,
      except as follows:




(a)  the
      initial Asset Value of any asset (other than cash) contributed by a Member
      to
      the Company shall be the fair market value of such asset (as determined by
      the
      Members) at the time of contribution;




(b)  the
      Asset
      Values of all Company assets (including intangible assets such as goodwill)
      shall be adjusted to equal their respective fair market values as of the
      following times:




2







(i)  the
      acquisition of an additional interest in the Company by any new or existing
      Member in exchange for a Capital Contribution;




(ii)  the
      distribution by the Company to a Member of an amount of money or Company
      property as consideration for an interest in the Company; or




(iii)  the
      liquidation of the Company within the meaning of Regulations Section
      1.704-1(b)(2)(ii)(g);




(c)  the
      Asset
      Value of any Company asset distributed in kind to any Member shall be adjusted
      to equal the gross fair market value of such asset on the date of distribution,
      as determined by the Members;




(d)  the
      Asset
      Values of any Company assets shall be increased (or decreased) to reflect any
      adjustments to the adjusted basis of such assets pursuant to Code Section 734(b)
      or Code Section 743(b), but only to the extent that such adjustments are taken
      into account in determining Capital Accounts pursuant to Regulations Section
      1.704-1(b)(2)(iv)(m); provided that
      Asset Values shall not be adjusted pursuant to Code Section 743(b) to the extent
      that the Members make a corresponding adjustment under subparagraph (b)(ii);
      and




(e)  if
      the
      Asset Value of an asset has been determined or adjusted pursuant to subsection
      (a), (b) or (d) above, such Asset Value shall thereafter be adjusted by the
      Depreciation taken into account with respect to such asset for purposes of
      computing Profits and Losses and other items allocated pursuant to Article
      VII.




The
      foregoing definition of “Asset Value” is intended to comply with the provisions
      of Regulations Section 1.704-1(b)(2)(iv) and shall be interpreted and applied
      consistently therewith.




“ Bankruptcy
      Event ”
shall
      be deemed to occur with respect to any Person if (a) such Person shall
      institute a voluntary case seeking liquidation or reorganization under
      Bankruptcy Law, or shall consent to the institution of an involuntary case
      thereunder against it; (b) such Person shall file a petition or consent or
      shall
      otherwise institute any similar proceeding under any other applicable Federal
      or
      state law, or shall consent thereto; (c) such Person shall apply for, or by
      consent there shall be an appointment of, a receiver, liquidator, sequestrator,
      trustee or other officer with similar powers for itself or any substantial
      part
      of its assets; (d) such Person shall make an assignment for the benefit of
      its
      creditors; (e) such Person shall admit in writing its inability to pay its
      debts
      generally as they become due; (f) an involuntary case shall be commenced seeking
      liquidation or reorganization of such Person under Bankruptcy Law or any similar
      proceedings shall be commenced against such Person under any other applicable
      Federal or state law and (i) the petition commencing the involuntary case
      is not dismissed within 60 days of its filing, (ii) an interim trustee is
      appointed to take possession of all or a portion of the property, and/or to
      operate all or any part of the business of such Person and such appointment
      is
      not vacated within 60 days, or (iii) an order for relief shall have been issued
      or entered therein; (g) a decree or order of a court having jurisdiction in
      the
      premises for the appointment of a receiver, liquidator, sequestrator, trustee
      or
      other officer having similar powers of such Person or all or a part of its
      property shall have been entered; or (h) any other similar relief shall be
      granted against such Person under any applicable Federal or state
      law.




3







“ Bankruptcy
      Law ”
means
      Title 11, U.S. Code or any similar federal or state law for the relief of
      debtors.




“ Business
      Day ”
shall
      mean any day that is neither a Saturday nor a Sunday nor a legal holiday on
      which commercial banking institutions are authorized or required by law,
      regulation or executive order to be closed in the States of New York or
      Texas.




“ Capital
      Account ”
shall
      mean, with respect to any Member (and without duplication), the Capital Account
      maintained for such Member in accordance with the following
      provisions:




(a)  From
      time
      to time, the Capital Account of each Member shall be increased by (i) the amount
      of any cash contributed by the Member to the Company, (ii) the Asset Value
      (as
      determined by the Members) of any property contributed by the Member to the
      Company (net of liabilities that the Company is deemed to have assumed or taken
      subject to, under and pursuant to Section 752 of the Code), and (iii)
      allocations to the Member of Profit (or items thereof) and other income and
      gain
      pursuant to Section
      7.1 ,
      including income and gain exempt from tax, and income and gain described in
      Regulations Section 1.704-1(b)(2)(iv)(g), but excluding items of income and
      gain
      described in Regulations Section 1.704-1(b)(4)(i).




(b)  The
      Capital Account of each Member shall be decreased by (i) the amount of any
      cash
      distributed to such Member, (ii) the Asset Value (as determined by the Members)
      of any property distributed to such Member (net of any liabilities that such
      Member is deemed to have assumed or taken subject to, under and pursuant to
      Section 752 of the Code), (iii) allocations to the Member of expenditures
      described in Section 705(a)(2)(B) of the Code, and (iv) allocations to the
      Member of Loss (or items thereof) and other loss and deductions pursuant to Section
      7.1 ,
      including loss and deduction described in Regulations Section
      1.704-1(b)(2)(iv)(g), but excluding items described in clause (iii) above,
      tax
      items of loss and deduction described in Regulations Section 1.704-1(b)(4)(i),
      and items of deduction described in Regulations Section
      1.704-1(b)(4)(iii).




(c)  A
      single
      Capital Account shall be maintained for each Member, which Capital Account
      shall
      reflect all allocations, distributions, or other adjustments required by this
      definition with respect to the Membership Interest owned by such
      Member.




(d)  Upon
      any
      transfer of all or part of a Membership Interest as permitted by this Agreement,
      the Capital Account (or portion thereof) of the transferor that is attributable
      to the transferred interest (or portion thereof) shall carry over to the
      transferee as prescribed by Regulations Section
      1.704-1(b)(2)(iv)(l).




(e)  Notwithstanding
      anything to the contrary in this definition, it is the intention of the Members
      that the Capital Accounts of the Members be maintained strictly in accordance
      with the capital account maintenance requirements of Regulations Section
      1.704-1(b)(2)(iv), and that such Capital Accounts be adjusted to the extent
      required by the provisions of such Regulations or any successor provisions
      thereto.




“ Capital
      Contribution ”
shall
      mean the total amount of money and the net fair market value of property (as
      determined by the Executive Committee) contributed by each Member to the Company
      pursuant to this Agreement.




4







“ Cash
      Flow ”
shall
      mean, with respect to any period, all cash received by the Company (other than
      from the liquidation of any assets pursuant to Article
      X ) plus all cash
      withdrawn from reserves (as determined to be appropriate by the Executive
      Committee or, if the Executive Committee does not approve the amount of such
      reserves, no withdrawal from reserves will be made for such period), less (a) all
      operating expenses of the Company (including amounts payable under the
      Administrative Services Agreement but excluding capital expenditures), (b)
      any
      amounts withheld by the Company in accordance with Section
      6.2 ,
      (c)
      additions to reserves made during such period (as determined to be appropriate
      by the Executive Committee or, if the Executive Committee does not approve
      the
      amount of such reserves, no addition to reserves will be made for such period)
      and (d) all payments of interest and scheduled principal in respect of
      Indebtedness of the Company.




“ CCE ”
shall
      mean CCE Acquisition, LLC ,
      a
      Delaware limited liability company, and any of its Affiliates that are
      Members .




“ Certificate ”
shall
      mean the Certificate of Formation of the Company.




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




“ Class
      A Executive Committee Member ”
shall
      have the meaning specified in Section
      4.1(c) .




“ Class
      A Member ”
shall
      mean each Person listed on Exhibit
      A hereto
      and indicated as such, its respective permitted successors and assigns, and
      any
      other Person that is hereafter admitted as a Class A Member pursuant to Article
      VIII .




“ Class
      A Membership Interest ”
shall
      mean a Class A Member’s entire interest in the Company including such Class A
      Member’s right to share in the Profits and Losses and distributions of the
      Company, and the Class A Member’s right to vote or consent to, or otherwise
      participate in, any decision or action of or by the Class A Members granted
      pursuant to this Agreement or the Act.




“ Class
      A Percentage Interest ”
shall
      mean a Class A Member’s proportionate interest, expressed as a percentage, in
      the residual Profits, Losses, and distributions of the Company to which the
      Class A Members are entitled. The Class A Percentage Interests of the Class
      A
      Members are set forth on Exhibit
      A.




“ Class
      A Prohibited Transferee ”
shall
      mean any Persons designated on Exhibit
      B as a
      Class A Prohibited Transferee and any Affiliate or successor
      thereof.




“ Class
      B Executive Committee Member ”
shall
      have the meaning specified in Section 4.1(c).




“ Class
      B Member ”
shall
      mean each Person listed on Exhibit
      A hereto
      and indicated as such, its respective permitted successors and assigns, and
      any
      other Person that is hereafter admitted as a Class B Member pursuant to Article
      VIII .




5







“ Class
      B Membership Interest ”
shall
      mean a Class B Member’s entire interest in the Company including such Class B
      Member’s right to share in the Profits and Losses and distributions of the
      Company, and the Class B Member’s right to vote or consent to, or otherwise
      participate in, any decision or action of or by the Class B Members granted
      pursuant to this Agreement or the Act.




“ Class
      B Percentage Interest ”
shall
      mean a Class B Member’s proportionate interest, expressed as a percentage, in
      the residual Profits, Losses, and distributions of the Company to which the
      Class B Members are entitled. The Class B Percentage Interests of the Class
      B
      Members are set forth on Exhibit
      A .




“ Class
      B Prohibited Transferee ”
shall
      mean any Persons designated on Exhibit
      B as a
      Class B Prohibited Transferee and any Affiliate or successor
      thereof.




“ Code ”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time, and any
      successor statutory provisions.




“ Company ”
shall
      have the meaning assigned thereto in the preamble to this
      Agreement.




“ Company
      Minimum Gain ”
shall
      mean the amount determined in accordance with Regulations Section 1.704-2(d)
      by
      (a) computing with respect to each Nonrecourse Liability of the Company the
      amount of income or gain, if any, that would be realized by the Company if
      it
      disposed of the property securing such Nonrecourse Liability in full
      satisfaction thereof, and (b) aggregating all separate amounts so
      computed.




“ Company
      Subsidiaries ”
shall
      mean CrossCountry, CrossCountry Alaska, LLC, CrossCountry Energy Services,
      LLC,
      Transwestern Holding Company, LLC, Transwestern and CrossCountry Citrus, LLC; provided , however ,
      that
      none of the foregoing shall be considered a “Company Subsidiary” at such time as
      the Company shall have disposed of its ownership interests therein.




“ Contribution
      Offer Expiration Date ”
shall
      have the meaning specified in Section
      5.1(b)(i) .




“ Contribution
      Offer Notice ”
shall
      have the meaning specified in Section
      5.1(b)(i) .




“ CrossCountry ”
shall
      mean CrossCountry Energy, LLC, a Delaware limited liability
      company.




“ Credit
      Facilities ”
shall
      mean such loan agreements and instruments to which the Company or any Company
      Subsidiary shall be a party from time to time.




“ Depreciation ”
shall
      mean, for each Fiscal Year or part thereof, an amount equal to the depreciation,
      amortization, or other cost recovery deduction allowable for federal income
      tax
      purposes with respect to an asset for such Fiscal Year or part thereof, except
      that if the Asset Value of an asset differs from its adjusted basis for federal
      income tax purposes at the beginning of such Fiscal Year, the depreciation,
      amortization or other cost recovery deduction for such Fiscal Year or part
      thereof shall be an amount which bears the same ratio to such Asset Value as




6


the
      federal income tax depreciation, amortization or other cost recovery deduction
      for such Fiscal Year or part thereof bears to such adjusted tax basis. If such
      asset has a zero adjusted tax basis, the depreciation, amortization or other
      cost recovery deduction for each Fiscal Year shall be determined under a method
      selected by the Members.




“ EBITDA ”
shall
      mean for any period the consolidated net income of the Company determined in
      accordance with GAAP plus (a) its
      reported interest expense, plus (b) its
      reported income tax expense, plus (c) the
      amount it reported as depreciation of assets, plus (d) the
      amount it reported as the amortization of intangibles, plus (e) 50%
      of Citrus Corp.’s reported interest expense, plus (f) 50%
      of the amount Citrus Corp. reported as income tax expense, plus (g) 50%
      of the amount Citrus Corp. reported as depreciation of assets, plus (g) 50%
      of the amount Citrus Corp. reported as the amortization of intangibles, in
      each
      case as determined in accordance with GAAP.




“ ERISA ”
shall
      mean the Employee Retirement Income Security Act of 1974, as amended, and the
      rules and regulations promulgated there under.




**“** ETP ”
shall
      mean Energy Transfer Partners, L.P., a Delaware limited partnership, and any
      of
      its Affiliates that are Members.




“ Exchange
      Act ”
shall
      mean the Securities Exchange Act of 1934, as amended.




“ Executive
      Committee ”
shall
      have the meaning specified in Section
      4.1(a) .




“ Executive
      Committee Members ”
shall
      have the meaning specified in Section
      4.1(a) .




“ Fiscal
      Year ”
shall
      mean the taxable year of the Company, which initially shall be the calendar
      year.




“ GAAP ”
shall
      mean United States generally accepted accounting principles consistently
      applied.




“ Governmental
      Authority ”
shall
      mean any court, tribunal, agency, commission, official or other instrumentality
      of the United States or any state or political subdivision thereof.




“ Indebtedness ”
shall
      mean, with respect to any Person, (A) all obligations for borrowed money of
      the
      such Person, (B) all obligations for the deferred purchase or acquisition price
      of property or services, other than trade accounts payable (other than for
      borrowed money) arising, and accrued expenses incurred, in the ordinary course
      of business so long as such trade accounts payable are payable within 90 days
      of
      the date the respective goods are delivered or the respective services are
      rendered, (C) the capitalized amount (determined in accordance with GAAP) of
      all
      obligations such Person is required to pay or other amounts under any lease
      of
      (or other arrangement conveying the right to use) real or personal property,
      or
      a combination thereof, which obligations are required to be classified and
      accounted for as capital leases on a balance sheet of such Person under GAAP,
      (D) all obligations for borrowed money secured by any lien upon or in any
      property owed by such Person whether or not such Person has assumed or become
      liable for the payment of such obligations for borrowed money and (E) all
      obligations of the type described in any of clauses (A) through (D) above which
      are guaranteed, directly or




7


indirectly,
      or endorsed (otherwise than for collection or deposit in the ordinary course
      of
      business) or discounted with recourse by such Person.




“ Liquidating
      Trustee ”
shall
      have the meaning specified in the Act.




“ Managing
      Member ”
shall
      mean the Member designated pursuant to Section
      4.3 .




“ Material
      Regulatory Filing ”
shall
      mean any filing with any Governmental Authority which, if determined adversely
      to the Company, would have a material adverse effect on the business, assets
      or
      financial condition of the Company.




“ Member
      Nonrecourse Debt ”
shall
      mean debt of the Company determined in accordance with the principles of
      Regulations Section 1.704-2(b)(4).




“ Member
      Nonrecourse Deductions ”
shall
      mean any and all items of loss, deduction or expenditure (described in Section
      705(a)(2)(B) of the Code) that, in accordance with the principles of Regulations
      Section 1.704-2(i)(2), are attributable to a Member Nonrecourse
      Debt.




“ Members ”
shall
      mean each of the Persons set forth on Exhibit
      A and any
      other Person that hereafter is admitted as a Member pursuant to Article
      VIII .




“ Membership
      Interest ”
and
      “ Membership
      Interests ”
shall
      mean, individually the Class A Membership Interest or the Class B Membership
      Interest and, collectively, the Class A Membership Interests and the Class
      B
      Membership Interests, as the context requires.




“ Minimum
      Gain Attributable to Member Nonrecourse Debt ”
shall
      mean that amount determined in accordance with the principles of Regulations
      Sections 1.704-2(i)(3), (4) and (5).




“ Nonrecourse
      Deductions ”
shall
      mean that amount determined in accordance with Regulations Section
      1.704-2(b)(1).




“ Nonrecourse
      Liability ”
shall
      mean any liability of the Company treated as a nonrecourse liability under
      Regulations Section 1.704-2(b)(3).




“ Person ”
shall
      mean any individual, partnership, limited liability company, corporation, trust
      or other entity.




“ Profits ”
and
      “ Losses ”
shall
      mean, for each Fiscal Year or other period, an amount equal to the Company’s
      taxable income or loss for such Fiscal Year or period, determined in accordance
      with Code Section 703(a) (for this purpose, all items of income, gain, loss,
      or
      deduction required to be stated separately pursuant to Code Section 703(a)(1)
      shall be included in taxable income or loss), with the following
      adjustments:




(a)  Any
      income of the Company that is exempt from federal income tax and not otherwise
      taken into account in computing Profits and Losses shall be added to such
      taxable income or loss;




8







(b)  Any
      expenditures of the Company described in Code Section 705(a)(2)(B) or treated
      as
      Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section
      1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits
      or Losses, shall be subtracted from such taxable income or loss;




(c)  In
      the
      event the Asset Value of any Company asset is adjusted pursuant to clause (b)
      or
      clause (c) of the definition thereof, the amount of such adjustment shall be
      taken into account as gain or loss from the disposition of such asset for
      purposes of computing Profits and Losses;




(d)  Gain
      or
      loss resulting from any disposition of Company property with respect to which
      gain or loss is recognized for federal income tax purposes shall be computed
      by
      reference to the Asset Value of the property disposed of, notwithstanding that
      the adjusted tax basis of such property differs from its Asset
      Value;




(e)  In
      lieu
      of depreciation, amortization and other cost recovery deductions taken into
      account in computing such taxable income or loss, there shall be taken into
      account Depreciation for such Fiscal Year or other period;




(f)  To
      the
      extent an adjustment to any adjusted tax basis of any Company asset pursuant
      to
      Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations
      Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital
      Accounts as a result of a distribution other than in liquidation of a Member’s
      Membership Interest in the Company, the amount of the adjustment shall be
      treated as an item of gain (if the adjustment increases the basis of the asset)
      or loss (if the adjustment decreases the basis of the assets) from the
      disposition of the asset and shall be taken into account for purposes of
      computing Profits and Losses; and




(g)  Any
      items
      which are specially allocated pursuant to Section
      7.1(c) shall
      not be taken into account in computing Profits and Losses.




“ Prohibited
      Transferee ”
shall
      mean those Persons set forth on Exhibit
      B and any
      Affiliate or successor thereof.




“ Rate
      Filing ”
shall
      mean any application, notice or other submission filed with or otherwise
      delivered to any Governmental Authority relating to the establishment of, or
      modification or supplement to, the rates, tariffs or charges for services or
      commodities provided by any Company Subsidiary; provided , however ,
      that
“Rate Filing” shall not include any of the foregoing unless the intended or
      expected effect thereof is (i) to increase the revenues of the applicable
      Company Subsidiary by more than 10% per annum, (ii) to increase or decrease
      the
      rates chargeable for transportation of natural gas through the applicable
      Company Subsidiary’s pipeline facilities by more than 10%, (iii) the offering by
      the applicable Company Subsidiary of a new service or (iv) the expansion or
      addition of capacity of, or the increase in the pressure of, the applicable
      Company Subsidiary’s pipeline facilities.




“ Redemption
      Agreement ”
shall
      mean the Redemption Agreement, dated as of September 14, 2006, between the
      Company and ETP.




9







“ Regulatory
      Allocations ”
shall
      have the meaning set forth in Section
      7.1(c)(vii) .




“ Regulations ”
shall
      mean any and all temporary and final regulations promulgated under the Code,
      as
      amended from time to time (including corresponding provisions of succeeding
      regulations).




“ Securities
      Act ”
shall
      mean the Securities Act of 1933, as amended.




“ SUG ”
shall
      mean Southern Union Company, a Delaware corporation.




“ Tax
      Matters Member ”
shall
      mean the Member designated to serve as such pursuant to Section
      7.5 .




“ Third
      Party Purchaser ”
shall
      mean any Person (other than a Member or an Affiliate of a Member) that has
      expressed an interest to purchase any of the Class A Membership Interests or
      Class B Membership Interests.




“ Third
      Party Purchaser Notice ”
shall
      have the meaning specified in Section
      8.2 .




“ Transfer ”
shall
      mean any, direct or indirect, sale, assignment, gift, hypothecation, pledge
      or
      other disposition, whether voluntary or by operation of law (including through
      the state law conversion of the legal status of a Member), of a Membership
      Interest or any portion thereof including as a result of a sale or transfer
      of
      the equity interests in a Member or its direct or indirect parent, but the
      term
“Transfer” shall not include any sale or transfer of equity interests in ETP or
      SUG.




“ Transferee ”
shall
      mean any Person that receives a Membership Interest as the result of a Transfer
      from a Transferring Member.




“ Transferring
      Member ”
shall
      have the meaning specified in Section
      8.2 .




“ Transwestern ”
shall
      mean Transwestern Pipeline Company, LLC.




1.2  Interpretative
      Matters .
      In this
      Agreement, unless otherwise specified or where the context otherwise
      requires:




(a)  the
      headings of particular provisions of this Agreement are inserted for convenience
      only and will not be construed as a part of this Agreement or serve as a
      limitation or expansion on the scope of any term or provision of this
      Agreement;




(b)  the
      singular shall include the plural and the plural shall include the singular
      wherever appropriate;




(c)  words
      importing any gender shall include other genders;




(d)  the
      words
“include,” “includes” or “including” shall be deemed to be followed by the words
“without limitation”;




10







(e)  the
      words
“hereof,” “herein” and “herewith” and words of similar import shall, unless
      otherwise stated, be construed to refer to this Agreement as a whole and not
      to
      any particular provision of this Agreement;




(f)  references
      to “Sections”, “Articles”, “Exhibits” and “Appendices” shall be to Sections,
      Articles, Exhibits and Appendices of or to this Agreement;




(g)  references
      to any Person include the successors and permitted assigns of such
      Person;




(h)  the
      use
      of the words “or,” “either” and “any” shall not be exclusive;




(i)  wherever
      a conflict exists between this Agreement and any other agreement, this Agreement
      shall control but solely to the extent of such conflict;




(j)  references
      to any agreement or contract, unless otherwise stated, are to such agreement
      or
      contract as amended, modified or supplemented from time to time in accordance
      with the terms hereof and thereof; and




(k)  the
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement; accordingly, in the event an ambiguity or question of intent or
      interpretation arises, this Agreement shall be construed as if drafted jointly
      by the parties hereto, and no presumption or burden of proof shall arise
      favoring or disfavoring any party hereto by virtue of the authorship of any
      provisions of this Agreement.




**ARTICLE
      II.**


**ORGANIZATIONAL
      MATTERS**




2.1  Formation .
      The
      Company has been formed and exists for the limited purposes described herein
      and
      shall be governed by and operated in accordance with the Act. The Members shall
      execute and the Managing Member shall make, or cause to be made, all filings
      required by the Act or other applicable law with respect to the formation and
      operation of the Company.




2.2  Name .
      The
      name of the Company is CCE Holdings, LLC.




2.3  Principal
      Place of Business .
      The
      principal place of business of the Company shall be located at 5444 Westheimer
      Road, Houston, TX 77056. The Members may change the principal place of business
      of the Company at any time and from time to time.




2.4  Registered
      Office and Agent .
      The
      registered office of the Company shall be located at 1209 Orange Street,
      Wilmington, New Castle County, Delaware 19801 and the registered agent for
      the
      Company at such office shall be The Corporation Trust Company. The Executive
      Committee may change the registered office of the Company or the registered
      agent for the Company at any time, and from time to time.




2.5  Term .
      The
      term of the Company shall commence upon the filing of the Certificate and shall
      continue until dissolved in accordance with Article
      X or the
      Act.




11







**ARTICLE
      III.**


**BUSINESS
      OF THE COMPANY**




3.1  Purpose .
      The
      business of the Company shall be to, directly and indirectly, own and manage
      ownership interests in the Company Subsidiaries, and their respective assets,
      and to engage in any business necessary or incidental thereto.




**ARTICLE
      IV.**


**MANAGEMENT
      OF COMPANY**




4.1  Executive
      Committee .




(a)  Establishment .
      There
      is hereby established a committee of Member representatives (the “ Executive
      Committee ”)
      comprised of natural Persons (the “ Executive
      Committee Members ”)
      having
      the authority and duties set forth in this Agreement. Any decisions to be made
      by the Executive Committee shall require the unanimous approval of the Executive
      Committee Members; provided , however ,
      that in
      the case of any action or decision by the Executive Committee relating to (i)
      the commencement of any legal or arbitration proceedings against a Member or
      an
      Affiliate thereof, (ii) entering into any transaction with a Member or any
      of
      its Affiliates of the type referred to in Section
      4.2(g) or (iii)
      the enforcement or waiver of any rights of the Company under any material
      agreement with a Member or any of its Affiliates, the Executive Committee
      Members appointed by the Class of Membership Interests held by such Member
      (and
      respecting which such Member is entitled to exercise voting rights as provided
      in Section
      4.2(a)(ii) and Section
      4.2(a) (iii) )
      shall
      not participate in any decisions by the Executive Committee in respect of such
      matters and such Executive Committee Members shall be disregard for purposes
      of
      this Section
      4.1(a) and Section
      4.2(d)(iv) to the
      extent of any Executive Committee meetings or decisions relating to any such
      matters. Absent authority granted by the Executive Committee, no Member or
      Executive Committee Member shall have the power to act for or on behalf of,
      or
      to bind, the Company. At each meeting of the Executive Committee, the Executive
      Committee shall designate a person to preside over such meeting.




(b)  Powers .
      The
      business and affairs of the Company shall be managed by or under the direction
      of the Executive Committee, except as otherwise expressly provided in this
      Agreement. The Executive Committee shall have the power on behalf and in the
      name of the Company to carry out any and all of the objectives and purposes
      of
      the Company contemplated by Section 3.1 and to
      perform all acts that the Executive Committee may deem necessary or advisable
      in
      connection therewith.




(c)  Composition
      of the Executive
      Committee and Appointment of Executive Committee Members . The
      Executive Committee shall consist of four members, two of whom shall be
      appointed by the Class A Members (the “ Class
      A Executive Committee Members ”),
      and
      two of whom shall be appointed by the Class B Members (the “ Class
      B Executive Committee Members ”).
      In
      addition, the Class A Members and the Class B Members may appoint one or more
      alternates for the Class A Executive Committee Members and the Class B Executive
      Committee Members, respectively, and each such alternate shall have all of
      the
      powers of a Executive Committee Member in such Executive Committee Member’s
      absence or inability to




12


serve.
      The Class A Members shall have the power to remove any Class A Executive
      Committee Member, and the Class B Members shall have the power to remove any
      Class B Executive Committee Member. Any vacancy on the Executive Committee
      shall
      be filled by the Class A Members if the vacancy shall be in respect of a Class
      A
      Executive Committee Member, or by the Class B Members if the vacancy shall
      be in
      respect of a Class B Executive Committee Member. The Class A Members shall
      notify the Class B Members, and the Class B Members shall notify the Class
      A
      Members, of their respective appointments or removals of Executive Committee
      Members as provided in this Section
      4.1(c) .
      In
      addition to the Executive Committee Members, the Class A Members and the Class
      B
      Members shall each be entitled to appoint one individual who shall be entitled
      to attend each meeting of the Executive Committee and receive all notices and
      other information provided to the Executive Committee Members, but no such
      observer shall be entitled to any other rights or privileges granted to the
      Executive Committee Members hereunder or pursuant hereto. The Class A Members
      and the Class B Members shall be entitled to remove and replace their respective
      Executive Committee observers from time to time. The Class A Members shall
      notify the Class B Members, and the Class B Members shall notify the Class
      A
      Members, of their respective appointments or removals of their Executive
      Committee observers as provided in this Section
      4.1(c) .




(d)  Meetings
      of the Executive Committee .
      Regular
      meetings of the Executive Committee shall be held at least four times in each
      Fiscal Year and may be held at such place, within or without the State of
      Delaware, as shall from time to time be determined by unanimous consent of
      the
      Executive Committee. Special meetings of the Executive Committee may be called
      by or at the request of any Executive Committee Member. Notice of each such
      regular or special meeting shall be mailed to each Executive Committee Member,
      addressed to such Executive Committee Member at his or her residence or usual
      place of business, at least five days before the date on which the meeting
      is to
      be held, or shall be sent to such Executive Committee Member at such place
      by
      personal delivery, telephone, electronic mail or telecopier, not later than
      five
      days (or, in the case of meetings held by telephone, one day) before the day
      on
      which such meeting is to be held. Each such notice shall state the time and
      place of the meeting and, as may be required, the purposes thereof.




(i)  Any
      Executive Committee Member who is present at a meeting shall be conclusively
      presumed to have
      waived notice of such meeting except when such member attends for the express
      purpose of objecting at the beginning of the meeting to the transaction of
      any
      business because the meeting is not lawfully called or convened. Such Executive
      Committee Member shall be conclusively presumed to have assented to any action
      taken unless his or her dissent shall be entered in the minutes of the meeting
      or unless his or her written dissent to such action shall be filed with the
      person acting as the secretary of the meeting before the adjournment thereof
      or
      shall be forwarded by registered mail to the Managing Member of the Company
      immediately after the adjournment of the meeting. Such right to dissent shall
      not apply to any Executive Committee Member who voted in favor of such
      action.




(ii)  Executive
      Committee Members may participate in and act at any meeting of the Executive
      Committee through the use of a conference telephone or other communications
      equipment by means of which all persons participating in the meeting




13


can
      hear
      each other, and participation in the meeting pursuant to this Section 4.1(d) shall
      constitute presence in person at the meeting.




(iii)  Unless
      otherwise restricted by this Agreement or the Act, any action required or
      permitted to be taken at any meeting of the Executive Committee may be taken
      without a meeting if all the Executive Committee Members consent thereto in
      writing, and the writing or writings are filed with the minutes of proceedings
      of the Executive Committee.




(iv)  At
      each
      meeting of the Executive Committee, the presence of at least one Class A
      Executive Committee Member and each Class B Executive Committee Member shall
      constitute a quorum and be required for the transaction of business, subject
      to
      the provisions of Section
      4.1(a) in
      respect of decisions to be made by the Executive Committee.




(e)  Compensation
      of Executive Committee Members .
      Executive Committee Members shall not receive any compensation from the Company
      for their services but may be reimbursed for any expenses related to attendance
      at each meeting of the Executive Committee.




4.2  Actions
      Requiring Executive Committee Approva l The
      following actions by the Company shall require the approval of the Executive
      Committee:




(a)  commencing,
      or any other material action with respect to, a Bankruptcy Event of the Company
      or of any Company Subsidiaries;




(b)  transferring
      any assets of the Company to satisfy any liabilities of any of the Members
      or
      their respective Affiliates (or any trade or business, whether or not
      incorporated, that is treated as a single employer together with such Member
      or
      its Affiliates (under section 414 of the Code or section 4001(b) of ERISA))
      arising from ERISA;




(c)  selling,
      exchanging, licensing as licensor, leasing as lessor, or disposing of any assets
      of the Company or any Company Subsidiaries in excess of $30
      million;




(d)  engaging
      in, or acquiring any material assets related to, any business other than the
      business historically conducted by CrossCountry with a value in excess of $30
      million, other than assets sold or exchanged in the ordinary
      course;




(e)  redeeming
      any ownership interest in the Company;




(f)  making
      any non-pro rata **** distribution
      of cash, income, assets or rights to any Member, except to the extent permitted
      under this Agreement, and making any other distribution not expressly permitted
      by Article VI hereof (other than the distribution contemplated by Section 5.1(c)
      of the Redemption Agreement);




(g)  entering
      into any material transactions (including purchases, sales or leases of assets)
      by the Company or any Company Subsidiaries with or for the benefit of a Member
      or an Affiliate thereof;




14







(h)  incurring
      or assuming any Indebtedness by the Company or any Company Subsidiary in excess
      of $50 million in the aggregate, excluding the Indebtedness incurred prior
      to
      the date hereof in connection with the acquisition of the Company Subsidiaries
      by the Company;




(i)  any
      repayment (other than (i) repayments in accordance with scheduled maturity
      or
      which are otherwise mandatory pursuant to the terms of any document to which
      the
      Company or a Company Subsidiary
      is a party and (ii) paydowns on any revolving credit facility), voluntary
      prepayment or redemption of, or any refinancing or other modification of the
      terms of, any indebtedness pertaining to the Company or a Company
      Subsidiary;




(j)  initiating
      any material legal proceedings or arbitration on behalf of the Company or a
      Company Subsidiary, or agreeing to the settlement of any claim by or against
      the
      Company or a Company Subsidiary with respect to claims in excess of $3 million,
      or which includes requests for any material injunction, specific performance
      or
      other equitable relief; provided, however, that if the vote of the Executive Committee results in a
      tie,
      the Class A Executive Committee Members shall prevail on any such votes relating
      solely to any Company Subsidiary (other than Transwestern), or any entity owned
      by Citrus Corp. and the Class B Executive Committee Members shall prevail on
      any
      such votes relating solely to Transwestern;




(k)  entering
      into any confession of a **** judgment
      in excess of $3 million against the Company or a Company Subsidiary; provided,
      however, that if the vote of the Executive Committee results in a tie, the
      Class
      A Executive Committee Members shall prevail on any such votes relating solely
      to
      any Company Subsidiary (other than Transwestern), or any entity owned by Citrus
      Corp. and the Class B Executive Committee Members shall prevail on any such
      votes relating solely to Transwestern;




(l)  adopting
      each annual budget for the Company and each Company Subsidiary, and any
      amendment or other modification to any such budget; provided ,
      that if
      the Executive Committee is unable to agree on the annual budget for any year
      for
      the Company or any Company Subsidiary, the Company or such Company Subsidiary,
      as the case may be, shall adopt an annual budget equal to the annual budget
      in
      effect in the immediately preceding year, subject to the discretion of the
      Managing Member to increase one or more line items by not more than 5% (and
      subject to the limitation that the budgeted EBITDA for the new year shall not
      be
      less than 90% of the budgeted EBITDA for the preceding year);




(m)  the
      making of any Rate Filing or any Material Regulatory Filing with any
      Governmental Authority by the Company or any Company Subsidiary, except to
      the
      extent such filing is required to be made by applicable law; provided, however,
      that if the vote of the Executive Committee results in a tie, the Class A
      Executive Committee Members shall prevail on any such votes relating solely
      to
      any Company Subsidiary (other than Transwestern) or any entity owned by Citrus
      Corp. and the Class B Executive Committee Members shall prevail on any such
      votes relating solely to Transwestern;




(n)  implementing
      any material change in accounting policies or practices in respect of the
      Company or any Company Subsidiary, in each case except to the extent that such
      change is required to be made by GAAP or applicable law, or terminating the
      engagement of the Company’s principal independent auditors; and




15







(o)  the
      entry
      into any new line of business by the Company.




4.3  Management
      of the Company .




(a)  Managing
      Member .
      Day-to-day management of the Company in accordance with the polices established,
      and direction given, by the Executive Committee from time to time, and subject
      to the limitations provided elsewhere in this Agreement, shall be the
      responsibility of a managing Member (the “ Managing
      Member ”).
      In
      addition, the Managing Member shall provide to any Executive Committee Member
      such additional information as such Executive Committee Member may reasonably
      request from time to time to the extent that (i) such requested information
      relates to the operation of the Company or any Company Subsidiary and (ii)
      the
      Managing Member has such information or can acquire it without unreasonable
      effort. Subject to the next following sentence, the Managing Member shall be
      CCE. If at any time (x) CCE and its Affiliates shall cease to hold at least
      80%
      of the Class A Membership Interests, or (y) CCE or any of its Affiliates that
      is
      a Member shall breach in any material respect any of its obligations under
      this
      Agreement, Members holding not less than a majority of the Class B Membership
      Interests (taking into the account the provisions of Section
      4.4(a)(iii) )
      shall
      have the right (but not the obligation) to designate a replacement Managing
      Member by written notice to CCE, which replacement shall be effective
      immediately or at such other time as shall be specified in such written notice
      to CCE. In the case of any such replacement, CCE shall cooperate fully in the
      transition to such new Managing Member.




(b)  Administrative
      Services Agreement .
      Simultaneously with the execution of this Agreement, the Company shall enter
      into the Administrative Services Agreement with the Administrative Services
      Provider. Subject to the next following sentence, the Administrative Services
      Provider shall be an Affiliate of CCE that is designated by CCE and is qualified
      to perform the duties required of it under the Administrative Services
      Agreement. Members holding not less than a majority of the Class B Membership
      Interests shall have the right (but not the obligation) to designate a
      replacement Administrative Services Provider (that may be an Affiliate of ETP)
      by written notice to CCE and the then current Administrative Services Provider,
      which replacement shall be effective immediately or at such other time as shall
      be specified in such written notice to CCE and the Administrative Services
      Provider, (i)
      upon
      the Administrative Service Provider’s material breach of its obligations under
      the Administrative Services Agreement, and the Administrative Service Provider’s
      failure to cure such breach within 60 days following the Administrative Service
      Provider’s receipt of written notice from the Company setting forth in
      reasonable detail the relevant conduct or failure, (ii) upon any of the
      representations and warranties of the Administrative Service Provider contained
      in the Administrative Services Agreement proving to be materially false,
      incomplete or misleading, and not reasonably subject to cure in a manner that
      will result in no material harm to the Company, (iii)
      upon the Administrative Service Provider committing a material violation of
      any
      law applicable to Company or any Company Subsidiary, (iv) if
      SUG,
      or its Affiliates, cease to own beneficially at least a majority of the Class
      A
      Membership Interests or (v)
      in the event of a failure by the Company or any Company Subsidiary to pay
      principal or interest as and when due under any credit facility (subject to
      applicable grace periods). I t
      is
      expressly understood and agreed that the foregoing provisions shall be in
      addition to, and shall not otherwise limit, any other remedies that may be
      available to the Company or any other Member (other than CCE or any of its
      Affiliates) upon any breach of the Administrative Services Agreement by the




16


Administrative
      Services Provider, CCE or any of its Affiliates. In the case of any such
      replacement, CCE shall cause its Affiliate Administrative Services Provider
      to
      cooperate fully in the transition to such new Administrative Services Provider.




(c)  Transwestern
      Matters .
      At the
      request of the Class B Member, representatives of the Managing Member and the
      Class B Member shall meet weekly. During such meetings, the Class B Member
      shall
      be entitled to provide guidance to the Managing Member with respect to material
      decisions involving, or otherwise relating to, Transwestern, including decisions
      with respect to commercial, financial, regulatory, operational and other general
      policy matters involving, or otherwise relating to, Transwestern.




4.4  Member
      Rights and Obligations .




(a)  Voting
      Rights .
      Except
      as provided in this Agreement or as otherwise required by applicable
      law;




(i)  the
      Class
      A Members and the Class B Members shall vote together without distinction as
      to
      class, and any action requiring the approval of the Members shall require the
      affirmative vote of the Class A Members and Class B Members holding a
      majority of the Class A Membership Interests and the Class B
      Membership Interests;




(ii)  all
      actions requiring the approval of the Class A Members, and unless expressly
      provided otherwise, all other actions to be taken by the Class A Members
      (including, without limitation, any direction to be given to the Executive
      Committee Members appointed by the Class A Members),shall require the
      affirmative vote of Members holding a majority of the Class A Membership
      Interests; provided , however ,
      that in
      the case of any vote by the Class A Members ,
      whether
      pursuant to this Section or any other provision of this Agreement, ETP
      and
      any of its Affiliates holding any Class A Membership Interests shall not be
      entitled to participate in such vote and the Class A Membership Interests held
      by them shall be disregarded for all purposes of such vote; and




(iii)  all
      actions requiring the approval of the Class B Members, and unless expressly
      provided otherwise, all other actions to be taken by the Class B Members
      (including, without limitation, any direction to be given to the Executive
      Committee Members appointed by the Class B Members), shall require the
      affirmative vote of Members holding a majority of the Class B Membership
      Interests; provided , however ,
      that in
      the case of any vote by the Class B Members, whether pursuant to this Section
      or
      any other provision of this Agreement, CCE and any of its Affiliates holding
      any
      Class B Membership Interests shall not be entitled to participate in such vote
      and the Class B Membership Interests held by them shall be disregarded for
      all
      purposes of such vote.




(b)  Actions
      Requiring Unanimous Approval of Members .
      The
      following actions by the Company shall require the unanimous approval of all
      of
      the Members:




(i)  amending
      the Certificate or this Agreement;




17







(ii)  requiring
      any Member to contribute additional capital; and




(iii)  issuing
      any Membership Interests or other equity securities of the Company to any
      Member.




(c)  Actions
      Requiring Approval of Two-Thirds of Class A Members and Class B
      Members .
      The
      following actions by the Company shall require the approval of Members holding
      at least two-thirds of the Class A Membership Interests and Members holding
      at
      least two-thirds of the Class B Membership Interests:




(i)  dissolving,
      terminating or liquidating the Company or any Company Subsidiary;




(ii)  selling
      all or substantially all of the assets of the Company or any Company Subsidiary;
      and




(iii)  merging,
      consolidating or changing the form of entity of the Company or any Company
      Subsidiary, whether or not involving a change of control.




(d)  Members’
      Meetings .
      Meetings of the Members may be called from time to time by the affirmative
      vote
      of the Executive Committee Members or upon written request of any Member having
      an Aggregate Percentage of not less than 20% **** delivered
      to any member of the Executive Committee. If action is to be taken at a duly
      called meeting of the Members, notice of the time, date and place of meeting
      shall be given by the Managing Member, at the direction of the Executive
      Committee, to each other Member by personal delivery, telephone, electronic
      mail
      or telecopier sent to the address of each Member set forth on Exhibit
      A at least
      five business days in advance of the meeting; provided , however ,
      that no
      notice need be given to a Member who waives notice before or after the meeting
      or who attends the meeting without protesting at or before its commencement
      the
      inadequacy of notice to such Member. The Members may attend a meeting in person
      or by proxy. Meetings of the Members shall be held at the Company’s principal
      place of business during normal business hours, or at such other place and
      time
      as unanimously agreed by the Members; provided , however ,
      that
      the Members may participate in and act at any meeting of the Members through
      the
      use of a conference telephone or other communications equipment by means of
      which all individuals participating in the meeting can hear each other, and
      such
      participation in the meeting shall constitute presence in person at the meeting.
      Any action required or permitted to be taken at any meeting of the Members
      may
      be taken without a meeting if one or more written consents to such action shall
      be signed by Members whose affirmative vote at a meeting would be sufficient
      to
      approve such action. Such written consents shall be delivered to the principal
      office of the Company and, unless otherwise specified, shall be effective on
      the
      date when the first consent is delivered.




(e)  Limitation
      of Authority .
      Except
      in accordance with the provisions of this Agreement, no Member shall have any
      right or authority to act for or bind the Company.




4.5  Limitation
      of Liability .
      No
      Member, Managing Member, Executive Committee Member or any Affiliate, agent,
      officer, partner, employee, member, representative, director or shareholder
      of
      any of the foregoing shall be liable, responsible or accountable in damages
      or
      otherwise to the Company or any Member for (i) any act performed in good faith
      within the




18


scope
      of
      the authority conferred by this Agreement, (ii) any failure or refusal to
      perform any acts except those required by the terms of this Agreement or (iii)
      any performance or omission to perform any acts in reliance in good faith on
      the
      advice of independent accountants or legal counsel for the Company.




4.6  Indemnification .
      In any
      threatened, pending or completed action, suit or proceeding to which a Member,
      Managing Member, Executive Committee Member or any Affiliate, agent, officer,
      partner, employee, member, representative, director or shareholder of any of
      the
      foregoing was or is a party or is threatened to be made a party by reason of
      the
      fact that such Person is or was acting on behalf of the Company (other than
      an
      action by or in the right of the Company), the Company shall indemnify such
      Member, Managing Member, Executive Committee Member or any Affiliate, agent,
      officer, partner, employee, member, representative, director or shareholder
      of
      any of the foregoing against expenses, including attorneys’ fees, judgments and
      amounts paid in settlement actually and reasonably incurred by such Person
      in
      connection with such action, suit or proceeding to the maximum extent permitted
      by applicable law, provided that
      such Person acted in good faith and in a manner reasonably believed to be in
      or
      not opposed to the best interests of the Company, and that the conduct giving
      rise to the liability for which indemnification is sought does not constitute
      fraud, gross negligence or gross misconduct.




**ARTICLE
      V.**


**CONTRIBUTIONS**




5.1  Capital
      Contributio n .
      Unless
      unanimously agreed to by the Members in writing, no Member shall be required
      to
      make additional Capital Contributions to the Company. In addition, no Member
      shall be allowed to make additional Capital Contributions to the Company without
      the approval of CCE (but only so long as it shall be a Member) and of ETP (but
      only so long as it shall be a Member).




5.2  No
      Right to Interest or Return of Capital .
      Except
      as set forth herein, no Member shall be entitled to any return of, or interest
      on, Capital Contributions to the Company. No Member shall have any liability
      for
      the return of the Capital Contribution of any other Member and each Member
      shall
      look only to the assets of the Company for return of its Capital
      Contribution.




5.3  No
      Third Party Rights .
      The
      obligations or rights of the Company or the Members to make any Capital
      Contribution under this Article
      V shall
      not grant any rights to or confer any benefits upon any Person who is not a
      Member.




**ARTICLE
      VI.**


**DISTRIBUTIONS**




6.1  Cash
      Flow. Subject
      to Sections
      6.2 , 6.3 and 11.2 ,
      Cash
      Flow shall be distributed at such times as shall be determined by the
      affirmative vote of the Executive Committee to each Class A Member and Class
      B
      Member in proportion to their respective Aggregate Percentage Interests.
      Distributions to each Member shall be sent via wire transfer to such account
      identified by such respective Member in writing to the Managing Member from
      time
      to time.




19







6.2  Amounts
      Withheld for Taxes .
      Notwithstanding any provision of this Agreement to the contrary, if the Company
      is required to pay, with respect to or on behalf of any Member or any other
      Person, any amount required to be withheld by the Company in respect of taxes
      based on or measured by income under federal, state, or local law or any
      estimated tax or similar amount, such Member or other Person shall, upon demand
      of the Company, promptly reimburse the Company for such amount. To the extent
      that such Member or other Person has not so reimbursed the Company, any and
      all
      amounts so paid by the Company may be withheld from and offset against
      distributions to such Member or other Person and shall be considered for all
      purposes of this Agreement to have been distributed to such Member or other
      Person pursuant to this Article VI.







6.3  Minimum
      Distribution for Taxes .
      To the
      extent permitted by applicable Credit Facilities and other obligations of the
      Company, the Company shall distribute in accordance with Section
      6.1 ,
      with
      respect to each Fiscal Year and during the period commencing on the first day
      of
      such Fiscal Year and ending on the 15th day of the third month following the
      end
      of such Fiscal Year, an amount equal to the lesser of (a) (i) the Company's
      Cash
      Flow for such Fiscal Year less (ii) the aggregate amount of all quarterly
      distributions of Cash Flow previously made during such Fiscal Year and (b)
      40%
      (or such other percentage as may be determined by the Executive Committee)
      of
      the taxable income of the Company for such Fiscal Year. For purposes of this
      Section 6.3, the taxable income of the Company for each Fiscal Year shall be
      computed as though the Company were a corporation which did not file
      consolidated Federal income tax returns, as though such corporation did not
      make
      any of the elections specified in Code Section 703(b), as though Code Section
      243(a)(1) and Code Section 243(c) (if applicable), rather than Code Section
      243(a)(3), applied to "qualifying dividends" (as defined in Code Section
      243(b)(1)), without regard to any carryover or carryback of any net operating
      loss, capital loss, investment credit, unused foreign tax, excess charitable
      contribution, passive loss or credit, or other item from any other year, and
      without regard to the provisions of Code Section 703(a).




**ARTICLE
      VII.**


**ALLOCATIONS**




7.1  Book
      Allocations . Sections
      7.1(a) and (b) set
      forth the general rules for book allocations to the Members. Section
      7.1(c) sets
      forth various special rules that supercede the general rules of Sections
      7.1(a) and (b) .




(a)  Profit .
      Profits
      for each Fiscal Year shall be allocated to the Members in the following order
      of
      priority:




(i)  *first* ,
      each
      Class A Member and Class B Member shall be allocated Profits (in proportion
      to
      the aggregate Losses allocated to such Members under Section
      7.1(b)(ii) for all
      Fiscal Years) until the aggregate allocations made to each Class A Member and
      Class B Member pursuant to this Section
      7.1(a)(i) is equal
      to the aggregate Losses allocated to the Member pursuant to Section
      7.1(b)(ii) for all
      Fiscal Years; and




(ii)  *thereafter* ,
      each
      Class A Member and each Class B Member shall be allocated Profits in proportion
      to its Aggregate Percentage Interests.




20







(b)  Losses .
      Losses
      for each Fiscal Year shall be allocated to the Members in the following order
      of
      priority:




(i)  *first* ,
      to the
      Class A Members and Class B Members, if any, having positive balances in their
      Adjusted Capital Accounts, in proportion to and to the extent of, such positive
      balances; and




(ii)  *thereafter* ,
      to the
      Class A Members and Class B Members in proportion to their Aggregate Percentage
      Interests.




(c)  Special
      Rules .
      Notwithstanding Sections
      7.1(a) and (b) ,
      the
      following special allocation rules shall apply under the circumstances
      described:




(i)  Limitation
      on Loss Allocations .
      The
      Losses allocated to any Member pursuant to Section
      7.1(b )
      with
      respect to any Fiscal Year shall not exceed the maximum amount of Losses that
      can be so allocated without causing such Member to have an Adjusted Capital
      Account Deficit at the end of such Fiscal Year. All items of loss or deduction
      in excess of the limitation set forth in this Section
      7.1(c)(i) shall be
      allocated first, to the Member who will not be subject to this limitation,
      and
      second, any remaining amount to the Members in the manner required by the Code
      and the Regulations. To the extent that items of loss and deduction are
      allocated pursuant to this Section
      7.1(c)(i) to a
      Member, such Member shall be allocated a corresponding amount of income and
      gain
      as may be available in the earliest subsequent Fiscal Year to offset such
      allocation of loss and deduction.




(ii)  Company
      Minimum Gain .
      Except
      as otherwise provided in Regulations Section 1.704-2(f), if there is a net
      decrease in Company Minimum Gain during any Company taxable period, each Member
      shall be specially allocated items of Company income and gain for such period
      (and, if necessary, subsequent periods) in proportion to and to the extent
      of,
      an amount equal to the portion of such Member’s share of the net decrease in
      Company Minimum Gain, determined in accordance with Regulations Section
      1.704-2(g). This Section
      7.1(c)(ii) is
      intended to comply with the charge back of items of income and gain requirement
      in Regulations Section 1.704-2(f) and shall be interpreted consistently
      therewith.




(iii)  Minimum
      Gain Attributable to Member Nonrecourse Debt .
      Except
      as otherwise provided in Regulations Section 1.704-2(i)(4), if there is a net
      decrease in Minimum Gain Attributable to Member Nonrecourse Debt during any
      Company taxable period, each Member with a share of Minimum Gain Attributable
      to
      Member Nonrecourse Debt shall be specially allocated items of Company income
      and
      gain for such period (and, if necessary, subsequent periods) in proportion
      to,
      and to the extent of, an amount equal to the portion of such Member’s share of
      the net decrease in the Minimum Gain Attributable to Member Nonrecourse Debt,
      determined in accordance with Regulations Section 1.704-2(i)(4). This Section
      7.1(c)(iii )
      is
      intended to comply with the charge back of items of income and gain requirement
      in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently
      therewith.




21







(iv)  Qualified
      Income Offset .
      In the
      event any Member unexpectedly receives any adjustments, allocations or
      distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4),(5)
      or
      (6), and such adjustment, allocation or distribution causes or increases an
      Adjusted Capital Account Deficit for such Member, then before any other
      allocations are made under this Agreement or otherwise, such Member shall be
      allocated items of Company income and gain (consisting of a pro rata portion
      of
      each item of Company income, including gross income and gain) in an amount
      and
      manner sufficient to eliminate, to the extent required by the Regulations,
      such
      Adjusted Capital Account Deficit of such Member as quickly as
      possible.




(v)  Nonrecourse
      Deductions .
      Nonrecourse Deductions for any taxable period shall be allocated to the Members
      in the same ratios that Profit is allocated for the taxable year in accordance
      with Regulations Section 1.704-2(b)(1). If the Executive Committee determines
      in
      its good faith discretion that the Nonrecourse Deductions must be allocated
      in a
      different ratio to satisfy the safe harbor requirements of the Regulations
      promulgated under Section 704(b) of the Code, the Executive Committee is
      authorized to revise the prescribed ratio to the numerically closest ratio
      that
      does satisfy such requirements.




(vi)  Member
      Nonrecourse Deductions .
      Member
      Nonrecourse Deductions for any taxable period shall be allocated 100% to the
      Member that bears the economic risk of loss (as described in Regulations Section
      1.704-2(b) with respect to the Member Nonrecourse Debt to which such Member
      Nonrecourse Deductions are attributable in accordance with Regulations Section
      1.704-2(i)). If more than one Member bears the economic risk of loss with
      respect to a Member Nonrecourse Debt, such Member Nonrecourse Deductions
      attributable thereto shall be allocated between or among such Members in
      accordance with the ratios in which they share such economic risk of
      loss.




(vii)  Curative
      Allocations .
      The
      allocations set forth in Sections
      7.1(c)(i) through 7.1(c)(vi) (the
“ Regulatory
      Allocations ”)
      are
      intended to comply with certain requirements of Regulations Sections 1.704-1(b)
      and 1.704-2(b). Notwithstanding any other provisions of this Section
      7.1(c) (other
      than the Regulatory Allocations), the Regulatory Allocations shall be taken
      into
      account in allocating other items of income, gain, loss, and deduction among
      the
      Members so that, to the extent possible, the net amount of such allocations
      of
      other items and the Regulatory Allocations (including anticipated future
      Regulatory Allocations) to each Member shall be equal to the net amount that
      would have been allocated to such Member if the Regulatory Allocations had
      not
      occurred.




(viii)  Change
      in Regulations .
      If the
      Regulations incorporating the Regulatory Allocations are hereafter changed
      or if
      new Regulations are hereafter adopted, and such changed or new Regulations,
      in
      the opinion of independent tax counsel for the Company, make it necessary to
      revise the Regulatory Allocations or provide further special allocation rules
      in
      order to avoid a significant risk that a material portion of any allocation
      set
      forth in this Article VII would not be respected for federal income tax
      purposes, the Executive Committee shall make such reasonable amendments to
      this




22


Agreement
      as, in the opinion of such counsel, are necessary or desirable, taking into
      account the interests of the Members as a whole and all other relevant factors,
      to avoid or reduce significantly such risk to the extent possible without
      materially changing the amounts allocable and distributable to any Member,
      pursuant to this Agreement.




(ix)  Non-Recourse
      Liabilities .
“Excess
      non-recourse liabilities” of the Company within the meaning of Regulations
      Section 1.752-3(a)(3) shall be allocated in the same ratio that Profit is
      allocated for the taxable year.




7.2  Tax
      Allocations .




(a)  In
      General .
      Allocations for tax purposes of items of income, gain, loss, deduction and
      basis
      therefor, shall be made in the same manner as allocations for book purposes
      set
      forth in Section
      7.1 .
      Allocations pursuant to this Section
      7.2 are
      solely for purposes of federal, state and local income taxes and shall not
      affect, or in any way be taken into account in computing, any Member’s Capital
      Account or share of Profits, Losses, other items or distributions pursuant
      to
      any provision of this Agreement.




(b)  Special
      Rules .




(i)  Elimination
      of Book/Tax Disparities .
      In
      determining a Member’s allocable share of Company taxable income, the Member’s
      allocable share of each item of Profit and Loss shall be properly adjusted
      to
      reflect the rules and principles of Code Section 704(c) and Regulations Section
      1.704-3. This Section
      7.2(b)(i) is
      intended to comply with the requirements of Code Section 704(c) and Regulations
      Sections 1.704-1(b)(2)(iv)(d) and (f) and shall be interpreted consistently
      therewith. Any elections or other decisions relating to such allocations shall
      be made by the Members in any manner that reasonably reflects the purpose and
      intention of this Agreement.




(ii)  Allocation
      of Items Among Members .
      Except
      as otherwise provided in Section
      7.2(b)(i), each
      item of income, gain, loss and deduction and all other items governed by Code
      Section 702(a) shall be allocated among the Members in proportion to the
      allocation of Profits, Losses and other items to the Members hereunder, provided that any
      gain recognized from any disposition of a Company asset that is treated as
      ordinary income because it is attributable to the recapture of any depreciation
      or amortization shall be allocated among the Members in accordance with
      Regulations Section 1.1245-1(e), if applicable, or with any other applicable
      provision of the Regulations and, if no such provision is applicable, in the
      same ratio as the prior allocations of Profits and Losses and other items that
      included such depreciation or amortization, but not in excess of the gain
      otherwise allocable to each Member.




(c)  Conformity
      of Reporting .
      The
      Members are aware of the income tax consequences of the allocations made by
      this Section
      7.2 and
      hereby agree to be bound by the provisions of this Section
      7.2 in
      reporting their shares of Company profits, gains, income, losses, deductions,
      credits and other items for income tax purposes.




7.3  Transferred
      Interests .
      If any
      Membership Interest (or portion thereof) is sold, assigned or transferred during
      any Fiscal Year, then Profit, Loss, each item thereof and all other




23


items
      realized by the Company during such Fiscal Year shall be divided and allocated
      between the Members by taking into account their varying interests during the
      Fiscal Year in accordance with Code Section 706(d), using any conventions
      permitted by law and selected by the Members.




7.4  Section
      754 Election .
      In the
      event of a Transfer of a Membership Interest permitted under this Agreement,
      the
      Company shall, at the request of the transferee Member, file an election under
      Section 754 of the Code to adjust the basis of the assets of the Company in
      accordance with the provisions of Section 743 of the Code. Any costs associated
      with such election (such as accounting fees) shall be borne by the transferee
      Member.




7.5  Tax
      Matters Member .




(a)  For
      purposes of Code Sections 6221 through 6223, the Managing Member from time
      to
      time shall also be, and is hereby designated as, the “tax matters partner” of
      the Company (the “ Tax
      Matters Member ”).




(b)  The
      Tax
      Matters Member shall make an election under Code Section 6231(a)(i)(B)(ii)
      with
      the Company’s first tax return to be filed after the effective date of this
      Agreement to have Code Sections 6221 to 6234, inclusive, apply to the
      Company.




(c)  The
      Tax
      Matters Member shall, within ten days (or such shorter period of time as is
      reasonably practicable) of the receipt of any notice from the Internal Revenue
      Service in any administrative proceeding at the Company level relating to the
      determination of any Company item of income, gain, loss, deduction or credit,
      deliver a copy of such notice to each Member. The Tax Matters Member shall
      cooperate with any Member, and shall take such action as may be required to
      be
      taken by the Tax Matters Member, to cause such Member to become a “notice
      partner” within the meaning of Section 6231(a)(8) of the Code. The Tax Matters
      Member shall inform each Member of all significant matters that may come to
      its
      attention in its capacity as Tax Matters Member by giving written notice thereof
      within 10 business days (or such shorter period of time as is reasonably
      practicable) after becoming aware thereof and, within that time, shall forward
      to each other Member copies of all significant written communications it may
      receive in its capacity as Tax Matters Member.




(d)  The
      Tax
      Matters Member shall not take any action that may be taken by a “tax matters
      partner” under Code Section 6221 through 6234 unless (i) it has first given the
      other Members written notice of the contemplated action at least ten business
      days prior to the applicable due date of such action and (ii) it has received
      the unanimous written consent of the other Members to such contemplated action; provided , however ,
      that
      unless the Tax Matters Member is notified otherwise no later than two business
      days prior to any date by which the Tax Matters Member must act as set forth
      in
      any notice received from the Internal Revenue Service, the Code or the
      regulations promulgated thereunder, such other Members shall be deemed to have
      given their consent.




(e)  At
      least
      20 days prior to the due date for the filing of any federal income tax return
      of
      the Company, the Tax Matters Member shall provide a proposed draft of such
      return to the Members for their approval. If the Members approve such return,
      the return shall be filed as approved. Failure to provide the Tax Matters Member
      with written notice that the




24


Members
      do not approve such return within 10 days from the receipt thereof by the
      Members shall be deemed approval by the Members. In the event the Members do
      not
      approve such return, and the Members and Tax Matters Member are otherwise unable
      to resolve their differences with regard to such return, the matter shall be
      submitted to an independent, nationally recognized accounting firm, the decision
      of which shall be final. The cost of retaining such accounting firm with respect
      to resolving such dispute shall be borne by the Company. The Tax Matters Member
      shall provide a draft or final copy of any tax return to a Member upon written
      request by such Member.




(f)  Without
      limiting and in addition to the foregoing, for tax proceedings, matters and
      claims in excess of $3 million, the Tax Matters Member shall not initiate any
      legal or administrative proceedings on behalf of the Company or a Company
      Subsidiary in respect of or relating to any tax proceedings or other tax
      matters, or agree to the settlement of any claims in respect of or relating
      to
      any tax proceedings or other tax matters, without first consulting with the
      Executive Committee a reasonable period of time prior to taking any such
      action.




**ARTICLE
      VIII.**


**TRANSFER/ADMISSION
      MATTERS**




8.1  Transfer
      Restrictions .
      ETP,
      CCE and any other Person holding, directly or indirectly, a Class A Membership
      Interest or Class B Membership Interest may Transfer all or any portion of
      its
      Membership Interest only in accordance with the provisions of this Article
      VIII ; provided ,
      that
      ETP, CCE and any other Person holding, directly or indirectly, a Class A
      Membership Interest or Class B Membership Interest may Transfer all or any
      portion of its Membership Interest to an Affiliate with prior notice to the
      Executive Committee and upon satisfaction of the provisions of Section
      8.3 . Notwithstanding any provision hereof to the contrary, no Class A Member may
      Transfer any Membership Interest to any person that is a Class A Prohibited
      Transferee and no Class B Member may Transfer any Membership Interest to any
      person that is a Class B Prohibited Transferee.




8.2  Right
      of First Offer .
      If any
      Class A Member or Class B Member (a “ Transferring
      Member ”)
      desires to Transfer all or any portion of its Class A Membership Interest or
      Class B Membership Interest, as applicable (the “ Specified
      Interest ”),
      to
      any Third Party Purchaser, such Transferring Member shall first give notice
      thereof (the “ Offer
      Notice ”)
      to the
      other Class A Members and Class B Members (the “ Non-Transferring
      Members ”),
      specifying the price (the “ Specified
      Price ”)
      and
      other terms (the “ Specified
      Terms ”)
      at and
      on which such Transferring Member is willing to sell the Specified Interest.
      The
      delivery of the Offer Notice by the Transferring Member to the Non-Transferring
      Members shall constitute an offer by the Transferring Member to negotiate in
      good faith to sell to the Non-Transferring Members the Specified Interest at
      the
      Specified Price upon the Specified Terms. The Non-Transferring Members shall
      each have 30 Business Days (the “ Acceptance
      Period ”)
      from
      and including the date it receives the Offer Notice to accept such offer, which
      acceptance shall be in the form of a written notice (the “ Acceptance
      Notice ”)
      to the
      Transferring Member. Each Non-Transferring Member wishing to accept such offer
      (each, an “ Accepting
      Member ”)
      shall
      thereafter negotiate in good faith with the Transferring Member. If more than
      one Non-Transferring Member shall wish to purchase the Specified Interest,
      each
      such Non-Transferring Member shall be entitled to purchase a proportionate
      share
      of the Specified Interest on the basis of its Aggregate Percentage




25


Interest.
      If the Accepting Member(s) and the Transferring Member fail to execute a
      definitive purchase agreement within 30 Business Days following receipt by
      the
      Transferring Member of the applicable Acceptance Notice(s), or if the sale
      of
      the Specified Interest to the Non-Transferring Member(s) is not consummated
      within 60 days following such receipt of the Acceptance Notice, the offer set
      forth in this Section
      8.2 shall
      then automatically expire, and such Transferring Member may Transfer the
      Specified Interest, subject to the other terms of this Agreement, for a price
      and on terms and conditions substantially no more favorable to the purchaser
      than those offered by the Transferring Member; provided , however ,
      that if
      the Transferring Member shall fail to sell the Specified Interest or any portion
      thereof within 180 days from such expiration, the Specified Interest or such
      non-transferred portion of the Specified Interest shall again be subject to
      the
      right of first offer contained in this Section
      8.2 .




8.3  Transfer
      Requirements .
      Notwithstanding anything to the contrary contained herein, the Company shall
      not
      recognize for any purpose any purported Transfer of all or any portion of a
      Member’s Membership Interest unless:




(a)  the
      Company shall have been furnished with the documents effecting such Transfer
      executed and acknowledged by both transferor and transferee, together the
      written agreement of the transferee to become a party to and be bound by this
      Agreement, which shall be in form and substance reasonably satisfactory to
      the
      Executive Committee;




(b)  such
      Transfer shall have been made in accordance with all applicable laws and
      regulations and all necessary governmental consents shall have been obtained
      and
      requirements satisfied, including without limitation, compliance with the
      Securities Act, and applicable state blue sky and securities laws, and such
      Transfer will not cause the Company to breach or violate any applicable
      law;




(c)  such
      Transfer will not cause the Company to have more than 100 partners (within
      the
      meaning of Regulations Section 1.7704-1(h)) or does not otherwise cause the
      Company to be treated as a “publicly traded partnership” within the meaning of
      Section 7704 of the Code;




(d)  such
      Transfer will not result in a termination of the Company for purposes of Section
      708 of the Code ;




(e)  all
      necessary instruments reflecting such admission shall have been filed in each
      jurisdiction in which such filing is necessary in order to qualify the Company
      to conduct business or to preserve the limited liability of the Members;
      and




(f)  such
      Transfer will not result in the occurrence of an event of default or similar
      occurrence (whether immediately or with the giving of notice, the passage of
      time or both) under the terms of any of the Credit Facilities;




provided ,
      however, that the foregoing provisions of this Section 8.3 shall not apply
      to
      the Transfers contemplated by the Redemption Agreement.




The
      Executive Committee may request an opinion of counsel (which counsel shall
      be
      chosen by the non-transferring Member but shall be reasonably satisfactory
      to
      the transferee Member) with




26


respect
      to any of the foregoing or any other matters that the Executive Committee
      reasonably deems appropriate in respect of any such Transfer. In addition,
      the
      Executive Committee, upon unanimous consent, may waive any of the foregoing
      provisions. Notwithstanding the foregoing, a Transferring Member need not comply
      with Section
      8.3(d) if such
      Transferring Member indemnifies each other Member in a manner and amount
      reasonably satisfactory to each such other Member for any adverse tax effects
      that would result from such termination.




8.4  Admission
      of a Member .
      A
      Person may be admitted as Class A Member or a Class B Member upon satisfaction
      of the relevant requirements of this Article
      VIII or with
      the unanimous written consent of the Class A Members and the Class B Members.
      Upon such admission, such Member shall be designated as either a Class A Member
      or a Class B Member, and the Managing Member shall amend Exhibit
      A appropriately to reflect the admission of such Person as a Member.




8.5  Cooperation
      by Members .
      If any
      Member wishes to Transfer all or a portion of its Membership Interest in
      accordance with the provisions of this Article VIII, each other Member shall
      use
      its reasonable efforts to assist the Member seeking to make such Transfer as
      such Member may reasonably request.




**ARTICLE
      IX.**


**BOOKS
      AND RECORDS; BANK ACCOUNTS**




9.1  Books
      and Records .
      The
      books and records of the Company shall, at the cost and expense of the Company,
      be kept or caused to be kept by the Managing Member at the principal place
      of
      business of the Company. Such books and records will be kept on the basis of
      a
      calendar year, and will reflect all Company transactions and be appropriate
      and
      adequate for conducting the Company’s business. By February 28 of each year, the
      Tax Matters Member shall provide each Member of Holdings with an estimate of
      its
      allocable share of the preceding year’s taxable income, loss, credit and certain
      other information necessary for the Members to file a complete tax
      return.




9.2  Reporting
      Requirements .




(a)  Members
      Holding 5% Membership Interests .
      The
      Managing Member shall prepare, or cause to be prepared, and shall deliver a
      financial report (audited in the case of a report sent as of the end of a Fiscal
      Year and unaudited in the case of a report sent as of the end of a quarter)
      to
      each holder of 5% or more of the outstanding Class A Membership Interests and
      to
      each holder of 5% or more of the outstanding Class B Membership Interests within
      120 days after the end of each Fiscal Year (commencing after the date of this
      Agreement) and 60 days after the end of each of the first three quarters of
      each
      Fiscal Year (commencing with the first full quarter after the date of this
      Agreement), setting forth for such Fiscal Year or quarter:




(i)  the
      assets and liabilities of the Company and the Company Subsidiaries, on a
      consolidated and consolidating basis, as of the end of such Fiscal Year or
      quarter;




(ii)  the
      net
      profit or net loss of the Company and the Company Subsidiaries, on a
      consolidated and consolidating basis, for such Fiscal Year or quarter;




27







(iii)  the
      cash
      flows of the Company and the Company Subsidiaries, on a consolidated and
      consolidating basis, for such Fiscal Year or quarter; and




(iv)  in
      the
      case of a Fiscal Year only, such Class A Member’s or such Class B Member’s
      closing Capital Account balance as of the end of such Fiscal Year.




(b)  Members
      Holding 20% Membership Interests .
      The
      Managing Member shall prepare, or cause to be prepared, and shall deliver to
      each Member holding 20% or more of the outstanding Class A Membership Interests
      and to each Member holding 20% or more of the outstanding Class B Membership
      Interests as promptly as practicable such information regarding the Company
      and
      each Company Subsidiary as such Member shall reasonably request.




9.3  Bank
      Accounts .
      All
      funds of the Company will be deposited in its name in an account or accounts
      maintained with such bank or banks selected by the Executive Committee. The
      funds of the Company will not be commingled with the funds of any other Person.
      Checks will be drawn upon the Company account or accounts only for the purposes
      of the Company and shall be signed by authorized representatives of the
      Company.




**ARTICLE
      X.**


**DISSOLUTION
      AND LIQUIDATION**




10.1  Dissolution .
      The
      Company shall be dissolved upon the approval of the Members required by Section
      4.4(c)(i) .




10.2  Distribution
      on Dissolution .




(a)  Upon
      dissolution of the Company, no further business shall be conducted except for
      the taking of such action as shall be necessary for the winding up of the
      affairs of the Company and the distribution of assets pursuant to the provisions
      of this Section. So long as it shall then be a Member, CCE shall act as the
      Liquidating Trustee. If CCE shall not then be a Member or if it is unable to
      act
      as Liquidating Trustee, then the Members shall appoint another Liquidating
      Trustee. The Liquidating Trustee shall have full authority to wind up the
      affairs of the Company and to make distributions provided herein.




(b)  Upon
      dissolution of the Company, the Liquidating Trustee shall either sell the assets
      of the Company at the best price available, or the Liquidating Trustee may
      distribute to the Members all or any portion of the Company’s assets in kind. If
      any assets are to be distributed in kind, the Liquidating Trustee shall
      ascertain the fair market value (by appraisal or other reasonable means) of
      such
      assets, and each Member’s Capital Account shall be charged or credited, as the
      case may be, as if such asset had been sold for cash at such fair market value
      and the Profit or Loss recognized thereby had been allocated to and among the
      Members in accordance with Article VII.




(c)  All
      assets of the Company shall be applied and distributed in the following
      order:




28







(i)  *first* ,
      to the
      payment and discharge of all the Company’s debts and liabilities to creditors,
      including liabilities to Members who are creditors, to the extent otherwise
      permitted by law;




(ii)  *second* ,
      to
      establish such reserves as the Liquidating Trustee may deem reasonably necessary
      (and if the Liquidating Trustee shall be a Member, with the approval of Members
      holding at least two-thirds of all Membership Interests) for contingent or
      unforeseen liabilities or obligations of the Company; and




(iii)  *thereafter* ,
      to the
      Class A Members and the Class B Members in accordance with Section
      6.1 .







10.3  Cancellation
      of Certificate .
      Upon
      the completion of the distribution of Company assets as provided in this Article
      X ,
      the
      Company shall be terminated, and the Members shall cause the cancellation of
      the
      Certificate and all amendments thereto, and shall take such other actions as
      may
      be necessary or appropriate to terminate the Company.




**ARTICLE
      XI.**


**GENERAL**




11.1  Title
      to Company Property .
      All
      property owned by the Company, including, whether real or personal, tangible
      or
      intangible, shall be deemed to be owned by the Company as an entity, and no
      Member, individually, shall have any ownership of such property. The Company
      may
      hold any of its assets in its own name or in the name of its nominee, which
      nominee may be one or more Persons.




11.2  Severability .
      Every
      provision of this Agreement is intended to be severable. Any provision of this
      Agreement which is illegal, invalid, prohibited or unenforceable in any
      jurisdiction will, as to such jurisdiction, be ineffective to the extent of
      such
      illegality, invalidity, prohibition or unenforceability without invalidating
      or
      impairing the remaining provisions hereof or affecting the validity or
      enforceability of such provision in any other jurisdiction. If any term or
      provision hereof is illegal or invalid for any reason whatsoever, such
      illegality or invalidity will not affect the validity of the remainder of this
      Agreement.




11.3  Governing
      Law .
      This
      Agreement and rights and obligations of the parties hereto with respect to
      the
      subject matter hereof will be interpreted and enforced in accordance with,
      and
      governed exclusively by, the law of the State of Delaware, excluding the
      conflicts of law provisions thereof.




11.4  Successors
      and Assigns .
      This
      Agreement will be binding upon and inure to the benefit of the parties hereto
      and their permitted successors, heirs and assigns.




11.5  Waiver
      of Action for Partition .
      Each of
      the Members irrevocably waives during the term of the Company any right that
      he
      may have to maintain any action for partition with respect to any property
      of
      the Company.




29







11.6  Headings .
      The
      headings of the Articles, Sections and paragraphs of this Agreement have been
      inserted for convenience of reference only and do not constitute a part of
      this
      Agreement.




11.7  Counterparts;
      Facsimile .
      This
      Agreement may be executed in any number of counterparts and by different parties
      in separate counterparts, with the same effect as if all parties had signed
      the
      same documents, each of which will be considered an original, but all such
      counterparts together will constitute but one and the same Agreement. Any
      facsimile copies hereof or signature hereon shall, for all purposes, be deemed
      originals.




11.8  Entire
      Agreement .
      This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof. This Agreement and the exhibits hereto supersede
      all prior written and all prior and contemporaneous oral agreements,
      understandings, negotiations and representations between the parties with
      respect to such subject matter.




11.9  Amendment .
      Except
      in the case of a modification of Exhibit
      A to be
      made by the Managing Member as expressly contemplated by the terms of this
      Agreement, including Section 5.2, this Agreement may be amended only by an
      instrument in writing signed by all of the Members. Promptly following any
      amendment to this Agreement (including any modification to Exhibit
      A by the
      Managing Member), the Managing Member shall provide a true and complete copy
      thereof to each other Member.




11.10  Securities
      Law Matters .
      The
      Members agree and acknowledge that their Membership Interests are being acquired
      by them for investment purposes only and not with a view to any sale thereof;
      that they have had adequate opportunity to obtain from representatives of the
      Company and others all information necessary for purposes of evaluating the
      merits and risks of holding a Membership Interest; that they are able to bear
      the economic risk of holding their Membership Interests hereunder for an
      indefinite period; that the Membership Interests are illiquid assets and that
      there is no market in which to effectuate a resale thereof or any portion
      thereof; and that, in any event, the resale of their Membership Interests cannot
      be effectuated except pursuant to compliance with the registration requirements
      under the Securities Act or an exemption therefrom.




11.11  Notices .




(a)  Each
      notice or other communication required or permitted to be given pursuant to
      this
      Agreement shall be in writing and delivered in person or by first class United
      States mail, postage prepaid, to the party to whom addressed or by any
      nationally known overnight courier service to the address specified on Exhibit
      A
      or to such other address as the party may advise the Executive Committee, the
      Managing Member and the other Members as its address for notice
      hereunder.




(b)  All
      notices shall be deemed given upon the earlier to occur of: (i) the date of
      actual receipt; (ii) the date of refusal of delivery; and (iii) (A) as to hand
      delivery, the date of delivery, (B) as to facsimile, when such facsimile is
      transmitted to the facsimile number specified herein and the appropriate
      confirmation is provided, (C) as to overnight courier service,




30


the
      date
      following the deposit with the overnight courier service, and (D) as to the
      US
      Mails, three business days after depositing in the US Mails.




11.12  Construction .
      None of
      the provisions of this Agreement shall be for the benefit of, or enforceable
      by,
      any creditors of the Company or other third parties.




11.13  Submission
      to Jurisdiction; Consent to Service of Process .




(a)  Any
      claims or disputes which may arise or result from, or be connected with, this
      Agreement, any breach or default hereunder, or the transactions contemplated
      by
      this Agreement, and any and all Actions related to the foregoing shall be filed
      and maintained exclusively in the United States District Court for the Southern
      District of New York sitting in New York County or the Commercial Division,
      Civil Branch, of the Supreme Court of the State of New York sitting in New
      York
      County and any appellate court from any thereof.




(b)  The
      parties hereby unconditionally and irrevocably waive, to the fullest extent
      permitted by applicable law, any objection which they may now or hereafter
      have
      to the laying of venue of any dispute arising out of or relating to this
      Agreement or any of the transactions contemplated by this Agreement brought
      in
      any court specified in paragraph (a) above, or any defense of inconvenient
      forum
      for the maintenance of such dispute. Each of the parties hereto agrees that
      a
      judgment in any such dispute may be enforced in other jurisdictions by suit
      on
      the judgment or in any other manner provided by law.




(c)  Each
      of
      the parties hereto hereby consents to process being served by any party to
      this
      Agreement in any suit, action or proceeding by the mailing of a copy thereof
      in
      accordance with the provisions of Section 11.11.




11.14  No
      Consequential or Punitive Damages .
      No
      party hereto (or its Affiliates) shall, under any circumstance, be liable to
      any
      other party (or its Affiliates) for any consequential, exemplary, special,
      incidental or punitive damages claimed by such other party under the terms
      of or
      due to any breach of this Agreement, including, but not limited to, loss of
      revenue or income, cost of capital, or loss of business reputation or
      opportunity.




11.15  Waiver .
      No
      consent or waiver, express or implied, by any Member to or of any breach or
      default by any other Member in the performance by such other Member of its
      obligations under this Agreement shall be deemed or construed to be a consent
      to
      or waiver of any other breach or default in the performance by such other Member
      of the same or any other obligation of such other Member under this Agreement.
      Failure on the part of any Member to complain of any act or failure to act
      of
      any other Member or to declare any other Member in default, irrespective of
      how
      long such failure continues, shall not constitute a waiver by such Member of
      its
      rights under this Agreement.




11.16  Confidentiality .
      Each
      Member shall hold, and shall cause its Affiliates to hold, in strict confidence,
      unless compelled to disclose by judicial or administrative process or by other
      requirements of law, the contents of any reports, financial statements, budgets
      or other information delivered to any Member pursuant to Section
      9.2 (“ Confidential
      Information ),
      except
      to the extent that such Confidential Information (i) has been or has become
      (A)
      generally available to the public other than as a result of disclosure by any
      party hereunder or an Affiliate




31


of
      a
      party or (B) available to the public on a non-confidential basis from a source
      other than an Affiliate of a party entitled to the protection offered hereby,
      or
      (ii) is required to be disclosed under applicable law or stock exchange rules; provided , however ,
      the
      applicable Member shall use, and shall cause its Affiliates to use, commercially
      reasonable efforts to give each other Member prior notice of any such disclosure
      in sufficient time to enable each other Member to protect any such information.
      However, nothing contained in this Section shall preclude the disclosure of
      Confidential Information, on the condition that it remain confidential, to
      auditors, attorneys, lenders, financial advisors, members, limited partners
      and
      other Persons in connection with the performance of their duties as delegated
      or
      requested by any Member hereof.




11.17  Public
      Announcement .
      The
      Members shall consult with each other before issuing any press release relating
      to the Company or the Company Subsidiaries and shall not issue any such press
      release or make any such public statement without the prior consent of the
      other
      Members, which consent shall not be unreasonably withheld, conditioned or
      delayed; provided , however ,
      that a
      Member may, without consulting with any other Member and without the prior
      consent of the other Members, issue such press release or make such public
      statement as may, upon the advice of counsel, be required by applicable law
      or
      stock exchange rules if it has used all reasonable efforts to consult with
      the
      other Members.




32
















IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized officers as of the day and year first above
      written.







**CLASS
      A MEMBERS**


CCE
      ACQUISITION, LLC









By:____________________


Name:


Title:




CCEA
      CORP.







By:____________________


Name:


Title:




**CLASS
      B MEMBER**


ENERGY
      TRANSFER PARTNERS, L.P.




By: 
      Energy Transfer Partners, GP, L.P.,


its
      general partner




By: 
      Energy Transfer Partners, L.L.C.,


its
      general partner







By:____________________


Name:


Title:



















Signature
      Page


Second
      Amended and Restated Limited Liability Company Agreement of CCE Holdings,
      LLC


































TABLE
      OF
      CONTENTS






**Pages**Article
                  I.
              DEFINITIONS
                  ..............................................................................................................................................................................................................
              11.1
              Defined
                  Terms
                  ..............................................................................................................................................................................................................
              11.2
              Interpretive
                  Matters
                  ....................................................................................................................................................................................................
              10Article
                  II.
              ORGANIZATIONAL
                  MATTERS
                  .............................................................................................................................................................................
              112.1
              Formation
                  .....................................................................................................................................................................................................................
              112.2
              Name
                  .............................................................................................................................................................................................................................
              112.3
              Principal
                  Place of Business
                  .......................................................................................................................................................................................
              112.4
              Registered
                  Office and Agent
                  ....................................................................................................................................................................................
              112.5
              Term
                  .............................................................................................................................................................................................................................
              11Article
                  III.
              BUSINESS
                  OF THE COMPANY
                  ..............................................................................................................................................................................
              123.1
              Purpose
                  ........................................................................................................................................................................................................................
              12Article
                  IV.
              MANAGEMENT
                  OF COMPANY
                  ...........................................................................................................................................................................
              124.1
              Executive
                  Committee
                  ..................................................................................................................................................................................................
              124.2
              Actions
                  Requiring Executive Committee Approval
                  ..............................................................................................................................................
              144.3
              Management
                  of the Company
                  ..................................................................................................................................................................................
              164.4
              Member
                  Rights and Obligations
                  ..............................................................................................................................................................................
              174.5
              Limitation
                  of Liability
                  .................................................................................................................................................................................................
              184.6
              Indemnification
                  ...........................................................................................................................................................................................................
              19Article
                  V.
              CONTRIBUTIONS
                  ......................................................................................................................................................................................................
              195.1
              Capital
                  Contributions
                  .................................................................................................................................................................................................
              195.2
              No
                  Right to Interest or Return of Capital
                  ................................................................................................................................................................
              195.3
              No
                  Third Party Rights
                  ................................................................................................................................................................................................
              19Article
                  VI.
              DISTRIBUTIONS
                  ........................................................................................................................................................................................................
              196.1
              Cash
                  Flow
                  .....................................................................................................................................................................................................................
              196.2
              Amounts
                  Whithheld for Taxes
                  .................................................................................................................................................................................
              206.3
              Minimum
                  Distribution for Taxes
                  ...............................................................................................................................................................................
              20Article
                  VII.
              ALLOCATIONS
                  ..........................................................................................................................................................................................................
              207.1
              Book
                  Allocations
                  ........................................................................................................................................................................................................
              207.2
              Tax
                  Allocations
                  ............................................................................................................................................................................................................
              237.3
              Transferred
                  Interests
                  ..................................................................................................................................................................................................
              237.4
              Section
                  754 Election
                  ....................................................................................................................................................................................................
              24













7.5
                Tax
                    Matters Member
                    ..................................................................................................................................................................................................
                24Article
                    VIII.
                TRANSFER/ADMISSION
                    MATTERS
                    ...................................................................................................................................................................
                258.1
                Transfer
                    Restrictions
                    .................................................................................................................................................................................................
                258.2
                Right
                    of First Offer
                    .....................................................................................................................................................................................................
                258.3
                Transfer
                    Requirements
                    ..............................................................................................................................................................................................
                268.4
                Admission
                    of a Member
                    ...........................................................................................................................................................................................
                278.5
                Cooperation
                    by Members
                    .........................................................................................................................................................................................
                27Article
                    IX.
                BOOKS
                    AND RECORDS; BANK ACCOUNTS
                    ....................................................................................................................................................
                279.1
                Books
                    and Records
                    ...................................................................................................................................................................................................
                279.2
                Reporting
                    Requirements
                    ...........................................................................................................................................................................................
                279.3
                Bank
                    Accounts
                    ..........................................................................................................................................................................................................
                28Article
                    X.
                DISSOLUTION
                    AND LIQUIDATION
                    ...................................................................................................................................................................
                2810.1
                Dissolution
                    .................................................................................................................................................................................................................
                2810.2
                Distribution
                    on Dissolution
                    .....................................................................................................................................................................................
                2810.3
                Cancellation
                    of Certificate
                    ........................................................................................................................................................................................
                29Article
                    XI.
                GENERAL
                    ...................................................................................................................................................................................................................
                2911.1
                Title
                    to Company Property
                    ......................................................................................................................................................................................
                2911.2
                Severability
                    ................................................................................................................................................................................................................
                2911.3
                Governing
                    Law
                    ..........................................................................................................................................................................................................
                2911.4
                Successors
                    and Assigns
                    .........................................................................................................................................................................................
                2911.5
                Waiver
                    of Action for Partition
                    ................................................................................................................................................................................
                2911.6
                Headings
                    ....................................................................................................................................................................................................................
                3011.7
                Counterparts;
                    Facsimile
                    ...........................................................................................................................................................................................
                3011.8
                Entire
                    Agreement
                    ......................................................................................................................................................................................................
                3011.9
                Amendment
                    ...............................................................................................................................................................................................................
                3011.10
                Securities
                    Law Matters
                    ............................................................................................................................................................................................
                3011.11
                Notices
                    .......................................................................................................................................................................................................................
                3011.12
                Construction
                    .............................................................................................................................................................................................................
                3111.13
                Submission
                    to Jurisdiction; Consent to Service of Process
                    ..............................................................................................................................
                3111.14
                No
                    Consequential or Punitive Damages
                    ...............................................................................................................................................................
                3111.15
                Waiver
                    ........................................................................................................................................................................................................................
                3111.16
                Confidentiality
                    ...........................................................................................................................................................................................................
                3111.17
                Public
                    Announcement
                    .............................................................................................................................................................................................
                32