SOUTHERN UNION CO
LLCA AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>lllcajustified_edgar.txt
<DESCRIPTION>LLCA AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY












                              AMENDED AND RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                CCE HOLDINGS, LLC



                          dated as of November 5, 2004



















<PAGE>


                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                CCE HOLDINGS, LLC

         This Amended and Restated Limited  Liability  Company  Agreement of CCE
Holdings, LLC, a Delaware limited liability company (the "Company"),  is entered
into as of this 5th day of November,  2004, by and between  EFS-PA,  LLC and CCE
ACQUISITION, LLC.

                              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 entered into that certain Limited Liability
Company Agreement on June 18, 2004 (the "Original LLC Agreement");

         WHEREAS,  the parties  hereto  desire to amend and restate the Original
LLC  Agreement 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,  hereby  amend and  restate  the
Original  Agreement and the parties hereto intending to be legally bound 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:

         "AAA" shall have the meaning specified in Section 12.13.

         "Accepting   Member"  shall  have  the  meaning  specified  in  Section
5.1(c)(i).

         "Acquisition  Date" shall mean the date on which the  Company  acquires
100% of the membership interests of CrossCountry.

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

         "Additional  Supplemental  Capital  Contribution"  shall mean a Capital
Contribution  made by an Accepting Member pursuant to Section  5.1(c)(ii) as the
result of a failure by one or more other Members to make a Supplemental  Capital
Contribution.

         "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  Deficit  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  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. In the event that a Member makes a non-pro rata Capital  Contribution
pursuant to Section  5.1(c),  the Aggregate  Percentage  Interest of each Member
shall be  adjusted  to equal a  fraction,  the  numerator  of which shall be the
Member's Capital Account balance as of the date of the Capital  Contribution (as
adjusted to take into  account  any non-pro  rata  Capital  Contribution  and to
reflect all Profits and Losses, including Profits and Losses attributable to the
revaluation  of  the  Company's  assets  pursuant  to  paragraph  (b)(i)  of the
definition of Asset Value), and the denominator of which shall be the sum of all
Members' Capital Account balances as of the date of the Capital Contribution (as
adjusted to take into  account all non-pro  rata  Capital  Contributions  and to
reflect all Profits and Losses, including Profits and Losses attributable to the
revaluation  of  the  Company's  assets  pursuant  to  paragraph  (b)(i)  of the
definition of Asset Value).


         "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.

         "Aggregate  Supplemental  Capital  Contribution  Amount" shall have the
meaning specified in Section 5.1(c)(i).

         "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:

                                    (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 makes 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.

         "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 which is neither a Saturday or 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 Connecticut or the Commonwealth of Pennsylvania.

         "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.

         "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  XI)  plus  all  cash  withdrawn  from  reserves  (as  determined  to be
appropriate  by the Executive  Committee or the Managing  Member),  less (a) all
operating expenses of the Company  (including  capital  expenditures and amounts
payable under the Administrative  Services Agreement),  (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 the Managing Member) and (d) all payments of interest and scheduled principal
in respect of Indebtedness of the Company.

         "CCE" shall mean CCE  Acquisition,  LLC 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 25% Call Option"  shall have the meaning  specified in Section
8.5(a)(i).

         "Class A 25% Call Option  Notice"  shall have the meaning  specified in
Section 8.5(a)(ii).

         "Class A 25% Call  Option  Pool"  shall mean as of any 25% Call  Option
Exercise Date the aggregate Class A Membership Interests then held by CCE and by
all Original  Class A  Transferees  (other than EFS and its  Affiliates)  not in
excess of 25% of the amount of Class A Membership  Interests held by CCE and all
Original Class A Transferees as of the Equity Closing.

         "Class A 25% Call Option  Purchase Price" shall mean as of any 25% Call
Option  Exercise Date the greater of (a) such amount then required to be paid to
CCE  and any  Original  Class A  Transferee  in  respect  of the  sale of  their
respective  Class A Membership  Interests  upon exercise of the Class A 25% Call
Option to achieve the Class A IRR,  including any distributions  previously made
pursuant to Section 6.1(a)  (assuming that any Original Class A Transferee  held
the Class A Membership  Interests  from the Equity  Closing) as of such 25% Call
Option Exercise Date and (b) the then Fair Value Price.

         "Class A 100% Call Option" shall have the meaning  specified in Section
8.5(b)(i).

         "Class A 100% Call Option  Notice" shall have the meaning  specified in
Section 8.5(b)(ii).

         "Class  A  100%  Call  Option  Purchase  Price"  shall  mean  as of the
applicable  Class A Transfer  Anniversary  the  greater of (a) such  amount then
required to be paid to any Subsequent  Class A Transferee in respect of the sale
of its Class A Membership Interests upon exercise of the applicable Class A 100%
Call Option to achieve the Class A IRR,  including any distributions  previously
made pursuant to Section 6.1(a)  (calculated  from the date that such Subsequent
Class A Transferee  acquired the Class A Membership  Interests) and (b) the Fair
Value Price.

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

         "Class A IRR"  shall  mean,  with  respect  to any  Class A  Membership
Interest, the sum of (a) all Capital Contributions made with respect thereto and
(b) an amount, calculated on a pre-tax basis, for any specified period, equal to
a return on such Capital  Contributions  of 11% per annum,  compounded  annually
from the date such Capital Contributions were first made.

         "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. In the event the Aggregate  Percentage Interests are adjusted as a
result of a non-pro rata Capital  Contribution  pursuant to Section 5.1(c),  the
Class A Percentage  Interests  shall be adjusted in the same manner as set forth
in the last sentence of the  definition of Aggregate  Percentage  Interest,  but
taking  into  account  only the Capital  Account  balance  attributable  to each
Member's Class A Membership Interest.

         "Class A Transfer  Anniversary"  shall have the  meaning  specified  in
Section 8.5(b).

         "Class B 25% Call Option"  shall have the meaning  specified in Section
8.6(a)(i).

         "Class B 25% Call Option  Notice"  shall have the meaning  specified in
Section 8.6(a)(ii).

         "Class B 25% Call  Option  Pool"  shall mean as of any 25% Call  Option
Exercise Date the aggregate Class B Membership Interests then held by EFS and by
all Original  Class B  Transferees  (other than CCE and its  Affiliates)  not in
excess of 25% of the amount of Class B Membership  Interests held by EFS and all
Original Class B Transferees as of the Equity Closing.

         "Class B 25% Call Option  Purchase Price" shall mean as of any 25% Call
Option  Exercise Date the greater of (a) such amount then required to be paid to
EFS  and any  Original  Class B  Transferee  in  respect  of the  sale of  their
respective  Class B Membership  Interests  upon exercise of the Class B 25% Call
Option to achieve the Class B IRR including any  distributions  previously  made
pursuant to Section 6.1(a)  (assuming that any Original Class B Transferee  held
the Class B Membership  Interests  from the Equity  Closing) as of such 25% Call
Option Exercise Date and (b) the then Fair Value Price.

         "Class B 100% Call Option" shall have the meaning  specified in Section
8.6(b)(i).

         "Class B 100% Call Option  Notice" shall have the meaning  specified in
Section 8.6(b)(ii).

         "Class  B  100%  Call  Option  Purchase  Price"  shall  mean  as of the
applicable  Class B Transfer  Anniversary  the  greater of (a) such  amount then
required to be paid to any Subsequent  Class B Transferee in respect of the sale
of its Class B Membership Interests upon exercise of the applicable Class B 100%
Call Option to achieve the Class B IRR  including any  distributions  previously
made pursuant to Section 6.1(a)  (calculated  from the date that such Subsequent
Class B Transferee acquired its Class B Membership  Interests) in respect of the
sale of the Class B Membership Interests held thereby upon exercise of the Class
B 100% Call Option and (b) the Fair Value Price.

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

         "Class B IRR"  shall  mean,  with  respect  to any  Class B  Membership
Interest,  the sum of (a) all aggregate Capital  Contributions made with respect
thereto and (b) an amount,  calculated  on a pre-tax  basis,  for any  specified
period,  equal to a  return  on such  Capital  Contributions  of 11% per  annum,
compounded annually from the date on which such Capital Contributions were first
made.

         "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.

         "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. In the event the Aggregate  Percentage Interests are adjusted as a
result of a non-pro rata Capital  Contribution  pursuant to Section 5.1(c),  the
Class B Percentage  Interests  shall be adjusted in the same manner as set forth
in the last sentence of the  definition of Aggregate  Percentage  Interest,  but
taking  into  account  only the Capital  Account  balance  attributable  to each
Member's Class B Membership Interest.

         "Class B Transfer  Anniversary"  shall have the  meaning  specified  in
Section 8.6(b).

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

         "Company" shall mean CCE Holdings,  LLC, a Delaware  limited  liability
company.

         "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  Citrus
Corp.,  CrossCountry Energy Services,  LLC, Transwestern Holding Company,  Inc.,
Northern  Plains  Natural  Gas  Company and NBP  Services  Corporation,  or such
limited  liability  company  into  which any of the  foregoing  shall  have been
converted  (including  by way of merger);  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(c)(i).

         "Contribution Offer Notice" shall have the meaning specified in Section
5.1(c)(i).

         "Corporate  Conversion"  means a  transaction,  or a series of  related
transactions,  whether  by  way  of  merger,  sale  of  assets,  liquidation  or
otherwise,  pursuant to which the Company or its  business is  reorganized  as a
corporation  (other than a  corporation  electing to be treated as  Subchapter S
corporation under the Code).

         "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.

         "Demand Registration" shall have the meaning specified in Section 9.1.

         "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 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.

         "Drag-Along Notice" shall have the meaning specified in Section 8.7(d).

         "Drag-Along Rights" shall have the meaning specified in Section 8.7(d).

         "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.

         "EFS"  shall  mean  EFS-PA,  LLC and  any of its  Affiliates  that  are
Members.

         "Eligible  Transferee"  shall mean such  Person that (a) (i) (A) at the
time of the  proposed  Transfer  is not the owner  (other than as  permitted  in
clause (ii)) or operator of a natural gas pipeline which directly  competes with
any of the pipeline  assets owned  indirectly by the Company,  and (B) has a net
worth of not less than  $100,000,000,  or (ii) is  primarily  involved in making
passive  investments and not otherwise  engaged as an owner (except through such
passive  investments)  or operator of a natural gas  pipeline,  and (b) is not a
Prohibited Transferee.

         "Equity Closing" shall mean the funding of the Capital Contributions to
the Company by the Members in the amounts set forth on Exhibit A.

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

         "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).

         "Fair Value" shall mean as of any date, an amount equal to the positive
difference,  if any,  between (i) the quotient  obtained by dividing the average
EBITDA  for  the  immediately  preceding  eight  full  fiscal  quarters  by two,
multiplied by 8.9; provided,  however,  that if at the time reference is made to
the Fair Value Price,  the  Company's  interest in Northern  Plains  Natural Gas
company  has not been sold for at least  $175,000,000,  then the  parties to the
transaction with respect to which reference is made to the Fair Value Price will
negotiate in good faith with a view to determining the  appropriate  multiple of
EBITDA to apply to such transaction,  less (ii) the consolidated  funded debt of
the Company and the Company  Subsidiaries,  less (iii) 50% of the funded debt of
Citrus Corp.

         "Fair Value Price" shall mean with respect to any  Membership  Interest
to be Transferred,  the product obtained by multiplying the Aggregate Percentage
Interest represented by such Membership Interest by the then Fair Value.

         "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 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).

         "Non-Accepting  Member"  shall have the  meaning  specified  in Section
5.1(c)(ii).

         "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).

         "Original  Class A  Transferee"  shall mean each Person that acquires a
Class A  Membership  Interest  directly  from CCE at any time on or  before  the
Transfer Restriction Date, and any direct or indirect Transferee of such Class A
Membership Interest.

         "Original  Class B  Transferee"  shall mean each Person that acquires a
Class B  Membership  Interest  directly  from EFS at any time on or  before  the
Transfer Restriction Date, and any direct or indirect Transferee of such Class B
Membership Interest.

         "Original  LLC  Agreement"  shall mean that certain  Limited  Liability
Company  Agreement,  dated  as of June 18,  2004,  between  EFS-PA,  LLC and CCE
Acquisition, LLC.

         "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;

                  (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 thereof,  which Exhibit B may be modified from time to time by
the Members holding not less than a majority of the Class A Membership Interests
by 180 days'  prior  written  notice  to the  Company  and the Class B  Members;
provided,  that in no event  shall  Exhibit B at any time set forth be more than
three Persons.

         "Public Offering" means any primary or secondary public offering of any
securities of the Company pursuant to an effective  registration statement under
the Securities Act, other than pursuant to a registration  statement on Form S-4
or Form S-8 or any successor or similar form.

         "Put Option" shall have the meaning specified in Section 8.7(a).

         "Put Option Exercise Date" shall have the meaning  specified in Section
8.7(a).

         "Put Option Notice" shall have the meaning specified in Section 8.7(a).

         "Put Option  Postponement  Notice" shall have the meaning  specified in
Section 8.7(d).

         "Put Option  Postponement  Period" shall have the meaning  specified in
Section 8.7(d).

         "Put Option Purchase Price" shall mean the Fair Value Price.

         "Put  Option  Transfer"  shall  mean the  Transfer  resulting  from the
exercise by the Class B Members of the Put Option.

         "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.

         "Registrable   Securities"  shall  mean  (a)  the  Class  B  Membership
Interests  or capital  stock into which such Class B  Membership  Interests  may
hereafter be changed by way of a dividend or in connection with a combination or
subdivision of the Class B Membership Interests, or a reclassification,  merger,
consolidation  or other  reorganization  of the Company  and (b) any  securities
issued or  issuable  by the  Company  with  respect  to the  Class B  Membership
Interests referred to in the foregoing clause (a) in connection with a Corporate
Conversion;  provided, however, that as to any particular Registrable Securities
that have been issued, such securities shall cease to be Registrable  Securities
when (i) a registration  statement  with respect to the sale of such  securities
shall have become  effective under the Securities Act and such securities  shall
have been disposed of under such  registration  statement,  (ii) they shall have
been  distributed to the public  pursuant to Rule 144 under the Securities  Act,
(iii) in the  opinion of legal  counsel for the holder of such  securities  that
would otherwise be Registrable  Securities,  the holder of such securities shall
have become  eligible to  distribute  all such  securities  held  thereby to the
public  pursuant  to Rule 144 under the  Securities  Act during any  three-month
period without regard to the volume  limitations and manner of sale requirements
of Rule 144, (iv) they shall have been otherwise transferred or disposed of, and
new  certificates  therefor not bearing a legend  restricting  further  transfer
shall have been delivered by the Company, and subsequent transfer or disposition
of them  shall  not  require  their  registration  or  qualification  under  the
Securities  Act or any similar  state law then in force,  or (v) they shall have
ceased to be outstanding.

         "Registration  Expenses"  means any and all  expenses  incident  to the
Company's  performance  of or  compliance  with  Article IX  hereof,  including,
without  limitation,  all registration,  qualification and filing fees, printing
expenses, escrow fees, listing fees, fees and disbursements of legal counsel for
the  Company,  fees  and  disbursements  of legal  counsel  for the  holders  of
Registrable  Securities,  Blue Sky fees and expenses  (including  the reasonable
fees and  disbursements  of  underwriters'  counsel in connection  with Blue Sky
qualifications  and  filings),  fees and  expenses  of the  transfer  agent  and
registrar  for the  Registrable  Securities,  and the fees and  expenses  of any
special  audits and/or "cold  comfort"  letters  required by or incident to such
performance and compliance, but excluding underwriting discounts and commissions
and  applicable  transfer and  documentary  stamp taxes,  if any, which shall be
borne by the seller of the securities in all cases.

         "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).

         "Rules" shall have the meaning set forth in Section 12.13.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "SUG" shall mean Southern Union Company, a Delaware corporation.

         "SUG Average  Trading Price" shall mean the average of the daily market
prices of the SUG Common Stock during the SUG Trading  Calculation  Period.  The
market  price  for each  such day  shall be the last  sale  price on such day as
reported on the New York Stock Exchange Consolidated Tape, or, if the SUG Common
Stock is not listed on the New York Stock  Exchange,  Inc.  or  reported on such
Consolidated  Tape,  then the  last  sale  price  on such  day on the  principal
domestic stock exchange on which the SUG Common Stock is then listed or admitted
to trading, or, if no sale takes place on such day on such exchange, the average
of the closing  bid and asked  prices on such day as  officially  quoted on such
exchange,  or, if the SUG Common Stock is not then listed or admitted to trading
on any  domestic  stock  exchange  but is quoted  in the  Nasdaq  Stock  Markets
National  Market  ("NMS/NASDAQ")  of  the  National  Association  of  Securities
Dealers,  Inc.  Automated  Quotation  System  ("NASDAQ"),  then the SUG  Average
Trading Price for each such trading day shall be the last sale price on such day
as quoted by  NMS/NASDAQ,  or, if no sale takes  place on such day or if the SUG
Common  Stock is neither  listed or  admitted to trading on any  domestic  stock
exchange nor quoted on such  NMS/NASDAQ,  then the SUG Average Trading Price for
each such trading day shall be the average of the reported closing bid and asked
price  quotations  on such day in the  over-the-counter  market,  as reported by
NASDAQ,  or, if not so reported,  as furnished by the National Quotation Bureau,
Inc.,  or if such firm at the time is not engaged in the  business of  reporting
such prices,  as furnished by any similar firm then engaged in such  business as
selected by the Company, or if there is no such firm, as furnished by any member
of the National Association of Securities Dealers,  Inc. selected by the Company
with the written approval of the Members holding not less than a majority of the
Class B Membership Interests.

         "SUG Common  Stock" shall mean the common stock of SUG or any successor
thereto that is the subject of a then effective  registration statement that has
been filed with the Securities and Exchange Commission under the Securities Act.

         "SUG Trading  Calculation Period" shall mean the 30 consecutive trading
days  preceding the date on which CCE receives the Put Option  Notice,  on which
the SUG Common  Stock  traded on the New York Stock  Exchange,  Inc.  or another
principal  domestic  stock  exchange or on which the daily market prices for the
SUG Common  Stock were  reported  as  provided  in the  second  sentence  of the
definition of "SUG Average Trading Price."

         "Subsequent  Class A Transferee" shall mean each Person that acquires a
Class A  Membership  Interest  directly  from  CCE  subsequent  to the  Transfer
Restriction  Date  and  any  direct  or  indirect  Transferee  of  such  Class A
Membership Interest.

         "Subsequent  Class B Transferee" shall mean each Person that acquires a
Class B  Membership  Interest  directly  from  EFS  subsequent  to the  Transfer
Restriction  Date  and  any  direct  or  indirect  Transferee  of  such  Class B
Membership Interest.

         "Supplemental  Capital  Contribution"  shall  mean  in  respect  of any
Member,  an  additional  Capital  Contribution  to be made at the option of such
Member as provided in Section 5.1(c).

         "Supplemental  Contribution  Date" shall have the meaning  specified in
Section 5.1(c)(i).

         "Supplemental  Contribution Participation Amount" means, in the case of
any Member in respect of a Supplemental Capital Contribution, an amount equal to
such  Member's  Aggregate   Percentage  Interest  of  the  applicable  Aggregate
Supplemental Capital Contribution Amount.

         "Supplemental  Proportionate Share" means, in the case of any Accepting
Member in respect of an Additional  Supplemental Capital Contribution to be made
on any  Supplemental  Contribution  Date, a fraction,  the  denominator of which
shall be the sum of all Supplemental  Capital  Contributions which all Accepting
Members have elected to make on such Supplemental  Contribution Date pursuant to
Section 5.1(c)(i),  and the numerator of which shall be the Supplemental Capital
Contribution   which  such  Accepting   Member  has  elected  to  make  on  such
Supplemental  Contribution  Date  pursuant to Section  5.1(c)(i),  or such other
percentage as the Accepting Members may otherwise agree.

         "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  all of the
Class A Membership Interests and the Class B Membership Interests.

         "Third  Party  Purchaser  Notice"  shall have the meaning  specified in
Section 8.8(b).

         "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 General  Electric  Capital  Corporation or SUG. The term
"Transferred" shall have a correlative meaning.

         "Transfer  Restriction  Date"  shall mean the date that is the 18 month
anniversary of the Equity Closing.

         "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 8.4.

         "25% Call Option  Exercise  Date" shall mean each of the fifth,  sixth,
seventh and eighth anniversaries of the Equity Closing.

         "Unavailable  Class A Membership  Interests"  shall mean as of any date
any Class A Membership  Interests that were  previously  included in any Class A
25% Call  Option  Pool but were not  purchased  by EFS upon the  exercise of the
applicable Class A 25% Call Option.

         "Unavailable  Class B Membership  Interests"  shall mean as of any date
any Class B Membership  Interests that were  previously  included in any Class B
25% Call  Option  Pool but were not  purchased  by CCE upon the  exercise of the
applicable Class B Call Option.

         "Underwritten   Offering"  means  any  Public  Offering  of  securities
distributed by means of a firm commitment underwriting.

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";

(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 One PEI  Center,  Wilkes-Barre,  PA 18711.  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 XI or
the Act.

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) &
                  (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 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 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 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 Approval. 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;

(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;

(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 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 include requests for any material  injunction,  specific
performance or other equitable relief;

(k) entering into any confession of a material judgment against the Company or a
Company Subsidiary;

(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)  making  any  Rate  Filing  or  any  Material  Regulatory  Filing  with  any
Governmental Authority;

(n)  implementing  any material  change in  accounting  policies or practices in
respect of the Company or any Company Subsidiary,  or terminating the engagement
of the Company's principal independent auditors;

(o) engaging any  commercial or investment  banks,  independent  accountants  or
legal  counsel to provide  services  to the  Company or any  Company  Subsidiary
unless such engagement would not reasonably be expected to result in the payment
thereto of fees in excess of $250,000 in any Fiscal Year; and

(p) the entry into any new line of  business  or the  formation  of any  Company
Subsidiary

In addition to the foregoing,  the Executive  Committee shall review and approve
the insurance  program  (including  coverages and  providers)  maintained by the
Company and the Company Subsidiaries no less frequently than once each year, and
at such other times as the Managing Member may request.

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").
Without limiting the generality of the preceding  sentence,  a reasonable period
of time  prior to the  making of any Rate  Filing,  the  Managing  Member  shall
provide each  Executive  Committee  Member with a full and detailed  analysis of
such Rate Filing and shall also  respond  promptly to any  questions or requests
for  additional  information  that any Executive  Committee  Member may have. 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.  No later than the Equity Closing,  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 EFS) 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 80% of the
Class A  Membership  Interests,  (v) in the event  that no  dividends  have been
declared and paid by each of the Company and Transwestern Holding Company,  Inc.
(or its successor limited  liability  company) for a period of eight consecutive
fiscal quarters,  unless the Executive  Committee has unanimously agreed that no
such  dividends will be paid or (vi) 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).   It  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 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.

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, EFS 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  (other than a
                    modification  or  supplement  by  CCE  to  Exhibit  B or  as
                    provided in Section 5.1(c)(iii));

               (ii) requiring any Member to contribute additional capital beyond
                    such Member's  Capital  Contribution as set forth on Exhibit
                    A; and

               (iii)issuing any Membership  Interests or other equity securities
                    of the  Company to any Member  (other than as a result of an
                    adjustment to the respective  Aggregate Percentage Interests
                    of the Members as provided in Section 5.1(c)(iii)).

(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; 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. 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 to each 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. 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  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 Contributions.

(a)               Initial Capital Contributions.  On or prior to the Acquisition
                  Date,  each Member shall make its Capital  Contribution to the
                  Company  as  set  forth  under   "Acquisition   Date   Capital
                  Contribution" on Exhibit A.

(b)               Subsequent Capital Contributions. 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 EFS (but only so
                  long as it shall be a Member).

(c)               Supplemental Capital Contributions.

               (i)  From  time to time,  CCE (but  only so long as it shall be a
                    Member)  and EFS (but only so long as it shall be a Member),
                    jointly  but not  severally,  may permit the Members to make
                    Supplemental Capital  Contributions in such aggregate amount
                    (the "Aggregate  Supplemental Capital Contribution  Amount")
                    and at such  time or  times  as CCE  and EFS  shall  jointly
                    determine to be  appropriate.  Upon any such  determination,
                    the  Managing  Member  shall send a notice (a  "Contribution
                    Offer  Notice") to each Member stating that each Member may,
                    in  its  sole  discretion,   make  a  Supplemental   Capital
                    Contribution   in  an   amount   equal   to  such   Members'
                    Supplemental   Contribution   Participation   Amount.   Each
                    Contribution   Offer  Notice  shall  also  specify  (A)  the
                    applicable   Aggregate   Supplemental  Capital  Contribution
                    Amount,  (B) the  date  (which  shall  be not  less  than 15
                    Business Days following the  Contribution  Offer  Expiration
                    Date (as defined below)) on which any  Supplemental  Capital
                    Contributions must be made (the  "Supplemental  Contribution
                    Date"), and (C) the date (the "Contribution Offer Expiration
                    Date")  on  which  the   Members'   rights  to  make   their
                    Supplemental Capital  Contributions shall expire, which date
                    shall be no earlier  than 30  Business  Days  following  the
                    delivery  by  the  Managing  Member  to the  Members  of the
                    applicable  Contribution  Offer  Notice.  If  a  Member  (an
                    "Accepting  Member") notifies the Managing Member that it is
                    electing  to  make  the  applicable   Supplemental   Capital
                    Contribution  prior  to the  Contribution  Offer  Expiration
                    Date, such election shall be irrevocable, and such Accepting
                    Member  shall  be bound to make  such  Supplemental  Capital
                    Contribution  to  the  Company  in an  amount  equal  to its
                    Supplemental Contribution Participation Amount.

               (ii) If a Member (a "Non-Accepting  Member") elects not to make a
                    Supplemental  Capital  Contribution,  or fails to notify the
                    Managing Member prior to the  Contribution  Offer Expiration
                    Date   whether  it  is   electing   to  make  a   applicable
                    Supplemental Capital Contribution, such Non-Accepting Member
                    shall be  deemed  to have  waived  its  right  to make  such
                    Supplemental  Capital  Contribution.  Promptly following the
                    Contribution  Offer  Expiration  Date,  the Managing  Member
                    shall  notify  each  Accepting  Member that each may, in its
                    sole  discretion,  make an Additional  Supplemental  Capital
                    Contribution   in  an  amount  equal  to  its   Supplemental
                    Proportionate   Share   of   any   Non-Accepting    Member's
                    Supplemental   Contribution    Participation   Amount.   Any
                    Accepting  Member  that  shall  elect to make an  Additional
                    Supplemental  Capital  Contribution  shall do so by  sending
                    written  notice to the  Managing  Member  not  later  than 5
                    Business   Days   prior  to  the   applicable   Supplemental
                    Contribution Date.

               (iii)Upon the making of any Supplemental Capital Contributions by
                    any Members as provided in this Section 5.1(c), the Managing
                    Member  shall  amend  Exhibit A to reflect  the  appropriate
                    adjustments to the respective Aggregate Percentage Interests
                    of the Members in accordance with the definition thereof.

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 or require 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 Executive Committee (but
in no event less  frequently  than  annually) to each Class A Member and Class B
Member in proportion to their respective Aggregate Percentage Interests.


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) the  Company's  Cash Flow for 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.

(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.

               (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
                    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 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
bases 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 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.  EFS, CCE and any other Person holding,  directly or
indirectly,  a Class A Membership  Interest or Class B Membership  Interests may
Transfer all or any portion of its Membership  Interest only in accordance  with
the  provisions  of this  Article  VIII;  provided,  that EFS, 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 8.9.

8.2 Class A Member Transfers.

(a)  Subject  to the  provisions  of  Section  8.9 at any time on or before  the
Transfer  Restriction  Date, CCE may Transfer up to 40% of the aggregate Class A
Membership Interests to any Person.

(b) Subject to the  provisions  of Sections  8.4,  8.7, 8.8 and 8.9, at any time
following  the Transfer  Restriction  Date,  Class A Members may Transfer all or
part of their Class A Membership  Interests  without  limitation  to any Person;
provided,  however, that neither CCE nor any of its Affiliates shall be entitled
to Transfer any Class A Membership  Interests  if  following  such  Transfer the
Class A Percentage  Interests of CCE and its  Affiliates  would be less than 50%
without  the  approval  of Members  holding  at least a majority  of the Class B
Membership  Interests,  which  approval may be granted or withheld in their sole
discretion.

(c) Subject only to the provisions of Sections 8.7, 8.8 and 8.9, Class A Members
may  Transfer  all or any  portion  of  their  Unavailable  Class  A  Membership
Interests to any Person at any time.

8.3 Class B Member Transfers.

(a)  Subject  to the  provisions  of  Section  8.9 at any time on or before  the
Transfer  Restriction Date, EFS may Transfer up to 40% of its Class B Membership
Interests to any Eligible Transferee.

(b) Subject to the provisions of Sections 8.4 and 8.9, at any time following the
Transfer  Restriction  Date,  Class B Members may  Transfer all or part of their
Class B Membership  Interests  without  limitation  to any Eligible  Transferee;
provided,  however,  that no such  Transfer  during any of the first,  second or
third 12-month periods following the Transfer  Restriction Date shall be of more
than 10% of the aggregate Class B Membership Interests unless the Administrative
Services Provider shall no longer be an Affiliate of CCE.

(c) Subject only to the  provisions of Sections 8.7, 8.8 and 8.9 Class B Members
may  Transfer  all or any  portion  of  their  Unavailable  Class  B  Membership
Interests to any Person at any time.

8.4 Right of First Offer.  On and after the Transfer  Restriction  Date,  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 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 8.4 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 8.4.

8.5 Class A Call Options.

(a) Class A 25% Call Options.

               (i)  On each 25% Call Option Exercise Date, EFS (to the exclusion
                    of any  other  Class B  Members)  shall  have  the  right to
                    purchase for the Class A 25% Call Option Purchase Price from
                    CCE and each Original Class A Transferee such portion of the
                    then  applicable  Class A 25% Call Option Pool (the "Class A
                    25% Call  Option") as EFS shall  elect;  provided,  that any
                    exercise by EFS of such Class A 25% Call Option shall be pro
                    rata in respect of all Class A Membership Interests included
                    in  such  Class  A 25%  Option  Pool  in  proportion  to the
                    respective  Class  A  Percentage  Interests  of CCE  and all
                    Original Class A Transferees.

               (ii) Not more than 90 calendar days before, and not later than 30
                    calendar  days  before,   the  applicable  25%  Call  Option
                    Exercise Date EFS shall send a written  notice (the "Class A
                    25% Call Option  Notice") to CCE and each  Original  Class A
                    Transferee (A) stating that it is exercising the Class A 25%
                    Call Option, (B) specifying the Class A Membership Interests
                    in respect of which EFS is  exercising  the Class A 25% Call
                    Option,  (C)  specifying  the amount of the Class A 25% Call
                    Option  Purchase  Price,  and (D) including  therewith  such
                    calculations as shall  demonstrate in reasonable  detail the
                    basis for the determination of the amount of the Class A 25%
                    Call  Option  Purchase  Price.  Any Class A 25% Call  Option
                    Notice shall be  irrevocable  and may not be rescinded  once
                    given,  without  the  written  consent of CCE and each other
                    Class A Member to which such notice was given, which consent
                    may be  withheld  or granted in CCE's or such other  Class A
                    Member's sole and absolute discretion.

               (iii)The  closing of the Class A 25% Call Option  Transfer  shall
                    occur on the  applicable  25%  Call  Option  Exercise  Date;
                    provided,  that in the event such day is not a Business Day,
                    the closing day shall occur on the next succeeding  Business
                    Day.  The  Class A 25% Call  Option  Purchase  Price for the
                    purchase  of  CCE's  Class A  Membership  Interest  and each
                    Original  Class  A  Transferee's   Membership  Interest,  as
                    applicable,  shall be paid by wire  transfer of  immediately
                    available  funds to such  account  or  accounts  as shall be
                    specified by CCE and each  Original  Class A Transferee  (in
                    proportion   to   their   respective   Class  A   Percentage
                    Interests),  as  applicable.  CCE and each Original  Class A
                    Transferee  shall convey its  respective  Class A Membership
                    Interest   to  EFS  free  and   clear  of  all   liens   and
                    encumbrances.  Each Member  agrees to cooperate  and to take
                    all actions and execute all documents  reasonably  necessary
                    or  appropriate  to reflect  the  purchase  of CCE's Class A
                    Membership  Interest and each Original  Class A Transferee's
                    Membership  Interest,  as applicable,  by EFS. All transfer,
                    stamp  and  recording  taxes  imposed  as a  result  of such
                    transfer  shall be payable by EFS.  All other costs shall be
                    borne by the party who customarily bears such costs.

(b) Class A 100% Call Options.

               (i)  On the  fifth  anniversary  of the date of any  Transfer  of
                    Class  A  Membership  Interests  to  a  Subsequent  Class  A
                    Transferee following the Transfer Restriction Date (a "Class
                    A Transfer Anniversary"), EFS (to the exclusion of any other
                    Class B Members)  shall have the right to purchase  from any
                    such  Subsequent  Class A Transferee  all, but not less than
                    all,  of  such  Subsequent  Class  A  Transferee's  Class  A
                    Membership  Interest  for  the  Class  A  100%  Call  Option
                    Purchase Price (the "Class A 100% Call Option").

               (ii) Not more than 90 calendar days before,  and not less than 30
                    calendar days before, the Class A Transfer Anniversary,  EFS
                    shall send a written  notice  (the "Class A 100% Call Option
                    Notice") to the applicable Subsequent Class A Transferee (A)
                    stating that it is exercising  the Class A 100% Call Option,
                    (B)  specifying  the amount of the Class A 100% Call  Option
                    Purchase   Price,   and   (C)   including   therewith   such
                    calculations as shall  demonstrate in reasonable  detail the
                    basis  for the  determination  of the  amount of the Class A
                    100%  Call  Option  Purchase  Price.  Any  Class A 100% Call
                    Option Notice shall be irrevocable  and may not be rescinded
                    once given,  without the written  consent of the  Subsequent
                    Class A Transferee that received such notice,  which consent
                    may be  withheld  or  granted  in  such  Member's  sole  and
                    absolute discretion.

               (iii)The closing of the Class A 100% Call Option  Transfer  shall
                    occur  on  the  applicable  Class  A  Transfer  Anniversary;
                    provided,  that in the event such day is not a Business Day,
                    the closing shall occur on the next succeeding Business Day.
                    The Class A 100% Call Option Purchase Price for the purchase
                    of the Subsequent Class A Transferee's  Membership  Interest
                    shall  be paid by wire  transfer  of  immediately  available
                    funds to such  account or accounts as shall be  specified by
                    the Subsequent  Class A Transferee.  Such Subsequent Class A
                    Transferee  shall convey its Class A Membership  Interest to
                    EFS  free and  clear of all  liens  and  encumbrances.  Each
                    Member  agrees  to  cooperate  and to take all  actions  and
                    execute all documents reasonably necessary or appropriate to
                    reflect the purchase of the Subsequent  Class A Transferee's
                    Membership  Interest,  by  EFS.  All  transfer,   stamp  and
                    recording  taxes imposed as a result of such transfer  shall
                    be payable  by EFS.  All other  costs  shall be borne by the
                    party who customarily bears such costs.

8.6 Class B Call Options.

(a) Class B 25% Call Options.

               (i)  On each 25% Call Option Exercise Date, CCE (to the exclusion
                    of any  other  Class A  Members)  shall  have  the  right to
                    purchase for the Class B 25% Call Option Purchase Price from
                    EFS and each Original Class B Transferee such portion of the
                    then  applicable  Class B 25% Call Option Pool (the "Class B
                    25% Call  Option") as CCE shall  elect;  provided,  that any
                    exercise by CCE of such Class B 25% Call Option shall be pro
                    rata in respect of all Class B Membership Interests included
                    in  such  Class  B 25%  Option  Pool  in  proportion  to the
                    respective  Class  B  Percentage  Interests  of EFS  and all
                    Original Class B Transferees.

               (ii) Not more than 90 calendar days before,  and not less than 30
                    calendar  days  before,   the  applicable  25%  Call  Option
                    Exercise Date CCE shall send a written  notice (the "Class B
                    25% Call Option  Notice") to EFS and each  Original  Class B
                    Transferee (A) stating that it is exercising the Class B 25%
                    Call Option, (B) specifying the Class B Membership Interests
                    in respect of which CCE is  exercising  the Class B 25% Call
                    Option,  (C)  specifying  the amount of the Class B 25% Call
                    Option  Purchase  Price,  and (D) including  therewith  such
                    calculations as shall  demonstrate in reasonable  detail the
                    basis for the determination of the amount of the Class B 25%
                    Call  Option  Purchase  Price.  Any Class B 25% Call  Option
                    Notice shall be  irrevocable  and may not be rescinded  once
                    given,  without  the  written  consent of EFS and each other
                    Class B Member to which such notice was given, which consent
                    may be  withheld  or granted  in EFS' or such other  Class B
                    Member's sole and absolute discretion.

               (iii)The  closing of the Class B 25% Call Option  Transfer  shall
                    occur on the  applicable  25%  Call  Option  Exercise  Date;
                    provided,  that in the event such day is not a Business Day,
                    the closing day shall occur on the next succeeding  Business
                    Day.  The  Class B 25% Call  Option  Purchase  Price for the
                    purchase  of  EFS'  Class B  Membership  Interest  and  each
                    Original  Class  B  Transferee's   Membership  Interest,  as
                    applicable,  shall be paid by wire  transfer of  immediately
                    available  funds to such  account  or  accounts  as shall be
                    specified by EFS and each  Original  Class B Transferee  (in
                    proportion   to   their   respective   Class  B   Percentage
                    Interests),  as  applicable.  EFS and each Original  Class B
                    Transferee  shall convey its  respective  Class B Membership
                    Interest   to  CCE  free  and   clear  of  all   liens   and
                    encumbrances.  Each Member  agrees to cooperate  and to take
                    all actions and execute all documents  reasonably  necessary
                    or  appropriate  to  reflect  the  purchase  of EFS' Class B
                    Membership  Interest and each Original  Class B Transferee's
                    Membership  Interest,  as applicable,  by CCE. All transfer,
                    stamp  and  recording  taxes  imposed  as a  result  of such
                    transfer  shall be payable by CCE.  All other costs shall be
                    borne by the party who customarily bears such costs.

(b) Class B 100% Call Options.

               (i)  On the  fifth  anniversary  of the date of any  Transfer  of
                    Class  B  Membership  Interests  to  a  Subsequent  Class  B
                    Transferee following the Transfer Restriction Date (a "Class
                    B Transfer Anniversary"), CCE (to the exclusion of any other
                    Class A Members)  shall have the right to purchase  from any
                    such  Subsequent  Class B Transferee  all, but not less than
                    all,  of  such  Subsequent  Class  B  Transferee's  Class  B
                    Membership  Interest  for  the  Class  B  100%  Call  Option
                    Purchase Price (the "Class B 100% Call Option").

               (ii) Not more than 90 calendar days before,  and not less than 30
                    calendar  days  before,  the  applicable  Class  B  Transfer
                    Anniversary,  CCE shall send a written  notice (the "Class B
                    100% Call Option Notice") to the applicable Subsequent Class
                    B Transferee  (A) stating that it is exercising  the Class B
                    100%  Call  Option,   (B)   specifying  the  amount  of  the
                    applicable  Class B 100% Call Option Purchase Price, and (C)
                    including  therewith such  calculations as shall demonstrate
                    in reasonable  detail the basis for the determination of the
                    amount of the Class B 100% Call Option Purchase  Price.  Any
                    Class B 100% Call Option Notice shall be irrevocable and may
                    not be rescinded once given,  without the written consent of
                    the Subsequent Class B Transferee that received such notice,
                    which  consent may be  withheld or granted in such  Member's
                    sole and absolute discretion.

               (iii)The closing of the Class B 100% Call Option  Transfer  shall
                    occur  on  the  applicable  Class  B  Transfer  Anniversary;
                    provided,  that in the event such day is not a Business Day,
                    the closing shall occur on the next succeeding Business Day.
                    The Class B 100% Call Option Purchase Price for the purchase
                    of the Subsequent Class B Transferee's  Membership  Interest
                    shall  be paid by wire  transfer  of  immediately  available
                    funds to such  account or accounts as shall be  specified by
                    the Subsequent  Class B Transferee.  Such Subsequent Class B
                    Transferee  shall convey its Class B Membership  Interest to
                    CCE  free and  clear of all  liens  and  encumbrances.  Each
                    Member  agrees  to  cooperate  and to take all  actions  and
                    execute all documents reasonably necessary or appropriate to
                    reflect the purchase of the Subsequent  Class B Transferee's
                    Membership  Interest,  by  CCE.  All  transfer,   stamp  and
                    recording  taxes imposed as a result of such transfer  shall
                    be payable  by CCE.  All other  costs  shall be borne by the
                    party who customarily bears such costs.

8.7 EFS Put Option.

(a) On the tenth  anniversary  of the Equity  Closing (the "Put Option  Exercise
Date"),  EFS shall have the right to require  all other  Class B Members to sell
all of their Class B Membership Interests to CCE, and to require CCE to purchase
all,  but not less than all, of the Class B  Membership  Interests,  for the Put
Option  Purchase Price of such Class B Membership  Interests (the "Put Option"),
by sending  written  notice (the "Put Option  Notice") to CCE stating that it is
exercising the Put Option.  EFS shall also send a copy of such Put Option Notice
to each other Class B Member.

(b) Not more than 90 calendar  days before,  and not less than 30 calendar  days
before,  the Put Option  Exercise  Date, EFS shall send the Put Option Notice to
CCE (A) stating that it is exercising the Put Option,  (B) specifying the amount
of the Put Option Purchase Price, and (C) including  therewith such calculations
as shall demonstrate in reasonable detail the basis for the determination of the
amount of the Put Option  Purchase  Price.  Subject  only to the  provisions  of
Section  8.7(d),  any Put  Option  Notice  shall be  irrevocable  and may not be
rescinded once given,  without the written  consent of CCE, which consent may be
withheld or granted in CCE's sole and absolute discretion.

(c) The  closing  of the Put  Option  Transfer  shall  occur  on the Put  Option
Exercise Date;  provided,  that in the event such day is not a Business Day, the
closing shall occur on the next succeeding Business Day. The Put Option Purchase
Price for the purchase of the Class B Membership Interests shall be paid, at the
option of CCE,  either (A) by wire transfer of  immediately  available  funds to
such  account  or  accounts  as shall be  specified  by each  Class B Member (in
proportion  to their  respective  Class B Percentage  Interests),  or (B) by the
delivery  to the Class B Members  (in  proportion  to their  respective  Class B
Percentage  Interests)  of a number of shares of SUG Common  Stock  equal to the
number  obtained by dividing the product of 102% times such Put Option  Purchase
Price by the SUG Average Trading Price; provided,  that within ten calendar days
of receipt of the Put Option  Notice by CCE,  CCE shall notify EFS and the other
Class B Members  whether it is electing to pay such Put Option Purchase Price in
shares of SUG Common Stock.  If CCE shall elect to pay such Put Option  Purchase
Price with  shares of SUG Common  Stock as provided  above,  the Class B Members
receiving such shares shall also be entitled to customary registration rights in
respect of such shares that are  comparable to those  provided in Article IX. At
the closing of the Put Option  Transfer,  each Class B Member  shall  convey its
Class B Membership Interest to CCE free and clear of all liens and encumbrances.
Each  Member  agrees  to  cooperate  and to take all  actions  and  execute  all
documents  reasonably  necessary or  appropriate  to reflect the purchase of the
Class B Membership  Interest by CCE. All  transfer,  stamp and  recording  taxes
imposed as a result of such  transfer  shall be payable by CCE.  All other costs
shall be borne by the party who customarily bears such costs.

(d) If (x)  pursuant  to Section  8.7(c)  CCE has  elected to pay the Put Option
Purchase  Price in SUG Common  Stock and (y) such number of shares of SUG Common
Stock,  based on the Average SUG Trading Price,  represents more than 40% of the
aggregate  number of shares of SUG Common Stock issued and  outstanding and held
by Persons  that are not  Affiliates  of SUG during the SUG Trading  Calculation
Period,  then EFS may elect, in its sole discretion,  by written notice from EFS
to CCE and the other  Class B Members no later than ten days  before the closing
of the Put Option  (the "Put  Option  Postponement  Notice"),  to  postpone  the
closing  of the Put  Option  Transfer  for a  period  of up to  eighteen  months
following  the date of the Put  Option  Postponement  Notice  (the  "Put  Option
Postponement  Period"). If at any time during the Put Option Postponement Period
a Third Party  Purchaser is identified by EFS, EFS may, by written notice to CCE
and the  other  Class B Members  (the  "Drag-Along  Notice"),  cause all Class A
Members and all Class B Members to Transfer all of their Membership Interests to
such Third Party Purchaser (the "Drag-Along  Rights") in accordance with Section
8.8(b),  whereupon the Put Option Notice shall be deemed to have been revoked by
EFS.  Alternatively,  at any time during the Put Option Postponement Period, EFS
may elect, in its sole  discretion,  upon not less than ten days' written notice
to CCE and the other Class B Members,  and in any event,  no later than ten days
before the expiration of the Put Option Postponement Period, to consummate,  and
to cause the other Class B Members to  consummate,  the Put Option  Transfer and
accept payment of the Put Option Purchase Price in the form of SUG Common Stock.
If during the Put Option Postponement Period (x) the Put Option Notice shall not
be deemed to have been  revoked as provided in this  Section  8.7(d) and (y) EFS
does not elect to  consummate  the Put  Option  Transfer  during  the Put Option
Postponement  Period, the Put Option Notice shall be deemed to have been revoked
by EFS and  thereafter  the Put Option  shall be  disregarded  and of no further
force or effect.

8.8 EFS Drag-Along Right.

(a) At any time after the expiration of the Put Option  Postponement  Period EFS
may send a  Drag-Along  Notice  to all of the other  Members  and  exercise  the
Drag-Along Rights.

(b) If a  Drag-Along  Notice  shall be  delivered  by EFS to CCE as  provided in
Section 8.7(d) or 8.8(a),  EFS shall identify a Third Party Purchaser by written
notice to the other Members (the "Third Party  Purchaser  Notice")  which notice
shall  include a copy of a letter of intent or term sheet from such Third  Party
Purchaser relating to the proposed purchase of the Class A Membership  Interests
and the Class B Membership Interests.  Upon exercise of the Drag-Along Rights by
EFS, the Class A Members and the Class B Members  shall  Transfer or cause to be
Transferred  to the Third Party  Purchaser,  all,  and not less than all, of the
Class A Membership Interests and the Class B Membership  Interests,  at the same
price and  otherwise  on the same terms and  conditions  that EFS is selling its
Class B Membership Interests to such Third Party Purchaser;  provided,  however,
that if the Third Party  Purchaser shall fail to purchase the Class A Membership
Interests  and the Class B Membership  Interests  within 270 days  following the
delivery of a Third Party Purchaser  Notice to CCE and the Class B Members,  the
Drag-Along Notice shall be rescinded and be of no further force and effect,  and
the Class A  Membership  Interests  and the Class B Membership  Interests  shall
thereafter remain subject to the Drag-Along Rights provided in this Section 8.8.

8.9 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) with respect solely to any Transfer after the Transfer  Restriction  Date or
any Transfer not pursuant to Sections  8.5,  8.6, 8.7 and 8.8 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.

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 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  8.9(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.

8.10 Admission of a Member. A Person may be admitted as Class A Member and 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.

8.11  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.
                               REGISTRATION RIGHTS

9.1 Demand Registration Rights.

(a) Subject to the terms and conditions set forth herein,  at any time after the
tenth  anniversary of the Equity Closing,  the holders of at least a majority of
the Registrable  Securities may request (such requesting holders are referred to
herein as the  "Requesting  Holders") that the Company  effect the  registration
under the Securities Act of all or part of such holders' Registrable  Securities
on Form S-1 or any similar long-form registration ("Long Form Registration") or,
if available,  on Form S-2 or S-3 or any similar short-form registration ("Short
Form  Registration")  (such  Long  Form or  Short  Form  Registration  requested
pursuant   to  this   Section   9.1(a)  is  referred  to  herein  as  a  "Demand
Registration").  Such request for  registration  shall  specify the  approximate
number of  Registrable  Securities  requested to be  registered,  and may at the
election of the  Requesting  Holders  specify the intended  method or methods of
disposition thereof (which may include,  without limitation,  a "shelf" offering
pursuant to Rule 415 under the  Securities  Act, or an  Underwritten  Offering).
Within ten days after  receipt of such  request,  the Company  will give written
notice of such  requested  registration  to all  other  holders  of  Registrable
Securities,  and,  subject to the  provisions  of Section  9.1(e)  hereof,  will
include in such  registration  all Registrable  Securities with respect to which
the Company has received written  requests for inclusion  therein within 20 days
after the receipt of the Company's notice.

(b) The Requesting Holders will be entitled to request one Demand  Registration,
regardless of whether such  Registration is a Long Form  Registration or a Short
Form  Registration.  Demand  Registrations  will  be  Short  Form  Registrations
whenever  the Company is permitted to use any  applicable  short form.  Once the
Company has become  subject to the reporting  requirements  of the Exchange Act,
the Company will use its best efforts to make Short Form Registrations available
for the sale of Registrable  Securities.  The Company will pay all  Registration
Expenses  incurred in connection  with any Demand  Registration.  A registration
will not count as the  permitted  Demand  Registration  unless  and until it has
become  effective,  and unless the  Requesting  Holders  shall have been able to
register and sell all of the Registrable  Securities  initially  requested to be
registered pursuant thereto; provided that in any event the Company will pay all
Registration Expenses in connection with any registration  initiated as a Demand
Registration whether or not it has become effective.

(c) A registration  requested pursuant to this Section 9.1 will not be deemed to
have been effected  unless it has become  effective  under the  Securities  Act;
provided that if after a registration  has become so effective,  the offering of
Registrable Securities pursuant to such registration is terminated, suspended or
interfered  with by any stop order,  injunction or other order or requirement of
the Securities and Exchange  Commission or other  governmental  agency or court,
such registration will be deemed not to have been effected.

(d) If the Requesting  Holders so elect, the offering of Registrable  Securities
pursuant to any Demand  Registration  will be an Underwritten  Offering.  In the
case of any Demand  Registration  which involves an Underwritten  Offering,  the
Company  shall have the right to select  the  investment  banker (or  investment
bankers)   that  shall  manage  the  offering   (collectively,   the   "managing
underwriter"),  subject  to the  consent of the  holders  of a  majority  of the
Registrable   Securities   being  so  registered  which  consent  shall  not  be
unreasonably withheld.

(e) Suspension.  The Company may delay,  suspend or withdraw the registration of
the  Registrable  Securities  required  pursuant  to  this  Section  9.1  or the
preparation or furnishing of a supplemental  or amended  prospectus for a period
not  exceeding  60 days if the  Company  shall in good  faith  determine,  which
determination  shall be supported by an opinion of outside counsel (such counsel
and such opinion to be reasonably  satisfactory to the Requesting Holders), that
any such registration would require the Company to include disclosure that would
reasonably  be  expected  to  have  a   detrimental   effect  on  any  proposal,
negotiations or plan by the Company or any of its  subsidiaries to engage in any
material   acquisition  or  disposition  of  assets  or  any  material   merger,
consolidation,  tender offer, reorganization or similar transaction or any other
material  corporate event  contemplated by the Company;  provided,  that if as a
result of such  suspension a Registration  Statement  filed pursuant to a Demand
Registration is not effective for a period of at least 90 consecutive  days (270
days in the  case of a  "shelf"  Registration  Statement  under  Rule 415 of the
Securities Act), such  Registration  Statement shall not be counted for purposes
of the number of registrations available pursuant to this Section 9.1; provided,
further,  that the Company may not utilize this Section 9.1(e) more than once in
any  360-day  period  and  there  shall be a period  of at least 180 days in any
360-day period during which this Section 9.1(e) is not in effect.

9.2  Corporate  Conversion.  If the Corporate  Conversion  has not been effected
prior to a request  for a Demand  Registration  pursuant  to  Section  9.1,  the
Requesting Holders may, at their option, require the Company to promptly, and in
any event  prior to filing a  registration  statement  with the  Securities  and
Exchange  Commission  in  connection  with such  Demand  Registration,  effect a
Corporate  Conversion.  The  Company  shall pay all costs and  expenses  of such
Corporate Conversion.  It shall be a condition to any Corporate Conversion,  and
the Company  agrees  that,  (i) any capital  stock of the Company  issued to the
Members in  connection  with such  Corporate  Conversion be structured in such a
manner,  and subject to such terms,  as counsel for the  Requesting  Holders may
advise is reasonable  and  appropriate in order that the receipt of such capital
stock of the Company by the Members will not result in a violation of any law or
regulation  applicable  to any Member or its  affiliates,  and (ii) the  Company
shall have  delivered to the Members an opinion of counsel,  which counsel shall
be  reasonably  satisfactory  to  the  Requesting  Holders,  stating  that  this
Agreement shall thereafter continue in full force and effect and be binding upon
the  successor  corporation.  The Members  agree to cooperate  in effecting  any
Corporate  Conversion in accordance with applicable law pursuant to this Section
9.2 (including providing any required consents).

Article X.
                        BOOKS AND RECORDS; BANK ACCOUNTS

10.1 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.

10.2 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 December 31 of the Fiscal Year in which the Equity
Closing is held) 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 Equity
Closing), 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;

               (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.

10.3 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 XI.
                           DISSOLUTION AND LIQUIDATION

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

11.2 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:

               (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.


11.3  Cancellation  of Certificate.  Upon the completion of the  distribution of
Company  assets as provided in this Article XI, 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 XII.
                                     GENERAL

12.1 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.

12.2  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.

12.3  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.

12.4  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.

12.5  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.

12.6  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.

12.7  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.

12.8 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.

12.9 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.

12.10  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.

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

12.12  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.

12.13 Arbitration.

(a) Any dispute,  controversy or claim arising out of or in connection  with, or
relating to, this  Agreement or any breach or alleged  breach  hereof,  shall be
resolved  by  binding  arbitration  in  New  York,  New  York,  pursuant  to the
Commercial  Arbitration Rules for Large Complex Commercial Disputes ("Rules") of
the American  Arbitration  Association  ("AAA").  The arbitration tribunal shall
consist of a sole neutral arbitrator appointed by the AAA pursuant to the Rules.
Any award rendered shall be final and conclusive upon the parties and a judgment
thereon may be entered in any court  having  jurisdiction  over the party or its
property against which  enforcement of the award is sought.  Except as set forth
in Section  12.13(b),  the expenses of the arbitration shall be borne equally by
the parties to the arbitration,  provided that each party shall pay for and bear
the cost of its own experts,  evidence and  counsel's  fees,  except that in the
discretion  of the  arbitrator,  any  award  may  include  the cost of a party's
counsel if the arbitrator  expressly determines that the party against whom such
award is entered has caused the dispute, controversy or claim to be submitted to
arbitration as a dilatory tactic.

(b) If the Executive  Committee  Members appointed by either the Class A Members
or the Class B Members,  respectively,  unilaterally take any action pursuant to
clause (i) or (iii) of the proviso to the first sentence of Section 4.1(a),  and
the subject of such action is  subsequently  resolved in  arbitration  conducted
pursuant to Section 12.13(a), then:

               (i)  if the award resulting from such  arbitration is in favor of
                    the Member or its  Affiliate  against which the Company took
                    action,  then  the  Members  that  appointed  the  Executive
                    Committee  Members who approved such action shall  reimburse
                    the   Company  and  the  other  party  or  parties  to  such
                    arbitration for all costs and expenses  incurred  thereby in
                    the   conduct  of  such   arbitration   (including   without
                    limitation attorneys' fees); or

               (ii) if the award resulting from such  arbitration is in favor of
                    the  Company,  then the party or parties to the  arbitration
                    adverse to the Company  shall  reimburse the Company and the
                    Members that appointed the Executive  Committee  Members who
                    approved  such  action for all costs and  expenses  incurred
                    thereby  in  the  conduct  of  such  arbitration  (including
                    without limitation attorneys' fees).

12.14 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.

12.15 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 this
Agreement and any reports,  financial  statements,  budgets or other information
delivered to any Member  pursuant to Section 10.2  ("Confidential  Information),
except to the extent that such  Confidential  Information has been or has become
(i)  generally  available to the public other than as a result of  disclosure by
any party hereunder or an Affiliate of a party,  (ii) 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 (iii) required to be disclosed
under applicable law or stock exchange rules; provided,  however, the applicable
Member  shall  use,  and  shall  cause  their  Affiliates  to use,  commercially
reasonable efforts to give the other Members 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 and other Persons in connection
with the  performance  of their  duties as  delegated or requested by any Member
hereof.

12.16  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 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 if it has used all  reasonable  efforts to consult with the other
Members.


<PAGE>



                            [SIGNATURE PAGE FOLLOWS]





<PAGE>


         IN WITNESS WHEREOF,  this Agreement has been executed as of the day and
year first above written.



                              CLASS A MEMBER
                              --------------

                              CCE ACQUISITION, LLC



                                               By: /s/Thomas F. Karam
                                                   ------------------
                                               Name: Thomas F. Karam
                                               Title: President & COO





                              CLASS B MEMBER
                              --------------

                              EFS-PA, LLC
                              By:  Aircraft Services Corporation, its Manager



                                               By: /s/Colleen P. Harkness
                                                   ----------------------
                                               Name: Colleen P. Harkness
                                               Title: Vice President





<PAGE>


<TABLE>



                                    EXHIBIT A

                                     Members

<S>                                 <C>                    <C>                                  <C>
     -------------------------- --------------------- ---------------- ----------------- ------------------
          Class A Members         Acquisition Date        Class A          Class B           Aggregate
                                      Capital           Percentage        Percentage        Percentage
                                    Contribution         Interest          Interest          Interest
     -------------------------- --------------------- ---------------- ----------------- ------------------
     -------------------------- --------------------- ---------------- ----------------- ------------------

     CCE ACQUISITION, LLC           $590,500,000           100%              N/A                50%
     Address:
     One PEI Center
     Wilkes-Barre,
     Pennsylvania  18711
     -------------------------- --------------------- ---------------- ----------------- ------------------
     -------------------------- --------------------- ---------------- ----------------- ------------------

     -------------------------- --------------------- ---------------- ----------------- ------------------
     -------------------------- --------------------- ---------------- ----------------- ------------------
          Class B Members             Capital             Class A          Class B           Aggregate
                                  Contribution at       Percentage        Percentage        Percentage
                                   Equity Closing        Interest          Interest          Interest
     -------------------------- --------------------- ---------------- ----------------- ------------------
     -------------------------- --------------------- ---------------- ----------------- ------------------
     EFS-PA, LLC                    $590,500,000            N/A              100%               50%
     Address:
     120 Long Ridge Road
     Stamford, Connecticut
     06927
     Attention:  Portfolio
     Manager
     -------------------------- --------------------- ---------------- ----------------- ------------------
     -------------------------- --------------------- ---------------- ----------------- ------------------
</TABLE>




<PAGE>


                                    EXHIBIT B

                             Prohibited Transferees



         1._______American International Group, Inc.

         2._______Duke Energy Corporation

         3._______Kinder Morgan, Inc.



<PAGE>


                                    EXHIBIT C

                        Administrative Services Agreement





<PAGE>






STM/283853.6


                       Table of Contents

                                                                            Page




Article I.        DEFINITIONS......................................2

         1.1      Defined Terms....................................2

         1.2      Interpretative Matters..........................18

Article II.       ORGANIZATIONAL MATTERS..........................19

         2.1      Formation.......................................19

         2.2      Name............................................19

         2.3      Principal Place of Business.....................19

         2.4      Registered Office and Agent.....................19

         2.5      Term............................................19

Article III.      BUSINESS OF THE COMPANY.........................19

         3.1      Purpose.........................................20

Article IV.       MANAGEMENT OF COMPANY...........................20

         4.1      Executive Committee.............................20

         4.2      Actions Requiring Executive Committee Approval..22

         4.3      Management of the Company.......................24

         4.4      Member Rights and Obligations...................25

         4.5      Limitation of Liability.........................27

         4.6      Indemnification.................................27

Article V.        CONTRIBUTIONS...................................27

         5.1      Capital Contributions...........................27

         5.2      No Right to Interest or Return of Capital.......29

         5.3      No Third Party Rights...........................29

Article VI.       DISTRIBUTIONS...................................29

         6.1      Cash Flow.......................................29

         6.2      Amounts Withheld for Taxes......................29

         6.3      Minimum Distribution for Taxes..................29

Article VII.      ALLOCATIONS.....................................30

         7.1      Book Allocations................................30

         7.2      Tax Allocations.................................33

         7.3      Transferred Interests...........................33

         7.4      Section 754 Election............................34

         7.5      Tax Matters Member..............................34

Article VIII.     TRANSFER/ADMISSION MATTERS......................35

         8.1      Transfer Restrictions...........................35

         8.2      Class A Member Transfers........................35

         8.3      Class B Member Transfers........................36

         8.4      Right of First Offer............................36

         8.5      Class A Call Options............................37

         8.6      Class B Call Options............................38

         8.7      EFS Put Option..................................40

         8.8      EFS Drag-Along Right............................42

         8.9      Transfer Requirements...........................42

         8.10     Admission of a Member...........................43

         8.11     Cooperation by Members..........................43

Article IX.       REGISTRATION RIGHTS.............................44

         9.1      Demand Registration Rights......................44

         9.2      Corporate Conversion............................45

Article X.        BOOKS AND RECORDS; BANK ACCOUNTS................45

         10.1     Books and Records...............................45

         10.2     Reporting Requirements..........................46

         10.3     Bank Accounts...................................46

Article XI.       DISSOLUTION AND LIQUIDATION.....................47

         11.1     Dissolution.....................................47

         11.2     Distribution on Dissolution.....................47

         11.3     Cancellation of Certificate.....................47

Article XII.      GENERAL.........................................48

         12.1     Title to Company Property.......................48

         12.2     Severability....................................48

         12.3     Governing Law...................................48

         12.4     Successors and Assigns..........................48

         12.5     Waiver of Action for Partition..................48

         12.6     Headings........................................48

         12.7     Counterparts; Facsimile.........................48

         12.8     Entire Agreement................................48

         12.9     Amendment.......................................49

         12.10    Securities Law Matters..........................49

         12.11    Notices.........................................49

         12.12    Construction....................................49

         12.13    Arbitration.....................................49

         12.14    Waiver..........................................50

         12.15    Confidentiality.................................50

         12.16    Public Announcement.............................51

EXHIBIT A         ................................................53

Members           ................................................53

EXHIBIT B         ................................................54

Prohibited Transferees............................................54

EXHIBIT C         ................................................55

Administrative Services Agreement.................................55





</TEXT>
</DOCUMENT>
