SOUTHERN UNION CO
ASA AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>asa_edgar.txt
<DESCRIPTION>ASA AGREEMENT
<TEXT>
                                                                    Exhibit 10.2

                                                                  Execution Copy

                        ADMINISTRATIVE SERVICES AGREEMENT


         THIS  ADMINISTRATIVE  SERVICES  AGREEMENT (the  "Agreement") is entered
into as of  November  5, 2004,  by and  between  CCE  HOLDINGS,  LLC, a Delaware
limited  liability  company  ("Holdings"),  and SU  Pipeline  Management  LP,  a
Delaware limited partnership ("Manager").

                                    RECITALS:

         WHEREAS, pursuant to a Purchase Agreement dated as of June 24, 2004, as
amended,   between   Holdings  and  Enron   Operations   Services,   LLC,  Enron
Transportation Services, LLC, EOC Preferred, LLC and Enron Corp.  (collectively,
"Enron"),  Holdings has agreed to acquire (the "Acquisition") from Enron 100% of
the equity interests in CrossCountry  Energy,  LLC, a Delaware limited liability
company ("CrossCountry"); and

         WHEREAS,   CrossCountry  owns  100%  of  the  membership  interests  of
Transwestern  Holding Company,  LLC, a Delaware limited  liability  company that
owns 100% of the membership interests of Transwestern  Pipeline Company,  LLC, a
Delaware limited liability company (collectively,  "Transwestern");  100% of the
membership  interests of CrossCountry  Citrus, LLC, a Delaware limited liability
company that owns 50% of the issued and  outstanding  shares of capital stock of
Citrus Corp., a Delaware corporation  (collectively,  "Citrus"); and 100% of the
membership  interests of CrossCountry  Energy Services,  LLC, a Delaware limited
liability   company  ("CES")   (CrossCountry,   Transwestern,   Citrus  and  CES
collectively  the  "CrossCountry  Entities",  and Holdings and the  CrossCountry
Entities and their respective facilities,  property,  operations,  equipment and
other assets collectively the "Enterprise"); and

         WHEREAS,  Holdings desires to have Manager manage the Enterprise on its
behalf; and

         WHEREAS,  Holdings  and Manager  desire to set forth  their  respective
rights and  obligations  with respect to the  operation  and  management  of the
Enterprise following the Acquisition.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
and  agreements  herein  contained,  the Parties  intending to be legally  bound
hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         The terms used herein shall have the  respective  meanings as set forth
below.

     1.01 "Accepted Gas Pipeline Practices" shall mean those practices,  methods
and acts  engaged in or  approved  by a  significant  portion of the  interstate
natural gas pipeline  industry  during the term of this Agreement and any of the
practices,  methods and acts which,  in the exercise of  reasonable  judgment in
light of the  facts  known at the time a  decision  is  made,  would  have  been
reasonably  expected  to  accomplish  a  desired  result  at a  reasonable  cost
consistent with good business practices, reliability, safety and expedition.

     1.02  "Accounting  and  Financial  Procedures"  shall  mean the  budgeting,
accounting, billing and auditing procedures set forth in Exhibit "A" hereto.

     1.03  "Acquisition"  has the  meaning  set  forth in the  Recitals  to this
Agreement.

     1.04 "Act" means the Securities Exchange Act of 1934, as amended.

     1.05 "Affiliate"  means, with respect to any person, any direct or indirect
subsidiary of such person, and any other person that directly, or through one or
more  intermediaries,  controls or is controlled  by or is under common  control
with such first person.  As used in this definition,  "control"  (including with
correlative  meanings,  "controlled  by" and "under common  control with") means
possession, directly or indirectly, of power to direct or cause the direction of
management or policies  (whether through  ownership of securities or partnership
or other ownership interests, by contract or otherwise).

     1.06 "Annual  Management  Fee" has the meaning set forth in Section 3.09(a)
to this Agreement.

     1.07 "CES" has the meaning set forth in the Recitals to this Agreement.

     1.08 "Citrus" has the meaning set forth in the Recitals to this Agreement.

     1.09 "Class A Member" has the meaning set forth in the LLC Agreement.

     1.10 "Class A  Membership  Interests"  has the meaning set forth in the LLC
Agreement.

     1.11 "Committee" shall mean the Executive Committee of Holdings.

     1.12  "Confidential  Information" has the meaning set forth in Section 4.01
to this Agreement.

     1.13 "Credit Facilities" shall mean such loan agreements and instruments to
which Holdings or any Holdings subsidiary shall be a party from time to time.

     1.14  "CrossCountry"  has the  meaning  set forth in the  Recitals  to this
Agreement.

     1.15  "CrossCountry  Entities" has the meaning set forth in the Recitals to
this Agreement.

1.16 "Dispute" has the meaning set forth in Section 7.02 to this Agreement.

     1.17  "EBITDA"  shall mean for any period  the  consolidated  net income of
Holdings  determined  in  accordance  with GAAP plus (a) its  reported  interest
expense,  plus (b) the amount it  reported as income tax  expense,  plus (c) the
amount it reported as depreciation of assets, plus (d) the amount it reported as
the  amortization of intangibles,  in each case as determined in accordance with
GAAP.

     1.18  "Effective  Date"  shall  mean the date on which the  Acquisition  is
consummated.

     1.19  "Enterprise"  has the  meaning  set  forth  in the  Recitals  to this
Agreement.

     1.20 "Enron" has the meaning set forth in the Recitals to this Agreement.

     1.21  "Fiscal  Year"  shall  mean  the  period  of time  commencing  on the
Effective  Date and continuing to December 31 of the same year and commencing on
January 1 of each subsequent year and ending on December 31 of the same year.

     1.22 "Force  Majeure Event" shall mean an act of God;  severe fire,  flood,
earthquake, storm or lightning; National Weather Service warnings or advisories,
whether official or unofficial,  that result in the evacuation of facilities, an
act of Governmental Authority, or necessity for compliance with any court order,
law, statute, consent agreement,  settlement ordinance or regulation promulgated
or  agreed  to by or with a  Governmental  Authority  having  jurisdiction  with
respect to the applicable subject matter; a strike,  lockout or other industrial
disturbance;  an act of the  public  enemy,  sabotage,  war,  act of  terrorism,
insurrection or blockade; riot or other civil disturbance; epidemic; explosions,
delay in obtaining material,  permits, equipment, and any other similar event or
cause that, in each such case, prevents, in whole or in part, the performance of
a Party's obligations under this Agreement, is not reasonably within the control
of the  affected  Party and which by the  exercise  of  commercially  reasonable
efforts the affected Party is unable to overcome or prevent.

     1.23 "GAAP" means United States generally  accepted  accounting  principles
consistently applied.

     1.24  "Governmental  Authority"  means  any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to United States federal, state or local government,  including any governmental
authority,  agency,  department,  board,  commission or  instrumentality  or any
political  subdivision  thereof,  and any tribunal,  court or  arbitrator(s)  of
competent jurisdiction.

     1.25  "Holdings"  has  the  meaning  set  forth  in the  preamble  to  this
Agreement.

     1.26  "Holdings  Indemnified  Parties" has the meaning set forth in Section
4.03 to this Agreement.

     1.27 "Independent  Accountant" shall initially mean  PriceWaterhouseCoopers
LLP or such successor auditor as determined pursuant to the LLC Agreement.

     1.28 "LLC  Agreement"  means the limited  liability  company  agreement  of
Holdings, as it may be amended from time to time.

     1.29 "Manager" has the meaning set forth in the preamble to this Agreement.

     1.30  "Manager  Indemnified  Parties"  has the meaning set forth in Section
4.02(a) to this Agreement.

     1.31 "Managing Member" has the meaning set forth in the LLC Agreement.

     1.32  "Member"  shall  mean a member of  Holdings  from  time to time,  and
"Members" means each Member, collectively as provided by the LLC Agreement.

     1.33 "Membership Interests" has the meaning set forth in the LLC Agreement.

     1.34 "Notice" has the meaning set forth in Section 6.01 to this Agreement.

     1.35 "Party" shall mean Holdings or Manager,  and "Parties" shall mean both
Holdings and Manager.

     1.36  "Projected  EBITDA" has the  meaning set forth in Section  3.09(a) to
this Agreement.

     1.37  "Representatives"  has the meaning set forth in Section  4.01 to this
Agreement.

     1.38  "Rules"  has  the  meaning  set  forth  in  Section  7.02(b)  to this
Agreement.

     1.39 "Shared Services" has the meaning set forth in Section 3.01(a) to this
Agreement.

     1.40 "Southern Union" means Southern Union Company, a Delaware corporation.

     1.41  "Transition  Costs" has the meaning  set forth in Section  3.01(c) to
this Agreement.

     1.42  "Transwestern"  has the  meaning  set forth in the  Recitals  to this
Agreement.

                                   ARTICLE II
                 RELATIONSHIP AND REPRESENTATIONS OF THE PARTIES

     2.01 General  Principles  Regarding the  Relationship  of the Parties.  The
major policies and business decisions of Holdings,  including but not limited to
those enumerated in Exhibit "B" hereto, shall be established by the Committee or
determined by a vote of the Members, and in each case, implemented by Manager as
directed by the Managing Member.  The day-to-day  management of the CrossCountry
Entities and the operation of the Enterprise,  including all  administrative and
ministerial  functions of the business of Holdings  not  expressly  addressed in
Exhibit "B" hereto or by the Committee,  shall be the sole responsibility of the
Managing  Member,  which  shall  direct  and  supervise  Manager  in its  duties
hereunder.  In managing the  Enterprise,  Manager shall  undertake  commercially
reasonable  efforts to act in the best  interests  of the Members  and  Holdings
collectively.  Specifically,  Manager shall act impartially  with respect to the
Members  and  Holdings  notwithstanding  that  Manager  is an  Affiliate  of the
Managing  Member and a Class A Member.  Manager shall use reasonable  efforts to
assist any Member in its sale of all or a portion of its  Membership  Interests,
at that Member's expense,  including  preparation of due diligence materials for
prospective  purchasers.  Manager shall devote such amount of time and resources
necessary  to perform  the  services as  appropriate  for the  operation  of the
Enterprise,  consistent  and  in  accordance  with  (i)  Accepted  Gas  Pipeline
Practices,  (ii) laws and  regulations  applicable to the  Enterprise  and (iii)
material  contracts  and  agreements  binding on the  Enterprise,  including any
Credit Facilities.

     2.02  Representations  and  Warranties of Manager.  Manager  represents and
warrants to Holdings, as of the date hereof, as follows:


             (a)      Manager  is a  limited  partnership  duly  organized,
                      validly  existing and in good standing under the laws
                      of the State of Delaware and has all requisite  power
                      and authority to own its properties and assets and to
                      conduct its business as now conducted;


             (b)      Manager has taken all  necessary  action to authorize
                      the  execution,   delivery  and  performance  of  its
                      obligations  under this  Agreement,  which action has
                      not been  superseded or modified,  and this Agreement
                      has been duly  executed and  delivered by Manager and
                      constitutes the legal,  valid and binding  obligation
                      of Manager, enforceable in accordance with its terms,
                      except as  enforcement  may be limited by bankruptcy,
                      insolvency,  reorganization,  moratorium  or  similar
                      laws affecting the  enforcement of creditors'  rights
                      and general principles of equity;

             (c)      the  execution,  delivery  and  performance  of  this
                      Agreement  do  not  violate  (i)  Manager's   limited
                      partnership  agreement or any resolution of its board
                      of  managers  or other  committees  charged  with the
                      governance of its affairs, (ii) any contract to which
                      Manager or any of Manager's  Affiliates is a party or
                      (iii)  any  law,  rule,   regulation,   order,  writ,
                      judgment,   injunction,   decree   or   determination
                      affecting Manager or any of its properties;

             (d)      no litigation  is pending or, to Manager's  knowledge
                      threatened,   which   seeks  to   restrain   it  from
                      performing its  obligations  hereunder or the adverse
                      outcome of which would materially affect its business
                      or its ability to perform its obligations  hereunder;
                      and

             (e)      Manager or one of its  Affiliates is  experienced  in
                      the  administration  and management of gas pipelines,
                      and has obtained all required  approvals with respect
                      to the  operation of such  pipelines and has not been
                      and is not currently subject to any material judgment
                      or settlement of any claim  imposing  liability on it
                      for  noncompliance  with law or  mismanagement in its
                      administration and management of any gas pipelines.

     2.03  Representations  and Warranties of Holdings.  Holdings represents and
warrants, as of the date hereof, as follows:

             (a)      Holdings  is  a  limited   liability   company   duly
                      organized,  validly  existing  and in  good  standing
                      under the laws of the State of  Delaware  and has all
                      requisite  power and authority to own its  properties
                      and  assets  and  to  conduct  its  business  as  now
                      conducted;

             (b)      Holdings has taken all necessary  action to authorize
                      the  execution,   delivery  and  performance  of  its
                      obligations  under this  Agreement,  which action has
                      not been  superseded or modified,  and this Agreement
                      has been duly  executed and delivered by Holdings and
                      constitutes the legal,  valid and binding  obligation
                      of  Holdings,  enforceable  in  accordance  with  its
                      terms,  except  as  enforcement  may  be  limited  by
                      bankruptcy, insolvency, reorganization, moratorium or
                      similar laws affecting the  enforcement of creditors'
                      rights and general principles of equity;

             (c)      the  execution,  delivery  and  performance  of  this
                      Agreement  do  not  violate  (i)  Holdings'   limited
                      liability   company   operating   agreement   or  any
                      resolution  of  the  Committee  or  other  committees
                      charged with the governance of its affairs,  (ii) any
                      contract  to which  Holdings  is a party or (iii) any
                      law,  rule,   regulation,   order,  writ,   judgment,
                      injunction,   decree   or   determination   affecting
                      Holdings or any of its properties; and

             (d)      no litigation  is pending or, to Holdings'  knowledge
                      threatened,   which   seeks  to   restrain   it  from
                      performing its  obligations  hereunder or the adverse
                      outcome of which would materially affect its business
                      or its ability  reasonably to perform its obligations
                      hereunder.

                                   ARTICLE III
                       GENERAL RESPONSIBILITIES OF MANAGER

     3.01 Shared Services; Transition.

             (a)      The Members  have agreed that certain  operations  of
                      Manager and its Affiliates  will be shared with those
                      of the Enterprise. The Members have acknowledged that
                      as a direct result of such  rationalization,  Manager
                      and its  Affiliates  and agents  will  incur  certain
                      nonrecurring  costs  that they  would  not  otherwise
                      incur,  including without limitation severance costs,
                      professional   fees,   transaction   costs,   systems
                      integration costs and the costs of relocating offices
                      and personnel (collectively, "Transition Costs").

             (b)      Separate  from  the   Transition   Costs  (which  are
                      nonrecurring),  the  Members  have  agreed  that  the
                      Enterprise will receive certain ongoing services from
                      employees of Southern Union and its  Affiliates  (the
                      "Shared  Services").  The Members  have  acknowledged
                      that cost  savings  and  operating  efficiencies  are
                      achievable  through  such  employees   providing  the
                      Shared Services to the Enterprise while continuing to
                      provide  such  services  to  Southern  Union  and its
                      Affiliates.  Manager,  as directed by the  Committee,
                      shall   be   responsible    for    determining    and
                      administering  the scope and  provision of the Shared
                      Services.

             (c)      Manager shall also determine and administer the scope
                      and terms of the transitional services the Enterprise
                      will obtain from Enron during the transition period.

     3.02 General  Responsibilities.  Manager shall be charged with and shall be
responsible  for the operation of the Enterprise,  including all  administrative
and  ministerial  functions  of  the  Enterprise,  subject  to  the  limitations
expressly  provided for in Exhibit "B" hereto or as otherwise  established  from
time  to  time  by  the  Committee.  Consistent  therewith,  in  performing  the
responsibilities   set   forth   herein,    Manager   shall   carry   out   such
responsibilities,   or  shall  use  commercially  reasonable  efforts  to  cause
contractors  selected  by it to carry out such  responsibilities,  with the same
degree of diligence  and care that Manager  would  exercise if operating its own
property and in a sound,  workmanlike and prudent  manner;  and it shall comply,
and shall use commercially reasonable efforts to require all such contractors to
comply, with all relevant laws, statutes,  ordinances, safety codes, regulations
and  rules  of  any  Governmental   Authority  applicable  to  Holdings  or  the
Enterprise.

     3.03 General  Services.  Subject to the  provisions  of this  Agreement and
commencing  on the  Effective  Date,  Manager,  on  behalf  of and as agent  for
Holdings,  and in accordance with the approved budgets,  shall employ sufficient
personnel to operate the Enterprise and provide all necessary  services and acts
as Manager reasonably determines are necessary to carry out its responsibilities
under this Agreement, including but not limited to the provision of the services
specifically enumerated in Article I of Exhibit "A" hereto.

     3.04 Reports.

          (a)  Manager shall inform the Committee at least monthly in reasonable
               detail of any significant  events or activities  conducted by, or
               affecting,  the  Enterprise and shall present to the Committee at
               monthly  meetings  or in  such  monthly  reports  a copy  of each
               notice, demand or other communication delivered by or received by
               the Enterprise  during the preceding month that would be required
               to be disclosed by the  Enterprise  on Form 8-K or any other form
               promulgated by the Securities  Exchange  Commission under the Act
               or, if the Enterprise is not at such time subject to the periodic
               reporting  requirements  of the Act,  those  communications  that
               would be subject to  disclosure  if it were.  Manager  shall also
               furnish to Holdings such additional information, reports, records
               and  projections  pertaining  to the  Enterprise  as Holdings may
               reasonably request.

          (b)  Manager  shall make  immediate  reports to the  Committee  of all
               other material occurrences in relation to the Enterprise.

          (c)  Manager  shall cause the  preparation  of all federal,  state and
               local reports, returns,  pleadings and statements with respect to
               the Holdings and the CrossCountry Entities to occur in accordance
               with  applicable  laws,   rules,   regulations  and  orders.   In
               particular,  Manager shall cause the  preparation  of all reports
               required  pursuant to federal and state  securities laws for each
               CrossCountry  Entity to which such laws apply.  Manager shall not
               disseminate any press release,  whether or not in connection with
               a filing on Form 8-K, without approval of the Committee unless it
               has first used  reasonable  efforts  to provide  the text of such
               press  release  to the  Committee  but is  unable  to  delay  the
               dissemination  of such  press  release  under  applicable  law to
               obtain that approval.

     3.05 Personnel.

          (a)  Except as otherwise  decided by the Committee in the  performance
               of its duties  hereunder,  Manager shall have full  authority and
               responsibility   for  the  management  and   supervision  of  all
               employees  of  the  CrossCountry  Entities,  including,  but  not
               limited to, the sole  discretion for the  selection,  supervision
               and dismissal of such employees.

          (b)  Except as  otherwise  decided  by the  Committee,  Manager  shall
               employ and  supervise the personnel  (including  consultants  and
               professional   service   or   other   organizations)   reasonably
               determined  by Manager to be  required  to perform its duties and
               responsibilities  hereunder  in  an  efficient  and  economically
               prudent  manner.  Manager  shall  pay all  expenses  incurred  in
               connection therewith,  including reasonably allocated portions of
               compensation,  salaries, incentive compensation, wages, expenses,
               applicable local, state and federal taxes, social security taxes,
               workman's  compensation   insurance,   retirement  and  insurance
               benefits and other such expenses.

          (c)  Except as otherwise decided by the Committee, in carrying out its
               responsibilities  hereunder,  Manager shall,  whenever reasonably
               practicable  use,  but not limit the use to, the  services of the
               environmental, risk management, safety, law, finance, accounting,
               auditing, tax, engineering,  human resources,  payroll, planning,
               budgeting,   regulatory,   public   and   governmental   affairs,
               information technology, operating and right-of-way departments of
               Holdings,  Manager or their respective Affiliates,  as determined
               by Manager.

          (d)  All personnel engaged or directed by Manager to perform Manager's
               obligations  under this Agreement and all contractors  (and their
               subcontractors) and consultants retained by Manager on its behalf
               or on behalf of Holdings shall be in the reasoned  opinion of the
               Manager  duly   qualified   and   experienced   to  perform  such
               obligations.   Manager  shall  use  its  commercially  reasonable
               efforts to enforce  strict  discipline  and  maintain  good order
               among such personnel,  and shall use its commercially  reasonable
               efforts to require  such  personnel  to comply with all  relevant
               laws, statutes,  ordinances,  safety codes, regulations and rules
               of any  Governmental  Authority  applicable  to  Holdings  or the
               Enterprise and its operation.

     3.06 Contracts.

          (a)  Subject  to the  limitations  set forth in  Exhibit  "B"  hereto,
               Manager is  authorized  to execute on behalf of Holdings  any and
               all  contracts  that  Manager  deems  in  its  reasoned   opinion
               necessary or appropriate for purposes of this Agreement.

          (b)  All such  contracts  shall provide that the person  entering into
               the contract  with Manager  shall comply with all relevant  laws,
               statutes,  ordinances,  safety codes and rules and regulations of
               any Governmental Authority having jurisdiction.

     3.07  Insurance.  Manager shall cause to be carried and  maintained for the
benefit and at the expense of the CrossCountry  Entities,  Holdings, the Members
and the members of the Committee,  such insurance as is necessary to comply with
all  applicable  laws,  rules and  regulations,  as well as such insurance as is
customarily maintained by owners and operators of gas transmission pipelines. As
a minimum, such insurance shall include the coverages and endorsements set forth
in Exhibit "C" hereto and shall be provided by insurers,  in such amounts,  with
deductibles or self insured  retentions,  and in such form, as are acceptable to
Holdings, the CrossCountry Entities and the members of the Committee.

     3.08 Compliance.

          (a)  Manager shall notify the Committee of any notices of material (i)
               violations, (ii) litigation or (iii) other issues associated with
               environmental  compliance  for  the  Enterprise.   Manager  shall
               provide  an  annual  report  to the  Committee  on  environmental
               compliance and emerging regulations for the Enterprise, including
               but not limited to information with respect to material leaks and
               worker injuries, and shall include with such environmental report
               copies of any environmental  audits conducted during the calendar
               year.  Manager shall cause  Holdings to implement and maintain an
               environmental,  health and safety  management  system  comparable
               with the system  currently  maintained by Panhandle  Eastern Pipe
               Line Company, LP.

          (b)  Manager shall provide to the Committee  information  with respect
               to compliance metrics,  compliance policies and compliance issues
               upon the  reasonable  request of any Member.  Manager shall cause
               Holdings to implement and maintain a legal and policy  compliance
               program  that  is  comparable   with  the  program  and  policies
               currently maintained by Panhandle Eastern Pipe Line Company, LP.

     3.09 Annual Management Fee.

          (a)  As compensation for its services in connection with the operation
               of the Enterprise and the management services provided by Manager
               pursuant to this Agreement,  Holdings shall pay Manager an annual
               management  fee  (the  "Annual  Management  Fee")  in  an  amount
               determined in  accordance  with the schedule  immediately  below,
               based on the  percentage  by which the actual  EBITDA of Holdings
               for the  applicable  year  (as  determined  by  reference  to its
               audited  financial  statements)  varies  in  comparison  with the
               projected  EBITDA of  Holdings  for such year (as  determined  by
               reference  to  the  applicable   operating  budget)   ("Projected
               EBITDA"):

EBITDA as a Percentage
  of Projected EBITDA              Annual Management Fee Equals
----------------------             ----------------------------

100%-101.99%              A percentage of EBITDA equal to the percentage by
                          which  EBITDA exceeds Projected EBITDA

102%-104%                 2% of Projected EBITDA + 2% of the amount by which
                          EBITDA exceeds 102% of Projected EBITDA

Over 104%                 2.04% of Projected EBITDA + 25% of the amount by which
                          EBITDA exceeds 104% of Projected EBITDA


          (b)  For the sole purpose of determining  the Annual  Management  Fee,
               EBIDTA shall  exclude the accrual of the Annual  Management  Fee,
               whereas   Projected  EBITDA  shall  include  a  projected  Annual
               Management Fee of 2% of EBITDA.  Any Annual Management Fee earned
               with  respect to any Fiscal Year shall be due and payable in cash
               on the tenth  business day following the  Committee's  receipt of
               the audited financial statements of Holdings for such Fiscal Year
               and confirmation of the amount of the fee payable  hereunder,  if
               any.

          (c)  Notwithstanding any provision hereof to the contrary: (i) Manager
               shall not receive any Annual  Management  Fee for the Fiscal Year
               ending  December 31,  2004;  and (ii) if the  Committee  does not
               reach an agreement with respect to the capital  expenditures  and
               operating  budgets  for the  first  full  Fiscal  Year  after the
               Closing Date as contemplated by Sections 1.06(a) & (b) of Exhibit
               "A" hereto by June 30, 2005,  then Manager  shall not receive any
               Annual  Management  Fee for the Fiscal Year ending  December  31,
               2005.



<PAGE>


                                   ARTICLE IV
                                CERTAIN COVENANTS

     4.01 Confidential Information.

          (a)  Each Party from time to time may be provided  information that is
               confidential  and proprietary to the other Party. For purposes of
               this  Agreement,  confidential or proprietary  information  shall
               include and not be limited to customer  lists and other  customer
               information,  and  financial,  technical or business  information
               relating  to one Party and  provided  by such  Party to the other
               ("Confidential  Information").  Each Party hereby unconditionally
               agrees to hold in strict  confidence,  and not disclose or reveal
               to any  person or entity,  any  Confidential  Information  of the
               other Party disclosed under this Agreement without either (i) the
               prior written  consent of the other Party,  (ii) a requirement by
               applicable law, regulation or court order,  including as a matter
               of federal or state  securities  law or pursuant to the rules and
               policies of any national  securities exchange on which securities
               of the  Party or its  parent  company  are  listed  for  trading,
               provided the Party required to disclose uses diligent, reasonable
               efforts to limit disclosure and to obtain confidential  treatment
               or a  protective  order  and  has  allowed  the  other  Party  to
               participate  in the  proceeding  or (iii) as may be necessary for
               Manager to perform obligations or enforce rights pursuant to this
               Agreement.  Except as otherwise  set forth herein  neither  Party
               shall provide Confidential information to any third party, except
               that each Party may also disclose the Confidential Information or
               portions   thereof  to  the  Affiliates,   directors,   officers,
               employees,   contractors,  advisors  and  agents  of  such  Party
               (collectively   "Representatives")  that  such  Party  reasonably
               determines  needs to know such  Confidential  Information for the
               purpose of carrying on the business of the  Enterprise  or of the
               Party,   which   Representatives   shall  be   informed   of  the
               confidential  nature of the  Confidential  Information  and shall
               agree to bound by terms of this Agreement and not to disclose any
               Confidential  Information  to any other person.  Each Party shall
               take  all  necessary  and   appropriate   steps  to  protect  the
               confidential  or  proprietary  information  of the  other  Party.
               Neither  Party  will  use,  or  permit  any  third  party to use,
               Confidential Information in any manner except for the purpose for
               which it was provided.

          (b)  If  any  Member  wishes  to  transfer  all  or a  portion  of its
               Membership  Interests  in  accordance  with  the  LLC  Agreement,
               Manager  shall use its  reasonable  efforts  to assist the Member
               seeking  to make such  transfer  as such  Member  may  reasonably
               request  by  Notice  to the  Manager,  including  furnishing  any
               Confidential  Information  to such  Member  as it may  reasonably
               request. Such Member may furnish to a prospective  transferee any
               such  information  so  furnished  to  it  by  Manager,  provided,
               however,  that any  disclosure of  Confidential  Information to a
               potential   transferee   is   made   subject   to   an   executed
               confidentiality  agreement  in a form  reasonably  acceptable  to
               Manager by which the potential transferee is legally bound.

          (c)  Upon termination of this Agreement, each Party will either return
               to  the  other  Party  all  documents  and  materials  containing
               Confidential  Information  furnished  by  such  other  Party,  or
               destroy such  documents and materials and provide  Notice of such
               destruction to the other Party.

     4.02 Indemnification by Holdings.

          (a)  Holdings shall indemnify, defend and hold Manager, its Affiliates
               and  any of  their  respective  officers,  directors,  employees,
               representatives   or  agents  ("Manager   Indemnified   Parties")
               harmless  from any  claims,  costs,  damages,  losses or expenses
               (including  reasonable  attorneys' fees for Counsel of Manager or
               its Affiliate's  choice) arising out of or relating to any breach
               or default in the performance of Holdings' covenants,  agreements
               or obligations under this Agreement.

          (b)  Subject to Section  4.03,  Holdings  expressly  acknowledges  and
               agrees that none of Manager, Manager's Affiliates or any of their
               respective  officers,  directors,  employees,  representatives or
               agents,  shall  be  liable  to  Holdings  for any  action  not in
               violation  of the  terms  of this  Agreement,  which  is taken or
               omitted  by, for or at the  direction  of Manager in its  prudent
               business  judgment in accordance with law and with respect to the
               Enterprise in a manner  consistent  with its obligation or duties
               as "Manager" under this Agreement.  Subject only to Section 4.03,
               Holdings  shall  indemnify,  defend and hold  Manager,  Manager's
               Affiliates  and  any of  their  respective  officers,  directors,
               employees,  representatives or agents,  harmless from any claims,
               costs,   damages,   losses  or  expenses  (including   reasonable
               attorneys' fees for counsel of Manager or its Affiliate's choice)
               arising  out of or related to any action  taken or omitted by any
               of them hereunder in conformity with prudent business judgment in
               accordance with law and in a manner consistent with its duties as
               "Manager" under this Agreement. Manager may consult with and rely
               upon the  advice of  counsel  of its  choice,  including  counsel
               retained by or for Holdings or the CrossCountry  Entities, in any
               of the foregoing matters,  including good faith determinations as
               to actions required or prohibited by this Agreement.

     4.03  Indemnification  by Manager.  Subject to section 4.02,  Manager shall
indemnify,  defend  and hold  Holdings,  Holdings'  Affiliates  and any of their
respective officers, directors, employees,  representatives or agents ("Holdings
Indemnified  Parties"),  harmless from any claim, cost, damage,  loss or expense
(including reasonable attorneys' fees) that is a result of Manager's,  or any of
its  Affiliates',  subcontractors',   employees',  representatives'  or  agents'
material breach of this Agreement.

     4.04 Limitation of Liability; Sole Remedy.  Notwithstanding anything to the
contrary in this  Agreement,  neither  Party shall be liable for  consequential,
incidental,  punitive,  exemplary  or  special  damages  resulting  directly  or
indirectly  from, or connected  with, the performance or  non-performance  under
this Agreement.  The indemnification provided for in this Article IV shall be in
addition to (and not in lieu of) all other  rights and  remedies of the Parties,
whether  at law or in  equity,  in  connection  with any  failure  by a Party to
perform or observe any term,  provision,  covenant or  agreement  on the part of
such Party to be performed or observed under this Agreement.

                                    ARTICLE V
                                   TERMINATION

     5.01 Term. Except as provided in Section 5.02 or 5.03, this Agreement shall
become  effective on the Effective  Date and shall  continue in force and effect
for a term of ten years from the beginning of the first  calendar year following
the Effective  Date,  unless earlier  terminated as permitted in this Article V,
and then shall be automatically renewed for an additional five-year term, unless
Manager provides Notice to Holdings of its intent to terminate this Agreement at
least  90  days  prior  to the  end of the  initial  term.  Notwithstanding  any
provision of this Agreement to the contrary, this Agreement shall be void and of
no force and  effect if the  Effective  Date  shall not have  occurred  prior to
January 1, 2005.

     5.02  Termination by Manager.  Notwithstanding  Section 5.01 and so long as
the Managing  Member or its  Affiliates  have not taken action or failed to take
action materially  contributing to a material breach by Holdings,  Manager shall
be entitled to  terminate  this  Agreement,  without any further  obligation  or
liability  on the part of  Manager,  as a result  of a  material  breach  by, or
attributable  to, Holdings of any of its obligations  that remain uncured for 60
days  after the  receipt  by  Holdings  of Notice  from  Manager  setting  forth
reasonable detail about such breach or if such cure cannot be completed with the
60-day period,  then if the cure is not undertaken promptly upon receipt of such
Notice, diligently prosecuted thereinunder and completed within 180 days. In the
event of the material  breach of non-payment by Holdings,  which remains uncured
for 30 days  after the  receipt  by  Holdings  of Notice  from  Manager  of such
non-payment,  Manager shall be entitled to terminate this Agreement, without any
further  obligation  or  liability to Holdings.  Holdings  shall  continue to be
liable to Manager for full payment of (i) any compensation,  in such amounts and
at such times as determined pursuant to Section 3.09, through the effective date
of actual termination pursuant to this Section 5.02, and (ii) all costs incurred
by Manager that are the responsibility of Holdings or the CrossCountry  Entities
pursuant to Section 3.01 and 3.08.

     5.03 Termination by Holdings.  Notwithstanding Section 5.01, Holdings shall
be entitled to terminate this Agreement (a) upon  Manager's  material  breach of
its obligations under this Agreement,  and Manager's failure to cure such breach
within 60 days following  Manager's  receipt of Notice from the Holdings setting
forth in reasonable detail the relevant conduct or failure,  (b) upon any of the
representations and warranties of Manager contained in this 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  Holdings,  (c) upon
Manager committing a material violation of any law applicable to Holdings or any
CrossCountry  Entity,  (d) if  Southern  Union  or its  Affiliates  cease to own
beneficially at least 80% of the Class A Membership  Interests in Holdings,  (e)
in the event that no dividends  have been  declared and paid by each of Holdings
and Transwestern  Holding Company,  LLC for a period of eight consecutive fiscal
quarters,  unless the Committee has  unanimously  agreed that no such  dividends
will be paid or (f) in the event of a failure to pay  principal  or  interest as
and when due under any Credit  Facility  (subject to applicable  grace periods);
provided however,  that, Holdings shall continue to be liable to Manager for (i)
full payment of any  compensation,  in such amounts and at such times determined
pursuant to Section 3.09 through the effective date of such termination pursuant
to this Section 5.03 (including a pro rated portion of the Annual Management Fee
based on the  year-to-date  EBITDA  realized as of the  termination  date versus
Projected  EBITDA for the same period),  and (ii) all costs  incurred by Manager
that are the responsibility of Holdings or the CrossCountry Entities pursuant to
Article II of Exhibit "A" hereto.

     5.04 Termination by Either Party. If a petition in bankruptcy or insolvency
is filed by  Holdings  or  Manager,  or if  Holdings  or  Manager  shall make an
assignment for the benefit of creditors,  or if either shall file a petition for
a  reorganization,  or for the  appointment of a receiver or trustee of all or a
substantial  portion  of  its  property,  or  if a  petition  in  bankruptcy  or
other-above  described  petition is filed against either which is not discharged
within 60 days  thereafter,  then either Party may terminate  this  Agreement by
serving Notice on the other Party.

     5.05 Effect.  Termination of this Agreement  shall not relieve either Party
from any obligation accruing or accrued to the date of such termination,  or the
right to audit under  Section  1.08 of Exhibit "A" hereto,  or deprive the Party
not in default of any remedy otherwise available to it.

     5.06 Survival Upon Termination.  The provisions of Article IV shall survive
the termination or expiration of this  Agreement,  and Section 4.01 shall remain
in full force and effect for a period of three years following such  termination
or expiration,  provided, however, that, the elimination of liability of Manager
pursuant to Section 4.02(b), and the acknowledgement by Holdings of its absolute
responsibility therefore, shall survive indefinitely;  and Manager's entitlement
to any payment pursuant to this Agreement, including as or for any compensation,
fees, expense reimbursement,  indemnification or otherwise,  shall survive until
it has been paid all such amounts to which it may be entitled.

     5.07  Duties Upon  Termination.  Upon  expiration  or  termination  of this
Agreement for any reason:

          (a)  At Holdings' sole expense,  Manager shall cooperate with Holdings
               in the transfer of the  management of the  Enterprise to Holdings
               or to a new manager of the Enterprise designated by Holdings; and

          (b)  Manager shall deliver to Holdings all books,  records,  accounts,
               manuals or other  similar  material  in its  possession  that are
               required to be maintained pursuant to the Agreement,  except that
               Holdings acknowledges that in the event this requirement requires
               delivery of books,  records,  accounts,  manuals or other similar
               material that, as a result of being combined with  information of
               Manager's Affiliates, contains information of entities other than
               the  CrossCountry  Entities.  Manager may deliver copies of those
               materials  which  have been  redacted  to  eliminate  information
               related to entities other than the CrossCounty Entities.

                                   ARTICLE VI
                               NOTICES AND REPORTS

     6.01 Delivery. Any notice,  request,  instruction,  correspondence or other
document to be given hereunder by either Party to the other (herein collectively
called  "Notice")  shall be in writing  and  delivered  personally  or mailed by
certified mail, postage prepaid and return receipt requested,  or by telegram or
telecopier, as follows:

         If to Holdings, to:

                  CCE Holdings, LLC
                  c/o General Electric Capital Corporation
                  120 Long Ridge Road
                  Stamford, CT  06927
                  Attention:  Portfolio Manager
                  Facsimile:  (203) 357-4890

                  And to:

                  CCE Holdings, LLC
                  c/o Southern Union Company
                  One PEI Center, Second Floor
                  Wilkes-Barre, PA  18711
                  Attention:  President
                  Facsimile:  (570) 829-8900

         If to Manager, to:

                  SU Pipeline Management LP
                  c/o Panhandle Eastern Pipe Line Company, LP
                  5444 Westheimer
                  Houston, Texas 77056-5306
                  Attention: President
                  Facsimile: (713) 989-7500

     6.02  Effectiveness.  Notice  given by  personal  delivery or mail shall be
effective upon actual receipt.  Notice given by telegram or telecopier  shall be
effective upon actual receipt if received during the recipient's normal business
hours, or at the beginning of the recipient's next business day after receipt if
not received during the recipient's  normal business hours. All Notices given by
telegram or telecopier shall be confirmed promptly after transmission in writing
by  certified  mail or  personal  delivery.  Any Party may change any address to
which  Notice is to be given to it by giving  Notice as  provided  above of such
change of address.

     6.03  Copies.  Copies of all Notices and  reports  submitted  by Manager to
Holdings  under  this  Agreement  shall  be sent to each of the  Members  at the
address to which Notices are to be given to Holdings as provided above.

                                   ARTICLE VII
                      GOVERNING LAW AND DISPUTE RESOLUTION

     7.01 Governing Law. This Agreement and the rights and duties of the Parties
hereunder  shall be governed by and  interpreted in accordance  with the laws of
the  State  of New York  without  regard  to the  conflicts  of laws  provisions
thereof.

     7.02 Dispute Resolution.  Except for the circumstances described in Section
7.02(d),  any dispute,  controversy  or claim  between the Parties  relating to,
arising  out of or in  connection  with  this  Agreement  as to  its  existence,
enforceability,  validity,  interpretation,  performance  or  breach,  or  as to
indemnification or damages,  including claims in tort, whether arising before or
after the termination of this Agreement (any such dispute,  controversy or claim
being referred to as a "Dispute")  shall be settled without  litigation and only
by use of the following alternative dispute resolution procedure:

          (a)  At the written  request of a Party,  each Party  shall  appoint a
               knowledgeable,  responsible  representative to meet and negotiate
               in good faith to resolve any Dispute.  The  discussions  shall be
               left to the discretion of the  representatives.  Upon  agreement,
               the   representatives   may  utilize  other  alternative  dispute
               resolution   procedures  such  as  mediation  to  assist  in  the
               negotiations.  Discussions and correspondence  among the Parties'
               representatives  for  purposes  of  these  negotiations  shall be
               treated as confidential information developed for the purposes of
               settlement, exempt from discovery and production, and without the
               concurrence  of  both  Parties  shall  not be  admissible  in the
               arbitration  described  below,  or  in  any  lawsuit.   Documents
               identified in or provided with such communications, which are not
               prepared  for purposes of the  negotiations,  are not so exempted
               and may, if otherwise admissible, be admitted in the arbitration.

          (b)  If negotiations between the representatives of the Parties do not
               resolve  the  Dispute  within  60  days  of the  initial  written
               request, the Dispute shall be submitted to binding arbitration by
               a single arbitrator pursuant to the Commercial  Arbitration Rules
               ("Large,  Complex Case Program" or similar program,  if conducted
               by the American Arbitration Association),  as then amended and in
               effect,  of the American  Arbitration  Association (the "Rules").
               Either Party may demand such  arbitration in accordance  with the
               procedures set out in the Rules. The arbitration shall take place
               in New York, New York. The arbitration hearing shall be commenced
               within  60 days of  such  Party's  demand  for  arbitration.  The
               arbitrator  shall have the power to and will  instruct each Party
               to produce  evidence  through  discovery  (i) that is  reasonably
               requested  by the  other  Party  to the  arbitration  in order to
               prepare and  substantiate  its case,  and (ii) the  production of
               which will not materially delay the expeditious resolution of the
               dispute  being  arbitrated;  each Party agrees to be bound by any
               such discovery order. The arbitrator shall control the scheduling
               (so as to process the matter  expeditiously)  and any  discovery.
               The  Parties  may  submit  written  briefs.  At  the  arbitration
               hearing,  each Party may make written and oral  presentations  to
               the  arbitrator,  present  testimony  and  written  evidence  and
               examine witnesses. No Party shall be eligible to receive, and the
               arbitrator  shall not have the  authority  to award,  incidental,
               consequential,   exemplary,  special  or  punitive  damages.  The
               arbitrator shall rule on the Dispute by issuing a written opinion
               within  30 days  after the close of  hearings.  The  arbitrator's
               decision  shall be  binding  and final.  Judgment  upon the award
               rendered  by the  arbitrator  may be entered in any court  having
               jurisdiction.

          (c)  Each  Party  will  bear its own  costs  and  expenses  (including
               attorneys'  fees) in submitting  and presenting its position with
               respect to any Dispute to the arbitrator; provided, however, that
               if the  arbitrator  determines  that  the  position  taken in the
               Dispute  by  the  non-prevailing   Party  taken  as  a  whole  is
               unreasonable,  the arbitrator may order the non-prevailing  Party
               to bear such fees and  expenses,  and  reimburse  the  prevailing
               Party  for  all or  such  portion  of its  reasonable  costs  and
               expenses (including attorneys' fees) in submitting and presenting
               its position,  as the arbitrator shall reasonably determine to be
               fair  under  the  circumstances.  Unless  the  arbitrator  orders
               otherwise pursuant to the foregoing  sentence,  each Party to the
               arbitration  shall pay  one-half of the fees and  expenses of the
               arbitrator and the American Arbitration Association.  In the case
               of any conflict  between this paragraph (c) and Section  12.13(b)
               of the LLC Agreement,  the provisions of Section  12.13(b) of the
               LLC Agreement shall be controlling.

          (d)  Notwithstanding any other provision of this Agreement, (i) either
               Party may  commence  an action  to  compel  compliance  with this
               section,  and  (ii) if any  Party,  as part of a  Dispute,  seeks
               injunctive  relief  or  any  other  equitable  remedy,  including
               specific enforcement,  then such Party shall be permitted to seek
               such injunctive or equitable relief in any federal or state court
               or competent jurisdiction before, during or after the pendency of
               a mediation or arbitration proceeding under this section. Pending
               final resolution of the dispute, the Parties hereto shall proceed
               with the performance of their obligations under this Agreement.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.01 Force  Majeure.  Subject to the standards set forth in Article II, if,
by reason of the  occurrence  of a Force  Majeure  Event,  Manager  is  rendered
unable,  wholly or in part, to carry out its  obligations  under this Agreement,
and if  Manager  gives  Notice and  reasonably  full  particulars  of such Force
Majeure  Event in writing or by facsimile to Holdings  within a reasonable  time
after the  occurrence  of the cause relied on, upon giving such Notice,  Manager
shall  not  be  liable;   provided,   however,   that  Manager  shall  undertake
commercially  reasonable  efforts  to  remedy  such  cause  with all  reasonable
dispatch. If a Party is prevented from substantially  performing its obligations
under this  Agreement by Force Majeure for a period of 180 days, the other Party
may terminate this Agreement  without  further  liability of either Party to the
other hereunder by ten days' Notice given any time thereafter unless substantial
performance is resumed during that ten ten-day period.

     8.02 Laws and  Regulatory  Bodies.  This  Agreement,  the  operation of the
Enterprise  and the rights and  obligations  of Holdings  and Manager  hereunder
shall be subject to all valid and  applicable  laws,  orders,  court  decisions,
directives,   rules  and  regulations  of  any  Governmental   Authority  having
jurisdiction.

     8.03 Waiver. No waiver by either Party of any default by the other Party in
the  performance  of any  provision,  condition or  requirement  herein shall be
deemed to be a waiver of, or in any manner a release  of the other  Party  from,
performance of any other provision,  condition or requirement herein, nor deemed
to be a waiver of, or in any manner a release of the other  Party  from,  future
performance of the same provision, condition or requirement; nor shall any delay
or omission of either Party to exercise any right hereunder in any manner impair
the exercise of any such right or any like right accruing to it thereafter.

     8.04  Modification.  This Agreement may not be modified,  varied or amended
except by an instrument in writing signed by the Parties.

     8.05 Headings. The headings to each of the various Articles and Sections in
this Agreement are included for convenience and reference only and shall have no
effect on, or be deemed as part of the text of, this Agreement.

     8.06  Assignment.  Neither  Party shall  assign its rights and  obligations
hereunder  without  the prior  written  consent  of the other  Party;  provided,
however, that Manager may assign in whole or in part, its rights and obligations
hereunder to any direct or indirect wholly owned subsidiary of Southern Union.

     8.07 Conflicts. In the event of any conflict or inconsistency between this
Agreement  and the  Accounting  and Financial  Procedures,  the  Accounting  and
Financial Procedures shall control.

     8.08 Operating and  Maintenance  Plan.  Manager shall submit to appropriate
regulatory  agencies an operating and maintenance  plan for the  Enterprise,  as
required by the Minimum Federal Safety Standards, Part 192, of the Department of
Transportation.

     8.09 Manager's  Office.  Manager may select the office locations used by or
for Holdings, the Enterprise and the CrossCountry Entities.

     8.10 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the  Parties and their  respective  successors  and  permitted
assigns. Nothing in this Agreement,  express or implied, is intended or shall be
construed  to confer any right,  remedy or claim upon any person  other than the
Parties and their respective successors and permitted assigns .

     8.11 Further Assurances.  Holdings and Manager agree to execute and deliver
all such other and  additional  instruments  and  documents and to do such other
acts and things as may be necessary to more fully  effectuate this Agreement and
to operate the Enterprise as contemplated by the Parties.

     8.12  Amendment.  This Agreement may not be modified or amended except by a
written instrument signed by each of the Parties to this Agreement.

     8.13 Counterparts.  This Agreement may be executed in counterparts, each of
which  shall be deemed an  original  and  together  constitute  one and the same
agreement.

     8.14  Execution.  The  signatories to this Agreement  represent and warrant
that they have the  authority to execute the  Agreement on behalf of the Parties
they represent.

     8.15 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between the Parties  concerning the subject matter hereof,  and same  supersedes
any prior understandings or written or oral agreements relative to said matter.

     8.16  Self-dealing.  Notwithstanding  any provision hereof to the contrary,
Manager,  Manager's Affiliates and Holdings may engage in or possess an interest
in other  business  ventures  of any nature or  description,  including  the gas
distribution interstate and intrastate gas transmission,  gas storage, liquefied
natural gas regasification  and storage,  whether  independently  owned or owned
with others,  whether  currently  existing or subsequently  created and Manager,
Holdings  and their  Affiliates  shall not have any rights in or to any of these
other businesses ventures or the income or profits derived therefrom.

     8.17  Severability.  If any of the  provisions of this  Agreement  shall be
determined by a Court of competent  jurisdiction to be invalid or unenforceable,
all of the other provisions shall remain in full force and effect so long as the
economic or legal substance of the contemplated  transactions is not affected in
any manner  materially  adverse to any Party. Upon such  determination  that any
term or other provision is invalid,  illegal or incapable of being enforced, the
Parties shall  negotiate in good faith to modify this  Agreement so as to effect
the original intent of the Parties as closely as possible.

     8.18  Performance  Covenant.  By its signature in the place provided below,
Panhandle  Eastern  Pipe  Line  Company,  LP  hereby  covenants,  to the  extent
permitted  by  applicable  law,  to cause  Manager  to  perform  the  duties and
obligations of Manager hereunder.

     8.19 Title. Title to all materials  purchased by Manager under the terms of
this Agreement specifically for the use of the Enterprise shall pass immediately
upon reimbursement therefor to, and vest in, Holdings.
<PAGE>

                         [Signatures on following page]


<PAGE>



         IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed
in multiple  originals by their respective  officers  thereunto duly authorized,
all as of the date first above written.

                                      CCE HOLDINGS, LLC

                                          By: /s/Colleen P. Harkness
                                              ----------------------
                                          Title: Authorized Signatory
                                                ---------------------


                                      SU PIPELINE MANAGEMENT LP

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

                                      PANHANDLE EASTERN PIPE LINE COMPANY, LP

                                          By: /s/Thomas F. Karam
                                              ------------------

                                          Title: President & COO
                                                ----------------
<PAGE>



168017v7                                            A-1
                                   EXHIBIT "A"
                                       TO
                        ADMINISTRATIVE SERVICES AGREEMENT

                       ACCOUNTING AND FINANCIAL PROCEDURES

                                    ARTICLE I
                               GENERAL PROVISIONS


     1.01 Books and Records.  Manager shall keep, or cause to be kept, the books
and records of Holdings and the CrossCountry  Entities at the principal place of
business of Holdings.  The books and records  shall be  maintained in accordance
with  generally  accepted  accounting  principles  and the  requirements  of the
Federal Energy Regulatory Commission, as applicable,  consistently applied. Such
books and records shall reflect all transactions and be appropriate and adequate
for  conducting  the  business.  Quarterly  within 45 days after the end of each
fiscal quarter of the Holdings and annually within 90 days after the end of each
Fiscal Year of  Holdings,  Manager  shall  deliver or cause to be  delivered  to
Holdings  financial  statements of Holdings and each subsidiary of Holdings that
is then subject to the periodic  reporting  requirements  of the Act (or that is
required to file such reports  pursuant to the Credit  Facilities) as of the end
of and for  such  period.  Such  financial  statements  shall  comply  with  the
requirements  of the Act and the regulations  thereunder or the  requirements of
the Credit  Facilities,  as  applicable,  and shall  include a balance sheet and
statements  of  income,  Members'  equity,  status of and cash  flows,  shall be
prepared  in  accordance  with GAAP and,  with  respect to the annual  financial
statements,   shall  be  accompanied  by  a  report  of  the  relevant  entity's
independent certified public accountants stating that their examination was made
in  accordance  with  generally  accepted  auditing  standards and that in their
opinion such  financial  statements  fairly present the  Enterprise's  financial
position,  results of operations and cash flow in accordance with GAAP.  Manager
shall,  on behalf of Holdings,  in connection with the Credit  Facilities,  make
such reports,  submit such information and perform such additional duties as may
be  required  of  Holdings  by the  Credit  Facilities,  so long as such  Credit
Facilities are in effect.

     1.02 Records.  Manager shall keep or cause to be kept all books and records
necessary to record any and all affairs of Holdings,  the CrossCountry  Entities
and the Enterprise. Any such financial records shall be maintained in conformity
with  applicable  law,  GAAP and other  record  keeping  practices  customary to
Manager  and for the  industry.  Originals  or copies of such books and  records
shall be maintained by Manager,  and shall be open to inspection and examination
by designated  representatives and agents of the Members during the term of this
Agreement at any reasonable  time upon reasonable  prior request.  All materials
and documents  prepared or developed solely by or solely on behalf of Manager in
connection with and necessary to the Enterprise,  including without  limitation,
all  manuals,  data,  designs,  drawings,  plans,  specifications,  reports  and
accounts,  shall become the  property of Holdings  when  prepared  except to the
extent such materials and documents are owned,  co-owned,  developed,  licensed,
created,  shared,  used, in whole or in part, by Manager or Manager's Affiliates
(the "Excepted  Documents").  With respect to the Excepted  Documents,  all such
materials and documents,  together with any materials and documents furnished by
Holdings to Manager or to its employees, representatives, agents or contractors,
shall be  delivered or otherwise  made  available to Holdings  under a perpetual
royalty-free license.

     1.03  Permits  and  Licenses.  Manager  shall take all  necessary  steps to
operate the Enterprise  consistent with the permits and licenses of Holdings and
the CrossCountry Entities.

     1.04 Tax Returns.  Subject to the requirements of Section 7.5(e) of the LLC
Agreement, Manager shall prepare or cause to be prepared at the cost and expense
of Holdings all necessary  federal,  state and local tax returns,  and file such
returns in a timely manner.  In addition,  Manager shall at the cost and expense
of Holdings engage a certified  nationally  recognized public accounting firm to
review and sign any federal income tax return.

     1.05 Cash and  Temporary  Investments.  Manager  shall have  custody of the
funds,  notes,  drafts,  acceptances,  commercial  paper  and  other  securities
belonging to Holdings; keep the funds belonging to Holdings on deposit in one or
more banking  institutions  designated by Holdings;  invest  available  funds in
certificates of deposit,  banker's  acceptances,  commercial  paper,  Eurodollar
certificates of deposit,  repurchase  agreements or United States  Government or
Agency securities;  and disburse such funds.  Excess funds may be loaned through
short-term demand notes to each class of Member equally, subject to policies and
procedures  established by the Committee.  Under no circumstances  shall Manager
commingle  the funds of the  Enterprise  with the funds of Manager or any of its
Affiliates.

     1.06 Budgets.

          (a)  Capital  Expenditures  Budgets.  Not later than 90 days after the
               Effective Date,  Manager shall prepare and submit for approval by
               the  Committee a capital  expenditures  budget for the first full
               Fiscal Year after the Effective Date. On or before November 30 of
               the first full Fiscal  Year,  and on or before  each  November 30
               thereafter,  Manager shall prepare and submit for approval by the
               Committee a capital  expenditures  budget for the ensuing  Fiscal
               Year.  If the  Committee  is  unable  to  agree  on  the  capital
               expenditures  budget  for  any  such  Fiscal  Year,  the  capital
               expenditures budget shall be the budget that was in effect in the
               immediately  preceding Fiscal Year,  subject to the discretion of
               the Manager to  increase  one or more line items by not more than
               5%. Except as the Committee  may  otherwise  direct,  the capital
               expenditures  budget  so  determined  and  then in  effect  shall
               constitute  authorization  of  Manager  to  incur  in  total  the
               expenditures  contained in the capital  budget plus the lesser of
               (i) 10% of the capital budget during such Fiscal Year or (ii) $10
               million.  Manager  shall submit for approval by the Committee any
               proposed changes to the capital expenditures budget.

          (b)  Operating  Budgets.  Not later than 90 days  after the  Effective
               Date,  Manager  shall  prepare  and  submit for  approval  by the
               Committee  an  operating  budget for the first full  Fiscal  Year
               after the  Effective  Date (which budget shall  include,  without
               limitation,  Transition  Costs).  On or before November 30 of the
               first  full  Fiscal  Year,  and on or  before  each  November  30
               thereafter,  Manager shall prepare and submit for approval by the
               Committee an operating budget for the ensuing Fiscal Year. If the
               Committee is unable to agree on the operating budget for any such
               Fiscal Year, the operating budget shall be the budget that was in
               effect in the immediately  preceding Fiscal Year,  subject to the
               discretion  of the  Manager  to  increase  one or more line items
               (e.g., "general and administrative expenses") 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  preceeding   year).  In  addition,   Manager  shall  provide
               documentation to the Committee,  in reasonably sufficient detail,
               to show the  allocation  methodology  and the  allocation  of the
               direct and indirect  operating  costs  budgeted to be incurred on
               behalf of Holdings for such Fiscal Year. Manager shall not change
               the allocation  methodologies utilized for the approved operating
               budget for any Fiscal Year without the approval of the Committee.
               Except as the  Committee  may  otherwise  direct,  the  operating
               budget  approved  by the  Committee  and  then  in  effect  shall
               constitute  authorization  of  Manager  to  incur  in  total  the
               expenses  contained in such operating budget and, with respect to
               any individual line item, up to an additional 5% (and to increase
               increase the total expenses  contained in the operating budget by
               a corresponding amount). Manager shall submit for approval by the
               Committee any proposed material changes to the operating budget.

          (c)  Second Year Estimated Budget.  Not later than November 30 of each
               year,  commencing with 2005, Manager shall prepare and submit for
               review  by the  Committee  an  estimated  budget  for the  second
               ensuing Fiscal Year. Each such estimated  budget shall include in
               reasonable detail for such Fiscal Year (i) projected revenues and
               expenses of Holdings and each CrossCountry Entity, (ii) projected
               capital  expenditures for Holdings and each CrossCountry  Entity,
               (iii)  results of  operations  of Holdings and each  CrossCountry
               Entity, and (iv) a general business plan for the Enterprise.

     1.07  Inspection.  Each  Member of  Holdings  shall  have the  right,  upon
reasonable  Notice,  at all  reasonable  times  during usual  business  hours to
inspect  the  Enterprise  and to examine and make copies of the books of account
and other  records as  maintained  by Manager  relating to the  operation of the
Enterprise.  Such right may be  exercised  through any agent or employee of such
Member  designated in writing by it or by an independent  accountant or attorney
so designated and such Party exercising such right shall use all reasonable care
to carry  out any such  inspection  in such a manner  as to  result in a minimal
disruption  of the business of Manager.  The Party making the request shall bear
all expenses incurred in any inspection or examination made at its behest.

     1.08  Audit.  Each  Member  owning at least 25% of the  outstanding  equity
securities of Holdings may audit,  at its own expense,  during  normal  business
hours after 15 days' Notice to Manager, (i) all books and records of Manager and
Manager's  Affiliates,  relating  solely to the operation of the  Enterprise and
(ii) all books and  records  maintained  by Manager  pursuant  to  Section  1.01
hereof.  Such  audits  shall not be  commenced  more often than once each Fiscal
Year.  Notwithstanding  anything herein to the contrary, in the event Manager is
involved in a financial closing, equity offering, debt offering, re-financing or
other financial reporting process that requires Manager's  immediate  attention,
then Manager may delay such audit by an  additional  up to an additional 15 days
upon Notice to the requesting Member. Each Member shall have two years after the
close of a Fiscal  Year in which to make an audit of such books and  records for
such Fiscal Year.  Manager shall neither be required nor permitted to adjust any
item unless a claim therefore is presented or adjustment is initiated within two
years after the close of the Fiscal  Year in which the  statement  therefore  is
rendered, and in the absence of such timely claims or adjustments, the bills and
statements  rendered shall be  conclusively  established  as correct;  provided,
however,  that this  shall not  prevent  adjustment  resulting  from a  physical
inventory of the Enterprise property.


<PAGE>


                                   ARTICLE II
                        COSTS, EXPENSES AND EXPENDITURES

     2.01  Transition  Costs.  All  Transition  Costs shall be  allocated by the
Manager and charged to and paid by Holdings.

     2.02 Direct  Operating Costs Incurred by the  Enterprise.  All ordinary and
necessary costs  associated with the direct operation of the Enterprise shall be
charged to and paid by Holdings.  Such costs shall  include,  but not be limited
to, direct  operating  expenses,  repairs,  maintenance,  capital  additions and
replacements,  retirements, abandonments and direct administration. Any costs or
expenses  incurred  by  Manager  in  rendering  direct  operating   services  to
Affiliates  or  subsidiaries  of Manager that are not related to the  Enterprise
shall be charged to and paid by such Affiliate or subsidiary.

     2.03  Direct  Operating  Costs  Incurred  by Manager or its  Affiliates  or
Agents. All ordinary and necessary costs associated with the direct operation of
the  Enterprise,  but incurred by Manager or an Affiliate or agent of Manager on
behalf of the  Enterprise,  shall be charged to and paid by Holdings,  provided,
however, that such operating costs are calculated per the allocation methodology
and are within the  applicable  budgeted  amounts  approved by the  Committee in
connection with the operating  budget  approval  process as set forth in Section
1.06(b) of this Exhibit "A". If no operating  budget is approved for Fiscal Year
2005,  such  operating  costs  shall  be  recoverable  provided  that  they  are
calculated in accordance with the cost allocation  methodologies employed by the
CrossCountry  Entities and by Panhandle Eastern Pipe Line Company, LP during the
calendar year ending December 31, 2004.  Subject to Section 1.08 of this Exhibit
"A", all such  documented  operating  costs shall be recoverable  for the period
ending December 31, 2004. The ordinary and necessary  costs  associated with the
direct  operation of the Enterprise,  but incurred by Manager or an Affiliate or
agent of Manager on behalf of the Enterprise,  shall include, but not be limited
to, expenses related to the following functions:

         1.       Engineering
         2.       Financial and Accounting
         3.       Marketing and Gas Supply
         4.       Rates and Regulatory Affairs
         5.       Pipeline Enterprises Operations
         6.       Legal Counsel
         7.       Tax Administration
         8.       Insurance Administration
         9.       Human Resources and Payroll
         10.      Information Technology
         11.      Administration
         12.      Public Affairs
         13.      Purchasing
         14.      Gas Reserves Evaluation
         15.      Office Costs
         16.      Aviation
         17.      Governmental Affairs
         18.      Materials and Equipment
         19.      Environmental
         20.      Risk Management
         21.      Safety
         22.      Business Development

With respect to payroll costs,  appropriate loads including benefits and payroll
taxes will be included.

     2.04  Indirect  Operating  Costs  Incurred by Manager or its  Affiliates or
Agents. A prorated portion of the costs and corporate overhead expenses incurred
by Manager or its Affiliates and agents in connection  with the provision of the
Shared Services (excluding Transition Costs (which shall be recoverable pursuant
to Section  2.01 of this  Exhibit  "A") but  including  without  limitation  the
following:  (i) compensation,  including  salaries,  bonuses and other incentive
based  compensation;  (ii) employee  benefits and perquisites  including health,
retirement and other welfare benefits;  (iii) accrued paid leave; (iv) severance
payments  (including  when  due or  payable  to  employees  of  Manager  and its
Affiliates  that  they no  longer  require  as a  result  of plans  and  changes
affecting or arising from the Enterprise;  and (v) expenses  attributable to the
use of Manager's corporate and its Affiliate's offices, equipment and facilities
in  connection  with the  performance  of its  obligations  hereunder)  shall be
allocated  by Manager to Holdings  and shall be charged to and paid by Holdings,
provided,  however,  that such operating costs are calculated per the allocation
methodology  and are within the  applicable  budgeted  amounts  approved  by the
Committee in connection with the operating  budget approval process as set forth
in Section  1.06(b) of this Exhibit "A". If no operating  budget is approved for
Fiscal Year 2005, such operating  costs shall be recoverable  provided that they
are calculated in accordance with the cost allocation  methodologies employed by
the CrossCountry  Entities and by Panhandle Eastern Pipe Line Company, LP during
the calendar  year ending  December  31,  2004.  Subject to Section 1.08 of this
Exhibit "A", all such  documented  operating  costs shall be recoverable for the
period  ending  December 31, 2004.  With respect to payroll  costs,  appropriate
loads including benefits and payroll taxes will be included.

     2.05 Bank Accounts.  At Manager's request,  Holdings shall establish one or
more bank accounts in the name or names of Holdings, or any actual or trade name
used in the  business  of the  Enterprise,  and  shall  allow  or to the  extent
necessary provide Manager authority to sign checks as the agent for such account
holder  to  pay  obligations  of  Holdings  and  the  CrossCountry  Entities  as
contemplated  by and in accordance  with the terms of this  Agreement.  Holdings
shall  cause such  accounts  initially  to include  sufficient  funds to pay its
estimated  financial  obligations for at least 60 days, as reasonably  estimated
and  requested  by  Manager,   and  assure  sufficient  balances  thereafter  as
reasonably  requested by Manager to permit timely  payment of obligations of the
Holdings and the CrossCountry  Entities.  Under no  circumstances  shall Manager
commingle  the funds of the  Enterprise  with the funds of Manager or any of its
Affiliates.

     2.06  Payments.  Manager  shall  invoice  Holdings  on a monthly  basis (a)
pursuant to Section 2.01 of this Exhibit "A" for the applicable Transition Costs
incurred  by the  Enterprise,  Manager or its  Affiliates  or agents  during the
preceding  month, (b) pursuant to Sections 2.03 and 2.04 of this Exhibit "A" for
the direct and indirect  operating  costs  incurred on behalf of the  Enterprise
during the preceding month and (c) pursuant to Section 3.09 of the Agreement the
Annual  Management  Fee, if any,  earned by Manager during the preceding  Fiscal
Year.  Holdings shall pay such amounts to Manager in cash within ten days of the
date of receipt of  Manager's  invoice.  To the  extent  Holdings  in good faith
disputes the amount  payable in any  statement  or invoice  provided by Manager,
Holdings  shall pay the  undisputed  portion of the invoice when due and provide
Manager with  reasonable and sufficient  documentation  identifying the basis of
the dispute,  including a detailed explanation of the reason for the dispute. If
the  dispute  cannot be resolved  in 60 days,  then either  Party may submit the
dispute to the dispute resolution procedures set forth in 7.02 of the Agreement.
Any past due payments shall bear interest at the rate of 1% per month.

<PAGE>




                                   EXHIBIT "B"
                                       TO
                        ADMINISTRATIVE SERVICES AGREEMENT

                               MANAGEMENT POLICIES

         The  following  is a summary of the matters  requiring  approval by the
Executive  Committee and Members  pursuant to the LLC Agreement.  In case of any
conflict between the following summary and the LLC Agreement,  the LLC Agreement
shall be controlling.


Required Member Unanimous Approvals

      Manager shall not undertake  any of the  following  enumerated  activities
unless they have been approved by all of the Members of Holdings:

(a)   Amendment of any of the  organizational  documents of Holdings
      including,  but not limited to, its  certificate  of formation
      and the LLC  Agreement  (except as expressly  permitted by the
      LLC Agreement);

(b)   Requiring any Member to contribute  additional  capital beyond
      its original equity contribution; and

(c)   Issuing any membership interests or other equity securities of
      Holdings to any Member  (except as expressly  permitted by the
      LLC Agreement).


Required Member Two-Thirds Approvals

         Manager shall not undertake any of the following enumerated  activities
unless they have been approved by the Members  holding a two-thirds  majority of
the Class A Interests and Class B Interests, each voting separately as a class:

(a)  Dissolution,  termination or  liquidation  of Holdings or any  CrossCountry
     Entity;

(b)  The sale of all or substantially all of the assets of Holdings; and

(c)  The  merger,  consolidation  or change in form of entity of Holdings or any
     CrossCountry Entity, whether or not involving a change of control.


Required Executive Committee Approvals

         Manager shall not undertake any of the following enumerated  activities
unless they have been  approved by the Committee  (capitalized  terms used below
without   definition  shall  have  themeanings   assigned  thereto  in  the  LLC
Agreement):

(a) commencing, or any other material action with respect to, a Bankruptcy Event
of Holdings or any of its subsidiaries;

(b) transferring any assets of Holdings 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 Holdings or any Holdings subsidiary 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 Holdings;

(f) making any non-pro rata  distribution of cash,  income,  assets or rights to
any Member, except to the extent permitted under the LLC Agreement;

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

(h)  incurring  or  assuming  any  Indebtedness  by  Holdings  or  any  Holdings
subsidiary in excess of $50 million in the aggregate, excluding the Indebtedness
incurred in connection with the acquisition of CrossCountry by Holdings;

(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  Holdings or a Holdings  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 Holdings or a Holdings subsidiary;

(j)  initiating  any material  legal  proceedings  or  arbitration  on behalf of
Holdings or a Holdings subsidiary, or agreeing to the settlement of any claim by
or against Holdings or a Holdings 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  Holdings or a
Holdings subsidiary;

(l) adopting each annual budget for Holdings and each Holdings  subsidiary,  and
any amendment or other  modification to any such budget;  provided,  that if the
Committee  is unable to agree on the annual  budget for any year for Holdings or
any Holdings subsidiary, the applicable budget shall be determined in accordance
with Section 1.06(b) of Exhibit "A" to this Agreement;

(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 Holdings or any Holdings subsidiary, or terminating the engagement of
Holdings's principal independent auditors;

(o) engaging any  commercial or investment  banks,  independent  accountants  or
legal counsel to provide services to Holdings or any Holdings  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
Holdings subsidiary.

         In addition to the foregoing,  the Executive Committee shall review and
approve the insurance  coverages  and  providers  maintained by Holdings and its
subsidiaries  no less frequently than once each year, and at such other times as
the Managing Member may request.



<PAGE>



                                   EXHIBIT "C"
                                       TO
                        ADMINISTRATIVE SERVICES AGREEMENT

                                    INSURANCE

         (a)      The  insurance   carried  pursuant  to  Section  3.07  of  the
                  Agreement shall include the following coverages:

         (i)      All risk property  insurance  covering physical loss or damage
                  to  buildings,  contents,  equipment and gas while in storage.
                  Such insurance  shall include,  but not be limited to fire and
                  extended coverage,  collapse, flood, earth movement, certified
                  and  non-certified  terrorism  and  comprehensive  boiler  and
                  machinery  coverage  including  production   equipment.   Such
                  insurance  shall  be  written  on a  replacement  cost  basis,
                  without coinsurance.

         (ii)     At the  option of the  Committee,  business  interruption  and
                  contingent business  interruption covering loss of net profits
                  and continuing  expenses  written  without  coinsurance and in
                  amounts and with  periods of indemnity  as are  acceptable  to
                  Holdings, the CrossCountry Entities and the Committee members.

         (iii)    Liability  insurance  written  in  an  amount  not  less  than
                  $500,000,000  (or  such  lesser  amount  as  specified  by the
                  Committee).  Such coverage shall  include,  but not be limited
                  to, premises/operations,  explosions, collapse and underground
                  (XCU) broad form contractual,  products/completed  operations,
                  independent  contractors,   personal  injury  and  sudden  and
                  accidental pollution relating to the discharge or dispersal of
                  gas.  Such  policies   shall  not  contain  an  exclusion  for
                  terrorism, provided such insurance is commercially available.

         (iv)     Workers  compensation  insurance written with statutory limits
                  and  employer's  liability in an amount at least  matching the
                  attachment  point  of the  first  layer  of  excess  liability
                  coverage.  Such policy shall contain an all states endorsement
                  and stop gap  endorsement  and shall not contain an  exclusion
                  for occupational disease.

         (v)      Comprehensive  automobile  liability  insurance for all owned,
                  non-owned  and hired  vehicles  written  in an amount at least
                  matching  the  attachment  point of the first  layer of excess
                  liability coverage.

         (vi)     Fidelity insurance written in an amount not less than
                  $10,000,000.

         (vii)    Directors'  and officers'  liability  insurance  written in an
                  amount not less than $25,000,000.

         (viii)   Such other  insurance  as is  required to be  maintained  with
                  respect to the Enterprise in accordance with applicable  laws,
                  rules and regulations.



<PAGE>


         (b)      The  insurance   carried  pursuant  to  Section  3.07  of  the
                  Agreement shall be endorsed as follows:

         (i)      The appropriate parties, as determined by the Committee, shall
                  be named insureds, additional insureds or loss payees.

         (ii)     Losses,  if any, in respect of the  insurance  provided  under
                  paragraphs  (a)(i),  (a)(ii) and (a)(vi) above shall be solely
                  payable to the parties as designated by the Committee.

         (iii)    Insurers  shall  waive all rights of  subrogation  against the
                  CrossCountry  Entities,  Holdings  and the  Members,  as their
                  interests may appear.

         (iv)     Such   insurance   shall  be  primary  and  without  right  of
                  contribution   of  any   other   insurance   carried   by  the
                  CrossCountry Entities, Holdings and the Members.

         (v)      If  such   insurance  is  cancelled   for  any  reason,   such
                  cancellation  shall  not be  effective  for 30 days (or for 10
                  days in the event of nonpayment of premiums) following receipt
                  of notice of such cancellation by the named insured.



</TEXT>
</DOCUMENT>
