exv10w6





 Exhibit 10.6

SIXTH AMENDMENT TO FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT AND CONSENT




     THIS SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this
“Amendment”) is entered into as of February 27, 2009 by and among each of the persons
listed on the signature pages hereto as banks (the “Banks”), Crosstex Energy, L.P., a
Delaware limited partnership (the “Borrower”), and Bank of America, N.A., as administrative
agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such
capacity, the “Collateral Agent”).



ARTICLE I




BACKGROUND




     A. The Banks, the Administrative Agent and the Borrower are parties to that certain Fourth
Amended and Restated Credit Agreement dated as of November 1, 2005, as amended by the First
Amendment dated as of February 24, 2006, the Second Amendment dated as of June 29, 2006, the Third
Amendment dated as of March 28, 2007, the Fourth Amendment dated as of September 19, 2007 and the
Fifth Amendment and Consent dated as of November 7, 2008 (as so amended, the “Credit
Agreement”). Terms defined in the Credit Agreement and not otherwise defined herein have the
same meanings when used herein.



     B. The Borrower has requested, and the Majority Banks have agreed, to (1) consent to the
modification of certain financial covenants under the Credit Agreement and (2) make certain
additional amendments to the Credit Agreement as provided for herein.



     C. The Borrower intends to amend the Note Agreement in order to accomplish similar amendments
to the Note Agreement.



ARTICLE II




AGREEMENT




     NOW THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy of which are all
hereby acknowledged, the parties hereto covenant and agree as follows:



     Section 1. Amendments to the Credit Agreement. The Credit Agreement is hereby amended
as follows:




     (a) Section 1.01 of the Credit Agreement is hereby amended by restating the following
definitions to read in their entirety as follows:




     “Applicable Margin” means, as of any date of determination, the
following percentages determined as a function of the Leverage Ratio for the
Borrower and its Subsidiaries on a Consolidated basis:



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 1















 








	 	 	 	 	 	 	 	 	 
	 	 	Eurodollar Rate	 	Reference Rate	 	Commitment	 	Letter of Credit
	Leverage Ratio	 	Advances	 	Advances	 	Fees	 	Fees
	≥ 5.00
	 	4.00%
	 	3.00%
	 	0.50%
	 	4.00%
	≥ 4.25 and

< 5.00
	 	3.50%
	 	2.50%
	 	0.50%
	 	3.50%
	≥ 3.75 and

< 4.25
	 	3.25%
	 	2.25%
	 	0.50%
	 	3.25%
	< 3.75
	 	2.75%
	 	1.75%
	 	0.50%
	 	2.75%







The foregoing ratio shall be determined from the Financial Statements of the
Borrower and its Subsidiaries most recently delivered pursuant to Section
5.01(c) or Section 5.01(d) and certified to by a Responsible Officer in
accordance with such Sections. Any change in the Applicable Margin shall be
effective upon the date of delivery of the Financial Statements pursuant to
Section 5.01(c) or Section 5.01(d), as the case may be, and receipt by the
Administrative Agent of the compliance certificate required by such
Sections. The Applicable Rate from the Sixth Amendment Effective Date until
the next determination will be for the Leverage Ratio of greater than or
equal to 5.00 to 1.00.




     “Asset Disposition” means any sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any
property or any series of related dispositions of property by any Person,
including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims
associated therewith in which the property disposed either (a) generates
EBITDA greater than or equal to 1% of EBITDA for the four fiscal quarter
period ending as of the most recent fiscal quarter for which the Borrower
has delivered Financial Statements pursuant to Section 5.01(c) or (d) or (b)
has an aggregate book value greater than 1% of the book value of the
Consolidated assets of the Borrower and its Subsidiaries as of the end of
the most recent fiscal quarter for which the Borrower has delivered
Financial Statements pursuant to Section 5.01(c) or (d); provided,
that the term “Asset Disposition” shall not include any transaction
permitted by (i) Section 6.04(a), (ii) the first $5,000,000 of Net Cash
Proceeds received in any fiscal year of the Borrower or its Subsidiaries in
the aggregate pursuant to Section 6.04(b), and (iii) Section 6.04(c), (d),
(e), (f), (h) or (i).




     “Credit Documents” means, collectively, this Agreement, the
Notes, the Security Documents, the Guaranties, the Letter of Credit
Documents, any Interest Rate Contract between the Borrower or any Subsidiary
and a Bank or an Affiliate thereof, any Hydrocarbon Hedge Agreement between
the Borrower or any Subsidiary and a Bank or an
Affiliate thereof which is a party to the Intercreditor Agreement, the
Fee Letter, any Cash Management Agreement between the Borrower or any



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 2















 







Subsidiary and a Cash Management Bank which is a party to the Intercreditor
Agreement, and each other agreement, instrument or document executed at any
time in connection with the foregoing documents, as each such Credit
Document may be amended, modified, restated, or supplemented from
time-to-time, provided, however, the definition of Credit
Documents shall not include Hydrocarbon Hedge Agreements, Interest Rate
Contracts or Cash Management Agreements for the purposes of Sections 7.03(c)
and 9.01.




     “EBITDA” means, for the Borrower and its Subsidiaries on a
Consolidated basis for any period, (a) Net Income for such period
plus (b) to the extent deducted in determining Net Income, Interest
Expense, taxes, depreciation, amortization and other noncash items for such
period minus (c) to the extent included in determining Net Income,
all noncash items increasing Net Income for such period plus (d) to
the extent deducted in determining Net Income, Costs of Amendments.
Notwithstanding the foregoing, the purchase price of commodity derivative
instruments, net of all proceeds from the sale of such instruments, may be
amortized over the remaining term of such instruments.




For purposes of calculating the Leverage Ratio and Interest Coverage Ratio,
EBITDA shall be calculated, on a pro forma basis, after giving effect to,
without duplication, any permitted Acquisition occurring during the period
commencing on the first day of such period to and including the date of such
Acquisition (the “Reference Period”), as if such Acquisition
occurred on the first day of the Reference Period. In making the
calculation contemplated by the preceding sentence, EBITDA generated or to
be generated by such acquired Person or by such acquired Property shall be
determined in good faith by the Borrower based on reasonable assumptions and
may take into account pro forma expenses that would have been incurred by
the Borrower and its Subsidiaries in the operation of such acquired Person
or acquired Property, during such period computed on the basis of personnel
expenses for employees retained or to be retained by the Borrower and its
Subsidiaries in the operation of such acquired Person or acquired Property
and non-personnel costs and expenses incurred by the Borrower and its
Subsidiaries in the operation of the Borrower’s and its Subsidiaries’
business at similarly situated facilities of the Borrower or any of its
Subsidiaries; provided, however, that such pro forma
calculations shall be reasonably acceptable to the Administrative Agent if
the Borrower does not provide the Administrative Agent with an Approved
Consultant’s Report supporting such pro forma calculations.




For purposes of calculating the Leverage Ratio and the Interest Coverage
Ratio, EBITDA shall be calculated by deducting, to the extent previously
included in the calculation for any relevant period, EBITDA attributable to
a particular asset subject to an Asset Disposition prepayment required by



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 3














 







Section 2.04(b)(ii) after giving effect to such Asset Disposition occurring
during the period commencing on the first day of such period to and
including the date of such Asset Disposition (the “Asset Disposition
Reference Period”), as if such Asset Disposition occurred on the first
day of the Asset Disposition Reference Period.




Notwithstanding any provision of this Agreement which may otherwise be to
the contrary, if any lease pursuant to the Eunice Lease Documents is treated
under GAAP as a Capital Lease, then, for all computations of EBITDA
hereunder, such lease shall be treated as an operating lease and Net Income,
Interest Expense, taxes, depreciation, amortization and other noncash items,
for all purposes of determining EBITDA under this Agreement for any period,
shall be adjusted as though such lease was accounted for as an operating
lease.




     “Eurodollar Rate” means, for any Interest Period with respect
to a Eurodollar Rate Advance, the rate per annum equal to the British
Bankers Association LIBOR Rate (“BBA LIBOR”), as published by
Reuters (or other commercially available source providing quotations of BBA
LIBOR as designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on
the first day of such Interest Period) with a term equivalent to such
Interest Period. If such rate is not available at such time for any reason,
then the “Eurodollar Rate” for such Interest Period shall be the rate per
annum determined by the Administrative Agent to be the rate at which
deposits in Dollars for delivery on the first day of such Interest Period in
same day funds in the approximate amount of the Eurodollar Rate Advance
being made, continued or converted by Bank of America, N.A. and with a term
equivalent to such Interest Period would be offered by Bank of America’s
London Branch to major banks in the London interbank eurodollar market at
their request at approximately 11:00 a.m. (London time) two Business Days
prior to the commencement of such Interest Period.




Notwithstanding anything to the contrary contained herein, the Eurodollar
Rate shall not be less than 2.75% per annum at any time.




     “Interest Charge Coverage Ratio” means, for the Borrower and
its Subsidiaries on a Consolidated basis, as of the end of any fiscal
quarter, the ratio of (a) EBITDA for the four-fiscal quarter period then
ended to (b) Cash Interest Expenses for the four-fiscal quarter period then
ended.




     “Interest Expense” means, for the Borrower and its Subsidiaries
determined on a Consolidated basis, for any period, the total interest,
letter
of credit fees, and other fees incurred in connection with any Debt for
such period (excluding all Costs of Amendments), whether paid or accrued,



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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including, without limitation, all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers’ acceptance
financing, all as determined in conformity with GAAP. For purposes of
calculating the Interest Charge Coverage Ratio, Interest Expense shall be
calculated by deducting, to the extent previously included in the
calculation for any relevant period, the amount of interest incurred by the
Borrower in connection with (a) Advances that have been prepaid pursuant to
Section 2.04(b)(ii) and (b) the principal amount of Notes that have been
prepaid pursuant to paragraph 4A(ii)(a) of the Note Agreement, in both
instances, during the period commencing on the first day of such period to
and including the date of such prepayment.




     “Leverage Ratio” means, for the Borrower and its Subsidiaries
on a Consolidated basis, as of the end of any fiscal quarter, the ratio of
(a) Funded Debt for the Borrower and its Subsidiaries on a Consolidated
basis as of the end of such fiscal quarter to (b) EBITDA for the four fiscal
quarters then ended, provided, however, the outstanding
principal amount of the PIK Notes and the incurrence of any obligation to
pay the Leverage Fee and the Noteholder Leverage Fee shall not be included
in the definition of Funded Debt for the calculation of the Leverage Ratio.




     “Material Subsidiary” shall mean a Subsidiary of the Borrower
having: either (a) 1% or more of EBITDA for the four fiscal quarter period
ending as of the most recent fiscal quarter for which the Borrower has
delivered Financial Statements pursuant to Section 5.01(c) or (d); or (b) 1%
of the book value of the Consolidated assets of the Borrower and its
Subsidiaries as of the end of the most recent fiscal quarter for which the
Borrower has delivered Financial Statements pursuant to Section 5.01(c) or
(d); provided, however, to the extent that executing a
Guaranty would result in adverse tax consequences with respect to any
non-operating Subsidiary existing prior to the Sixth Amendment Effective
Date (as reasonably determined by the Borrower), such non-operating
Subsidiary shall not be considered a “Material Subsidiary” unless such
non-operating Subsidiary has (i) 5% or more of EBITDA for the four fiscal
quarter period ending as of the most recent fiscal quarter for which the
Borrower has delivered Financial Statements pursuant to Section 5.01(c) or
(d) or (ii) 5% of the book value of the Consolidated assets of the Borrower
and its Subsidiaries as of the end of the most recent fiscal quarter for
which the Borrower has delivered Financial Statements pursuant to Section
5.01(c) or (d).




     “Obligations” shall mean all present and future indebtedness,
liabilities and obligations of any kind and nature whatsoever of the
Borrower or any Subsidiary, including, without limitation, default interest,
interest accruing at the then applicable rate provided in this Agreement
after the maturity of the loans and interest accruing at the then
applicable rate provided in this Agreement after the filing of any petition
in



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 5















 







bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower or any Subsidiary, whether or not a
claim for post-filing or post-petition interest is allowed in such
proceeding), whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, that arise under, out of,
or in connection with, the Credit Agreement or any other Credit Document,
any promissory notes given under the Credit Agreement or any other document
made, delivered or given in connection therewith, whether on account of
principal (including amounts of cash required to be deposited, pursuant to
the Credit Documents, with the Administrative Agent or any Bank on account
of drawn or undrawn letters of credit), interest, premium, fees,
indemnities, costs, expenses or otherwise (including, without limitation,
all fees and disbursements of counsel to the Administrative Agent and the
Banks that are required to be paid by the Debtor Parties pursuant to the
terms of the Credit Documents or this Agreement).




     “Recovery Event” means any settlement of or payment in respect
of any property or casualty insurance claim (excluding any claim in respect
of business interruption) or any condemnation proceeding relating to any
asset of the Borrower or any of its Subsidiaries, in which the subject
property either (a) generates EBITDA greater than or equal to 1% of EBITDA
for the four fiscal quarter period ending as of the most recent fiscal
quarter for which the Borrower has delivered Financial Statements pursuant
to Section 5.01(c) or (d) or (b) has an aggregate book value greater than 1%
of the book value of the consolidated assets of the Borrower and its
Subsidiaries as of the end of the most recent fiscal quarter for which the
Borrower has delivered Financial Statements pursuant to Section 5.01(c) or
(d).




     “Reference Rate” means for any day a fluctuating rate per annum
equal to the highest of the following, in each case, to the extent
determinable by the Administrative Agent: (a) the Federal Funds Rate plus 1/2
of 1%, (b) the Eurodollar Rate with respect to Interest Periods of one month
determined as of approximately 11:00 a.m. (London time) on such day,
provided however, if such Eurodollar Rate is less than 2.75%, such rate
shall be 2.75%, plus 1.00% and (c) the rate of interest in effect for such
day as publicly announced from time to time by Bank of America as its “prime
rate.” The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take
effect at the opening of business on the day specified in the public
announcement of such change.



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 6














 






     “Reinvestment Event” means any Recovery Event in respect of
which a Reinvestment Notice has been delivered.




     “Reinvestment Notice” means a written notice executed by a
Responsible Officer stating that no Event of Default has occurred and is
continuing and that the Borrower (directly or indirectly through a
Subsidiary) intends and expects to use all or a specified portion of the Net
Cash Proceeds of a Recovery Event to acquire assets useful in its business
and/or to repair Property, as applicable.




     (b) Section 1.01 of the Credit Agreement is hereby amended by adding the following new
defined terms to Section 1.01 in alphabetical order:




     “Arkoma Sale” means the transactions contemplated by that
certain Asset Purchase Agreement dated as of February 9, 2009, among
Producers Gas Gathering, JV, Crosstex Arkoma, LLC, and Crosstex Energy
Services, L.P.




     “Capital Assets” means, with respect to any Person, all
equipment, fixed assets and real Property or improvements of such Person, or
replacements or substitutions therefor or additions thereto, that, in
accordance with GAAP, have been or should be reflected as additions to
property, plant or equipment on the balance sheet of such Person.




     “Capital Expenditures” means, with respect to any Person for
any period, any expenditure in respect of the purchase or other acquisition
of any Capital Asset (excluding normal replacements and maintenance which
are properly charged to current operations). For purposes of this
definition, the purchase price (or, if such Capital Asset has already been
purchased, the fair market value) of any Capital Asset that is traded in,
swapped or exchanged for any existing Capital Asset or with insurance
proceeds shall be included in Capital Expenditures only to the extent of the
gross amount by which such purchase price exceeds the credit granted by the
seller of such Capital Asset for the Capital Asset being traded in at such
time or the amount of such insurance proceeds, as the case may be.




     “Cash Interest Expense” means, for the Borrower and its
Subsidiaries determined on a Consolidated basis, for any period, Interest
Expense for such period, less, to the extent included in the calculation of
Interest Expense, the sum of (a) the principal amount of the PIK Notes (to
the extent attributable to interest for such period) and interest on the PIK
Notes, (b) amortization of debt issuance costs, debt discount or premium and
other financing fees and expenses incurred by the Borrower or any of its
Subsidiaries, and (c) the incurrence of any obligation to pay the Leverage
Fee and the Noteholder Leverage Fee.



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 7















 






     “Cash Management Accounts” has the meaning specified in Section
5.20(a).




     “Cash Management Agreement” means any agreement to provide cash
management services, including treasury, depository, overdraft, credit or
debit card, electronic funds transfer and other cash management
arrangements.




     “Cash Management Bank” means any Person that, at the time it
enters into a Cash Management Agreement is a Bank or an Affiliate of a Bank
and is or becomes a party to the Intercreditor Agreement, in its capacity,
as a party to such Cash Management Agreement; provided,
however, that if such Person ceases to be a Bank or an Affiliate of
a Bank, such Person shall no longer be a “Cash Management Bank”.




     “Costs of Amendments” means all upfront, consent, legal,
professional and advisory fees paid by the Borrower (whether or not incurred
by the Borrower) in connection with the negotiation and execution, delivery
and performance of the Borrower’s obligations under (a) each amendment to
this Agreement executed on or prior to the Sixth Amendment Effective Date,
among the Borrower, the Banks party thereto, and the Administrative Agent
and (b) each amendment to the Note Agreement executed on or prior to the
Sixth Amendment Effective Date, among the Borrower, the Guarantors and the
holders of the Note Obligations party thereto.




     “ECF Capital Expenditures” means, for any period, without
duplication, the sum of all expenditures made by the Borrower and its
Subsidiaries during such period for Capital Assets, but excluding (a) any
such expenditures financed with Excess Proceeds and (b) expenditures made
with amounts paid to the Borrower and its Subsidiaries by third parties
aiding in construction for such Capital Assets. For the sake of clarity,
amounts paid to the Borrower and its Subsidiaries by third parties aiding in
construction for Capital Assets that have not been expended in construction
for such Capital Assets shall not be included in the calculation of ECF
Capital Expenditures.




     “Excess Cash Flow” means, for any fiscal year of the Borrower,
the excess (if any) of (a) EBITDA for such fiscal year (without giving
effect to any pro forma adjustments made to EBITDA as a result of
Acquisitions or Asset Dispositions) over (b) the sum (for such fiscal year),
without duplication, of (i) Cash Interest Expense, (ii) scheduled principal
repayments on the Note Obligations and scheduled principal repayments and
amortization of Debt permitted by Section 6.02(f), to the extent actually
made, (iii) all taxes actually paid in cash by the Borrower and its
Subsidiaries during such fiscal year (excluding items included in this
calculation during the prior year as a reserve) or that will be paid within



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 8














 







six months after the end of such fiscal year and for which reserves
have been established, (iv) all prepayments of Debt made by the Borrower
pursuant to Section 2.03 in amounts equal to the corresponding Commitment
reductions in connection with such prepayments, (v) ECF Capital Expenditures
actually made by the Borrower and its Subsidiaries as permitted hereunder,
but excluding any such ECF Capital Expenditures made in such fiscal year
where a certificate in the form contemplated by the following clause, (vi)
was previously delivered, and (vi) ECF Capital Expenditures that the
Borrower or any of its Subsidiaries shall, during such fiscal year, become
obligated to make but that are not made during such fiscal year, provided
that the Borrower shall deliver a certificate to the Administrative Agent
not later than 90 days after the end of such fiscal year, signed by a
Responsible Officer and certifying that such ECF Capital Expenditures were
made during such 90-day period and were not financed with Excess Proceeds.




     “Excess Proceeds” shall mean the Net Cash Proceeds and Equity
Issuance Proceeds (as applicable) that are not required to be applied as
prepayments of (a) Advances under Section 2.04(b)(iii) and (iv) or (b) the
Note Obligations under the Note Agreement.




     “Hydrocarbon Cash Collateral” means the amount of cash and
Permitted Investments pledged and deposited with or delivered to a Person by
the Borrower or any Subsidiary as collateral for obligations of the Borrower
or any Subsidiary under any Hydrocarbon Hedge Agreements.




     “Leverage Fee” has the meaning specified in Section
2.04(b)(vii).




     “Maximum Cash Balance” has the meaning specified in Section
5.20(b).




     “Minimum Quarterly Distributions” shall have the meaning set
forth in Section 1.1 of the Borrower Partnership Agreement.




     “Newly Acquired Real Property Report” has the meaning specified
in Section 5.01(n).




     “Noteholder Leverage Fee means “Leverage Fee” as defined in the
Note Agreement.




     “PIK Notes” means “PIK Notes” as defined in the Note Agreement.




     “Sixth
Amendment Effective Date” means February 27, 2009.



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 9















 






     (c) Section 1.01 of the Credit Agreement is hereby amended by deleting the following
defined terms:




     “Acquisition Adjustment Period”




     “Scheduled Completion Date”




     “Senior Leverage Ratio”




     (d) Section 2.03(c) of the Credit Agreement is hereby added in its entirety to read as
follows:




     (c) The aggregate Commitments shall be permanently reduced on the dates
and in the amounts set forth on the grid below:



	 	 	 	 	 
	Effective Date of	 	Amount of	 
	Permanent Reduction	 	Permanent Reduction	 
	of Commitment	 	of Commitment	 
	March 1, 2009
	 	$	1,764,706	 
	April 1, 2009
	 	$	588,235	 
	June 1, 2009
	 	$	1,764,706	 
	July 1, 2009
	 	$	588,235	 
	September 1, 2009
	 	$	1,764,706	 
	October 1, 2009
	 	$	588,235	 
	December 1, 2009
	 	$	1,764,706	 
	January 1, 2010
	 	$	588,235	 
	March 1, 2010
	 	$	1,764,706	 
	April 1, 2010
	 	$	588,235	 
	June 1, 2010
	 	$	1,764,706	 
	June 18, 2010
	 	$	15,000,000	 
	July 1, 2010
	 	$	588,235	 
	June 18, 2011
	 	$	15,000,000	 
	 
	 	 	 
	Total
	 	$	44,117,646	 
	 
	 	 	 







     (e) Section 2.04(b) of the Credit Agreement is hereby restated in its entirety as
follows:




     (b) Mandatory.




     (i) Reduction of Commitments. On the date of each
reduction of the aggregate Commitments pursuant to Section 2.03 or
if for any reason the outstanding amount of Advances plus the Letter
of Credit Exposure exceeds the aggregate Commitments then in effect,
the Borrower agrees to make a prepayment in respect of the
outstanding amount of the Advances and/or Cash Collateralize the
Letter of Credit Obligations to the extent, if any,



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that the aggregate unpaid principal amount of all Advances plus
the Letter of Credit Exposure exceeds the aggregate Commitments.




     (ii) Asset Disposition. Upon the occurrence of any
Asset Disposition or any Recovery Event (except (A) to the extent
that a Reinvestment Notice shall be delivered in respect of such
Recovery Event or (B) with respect to cash receipts in the ordinary
course of business of the applicable recipient), then on the date of
receipt by the Borrower or the applicable Subsidiary of the Net Cash
Proceeds related thereto, the Advances shall immediately be prepaid
by an amount equal to the amount of such Net Cash Proceeds (except
to the extent such Net Cash Proceeds are otherwise required by the
Note Agreement to be applied to the ratable prepayment of the Note
Obligations); provided, that, notwithstanding the foregoing,
on each Reinvestment Prepayment Date the Advances shall be prepaid
by an amount equal to the Reinvestment Prepayment Amount with
respect to the relevant Reinvestment Event (except to the extent
such Reinvestment Prepayment Amount is otherwise required by the
Note Agreement to be applied to the ratable prepayment of the Note
Obligations). For purposes of calculating the Net Cash Proceeds
received from an Asset Disposition or from a Recovery Event, such
proceeds shall be determined as of the date of the applicable Asset
Disposition or Recovery Event, whether or not received on such date,
but no such amount shall be required to be applied to prepayment of
the Advances pursuant to this Section until received by the
applicable Person. The provisions of this Section do not constitute
consent to the consummation of any Asset Disposition not permitted
by Section 6.04. To the extent that the Borrower or applicable
Subsidiary receives proceeds from any Recovery Event in excess of
$10,000,000, such proceeds shall be maintained by the Collateral
Agent as Cash Collateral for the Obligations and the Noteholder
Obligations (in substantially the manner set forth in Section
2.13(g), with such funds being promptly released to the Borrower as
funds are needed for reinvestment as a result of such Recovery
Event) until a Reinvestment Prepayment Date has occurred.




     (iii) Debt Issuance. If any Debt for borrowed money
shall be issued or incurred by the Borrower or any of its
Subsidiaries (excluding any Debt incurred in accordance with Section
6.02(a), (b), (c), (d), (e), (f), (h), and (j)), then on the date of
such issuance or incurrence, the Advances shall be prepaid by an
amount equal to the amount of the Net Cash Proceeds of such issuance
or incurrence, except to the extent that such Net Cash Proceeds are
otherwise required by the Note Agreement to be applied to the
ratable prepayment of the Note Obligations. The



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provisions of this Section do not constitute consent to the
issuance or incurrence of any Debt by the Borrower or any of its
Subsidiaries not otherwise permitted hereunder.




     (iv) Equity Issuance. If the Borrower or any
Subsidiary issues any Equity Interests, then Equity Issuance
Proceeds received by the Borrower or any of its Subsidiaries shall
be immediately applied to prepay the Advances on the date such
Equity Issuance Proceeds are received provided,
however, the Borrower shall not nor will it permit any
Subsidiary to issue any Equity Interest if a Default shall be
existing immediately after giving effect thereto or would result
therefrom.




     (v) Accrued Interest. Each prepayment under this
Section 2.04(b) shall be accompanied by accrued interest on the
amount prepaid to the date of such prepayment and amounts, if any,
required to be paid pursuant to Section 2.10 as a result of such
prepayment.




     (vi) Permanent Commitment Reduction. At 5:00 pm on the
date any mandatory prepayment under Section 2.04(b)(ii) (as a result
of an Asset Disposition), 2.04(b)(iii), 2.04(b)(iv) or 2.04(b)(viii)
becomes due and owing, the aggregate Commitments shall be
automatically and permanently reduced by the applicable amount set
forth in the grid below. Notwithstanding anything to the contrary
contained herein, no reductions in the aggregate Commitments shall
affect the availability or maximum amount of Letters of Credit in
Section 2.13.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Asset Dispositions and	 	 	 	 
	 	 	Excess Cash Flow	 	Debt	 	Equity
	Leverage Ratio
(giving pro forma
effect to such
transaction and the
use of proceeds
thereof for each
proportional level
of Leverage Ratio)

	 	Permanent Commitment
reduction equals
product of (x) amount
of Advances required
to be prepaid under
Section 2.04(b)(ii)
and (viii) (as
applicable) and (y)
the applicable
percentage set forth
below
	 	Permanent
Commitment
reduction equals
(x) product of the
applicable
percentage set
forth below and the
Net Cash Proceeds
of the Debt
issuance minus (y)
amount of Note
Obligations prepaid
under paragraph
4A(ii)(c) of the
Note Agreement
	 	Permanent
Commitment
reduction equals
(x) product of the
applicable
percentage set
forth below and the
amount of Advances
required to be
prepaid under
Section 2.04(b)(iv)
minus (y) amount of
Note Obligations
prepaid under
paragraph 4A(ii)(d)
of the Note
Agreement

	≥4.50

	 	 	100	%	 	 	100	%	 	 	50	%
	≥3.50 and < 4.50

	 	 	100	%	 	 	50	%	 	 	25	%
	< 3.50

	 	 	100	%	 	 	0	%	 	 	0	%







     (vii) Leverage Fee. The Borrower shall either make
prepayments under this Agreement resulting in corresponding



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 12














 







Commitment reductions in accordance with Section 2.03(a) or
2.04(b)(vi) (other than as a result of Section 2.04(b)(viii)), as
applicable, and the Note Obligations under the Note Agreement (not
including any Yield-Maintenance Amounts as defined therein) in at
least the cumulative amounts and on or before the dates set forth on
the grid below or incur a leverage fee equal to the product of
aggregate Commitments in effect on the date set forth on the grid
below and the applicable percentage set forth on the grid below
(collectively, the “Leverage Fee”). In the event that any
voluntary prepayment is made pursuant to Section 2.04(a) in
satisfaction of this Section 2.04(b)(vii), then the Borrower shall
also permanently reduce the aggregate Commitments under Section
2.03(a) in an amount equal to such voluntary prepayment.
Notwithstanding anything to the contrary contained herein, payments
made and corresponding Commitment reductions related thereto under
Section 2.03(c) and 2.04(b)(viii) or the payment of scheduled
amortization of the Note Obligations shall not be included to
determine Borrower’s compliance with this Section 2.04(b)(vii).
Such Leverage Fee shall be fully earned on the date indicated but
shall be due and payable on the earlier of (a) Termination Date or
(b) the Obligations are refinanced, whether by amendment and
restatement or otherwise.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Leverage Fee Payable
	 	 	Cumulative Prepayments	 	Under this Agreement
	 	 	Under this Agreement and	 	(based on the aggregate
	Period Ending	 	Note Agreement	 	Commitments)
	September 30, 2009
	 	$	100,000,000	 	 	 	1.00	%
	December 31, 2009
	 	$	200,000,000	 	 	 	1.00	%
	March 31, 2010
	 	$	300,000,000	 	 	 	2.00	%







     To the extent that a consent from the Banks is necessary in
order to permit a certain Asset Disposition for which the Net Cash
Proceeds are to be included in the calculation of cumulative
prepayments required hereunder, the Banks shall not charge a fee
provided, however, such agreement not to charge a
consent fee shall be limited to specific consents for which the sole
purpose is to permit such Asset Disposition.




     (viii) Excess Cash Flow. Within 90 days after the end
of each of the fiscal years of the Borrower ending on December 31,
2009 and December 31, 2010, the Borrower shall prepay an amount
initially equal to (A) if the Leverage Ratio is greater than or
equal to 4.50 to 1.00, 75% of the Excess Cash Flow at such fiscal
year end or (B) if the Leverage Ratio is less than 4.50 to 1.00, 50%
of the Excess Cash Flow at such fiscal year end.




SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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Each such prepayment shall be applied first to the
Advances (except to the extent that such amount of Excess Cash Flow
are otherwise required by the Note Agreement to be applied to the
ratable prepayment of the Note Obligations) and second to
Cash Collateralize all outstanding Letters of Credit. Any amount
remaining after the prepayment of the Advances, the Note
Obligations, and to Cash Collateralize Letters of Credit in
accordance with the terms herein and the Note Agreement may be
retained by the Borrower for use in the ordinary course of its
business. Upon the drawing of any Letter of Credit that has been
Cash Collateralized, the funds held as Cash Collateral shall be
applied (without any further action by or notice to or from the
Borrower or any Subsidiary) to reimburse the Issuing Bank or the
Banks, as applicable.




     (f) Section 2.08(e) is hereby added to the Credit Agreement to read in its entirety as
follows:




     (e) If, as a result of any restatement of or other adjustment to the
financial statements of the Borrower, the Borrower or the Majority Banks
determine in good faith that (i) the Leverage Ratio as calculated by the
Borrower as of any applicable date was inaccurate and (ii) a proper
calculation of the Leverage Ratio would have resulted in higher pricing for
such period, the Borrower shall immediately and retroactively be obligated
to pay to the Administrative Agent for the account of the applicable Banks,
promptly on demand by the Administrative Agent (or, after the occurrence of
an actual or deemed entry of an order for relief with respect to the
Borrower under the Bankruptcy Code of the United States, automatically and
without further action by the Administrative Agent or any Bank), an amount
equal to the excess of the amount of interest and fees that should have been
paid for such period over the amount of interest and fees actually paid for
such period. This paragraph shall not limit the rights of the
Administrative Agent or any Bank under any other provision of this
Agreement. The Borrower’s obligations under this paragraph shall survive
the termination of the aggregate Commitments and the repayment of all other
Obligations hereunder.




     (g) Section 2.13(a)(ii)(A) of the Credit Agreement is hereby restated in its entirety
as follows:




     (A) unless such issuance, increase, or extension would not cause the
Letter of Credit Exposure to exceed the lesser of (i) $300,000,000 minus the
aggregate amount of all then existing Hydrocarbon Cash Collateral and (ii)
the aggregate Commitments less the aggregate outstanding principal amount of
all Advances;




     (h) Section 2.15 of the Credit Agreement is hereby deleted in its entirety.



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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     (i) The penultimate sentence in Section 4.05 of the Credit Agreement is hereby restated
in its entirety as follows:




     Since September 30, 2008, no Material Adverse Effect has occurred.




     (j) Section 3.02(a) of the Credit Agreement is hereby amended to delete the “and” at
the end thereof.




     (k) Section 3.02(b) of the Credit Agreement is hereby amended to delete the “.” at the
end thereof and replace it with “; and”.




     (l) Section 3.02(c) of the Credit Agreement is hereby added to read in its entirety as
follows:




     (c) after giving effect to the receipt of the proceeds of the requested
Borrowing and the anticipated cash receipts and cash uses of the Borrower
and its Subsidiaries on the date of the applicable Borrowing and the next
Business Day, the aggregate balances in the Cash Management Accounts on such
next Business Day shall not be in excess of $25,000,000.




     (m) The introductory language of Section 5.01 of the Credit Agreement is hereby
restated in its entirety as follows:




     Section 5.01. Reporting Requirements. The Borrower will
furnish to the Administrative Agent:




     (n) Section 5.01(b) of the Credit Agreement is hereby restated in its entirety as
follows:




     (b) Monthly Financials. As soon as available and in any event
within 35 days after the end of each month of each calendar year, commencing
with the month ending February 28, 2009, an unaudited Consolidated balance
sheet of the Borrower and its Subsidiaries as of the end of such month and
unaudited Consolidated statements of operations, changes in partners’
capital and cash flows of the Borrower and its Subsidiaries for the period
commencing at the end of the preceding fiscal year and ending with the end
of such month, setting forth in each case in comparative form the
corresponding figures for the corresponding period of the preceding fiscal
year and the actual to budgeted performance, all in reasonable detail and
duly certified (subject to normal year-end audit adjustments and the absence
of footnotes) by the chief financial officer, chief accounting officer or
Vice President — Finance of the Ultimate General Partner as having been
prepared in accordance with GAAP, together with a certificate of said
officer stating that no Default has
occurred and is continuing or, if a Default has occurred and is
continuing, a statement as to the nature thereof and the action that the
Borrower proposes to take with respect thereto.



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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     (o) Section 5.01(l) of the Credit Agreement is hereby amended to delete the “and” at
the end thereof.




     (p) Section 5.01(m) of the Credit Agreement is hereby amended to delete the “.” at the
end thereof and replace it with “;”.




     (q) Section 5.01(n) of the Credit Agreement is hereby added to read in its entirety as
follows:




     (n) Interests in Real Property. As soon as available, but in
any event within 60 days after the end of each fiscal quarter of each fiscal
year of the Borrower, commencing with the fiscal quarter ending March 31,
2009, a summary of substantially all new real property interests (including
owned and leased properties, easements and other property interests)
acquired and recorded by the Borrower or any Subsidiary (“Newly Acquired
Real Property Report”) during the preceding fiscal quarter;




     (r) Section 5.01(o) of the Credit Agreement is hereby added to read in its entirety as
follows:




     (o) Capital Expenditures. As soon as available, but in any
event within 45 days after the end of each fiscal quarter of each fiscal
year of the Borrower, commencing with the fiscal quarter ending March 31,
2009, a report detailing Capital Expenditures (i) actually made during such
fiscal year of the Borrower compared to the budgeted amount therefor and
(ii) projected for the remainder of such fiscal year;




     (s) Section 5.01(p) of the Credit Agreement is hereby added to read in its entirety as
follows:




     (p) Annual Budget. As soon as available, but in any event
within 60 days after the end of each fiscal year of the Borrower, an annual
business plan and budget of the Borrower and its Subsidiaries on a
Consolidated basis, prepared on a basis consistent with past practices,
including forecasts prepared by management of the Borrower, in form
reasonably satisfactory to the Administrative Agent;




     (t) Section 5.01(q) of the Credit Agreement is hereby added to read in its entirety as
follows:




     (q) 13 Week Cash Flow Budget and Monthly Operating Report. As
soon as available, but in any event within 35 days after the end of each
calendar month, (i) a rolling 13-week cash flow budget in form mutually
satisfactory to the Administrative Agent and the Borrower,
including forecasts of receipts and disbursements prepared by
management of the Borrower and a comparison of actual to budgeted
performance and (ii) a report of key operating metrics in form mutually
satisfactory to the Administrative Agent and the Borrower; and



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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     (u) Section 5.01(r) of the Credit Agreement is hereby added to read in its entirety as
follows:




     (r) Post-Closing Report. Within 90 days after the Sixth Amendment
Effective Date, a report on the progress of completing the post-closing requirements
set forth in Section 5.21.




     (v) Section 5.01 of the Credit Agreement is hereby amended by deleting the last
paragraph thereof in its entirety.




     (w) Section 5.13 of the Credit Agreement is hereby restated in its entirety as follows:




     Section 5.13. Use of Proceeds. The proceeds of Advances will
be used by the Borrower (a) to refinance existing Debt to the extent not
prohibited hereunder, (b) for Capital Expenditures to the extent permitted
by Section 6.12, (c) for working capital, including the issuance of Letters
of Credit, (d) to fund Minimum Quarterly Distributions and Quarterly
Distributions to the extent permitted by Section 6.06, (e) to pay fees,
costs and expenses owed pursuant to this Agreement, (f) as Hydrocarbon Cash
Collateral; provided, however, Hydrocarbon Cash Collateral
shall not (i) be provided to any Person other than to secure or support
trading on the New York Mercantile Exchange and (ii) exceed $50,000,000 at
any time outstanding and (g) for other general partnership purposes. The
Borrower is not engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock (within the meaning of Regulation U).
No proceeds of the Borrowings will be used to purchase or carry any margin
stock in violation of Regulations T, U or X.




     (x) Section 5.17 of the Credit Agreement is hereby added in its entirety to read as
follows as follows:




     Section 5.17. Newly Acquired Real Property. Within 90 days (or
such longer period as permitted by the Collateral Agent in its sole
discretion) after each Newly Acquired Real Property Report is due but in any
event within 180 days after each Newly Acquired Real Property Report is due,
the Collateral Agent shall have received deeds of trust, trust deeds, deeds
to secure debt, mortgages, leasehold mortgages and leasehold deeds of trust,
in form reasonably satisfactory to the Collateral Agent and its counsel,
covering all real property interests owned by the Borrower and each
Guarantor as reflected on the Newly Acquired Real Property Report (other
than any such real property that the Collateral Agent and Majority
Banks determine a perfected Lien is unnecessary due to the cost in
relation to the benefit; provided, however, that such
determination by the Majority Bank(s) shall not be required so long as the
aggregate amount of the cost of all real property with respect to which the
Collateral Agent has



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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determined under this Section 5.17 a lien is
unnecessary does not exceed $5,000,000), duly executed by the Borrower or
such Subsidiary.




     (y) Section 5.18 of the Credit Agreement is hereby added in its entirety to read as
follows:




     Section 5.18. Quarterly Update Calls. The Borrower shall have
a periodic update call with the Administrative Agent and the Banks within 45
days after the last Business Day of each fiscal quarter of the Borrower (or
at another time reasonably requested by the Administrative Agent) to discuss
matters reasonably requested by the Administrative Agent and the Banks
including but not limited to progress updates on the Borrower’s strategic
alternatives.




     (z) Section 5.20 of the Credit Agreement is hereby added in its entirety to read as
follows:




     Section 5.20. Deposit Accounts, Disbursement Accounts and Other
Cash Management Accounts. (a) The Borrower shall and cause its
Subsidiaries to maintain its deposit accounts, disbursement accounts and
other cash management accounts (collectively, the “Cash Management
Accounts”) with a Bank or an Affiliate of a Bank, provided,
however, to the extent that a Cash Management Account is with a Bank
or an Affiliate of a Bank that ceases to be a party to the Credit Documents,
the Borrower shall cause such account to be transferred to another Bank or
closed within 30 days.




     (b) The Borrower and its Subsidiaries shall not maintain cash balances
for longer than 5 consecutive Business Days in excess of $25,000,000 in the
aggregate in their Cash Management Accounts (the “Maximum Cash
Balance”). Any amounts in excess of the Maximum Cash Balance after 5
consecutive Business Days shall be immediately paid by the Borrower to the
Advances (without a corresponding Commitment reduction).




     (aa) Section 5.21 of the Credit Agreement is hereby added in its entirety to read as
follows:




     Section 5.21. Post-Closing Covenants for Sixth Amendment.




     (a) Within 90 days (or such longer period as permitted by the
Collateral Agent in its sole discretion) after the Sixth Amendment Effective
Date, but in any event within 180 days after the Sixth
Amendment Effective Date, the Borrower shall deliver to the Collateral
Agent the following:




     (i) deeds of trust, trust deeds, deeds to secure debt, mortgages,
leasehold mortgages and leasehold deeds of trust, in form reasonably



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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satisfactory to the Collateral Agent and its counsel, and covering all
unencumbered property interests held by the Borrower and each Guarantor as
reflected on the Perfection Certificate (other than any such real property
that the Collateral Agent and Majority Banks determine a perfected Lien is
unnecessary due to the cost in relation to the benefit; provided,
however, that such determination by the Majority Bank(s) shall not
be required so long as the aggregate amount of the cost of all real property
with respect to which the Collateral Agent has determined under this
Section 5.21(a)(i) a lien is unnecessary does not exceed
$10,000,000), duly executed by the Borrower or such Guarantor;




     (ii) account control agreements in form reasonably satisfactory to the
Collateral Agent and duly executed by the appropriate parties with respect
to each deposit account and each securities account of the Borrower and each
Subsidiary that is not already the subject to an account control agreement
in favor of the Collateral Agent; and




     (iii) evidence that all insurance required to be maintained pursuant to
the Credit Documents has been obtained and is in effect, together with the
certificates of insurance, naming the Collateral Agent, on behalf of the
Banks, as an additional insured or loss payee, as the case may be, under all
insurance policies maintained with respect to the assets and properties of
the Borrower and its Subsidiaries that constitute Collateral.




     (b) Within 45 days after the Sixth Amendment Effective Date, the
Borrower shall deliver to the Collateral Agent, a complete and duly executed
updated Perfection Certificate in form and substance reasonably satisfactory
to counsel to the Administrative Agent.




     (bb) Sections 6.01 through 6.04 of the Credit Agreement are hereby restated in their
entirety as follows:




     Section 6.01. Liens, Etc. The Borrower will not create, incur,
assume or suffer to exist, or permit any Subsidiary to create, incur, assume
or suffer to exist, any Lien, or enter into any agreement with any other
Person not to create any Lien, on or with respect to any of its properties
of any character (including accounts receivable) whether now owned or
hereafter acquired, or sign or file, or permit any Subsidiary to sign or
file, under the Uniform Commercial Code of any jurisdiction, a financing
statement that names the Borrower or any Subsidiary as debtor (except in
connection with true leases), or sign, or permit any Subsidiary to sign, any
security agreement authorizing any secured party thereunder to file such a
financing statement (except in connection with true leases), excluding,
however, from the operation of the foregoing restrictions the following:




     (a) Liens created by the Security Documents;



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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     (b) Permitted Liens;




     (c) Liens securing obligations of such Person as lessee under Capital
Leases permitted by Section 6.02(f);




     (d) purchase-money Liens on property acquired or held by the Borrower
or any Subsidiary in the ordinary course of business, to secure the purchase
price of such property or to secure Debt incurred solely for the purpose of
financing the acquisition of such property to be subject to such Liens, or
Liens existing on any such property at the time of acquisition thereof (or
at the time the Borrower acquires the Subsidiary owning such property), or
renewals or refinancings of any of the foregoing Liens for the same or a
lesser amount; provided, however, that (i) no such Lien may
extend to or cover any property other than the property being acquired and
improvements and accessions thereto and proceeds thereof, (ii) no such
renewal or refinancing may extend to or cover any property not previously
subject to the Lien being renewed or refinanced, (iii) the Debt secured
thereby does not exceed the cost or fair market value, whichever is lower,
of the property being acquired on the date of acquisition and (iv) the
aggregate principal amount of Debt at any time outstanding secured by such
Liens may not exceed the amount permitted by paragraph 6.02(f);




     (e) the negative pledge contained in the Note Agreement and the
negative pledge contained in any agreement, instrument or document executed
at any time in connection with Debt permitted by Section 6.02(k);
provided, however that any such negative pledge in
connection with Debt permitted by Section 6.02(k) shall not place any
restriction on the creation or existence of any Lien now or hereafter
securing the Obligations or, as a result of the creation or existence of any
Lien securing the Obligations, cause or require the creation of any Lien
securing such Debt;




     (f) options, put and call arrangements, rights of first refusal, setoff
rights and customary limitations and restrictions constituting negative
pledges contained in, and limited to, specific leases, licenses,
conveyances, partnership agreements and co owners’ agreements, and similar
conveyances and agreements to the extent that any such Lien referred to in
this clause does not materially impair the use of the Property covered by
such Lien for the purposes for which such Property is held or materially
impair the value of such Property subject thereto;




     (g) Liens incurred in the ordinary course of business of the Borrower
or any Subsidiary with respect to obligations (other than Debt for borrowed
money) that do not exceed $10,000,000 at any one time outstanding;



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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     (h) licenses or leases or subleases as licensor, lessor or sublessor of
any of its Property, including intellectual property, in the ordinary course
of business;




     (i) Liens represented by the escrow of cash or Permitted Investments
securing the obligations of the Borrower or any Subsidiary under any
agreement to acquire, or pursuant to which it acquired, any Property, which
Liens secure the obligations of the Borrower or such Subsidiary to the
seller of such Property, provided that such acquisition is permitted
pursuant to the terms of this Agreement;




     (j) any Lien permitted by any Mortgage;




     (k) Liens on assets pursuant to merger agreements, stock or asset
purchase agreements and similar agreements in respect of the disposition of
such assets, provided that such merger agreement, stock or asset purchase
agreement or similar agreement in respect of the disposition of such asset
is permitted pursuant to the terms of this Agreement;




     (l) the negative pledge contained in the Promissory Note of Crosstex
Louisiana Energy, L.P. dated April 2, 2004, payable to the order of
Borrower; and




     (m) Liens on any Hydrocarbon Cash Collateral permitted under Section
5.13(f).




     Section 6.02. Debt. The Borrower will not create, incur,
assume or suffer to exist, or permit any Subsidiary to create, incur, assume
or suffer to exist, any Debt other than the following:




     (a) Debt under the Credit Documents;




     (b) Debt existing on the date of this Agreement and described in
Schedule 6.02, including renewals and refinancings of such Debt, so long as
the principal amount thereof is not increased (other than to pay any
associated premiums, fees and expenses);




     (c) Debt under one or more Interest Rate Contract or Hydrocarbon Hedge
Agreement (provided that the parties to this Agreement hereby agree that the
obligations of the Borrower to the Banks in respect of any Interest Rate
Contract or Hydrocarbon Hedge Agreement are secured by the Security
Documents, but only, with respect to each such Bank, if and so long as such
Bank remains a Bank);




     (d) Debt in respect of endorsement of negotiable instruments in the
ordinary course of business;



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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     (e) Debt between the Borrower and any Subsidiary or between
Subsidiaries, provided that (i) such Debt is noted on the books and records
of the Borrower and its Subsidiaries and (ii) in the case of any Debt owed
by the Borrower to any Subsidiary that is not a Guarantor, such Debt is
subordinated to the Obligations of the Borrower under the Credit Documents
on terms and conditions, and pursuant to documentation, in form and
substance satisfactory to the Administrative Agent in its sole reasonable
discretion;




     (f) Debt in respect of Capital Leases and Debt secured by Liens
permitted by Section 6.01(d) not exceeding $70,000,000 in aggregate amount
equivalent to principal at any time outstanding;




     (g) [Intentionally Omitted];




     (h) if any lease pursuant to the Eunice Lease Documents is treated
under GAAP as a Capital Lease, then, any such Debt which may be attributable
to the Eunice Lease Documents;




     (i) unsecured Debt in addition to Debt otherwise permitted herein, not
exceeding $30,000,000 in aggregate principal amount at any time outstanding,
provided that if such Debt is issued or incurred on or after the Sixth
Amendment Effective Date, such Debt has been issued or incurred by the
Borrower or a Subsidiary that is a Guarantor;




     (j) Debt under the Note Agreement in an aggregate principal amount not
to exceed $480,000,000 (not including the amount of any PIK Notes) as such
amount shall be reduced by the scheduled amortization repayments of
principal; and




     (k) unsecured Funded Debt of the Borrower and/or a Finance Entity
and/or any unsecured guaranty by the Borrower or any Guarantor of such
Funded Debt of the Borrower or any Affiliate of the Borrower; provided that
(i) the Borrower is in compliance with Section 6.14 immediately after giving
effect to the incurrence of any such Funded Debt or guaranty determined
based upon the outstanding amount of Funded Debt of the Borrower and its
Subsidiaries on a Consolidated basis immediately after giving effect to such
incurrence, EBITDA for the four fiscal quarters most recently ended on or
before the date of such incurrence and the maximum Leverage Ratio allowed as
of the end of the fiscal quarter most recently ended on or prior to the date
of such incurrence (and in the case of any guaranty of Funded Debt of the
Borrower or any other Affiliate of the Borrower, the aggregate amount of
such Funded Debt so guaranteed shall be “Funded Debt” of the Borrower
for purposes of calculating the Leverage Ratio), (ii) such Funded Debt
does not impose any financial or other “maintenance” covenants on the
Borrower or any of the Subsidiaries that are more onerous than the



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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covenants set forth in this Agreement, (iii) such Funded Debt shall not require any
scheduled payment on account of principal (whether by redemption, purchase,
retirement, defeasance, set-off or otherwise) prior to the Termination Date
and (iv) such Funded Debt shall contain terms and conditions that are
customary for such transactions.




     Section 6.03. Mergers, Acquisitions, Etc. The Borrower will
not merge or consolidate with or into, or sell, lease, transfer or otherwise
dispose of (whether in one transaction or in a series of transactions) all
or substantially all of its Property (whether now owned or hereafter
acquired) to, or enter into any Acquisition, or permit any Subsidiary to do
any of the foregoing, except for the following:




     (a) so long as no Default has occurred and is continuing or would be
caused thereby, the Borrower or any Subsidiary may make any Acquisition
whereby the sole cash compensation paid by the Borrower or any Subsidiary
for such Acquisition is made from Excess Proceeds; provided,
however, that any such Acquisition shall be permitted only if, (i)
before the effectiveness of such Acquisition and to the extent required by
the Majority Banks, the Borrower delivers to the Collateral Agent (A)
guaranties, mortgages, deeds of trust, security agreements, releases, UCC
financing statements and UCC terminations, duly executed by the parties
thereto, in form and substance satisfactory to the Collateral Agent and
accompanied by UCC searches, title investigations and legal opinions (except
with respect to priority) demonstrating that, upon the effectiveness of such
Acquisition and the recording and filing of any necessary documentation, the
Collateral Agent will have an Acceptable Security Interest on the Property
to be acquired and (B) evidence of company authority to enter into and
environmental assessments with respect to such Acquisition; (ii) the
Borrower or such Guarantor is the acquiring or surviving entity; (iii) no
Default or Event of Default exists and the Acquisition would not reasonably
be expected to cause a Default or Event of Default; (iv) after giving effect
to such Acquisition on a pro forma basis, the Borrower would have been in
compliance with all of the covenants contained in this Agreement, including,
without limitation, Sections 6.13 and 6.14 as of the end of the most recent
fiscal quarter, (v) the acquisition target is in the same or similar line of
business as Borrower and its Subsidiaries, and (vi) the terms of Section
6.10 are satisfied;




     (b) so long as no Default has occurred and is continuing or would be
caused thereby, any Subsidiary may sell or otherwise transfer all of its
Property to, or merge into or consolidate with, any other Subsidiary or the
Borrower; provided, however, that any such disposition,
merger or consolidation shall be permitted only if, before the effectiveness
of such
disposition, merger or consolidation and to the extent reasonably
required



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 23



 









 







by the Administrative Agent, the Borrower delivers to the
Collateral Agent documents of the type described in the proviso to clause
(a) above;




     (c) so long as no Default has occurred and is continuing or would be
caused thereby, any Subsidiary of the Borrower may sell or otherwise
transfer all of its Property to, or merge into or consolidate with, any
other Person so long as such transaction is not prohibited by Section 6.04;




     (d) any Subsidiary of the Borrower may dissolve so long as all of its
Property is distributed to the Borrower or a Subsidiary; provided that if
such dissolving Subsidiary is a Guarantor, all of its Property shall be
distributed to the Borrower or another Guarantor;




     (e) the Borrower and its Subsidiaries may acquire Property in the
ordinary course of business;




     (f) the El Paso Acquisition; and




     (g) so long as no Default has occurred and is continuing or would be
caused thereby, the Borrower may merge with or consolidate with any other
Person, provided, however, that such merger or consolidation
shall be permitted only if, (i) the Borrower is the surviving entity of such
merger or consolidation, (ii) no Change of Control results therefrom, (iii)
immediately after giving effect to such merger or consolidation, the
Leverage Ratio and the Interest Charge Coverage Ratio shall not be
negatively impacted, (iv) the Collateral Agent will have an Acceptable
Security Interest in all of the Collateral and each Guarantor will remain a
Guarantor of the Obligations (unless such Guarantor is dissolved or merged
into another Guarantor in connection with such transaction as otherwise
permitted by this Section 6.03), and (v) the result of such merger taken as
a whole will not be materially adverse to the interests of the Banks;
provided, however, if as a result of such transaction the Borrower’s entity
type (e.g., corporation, partnership, limited liability company or other) or
tax nature changes (A) the Borrower shall deliver to the Banks such opinions
of counsel and corporation, limited liability company or partnership
documents in connection therewith as the Majority Bank(s) may reasonably
request and (B) the Borrower and the Banks agree that this Agreement will be
amended in a manner reasonably satisfactory to the Majority Banks(s) (x) to
make appropriate changes to reflect any changes to the entity type and/or
tax nature of the Borrower while preserving the substance and terms of this
Agreement and (y) without the payment of a consent fee or other fee with
respect solely to the amendments to this Agreement specified in clause (x).




     Section 6.04. Sales, Etc. of Property. The Borrower will not
sell, lease, transfer or otherwise dispose of, or permit any Subsidiary to
sell,



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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lease, transfer or otherwise dispose of, any of its Property, except
for the following:




     (a) sales of inventory in the ordinary course of business;




     (b) sales, leases, transfers and other dispositions in the ordinary
course of business of worn out or other Property that is no longer useful in
the conduct of the business of the Borrower or any Subsidiary;




     (c) liquidations or other dispositions of cash and Permitted
Investments;




     (d) so long as no Default has occurred and is continuing or would be
caused thereby, sales and other transfers of Property from the Borrower or
any Subsidiary to the Borrower or to any other Subsidiary; provided,
however, that any such sale or other transfer of real property or
equity interests shall be permitted only if, before the effectiveness of
such sale or other transfer and to the extent required by the Majority
Banks, the Borrower delivers to the Collateral Agent documents of the type
described in the proviso to Section 6.03(a);




     (e) sales of Property resulting from the condemnation thereof;




     (f) sales or discounts of overdue accounts receivable in the ordinary
course of business, in connection with the compromise or collection thereof;




     (g) so long as no Default has occurred and is continuing or would be
caused thereby, sales, leases, transfers and other dispositions of Property
for consideration not exceeding $10,000,000 in the aggregate in any fiscal
year of the Borrower (such amount not to include the proceeds of the Arkoma
Sale, any sale, lease, or transfer permitted in clause (h) herein after the
Sixth Amendment Effective Date, or other disposition permitted by any of the
other provisions of this Section 6.04), provided that the Net Cash Proceeds
thereof are used to prepay the Advances to the extent required by Section
2.04(b);




     (h) sales or transfers of new equipment by the Borrower or any
Subsidiary in the ordinary course of business consistent with historical
practice to any Person whereby the Borrower or any Subsidiary shall then or
thereafter rent or lease as lessee such new equipment or any part thereof to
use for substantially the same purpose or purposes as such new equipment
sold or transferred; and




     (i) relatively contemporaneous like-kind exchanges in the ordinary
course of business and consistent with historical practice not to exceed
$10,000,000 in the aggregate in any fiscal year.



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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     (cc) Section 6.06 of the Credit Agreement is hereby restated in its entirety as
follows:




     Section 6.06. Distributions, Etc. The Borrower will not pay
any management fee or similar fee of any sort to any Affiliate thereof or to
any other Person, declare or pay any dividends or distributions, purchase,
redeem, retire, defease or otherwise acquire for value any of its equity
interests or any warrants, rights or options to acquire such equity
interests, now or hereafter outstanding, return any capital to its
equity-holders as such, or make any distribution of Property, equity
interests, warrants, rights, options, obligations or securities to its
equity-holders as such, or permit any Subsidiary to purchase, redeem,
retire, defease or otherwise acquire for value any equity interests in the
Borrower or any warrants, rights or options to acquire such equity interests
or to pay any such fee, except for the following:




     (a) the Borrower and any Subsidiary may pay any management fee or
similar fee of any sort to any Affiliate of the Borrower or its Subsidiaries
pursuant to the Borrower Partnership Agreement, the CESL Partnership
Agreement or the Omnibus Agreement;




     (b) provided that no PIK Notes are outstanding and no Default has
occurred and is continuing or would be caused thereby (i) so long as the
Leverage Ratio is less than 4.25:1.00 but greater than or equal to 4.00:1.00
(after giving pro forma effect to such Minimum Quarterly Distributions
described hereunder), the Borrower may declare and pay Minimum Quarterly
Distributions and (ii) so long as the Leverage Ratio is less than 4.00:1.00
(after giving pro forma effect to such Quarterly Distributions described
hereunder), the Borrower may declare and pay Quarterly Distributions;




     (c) the Borrower may pay Minimum Quarterly Distributions and Quarterly
Distributions within 60 days after the date of declaration thereof if, at
the date of declaration, such payment would comply with clause (b) of this
Section 6.06;




     (d) the Borrower and its Subsidiaries may declare and pay dividends and
other distributions payable solely in Equity Interests; and




     (e) any Subsidiary may pay dividends, or make other distributions, to
the Borrower or to any wholly-owned Subsidiary of the Borrower.




     (dd) Section 6.12 of the Credit Agreement is hereby restated in its entirety as
follows:




     Section 6.12. Capital Expenditures. The Borrower will not, or
permit any Subsidiary to, make or become legally obligated to make any




SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 26



 











 






Capital Expenditure, except for Capital Expenditures in the ordinary
course of business not exceeding, in the aggregate for the Borrower and its
Subsidiaries during each fiscal year set forth below, the amount set forth
opposite such fiscal year;



	 	 	 
	Fiscal Year	 	Amount
	 
	2009
	 	$120,000,000
	2010
	 	$75,000,000







provided, however; that (i) any amounts of permitted Capital
Expenditures not made during any fiscal year may be carried forward and
expended during the subsequent fiscal year, (ii) Capital Expenditures in the
amount of $18,400,000 that, in accordance with GAAP, have been accrued by
the Borrower on its financial statements for the fiscal year ended December
31, 2008 but made in 2009 shall be excluded when calculating the Capital
Expenditures made in 2009, and (iii) the limitation on Capital Expenditures
set forth above for fiscal year 2010 shall not apply after the Leverage
Ratio as of the end of each fiscal quarter for four consecutive four fiscal
quarters for the Borrower and its Subsidiaries on a Consolidated basis is
less than 4.25 to 1.00. Notwithstanding anything to the contrary contained
herein, Capital Expenditures made with Excess Proceeds shall be excluded
from the calculation of aggregate Capital Expenditures permitted hereunder
for any fiscal year.




     (ee) Section 6.13 of the Credit Agreement is hereby restated in its entirety as
follows:




     Section 6.13. Interest Charge Coverage Ratio. The Borrower
shall not, as of the end of any fiscal quarter, permit the Interest Charge
Coverage Ratio for the Borrower and its Subsidiaries on a Consolidated basis
to be less than the ratio set forth below opposite such period:



	 	 	 
	 	 	Minimum Interest
	Period Ending	 	Charge Coverage Ratio
	March 31, 2009

	 	1.75 to 1.00
	June 30, 2009

	 	1.50 to 1.00
	September 30, 2009

	 	1.30 to 1.00
	December 31, 2009

	 	1.15 to 1.00
	March 31, 2010

	 	1.25 to 1.00
	June 30, 2010

	 	1.50 to 1.00
	September 30, 2010 and December 31, 2010

	 	1.75 to 1.00
	March 31, 2011 and thereafter

	 	2.50 to 1.00







     (ff) Section 6.14 of the Credit Agreement is hereby restated in its entirety as
follows:




     Section 6.14. Leverage Ratio. The Borrower shall not, as of
the end of any fiscal quarter, permit the Leverage Ratio for the Borrower
and



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 27




 









 









its Subsidiaries on a Consolidated basis to be greater than the ratio
set forth below opposite such period:



	 	 	 
	Period Ending	 	Maximum Leverage Ratio
	March 31, 2009

	 	7.25 to 1.00
	June 30, 2009 and September 30, 2009

	 	8.25 to 1.00
	December 31, 2009

	 	8.50 to 1.00
	March 31, 2010

	 	8.00 to 1.00
	June 30, 2010

	 	6.65 to 1.00
	September 30, 2010

	 	5.25 to 1.00
	December 31, 2010

	 	5.00 to 1.00
	March 31, 2011 and thereafter

	 	4.50 to 1.00







     (gg) Section 6.17 of the Credit Agreement is hereby restated in its entirety as
follows:




     The Borrower may not make any optional or scheduled payments or
prepayments on account of principal (whether by redemption, purchase,
retirement, defeasance, set-off or otherwise) in respect of the Private
Notes prior to the Termination Date, other than scheduled principal payments
(including, but not limited to, mandatory prepayments) and optional
prepayments made in connection with the Noteholder Leverage Fee. The
Borrower will not amend, supplement or otherwise modify any term of the Note
Agreement without the prior written consent of the Majority Banks, which
consent will not be unreasonably withheld, which amendment, supplement or
modification would have the effect of (i) increasing the outstanding
principal amount of the Note Obligations over $480,000,000, (ii) increasing
the rate of interest except with respect to imposing the default rate as
provided for in the Note Agreement on the date hereof or any fees charged on
the Note Obligations, (iii) adding any affirmative covenant, negative
covenant or event of default; (iv) changing any affirmative covenant,
negative covenant or event of default, or any definition used therein, if
such change is adverse to the Borrower; or (v) making any other change
materially adverse to the interests of the Banks.




     (hh) Section 6.21 of the Credit Agreement is hereby added in its entirety to read as
follows:




     Section 6.21. Hydrocarbon Hedge Agreements and Interest Rate
Contracts. The Borrower shall not and will not permit any Subsidiary to
be a party to or in any manner liable on any Hydrocarbon Hedge Agreement or
Interest Rate Contract except:




     (a) Hydrocarbon Hedge Agreements with the purpose and effect of hedging
prices on Hydrocarbons that are (i) consistent in all material respects with
the Borrower’s risk management policies and historical practices and (ii)
not speculative in nature.



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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     (b) Interest Rate Contracts with the purpose and effect of fixing
interest rates on a principal amount of indebtedness of the Borrower that is
accruing interest at a variable rate that are (i) consistent with the
Borrower’s risk management policies and historical practices and (ii) not
speculative in nature; and




     (c) Except for the Collateral under the Security Documents with respect
to the Obligations, no Hydrocarbon Hedge Agreement or Interest Rate Contract
maintained with any Bank or any Affiliate of a Bank shall require the
Borrower or any Subsidiary to put up money, assets or other security
against the event of its nonperformance prior to actual default by the
Borrower or any Subsidiary in performing its obligations. No documents
evidencing a Hydrocarbon Hedge Agreement or Interest Rate Contract
maintained with any Bank or any Affiliate of a Bank shall be amended or
modified in any way to advantage a counterparty thereto without amending or
modifying all Hydrocarbon Hedge Agreements or Interest Rate Contracts (as
applicable) maintained with any Bank or any Affiliate of a Bank to equally
advantage such other counterparties.




     (ii) A new paragraph is added to the end of Section 7.06 of the Credit Agreement to
read in its entirety as follows:




     Following the application of proceeds pursuant to the first five
clauses contained in this Section 7.06, but before any surplus is paid over
to the Borrower, the Administrative Agent shall apply proceeds to the
ratable payment of all other Obligations which relate to any Cash Management
Agreement between the Borrower or any Subsidiary and a Cash Management Bank
and which are owing to the Administrative Agent, the Collateral Agent, the
Banks and their Affiliates.




     (jj) Section 8.12 of the Credit Agreement is hereby added in its entirety to read as
follows:




     Section 8.12. Cash Management Agreements. The benefit of the
Security Documents and of the provisions of this Agreement relating to any
collateral securing the Obligations shall also extend to and be available to
those Banks or their Affiliates which are counterparties to any Cash
Management Agreement with the Borrower or any of its Subsidiaries and are
parties to the Intercreditor Agreement on a pro rata basis in respect of any
obligations of the Borrower or any of its Subsidiaries which arise under any
such Cash Management Agreement that is in effect while such
Person or its Affiliate is a Bank, but only while such Person or its
Affiliate is a Bank, including any Cash Management Agreements between such
Persons in existence prior to the Sixth Amendment Effective Date. No Bank
or any Affiliate of a Bank shall have any voting rights under any



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 29



 









 






Credit
Document as a result of the existence of obligations owed to it under any
such Cash Management Agreements.




     (kk) Section 9.18 of the Credit Agreement is hereby restated in its entirety as
follows:




     Section 9.18. [Intentionally Omitted]




     (ll) Exhibit B to the Credit Agreement is hereby substituted with the Exhibit B
attached hereto for all purposes under the Credit Agreement and any reference to Exhibit B
in the Credit Documents shall refer to the Exhibit B attached hereto.



     Section 2. Consent. The Banks executing this Amendment hereby consent to the
execution of the Letter Amendment No. 4 to Amended and Restated Note Purchase Agreement among the
Borrower, the Guarantors and the holders of the Note Obligations party thereto in substantially the
form of Exhibit A attached hereto. Such consent is limited to the extent described herein and
shall not be construed as a consent to any other amendment or modification of the Note Agreement or
any document otherwise related thereto that is otherwise prohibited by the terms of the Credit
Agreement, the Intercreditor Agreement or any other Credit Document.



     Section 3. Conditions Precedent. This Amendment shall become effective as of the date
first set forth above upon the satisfaction of the following conditions precedent:




     (a) The Administrative Agent shall have received each of the following:




     (1) this Amendment, duly executed by the Borrower, the Majority Banks, the
Administrative Agent and the Collateral Agent;




     (2) the acknowledgment attached to this Amendment, duly executed by each
Guarantor;




     (3) an executed copy of the Letter Amendment No. 4 to Amended and Restated Note
Purchase Agreement on terms and conditions reasonably satisfactory to the Majority
Banks, including but not limited to the consent of the Required Holders of this
Amendment (as such term is defined in the Note Agreement);




     (4) an executed copy of an amendment to the Intercreditor Agreement;




     (5) such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of the Borrower and each Guarantor
as the Administrative Agent may reasonably require evidencing the identity,
authority and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Amendment and the other
Credit Documents to which the Borrower and such Guarantor is a party or is to
be a party;



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 30


 









 






     (6) such documents and certifications as the Administrative Agent may
reasonably require to evidence that the Borrower and each Guarantor is duly
organized or formed, and that the Borrower and each Guarantor is validly existing,
in good standing and qualified to engage in business;




     (7) the Administrative Agent shall have received payment or evidence of payment
of (i) all reasonable fees and expenses owed by the Borrower to the Administrative
Agent including, without limitation, the reasonable fees and expenses of Winstead
PC, counsel to the Administrative Agent and FTI Consulting, Inc., advisor to the
Administrative Agent; and (ii) all other fees agreed to be paid by the Borrower;




     (8) the Administrative Agent shall have received for the account of each Bank
executing this Amendment an amendment fee equal to 0.50% multiplied by such Bank’s
Commitment;




     (9) the Administrative Agent shall have received a completed and duly executed
Perfection Certificate (the “Perfection Certificate”) in form and substance
reasonably satisfactory to the Administrative Agent; and




     (10) the Administrative Agent shall have received such other documents,
instruments and certificates as reasonably requested by the Administrative Agent and
the Banks.




     (b) The representations and warranties set forth in Section 4 of this Amendment shall
be true and correct on and as of the date hereof.



     Section 4. Representations and Warranties. The Borrower represents and warrants to
the Banks, the Administrative Agent and the Collateral Agent as set forth below:




     (a) The execution, delivery and performance by the Borrower of this Amendment are
within the Borrower’s legal powers, have been duly authorized by all necessary partnership
action and do not (i) contravene the Borrower Partnership Agreement, (ii) violate any
applicable Governmental Rule, the violation of which could reasonably be expected to have a
Material Adverse Effect, (iii) conflict with or result in the breach of, or constitute a
default under, any loan agreement, indenture, mortgage, deed of trust or lease, or any other
contract or instrument binding on or affecting the Borrower or any Subsidiary or any of
their respective properties, the conflict, breach or default of which could reasonably be
expected to have a Material Adverse Effect, or (iv) result in or require the creation or
imposition of any Lien upon or with respect to any of the properties of the Borrower, other
than Liens permitted by the Credit Agreement.




     (b) No Governmental Action is required for the due execution, delivery or performance
by the Borrower of this Amendment.




     (c) Assuming due execution and delivery by the Majority Banks, the Administrative Agent
and the Collateral Agent, this Amendment constitutes legal, valid and binding obligations of
the Borrower, enforceable against the Borrower in accordance



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

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with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization
or other similar laws affecting creditors’ rights generally or by general principles of
equity (regardless of whether such enforceability is considered in any proceeding in law or
in equity).




     (d) The execution, delivery and performance of this Amendment do not adversely affect
the enforceability of any Lien of the Security Documents.




     (e) The quarterly and annual financial statements most recently delivered to the Banks
pursuant to Sections 5.01(c) and (d) of the Credit Agreement fairly present in all material
respects the Consolidated financial condition of the Borrower and its Subsidiaries as of the
respective dates thereof and the Consolidated results of the operations of the Borrower and
its Subsidiaries for the respective fiscal periods ended on such dates, all in accordance
with GAAP applied on a consistent basis (subject to normal year-end audit adjustments and
the absence of footnotes in the case of the quarterly financial statements). Since
September 30, 2008, no Material Adverse Effect has occurred. The Borrower and its
Subsidiaries have no material contingent liabilities except as disclosed in such financial
statements or the notes thereto.




     (f) There is no pending or, to the knowledge of the Borrower, threatened action or
proceeding affecting the Borrower or any Subsidiary before any Governmental Person, referee
or arbitrator that could reasonably be expected to have a Material Adverse Effect.




     (g) The representations and warranties made by the Borrower and the Guarantors
contained in Article IV of the Credit Agreement and in each of the other Credit Documents
are true and correct in all material respects on and as of the date hereof, as though made
on and as of such date, other than any such representations or warranties that, by the their
terms, refer to a specific date, in which case as of such specific date.




     (h) No event has occurred and is continuing, or would result from the effectiveness of
this Amendment, which constitutes a Default.




     (i) As of the date hereof, the Borrower has no (a) Material Subsidiaries other than
those listed on Schedule 6(a) and (b) non-Material Subsidiaries other than those listed on
Schedule 6(b).



     Section 5. Reference to and Effect on the Credit Agreement.




     (a) On and after the effective date of this Amendment each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall
mean and be a reference to the Credit Agreement, and each reference in the other Credit
Documents to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or
words of like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended by this Amendment.



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 32



 









 






     (b) Except as specifically amended above, the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and confirmed.
Without limiting the generality of the foregoing, the Security Documents and all of the
Collateral described therein do and shall continue to secure the payment of all obligations
stated to be secured thereby under the Credit Documents.




     (c) Except as expressly set forth herein, the execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or any Bank under any of the Credit Documents or constitute a waiver of
any provision of any of the Credit Documents.



     Section 6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each which when so executed and
delivered shall be deemed to be an original and all of which when taken together shall constitute
but one and the same instrument. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of an originally executed counterpart of
this Amendment.



     Section 7. Governing Law; Binding Effect. This Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas, and shall be binding
upon the Borrower, the Administrative Agent, the Collateral Agent, each Bank and their respective
successors and assigns.



     Section 8. Costs and Expenses. The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation, execution and delivery of
this Amendment and the other instruments and documents to be delivered hereunder, including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto and with respect to advising the Administrative Agent as to its rights and responsibilities
hereunder and thereunder.



     Section 9. Release. As a material part of the consideration for the Administrative
Agent and the Banks entering into this Amendment, the Borrower and each Guarantor executing this
Amendment (collectively “Releasor”) agree as follows (the “Release Provision”):




     (a) Releasor hereby releases and forever discharges the Administrative Agent and each
Bank and the Administrative Agent’s and each Bank’s predecessors, successors, assigns,
officers, managers, directors, shareholders, employees, agents, attorneys, representatives,
parent corporations, subsidiaries, and affiliates (hereinafter all of the above collectively
referred to as “Bank Group”) jointly and severally from any and all claims,
counterclaims, demands, damages, suits, actions, and causes of action of any nature
whatsoever occurring prior to the date hereof, including, without limitation, all claims,
demands, and causes of action for contribution and indemnity, whether arising at law or in
equity, presently possessed, whether known or unknown, whether liability be direct or
indirect, liquidated or unliquidated, presently accrued, whether absolute or
contingent, foreseen or unforeseen, and whether or not heretofore asserted
(“Claims”), which Releasor may have or claim to have against any of Bank Group, in
each case to the extent such Claims arose out of or relate to the Credit Agreement or the
transactions



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 33



 












 






contemplated thereby; except, as to any member of the Bank Group, to the extent
that any such Claims results from any of gross negligence or willful misconduct of that
member.




     (b) Releasor agrees not to sue any of Bank Group or in any way assist any other person
or entity in suing Bank Group with respect to any claim released herein. The Release
Provision may be pleaded as a full and complete defense to, and may be used as the basis for
an injunction against, any action, suit, or other proceeding which may be instituted,
prosecuted, or attempted in breach of the release contained herein.




     (c) Releasor acknowledges, warrants, and represents to Bank Group that:




     (1) Releasor has read and understands the effect of the Release Provision.
Releasor has had the assistance of independent counsel of its own choice, or has had
the opportunity to retain such independent counsel, in reviewing, discussing, and
considering all the terms of the Release Provision; and if counsel was retained,
counsel for Releasor has read and discussed the Release Provision with Releasor.
Before execution of this Amendment, Releasor has had adequate opportunity to make
whatever investigation or inquiry it may deem necessary or desirable in connection
with the subject matter of the Release Provision.




     (2) Releasor is not acting in reliance on any representation, understanding, or
agreement not expressly set forth herein. Releasor acknowledges that Bank Group has
not made any representation with respect to the Release Provision except as
expressly set forth herein.




     (3) Releasor has executed the Release Provision with the understanding that the
Banks are relying on it in agreeing to enter into this Agreement and that the Banks
would not execute this Amendment unless Releasor executed the Release Provision.




     (4) Releasor is the sole owner of the claims released by the Release Provision,
and Releasor has not heretofore conveyed or assigned any interest in any such claims
to any other person or entity (other than the conveyance pursuant to the Security
Documents)..




     (d) Releasor understands that the Release Provision was a material consideration in the
agreement of the Administrative Agent and each Bank to enter into this Amendment.




     (e) It is the express intent of Releasor that the release and discharge set forth in
the Release Provision be construed strictly in accordance with its terms.




     (f) If any term, provision, covenant, or condition of the Release Provision is held by
a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of
the provisions shall remain in full force and effect.



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 34



 









 





     THIS WRITTEN AMENDMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



[Remainder of this page blank; signature pages follow]



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 35



 











 





     Executed as of the date first set forth above.



	 	 	 	 	 
	 	CROSSTEX ENERGY, L.P.

 	 
	 	By:  	Crosstex Energy GP, L.P.,
its general partner
 	 
	 	 	 	 
	 	By:  	Crosstex Energy GP, LLC,
its general partner
 	 
	 	 	 	 
	 	 	 
	 	By:  	
/s/ Michael Garberding
 	 
	 	 	Name:  	MICHAEL GARBERDING	 
	 	 	Title:  	VICE PRESIDENT — FINANCE 	 
	 



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Page 1














 






     Each of the undersigned, as guarantors under the Second Amended and
Restated Subsidiary Guaranty dated as of November 1, 2005 (the
“Guaranty”),
hereby (a) consents to this Amendment, and (b) confirms and agrees that the
Guaranty is and shall continue to be in full force and effect and is ratified
and confirmed in all respects, except that, on and after the effective date of
the Amendment each reference in the Guaranty to “the Credit Agreement,”
“thereunder,” “thereof,” “therein” or any other expression of like import
referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement as modified by this Amendment.



	 	 	 	 	 
	 	CROSSTEX ENERGY SERVICES, L.P.

 	 
	 	By:  	Crosstex Operating GP, LLC,
its general partner
 	 
	 	 	 	 
	 	 	 	 
	 	By:  	/s/ Michael Garberding
 	 
	 	 	Name:  	Michael Garberding 	 
	 	 	Title:  	Vice President — Finance 	 
	 






	 	 	 	 	 
	 	
CROSSTEX OPERATING GP, LLC

CROSSTEX ENERGY SERVICES GP, LLC

CROSSTEX LIG, LLC

CROSSTEX TUSCALOOSA, LLC

CROSSTEX LIG LIQUIDS, LLC

CROSSTEX PROCESSING SERVICES, LLC

CROSSTEX PELICAN, LLC

 	 
	 	By:  	/s/ Michael Garberding
 	 
	 	 	Name:  	Michael Garberding 	 
	 	 	Title:  	Vice President — Finance 	 
	 



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Signature Page














 








	 	 	 	 	 
	 	 	 
	 	CROSSTEX ACQUISITION MANAGEMENT, L.P.

CROSSTEX MISSISSIPPI PIPELINE, L.P.

CROSSTEX ALABAMA GATHERING SYSTEM, L.P.

CROSSTEX MISSISSIPPI INDUSTRIAL GAS SALES, L.P.

CROSSTEX GULF COAST TRANSMISSION LTD.

CROSSTEX GULF COAST MARKETING LTD.

CROSSTEX CCNG GATHERING LTD.

CROSSTEX CCNG PROCESSING LTD.

CROSSTEX CCNG TRANSMISSION LTD.

CROSSTEX TREATING SERVICES, L.P.

CROSSTEX NORTH TEXAS PIPELINE, L.P.

CROSSTEX NORTH TEXAS GATHERING, L.P.

CROSSTEX NGL MARKETING, L.P.

CROSSTEX NGL PIPELINE, L.P. 	 
	 	 	 
	 	By:  	Crosstex Energy Services GP, LLC,

general partner of each above limited partnership
 	 
	 	 	 	 
	 	By:  	/s/ Michael Garberding
 	 
	 	 	Name:  	Michael Garberding 	 
	 	 	Title:  	Vice President — Finance 	 
	 



	 	 	 	 	 
	 	SABINE PASS PLANT FACILITY JOINT VENTURE

 	 
	 	By:  	Crosstex Processing Services, LLC,
as general partner, and
 	 
	 	 	 	 
	 	By:  	Crosstex Pelican, LLC, as general partner
 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Michael Garberding
 	 
	 	 	Name:  	Michael Garberding 	 
	 	 	Title:  	Vice President — Finance 	 
	 



SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT — Signature Page














 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,
as Administrative Agent, Collateral Agent,
a Bank and an Issuing Bank

 	 
	 	By:  	/s/ Tyler D. Levings
 	 
	 	 	Name:  	Tyler D. Levings	 
	 	 	Title:  	Senior Vice President 	 
	 














 







	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ David G. Mills
 	 
	 	 	Name:  	David G. Mills 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF SCOTLAND plc, New York Branch

 	 
	 	By:  	/s/ Karen Weich
 	 
	 	 	Name:  	Karen Weich 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH

 	 
	 	By:  	/s/ Yoram Dankner
 	 
	 	 	Name:  	Yoram Dankner 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Miriam Trautmann
 	 
	 	 	Name:  	Miriam Trautmann 	 
	 	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

 	 
	 	By:  	/s/ Tom McGraw
 	 
	 	 	Name:  	Tom McGraw 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Gregory E. George
 	 
	 	 	Name:  	GREGORY E. GEORGE 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Larry Robinson
 	 
	 	 	Name:  	Larry Robinson 	 
	 	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ Amy Pincu
 	 
	 	 	Name:  	Amy Pincu 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Peter L. Sefzik
 	 
	 	 	Name:  	PETER L. SEFZIK 	 
	 	 	Title:  	SENIOR VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	COMPASS BANK

 	 
	 	By:  	/s/ Greg Determann
 	 
	 	 	Name:  	Greg Determann 	 
	 	 	Title:  	Vice President 	 
	 




 











 





	 	 	 	 	 
	 	COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK BA
“RABOBANK NEDERLAND” NEW YORK BRANCH

 	 
	 	By:  	/s/ Jeff P. Geisbauer
 	 
	 	 	Name:  	Jeff P. Geisbauer 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Rebecca O. Morrow
 	 
	 	 	Name:  	Rebecca O. Morrow 	 
	 	 	Title:  	Executive Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FORTIS CAPITAL CORP.

 	 
	 	By:  	/s/ Darrell Holley
 	 
	 	 	Name:  	Darrell Holley 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Casey Lowary
 	 
	 	 	Name:  	Casey Lowary 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTY BANK

 	 
	 	By:  	/s/ Christopher S. Parada
 	 
	 	 	Name:  	Christopher S. Parada 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ John Runger
 	 
	 	 	Name:  	John Runger 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	KEY BANK, N.A.

 	 
	 	By:  	/s/ Todd Coker
 	 
	 	 	Name:  	Todd Coker 	 
	 	 	Title:  	AVP 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	By:  	/s/ Leon Mo
 	 
	 	 	Name:  	Leon Mo 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK

 	 
	 	By:  	/s/ Tom Gurbach
 	 
	 	 	Name:  	Tom Gurbach 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIXIS

 	 
	 	By:  	/s/ Daniel Payer
 	 
	 	 	Name:  	Daniel Payer 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Louis P. Laville, III
 	 
	 	 	Name:  	Louis P. Laville, III 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Jason S. York
 	 
	 	 	Name:  	Jason S. York 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SCOTIABANC INC.

 	 
	 	By:  	/s/ J. F. Todd
 	 
	 	 	Name:  	J. F. Todd 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SOCIETE GENERALE

 	 
	 	By:  	/s/ Stephen W. Warfel
 	 
	 	 	Name:  	Stephen W. Warfel 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	STERLING BANK

 	 
	 	By:  	/s/ Jeff Forbis
 	 
	 	 	Name:  	Jeff Forbis 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ William Ginn
 	 
	 	 	Name:  	William Ginn 	 
	 	 	Title:  	General Manager 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/ Janet R. Naifeh
 	 
	 	 	Name:  	Janet R. Naifeh 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Daria Mahoney
 	 
	 	 	Name:  	Daria Mahoney 	 
	 	 	Title:  	Vice President 	 



 









 





SCHEDULE 6(a)




Material Subsidiaries




Crosstex Energy Services, L.P. (DE domestic)

Crosstex Operating GP, LLC (DE domestic)

Crosstex Energy Services GP, LLC (DE domestic)

Crosstex LIG, LLC (LA domestic)

Crosstex Tuscaloosa, LLC (LA domestic)

Crosstex LIG Liquids, LLC (LA domestic)

Crosstex Acquisition Management, L.P. (DE domestic)

Crosstex Mississippi Pipeline, L.P. (DE domestic)

Crosstex Alabama Gathering System, L.P. (DE domestic)

Crosstex Mississippi Industrial Gas Sales, L.P. (DE domestic)

Crosstex Gulf Coast Transmission Ltd. (TX domestic)

Crosstex Gulf Coast Marketing Ltd. (TX domestic)

Crosstex CCNG Gathering Ltd. (TX domestic)

Crosstex CCNG Processing Ltd. (TX domestic)

Crosstex CCNG Transmission Ltd. (TX domestic)

Crosstex Treating Services, L.P. (DE domestic)

Crosstex North Texas Pipeline, L.P. (TX domestic)

Crosstex North Texas Gathering, L.P. (TX domestic)

Crosstex NGL Pipeline, L.P. (TX domestic)

Crosstex NGL Marketing, L.P. (TX domestic)

Crosstex Processing Services, LLC (DE domestic)

Crosstex Pelican, LLC (DE domestic)

Sabine Pass Plant Facility Joint Venture (a TX general partnership)




Schedule 6(a) to Sixth Amendment to Fourth Amended and

Restated Credit Agreement and Consent













 





SCHEDULE 6(b)




Non-Material
Subsidiaries




Crosstex Louisiana Energy, L.P. (Delaware domestic)

LIG Chemical GP, LLC (Delaware domestic)

LIG Chemical, L.P. (Delaware domestic)

LIG Liquids Holdings, L.P. (Delaware domestic)

Crosstex Midstream Services, L.P. (Delaware domestic)

Crosstex Mississippi Gathering, L.P. (Delaware domestic)

Crosstex Louisiana Gathering, LLC (Louisiana domestic)




Schedule 6(b) to Sixth Amendment to Fourth Amended and

Restated Credit Agreement and Consent














 





EXHIBIT A




Letter
Amendment No. 4 to Amended and Restated Note Purchase
Agreement



Filed separately with the Commission.



Exhibit A to Sixth Amendment to Fourth Amended and

Restated Credit Agreement and Consent

















 





EXHIBIT B




EXHIBIT B




NOTICE OF BORROWING




____________, 20__




Bank of America, N.A., as Administrative Agent

Mail Code: NC1-001-15-04

One Independence Center

101 N. Tryon St.

Charlotte, NC 28255-0001

Attn: Edwina Champion, Credit Services





	 	Re:  	 	Crosstex Energy





Ladies and Gentlemen:




     The undersigned, Crosstex Energy, L.P., a Delaware limited partnership, refers to the Fourth
Amended and Restated Credit Agreement dated as of November 1, 2005 (the “Credit Agreement”)
among the undersigned, the Banks referred to therein, Bank of America, N.A., as administrative
agent (the “Administrative Agent”) for said Banks, Union Bank of California, N.A. and
SunTrust Bank, as co-syndication agents, and Bank of Montreal d/b/a Harris Nesbitt and Wachovia
Bank, National Association, as co-documentation agents. Terms defined in the Credit Agreement and
not otherwise defined herein have the same respective meanings when used herein.



     Pursuant to Section 2.02(a) of the Credit Agreement, the undersigned hereby requests a
Borrowing under the Credit Agreement and in that connection sets forth below the information
relating to such Borrowing (the “Proposed Borrowing”), as required by Section 2.02(a) of
the Credit Agreement.



     The Business Day of the Proposed Borrowing is ___, 20_.



     The Proposed Borrowing will be composed of [Reference Rate Advances] [Eurodollar Rate
Advances].



     The aggregate amount of the Proposed Borrowing is $_______.



     [The initial Interest Period for the Eurodollar Rate Advances is ___________month[s].]



     The officer of Crosstex Energy GP, LLC, the general partner of the General Partner signing
this notice on behalf of the General Partner and the Borrower hereby certifies (as an officer of
Crosstex Energy GP, LLC and not in his/her individual capacity) that the following statements are
true on the date hereof and will be true on the date of the Proposed Borrowing:




     the representations and warranties contained in each Credit Document are correct in all
material respects, before and after giving effect to the Proposed Borrowing and to



Exhibit B to Sixth Amendment to Fourth Amended and

Restated Credit Agreement and Consent





 









 









the application of the proceeds thereof, as though made on and as of such date (other than
any such representations and warranties that, by their terms, refer to a specific date, in
which case as of such specific date);




     no event has occurred and is continuing, or would result from the Proposed Borrowing or
from the application of the proceeds thereof, that constitutes a Default; and




     after giving effect to the receipt of the proceeds of the requested Borrowing, and the
anticipated cash receipts and cash uses of the Borrower and its Subsidiaries on the date of
the applicable Borrowing and the next Business Day, the aggregate balances in the Cash
Management Accounts on the next Business Day shall not be in excess of $25,000,000.



	 	 	 	 	 
	 	Very truly yours,



CROSSTEX ENERGY, L.P.

 	 
	 	By:  	Crosstex Energy GP, L.P.,

its general partner
 	 
	 	By:  	Crosstex Energy GP, LLC,

its general partner
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit B to Sixth Amendment to Fourth Amended and

Restated Credit Agreement and Consent