exv10w1



 






Exhibit 10.1


 


THIRD AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of March 31, 2005




among




CROSSTEX ENERGY, L.P.,




as Borrower,




THE FINANCIAL INSTITUTIONS

PARTY TO THIS CREDIT AGREEMENT




as Banks,




BANK OF AMERICA, N.
A.




as Administrative Agent and Collateral Agent,




UNION BANK OF
CALIFORNIA, N.A.




as Syndication Agent,




and




ROYAL BANK OF CANADA,

U.S. BANK NATIONAL ASSOCIATION

and

BNP PARIBAS,




as Co-Documentation Agents










BANC OF AMERICA SECURITIES LLC




as Lead Arranger and Sole Book Runner


 




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	 	 	2	 
	 
	 	Section 1.01.	 	Certain Defined Terms	 	 	2	 
	 
	 	Section 1.02.	 	Computation of Time Periods	 	 	21	 
	 
	 	Section 1.03.	 	Accounting Terms; Changes in GAAP	 	 	21	 
	 
	 	Section 1.04.	 	Types of Advances and Borrowings	 	 	22	 
	 
	 	Section 1.05.	 	Miscellaneous	 	 	22	 
	 
	 	Section 1.06.	 	Times of Day	 	 	22	 
	 
	 	Section 1.07.	 	Letter of Credit Amounts	 	 	22	 
	ARTICLE II CREDIT FACILITIES	 	 	22	 
	 
	 	Section 2.01.	 	Making the Advances	 	 	22	 
	 
	 	Section 2.02.	 	Method of Borrowing	 	 	23	 
	 
	 	Section 2.03.	 	Reduction of the Commitments	 	 	26	 
	 
	 	Section 2.04.	 	Prepayment of Advances	 	 	26	 
	 
	 	Section 2.05.	 	Repayment of Advances	 	 	28	 
	 
	 	Section 2.06.	 	Fees	 	 	28	 
	 
	 	Section 2.07.	 	Interest	 	 	29	 
	 
	 	Section 2.08.	 	Payments and Computations	 	 	30	 
	 
	 	Section 2.09.	 	Sharing of Payments, Etc	 	 	31	 
	 
	 	Section 2.10.	 	Breakage Costs	 	 	32	 
	 
	 	Section 2.11.	 	Increased Costs	 	 	32	 
	 
	 	Section 2.12.	 	Taxes	 	 	33	 
	 
	 	Section 2.13.	 	Letters of Credit	 	 	36	 
	 
	 	Section 2.14.	 	Replacement of Banks	 	 	43	 
	 
	 	Section 2.15.	 	Increase in Commitments	 	 	44	 
	ARTICLE III CONDITIONS OF LENDING	 	 	45	 
	 
	 	Section 3.01.	 	Conditions Precedent to Initial Advances	 	 	45	 
	 
	 	Section 3.02.	 	Conditions Precedent to All Borrowings	 	 	48	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	 	 	49	 
	 
	 	Section 4.01.	 	Existence and Power	 	 	49	 
	 
	 	Section 4.02.	 	Authorization	 	 	49	 






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TABLE OF CONTENTS
(continued)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	Section 4.03.	 	Governmental Action, Etc	 	 	49	 
	 
	 	Section 4.04.	 	Binding Effect	 	 	50	 
	 
	 	Section 4.05.	 	Financial Statements	 	 	50	 
	 
	 	Section 4.06.	 	Other Information	 	 	50	 
	 
	 	Section 4.07.	 	Legal Proceedings	 	 	50	 
	 
	 	Section 4.08.	 	Subsidiaries	 	 	50	 
	 
	 	Section 4.09.	 	Trademarks, Etc	 	 	51	 
	 
	 	Section 4.10.	 	Fire, Etc	 	 	51	 
	 
	 	Section 4.11.	 	Burdensome Agreements	 	 	51	 
	 
	 	Section 4.12.	 	Taxes	 	 	51	 
	 
	 	Section 4.13.	 	Public Utility Holding Company Act; Natural Gas Act; Investment Company Act	 	 	51	 
	 
	 	Section 4.14.	 	Regulations T, U and X	 	 	51	 
	 
	 	Section 4.15.	 	Title to Properties, Etc	 	 	51	 
	 
	 	Section 4.16.	 	Employee Benefit Plans	 	 	52	 
	 
	 	Section 4.17.	 	Environmental Compliance	 	 	52	 
	 
	 	Section 4.18.	 	Material Contracts	 	 	52	 
	 
	 	Section 4.19.	 	Ownership	 	 	52	 
	 
	 	Section 4.20.	 	Compliance with Laws	 	 	52	 
	 
	 	Section 4.21.	 	Solvency	 	 	52	 
	ARTICLE V AFFIRMATIVE COVENANTS	 	 	53	 
	 
	 	Section 5.01.	 	Reporting Requirements	 	 	53	 
	 
	 	Section 5.02.	 	Preservation of Legal Existence, Etc	 	 	55	 
	 
	 	Section 5.03.	 	Maintenance of Properties, Etc	 	 	55	 
	 
	 	Section 5.04.	 	[Intentionally omitted]	 	 	55	 
	 
	 	Section 5.05.	 	Compliance with Laws, Etc	 	 	55	 
	 
	 	Section 5.06.	 	Payment of Taxes, Etc	 	 	55	 
	 
	 	Section 5.07.	 	Maintenance of Insurance	 	 	55	 
	 
	 	Section 5.08.	 	Visitation Rights	 	 	55	 
	 
	 	Section 5.09.	 	Keeping of Books	 	 	56	 






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TABLE OF CONTENTS
(continued)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	Section 5.10.	 	Transactions with Affiliates	 	 	56	 
	 
	 	Section 5.11.	 	Compliance with Environmental Laws	 	 	56	 
	 
	 	Section 5.12.	 	Environmental Remediation and Indemnification	 	 	56	 
	 
	 	Section 5.13.	 	Use of Proceeds	 	 	57	 
	 
	 	Section 5.14.	 	Clean Down Period	 	 	57	 
	 
	 	Section 5.15.	 	Post-Closing Requirements	 	 	57	 
	ARTICLE VI NEGATIVE COVENANTS	 	 	58	 
	 
	 	Section 6.01.	 	Liens, Etc	 	 	58	 
	 
	 	Section 6.02.	 	Debt	 	 	59	 
	 
	 	Section 6.03.	 	Mergers, Acquisitions, Etc	 	 	60	 
	 
	 	Section 6.04.	 	Sales, Etc. of Property	 	 	61	 
	 
	 	Section 6.05.	 	Investments in Other Persons	 	 	62	 
	 
	 	Section 6.06.	 	Distributions, Etc	 	 	63	 
	 
	 	Section 6.07.	 	Change in Nature of Business	 	 	63	 
	 
	 	Section 6.08.	 	ERISA Plans	 	 	64	 
	 
	 	Section 6.09.	 	Accounting Changes	 	 	64	 
	 
	 	Section 6.10.	 	Creation of Material Subsidiaries	 	 	64	 
	 
	 	Section 6.11.	 	Commodity Contracts	 	 	64	 
	 
	 	Section 6.12.	 	[Intentionally Omitted]	 	 	64	 
	 
	 	Section 6.13.	 	Interest Charge Coverage Ratio	 	 	64	 
	 
	 	Section 6.14.	 	Leverage Ratio	 	 	64	 
	 
	 	Section 6.15.	 	[Intentionally Omitted]	 	 	64	 
	 
	 	Section 6.16.	 	Amendment of Partnership Agreements	 	 	64	 
	 
	 	Section 6.17.	 	Note Agreement	 	 	65	 
	 
	 	Section 6.18.	 	[Intentionally Omitted]	 	 	65	 
	 
	 	Section 6.19.	 	Other Debt	 	 	65	 
	ARTICLE VII REMEDIES	 	 	65	 
	 
	 	Section 7.01.	 	Events of Default	 	 	65	 
	 
	 	Section 7.02.	 	Optional Acceleration of Maturity	 	 	67	 
	 
	 	Section 7.03.	 	Automatic Acceleration of Maturity	 	 	68	 






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TABLE OF CONTENTS
(continued)


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	Section 7.04.	 	Non-exclusivity of Remedies	 	 	68	 
	 
	 	Section 7.05.	 	Right of Set-off	 	 	68	 
	 
	 	Section 7.06.	 	Application of Collateral	 	 	69	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT	 	 	69	 
	 
	 	Section 8.01.	 	Appointment and Authority	 	 	69	 
	 
	 	Section 8.02.	 	Rights as a Bank	 	 	70	 
	 
	 	Section 8.03.	 	Exculpatory Provisions	 	 	70	 
	 
	 	Section 8.04.	 	Reliance by Agents	 	 	71	 
	 
	 	Section 8.05.	 	Delegation of Duties	 	 	71	 
	 
	 	Section 8.06.	 	Resignation of Administrative Agent	 	 	71	 
	 
	 	Section 8.07.	 	Non-Reliance on Agents and Other Banks	 	 	72	 
	 
	 	Section 8.08.	 	No Other Duties, Etc	 	 	72	 
	 
	 	Section 8.09.	 	Administrative Agent May File Proofs of Claim	 	 	72	 
	 
	 	Section 8.10.	 	Collateral and Guaranty Matters	 	 	73	 
	 
	 	Section 8.11.	 	Swap Agreements	 	 	74	 
	ARTICLE IX MISCELLANEOUS	 	 	74	 
	 
	 	Section 9.01.	 	Amendments, Etc	 	 	74	 
	 
	 	Section 9.02.	 	Notices; Effectiveness; Electronic Communication	 	 	74	 
	 
	 	Section 9.03.	 	No Waiver; Remedies	 	 	75	 
	 
	 	Section 9.04.	 	Expenses; Indemnity; Damage Waiver	 	 	76	 
	 
	 	Section 9.05.	 	Binding Effect	 	 	77	 
	 
	 	Section 9.06.	 	Bank Assignments and Participations	 	 	78	 
	 
	 	Section 9.07.	 	Treatment of Certain Information; Confidentiality	 	 	79	 
	 
	 	Section 9.08.	 	Execution in Counterparts	 	 	80	 
	 
	 	Section 9.09.	 	Survival of Representations and Warranties	 	 	80	 
	 
	 	Section 9.10.	 	Severability	 	 	81	 
	 
	 	Section 9.11.	 	Payments Set Aside	 	 	81	 
	 
	 	Section 9.12.	 	Guaranties	 	 	81	 
	 
	 	Section 9.13.	 	Usury Not Intended	 	 	81	 






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TABLE OF CONTENTS
(continued)


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	Section 9.14.	 	Waiver of Jury; Consent to Jurisdiction	 	 	82	 
	 
	 	Section 9.15.	 	Governing Law	 	 	82	 
	 
	 	Section 9.16.	 	Credit Documents	 	 	82	 
	 
	 	Section 9.17.	 	Existing Indebtedness	 	 	82	 
	 
	 	Section 9.18.	 	Release of Collateral	 	 	83	 
	 
	 	Section 9.19.	 	Assignment and Assumption	 	 	83	 
	 
	 	Section 9.20.	 	USA PATRIOT Act Notice	 	 	84	 






-v-









 






EXHIBITS:




	 	 	 	 	 
	Exhibit A
	 	—	 	Form of Note
	Exhibit B
	 	—	 	Form of Notice of Borrowing
	Exhibit C
	 	—	 	Form of Conversion or Continuation
	Exhibit D
	 	—	 	Form of Assignment and Assumption






SCHEDULES:




	 	 	 	 	 
	Schedule 1
	 	—	 	Commitments
	Schedule 2
	 	—	 	Applicable Lending Offices
	Schedule 1.01
	 	—	 	Guarantors
	Schedule 2.13
	 	—	 	Existing Letters of Credit
	Schedule 4.08
	 	—	 	Subsidiaries
	Schedule 4.16
	 	—	 	Employee Benefit Plans
	Schedule 5.10
	 	—	 	Transactions with Affiliates
	Schedule 6.02
	 	—	 	Permitted Debt
	Schedule 6.05
	 	—	 	Permitted Investments







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THIRD AMENDED AND RESTATED CREDIT AGREEMENT




     This Third Amended and Restated Credit Agreement dated as of March 31, 2005 is among Crosstex
Energy, L.P., a Delaware limited partnership (the “Borrower”), Crosstex Energy Services,
L.P., a Delaware limited partnership (the “Predecessor Borrower”), the Banks (as defined
below), Bank of America, N.A. (“Bank of America”), as Administrative Agent and Collateral
Agent for the Banks, Union Bank of California, N.A. (“UBOC”), as Syndication Agent, and
Royal Bank of Canada, U.S. Bank National Association and BNP Paribas, as Co-Documentation Agents.



INTRODUCTION




     A. The Predecessor Borrower, UBOC, as administrative agent and lender, Royal Bank of Canada,
as syndication agent and Bank of America, as successor by merger to Fleet National Bank, as
documentation agent and lender, are parties to the Second Amended and Restated Credit Agreement
dated as of November 26, 2002, as amended by the First Amendment dated as of June 3, 2003, the
Second Amendment dated as of October 30, 2003, the Third Amendment dated as of April 1, 2004 and
the Fourth Amendment dated as of June 18, 2004 (the “Existing Credit Agreement”).



     B. The Predecessor Borrower is a wholly owned subsidiary of the Borrower and part of a common
enterprise.



     C. The Borrower, being (a) primarily and unconditionally liable for the existing obligations
of the Predecessor Borrower under the Existing Credit Agreement pursuant to that certain Guaranty
executed by it (the “Existing Parent Guaranty”) of even date with the Existing Credit
Agreement, and (b) a beneficiary of the proceeds advanced to the Predecessor Borrower under the
Existing Credit Agreement by virtue of (i) distributions made to it by the Predecessor Borrower and
(ii) investments made in the Predecessor Borrower for the benefit of the Borrower, desires to
ratify and assume all of the existing obligations of the Predecessor Borrower under the Existing
Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement) and
the parties hereto desire to enter into an amendment to effect certain amendments to the Existing
Credit Agreement, including the release of the Existing Parent Guaranty and the replacement and
substitution of the Predecessor Borrower with the Borrower under the Existing Credit Agreement, as
amended by this Agreement, together with a subsequent increase of the aggregate Commitments by
$50,000,000.



     D. To evidence the amendments requested by the Borrower and the Predecessor Borrower, the
Borrower, the Administrative Agent and the Banks have agreed that this Agreement is an amendment
and restatement of the Existing Credit Agreement, not a new or substitute credit agreement or
novation of the Existing Credit Agreement, and each reference to an “Advance” or a “Letter of
Credit” shall include each Advance made and each Letter of Credit issued heretofore under the
Existing Credit Agreement as well as each Advance made and each Letter of Credit issued hereafter
under this Agreement.



     The Borrower, the Banks, the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents agree as follows:



 









 





ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




     Section 1.01. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (unless otherwise indicated, such meanings to be equally
applicable to both the singular and plural forms of the terms defined):



     “Acceptable Security Interest” in any Property means a Lien which (a) exists in favor
of the Collateral Agent for its benefit and the ratable benefit of the Administrative Agent, the
Banks and their Affiliates that are parties to any Hydrocarbon Hedge Agreement or Interest Rate
Contract with the Borrower or any Subsidiary, and the Holders, (b) is superior to all other Liens,
except Permitted Liens, (c) secures the Obligations and, if outstanding, the Note Obligations, and
(d) is perfected and enforceable.



     “Accounts” means the unpaid portion of the obligations to the Borrower and its
Subsidiaries of customers of the Borrower and its Subsidiaries to pay for goods sold and shipped or
services rendered (net of commissions to agents).



     “Acquisition” means the direct or indirect purchase or acquisition, whether in one or
more related transactions, by the Borrower or any of its Subsidiaries of any Person or group of
Persons (or any equity interest in any Person or group of Persons) or any related group of assets,
liabilities, or securities of any Person or group of Persons, other than acquisitions of Property
in the ordinary course of business.



     “Acquisition Adjustment Period” means the period of three consecutive fiscal quarters
commencing on the first day of the fiscal quarter during which the Borrower or any of its
Subsidiaries consummates any Acquisition in which the purchase price therefor exceeds $50,000,000
(whether such purchase price is paid in cash, by the assumption of Debt of the Person or assets so
acquired, or otherwise) and ending on the last day of the third fiscal quarter following such date.



     “Additional Notes” shall mean any senior secured notes of one or more series (other
than the Series A Notes, the Series B Notes and the Series C Notes) issued by the Borrower from
time to time pursuant to the Note Agreement, together with any notes issued in substitution or
exchange therefor pursuant to the Note Agreement.



     “Adjusted Reference Rate” means, for any day, the fluctuating rate per annum of
interest equal to the greater of (a) the Reference Rate in effect on such day and (b) the Federal
Funds Rate in effect on such day plus 1/2%.



     “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 2, or such other address or account as the
Administrative Agent may from time to time notify to the Borrower and the Banks.



     “Advance” means any advance by a Bank to the Borrower as part of a Borrowing and
refers to a Reference Rate Advance or a Eurodollar Rate Advance.



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     “Administrative Agent” means Bank of America, in its capacity as an agent pursuant to
Article VIII and any successor agent pursuant to Section 8.06.



     “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 2, or such other address or account as the
Administrative Agent may from time to time notify to the Borrower and the Banks.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Affiliate” means, as to any Person, any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control with,
such Person or any Subsidiary of such Person. The term “control” (including the terms “controlled
by” or “under common control with”) means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.



     “Agents” means the Administrative Agent and the Collateral Agent.



     “Agreement” means this Third Amended and Restated Credit Agreement dated as of March
31, 2005 among the Borrower, the Banks, the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents, as it may be amended, modified, restated, renewed, extended, increased or
supplemented from time-to-time.



     “Applicable Lending Office” means, with respect to each Bank, such Bank’s Domestic
Lending Office in the case of a Reference Rate Advance and such Bank’s Eurodollar Lending Office in
the case of a Eurodollar Rate Advance.



     “Applicable Margin” means, as of any date of determination, the following percentages
determined as a function of the Borrower’s Leverage Ratio:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Eurodollar Rate	 	 	 	Reference Rate	 	 	 	 	 	 	 	 	Letter of Credit	 	 
	 	Leverage Ratio	 	 	Advances	 	 	 	Advances	 	 	 	Commitment Fees	 	 	 	Fees	 	 
	3 	3.25
	 	 	 	1.75	%	 	 	 	0.25	%	 	 	 	0.375	%	 	 	 	1.75	%	 
	3 	 2.75 and
< 3.25
	 	 	 	1.50	%	 	 	 	0.00	%	 	 	 	0.300	%	 	 	 	1.50	%	 
	3 	 2.25 and
< 2.75
	 	 	 	1.25	%	 	 	 	0.00	%	 	 	 	0.250	%	 	 	 	1.25	%	 
	 	< 2.25
	 	 	 	1.00	%	 	 	 	0.00	%	 	 	 	0.200	%	 	 	 	1.00	%	 
	 




The foregoing ratio (a) shall be determined as if the Leverage Ratio is less than 2.75 but greater
than or equal to 2.25 for the period from the Effective Date through the date financial statements
are delivered pursuant to Section 5.01(d) for the fiscal year ending December 31, 2004, and (b)
shall thereafter 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




-3-









 







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. Notwithstanding the foregoing, if at any
time during an Acquisition Adjustment Period, the Leverage Ratio is greater than 4.00 to 1.00, then
the Applicable Margin with respect to Eurodollar Rate Advances shall be increased by 0.50% and the
Applicable Margin with respect to the Commitment Fees shall be increased by 0.125%.




     “Approved Consultant’s Report” means a report by Barnes & Click, Inc., Purvin & Gertz,
Oil & Gas Advisors, Inc. or another consultant selected by the Borrower and reasonably acceptable
to the Administrative Agent confirming that the assumptions used by the Borrower in the adjustments
to EBITDA in connection with any Acquisition, acquisition of Property or percentage of completion
of construction of Property are reasonable.



     “Approved Fund” means any Fund that is administered or managed by (a) a Bank, (b) an
Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a
Bank.



     “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; provided, that the term “Asset Disposition” shall not include any transaction permitted
by Section 6.04(a), (b), (c), (d), (e) or (f).



     “Assignment and Assumption” means an assignment and assumption entered into by a Bank
and an Eligible Assignee, and accepted by the Administrative Agent and the Borrower (if
applicable), in substantially the form of the attached Exhibit D or any other form approved
by the Administrative Agent.



     “Available Cash” for any fiscal quarter has the meaning set forth in the Borrower
Partnership Agreement.



     “Banks” means the lenders listed on Schedule 1 hereto and each Eligible Assignee that
shall become a party to this Agreement pursuant to Section 9.06.



     “Borrower” means Crosstex Energy, L.P., a Delaware limited partnership.



     “Borrower Partnership Agreement” means the Second Amended and Restated Agreement of
Limited Partnership of Crosstex Energy, L.P. dated as of March 29, 2004 among the General Partner
and Crosstex Energy, Inc., as the Organizational Limited Partner.



     “Borrower Security Agreement” means the Security Agreement between the Borrower and
the Collateral Agent in form and substance reasonably satisfactory to the Collateral Agent and the
Banks, as it may be amended, modified or supplemented from time-to-time.



     “Borrowing” means a borrowing consisting of simultaneous Advances of the same Type
made by each Bank pursuant to Section 2.01(a), continued by each Bank pursuant to Section 2.02(b),
or Converted by each Bank to Advances of a different Type pursuant to Section 2.02(b).



-4-









 





     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate
Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market.



     “Capital Leases” means, as applied to any Person, any lease of any Property by such
Person as lessee which would, in accordance with GAAP, be required to be classified and accounted
for as a capital lease on the balance sheet of such Person.



     “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended, state and local analogs, and all rules and regulations and requirements
thereunder in each case as now or hereafter in effect.



     “CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability
Information System maintained by the U.S. Environmental Protection Agency.



     “CESL Partnership Agreement” means the Second Amended and Restated Agreement of
Limited Partnership of Crosstex Energy Services, L.P., dated as of April 1, 2004 between Crosstex
Operating GP, LLC, Crosstex Energy, L.P. and the other parties thereto, as the same may be amended,
modified or supplemented from time-to-time as permitted by this Agreement.



     “Change of Control” means an event or series of events by which:



     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan) other than the Qualifying Owners becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) of 50% or more of
the equity securities of the Ultimate General Partner entitled to vote for members of the board of
directors or equivalent governing body of the Ultimate General Partner on a fully-diluted basis; or



     (b) during any period of 12 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of the Ultimate General Partner cease to be composed
of individuals (i) who were members of that board or equivalent governing body on the first day of
such period, (ii) whose election or nomination to that board or equivalent governing body was
approved by individuals referred to in clause (i) above constituting at the time of such election
or nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body (excluding, in the case of both
clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office
as, a member of that board or equivalent governing body occurs as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of one or more directors
by any person or group other than a solicitation for the election of one or more directors by or on
behalf of the board of directors).



-5-









 





     “Clean Down Period” has the meaning set forth in Section 5.14.



     “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.



     “Co-Documentation Agents” means Royal Bank of Canada, U.S. Bank National Association
and BNP Paribas.



     “Collateral” means all Collateral as defined in each of the Security Agreements and in
each of the Mortgages.



     “Collateral Agent” means Bank of America, N.A., in its capacity as collateral agent
pursuant to the Intercreditor Agreement, and any successor collateral agent appointed pursuant to
the Intercreditor Agreement.



     “Commitment” means, for any Bank, the amount set opposite such Bank’s name on
Schedule 1 as its Commitment, or if such Bank has entered into any Assignment and
Assumption, as set forth for such Bank as its Commitment in the Register maintained by the
Administrative Agent pursuant to Section 9.06(c), as such amount may be reduced or terminated
pursuant to Section 2.03 or Article VII.



     “Consolidated” refers to the consolidation of the accounts of the Borrower and its
Subsidiaries in accordance with GAAP, including, when used in reference to the Borrower, principles
of consolidation consistent with those applied in the preparation of the Financial Statements.



     “Convert,” “Conversion,” and “Converted” each refers to a conversion
of Advances of one Type into Advances of another Type pursuant to Section 2.02(b).



     “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, the Fee Letter 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 or supplemented from time-to-time.



“Debt,” for any Person, means, without duplication,




     (a) indebtedness of such Person for borrowed money;




     (b) obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments;



     (c) obligations of such Person to pay the deferred purchase price of Property or services
(other than trade payables which are not more than 90 days past due, except for any such trade
payables which are being contested in good faith and by appropriate proceedings);



-6-









 





     (d) all indebtedness created or arising under any conditional-sale or other title-retention
agreement with respect to property acquired by such Person (even though the rights and remedies of
the seller or lender under such agreement in the event of default are limited to repossession or
sale of such property);



     (e) obligations of such Person as lessee under Capital Leases;




     (f) the net amount payable by such Person under any Hydrocarbon Hedge Agreement or Interest
Rate Contract if such Hydrocarbon Hedge Agreement or Interest Rate Contract terminated at the date
of determination due to a default by such Person;



     (g) reimbursement obligations of such Person in respect of letters of credit, acceptance
facilities, drafts or similar instruments issued or accepted by banks and other financial
institutions for the account of such Person;



     (h) obligations of such Person under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, or otherwise
to assure a creditor against loss in respect of, another’s indebtedness or obligations of the kinds
referred to in clauses (a) through (g) above; and



     (i) another’s indebtedness or obligations of the kinds referred to in clauses (a) through (h)
secured by any Lien on or in respect of any Property of such Person; provided that the amount of
such Debt, if such Person has not assumed the same or become liable therefore, shall in no event be
deemed to be greater than the fair market value from time to time of the Property subject to such
Lien.



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Default” means (a) an Event of Default or (b) any event or condition which with
notice or lapse of time or both would, unless cured or waived, become an Event of Default.



     “Distribution Loan” means an Advance which is made in whole or in part for the purpose
of paying a Quarterly Distribution.



     “Dollars” and “$” means lawful money of the United States of America.



     “Domestic Lending Office” means, with respect to any Bank, the office of such Bank
specified as its “Domestic Lending Office” on its Administrative Questionnaire or such other office
of such Bank as such Bank may from time to time specify to the Borrower and the Administrative
Agent.



     “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



-7-









 




period. EBITDA shall be calculated, on a pro forma basis, after giving effect to, without
duplication, (a) any Acquisition or (b) any Property under construction (based on the percentage of
completion of construction of any such Property), in each case, occurring during the period
commencing on the first day of such period to and including the date of such transaction or
percentage of completion of Property under construction to be included in EBITDA, as the case may
be (the “Reference Period”) and whether or not such acquired Property or Property under
construction was operated during such Reference Period, as if such Acquisition or percentage of
completion of Property under construction 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, by such acquired Property or by such Property under construction (based on
the percentage of completion of construction of such 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, acquired Property or Property under construction (based on the percentage of completion of
construction of such 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, acquired Property or Property under construction (based on the percentage of
completion of construction of such 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 Majority Banks if the Borrower
does not provide the Administrative Agent with an Approved Consultant’s Report supporting such pro
forma calculations (and any such pro forma calculations described in this sentence being
hereinafter referred to as “Pro Forma EBITDA”). Notwithstanding the foregoing, such pro
forma adjustments to EBITDA with respect to any Property under construction shall be reduced if
such construction is not completed by or if the estimated date by which such construction to be
completed is beyond, a date that is more than 90 days beyond the Scheduled Completion Date for such
construction, such reduction to be reflected in the next set of financial statements to be
delivered to the Administrative Agent and the Banks on or after the date such construction is not
so completed or it is determined that such construction will not be so completed and to be in an
amount equal to the product of (i) the applicable percentage reduction rate relating to the number
of days of delay as set forth below and (ii) the amount of the Pro Forma EBITDA attributable to
such Property:




	 	 	 
	Delay or estimated delay,	 	 
	whichever is greater	 	Applicable Percentage Reduction Rate
	>
90 days and £ 180 days
	 	25%
	 
	 	 
	>180 days and £ 270 days
	 	50%
	 
	 	 
	> 270 days
	 	100%






     “Effective Date” means the date on which the conditions set forth in Section 3.01 are
satisfied.



-8-









 





     “Eligible Assignee” means (a) a Bank; (b) an Affiliate of a Bank; (c) an Approved
Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative
Agent and the Issuing Bank, and (ii) unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the
Borrower’s Affiliates or Subsidiaries.



     “Environmental Law” means any Governmental Rule relating to pollution or protection of
the environment or any natural resource, to any Hazardous Material or to health or safety,
including any Governmental Rule relating to the use, handling, transportation, treatment, storage,
disposal, release or discharge of any Hazardous Material.



     “Environmental Permit” means any Governmental Action required under any Environmental
Law.



     “Environmental Proceeding” means any action, suit, written demand, demand letter,
claim, notice of noncompliance or violation, notice of liability or potential liability,
investigation, proceeding, consent order or consent agreement relating in any way to any
Environmental Law, any Environmental Permit or any Hazardous Material or arising from alleged
injury or threat to health, safety or the environment, including (a) by any Governmental Person for
enforcement, cleanup, removal, response, remedial or other action or damages and (b) by any Person
for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time-to-time, and the regulations promulgated thereunder and rulings issued thereunder.



     “ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member
of the Borrower’s controlled group, or is under common control with the Borrower, within the
meaning of Section 414 of the Code and the regulations promulgated and rulings issued thereunder.



     “ERISA Event” means (a) a Reportable Event with respect to a Plan; (b) a withdrawal by
the Borrower or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year
in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan;
(e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.



     “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Federal Reserve Board (or any successor), as in effect from time-to-time.



-9-









 





     “Eurodollar Lending Office” means, with respect to any Bank, the office of such Bank
specified as its “Eurodollar Lending Office” in its Administrative Questionnaire (or, if no such
office is specified, its Domestic Lending Office) or such other office of such Bank as such Bank
may from time to time specify to the Borrower and the Administrative Agent.



     “Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate
Advance:



     (a) the rate per annum equal to the rate determined by the Administrative Agent to be the
offered rate that appears on the page of the Telerate screen (or any successor thereto) that
displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period, or



     (b) if the rate referenced in the preceding clause (a) does not appear on such page or service
or such page or service shall not be available, the rate per annum equal to the rate determined by
the Administrative Agent to be the offered rate on such other page or other service that displays
an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for
delivery on the first day of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of
such Interest Period, or



     (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate
per annum determined by the Administrative Agent as the rate of interest 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 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 4:00
p.m. (London time) two Business Days prior to the first day of such Interest Period.



     “Eurodollar Rate Advance” means an Advance which bears interest as provided in Section
2.07(b).



     “Eurodollar Rate Reserve Percentage” of any Bank for the Interest Period for any
Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if
more than one such percentage shall be so applicable, the daily average of such percentages for
those days in such Interest Period during which any such percentage shall be so applicable) under
regulations issued from time-to-time by the Federal Reserve Board for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for such Bank with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest Period.



     “Event of Default” has the meaning specified in Section 7.01.



-10-









 





     “Existing Letters of Credit” means, collectively, the letters of credit issued under
the Existing Credit Agreement and outstanding on the Effective Date, including, without limitation,
those listed on Schedule 2.13.



     “Expiration Date” means, with respect to any Letter of Credit, the date on which such
Letter of Credit will expire or terminate in accordance with its terms.



     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the Administrative
Agent.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System or
any of its successors.



     “Fee Letter” has the meaning specified in Section 2.06(b).



     “Finance Entity” means any Subsidiary of the Borrower that is not also a Subsidiary of
Crosstex Energy Services, L.P. and that is formed for the purpose of issuing Debt specifically
permitted by Section 6.02(k).



     “Financial Letter of Credit” means a Letter of Credit qualifying as a “financial
guarantee-type letter of credit” under 12 CFR Part 3, Appendix A, Section 3(b)(1)(i) or any
successor U.S. Comptroller of the Currency regulation and issued by an Issuing Bank under the terms
of this Agreement.



     “Financial Statements” means the financial statements referred to in Section 5.01.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.



     “Funded Debt” of any Person means Debt of such Person as described in clauses (a),
(b), (d) and (e) of the definition of “Debt” in this Section 1.01.



     “GAAP” means United States generally accepted accounting principles as in effect from
time to time, applied on a basis consistent with the requirements of Section 1.03.



     “General Partner” means Crosstex Energy GP, L.P., a Delaware limited partnership.



-11-









 





     “Governmental Action” means any authorization, approval, consent, waiver, exception,
license, filing, registration, permit, notarization or other requirement of any Governmental
Person.



     “Governmental Person” means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



     “Governmental Rule” means any treaty, law, rule, regulation, ordinance, order, code,
interpretation, judgment, writ, injunction, decree, determination, award, directive, guideline,
request, policy or similar form of decision of any Governmental Person, referee or arbitrator.



     “Guarantor” means as of the Effective Date, each of the Persons listed on Schedule
1.01, and thereafter, each of the present and future direct and indirect Material Subsidiaries
of the Borrower (other than any Material Subsidiary of the Borrower that is not organized in a
jurisdiction in the United States of America if the Guaranty by such Material Subsidiary could
reasonably be expected to have material adverse tax consequences on the Borrower or any
Subsidiary), and “Guarantors” means all such Guarantors collectively.



     “Guarantor Security Agreement” means each of the Second Amended and Restated
Subsidiary Security Agreements between each of the Guarantors and the Collateral Agent, in form and
substance reasonably satisfactory to the Collateral Agent and the Banks, as each may be amended,
modified or supplemented from time-to-time in accordance with its terms, and “Guarantor Security
Agreements” shall mean all such Guarantor Security Agreements collectively.



     “Guaranty” means each of the Guaranties executed by each Guarantor, in form and
substance reasonably satisfactory to the Administrative Agent and the Banks, as each may be amended
from time to time in accordance with its terms, and “Guaranties” shall mean all such Guaranties
collectively.



     “Hazardous Material” means any substance or material described as a toxic or hazardous
substance, waste or material or as a pollutant, contaminant or infectious waste, or words of
similar import, in any Environmental Law, including asbestos, petroleum (including crude oil and
any fraction thereof, natural gas, natural-gas liquid, liquefied natural gas and synthetic gas
usable for fuel, and any mixture of any of the foregoing), polychlorinated biphenyls, urea
formaldehyde, radon gas, radioactive matter, and chemicals that may cause cancer or reproductive
toxicity.



     “Holder” means a holder of any Private Note and “Holders” means all the
holders of the Private Notes from time to time.



     “Hydrocarbon Hedge Agreement” means a swap, collar, floor, cap, option or other
derivative contract which is intended to reduce or eliminate the risk of fluctuations in the price
of Hydrocarbons.



-12-









 





     “Hydrocarbons” means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural
gasoline, condensate, distillate, and all other liquid and gaseous hydrocarbons produced or to be
produced in conjunction therewith from a well bore and all products, by-products, and other
substances derived therefrom or the processing thereof, and all other minerals and substances
produced in conjunction with such substances, including, but not limited to, sulfur, geothermal
steam, water, carbon dioxide, helium, and any and all minerals, ores, or substances of value and
the products and proceeds therefrom.



     “Intercreditor Agreement” means the Amended and Restated Intercreditor Agreement and
Collateral Agency Agreement dated as of March 31, 2005 among the Collateral Agent, the
Administrative Agent, the Banks, the Noteholders (as defined therein) party to the Note Agreement,
and the Bank Affiliated Counterparties (as defined therein) party thereto.



     “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) Interest Expense 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, whether paid or accrued, 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 and on a pro
forma basis at any time that EBITDA is being determined on such a basis.



     “Interest Period” means for each Eurodollar Rate Advance comprising part of the same
Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any
Reference Rate Advance into such an Advance and ending on the last day of the period selected by
the Borrower pursuant to the provisions below or by Section 2.02 and thereafter, each subsequent
period commencing on the last day of the immediately preceding Interest Period and ending on the
last day of the period selected by the Borrower pursuant to the provisions below or by Section
2.02. The duration of each such Interest Period shall be one, two, three, or six months, in each
case as the Borrower may select in the applicable Notice of Conversion or Continuation;
provided, however, that:



     (a) the Borrower may not select any Interest Period for any Advance which ends after any
principal repayment date unless, after giving effect to such selection, the aggregate unpaid
principal amount of Advances that are Reference Rate Advances and Advances having Interest Periods
which end on or before such principal repayment date shall be at least equal to the amount of
Advances due and payable on or before such date;



     (b) whenever the last day of any Interest Period would otherwise occur on a day other than a
Business Day, the last day of such Interest Period shall be extended to occur on the next
succeeding Business Day; provided that if such extension would cause the last day of such
Interest Period to occur in the next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day; and



-13-









 





     (c) any Interest Period which begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the calendar month in which it would have
ended if there were a numerically corresponding day in such calendar month.




     “Interest Rate Contract” means an interest rate protection agreement, interest rate
future, interest rate option, interest rate swap, interest rate cap, collar or other interest rate
hedge arrangement, to or under which the Borrower or any Subsidiary is or becomes a party.



     “Issuing Bank” means, as the context may require, (a) Bank of America, with respect to
Letters of Credit issued by it, (b) UBOC, with respect to Letters of Credit issued by it, (c) with
respect to each Existing Letter of Credit, UBOC, or (d) collectively, all the foregoing. Any
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.



     “L/C Advance” means, with respect to each Bank, such Bank’s funding of its
participation in any L/C Borrowing in accordance with its Pro Rata Share.



     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.



     “Lead Arranger” means Banc of America Securities LLC.



     “Letter of Credit” means, individually, any letter of credit issued by the Issuing
Bank which is subject to this Agreement and shall include the Existing Letters of Credit and
“Letters of Credit” means all such letters of credit collectively.



     “Letter of Credit Application” means the Issuing Bank’s standard form letter of credit
application for either a Performance Letter of Credit or Financial Letter of Credit, as the case
may be, which has been executed by the Borrower and accepted by the Issuing Bank in connection with
the issuance or amendment of a Letter of Credit.



     “Letter of Credit Documents” means all Letters of Credit, Letter of Credit
Applications, and agreements, documents, and instruments entered into in connection with or
relating thereto.



     “Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit plus (b) the aggregate of all Unreimbursed
Amounts, including all L/C Borrowings at such time.



     “Letter of Credit Obligations” means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed
Amounts, including all L/C Borrowings. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may still be drawn
thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed to be “outstanding” in the amount so remaining available to be drawn.



-14-









 





     “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.



     “Lien” means, with respect to any Property, (a) any lien, charge, option, claim, deed
of trust, mortgage, security interest, pledge or other encumbrance, or any other type of
preferential arrangement of any kind, in respect of such Property, including any easement, right of
way or other encumbrance on title to real property, or (b) the interest of a vendor or lessor under
any conditional-sale agreement, capital lease or other title-retention agreement relating to such
Property.



     “Limited Partners” means Crosstex Holdings, L.P., a Delaware limited partnership, and
each of the other limited partners of the Borrower.



     “Louisiana Guarantors” means each of Crosstex LIG, LLC and Crosstex Tuscaloosa, LLC.



     “Majority Banks” means, at any time, Banks having at least 50.1% of the aggregate
amount of the Commitments at such time or, if the Commitments have been terminated, then Banks
holding at least 50.1% of the then aggregate unpaid principal amount of the Advances held by the
Banks and the Letter of Credit Exposure of the Banks at such time.



     “Material Adverse Effect” shall mean a material adverse effect on (a) the business,
assets, properties, liabilities (actual and contingent), operations or condition (financial or
otherwise) of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower
or any Guarantor to perform its obligations under this Agreement or any of the Credit Documents or
(c) the rights and remedies of the Administrative Agent or the Banks under this Agreement or any of
the Credit Documents.



     “Material Subsidiary” means shall mean a Subsidiary of the Borrower having: (a) assets
of $10,000,000 or more or (b) EBITDA (calculated on a separate basis) of $2,500,000 or more.



     “Maximum Rate” means the maximum nonusurious interest rate under applicable law.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Mortgaged Property” means the aggregate of all of the “Mortgaged Property” and “Trust
Property” as defined in all of the Mortgages.



     “Mortgages” means, collectively, each of the Deed of Trust, Security Agreement,
Financing Statement and Assignments executed by the Borrower or any Subsidiary in favor of the
Collateral Agent for its benefit and the ratable benefit of the Banks in form and substance
reasonably satisfactory to the Collateral Agent and the Banks, as the same may be amended, modified
or supplemented from time-to-time.



     “Multiemployer Plan” means a “multiemployer plan,” as defined in Section 4001(a)(3) of
ERISA and subject to Title IV thereof, to which the Borrower or any ERISA Affiliate is making



-15-









 




or accruing an obligation to make contributions, or has within any of the preceding five plan
years made or accrued an obligation to make contributions, such plan being maintained pursuant to
one or more collective-bargaining agreements.




     “Multiple Employer Plan” means a “single employer plan,” as defined in Section
4001(a)(15) of ERISA and subject to Title IV thereof, that (a) is maintained by the Borrower or an
ERISA Affiliate and at least one Person other than the Borrower and its ERISA Affiliates or (b) was
so maintained previously, but is not currently maintained by the Borrower or its ERISA Affiliates,
and in respect of which the Borrower or an ERISA Affiliate would still have liability under Section
4063, 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.



     “Net Cash Proceeds” means (a) in connection with any Asset Disposition or Recovery
Event, the proceeds thereof in the form of cash and cash equivalents (including any such proceeds
received by way of deferred payment of principal pursuant to a note or installment receivable or
purchase price adjustment receivable or otherwise, but only as and when received) of such Asset
Disposition or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees
and insurance consultant fees, amounts required to be applied to the repayment of Debt secured by a
Lien permitted hereunder on any asset which is the subject of such Asset Disposition or Recovery
Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses
actually incurred in connection therewith and net of taxes paid or reasonably estimated to be
payable as a result thereof within two years of the date of the relevant Asset Disposition or
Recovery Event as a result of any gain recognized in connection therewith (after taking into
account any applicable tax credits or deductions and any tax sharing arrangements) and (b) in
connection with any issuance or sale of debt securities or instruments or the incurrence of loans,
the cash proceeds or cash equivalents received from such issuance or incurrence, net of attorneys’
fees, investment banking fees, brokerage, finder’s or similar fees, accountants’ fees, underwriting
discounts and commissions and other customary fees and expenses actually incurred in connection
therewith



     “Net Income” means, for any period for which such amount is being determined, the
Consolidated net income of the Borrower and its Subsidiaries, as determined in accordance with GAAP
consistently applied, excluding, however, any net gain or loss from extraordinary items, including
but not limited to any net gain or loss during such period arising from the sale, exchange, or
other disposition of capital assets other than in the ordinary course of business.



     “Note” means a promissory note of the Borrower payable to the order of any Bank in
substantially the form of the attached Exhibit A, evidencing indebtedness of the Borrower
to such Bank resulting from any Advance by such Bank.



     “Note Agreement” means the Amended and Restated Master Shelf Agreement dated as of
March 31, 2005 among the Borrower, the Predecessor Borrower, Prudential Investment Management, Inc.
and each of the existing noteholders party thereto, as the same may be amended, modified or
supplemented from time-to-time as permitted by this Agreement.



     “Note Obligations” means “Obligations” as defined in the Note Agreement.



-16-









 





     “Notice of Borrowing” means a notice of borrowing in the form of the attached
Exhibit B signed by a Responsible Officer.



     “Notice of Conversion or Continuation” means a notice of conversion or continuation in
the form of the attached Exhibit C signed by a Responsible Officer.



     “Obligations” means the principal, interest, fees, Letter of Credit commissions,
charges, expenses, attorneys’ fees and disbursements, indemnities and any other amounts payable by
the Borrower and the Guarantors to the Administrative Agent, the Collateral Agent and the Banks
under the Credit Documents, including without limitation, the Letter of Credit Obligations.



     “Omnibus Agreement” means the Omnibus Agreement among the Borrower, the General
Partner, the Ultimate General Partner, Crosstex Energy, Inc. and Crosstex Energy Services, L.P.



     “Participant” has the meaning specified in Section 9.06(e).



     “Partners” means the General Partner and the Limited Partners.



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Performance Letter of Credit” means a Letter of Credit qualifying as a
“performance-based standby letter of credit” under 12 CFR Part 3, Appendix A, Section 3(b)(2)(i) or
any successor U.S. Comptroller of the Currency regulation and issued by an Issuing Bank under the
terms of this Agreement.



     “Permitted Investments” means investments having a maturity of not greater than 3
months from the date of acquisition thereof in (a) obligations issued or unconditionally guaranteed
by the United States of America or issued by any agency thereof and backed by the full faith and
credit of the United States of America, (b) demand deposits and certificates of deposit (located
in the United States of America) of any Bank or any other commercial bank organized under the laws
of the United States of America or any state thereof and having combined capital and surplus of at
least $500,000,000, (c) commercial paper with a rating of at least “Prime-l” by Moody’s Investors
Service, Inc. or “A-l” by Standard & Poor’s Ratings Group or (d) other investments agreed to from
time to time between the Borrower and the Administrative Agent.



     “Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding has been commenced that has not been stayed or bonded
pending appeal: (a) Liens for taxes, assessments and governmental charges or levies, to the extent
the same are not yet due or are being contested in good faith by proper proceedings and appropriate
reserves are being maintained for the same; (b) Liens imposed by law, such as materialmen’s,
mechanics’, carriers’, workmen’s, repairmen’s and bankers’ Liens and other similar Liens arising in
the ordinary course of business securing obligations that are not overdue for a period of more than
60 days or that are being contested in good faith and by proper proceedings and as to which
appropriate reserves are being maintained; (c) pledges or deposits to secure obligations under
workers’ compensation laws or similar legislation or to secure public or statutory obligations; (d)
easements, rights of way, landlord’s liens and other encumbrances on title to real property that do
not materially and adversely affect the value of such property or the



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use of such property by the Borrower or any Subsidiary for its current purposes; (e) deposits
to secure the performance of bids, trade contracts (other than for borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds and other obligations of like
nature incurred in the ordinary course of business; and (f) Liens arising by reason of any judgment
or order of any Governmental Person, referee or arbitrator if appropriate legal proceedings for the
review of such judgment or order are being diligently prosecuted and execution or enforcement
thereof is stayed pending appeal.




     “Person” means an individual, partnership, corporation (including a business trust),
limited liability partnership, limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or any political
subdivision or agency thereof or any trustee, receiver, custodian or similar official.



     “Pipeline Entities” means Crosstex Pipeline, LLC, a Texas limited liability company,
and Crosstex Pipeline Partners, Ltd., a Texas limited partnership.



     “Plan” means a Single Employer Plan or a Multiple Employer Plan.



     “Private Notes” shall mean the Series A Notes, Series B Notes, Series C Notes and any
Additional Notes.



     “Property” of any Person means any property or assets (whether real, personal, or
mixed, tangible or intangible) of such Person.



     “Pro Rata Share” means, with respect to any Bank, either (a) the ratio (expressed as a
percentage) of such Bank’s Commitment at such time to the aggregate Commitments at such time or (b)
if the Commitments have been terminated, the ratio (expressed as a percentage) of such Bank’s
aggregate outstanding Advances and Letter of Credit Exposure at such time to the aggregate
outstanding Advances and Letter of Credit Exposure of all the Banks at such time.



     “Qualifying Owners” means (a) the significant owners of the ultimate parent company of
the General Partner, Crosstex Energy, Inc., on the date hereof, consisting of Yorktown Energy
Partners IV, L.P., Yorktown Energy Partners V, L.P., Lubar Nominees and Barry E. Davis or any
Affiliate of the foregoing, (b) Crosstex Energy, Inc. and its Affiliates and (c) any transferee of
any of the foregoing to the extent such transferee is approved by a majority of the ownership
interests of the then-existing Qualifying Owners (other than the transferor) or any Affiliate of
the foregoing.



     “Quarterly Distributions” means cash distributions by the Borrower to the Partners
during any fiscal quarter in amounts that do not exceed the Available Cash for the immediately
preceding fiscal quarter.



     “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.



     “Reference Rate” means for any day a fluctuating rate per annum equal to the higher of
(a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as




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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.




     “Reference Rate Advances” means an Advance which bears interest as provided in Section
2.07(a).



     “Register” has the meaning set forth in paragraph (c) of Section 9.06.



     “Regulations T, U and X” means Regulations T, U and X of the Federal Reserve Board, as
the same are from time-to-time in effect, and all official rulings and interpretations thereunder
or thereof.



     “Reinvestment Deferred Amount” with respect to any Reinvestment Event, the aggregate
Net Cash Proceeds received by the Borrower or any of its Subsidiaries in connection therewith that
are not required to be applied to prepay the Advances pursuant to Section 2.04 as a result of the
delivery of a Reinvestment Notice.



     “Reinvestment Event” means any Asset Disposition or 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 Asset Disposition or Recovery Event to acquire assets useful in its business
and/or to repair Property, as applicable.



     “Reinvestment Prepayment Amount” means with respect to any Reinvestment Event, the
Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant
Reinvestment Prepayment Date, and in any event expended prior to the date on which the Borrower
would otherwise be required to apply such Reinvestment Deferred Amount to repay any other Debt of
the Borrower or any of its Subsidiaries, to acquire assets useful in the business of any such
Person and/or to repair Property, as applicable.



     “Reinvestment Prepayment Date” means with respect to any Reinvestment Event, the
earlier of (a) the date occurring 270 days after such Reinvestment Event or, provided that the
Borrower (directly or indirectly through a Subsidiary) has entered into a binding contract to
acquire assets useful in its business and/or to repair Property, as applicable, such later date as
is reasonably determined by the Borrower and notified to the Administrative Agent to be the
earliest date on which the Borrower (directly or indirectly through a Subsidiary), shall have,
using diligent efforts, (i) completed acquiring assets useful in its business and/or (ii) repaired
Property, as applicable and (b) the date on which the Borrower (directly or indirectly through a
Subsidiary) shall have determined not to, or shall have otherwise ceased to, acquire assets useful
in its business and/or to repair Property, as applicable, with all or any portion of the relevant
Reinvestment Deferred Amount.



-19-









 





     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived.



     “Responsible Officer” means the Chief Executive Officer, President, Chief Financial
Officer, any Executive Vice President, any Senior Vice President, the Vice President of Finance,
Treasurer or Assistant Treasurer of the Ultimate General Partner.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.



     “Scheduled Completion Date” means, with respect to the construction of any Property,
the date indicated as the Company’s good faith estimate of the scheduled date of the completion of
such construction in the first certificate sent by the Borrower pursuant to Sections 5.01(c) or
5.01(d) which includes the first calculation of Pro Forma EBITDA for such specific project.



     “Security Agreements” means, collectively, the Borrower Security Agreement and the
Guarantor Security Agreements.



     “Security Documents” means, collectively, (a) the Security Agreements, (b) the
Mortgages, (c) each other agreement, instrument or document executed at any time in connection with
the Security Agreements or the Mortgages, and (d) each other agreement, instrument or document
executed at any time in connection with securing the Obligations.



     “Series A Notes” shall mean $30,000,000 aggregate principal amount of the Borrower’s
6.95% Senior Secured Notes, Series A, due June 1, 2010, together with any notes of such series
issued in substitution or exchange therefor pursuant to the Note Agreement.



     “Series B Notes” shall mean $10,000,000 aggregate principal amount of the Borrower’s
6.88% Senior Secured Notes, Series B, due July 1, 2010, together with any notes of such series
issued in substitution or exchange therefor pursuant to the Note Agreement.



     “Series C Notes” shall mean $75,000,000 aggregate principal amount of the Borrower’s
6.96% Senior Secured Notes, Series C, due June 18, 2014, together with any notes of such series
issued in substitution or exchange therefor pursuant to the Note Agreement.



     “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15)
of ERISA and subject to Title IV thereof, that (a) is maintained by the Borrower or an ERISA
Affiliate and no Person other than the Borrower and its ERISA Affiliates or (b) was so maintained
previously, but is not currently maintained by the Borrower or its ERISA Affiliates, and in respect
of which the Borrower or an ERISA Affiliate would still have liability under Section 4069 of ERISA
in the event such plan has been or were to be terminated.



     “Solvent” means with respect to any Person, as of any date of determination, (a) the
amount of the “present fair saleable value” of the assets of such Person will, as of such date,



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exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such
date, as such quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair saleable value of the
assets of such Person will, as of such date, be greater than the amount that will be required to
pay the probable liability of such Person on its debts as such debts become absolute and matured,
(c) such Person will not have, as of such date, an unreasonably small amount of capital with which
to conduct its business, and (d) such Person will be able to pay its debts as they mature. For
purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any
(x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured
or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured or unmatured, disputed, undisputed, secured or unsecured.




     “Subsidiary” of a Person means any corporation or other entity of which more than 50%
of the outstanding capital stock or other equity ownership interests having ordinary voting power
to elect a majority of the board of directors of such corporation (irrespective of whether at such
time capital stock of any other class or classes or other equity ownership interests of such
corporation shall or might have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned by such Person, by such Person and one or more Subsidiaries of such
Person or by one or more Subsidiaries of such Person. Unless otherwise specified, “Subsidiary”
means a Subsidiary of the Borrower.



     “Syndication Agent” means Union Bank of California, N.A.



     “Termination Date” means the earlier of (a) March 31, 2010, (b) the acceleration of
the maturity of the Advances and the termination of the Banks’ obligations to provide Advances
pursuant to Article VII and (c) the termination of all of the Commitments pursuant to Section 2.03.



     “Type” has the meaning set forth in Section 1.04.



     “Unreimbursed Amount” has the meaning specified in Section 2.13(c)(i).



     “Ultimate General Partner” means Crosstex Energy GP, LLC, a Delaware limited liability
company, and its successors and permitted assigns as general partner of the General Partner or as
the business entity with the ultimate authority to manage the business and operations of the
Borrower.



     Section 1.02. Computation of Time Periods. In the Credit Documents in the computation
of periods of time from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding”.



     Section 1.03. Accounting Terms; Changes in GAAP.



          (a) All accounting terms not specifically defined in this Agreement shall be construed in
accordance with GAAP applied on a consistent basis with those applied in the preparation of the
Financial Statements.



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          (b) Unless otherwise indicated, all financial statements of the Borrower and its Subsidiaries,
all calculations for compliance with covenants in this Agreement and all calculations of any
amounts to be calculated under the definitions in Section 1.01 shall be based upon the consolidated
accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the
principles applied in preparing the Financial Statements. If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any Credit Document, and
either the Borrower or Majority Banks shall so request, Majority Banks and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP, provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Administrative Agent financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving effect to such
change in GAAP.



     Section 1.04. Types of Advances and Borrowings. Advances are distinguished by “Type.”
The “Type” of an Advance refers to the determination whether such Advance is a Eurodollar Rate
Advance or Reference Rate Advance.



     Section 1.05. Miscellaneous. Article, Section, Schedule and Exhibit references are to
Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified.



     Section 1.06. Times of Day. Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as applicable).



     Section 1.07. Letter of Credit Amounts. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face
amount of such Letter of Credit after giving effect to all increases and/or decreases thereof
contemplated by such Letter of Credit or the Letter of Credit Documents related thereto.



ARTICLE II




CREDIT FACILITIES




     Section 2.01. Making the Advances.



          (a) Advances. Each Bank severally agrees, on the terms and conditions set forth in
this Agreement, to make Advances to the Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in an aggregate outstanding amount up to
but not to exceed at any time outstanding its Commitment, as such amount may be reduced pursuant to
Section 2.03, 7.02, and 7.03; provided, however that the aggregate outstanding
principal amount of all Advances plus the Letter of Credit Exposure shall not at any time exceed
the aggregate Commitments.



          (b) Generally. Each Borrowing shall, in the case of Borrowings consisting of
Reference Rate Advances, be in an aggregate amount not less than $500,000 and in integral multiples
of $100,000 in excess thereof, and in the case of Borrowings consisting of Eurodollar



-22-









 




Rate Advances, be in an aggregate amount not less than $1,000,000 or in integral multiples of
$500,000 in excess thereof, and in each case shall consist of Advances of the same Type made on the
same day by the Banks ratably according to their respective Commitments. Within the limits of each
Bank’s Commitment, and subject to the terms of this Agreement, the Borrower may from time to time
borrow, prepay, and reborrow Advances.




          (c) Evidence of Debt.



               (i) The Advances made by each Bank shall be evidenced by one or more accounts or records
maintained by such Bank and by the Administrative Agent in the ordinary course of business. The
accounts or records maintained by the Administrative Agent and each Bank shall be conclusive absent
manifest error of the amount of the Advances made by the Banks to the Borrower and the interest and
payments thereon. Any failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to
the Obligations. In the event of any conflict between the accounts and records maintained by any
Bank and the accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.
Upon the request of any Bank made through the Administrative Agent, the Borrower shall execute and
deliver to such Bank (through the Administrative Agent) a Note, which shall evidence such Bank’s
Advances in addition to such accounts or records. Each Bank may attach schedules to its Note and
endorse thereon the date, Type (if applicable), amount and maturity of its Advances and payments
with respect thereto.



               (ii) In addition to the accounts and records referred to in subsection (i), each Bank and the
Administrative Agent shall maintain in accordance with its usual practice accounts or records
evidencing the purchases and sales by such Bank of participations in Letters of Credit. In the
event of any conflict between the accounts and records maintained by the Administrative Agent and
the accounts and records of any Bank in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.



     Section 2.02. Method of Borrowing.



          (a) Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing (or by
telephone notice promptly confirmed in writing by a Notice of Borrowing), given not later than (i)
11:00 a.m. on the third Business Day before the date of the proposed Borrowing, in the case of a
Eurodollar Rate Borrowing or (ii) 1:00 p.m. on the Business Day of the proposed Borrowing, in the
case of a Reference Rate Borrowing, by the Borrower to the Administrative Agent, which shall in
turn give to each Bank prompt notice of such proposed Borrowing by telecopier or telex. Each
Notice of Borrowing shall be given by telecopier or telex, confirmed immediately in writing, or
other written notice specifying the information required therein. In the case of a proposed
Borrowing comprised of Eurodollar Rate Advances, the Administrative Agent shall promptly notify
each Bank of the applicable interest rate under Section 2.07(b). Each Bank shall, before 2:00 p.m.
on the date of such Borrowing, make available for the account of its Applicable Lending Office to
the Administrative Agent’s Office in same day funds, such Bank’s Pro Rata Share of such Borrowing.
After the Administrative Agent’s receipt of such funds and



-23-









 




upon fulfillment of the applicable conditions set forth in Article III, the Administrative
Agent shall make such funds available to the Borrower at its account with the Administrative Agent.




          (b) Conversions and Continuations. The Borrower may elect to Convert or continue any
Borrowing under this Section 2.02 by delivering an irrevocable Notice of Conversion or Continuation
to the Administrative Agent at the Administrative Agent’s office no later than (i) 11:00 a.m. on
the date which is at least three Business Days in advance of the proposed Conversion or
continuation date in the case of a Conversion to or a continuation of a Borrowing comprised of
Eurodollar Rate Advances and (ii) 1:00 p.m. on the Business Day of the proposed conversion date in
the case of a Conversion to Borrowing comprised of Reference Rate Advance. Each such Notice of
Conversion or Continuation shall be in writing or by telex or telecopier, confirmed immediately in
writing, or other written notice specifying the information required therein. Promptly after
receipt of a Notice of Conversion or Continuation under this Section, the Administrative Agent
shall provide each Bank with a copy thereof and, in the case of a Conversion to or a Continuation
of a Borrowing comprised of Eurodollar Rate Advances, notify each Bank of the applicable interest
rate under Section 2.07(b). No such Conversion or continuation shall be deemed the making of a new
Advance for purposes of this Agreement, including without limitation Article III.



          (c) Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above:



               (i) at no time shall there be more than six Interest Periods applicable to outstanding
Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing
at any time that a Default has occurred and is continuing;



               (ii) if any Bank shall at least one Business Day before the date of any requested Borrowing,
Conversion or continuation, notify the Administrative Agent that the introduction of or any change
in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or
other Governmental Person asserts that it is unlawful, for such Bank or its Eurodollar Lending
Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund
or maintain Eurodollar Rate Advances, the right of the Borrower to select Eurodollar Rate Advances
from such Bank shall be suspended until such Bank shall notify the Administrative Agent that the
circumstances causing such suspension no longer exist, and the Advance made by such Bank in respect
of such Borrowing, Conversion or continuation shall be a Reference Rate Advance;



               (iii) if the Administrative Agent is unable to determine in good faith the Eurodollar Rate for
Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select
Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended
until the Administrative Agent shall notify the Borrower and the Banks that the circumstances
causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a
Reference Rate Advance;



               (iv) if the Majority Banks shall, at least one Business Day before the date of any requested
Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances
comprising such Borrowing will not adequately reflect the cost to



-24-









 




such Banks of making or funding their respective Eurodollar Rate Advances, as the case may be,
for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing
or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the
Borrower and the Banks that the circumstances causing such suspension no longer exist, and each
Advance comprising such Borrowing shall be a Reference Rate Advance; and




               (v) if the Borrower shall fail to select the duration or continuation of any Interest Period
for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of
“Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall so notify
the Borrower and the Banks and such Advances shall be made available to the Borrower on the date of
such Borrowing as Reference Rate Advances or, if an existing Advance, Converted into Reference Rate
Advances.



          (d) Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion or
Continuation, once delivered, shall be irrevocable and binding on the Borrower. In the case of any
Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate
Advances, the Borrower shall indemnify each Bank against any loss, out-of-pocket cost or expense
incurred by such Bank as a result of any failure by the Borrower to fulfill on or before the date
specified in such Notice of Borrowing, the applicable conditions set forth in Article III,
including, without limitation, any loss (including any loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired
by such Bank to fund the Advance to be made by such Bank as part of such Borrowing when such
Advance, as a result of such failure, is not made on such date.



          (e) Funding by Banks; Presumption by Administrative Agent. Unless the Administrative
Agent shall have received notice from a Bank prior to the proposed date of any Borrowing that such
Bank will not make available to the Administrative Agent such Bank’s share of such Borrowing, the
Administrative Agent may assume that such Bank has made such share available on such date in
accordance with Section 2.02 and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Bank and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in immediately available funds with interest thereon, for each day from and including the
date such amount is made available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (a) in the case of a payment to be made by such Bank, the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation and (B) in the case of a payment to be made by the
Borrower, the interest rate applicable to Reference Rate Advances. If the Borrower and such Bank
shall pay such interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the
Borrower for such period. If such Bank pays its share of the applicable Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Bank’s Advance included in such
Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may
have against a Bank that shall have failed to make such payment to the Administrative Agent. A
notice of the



-25-









 




Administrative Agent to any Bank or the Borrower with respect to any amount owing under this
subsection (e) shall be conclusive, absent manifest error.




          (f) Obligations of Banks Several. The obligations of the Banks hereunder to make
Advances, to fund participations in Letters of Credit and to make payments pursuant to Section
9.04(c) are several and not joint. The failure of any Bank to make any Advance, to fund any
such participation or to make any payment under Section 9.04(c) on any date required
hereunder shall not relieve any other Bank of its corresponding obligation to do so on such date,
and no Bank shall be responsible for the failure of any other Bank to so make its Advance, to
purchase its participation or to make its payment under Section 9.04(c).



     Section 2.03. Reduction of the Commitments.



          (a) The Borrower shall have the right, upon at least three Business Days’ irrevocable notice
to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portion of
the Commitments; provided that (i) each partial reduction shall be in the aggregate amount of
$1,000,000 or an integral multiple of $500,000 and (ii) the Borrower shall not terminate or reduce
the aggregate Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the aggregate amount of Advances plus the Letter of Credit Exposure would exceed the
aggregate Commitments.



          (b) Any reduction and termination of the Commitments pursuant to this Section 2.03 shall be
applied ratably to each Bank’s Commitment and shall be permanent, with no obligation of the Banks
to reinstate such Commitments and the commitment fees provided for in Section 2.06(a) shall
thereafter be computed on the basis of the Commitments, as so reduced.



     Section 2.04. Prepayment of Advances.



          (a) Optional. The Borrower may prepay all Advances at any time, without premium or
penalty, after giving by 12:00 p.m. (i) in the case of Eurodollar Rate Advances, at least three
Business Days’ or (ii) in case of Reference Rate Advances, on the same Business Day, irrevocable
prior written notice to the Administrative Agent stating the proposed date and aggregate principal
amount of such prepayment. If any such notice is given, the Borrower shall prepay Advances
comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount
equal to the amount specified in such notice, together with accrued interest to the date of such
prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to
Section 2.10 as a result of such prepayment being made on such date; provided,
however, that each partial prepayment with respect to: (a) any Borrowing comprised of
Reference Rate Advances shall be made in an initial minimum aggregate principal amount of $500,000
and thereafter in $100,000 multiples and in an aggregate principal amount such that after giving
effect thereto such Borrowing shall have a principal amount outstanding of at least $500,000 and
(b) any Borrowing comprised of Eurodollar Rate Advances shall be made in an initial minimum
aggregate principal amount of $1,000,000 and thereafter in $500,000 multiples and in an aggregate
principal amount such that after giving effect thereto such Borrowing shall have a principal amount
outstanding of at least $1,000,000. Full prepayments of any Borrowing are permitted without
restriction of amounts. Each prepayment under this Section 2.04(a) shall be allocated between the
Advances as determined by the Borrower.



-26-









 





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



               (ii) Asset Disposition. If the Borrower or any of its Subsidiaries shall receive Net
Cash Proceeds from any Asset Disposition in excess of $20,000,000 or any Recovery Event in excess
of $20,000,000 (except (i) to the extent that a Reinvestment Notice shall be delivered in respect
of such Asset Disposition or Recovery Event or (ii) 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 such Net Cash Proceeds, 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 whether the Net Cash Proceeds
received from an Asset Disposition exceed $20,000,000 or from a Recovery Event exceed $20,000,000,
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 a consent to the consummation of any Disposition not
permitted by Section 6.04.



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



               (iv) 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.



          (c) Illegality. If any Bank shall notify the Administrative Agent and the Borrower
that the introduction of or any change in or in the interpretation of any law or regulation makes
it unlawful, or that any central bank or other Governmental Person asserts that



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it is unlawful for such Bank or its Eurodollar Lending Office to perform its obligations under
this Agreement to maintain any Eurodollar Rate Advances of such Bank then outstanding hereunder,
(i) the Borrower shall (a) if not prohibited by law, on the last day of the Interest Period for
each outstanding Eurodollar Rate Advance made by such Bank or (b) if required by such notice, on
the second Business Day following its receipt of such notice prepay all of the Eurodollar Rate
Advances made by such Bank then outstanding, together with accrued interest on the principal 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 being made on such date, (ii) such Bank shall simultaneously
make a Reference Rate Advance to the Borrower on such date in an amount equal to the aggregate
principal amount of the Eurodollar Rate Advances prepaid to such Bank, and (iii) the right of the
Borrower to select Eurodollar Rate Advances from such Bank for any subsequent Borrowing shall be
suspended until such Bank shall notify the Administrative Agent that the circumstances causing such
suspension no longer exist; provided, that such Bank agrees to use reasonable efforts to
designate a different Applicable Lending Office if the making of such designation would avoid such
payment, and would not, in its reasonable judgment, be otherwise disadvantageous to such Bank.




          (d) No Additional Right; Ratable Prepayment. The Borrower shall have no right to
prepay any principal amount of any Advance except as provided in this Section 2.04, and all notices
given pursuant to this Section 2.04 shall be irrevocable and binding upon the Borrower. Each
payment of any Advance pursuant to this Section 2.04 shall be made in a manner such that all
Advances comprising part of the same Borrowing are paid in whole or ratably in part.



     Section 2.05. Repayment of Advances. The Borrower shall repay the outstanding
principal amount of the Advances outstanding on the Termination Date.



     Section 2.06. Fees.



          (a) Commitment Fees.



               (i) The Borrower agrees to pay to the Administrative Agent for the account of each Bank a
commitment fee on the daily amount by which such Bank’s Commitment exceeds the sum of (a) such
Bank’s outstanding Advances and (b) such Bank’s Pro Rata Share of the Letter of Credit Exposure, at
the Applicable Margin for commitment fees from the date of this Agreement until the Termination
Date. The commitment fees shall be due and payable quarterly in arrears on the last day of each
March, June, September and December prior to the Termination Date and on the Termination Date.



          (b) Agent Fees. The Borrower agrees to pay to the Administrative Agent for the
benefit of the Administrative Agent or the Lead Arranger, as applicable, the fees described in the
letter dated as of February 8, 2005 from Bank of America and the Lead Arranger to the Borrower (the
“Fee Letter”).



          (c) Letter of Credit Fees.



               (i) With respect to each Financial Letter of Credit issued hereunder, the Borrower agrees to
pay to (a) the Administrative Agent for the pro rata benefit of the Banks a



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fee per annum equal to the Applicable Margin for letter of credit fees on the aggregate amount
available for drawing from time to time under such Financial Letter of Credit and (b) to the
Issuing Bank a facing fee for each Letter of Credit of .125% per annum of the face amount of such
Letter of Credit. Each such fee shall be payable quarterly in arrears on the last day of each
March, June, September and December prior to the Termination Date and on the Termination Date (or,
if later, the date on which all outstanding Letters of Credit have expired).




               (ii) With respect to each Performance Letter of Credit issued hereunder, the Borrower agrees
to pay to (a) the Administrative Agent for the pro rata benefit of the Banks a one-time letter of
credit fee in an amount equal to the Applicable Margin for letter of credit fees on the initial
stated amount of such Performance Letter of Credit (or, with respect to any subsequent increase to
the stated amount of any such Performance Letter of Credit, such increase in the stated amount)
thereof, such fee to be payable on the date of such issuance, increase or extension and (b) to the
Issuing Bank a facing fee for each Letter of Credit of .125% per annum of the face amount of such
Letter of Credit, payable in advance, commencing on the date of issuance, increase or extension of
such Letter of Credit and quarterly thereafter.



               (iii) The Borrower agrees to pay concurrently with each issuance, negotiation, drawing, or
amendment of each Letter of Credit, to the Issuing Bank for the sole account of the Issuing Bank,
issuance, negotiation, drawing and amendment fees and other standard costs and charges in the
amounts set forth from time to time as the Issuing Bank’s published scheduled fees for such
services.



     Section 2.07. Interest. The Borrower shall pay interest on the unpaid principal
amount of each Advance made by each Bank from the date of such Advance until such principal amount
shall be paid in full, at the following rates per annum:



          (a) Reference Rate Advances. If such Advance is a Reference Rate Advance, a rate per
annum equal at all times to the Adjusted Reference Rate in effect from time to time plus
the Applicable Margin in effect from time to time, payable in arrears on the last day of each
March, June, September and December and on the date such Reference Rate Advance shall be paid in
full, provided that upon the occurrence and during the continuance of any Event of Default,
such Advance shall bear interest at a rate per annum equal at all times to the Adjusted Reference
Rate in effect from time to time plus the Applicable Margin plus 2.00% per annum,
payable on demand.



          (b) Eurodollar Rate Advances. If such Advance is a Eurodollar Rate Advance, a rate
per annum equal at all times during the Interest Period for such Advance to the Eurodollar Rate for
such Interest Period plus the Applicable Margin in effect from time to time, payable on the
last day of such Interest Period, and, in the case of six-month Interest Periods, on the day which
occurs during such Interest Period three months from the first day of such Interest Period,
provided that upon the occurrence and during the continuance of any Event of Default, such
Advance shall bear interest at a rate per annum equal at all times during the Interest Period for
such Advance to the Eurodollar Rate for such Interest Period plus the Applicable Margin
plus 2.00% per annum, payable on demand.



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          (c) Additional Interest on Eurodollar Rate Advances. The Borrower shall pay to each
Bank, so long as any such Bank shall be required under regulations of the Federal Reserve Board to
maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of
such Bank, from the effective date of such Advance until such principal amount is paid in full, at
an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the
Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing
such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of
such Bank for such Interest Period, payable on each date on which interest is payable on such
Advance. Such additional interest payable to any Bank shall be determined by such Bank and
notified to the Borrower through the Administrative Agent (such notice to include the calculation
of such additional interest, which calculation shall be conclusive in the absence of manifest
error).



          (d) Usury Recapture.



               (i) If, with respect to any Bank, the effective rate of interest contracted for under the
Credit Documents, including the stated rates of interest and fees contracted for hereunder and any
other amounts contracted for under the Credit Documents which are deemed to be interest, at any
time exceeds the Maximum Rate, then the outstanding principal amount of the loans made by such Bank
hereunder shall bear interest at a rate which would make the effective rate of interest for such
Bank under the Credit Documents equal the Maximum Rate until the difference between the amounts
which would have been due at the stated rates and the amounts which were due at the Maximum Rate
(the “Lost Interest”) has been recaptured by such Bank.



               (ii) If, when the loans made hereunder are repaid in full, the Lost Interest has not been
fully recaptured by such Bank pursuant to the preceding paragraph, then, to the extent permitted by
law, for the loans made hereunder by such Bank the interest rates charged under Section 2.07
hereunder shall be retroactively increased such that the effective rate of interest under the
Credit Documents was at the Maximum Rate since the effectiveness of this Agreement to the extent
necessary to recapture the Lost Interest not recaptured pursuant to the preceding sentence and, to
the extent allowed by law, the Borrower shall pay to such Bank the amount of the Lost Interest
remaining to be recaptured by such Bank.



               (iii) Notwithstanding the foregoing or any other term in this Agreement and the Credit
Documents to the contrary, it is the intention of each Bank and the Borrower to conform strictly to
any applicable usury laws. Accordingly, if any Bank contracts for, charges, or receives any
consideration which constitutes interest in excess of the Maximum Rate, then any such excess shall
be canceled automatically and, if previously paid, shall at such Bank’s option be applied to the
outstanding amount of the loans made hereunder by such Bank or be refunded to the Borrower.



     Section 2.08. Payments and Computations.



          (a) Payment Procedures. All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff. The



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Borrower shall make each payment under this Agreement and under the Notes not later than 2:00
p.m. on the day when due in Dollars to the Administrative Agent at the Administrative Agent’s
Office in same day funds. The Administrative Agent shall promptly thereafter cause to be
distributed like funds relating to the payment of principal, interest or fees ratably (other than
amounts payable solely to the Administrative Agent, the Issuing Bank or a specific Bank pursuant to
Section 2.06(b), 2.06(c), 2.10, 2.11, 2.12, 2.13, or 9.04) in accordance with each Bank’s Pro Rata
Share to the Banks for the account of their respective Applicable Lending Offices, and like funds
relating to the payment of any other amount payable to any Bank or the Issuing Bank to such Bank
for the account of its Applicable Lending Office, in each case to be allocated between the Types of
Advances and applied in the manner determined by the Administrative Agent in its sole discretion.




          (b) Computations. All computations of interest based on the Reference Rate and of
fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the
case may be, and all computations of interest based on the Eurodollar Rate and the Federal Funds
Rate shall be made by the Administrative Agent, on the basis of a year of 360 days, in each case
for the actual number of days (including the first day, but excluding the last day) occurring in
the period for which such interest or fees are payable. Each determination by the Administrative
Agent of an interest rate or fee shall be conclusive and binding for all purposes, absent manifest
error.



          (c) Non-Business Day Payments. Whenever any payment shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of payment of interest or
fees, as the case may be.



          (d) Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Banks or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Banks or the Issuing Bank, as the case may be, the amount due.
In such event, if the Borrower has not in fact made such payment, then each of the Banks or the
Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Bank or the Issuing Bank, in immediately available
funds with interest thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation. A notice of the Administrative Agent to any Bank or the Borrower
with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest
error.



     Section 2.09. Sharing of Payments, Etc. If any Bank shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of
the Advances or Letter of Credit Obligations made by it in excess of its Pro Rata Share of payments
on account of the Advances or Letter of Credit Obligations obtained by all the Banks, such Bank
shall notify the Administrative Agent and forthwith purchase from the other Banks



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such participations in the Advances made by them or Letter of Credit Obligations held by them
as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each
of them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and
such Bank shall repay to the purchasing Bank the purchase price to the extent of such Bank’s
ratable share (according to the proportion of (a) the amount of the participation sold by such Bank
to the purchasing Bank as a result of such excess payment to (b) the total amount of such excess
payment) of such recovery, together with an amount equal to such Bank’s ratable share (according to
the proportion of (i) the amount of such Bank’s required repayment to the purchasing Bank to (ii)
the total amount of all such required repayments to the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The
Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this
Section 2.09 may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as if such Bank were
the direct creditor of the Borrower in the amount of such participation.




     Section 2.10. Breakage Costs. If (a) any payment of principal of any Eurodollar Rate
Advance is made other than on the last day of the Interest Period for such Advance, whether as a
result of any payment pursuant to Section 2.04, the acceleration of the maturity of the Notes
pursuant to Article VII, or for any other reason or (b) the Borrower fails to make a principal or
interest payment with respect to any Eurodollar Rate Advance on the date such payment is due and
payable, the Borrower shall, within 10 days of any written demand sent by any Bank to the Borrower
through the Administrative Agent (which demand shall provide a statement explaining the amount and
setting forth the computation of any such loss or expense), pay to the Administrative Agent for the
account of such Bank any amounts required to compensate such Bank for any additional losses,
out-of-pocket costs or expenses which it may reasonably incur as a result of such payment or
nonpayment, including, without limitation, any loss (including loss of anticipated profits), cost
or expense incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Bank to fund or maintain such Advance.



     Section 2.11. Increased Costs.



          (a) Eurodollar Rate Advances. If, due to either (i) the introduction of or any change
(other than any change by way of imposition or increase of reserve requirements included in the
Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation occurring
on or after the date of this Agreement or (ii) the compliance with any guideline or request from
any central bank or other Governmental Person (whether or not having the force of law), there shall
be any increase occurring on or after the date of this Agreement in the cost to any Bank of
agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower
shall from time-to-time, upon demand by such Bank (with a copy of such demand to the Administrative
Agent), immediately pay to the Administrative Agent for the account of such Bank additional amounts
sufficient to compensate such Bank for such increased cost; provided, that, before making
any such demand, such Bank agrees to promptly notify the Borrower and to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to designate a
different Applicable Lending Office if the making of such a designation would avoid the need for,
or reduce the amount of, such increased cost and would not, in its reasonable judgment, be
otherwise disadvantageous. A certificate as to the amount of



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such increased cost and detailing the calculation of such cost submitted to the Borrower and
the Administrative Agent by such Bank shall be conclusive and binding for all purposes, absent
manifest error.




          (b) Capital Adequacy. If any Bank or the Issuing Bank reasonably determines that its
required compliance with any law or regulation or any guideline or request from any central bank or
other Governmental Person (whether or not having the force of law) affects or would affect the
amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any
corporation controlling such Bank or the Issuing Bank and that the amount of the capital is
increased by or based upon the existence of such Bank’s commitment to lend or the Issuing Bank’s
commitment to issue the Letters of Credit and other commitments of this type, then, upon 30 days’
prior written notice by such Bank or the Issuing Bank (with a copy of any such demand to the
Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the
account of such Bank or the Issuing Bank, as the case may be, from time-to-time as specified by
such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing
Bank, in light of the circumstances, to the extent that such Bank or the Issuing Bank, as the case
may be, reasonably determines the increase in capital to be allocable to the existence of such
Bank’s commitment to lend or the Issuing Bank’s commitment to issue the Letters of Credit under
this Agreement. A certificate as to the amounts showing in reasonable detail the calculation of
the amounts submitted to the Borrower by such Bank or the Issuing Bank shall be presumptively
correct, absent manifest error.



          (c) Letters of Credit. If any change in any law or regulation or in the
interpretation thereof by any court or administrative or Governmental Person charged with the
administration thereof shall either (i) impose, modify, or deem applicable any reserve, special
deposit, or similar requirement against letters of credit issued by, or assets held by, or deposits
in or for the account of, the Issuing Bank or (ii) impose on the Issuing Bank any other condition
regarding the provisions of this Agreement relating to the Letters of Credit or any Letter of
Credit Obligations, and the result of any event referred to in the preceding clause (i) or (ii)
shall be to increase the cost to the Issuing Bank of issuing or maintaining any Letter of Credit
(which increase in cost shall be determined by the Issuing Bank’s reasonable allocation of the
aggregate of such cost increases resulting from such event), then, upon demand by the Issuing Bank,
the Borrower shall pay to the Administrative Agent for the account of the Issuing Bank, from time
to time as specified by the Issuing Bank, additional amounts which shall be sufficient to
compensate the Issuing Bank for such increased cost. A certificate as to such increased cost
incurred by the Issuing Bank, as a result of any event mentioned in clause (i) or (ii) above, and
detailing the calculation of such increased costs submitted by the Issuing Bank to the Borrower,
shall be conclusive and binding for all purposes, absent manifest error.



     Section 2.12. Taxes.



          (a) No Deduction for Certain Taxes. Any and all payments by the Borrower shall be
made, in accordance with Section 2.08, free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding, in the case of each Bank, the Issuing Bank and the Administrative
Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction (any
political subdivision of the jurisdiction) under the laws of which such Bank, the



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Issuing Bank or the Administrative Agent (as the case may be) is organized or maintains its
Applicable Lending Office (all such income and franchise taxes collectively referred to as
“Excluded Taxes”, and all such taxes, levies, imposts, deductions, charges, withholdings
and liabilities, other than the Excluded Taxes being hereinafter referred to as “Taxes”).
If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable
to any Bank, the Issuing Bank or the Administrative Agent, (i) the sum payable shall be increased
as may be necessary so that, after making all required deductions (including deductions applicable
to additional sums payable under this Section 2.12), such Bank, the Issuing Bank or the
Administrative Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made; (ii) the Borrower shall make such deductions; and (iii)
the Borrower shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law. In addition, the Borrower agrees to pay any present
or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement, the Notes, or the other Credit Documents (hereinafter
referred to as “Other Taxes”).




          (b) Indemnification. The Borrower hereby indemnifies each Bank, the Issuing Bank
and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.12) paid by such Bank, the Issuing Bank or the Administrative Agent, as the case may be,
and any liability arising therefrom or with respect thereto. Each payment required to be made by
the Borrower in respect of this indemnification shall be made to the Administrative Agent for the
benefit of any party claiming such indemnification within 30 days from the date the Borrower
receives written demand therefor from the Administrative Agent on behalf of itself as
Administrative Agent, the Issuing Bank or any such Bank.



          (c) Evidence of Tax Payments. Within 30 days after the date of any payment of Taxes
or Other Taxes, the Borrower will furnish to the Administrative Agent upon request thereby, at its
address referred to in Section 9.02, the original or a certified copy of a receipt evidencing
payment thereof. If no Taxes or Other Taxes are payable in respect of any payment hereunder, the
Borrower will furnish to the Administrative Agent, at such address, a certificate from each
appropriate taxing authority, or an opinion of counsel acceptable to the Administrative Agent, in
either case stating that such payment is exempt from or not subject to Taxes; provided,
however, that such certificate or opinion need only be given if (i) the Borrower makes any
payment from an account located outside the United States or (ii) the payment is made by a payor
that is not a United States Person. For purposes of this Section 2.12 the terms “United States”
and “United States Person” shall have the respective meanings set forth in Section 7701 of the
Code.



          (d) Survival. Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12
shall survive the payment in full of principal and interest hereunder.



-34-









 





          (e) Foreign Bank Withholding Exemption. Each Bank and Issuing Bank that is not
incorporated under the laws of the United States of America or a state thereof agrees that it shall
deliver to the Borrower and the Administrative Agent on the date of this Agreement or upon, and as
a condition to, the effectiveness of any Assignment and Assumption (i) two duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the
case may be, certifying in each case that such Bank is entitled to receive payments under this
Agreement and the Notes payable to it, without deduction or withholding of any United States
federal income taxes, (ii) if applicable, an Internal Revenue Service Form W-8 or W-9 or successor
applicable form, as the case may be, to establish an exemption from United States backup
withholding tax, and (iii) any other governmental forms which are necessary or required under an
applicable tax treaty or otherwise by law to reduce or eliminate any withholding tax, which have
been reasonably requested by the Borrower. Each Bank which delivers to the Borrower and the
Administrative Agent a Form W-8BEN or W-8ECI and Form W-8 or W-9 pursuant to the next preceding
sentence further undertakes to deliver to the Borrower and the Administrative Agent two further
copies of the said letter and Form W-8BEN or W-8ECI and Form W-8 or W-9, or successor applicable
forms, or other manner of certification, as the case may be, on or before the date that any such
letter or form expires or becomes obsolete or after the occurrence of any event requiring a change
in the most recent letter and form previously delivered by it to the Borrower and the
Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the
Borrower and the Administrative Agent certifying in the case of a Form W-8BEN or W-8ECI that such
Bank is entitled to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes. If an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any delivery required by the
preceding sentence would otherwise be required which renders all such forms inapplicable or which
would prevent any Bank from duly completing and delivering any such letter or form with respect to
it and such Bank advises the Borrower and the Administrative Agent that it is not capable of
receiving payments without any deduction or withholding of United States federal income tax, and in
the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax,
such Bank shall not be required to deliver such letter or forms. The Borrower shall withhold tax
at the rate and in the manner required by the laws of the United States with respect to payments
made to a Bank failing to timely provide the requisite Internal Revenue Service forms.



          (f) Change of Applicable Lending Office. Any Bank claiming any additional amount
payable pursuant to this Section 2.12 shall use its reasonable best efforts (consistent with its
internal policy and applicable Governmental Rules) to change the jurisdiction of its lending office
if such a change would avoid the need for, or reduce the amount of, any such additional amount that
may thereafter accrue and would not, in the reasonable judgment of such Bank, be materially
disadvantageous to such Bank.



          (g) Repayment under Certain Circumstances. Each Bank (and the Administrative Agent
with respect to payments to the Administrative Agent for its own account) will (i) take all
reasonable actions by all usual means to maintain an exemption, if any, available to it from United
States tax withholding (whether available by treaty, by existing administrative waiver or by virtue
of the location of such Bank’s lending office) and (ii) otherwise cooperate with the Borrower to
minimize amounts payable by the Borrower under this Section 2.12;



-35-









 




provided, however, that neither any Bank nor the Administrative Agent shall be
obligated by reason of this Section 2.12(g) to contest the payment of any Taxes or Other Taxes, to
disclose any information regarding its tax affairs or tax computations or to reorder its tax or
other affairs. Subject to the foregoing, to the extent that the Borrower pays any amount pursuant
to this Section 2.12 and such Bank or the Administrative Agent receives a refund of any or all of
such amount, such refund shall be applied to reduce any amounts then due and owing under this
Agreement or, to the extent that no amounts are then due and owing under this Agreement, paid over
to the Borrower.




          (h) Exclusions. Notwithstanding anything contained herein to the contrary, the
Borrower shall not be required to make any payment to any Bank under this Section 2.12 with respect
to any Taxes or Other Taxes that (i) are attributable to such Bank’s failure to comply with the
requirements of this Section 2.12, (ii) are United States taxes imposed on amounts payable to such
Bank at the time the Bank became a party to this Agreement or (iii) are United States taxes imposed
as a result of an event occurring after the date on which such Bank became a Bank, other than a
change in any applicable Governmental Rule.



     Section 2.13. Letters of Credit.



          (a) Commitment.



               (i) The parties hereto acknowledge that on and after the Effective Date the Existing Letters
of Credit shall be Letters of Credit issued by the Issuing Bank pursuant to this Agreement. From
time to time from the Effective Date until the Termination Date, at the request of the Borrower,
the Issuing Bank shall, in reliance upon the agreements of the Banks set forth in this Section 2.13
on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date
of Letters of Credit for the account of the Borrower or any Subsidiary on any Business Day;
provided however, that for any Letter of Credit issued for the account of any
Subsidiary, the Borrower will be joint and severally liable for the reimbursement obligations of
such Subsidiary under such Letter of Credit as provided in subsection (h) below.



               (ii) No Letter of Credit shall be issued, increased, or extended:



                    (A) unless such issuance, increase, or extension would not cause the Letter of Credit Exposure
to exceed the aggregate Commitments less the aggregate outstanding principal amount of all
Advances;



                    (B) unless such Letter of Credit has an Expiration Date not later than the earlier of (a) 24
months after the date of issuance thereof and (b) March 31, 2011;



                    (C) unless such Letter of Credit Documents are in form and substance reasonably acceptable to
the Issuing Bank in its sole discretion;



                    (D) unless such Letter of Credit is either a Performance Letter of Credit or a Financial
Letter of Credit; and



                    (E) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of
Credit Application



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               (iii) The Issuing Bank shall not be under any obligation to issue any Letter of Credit:



                    (A) if any order, judgment or decree of any Governmental Person or arbitrator shall by its
terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Law
applicable to the Issuing Bank or any request or directive (whether or not having the force of law)
from any Governmental Person with jurisdiction over the Issuing Bank shall prohibit, or request
that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit
any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise
compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank
any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the
Issuing Bank in good faith deems material to it;



                    (B) if the issuance of such Letter of Credit would violate one or more policies of the Issuing
Bank; and



                    (C) if a default of any Bank’s obligations to fund under Section 2.13(c) exists or any
Bank is at such time a Default Lender hereunder, unless the Issuing Bank has entered into
satisfactory arrangements with the Borrower or such Bank to eliminate the Issuing Bank’s risk with
respect to such Bank.



          (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit.



               (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of
the Borrower delivered to the Issuing Bank (with a copy to the Administrative Agent) in the form of
a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the
Borrower. Such Letter of Credit Application must be received by the Issuing Bank and the
Administrative Agent not later than 1:00 p.m. at least two Business Days (or such later date and
time as the Administrative Agent and the Issuing Bank may agree in a particular instance in their
sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In
the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to the Issuing Bank: (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text
of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G)
such other matters as the Issuing Bank may reasonably require. In the case of a request for an
amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in
form and detail satisfactory to the Issuing Bank (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed
amendment; and (D) such other matters as the Issuing Bank may reasonably require. Additionally,
the Borrower shall furnish to the Issuing Bank and the Administrative Agent such other documents
and information pertaining to such



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requested Letter of Credit issuance or amendment, including any Letter of Credit Documents, as
the Issuing Bank or the Administrative Agent may reasonably require.




               (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Bank will confirm
with the Administrative Agent (by telephone or in writing) that the Administrative Agent has
received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing
Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has
received written notice from any Bank, the Administrative Agent, or the Borrower, at least one
Business Day prior to the requested date of issuance or amendment of the applicable Letter of
Credit, that one or more applicable conditions contained in Article III shall not then be
satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the
requested date, issue a Letter of Credit for the account of the Borrower (or the applicable
Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance
with the Issuing Bank’s usual and customary business practices. Immediately upon the issuance of
each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an
amount equal to the product of such Bank’s Pro Rata Share times the amount of such Letter of
Credit.



               (iii) If the Borrower so requests in any applicable Letter of Credit Application, the Issuing
Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic
extension provisions (each, an “Auto-Extension Letter of Credit”); provided that
any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension
at least once in each twelve-month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day (the
“Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall
not be required to make a specific request to the Issuing Bank for any such extension. Once an
Auto-Extension Letter of Credit has been issued, the Banks shall be deemed to have authorized (but
may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to
an expiry date not later than March 31, 2011; provided, however, that the Issuing Bank shall not
permit any such extension if (A) the Issuing Bank has determined that it would not be permitted, or
would have no obligation, at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section
2.13(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on
or before the day that is five Business Days before the Non-Extension Notice Date (1) from the
Administrative Agent that the Majority Banks have elected not to permit such extension or (2) from
the Administrative Agent, any Bank or the Borrower that one or more of the applicable conditions
specified in Section 3.02 is not then satisfied, and in each such case directing the Issuing Bank
not to permit such extension.



               (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank
will also deliver to the Borrower and the Administrative Agent a true and complete copy of such
Letter of Credit or amendment.



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               (v) All references in this Section 2.13 to times of day shall be references to (A) Eastern
time (daylight or standard, as applicable) if Bank of America is the applicable Issuing Bank or (B)
Pacific time (daylight or standard, as applicable) if UBOC is the applicable Issuing Bank.



          (c) Drawings and Reimbursements, Funding of Participations.



               (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under
such Letter of Credit, the Issuing Bank shall notify the Borrower and the Administrative Agent
thereof. Not later than 11:00 a.m. on the date of any payment by the Issuing Bank under a Letter of
Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuing Bank
through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower
fails to so reimburse the Issuing Bank by such time, the Administrative Agent shall promptly notify
each Bank of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Bank’s Pro Rata Share thereof. In such event, the Borrower
shall be deemed to have requested a Borrowing of Reference Rate Advances to be disbursed on the
Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and
multiples specified in Section 2.01 for the principal amount of Reference Rate Advances, but
subject to the amount of the unutilized portion of the aggregate Commitments and the conditions set
forth in Section 3.02 (other than the delivery of a Notice of Borrowing). Any notice given by the
Issuing Bank or the Administrative Agent pursuant to this Section 2.13(c)(i) may be given by
telephone if immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such notice.



               (ii) Each Bank shall upon any notice pursuant to Section 2.13(c)(i) make funds available to
the Administrative Agent for the account of the Issuing Bank at the Administrative Agent’s Office
in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the
Business Day specified in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section 2.13(c)(iii), each Bank that so makes funds available shall be deemed to have
made a Reference Rate Advance to the Borrower in such amount. The Administrative Agent shall remit
the funds so received to the Issuing Bank.



               (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of
Reference Rate Advances because the conditions set forth in Section 3.02 cannot be satisfied or for
any other reason, the Borrower shall be deemed to have incurred from the Issuing Bank an L/C
Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the Adjusted
Reference Rate in effect from time to time plus the Applicable Margin plus 2.00% per annum. In such
event, each Bank’s payment to the Administrative Agent for the account of the Issuing Bank pursuant
to Section 2.13(c)(ii) shall be deemed payment in respect of its participation in such L/C
Borrowing and shall constitute an L/C Advance from such Bank in satisfaction of its participation
obligation under this Section 2.13.



               (iv) Until each Bank funds its Advance or L/C Advance pursuant to this Section 2.13(c) to
reimburse the Issuing Bank for any amount drawn under any Letter of



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Credit, interest in respect of such Bank’s Pro Rata Share of such amount shall be solely for
the account of the Issuing Bank.




               (v) Each Bank’s obligation to make Advances or L/C Advances to reimburse the Issuing Bank for
amounts drawn under Letters of Credit, as contemplated by this Section 2.13(c), shall be absolute
and unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank,
the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not similar to any of the
foregoing. No such making of an L/C Advance shall relieve or otherwise impair the obligation of
the Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank
under any Letter of Credit, together with interest as provided herein.



               (vi) If any Bank fails to make available to the Administrative Agent for the account of the
Issuing Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of
this Section 2.13(c) by the time specified in Section 2.13(c)(ii), the Issuing Bank shall be
entitled to recover from such Bank (acting through the Administrative Agent), on demand, such
amount with interest thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the Issuing Bank at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the Issuing Bank in accordance with
banking industry rules on interbank compensation. A certificate of the Issuing Bank submitted to
any Bank (through the Administrative Agent) with respect to any amounts owing under this clause
(vi) shall be conclusive absent manifest error.



          (d) Repayment of Participations.



               (i) At any time after the Issuing Bank has made a payment under any Letter of Credit and has
received from any Bank such Bank’s L/C Advance in respect of such payment in accordance with
Section 2.13(c), if the Administrative Agent receives for the account of the Issuing Bank any
payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from
the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the
Administrative Agent), the Administrative Agent will distribute to such Bank its Pro Rata Share
thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time
during which such Bank’s L/C Advance was outstanding) in the same funds as those received by the
Administrative Agent.



               (ii) If any payment received by the Administrative Agent for the account of the Issuing Bank
pursuant to Section 2.13(c)(i) is required to be returned under any of the circumstances described
in Section 9.10 (including pursuant to any settlement entered into by the Issuing Bank in its
discretion), each Bank shall pay to the Administrative Agent for the account of the Issuing Bank
its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned by such Bank, at a rate per annum equal to
the Federal Funds Rate from time to time in effect. The obligations of the Banks under this clause
shall survive the payment in full of the Obligations and the termination of this Agreement.



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          (e) Obligations Absolute. The obligation of the Borrower to reimburse the Issuing
Bank for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be
absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:



               (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any
other Credit Document;



               (ii) the existence of any claim, counterclaim, setoff, defense or other right that the
Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such
Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be
acting), the Issuing Bank or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;



               (iii) any draft, demand, certificate or other document presented under such Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under such Letter of Credit;



               (iv) any payment by the Issuing Bank under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any
payment made by the Issuing Bank under such Letter of Credit to any Person purporting to be a
trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief
Law; or



               (v) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a defense available to,
or a discharge of, the Borrower or any Subsidiary.



     The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s
instructions or other irregularity, the Borrower will immediately notify the Issuing Bank. To the
extent permitted by applicable law, the Borrower shall be conclusively deemed to have waived any
such claim against the Issuing Bank and its correspondents unless such notice is given as
aforesaid.



          (f) Role of Issuing Bank. Each Bank and the Borrower agree that, in paying any
drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the Issuing Bank, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or
assignee of the Issuing Bank shall be liable to any Bank for (i) any action taken or



-41-









 




omitted in connection herewith at the request or with the approval of the Banks or the
Majority Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Letter of Credit Document. The Borrower
hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to
its use of any Letter of Credit; provided, however, that this assumption is not intended to, and
shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the
beneficiary or transferee at law or under any other agreement. None of the Issuing Bank, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or
assignee of the Issuing Bank shall be liable or responsible for any of the matters described in
clauses (i) through (v) of Section 2.13(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the Borrower may have a claim against the Issuing
Bank, and the Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of
any direct, as opposed to consequential or exemplary, damages suffered by the Borrower directly, or
indirectly by a Subsidiary, which the Borrower proves were caused by the Issuing Bank’s willful
misconduct or gross negligence or the Issuing Bank’s willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any notice or information
to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or
the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.




          (g) Cash Collateral. Upon the request of the Administrative Agent, if, as of 5 days
prior to the Termination Date, any Letter of Credit Obligation for any reason remains outstanding,
the Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all
Letter of Credit Obligations. Sections 2.04(b), 7.02 and 7.03 set forth certain additional
requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.13, Sections
2.04, 7.02 and 7.03, “Cash Collateralize” means to pledge and deposit with or deliver to
the Administrative Agent, for the benefit of the Issuing Bank and the Banks, as collateral for the
Letter of Credit Obligations, cash or deposit account balances pursuant to documentation in form
and substance satisfactory to the Administrative Agent and the Issuing Bank (which documents are
hereby consented to by the Banks). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and the
Banks, a security interest in all such cash, deposit accounts and all balances therein and all
proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing
deposit accounts at Bank of America. Notwithstanding anything herein to the contrary, provided
that the Borrower has Cash Collateralized the then outstanding amount of all Letter of Credit
Obligations with respect to each Letter of Credit with an expiration date after the Termination
Date in accordance with this Section 2.15(g), each Bank’s participation in the Letter of Credit
Obligations shall be released as of the Termination Date.



          (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the Issuing
Bank and the Borrower when a Letter of Credit is issued (including any such agreement applicable to
an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby



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Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the International Chamber of Commerce at the time of
issuance shall apply to each commercial Letter of Credit.




          (i) Conflict with Letter of Credit Documents. In the event of any conflict between
the terms hereof and the terms of any Letter of Credit Document, the terms hereof shall control.



          (j) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary, the Borrower shall be obligated to reimburse the Issuing Bank hereunder for any
and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance
of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and
that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.



     Section 2.14. Replacement of Banks. If any Bank requests compensation under Section
2.11, or if the Borrower is required to pay any additional amount to any Bank or any Governmental
Person for the account of any Bank pursuant to Section 2.12, or if any Bank is a Defaulting Bank or
a Non-Consenting Bank (as defined below in this Section 2.14), then the Borrower may, at its sole
expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 9.06), all of its interests, rights and obligations under
this Agreement and the related Credit Documents to an assignee that shall assume such obligations
(which assignee may be another Bank, if a Bank accepts such assignment), provided that:



          (a) the Assignee shall have paid to the Administrative Agent the assignment fee specified in
Section 9.06(a);



          (b) such Bank shall have received payment of an amount equal to the outstanding principal of
its Advances and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder and under the other Credit Documents (including any amounts under Section 2.11 and
2.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrower (in the case of all other amounts);



          (c) in the case of any such assignment resulting from a claim for compensation under Section
2.11 or payments required to be made pursuant to Section 2.12, such assignment will result in a
reduction in such compensation or payments thereafter; and



          (d) such assignment does not conflict with applicable Governmental Rules.



     A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply. In the event that (i) the Borrower or the
Administrative Agent requests that the Banks consent to a waiver of any provision of the Credit
Documents or agree to any amendment thereto, (ii) such consent or amendment requires the agreement
of all of the Banks in accordance with the terms of Section 9.01 and (iii) at least the



-43-









 




Majority Banks have agreed to such consent or amendment, then any Bank that does not agree to
such consent or amendment shall be a “Non-Consenting Bank”.




     Section 2.15. Increase in Commitments.



          (a) Request for Increase. Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Banks), the Borrower may from time to time,
request an increase in the aggregate Commitments by an amount (for all such requests) not exceeding
$100,000,000; provided that (i) any such request for an increase shall be in a minimum amount of
$20,000,000, and (ii) the Borrower may make a maximum of five such requests. At the time of
sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the
time period within which each Bank is requested to respond (which shall in no event be less than
ten Business Days from the date of delivery of such notice to the Banks).



          (b) Bank Elections to Increase. Each Bank shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and, if so, whether by
an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any
Bank not responding within such time period shall be deemed to have declined to increase its
Commitment.



          (c) Notification by Administrative Agent; Additional Banks. The Administrative Agent
shall notify the Borrower of the Banks’ responses to each request made hereunder. To achieve the
full amount of a requested increase and subject to the approval of the Administrative Agent and the
Issuing Bank (which approvals shall not be unreasonably withheld), the Borrower may also invite
additional Eligible Assignees to become Banks pursuant to a joinder agreement in form and substance
satisfactory to the Administrative Agent and its counsel.



          (d) Effective Date and Allocations. If the aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Borrower shall determine the
effective date (the “Increase Effective Date”) and the final allocation of such increase.
The Administrative Agent shall promptly notify the Borrower and the Banks of the final allocation
of such increase and the Increase Effective Date.



          (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and
each Guarantor dated as of the Increase Effective Date (in sufficient copies for each Bank) signed
by a Responsible Officer of such Person (i) certifying and attaching the resolutions adopted by
such Person approving or consenting to such increase, and (ii) in the case of the Borrower,
certifying that, before and after giving effect to such increase, (A) the representations and
warranties contained in Article IV and the other Credit Documents are true and correct on and as of
the Increase Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Section 2.15, the representations and warranties
contained in Section 4.05 shall be deemed to refer to the most recent statements furnished pursuant
to clauses (c) and (d), respectively, of Section 5.01, and (B) no Default exists. The



-44-









 




Borrower shall prepay (but may do so with proceeds of Advances from any effective increase)
any Advances outstanding on the Increase Effective Date (and pay any additional amounts required
pursuant to Section 2.10) to the extent necessary to keep the outstanding Advances ratable with any
revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.




          (f) Conflicting Provisions. This Section shall supersede any provisions in Sections
2.09 or 9.01 to the contrary.



ARTICLE III




CONDITIONS OF LENDING




     Section 3.01. Conditions Precedent to Initial Advances. The obligation of each Bank
to make its initial Advance and for the Existing Letters of Credit to be deemed Letters of Credit
issued by the Issuing Bank hereunder is subject to the conditions precedent that:



          (a) Documentation. On or before the day on which the initial Borrowing is made or the
initial Letters of Credit are issued, the Administrative Agent shall have received the following
duly executed by all the parties thereto, in form and substance reasonably satisfactory to the
Administrative Agent and each of the Banks, and where applicable, in sufficient copies for each
Bank:



               (i) this Agreement and all its attached Exhibits and Schedules;



               (ii) a Note executed by the Borrower payable to the order of each Bank requesting a Note in
the amount of its Commitment;



               (iii) the Intercreditor Agreement;



               (iv) the Security Agreements and all their attached Exhibits and Schedules;



               (v) amendments to each of the existing Mortgages in form and substance reasonably satisfactory
to the Administrative Agent;



               (vi) the Guaranties;



               (vii) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with
the appropriate authorities;



               (viii) a Notice of Borrowing with respect to the initial Borrowing, if any;



               (ix) a certificate dated as of the Effective Date from a Responsible Officer stating that (a)
all representations and warranties of the Borrower set forth in this Agreement and each of the
other Credit Documents to which it is a party are true and correct in all material respects; (b) no
Default has occurred and is continuing; and (c) the conditions in this Section 3.01 have been met;



-45-









 





               (x) a certificate dated as of the Effective Date from the Chief Financial Officer of the
Borrower as to Solvency of the Borrower and its Subsidiaries on a consolidated basis;



               (xi) certificate(s) of insurance naming the Collateral Agent as loss payee or additional
insured evidencing insurance which meets the requirements of this Agreement and the Security
Documents and which is in amount, form and substance and from an issuer satisfactory to the
Administrative Agent;



               (xii) a certificate of the secretary or assistant secretary of the Ultimate General Partner
certifying as of the Effective Date (a) the existence of the Borrower and the General Partner, (b)
the Borrower Partnership Agreement, (c) the General Partner’s organizational documents, (d) the
Ultimate General Partner’s organizational documents, (e) the resolutions of the Ultimate General
Partner approving this Agreement, the Notes, and the other Credit Documents and the related
transactions, and (f) all documents evidencing other necessary corporate, partnership or limited
liability company action and governmental approvals, if any, with respect to this Agreement and the
other Credit Documents executed and delivered on or before the Effective Date;



               (xiii) a certificate of a Secretary or an Assistant Secretary of the Ultimate General Partner
certifying the names and true signatures of the officers of the Ultimate General Partner authorized
to sign this Agreement, the Notice of Borrowing and the other Credit Documents on behalf of the
Borrower;



               (xiv) certificates of the secretary or assistant secretary of each of the Guarantors
certifying as of the Effective Date (a) the organizational documents of such Guarantor, (b) the
resolutions of the governing body of such Guarantor approving this Agreement, the Guaranty, and the
other Credit Documents to which such Guarantor is a party and the related transactions, and (c) all
other documents evidencing other necessary corporate, partnership or limited liability company
action and governmental approvals, if any, with respect to this Agreement, the Guaranty, and the
other Credit Documents to which such Guarantor is a party executed and delivered on or before the
Effective Date;



               (xv) certificates of a Secretary or an Assistant Secretary of each Guarantor certifying the
names and true signatures of the officers of such Guarantor authorized to sign this Agreement, the
Guaranty and the other Credit Documents to which such Guarantor is a party on behalf of such
Guarantor;



               (xvi) certificates of good standing, existence and authority for the Borrower, the General
Partner, the Ultimate General Partner and each of the Guarantors from each of the states in which
the Borrower, the General Partner, the Ultimate General Partner and each of the Guarantors is
either organized or is qualified to do business as a foreign entity;



               (xvii) results of lien, tax and judgment searches of the UCC Records of the Secretary of State
and applicable counties of the States of Texas, Alabama, Delaware, Louisiana, Mississippi, New
Mexico and Oklahoma from a source acceptable to the Administrative Agent and reflecting no Liens
against any of the Collateral as to which perfection



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of a Lien is accomplished by the filing of a financing statement other than in favor of the
Administrative Agent and Liens permitted by Section 6.01;




               (xviii) a favorable opinion of Baker Botts L.L.P., outside Texas counsel to the Borrower and
the Guarantors;



               (xix) a favorable opinion of Taylor, Porter, Brooks & Phillips, outside Louisiana counsel to
the Borrower and the Guarantors;



               (xx) a certified copy of the Note Agreement in form and substance satisfactory to the
Administrative Agent; and



               (xxi) such other documents, governmental certificates, agreements and lien searches as the
Administrative Agent may reasonably request.



          (b) No Material Adverse Effect. There shall not have occurred a Material Adverse
Effect.



          (c) No Default. No Default shall have occurred and be continuing or would result from
the making of the initial Borrowing or application of the proceeds therefrom.



          (d) Representations and Warranties. The representations and warranties of the
Borrower and the Guarantors contained in Article IV hereof and in each of the other Credit
Documents executed and delivered on or before the Effective Date shall be true and correct in all
material respects on and as of the Effective Date both before and after giving effect to the
initial Borrowing and to the application of the proceeds from the initial Borrowing, as though made
on and as of such date.



          (e) No Material Litigation. No action, suit, investigation or proceeding pending or,
to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental
authority that could reasonably be expected to have a Material Adverse Effect.



          (f) Payment of Fees and Expenses. The Borrower shall have paid the fees required by
Section 2.06 and all costs and expenses that have been invoiced and are payable pursuant to Section
9.04.



          (g) Title. The Administrative Agent shall be satisfied in its sole discretion as to
the status of the Borrower’s or Guarantor’s, as applicable, title to the Borrower’s and its
Subsidiaries’ Properties.



          (h) Bank’s Liens. The Collateral Agent shall have received satisfactory evidence that
the Liens granted to it under the Security Documents are Acceptable Security Interests and that all
actions or filings necessary to protect, preserve and validly perfect such Liens have been made,
taken or obtained, as the case may be, and are in full force and effect.



          (i) Security Interests. The Collateral Agent shall be satisfied that the Security
Documents encumber substantially all of such real property interests held by the Borrower and its
Subsidiaries as the Collateral Agent may require.



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          (j) Corporate Structure. The corporate and capital structure of the Borrower shall be
reasonably satisfactory to the Administrative Agent.



          (k) Financial Information. The Administrative Agent shall have received the most
recently completed annual (or other audited) financial statements of the Borrower and its
Subsidiaries, interim financial statements of the Borrower and its Subsidiaries dated the end of
the most recent fiscal quarter for which financial statements are available and financial
projections of the Borrower and its Subsidiaries for the fiscal years 2005 through 2007 and
incorporating the Advances provided for herein.



          (l) Note Agreement. All of the conditions precedent to the effectiveness of the Note
Agreement shall have been met or waived on or prior to the Effective Date.



     Without limiting the generality of the provisions of Section 2.02(e), for purposes of
determining compliance with the conditions specified in this Section 3.01, each Bank that has
signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice
from such Bank prior to the proposed Effective Date specifying its objection thereto.



     Section 3.02. Conditions Precedent to All Borrowings. The obligation of each Bank to
make an Advance on the occasion of each subsequent Borrowing and of the Issuing Bank to issue,
increase, or extend any Letter of Credit shall be subject to the further conditions precedent that
on the date of such Borrowing or the issuance, increase, or extension of such Letter of Credit the
following statements shall be true (and the giving of the applicable Notice of Borrowing or Letter
of Credit Application and the acceptance by the Borrower of the proceeds of such Borrowing or the
issuance, increase, or extension of such Letter of Credit shall constitute a representation and
warranty by the Borrower that on the date of such Borrowing or the issuance, increase, or extension
of such Letter of Credit, such statements are true):



          (a) the representations and warranties made by the Borrower and the Guarantors contained in
Article IV hereof and in each of the other Credit Documents are true and correct in all material
respects on and as of the date of such Borrowing, or the date of the issuance, increase, or
extension of such Letter of Credit, before and after giving effect to such Borrowing or to the
issuance, increase, or extension of such Letter of Credit and to the application of the proceeds
from such Borrowing, 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; and



          (b) no Default has occurred and is continuing or would result from such Borrowing, from the
application of the proceeds therefrom or from the issuance, increase, or extension of such Letter
of Credit.



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ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     The Borrower represents and warrants as follows:



     Section 4.01. Existence and Power. The Borrower (a) is a limited partnership duly
formed, validly existing and in good standing under the laws of Delaware, (b) is duly qualified or
licensed as a foreign limited partnership and is in good standing in each jurisdiction in which it
owns or leases property or in which the conduct of its business requires it to so qualify or be
licensed, except to the extent that the failure to so qualify or be licensed could not reasonably
be expected to have a Material Adverse Effect, and (c) has all requisite limited partnership power
and authority to own or lease and operate its properties and to carry on its business as now
conducted and as proposed to be conducted. Each Subsidiary (a) is duly organized and validly
existing in good standing under the laws of the jurisdiction in which it is organized, (b) is duly
qualified or licensed as a foreign entity and is in good standing in each jurisdiction in which it
owns or leases property or in which the conduct of its business requires it to so qualify or be
licensed, except to the extent that the failure to so qualify or be licensed could not reasonably
be expected to have a Material Adverse Effect, and (c) has the corporate, partnership, limited
liability company, or similar power to own its respective property and to carry on its respective
business as now being conducted. The execution, delivery and performance by each Guarantor of each
Credit Document to which it is a party are within such Guarantor’s powers and have been duly
authorized by all necessary corporate, partnership or limited liability company action by the
Guarantors.



     Section 4.02. Authorization. The execution, delivery and performance by the Borrower
of this Agreement, each other Credit Document to which the Borrower is or is to be a party, and the
consummation of the transactions contemplated hereby and thereby, are within the Borrower’s legal
powers, have been duly authorized by all necessary partnership action by the Borrower and do not
(a) contravene the Borrower Partnership Agreement, (b) violate any applicable Governmental Rule,
the violation of which could reasonably be expected to have a Material Adverse Effect, (c) 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 (d) result in or
require the creation or imposition of any Lien upon or with respect to any of the properties of the
Borrower or any Subsidiary, other than Liens permitted under this Agreement. Neither the Borrower
nor any Subsidiary is in violation of any such Governmental Rule or in breach of any such contract,
loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or
breach of which could reasonably be expected to have a Material Adverse Effect.



     Section 4.03. Governmental Action, Etc. No Governmental Action, and no authorization,
approval or other action by, or notice to, any third party, is required for (a) the ownership,
operation and maintenance of the Borrower’s or its Subsidiaries’ Properties, except for such
Governmental Action, authorizations, approvals, other actions and notices as have been duly
obtained, taken, given or made and are in full force and effect and with which the Borrower



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and its Subsidiaries are in compliance in all material respects or which the failure to have
would not result in a Material Adverse Effect, (b) the due execution, delivery or performance by
the Borrower of this Agreement or any other Credit Document to which the Borrower is or is to be a
party or (c) the consummation of the transactions contemplated hereby or thereby.




     Section 4.04. Binding Effect. This Agreement has been, and each other Credit Document
to which the Borrower is or is to be a party when delivered hereunder will be, duly executed and
delivered by the Borrower. Assuming due execution and delivery by the Banks, the Administrative
Agent, the Syndication Agent and the Co-Documentation Agents, as applicable, this Agreement is and
the other Credit Documents to which the Borrower is or is to be a party when delivered hereunder
will be, legal, valid and binding obligations of the Borrower, enforceable against the Borrower in
accordance with their respective 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).



     Section 4.05. Financial Statements. The Consolidated balance sheet of the Borrower
and its Subsidiaries as of December 31, 2003 and the related Consolidated statements of operations,
changes in partners’ capital and cash flow for the fiscal year then ended, certified by KPMG LLP
and copies of which have been delivered to the Banks, fairly present the Consolidated financial
condition of the Borrower as of such date and the results of the operations of the Borrower for
such period, all in accordance with GAAP consistently applied. The unaudited consolidated balance
sheet of the Borrower and its Subsidiaries dated September 30, 2004, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter
ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the
financial condition of the Borrower and its Subsidiaries as of the date thereof and their results
of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the
absence of footnotes and to normal year-end audit adjustments. Since December 31, 2003, no
Material Adverse Effect has occurred. Neither the Borrower nor any Subsidiary has any material
contingent liability except as disclosed in such balance sheet or the notes thereto.



     Section 4.06. Other Information. No written information, exhibit or report furnished
by the Borrower or any Subsidiary to the Administrative Agent or any Bank in connection with the
negotiation of the Credit Documents or pursuant to the terms of any of the Credit Documents
contains any material misstatement of fact or omits to state a material fact or any fact necessary
to make the statements contained therein, in light of the circumstances in which made, not
materially misleading.



     Section 4.07. Legal Proceedings. There is no action, suit, investigation, litigation
or proceeding affecting the Borrower or any Subsidiary pending or, to the best knowledge of the
Borrower, threatened before any Governmental Person, referee or arbitrator that could reasonably be
expected to have a Material Adverse Effect.



     Section 4.08. Subsidiaries. As of the Effective Date, the Borrower has no
Subsidiaries other than those listed in Schedule 4.08.



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     Section 4.09. Trademarks, Etc. Each of the Borrower and its Subsidiaries possesses,
or can acquire on reasonable terms, all trademarks, trade names, copyrights and licenses to conduct
its business as now operated, other than those which the failure to possess could not reasonably be
expected to have a Material Adverse Effect, without any known conflict with the valid trademarks,
trade names, copyrights or licenses of others which would be expected to have a Material Adverse
Effect.



     Section 4.10. Fire, Etc. Since December 31, 2004, neither the business nor the
properties of the Borrower or any Subsidiary has been affected by any fire, explosion, accident,
strike, lockout or other labor dispute, or other casualty (whether or not covered by insurance)
that could reasonably be expected to have a Material Adverse Effect.



     Section 4.11. Burdensome Agreements. Neither the Borrower nor any Subsidiary is in
default under or with respect to any indenture, loan agreement, credit agreement, lease or other
agreement or instrument, or subject to any restriction of its constituent documents, that could,
either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
No Default has occurred and is continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Credit Document.



     Section 4.12. Taxes. Each of the Borrower and its Subsidiaries has filed, or there
has been filed on its behalf, or an extension has been obtained for the filing of, all federal,
state and other material tax returns required to be filed before the date of the making of this
representation and warranty, and the Borrower and each Subsidiary have paid all Federal, state and
other material taxes shown thereon to be due, including interest, additions to taxes and penalties,
or have provided adequate reserves in accordance with GAAP for the payment thereof.



     Section 4.13. Public Utility Holding Company Act; Natural Gas Act; Investment Company
Act. Neither the Borrower nor any Subsidiary is (a) a “holding company” or a “subsidiary
company” of a “holding company” within the meaning of the Public Utility Holding Company Act of
1935, (b) subject to the jurisdiction of the Federal Energy Regulatory Commission under the Natural
Gas Act of 1938 or (c) an “investment company,” or an “affiliated person” of, or a “promoter” or
“principal underwriter” for, an “investment company,” as such terms are defined in the Investment
Company Act of 1940.



     Section 4.14. Regulations T, U and X. No Advance or Letter of Credit will be used to
purchase or carry, or to extend credit to others for the purpose of purchasing or carrying, any
“margin stock” in violation of Regulations T, U or X of the Board of Governors of the Federal
Reserve System.



     Section 4.15. Title to Properties, Etc. Each of the Borrower and its Subsidiaries has
good and indefeasible title to all real property and good and valid title to all personal property
described in the Borrower’s filings pursuant to the Securities Exchange Act of 1934, as amended, as
owned by it and its Subsidiaries, free and clear of all liens, claims, security interests, or other
encumbrances, except (1) as described, and subject to limitations contained, in the Borrower’s
filings pursuant to the Securities Exchange Act of 1934, as amended, (2) such as do not materially
interfere with the use of such properties taken as a whole as they have been used in the past and
are proposed to be used in the future as described in the Borrower’s filings pursuant to



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the Securities Exchange Act of 1934, as amended, except, in each case, for such liens,
security interests, claims and encumbrances permitted by Section 6.02.




     Section 4.16. Employee Benefit Plans. Neither the Borrower nor any Subsidiary has
any, or has any liability under any previously existing, employee-benefit plan of its own or
maintained in common with one or more other Persons, other than as set forth on Schedule
4.16.



     Section 4.17. Environmental Compliance. Except as described in the Borrower’s filings
pursuant to the Securities Exchange Act of 1934, the Borrower and its Subsidiaries (i) are in
compliance with any and all applicable Environmental Laws, (ii) have received all permits required
of them under applicable Environmental Laws to conduct their respective businesses, (iii) are in
compliance with all terms and conditions of any such permit and (iv) do not have any liability in
connection with the release into the environment of any Hazardous Materials, except where such
noncompliance with Environmental Laws, failure to receive required permits, failure to comply with
the terms and conditions of such permits or liability in connection with such releases would not,
individually or in the aggregate, have a Material Adverse Effect.



     Section 4.18. Material Contracts. Neither the Borrower nor any Subsidiary is a party
to any contract for the purchase or sale of goods or services that, if cancelled or terminated,
would not be replaceable promptly by commercially reasonable substitutes and the loss of which, if
not so replaced, could reasonably be expected to have a Material Adverse Effect.



     Section 4.19. Ownership.



          (a) The General Partner is the sole general partner of the Borrower with, as of the date
hereof, a 2% general partner interest in the Borrower. No part of the partnership interests in the
Borrower is subject to any Lien granted by the General Partner or Crosstex Holdings, L.P., other
than preferential rights of the Partners under the Borrower Partnership Agreement.



          (b) As of the date hereof, the equity interests in the Subsidiaries are legally and
beneficially owned by the Persons, and by such Persons in the percentages, specified in
Schedule 4.08. No part of such equity interests is subject to any Lien, other than in
favor of the Collateral Agent.



     Section 4.20. Compliance with Laws. Each of the Borrower and each Subsidiary is in
compliance in all material respects with the requirements of all Governmental Rules and all orders,
writs, injunctions and decrees applicable to it or to its properties, except in such instances in
which (a) such requirement of Governmental Rule or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted or (b) the failure to
comply therewith, either individually or in the aggregate, could not reasonably be expected to have
a Material Adverse Effect.



     Section 4.21. Solvency. The Borrower is, together with its Subsidiaries on a
consolidated basis, Solvent.



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ARTICLE V




AFFIRMATIVE COVENANTS




     So long as any amount under any Credit Document shall remain unpaid, any Letter of Credit
shall remain outstanding that has not been Cash Collateralized, or any Bank shall have any
Commitment hereunder, the Borrower agrees to comply with the following covenants.



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



          (a) [Intentionally omitted];



          (b) [Intentionally omitted];



          (c) Quarterly Financials. As soon as available and in any event within 45 days after
the end of each of the Borrower’s first three fiscal quarters of each fiscal year of the Borrower,
an unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such
quarter 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 quarter, setting forth in each case in comparative form
the corresponding figures for the corresponding period of the preceding fiscal year, 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 (i)
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 and (ii) a schedule in reasonable detail showing
the computations used by such officer in determining, as of the end of such fiscal quarter,
compliance with the covenants contained in Sections 6.13 and 6.14;



          (d) Audited Annual Financials. As soon as available and in any event within 90 days
after the end of each fiscal year of the Borrower, audited Consolidated balance sheets of the
Borrower and its Subsidiaries as of the end of such fiscal year and audited Consolidated statements
of operations, changes in partners’ capital and cash flows of the Borrower and its Subsidiaries for
such fiscal year, in each case certified without qualification by KPMG LLP or other independent
public accountants acceptable to the Administrative Agent, together with (i) (A) a certificate of
the chief financial officer, chief accounting officer or Vice President — Finance of the Ultimate
General Partner 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 and (B) a schedule in reasonable detail showing the
computations used by such officer in determining, as of the end of such fiscal year, compliance
with the covenants contained in Sections 6.13 and 6.14 and (ii) copies of any material accountant’s
letters received by management in connection with such accounting firm’s findings during its audit
of the financial records of the Borrower during, or in respect of, such fiscal year;



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          (e) Defaults. Forthwith upon the occurrence of any Default, a certificate of an
Responsible Officer setting forth the details thereof and the action that the Borrower is taking or
proposes to take with respect thereto;



          (f) Litigation. Promptly after any Responsible Officer becoming aware of the
assertion or occurrence thereof, notice of any litigation, judicial reference proceeding,
arbitration proceeding or regulatory proceeding affecting the Borrower or any Subsidiary or the
property of the Borrower or any Subsidiary, other than any such litigation or proceeding that, if
adversely determined, could not reasonably be expected to have a Material Adverse Effect.



          (g) Environmental Proceedings. Promptly after the assertion or occurrence thereof or
any Responsible Officer becoming aware of the reasonable likelihood thereof, notice of any
Environmental Proceeding against the Borrower or any Subsidiary, or of any noncompliance by the
Borrower or any Subsidiary with any Environmental Law or Environmental Permit, that could
reasonably be expected to have a Material Adverse Effect;



          (h) SEC Filings. Promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the stockholders of the
Borrower, and copies of all annual, regular, periodic and special reports and registration
statements which the Borrower may file or be required to file with the SEC under Section 13 or
15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto;



          (i) Other Debt. Promptly after the furnishing thereof, copies of any statement or
report furnished to any holder of debt securities of the Borrower or any Subsidiary thereof
pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise
required to be furnished to the Banks pursuant to any other clause of this Section 5.01; and



          (j) SEC Investigation. Promptly, and in any event within five Business Days after
receipt thereof by the Borrower or any Subsidiary thereof, copies of each notice or other
correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction)
concerning any investigation or possible investigation or other inquiry by such agency regarding
financial or other operational results of the Borrower or any Subsidiary thereof;



          (k) ERISA Event. Promptly after the assertion or occurrence thereof or any
Responsible Officer becoming aware of the reasonable likelihood thereof, notice of the occurrence
of any ERISA Event;



          (l) Changes in Reporting Practices. Promptly after the assertion or occurrence
thereof or any Responsible Officer becoming aware of the reasonable likelihood thereof, notice of
any material change in accounting policies or financial reporting practices by the Borrower or any
Subsidiary; and



          (m) Other Information. Promptly upon request, such additional information regarding
the financial position or business (including with respect to environmental matters) of the
Borrower or any Subsidiary as any Bank may reasonably request from time to time.



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     If the certificate containing any computations referred to in clauses (c) or (d) includes Pro
Forma EBITDA with respect to the construction of any Property, such certificate shall also certify
as to (1) with respect to the first inclusion of Pro Forma EBITDA with respect to the construction
of any Property, the Scheduled Completion Date of such construction and (2) thereafter, the
Borrower’s current good faith estimate of the date upon which such construction will be completed.



     Section 5.02. Preservation of Legal Existence, Etc. The Borrower will preserve and
maintain, and cause each Subsidiary to preserve and maintain, its legal existence, rights (charter
and statutory) and franchises, except as otherwise permitted by Section 6.03; provided,
however, that neither the Borrower nor any Subsidiary shall be required to preserve any
such right or franchise if the general partner, board of directors or equivalent body of the
Borrower or such Subsidiary determines that the preservation thereof is no longer desirable in the
conduct of the business of the Borrower or such Subsidiary, as applicable, and if the loss thereof
is not disadvantageous in any material respect to the Banks.



     Section 5.03. Maintenance of Properties, Etc. Except as otherwise permitted by
Section 6.04, the Borrower will maintain and preserve, and cause each Subsidiary to maintain and
preserve, all of its material properties that are necessary for the conduct of its business in good
working order and condition, ordinary wear and tear excepted.



     Section 5.04. [Intentionally omitted].



     Section 5.05. Compliance with Laws, Etc. The Borrower will comply, and cause each
Subsidiary to comply, with all Governmental Rules the noncompliance with which could reasonably be
expected to have a Material Adverse Effect.



     Section 5.06. Payment of Taxes, Etc. The Borrower will pay and discharge, and cause
each Subsidiary to pay and discharge, before the same become delinquent, (a) all federal, state and
other material taxes, assessments and governmental charges or levies imposed upon or against it or
its property and (b) all material lawful claims that, if unpaid, might by law become a Lien upon
its property; provided, however, that neither the Borrower nor any Subsidiary shall
be required to pay or discharge any such tax, assessment, charge, levy or claim that is being
contested in good faith and, in the case of any such tax, assessment, charge or levy, by proper
proceedings and as to which, in all such cases, it is maintaining appropriate reserves in
accordance with GAAP.



     Section 5.07. Maintenance of Insurance. The Borrower will maintain, and cause each
Subsidiary to maintain, insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks (a) as is usually carried by companies engaged
in similar businesses and owning similar properties in the same general areas in which the Borrower
or such Subsidiary, as applicable, operates and (b) as is reasonably acceptable to the
Administrative Agent.



     Section 5.08. Visitation Rights. At any reasonable time and from time to time, upon
reasonable notice by the Bank concerned, the Borrower will permit, and cause each Subsidiary to
permit, any Bank, and any agents or representatives thereof, to examine and make copies of and



-55-









 




abstracts from the records and books of account of, and visit the properties of, the Borrower
and its Subsidiaries and to discuss the affairs, finances and accounts of the Borrower and its
Subsidiaries with any of their respective officers or directors (or equivalent persons) or,
provided the Borrower has been given reasonable opportunity to be present, with their independent
certified public accountants; provided, however, that, unless a Default has
occurred and is continuing, each Bank’s visitation rights shall be limited to not more than two
occasions in any calendar year by such Bank.




     Section 5.09. Keeping of Books. The Borrower will keep, and cause each Subsidiary to
keep, proper books of record and account in which full and correct entries shall be made of all
financial transactions and the Properties and business of the Borrower and each Subsidiary, in
accordance with GAAP consistently applied.



     Section 5.10. Transactions with Affiliates. Except for the transactions set forth on
Schedule 5.10, the Borrower will conduct, and cause each Subsidiary to conduct, all transactions
otherwise permitted under the Credit Documents with any of its Affiliates (other than the Borrower
or any Guarantor) on terms that are fair and reasonable and no less favorable to the Borrower or
such Subsidiary than it would obtain in a comparable arms’-length transaction with a Person not an
Affiliate.



     Section 5.11. Compliance with Environmental Laws. The Borrower will (a) comply, and
cause each Subsidiary to comply with all applicable Environmental Laws and Environmental Permits
except in such instances in which (i) such requirement of law or order, writ, injunction or decree
is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the
failure to comply therewith could not reasonably be expected to have a Material Adverse Effect, (b)
obtain and renew, and cause each Subsidiary to obtain and renew, when needed, all material
Environmental Permits necessary for its current operations and currently owned and operated
properties that, if not obtained and renewed, would reasonably be expected to have a Material
Adverse Effect, (c) conduct, and cause each Subsidiary to conduct, any necessary investigation,
study, sampling and testing at properties currently owned and operated by the Borrower or any
Subsidiary in accordance with the requirements of all applicable Environmental Laws and (d)
undertake, and cause each Subsidiary to undertake, any cleanup, removal, remedial and other action
necessary to remove and clean up all Hazardous Materials from any of its currently owned or
operated properties, in accordance with the material requirements of all applicable Environmental
Laws, the noncompliance with which would reasonably be expected to have a Material Adverse Effect.



     Section 5.12. Environmental Remediation and Indemnification. If at any time any
Hazardous Material is discovered on, under or about any Mortgaged Property or any other property
owned or operated by the Borrower or any Subsidiary (“Other Property”) and failure to
remediate the same would cause the Borrower or any Subsidiary to be in violation of any
Environmental Law that would reasonably be expected to have a Material Adverse Effect, the Borrower
will inform the Administrative Agent of the same and of the Borrower’s proposed remediation
program, and the Borrower or such Subsidiary will, at no cost and expense to the Collateral Agent,
the Administrative Agent or the Banks, and only to the extent of any legal requirement under
applicable Environmental Laws for the Borrower or such Subsidiary to do so, remediate or remove
such Hazardous Materials from such Mortgaged Property or Other Property



-56-









 




or the groundwater underlying such Mortgaged Property or Other Property in accordance with (a)
such remediation program as a prudent operator would undertake, (b) the approval of the appropriate
Governmental Persons, if any such approval is required under the applicable Environmental Laws, and
(c) all applicable Environmental Laws the noncompliance with which would reasonably be expected to
have a Material Adverse Effect. The Borrower and any Subsidiary shall have the right to contest
any notice or directive by any appropriate Governmental Person to remediate or remove Hazardous
Materials from any Mortgaged Property or Other Property so long as the Borrower or such Subsidiary
diligently prosecutes such contest to completion and complies with any final order or
determination. The Borrower shall be solely responsible for, and will indemnify and hold harmless
the Collateral Agent, the Administrative Agent, the Bookrunner, the Lead Arranger, the Syndication
Agent, any Co-Documentation Agent and the Banks and their respective directors, officers,
employees, agents, successors and assigns from and against, any and all losses, damages, demands,
claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and
liabilities to the extent that they directly or indirectly arise out of or are attributable to the
release of any Hazardous Materials at any Mortgaged Property or Other Property, including the
following: (i) all foreseeable and unforeseeable consequential damages; (ii) the costs of any
repair, cleanup or detoxification of any Mortgaged Property or Other Property required by any
applicable Environmental Laws, and the preparation and implementation of any closure, remedial or
other plans required by any applicable Environmental Laws; and (iii) all reasonable costs and
expenses incurred by the Collateral Agent, the Administrative Agent or any Bank in connection with
clauses (i) and (ii) above, including reasonable attorneys’ fees; provided,
however, that the Borrower shall not be liable for any of the foregoing if a final,
nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous
Materials resulted from the gross negligence or willful misconduct of the Collateral Agent, the
Administrative Agent or a Bank. The indemnities provided in this section shall survive the
repayment or any other satisfaction of the Obligations of the Borrower under the Credit Documents.




     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, (c) for working capital, including the issuance of Letters of Credit, (d) for
Acquisitions, (e) to fund Quarterly Distributions to the extent permitted by Section 6.06, (f) to
pay fees, costs and expenses owed pursuant to this Agreement and (f) 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.



     Section 5.14. Clean Down Period. During each calendar year during the term of this
Agreement, there shall be a period of fifteen (15) consecutive days (the “Clean Down
Period”) during which (a) there are no Distribution Loans outstanding and (b) no Distributions
Loans will be made.



     Section 5.15. Post-Closing Requirements. Within 120 days following the Effective Date
(or such later date as is acceptable to the Administrative Agent), the Borrower shall deliver to
the Administrative Agent, in form and substance satisfactory to Administrative Agent, a copy of the
signed order of the Louisiana Public Service Commission authorizing each of the Louisiana
Guarantors to execute Guaranties and Security Documents with respect to the Obligations under



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this Agreement (the “Louisiana Public Service Commission Order”). Notwithstanding
anything herein to the contrary, within the 120 day period following the Effective Date (or such
later date as is acceptable to the Administrative Agent), the failure to have obtained the
Louisiana Public Service Commission Order shall not be considered to be a violation of the
representations, warranties and covenants in this Agreement or any of the other Loan Documents so
long as the Borrower is diligently pursuing the same.




ARTICLE VI




NEGATIVE COVENANTS




     So long as any amount under any Credit Document shall remain unpaid, any Letter of Credit
shall remain outstanding that has not been Cash Collateralized, or any Bank shall have any
Commitment, the Borrower agrees to comply with the following covenants.



     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;



          (b) Permitted Liens;



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



          (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(g);



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          (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 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 $5,000,000 at any
one time outstanding;



          (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; and



          (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.



     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);



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          (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;



          (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 not exceeding $15,000,000 in aggregate amount equivalent
to principal at any time outstanding;



          (g) Debt secured by Liens permitted by Section 6.01(d), not exceeding $20,000,000 in aggregate
principal amount at any time outstanding;



          (h) [Intentionally omitted];



          (i) unsecured Debt in addition to that described above, not exceeding $15,000,000 in aggregate
principal amount at any time outstanding;



          (j) Debt under the Note Agreement in an aggregate principal amount not to exceed $150,000,000;
and



          (k) unsecured Funded Debt of the Borrower, a Finance Entity and/or any Guarantor and/or any
unsecured guaranty by the Borrower or any Guarantor of 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 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.



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     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; 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, (vi) the terms of Section 6.10 are
satisfied, and (vii) the aggregate amount of cash, Permitted Investments and the remaining unused
portion of the aggregate Commitments is sufficient to fund such Acquisition;



          (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 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; and



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



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



          (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 $30,000,000 in
the aggregate in any fiscal year of the Borrower, provided that the Net Cash Proceeds thereof are
used to prepay the Advances to the extent required by Section 2.04(b).



     Section 6.05. Investments in Other Persons. The Borrower will not make, or permit any
Subsidiary to make, any loan or advance to any Person, or purchase or otherwise acquire, or permit
any Subsidiary to purchase or otherwise acquire, any equity interests, warrants, rights, options,
obligations or other securities of, make any capital contribution to, or otherwise invest in, any
Person (all of the foregoing collectively called “Investments”); provided,
however, that nothing in this section shall prevent the Borrower or any Subsidiary from
doing any of the following:



          (a) Investments existing on the date of this Agreement and described in Schedule 6.05;



          (b) Investments in the Borrower and its Subsidiaries existing on the Effective Date;



          (c) Investments after the Effective Date in Subsidiaries that are not Guarantors in an amount
not to exceed $15,000,000;



          (d) Investments in the Borrower and the Guarantors;



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          (e) acquiring Permitted Investments;



          (f) generating and holding accounts receivable in the ordinary course of business;



          (g) so long as no Default has occurred and is continuing or would be caused thereby, making
Investments in Persons that will not be Subsidiaries of the Borrower, for consideration not
exceeding $10,000,000 in the aggregate during the term of this Agreement;



          (h) Investments permitted by Section 6.03(a);



          (i) acquiring Investments in connection with (i) the bankruptcy or reorganization of suppliers
and customers or (ii) the settlement of delinquent obligations of, and other disputes with,
customers and suppliers arising in the ordinary course of business; and



          (j) so long as no Default has occurred and is continuing or would be caused thereby, making
loans and advances to officers or employees of the Borrower or any Subsidiary, provided that the
aggregate principal amount of such loans and advances, other than loans for the purpose of
financing the purchase of common units, subordinated units or other equity securities in the
Borrower, shall not exceed $500,000 in aggregate principal amount at any time outstanding.



     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 Default has occurred and is continuing or would be caused thereby, the
Borrower may declare and pay Quarterly Distributions; provided, however, that no
more than $10,000,000 of Distribution Loans shall be outstanding at any time;



          (c) the Borrower may pay 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



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



     Section 6.07. Change in Nature of Business. The Borrower will not make, or permit any
Subsidiary to make, any material change in the nature of their collective businesses as carried on
as of the date hereof.



     Section 6.08. ERISA Plans. The Borrower will not establish, maintain or contribute
to, or permit any ERISA Affiliate to establish, maintain or contribute to, any Plan, and the
Borrower will not become obligated to, or permit any Subsidiary to become obligated to, contribute
to any Multiemployer Plan.



     Section 6.09. Accounting Changes. The Borrower will not make or permit, or permit any
Subsidiary to make or permit, any change in (a) any of its accounting policies affecting the
presentation of financial statements or reporting practices, except as required or permitted by
GAAP, or (b) its fiscal year.



     Section 6.10. Creation of Material Subsidiaries. The Borrower will not create, or
permit any Subsidiary to create, any Material Subsidiary unless within 15 days after the formation
of such Subsidiary and to the extent reasonably required by the Majority Banks, such Subsidiary
delivers to the Administrative Agent (or the Collateral Agent, as appropriate) guaranties,
mortgages, deeds of trust, security agreements, releases, UCC financing statements, and UCC
terminations, duly executed by the parties thereto, in form and substance reasonably satisfactory
to the Administrative Agent or the Collateral Agent, as the case may be, and accompanied by UCC
searches, title investigations and legal opinions (except with respect to priority) demonstrating
that, upon the recording and filing of any necessary documentation, the Collateral Agent will have
an Acceptable Security Interest on the Property of such Material Subsidiary.



     Section 6.11. Commodity Contracts. The Borrower will not, and will not permit any
Subsidiary to, enter into, assume or otherwise acquire an interest in (a) any contract or other
obligation to purchase or sell any natural gas or other commodities or goods, or any hedged or
unhedged commodity futures contract, option or other derivative contract, that in any case would
result in the Borrower or such Subsidiary having an “open” or “uncovered” position in natural gas
or other commodities or goods, or in any derivative of any thereof, exceeding $500,000 in the
aggregate at the end of any day or (b) any other futures or derivatives contract or obligation for
speculative purposes.



     Section 6.12. [Intentionally Omitted].



     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 3.00 to 1.00.



     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 its Subsidiaries on a Consolidated basis to
be greater than 4.00 to 1.00; provided, however, that during an Acquisition Adjustment Period, the
Leverage Ratio shall not be greater than 4.75 to 1.00.



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     Section 6.15. [Intentionally Omitted].



     Section 6.16. Amendment of Partnership Agreements. The Borrower shall not amend,
modify or supplement (a) the definition of “Available Cash” in the Borrower Partnership Agreement
or increase the amount of any management fee or similar fee of any sort to payable any Affiliate of
the Borrower or its Subsidiaries (other than the Borrower and its Subsidiaries) without the prior
written consent of the Majority Banks or (b) any other provision of the Borrower Partnership
Agreement if such amendment, modification or supplement would be materially adverse to the
interests of the Banks without the prior written consent of the Majority Banks. The Borrower shall
not amend, modify or supplement (a) the definition of “Available Cash” in the CESL Partnership
Agreement or increase the amount of any management fee or similar fee of any sort payable to any
Affiliate of the Borrower or its Subsidiaries (other than the Borrower and its Subsidiaries)
without the prior written consent of the Majority Banks or (b) any other provision of the CESL
Partnership Agreement if such amendment, modification or supplement would be materially adverse to
the interests of the Banks without the prior written consent of the Majority Banks. The Borrower
shall not increase the amount of any management fee or similar fee of any sort payable to any
Affiliate of the Borrower or its Subsidiaries (other than the Borrower and its Subsidiaries) under
the Omnibus Agreement without the prior written consent of the Majority Banks.



     Section 6.17. Note Agreement. 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.
The Borrower shall not amend, supplement or otherwise modify the terms of the Note Agreement
without the prior written consent of the Majority Banks, which consent will not be unreasonably
withheld, which has the effect of (a) increasing the outstanding principal amount of the Note
Obligations above $150,000,000, (b) 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 or (c) any other provision of the Note Agreement if such amendment,
modification or supplement would be materially adverse to the interests of the Banks without the
prior written consent of the Majority Banks.



     Section 6.18. [Intentionally Omitted].



     Section 6.19. Other Debt. 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 any unsecured Funded Debt incurred pursuant to
Section 6.02(k) prior to the Termination Date, other than principal payments not exceeding
$7,500,000 in the aggregate over the term of this Agreement. The Borrower shall not amend,
supplement or otherwise modify the terms of any Funded Debt incurred under Section 6.02(k) if such
amendment, supplement or other modification would not be permitted by the terms of Section 6.02(k)
without the prior written consent of the Majority Banks, which consent will not be unreasonably
withheld.



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ARTICLE VII




REMEDIES




     Section 7.01. Events of Default. The occurrence of any of the following events shall
constitute an “Event of Default” under any Credit Document:



          (a) Payment. The Borrower shall fail to (i) pay any principal of any Advance or any
L/C Borrowing when the same becomes due and payable, (ii) pay any interest on any Note or any fee
owing in connection with the Obligations, this Agreement or any of the other Credit Documents
within three Business Days after the same becomes due and payable or (iii) pay any other amount
owing in connection with the Obligations, this Agreement or any of the other Credit Documents
within five Business Days after the same becomes due and payable;



          (b) Representation and Warranties. Any representation or warranty made or deemed to
be made by the Borrower, the General Partner, any Guarantor or any Subsidiary, or by any officer of
any thereof, under or in connection with any Credit Document shall prove to have been incorrect in
any material respect when made or deemed to be made;



          (c) Covenant Breaches. The Borrower fails to perform or observe any term, covenant or
agreement contained in Sections 5.02, 5.13 or Article VI of this Agreement; or the Borrower, any
Guarantor or any Subsidiary fails to perform or observe any other term, covenant or agreement
contained in any Credit Document on its part to be performed or observed, and such failure remains
unremedied for 30 days after written notice thereof has been given to the Borrower, such Guarantor
or such Subsidiary, as applicable, by the Administrative Agent;



          (d) Cross-Defaults. The Borrower or any Material Subsidiary fails to pay any
principal of any Debt thereof (excluding the Obligations of the Borrower hereunder) that is
outstanding in a principal amount of at least $10,000,000 in the aggregate, or any interest or
premium thereon, when the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration demand or otherwise), and such failure continues after the applicable
grace period, if any, specified in the agreement or instrument relating to such Debt; any other
event occurs or condition exists under any agreement or instrument relating to any such Debt and
continues after the applicable grace period, if any, specified in such agreement or instrument, if
the effect of such event or condition is to accelerate, or to permit the acceleration of, the
maturity of such Debt; or any such Debt is declared to be due and payable or is required to be
prepaid, redeemed, purchased or defeased (other than by a regularly scheduled required prepayment,
redemption, purchase or defeasance), or an offer to prepay, redeem, purchase or defease such Debt
is required to be made, in each case before the stated maturity thereof;



          (e) Insolvency. The Borrower or any Material Subsidiary generally does not pay its
debts as such debts become due, admits in writing its inability to pay its debts generally or makes
a general assignment for the benefit of creditors; any proceeding is instituted by the Borrower or
any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or
its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a receiver,



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trustee or other similar official for it or for any substantial part of its property; any
proceeding is instituted against the Borrower or any Material Subsidiary seeking to adjudicate it a
bankrupt or insolvent, seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or
the appointment of a receiver, trustee or other similar official for it or for any substantial part
of its property, and either such proceeding remains undismissed or unstayed for a period of 60 days
or any of the actions sought in such proceeding (including the entry of an order for relief against
the Borrower or such Material Subsidiary, as applicable, or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part of its property) occurs; or
the Borrower or any Material Subsidiary takes any action to authorize any of the actions set forth
above in this Section 7.01(e);




          (f) Judgments.



               (i) Any judgment or order for the payment of money in excess of $10,000,000 is rendered
against the Borrower or any Material Subsidiary by a court of competent jurisdiction, and either
(a) enforcement proceedings are commenced by any creditor upon such judgment or order or (b) there
is any period of 30 consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, is not in effect, unless such judgment or order has
been vacated, satisfied, dismissed, or bonded pending appeal or, in the case of a judgment or order
the entire amount of which is covered by insurance (subject to applicable deductibles), is the
subject of a binding agreement with the plaintiff and the insurer covering payment therefor; or



               (ii) any nonmonetary judgment or order is rendered against the Borrower or any Material
Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there is any
period of 30 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, is not in effect;



          (g) [Intentionally deleted];



          (h) Credit Documents. Any material provision of any Credit Document for any reason
ceases to be valid and binding on, or enforceable against, the Borrower or any Material Subsidiary,
as applicable (except (i) pursuant to the terms of such Credit Document, (ii) as permitted by this
Agreement (including, without limitation, Sections 6.04 and 9.18 hereof or (iii) to the extent such
provision is released in writing by the Administrative Agent), or the Borrower or any Material
Subsidiary, as applicable, so states in writing;



          (i) Security Documents. Any Security Document for any reason (except pursuant to the
terms hereof (including, without limitation, Sections 6.04 and 9.18 hereof) or thereof) ceases to
create an Acceptable Security Interest on any material portion of the Collateral purported to be
covered by such Security Document, and the same, if curable, is not cured within 15 days after the
Administrative Agent notifies the Borrower or the affected Subsidiary, as applicable, of the same;
or



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          (j) Change of Control. A Change of Control shall occur.



     Section 7.02. Optional Acceleration of Maturity. If any Event of Default (other than
an Event of Default pursuant to paragraph (e) of Section 7.01 with respect to the Borrower) shall
have occurred and be continuing, then, and in any such event,



          (a) the Administrative Agent (i) shall at the request, or may with the consent, of the
Majority Banks, by notice to the Borrower, declare the obligation of each Bank and the Issuing Bank
to make extensions of credit hereunder, including the making of Advances and issuing of Letters of
Credit, to be terminated, whereupon the same shall forthwith terminate or (ii) shall, at the
request, or may with the consent, of the Majority Banks, by notice to the Borrower, declare all
principal, interest, fees, reimbursements, indemnifications and all other amounts payable under
this Agreement to be forthwith due and payable, whereupon the Notes (if any), all such principal,
interest, and other amounts shall become and be forthwith due and payable in full, without
presentment, demand, protest or further notice of any kind (including, without limitation, any
notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived
by the Borrower;



          (b) the Borrower shall, on demand of the Administrative Agent at the request or with the
consent of the Majority Banks, deposit with the Administrative Agent Cash Collateral in an amount
of cash equal to the Letter of Credit Exposure as security for the Obligations; and



          (c) the Administrative Agent shall at the request or may with the consent of the Majority
Banks proceed to enforce its rights and remedies under the Security Documents, the Guaranties, and
any other Credit Documents for the ratable benefit of the Creditors (as defined in the
Intercreditor Agreement) by appropriate proceedings.



     Section 7.03. Automatic Acceleration of Maturity. If any Event of Default pursuant to
paragraph (e) of Section 7.01 shall occur with respect to the Borrower,



          (a) (i) the obligation of each Bank and the Issuing Bank to make extensions of credit
hereunder, including making Advances and issuing Letters of Credit, shall immediately and
automatically be terminated and (ii) all principal, interest, fees, reimbursements,
indemnifications, and all other amounts payable under this Agreement, the Notes, and the other
Credit Documents shall immediately and automatically become and be due and payable in full, without
presentment, demand, protest or any notice of any kind (including, without limitation, any notice
of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the
Borrower; and



          (b) the Borrower shall deposit with the Administrative Agent Cash Collateral in an amount of
cash equal to the outstanding Letter of Credit Exposure as security for the Obligations; and



          (c) the Administrative Agent shall at the request and may with the consent of the Majority
Banks proceed to enforce its rights and remedies under the Security Documents, the Guaranties and
any other Credit Document for the ratable benefit of the Creditors by appropriate proceedings.



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     Section 7.04. Non-exclusivity of Remedies. No remedy conferred upon the
Administrative Agent or any Bank is intended to be exclusive of any other remedy, and each remedy
shall be cumulative of all other remedies existing by contract, at law, in equity, by statute or
otherwise.



     Section 7.05. Right of Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Administrative Agent and each Bank is hereby authorized at any time and from
time-to-time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other indebtedness
at any time owing by the Administrative Agent or any such Bank to or for the credit or the account
of the Borrower against any and all of the obligations of the Borrower now or hereafter existing
under this Agreement, any Notes held by such Bank, and the other Credit Documents, irrespective of
whether or not the Administrative Agent or such Bank shall have made any demand under this
Agreement, any Note, or such other Credit Documents, and although such obligations may be
unmatured. The Administrative Agent and each Bank agrees to promptly notify the Borrower after any
such set-off and application made by the Administrative Agent or such Bank, provided that the
failure to give the notice shall not affect the validity of such set-off and application. The
rights of the Administrative Agent and the Banks under this Section are in addition to any other
rights and remedies (including, without limitation, other rights of set-off) which the
Administrative Agent or the Banks may have.



     Section 7.06. Application of Collateral. The proceeds of any sale, or other
realization upon all or any part of the Collateral (as defined in each of the Security Documents)
shall be applied by the Administrative Agent in accordance with the terms of the Intercreditor
Agreement; provided, however that if the Intercreditor Agreement has been terminated, the
Administrative Agent shall apply such proceeds in the following order:



     first, to payment of the reasonable expenses of sale or other realization of such
Collateral, including reasonable compensation to the Administrative Agent and its agents and
counsel;



     second, to the payment of all reasonable expenses, liabilities, and advances incurred
or made by the Administrative Agent in connection therewith, and to the ratable payment of any
other unreimbursed reasonable expenses for which the Administrative Agent or any Bank is to be
reimbursed pursuant to the terms hereof or any other Credit Document;



     third, to the ratable payment of accrued but unpaid agent’s fees, commitment fees,
letter of credit fees, and fronting fees owing to the Administrative Agent, the Issuing Bank, and
the Banks in respect of the Advances and Letters of Credit under this Agreement and the Notes;



     fourth, to the ratable payment of accrued but unpaid interest on the Advances owing
under this Agreement; and



     fifth, to the ratable payment of all other Obligations which relate to the Advances,
Letters of Credit, any Interest Rate Contract between the Borrower or any Subsidiary and a Bank or
an Affiliate thereof, or any Hydrocarbon Hedge Agreement between the Borrower or any Subsidiary and
a Bank or an Affiliate thereof and which are owing to the Administrative Agent, the Collateral
Agent, the Banks and their Affiliates.



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     Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after
the payment in full of all the Obligations shall be promptly paid over to the Borrower or to
whoever may be lawfully entitled to receive such surplus.



ARTICLE VIII




THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT




     Section 8.01. Appointment and Authority. Each of the Banks and the Issuing Bank
hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent and
Collateral Agent hereunder and under the other Credit Documents and authorizes the Agents to take
such actions on its behalf and to exercise such powers as are delegated to the Agents by the terms
hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Agents, the Banks and the Issuing
Bank, and neither the Borrower nor any other Guarantor shall have rights as a third party
beneficiary of any of such provisions.



     Section 8.02. Rights as a Bank. The Person serving as the Agents hereunder shall have
the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as
though it were not an Agent and the term “Bank” or “Banks” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as the Agents
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if
such Person were not an Agent hereunder and without any duty to account therefor to the Banks.



     Section 8.03. Exculpatory Provisions. The Agents shall not have any duties or
obligations except those expressly set forth herein and in the other Credit Documents. Without
limiting the generality of the foregoing, the Agents:



          (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;



          (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit
Documents that such Agent is required to exercise as directed in writing by the Majority Banks (or
such other number or percentage of the Banks as shall be expressly provided for herein or in the
other Credit Documents), provided that the Agents shall not be required to take any action
that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is
contrary to any Credit Document or applicable law; and



          (c) shall not, except as expressly set forth herein and in the other Credit Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving
as the Agent or any of its Affiliates in any capacity.



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     The Agents shall not be liable for any action taken or not taken by it (i) with the consent or
at the request of the Majority Banks (or such other number or percentage of the Banks as shall be
necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Sections 9.01 and 7.02) or (ii) in the absence of its own gross negligence or
willful misconduct. The Agents shall be deemed not to have knowledge of any Default unless and
until notice describing such Default is given to the Agent by the Borrower, a Bank or the Issuing
Bank.



     The Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Credit Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Agent.



     Section 8.04. Reliance by Agents. The Agents shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Agents also may rely upon any
statement made to it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining compliance with any
condition hereunder to the making of an Advance, or the issuance of a Letter of Credit, that by its
terms must be fulfilled to the satisfaction of a Bank or the Issuing Bank, the Agents may presume
that such condition is satisfactory to such Bank or the Issuing Bank unless the Agent shall have
received notice to the contrary from such Bank or the Issuing Bank prior to the making of such
Advance or the issuance of such Letter of Credit. The Agents may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.



     Section 8.05. Delegation of Duties. The Agents may perform any and all of its duties
and exercise its rights and powers hereunder or under any other Credit Document by or through any
one or more sub-agents appointed by the Agent. The Agents and any such sub-agent may perform any
and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the
Related Parties of the Agents and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well
as activities as Agent.



     Section 8.06. Resignation of Administrative Agent. The Administrative Agent may at
any time give notice of its resignation to the Banks, the Issuing Bank and the Borrower. Upon
receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation
with the Borrower, to appoint a successor, which shall be a bank with an office in the United



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States, or an Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Majority Banks and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may on behalf of the Banks and the Issuing Bank, appoint a
successor Administrative Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Banks that no qualifying Person has accepted
such appointment, then such resignation shall nonetheless become effective in accordance with such
notice and (a) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Credit Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Banks or the Issuing Bank
under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such
collateral security until such time as a successor Administrative Agent is appointed) and (b) all
payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Bank and the Issuing Bank directly, until
such time as the Majority Banks appoint a successor Administrative Agent as provided for above in
this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent
shall be discharged from all of its duties and obligations hereunder or under the other Credit
Documents (if not already discharged therefrom as provided above in this Section). The fees
payable by the Borrower to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Borrower and such successor. After the
retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the
provisions of this Article and Section 9.04 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was
acting as Administrative Agent.




     Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as Issuing Bank and Collateral Agent. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank
and Collateral Agent, (b) the retiring Issuing Bank and Collateral Agent shall be discharged from
all of their respective duties and obligations hereunder or under the other Credit Documents, and
(c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory
to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank
with respect to such Letters of Credit.



     Section 8.07. Non-Reliance on Agents and Other Banks. Each Bank and the Issuing Bank
acknowledges that it has, independently and without reliance upon the Agents or any other Bank or
any of their Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank and
the Issuing Bank also acknowledges that it will, independently and without reliance upon the Agents
or any other Bank or any of their Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its



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own decisions in taking or not taking action under or based upon this Agreement, any other
Credit Document or any related agreement or any document furnished hereunder or thereunder.




     Section 8.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Bookrunner, Lead Arranger, Syndication Agent or any Co-Documentation Agent listed on
the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any
of the other Credit Documents, except in its capacity, as applicable, as an Agent, a Bank or the
Issuing Bank hereunder.



     Section 8.09. Administrative Agent May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Borrower or any Guarantor, the
Administrative Agent (irrespective of whether the principal of any Advance or Letter of Credit
Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall
be entitled and empowered, by intervention in such proceeding or otherwise



          (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Advances, Letter of Credit Obligations and all other Obligations that are
owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Banks, the Issuing Bank and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Banks, the Issuing Bank and
the Administrative Agent and their respective agents and counsel and all other amounts due the
Banks, the Issuing Bank and the Administrative Agent under Sections 2.13, 2.06 and 9.04) allowed in
such judicial proceeding; and



          (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Bank and the Issuing Bank to make such
payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Banks and the Issuing Bank, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.06 and 9.04.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Bank or the Issuing Bank any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Bank or to
authorize the Administrative Agent to vote in respect of the claim of any Bank in any such
proceeding.



     Section 8.10. Collateral and Guaranty Matters. The Banks and the Issuing Bank
irrevocably authorize the Collateral Agent, at its option and in its discretion,



          (a) to release any Lien on any property granted to or held by the Collateral Agent under any
Credit Document (i) upon termination of the aggregate Commitments and





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payment in full of all Obligations (other than contingent indemnification obligations) and the
expiration, termination or Cash Collateralization of all Letters of Credit, (ii) that is sold or to
be sold as part of or in connection with any sale permitted hereunder or under any other Credit
Document, (iii) pursuant to Section 9.18 or (iv) subject to Section 9.01, if approved, authorized
or ratified in writing by the Majority Banks;




          (b) to subordinate any Lien on any property granted to or held by the Administrative Agent
under any Credit Document to the holder of any Lien on such property that is permitted by Section
6.01; and



          (c) to release any Guarantor from its obligations under the Guaranty and any other applicable
Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder.



     Upon request by the Administrative Agent at any time, the Majority Banks will confirm in
writing the Administrative Agent’s authority to release or subordinate its interest in particular
types or items of property, or to release any Guarantor from its obligations under the Guaranty or
any other Credit Document pursuant to this Section 8.10.



     Section 8.11. Swap 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 Interest
Rate Contract or Hydrocarbon Hedge Agreement with the Borrower or any of its Subsidiaries on a pro
rata basis in respect of any obligations of the Borrower or any of its Subsidiaries which arise
under any such Interest Rate Contract or Hydrocarbon Hedge 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 Interest Rate Contracts and Hydrocarbon Hedge Agreements between such Persons in existence
prior to the Effective Date. No Bank or any Affiliate of a Bank shall have any voting rights under
any Credit Document as a result of the existence of obligations owed to it under any such Interest
Rate Contracts or Hydrocarbon Hedge Agreements.



ARTICLE IX




MISCELLANEOUS




     Section 9.01. Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any other Credit Document nor consent to any departure by the Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed by the Majority
Banks and the Borrower, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that no
amendment, waiver, or consent shall, unless in writing and signed by all the Banks, do any of the
following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the
Commitment of any Bank, (c) reduce the principal of, or interest on, the Advances or any fees or
other amounts payable hereunder or under any other Credit Document, (d) postpone any date fixed for
any payment of principal of, or interest on, the Advances or any fees or other amounts payable
hereunder or extend the Termination Date, (e) change the percentage of Banks which shall be
required for the Banks or any of them to take any action hereunder or under any other



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     Credit Document, (f) amend Section 2.09 or this Section 9.01, (g) amend the definition of
“Majority Banks,” (h) release any Guarantor from its obligations under any Guaranty, except in
connection with any transaction permitted by this Agreement, or (i) release any material portion of
the collateral securing the Obligations, except for releases of Collateral sold or otherwise
disposed of as permitted by this Agreement and pursuant to Section 9.18; and provided,
further, that no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent or the Issuing Bank in addition to the Banks required above to take such
action, affect the rights or duties of the Administrative Agent or the Issuing Bank, as the case
may be, under this Agreement or any other Credit Document.



     Section 9.02. Notices; Effectiveness; Electronic Communication.



          (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:



               (i) if to the Borrower, the Administrative Agent, the Collateral Agent or, the Issuing Bank,
to the address, telecopier number, electronic mail address or telephone number specified for such
Person on Schedule 2; and



               (ii) if to any other Bank, to the address, telecopier number, electronic mail address or
telephone number specified in its Administrative Questionnaire.



Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient).
Notices delivered through electronic communications to the extent provided in subsection (b) below,
shall be effective as provided in such subsection (b).




          (b) Electronic Communications. Notwithstanding anything to the contrary contained
herein, notices and other communications to the Administrative Agent, the Banks and the Issuing
Bank hereunder may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Bank or the Issuing Bank
pursuant to Article II if such Bank or the Issuing Bank, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be limited to particular
notices or communications.



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     Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor



     Section 9.03. No Waiver; Remedies. No failure on the part of the Administrative
Agent, any Bank or the Issuing Bank to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.



     Section 9.04. Expenses; Indemnity; Damage Waiver.



          (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of outside counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Credit Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
incurred by the Administrative Agent, any Bank or the Issuing Bank (including the fees, charges and
disbursements of any outside counsel for the Administrative Agent, any Bank or the Issuing Bank),
in connection with the enforcement or protection of its rights (A) in connection with this
Agreement and the other Credit Documents, including its rights under this Section, or (B) in
connection with the Advances made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Advances or Letters of Credit.



          (b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), the Collateral Agent, the Bookrunner, the Lead Arranger, the
Syndication Agent, any Co-Documentation Agent, each Bank and the Issuing Banks, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and
hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the fees, charges and disbursements of any outside counsel for any Indemnitee),
incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower
or any other Subsidiary arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective obligations hereunder
or thereunder or the consummation of



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the transactions contemplated hereby or thereby, (ii) any Advance or Letter of Credit or the
use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Borrower or any other Guarantor, and
regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by
or arising, in whole or in part, out of the negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any
other Subsidiary against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Credit Document, if the Borrower or such Subsidiary has obtained a
final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction.




          (c) Reimbursement by Banks. To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it
to the Administrative Agent (or any sub-agent thereof), the Issuing Bank or any Related Party of
any of the foregoing, each Bank severally agrees to pay to the Administrative Agent (or any such
sub-agent), the Issuing Bank or such Related Party, as the case may be, such Bank’s Pro Rata Share
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)
of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the Issuing Bank in its capacity as such, or
against any Related Party of any of the foregoing acting for the Administrative Agent (or any such
sub-agent) or Issuing Bank in connection with such capacity. The obligations of the Banks under
this subsection (c) are subject to the provisions of Section 2.02(f).



          (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Credit Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Advance or Letter of Credit or the use of the proceeds thereof.
No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the
use by unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection with this
Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.



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          (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor.



          (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent (and the Issuing Bank), the replacement of any Bank, the termination of the
aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.



     Section 9.05. Binding Effect. This Agreement shall become effective when it shall
have been executed by the Borrower, the Administrative Agent and the Banks and thereafter shall be
binding upon and inure to the benefit of the Borrower, the Administrative Agent, the Issuing Bank
and each Bank and their respective successors and assigns, except that the Borrower shall not have
the right to assign its rights or delegate its duties under this Agreement or any interest in this
Agreement without the prior written consent of each Bank.



     Section 9.06. Bank Assignments and Participations.



          (a) Assignments. Any Bank may assign to one or more banks or other entities all or
any portion of its rights and obligations under this Agreement (including, without limitation, all
or a portion of its Commitments, the Advances owing to it, and the participation interest in the
Letter of Credit Obligations held by it); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all of such Bank’s rights and
obligations assigned under this Agreement (including, without limitation, its obligations to make
Advances), (ii) the amount of the Commitments and Advances of such Bank being assigned pursuant to
each such assignment (determined as of the date of the Assignment and Assumption with respect to
such assignment) shall be, if to an entity other than a Bank, not less than $5,000,000.00 and shall
be an integral multiple of $1,000,000.00, (iii) each such assignment shall be to an Affiliate, an
Approved Fund or an Eligible Assignee, (iv) the parties to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Assumption, together with the Notes (if any) subject to such assignment, and (v)
each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent) shall pay to
the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance
and recording, from and after the effective date specified in each Assignment and Assumption, which
effective date shall be at least three Business Days after the execution thereof (unless waived by
the Administrative Agent), (a) the assignee thereunder shall be a party hereto for all purposes
and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Assumption, have the rights and obligations of a Bank hereunder and (b) such Bank
thereunder shall, to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Assumption, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or
the remaining portion of such Bank’s rights and obligations under this Agreement, such Bank shall
cease to be a party hereto).



          (b) Term of Assignments. By executing and delivering an Assignment and Assumption,
the Bank thereunder and the assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and



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Assumption, such Bank makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency of value
of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Bank
makes no representation or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the Guarantors or the performance or observance by the Borrower or the
Guarantors of any of their obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this
Agreement, together with copies of the financial statements referred to in Section 4.05 and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Assumption; (iv) such assignee will, independently and
without reliance upon the Administrative Agent, such Bank or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Bank.




          (c) The Register. The Administrative Agent shall maintain at its address referred to
in Section 9.02 a copy of each Assignment and Assumption delivered to and accepted by it and a
register for the recordation of the names and addresses of the Banks and the Commitments of, and
principal amount of the Advances owing to, each Bank from time to time (the “Register”).
The entries in the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Administrative Agent, the Issuing Bank, and the Banks may treat each
Person whose name is recorded in the Register as a Bank hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any Bank at any
reasonable time and from time to time upon reasonable prior notice.



          (d) Procedures. Upon its receipt of an Assignment and Assumption executed by a Bank
and an Eligible Assignee, together with the Notes subject to such assignment, the Administrative
Agent shall, if such Assignment and Assumption has been completed and is in substantially the form
of the attached Exhibit D, (i) accept such Assignment and Assumption, (ii) record the
information contained therein in the Register, and (iii) give prompt notice thereof to the
Borrower.



          (e) Participations. Each Bank may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in or to all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitments, the Advances owing to it, its
participation interest in the Letter of Credit Obligations, and the Notes held by it);
provided, however, that (i) such Bank’s obligations under this Agreement
(including, without limitation, its Commitments to the Borrower hereunder) shall remain unchanged,
(ii) such Bank shall remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) such Bank shall remain the holder of any such Notes for all purposes of
this Agreement, (iv) the



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Borrower, the Administrative Agent, and the Issuing Bank and the other Banks shall continue to
deal solely and directly with such Bank in connection with such Bank’s rights and obligations under
this Agreement, and (v) such Bank shall not require the participant’s consent to any matter under
this Agreement, except for change in the principal amount of the Notes, reductions in fees or
interest (in each case to the extent subject to such participation), releasing all or substantially
all of the Collateral (other than pursuant to Section 9.18), or extending the Termination Date
(provided that, in any case in which a participant has the right to approve any amendment, waiver
or consent as described above in this clause (v), such Bank shall retain (and hereby agrees to
exercise) the right to repurchase the participation of such participant if such participant does
not approve any such amendment, waiver or consent). The Borrower hereby agrees that participants
shall have the same rights under Sections 2.10, 2.11, 2.12(b) and 9.04 as a Bank to the extent of
their respective participations.




     Section 9.07. Treatment of Certain Information; Confidentiality. Each of the
Administrative Agent, the Banks and the Issuing Bank agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its Affiliates and
to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors
and representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Credit Document or any action or proceeding
relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to the Administrative Agent, any Bank, the Issuing Bank or any of their
respective Affiliates on a nonconfidential basis from a source other than the Borrower.



     For purposes of this Section, “Information” means all information received from the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any Bank
or the Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary, provided that, in the case of information received from the Borrower or any
Subsidiary after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



     Section 9.08. Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which



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when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.




     Section 9.09. Survival of Representations and Warranties. All representations and
warranties made hereunder and in any other Credit Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and warranties have been or will be relied upon by the
Administrative Agent and each Bank, regardless of any investigation made by the Administrative
Agent or any Bank or on their behalf and notwithstanding that the Administrative Agent or any Bank
may have had notice or knowledge of any Default at the time of any Advance or issuance of Letter of
Credit, and shall continue in full force and effect as long as any Advance or any other Obligation
hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.



     Section 9.10. Severability. In case one or more provisions of this Agreement or the
other Credit Documents shall be invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of the remaining provisions contained
herein or therein shall not be affected or impaired thereby.



     Section 9.11. Payments Set Aside. To the extent that any payment by or on behalf of
the Borrower is made to the Administrative Agent, the Issuing Bank or any Bank, or the
Administrative Agent, the Issuing Bank or any Bank exercises its right of setoff, and such payment
or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any settlement entered
into by the Administrative Agent, the Issuing Bank or such Bank in its discretion) to be repaid to
a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief
Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such setoff had not occurred, and (b) each Bank and the Issuing
Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest
thereon from the date of such demand to the date such payment is made at a rate per annum equal to
the Federal Funds Rate from time to time in effect. The obligations of the Banks and the Issuing
Bank under clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement



     Section 9.12. Guaranties. The Administrative Agent and each of the Banks hereby
consent to the terms and conditions of the Amended and Restated Subsidiary Guaranties executed by
each of the Guarantors on the date hereof.



     Section 9.13. Usury Not Intended. It is the intent of the Borrower, the
Administrative Agent and the Banks in the execution and performance of this Agreement and the other
Credit Documents to contract in strict compliance with applicable usury laws, including conflicts
of law concepts, governing the Advances of the Banks including such applicable laws of the State of
Texas and the United States of America from time-to-time in effect. In furtherance thereof, the
Administrative Agent, the Banks and the Borrower stipulate and agree that none of the terms and
provisions contained in this Agreement or the other Credit Documents shall ever be construed to



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create a contract to pay, as consideration for the use, forbearance or detention of money,
interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall
include the aggregate of all charges which constitute interest under such laws that are contracted
for, charged or received under this Agreement and the other Credit Documents; and in the event
that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved,
charged, received or paid on the Advances, include amounts which by applicable law are deemed
interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and
the Bank receiving same shall credit the same on the principal of its Advances (or if its Advances
shall have been paid in full, refund said excess to the Borrower). In the event that the maturity
of the Obligations is accelerated by reason of any election of the holder thereof resulting from
any Event of Default under this Agreement or otherwise, or in the event of any required or
permitted prepayment, then such consideration that constitutes interest may never include more than
the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be
canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid,
shall be credited on the Advances (or, if the Advances shall have been paid in full, refunded to
the Borrower of such interest). The provisions of this Section shall control over all other
provisions of this Agreement or the other Credit Documents which may be in apparent conflict
herewith. In determining whether or not the interest paid or payable under any specific
contingencies exceeds the Maximum Rate, the Borrower, the Administrative Agent and the Banks shall
to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in
equal parts during the period of the full stated term of the Advances, all amounts considered to be
interest under applicable law at any time contracted for, charged, received or reserved in
connection with the Obligations.




     Section 9.14. Waiver of Jury; Consent to Jurisdiction. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a
trial by jury in any legal proceeding directly or indirectly arising out of or relating to this
agreement or any other Credit Document or the transactions contemplated hereby or thereby (whether
based on contract, tort or any other theory). Each party hereto (a) certifies that no
representative, agent or attorney of any other person has represented, expressly or otherwise, that
such other person would not, in the event of litigation, seek to enforce the foregoing waiver and
(b) acknowledges that it and the other parties hereto have been induced to enter into this
agreement and the other Credit Documents by, among other things, the mutual waivers and
certifications in this section. Each such Party hereby irrevocably submits to the nonexclusive
jurisdiction of the United States district court for the northern district of Texas and of any
Texas state court sitting in Dallas, Texas for purposes of all legal proceedings arising out of or
relating to this Agreement, the other Credit Documents, and the transactions contemplated
thereby.



     Section 9.15. Governing Law. This Agreement, the Notes and the other Credit Documents
shall be governed by, and construed and enforced in accordance with, the laws of the State of
Texas. Without limiting the intent of the parties set forth above, (a) Chapter 15, Subtitle 3,
Title 79, of the Revised Civil Statutes of Texas, 1925, as amended (relating to revolving loans and
revolving tri-party accounts), shall not apply to this Agreement, the Notes,



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or the transactions contemplated hereby and (b) to the extent that any Bank may be subject to
Texas law limiting the amount of interest payable for its account, such Bank shall utilize the
indicated (weekly) rate ceiling from time to time in effect as provided in Chapter 303 of the Texas
Finance Code, as amended (formerly known as the indicated (weekly) rate ceiling in Article
5069-1.04 of the Revised Civil Statutes of Texas).




     Section 9.16. Credit Documents. To the extent the specific terms and provisions of
this Credit Agreement expressly conflict with the specific terms and provisions of any of the other
Credit Documents, the specific terms and provisions of this Credit Agreement shall control.



     Section 9.17. Existing Indebtedness. The indebtedness of the Borrower evidenced under
this Agreement and the other Credit Documents is given in renewal, extension, modification but not
in extinguishment or discharge of, a portion of the indebtedness evidenced by the Notes executed by
the Predecessor Borrower each dated June 18, 2004, in the aggregate principal amount of
$200,000,000 executed by the Predecessor Borrower to the order of the lenders named therein, each
bearing interest and being due and payable as therein provided.



     Section 9.18. Release of Collateral. If after the Effective Date (a) the Borrower has
senior unsecured long-term debt outstanding (or if no such senior unsecured long-term debt is
outstanding that is rated by S&P or Moody’s, the Borrower has a corporate debt rating) that (i) is
rated by S&P and all such debt is rated at or above BB+ by S&P and such rating shall be the only
rating of the Borrower with respect to such debt; (ii) is rated by Moody’s and all such debt is
rated at or above Ba1 by Moody’s and such rating shall be the only rating of the Borrower with
respect to such debt; or (iii) is rated by S&P and Moody’s and all such debt is rated at or above
BB+ by S&P and Ba1 by Moody’s (a “Ratings Increase”), and (b) so long as no Default or
Event of Default shall have occurred and then be continuing at such time, then the Collateral shall
be released from the Liens created by the Security Documents and all obligations (other than those
expressly stated to survive such termination) of the Collateral Agent, the Borrower and each
Guarantor thereunder shall terminate, all without delivery of any instrument or performance of any
act by any party, and all rights to the Collateral shall revert to the Borrower and its respective
Subsidiaries; provided however, that (A) the Holders shall also grant a similar
release of Collateral, (B) the Borrower and its Subsidiaries shall grant the Administrative Agent
and the Banks a negative pledge on the assets of the Borrower and its Subsidiaries, except for
Liens permitted by Section 6.02, and shall not grant a negative pledge to any other creditor other
than the Holders and (C) the obligations of the Borrower arising under this Agreement and the
Credit Documents rank pari passu and equal in right of payment with all of the other Debt of the
Borrower, which is not by its terms secured by any assets of the Borrower and its Subsidiaries, and
which is not subordinate in right of payment to any other Debt of the Borrower or its Subsidiaries.
At the request and expense of the Borrower following any such termination and release, the
Collateral Agent shall deliver to the Borrower or such respective Subsidiary any Collateral held by
the Collateral Agent under the Security Documents, and shall execute and deliver to the Borrower or
such Subsidiary such documents as such Person shall reasonably request to evidence such termination
and release. Notwithstanding the foregoing, if subsequent to such Rating Increase, the Borrower
has senior unsecured long-term debt outstanding that (i) is rated by Standard & Poor’s and all such
debt is rated below BB+ by S&P and such rating shall be the only rating of the Borrower; (ii) is
rated by Moody’s and all such debt is rated below Ba1 by Moody’s and such rating shall be the only
rating of the Borrower; or (iii) is rated by S&P and



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Moody’s and all such debt is rated below BB+ by Standard & Poor’s and Ba1 by Moody’s, then, at
the expense of the Borrower, the Borrower shall promptly, or such cause each of its Subsidiaries to
promptly, execute and deliver to the Collateral Agent such security agreements, amendments to this
Agreement, other documents and legal opinions, as the Collateral Agent and the Lenders may
reasonably request or deem necessary in connection with the foregoing grant of a security interest,
in order to cause the Collateral to be subject to the Liens created by the Security Documents as of
the Effective Date, and the Company shall execute and deliver such security agreements, amendments
to this Agreement, other documents and legal opinions, as the Agent and the Lenders may reasonably
request in connection with the foregoing grant of a security interest, and the provisions of this
Section 9.18 shall not apply to any future Ratings Increase.




     Section 9.19. Assignment and Assumption. Effective as of the Effective Date, the
Predecessor Borrower assigns and transfers all its rights, title, interest, liabilities and
obligations to the Borrower under the Existing Credit Agreement as if the Borrower had originally
executed the Credit Agreement. The Borrower hereby expressly assumes the obligations of the
Predecessor Borrower under the Existing Credit Agreement and each of the other Credit Documents to
which the Predecessor Borrower was a party. The Borrower hereby agrees to be bound by the terms of
the Agreement and to perform all of the obligations of the Predecessor Borrower in respect thereof
as if the Existing Credit Agreement had been contracted originally by the Borrower.



     Section 9.20. USA PATRIOT Act Notice. Each Bank that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Bank) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify
and record information that identifies the Borrower, which information includes the name and
address of the Borrower and other information that will allow such Bank or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.



     Pursuant to section 26.02 of the Texas business and commerce code, a credit agreement in
which the amount involved in the credit agreement exceeds $50,000 in value is not enforceable
unless the credit agreement is in writing and signed by the party to be bound or that party’s
authorized representative.



     The rights and obligations of the parties to an agreement subject to the preceding
paragraph shall be determined solely from the written credit agreement, and any prior oral
agreements between the parties are superseded by and merged into the credit agreement. This
written Agreement and the Credit Documents, as defined in this Agreement, 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.



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     EXECUTED as of the 31st day of March, 2004.



	 	 	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 	 	 
	 	 	CROSSTEX ENERGY, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy GP, L.P.,

its general partner
	 
	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy GP, LLC,

its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ Gysle R. Shellum 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Gysle R. Shellum 

Vice President — Finance
	 
	 	 	 	 	 	 
	 	 	PREDECESSOR BORROWER:
	 
	 	 	 	 	 	 
	 	 	CROSSTEX ENERGY SERVICES, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Crosstex Operating GP, LLC, 

its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ Gysle R. Shellum 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Gysle R. Shellum 

Vice President — Finance
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., 

as Administrative Agent
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Matthew Correia 
	 	 	 	 	 
	

	 	Name:	 	Matthew Correia 
	 	 	 	 	 
	

	 	Title:	 	Assistant Vice President 
	 	 	 	 	 







Signature Page to Third Amended and Restated Credit Agreement

Crosstex Energy, L.P.




 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., 

as Collateral Agent, a Bank and as an Issuing Bank
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Allison Goodwin 
	 	 	 	 	 
	

	 	Name:	 	Allison Goodwin 
	 	 	 	 	 
	

	 	Title:	 	Director 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A., 

as Syndication Agent, a Bank and an Issuing Bank
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ John Clark 
	 	 	 	 	 
	 
	 	Name:	 	John Clark 
	 	 	 	 	 
	

	 	Title:	 	Vice President 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Randall Osterberg 
	 	 	 	 	 
	

	 	Name:	 	Randall Osterberg 
	 	 	 	 	 
	

	 	Title:	 	Senior Vice President 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, 

as Co-Documentation Agent and a Bank
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ David A. McCluskey 
	 	 	 	 	 
	

	 	Name:	 	David A. McCluskey 
	 	 	 	 	 
	

	 	Title:	 	Authorized Signatory 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, 

as Co-Documentation Agent and a Bank
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Matthew J. Purchase 
	 	 	 	 	 
	

	 	Name:	 	Matthew J. Purchase 
	 	 	 	 	 
	

	 	Title:	 	Vice President 
	 	 	 	 	 







Signature Page to Third Amended and Restated Credit Agreement

Crosstex Energy, L.P.




 









 






	 	 	 	 	 	 	 
	 	 	BNP PARIBAS, 

as Co-Documentation Agent and a Bank
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ J. Onischuk 
	 	 	 	 	 
	

	 	Name:	 	J. Onischuk 
	 	 	 	 	 
	

	 	Title:	 	Director 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Greg Smothers 
	 	 	 	 	 
	

	 	Name:	 	Greg Smothers 
	 	 	 	 	 
	

	 	Title:	 	Vice President 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTY BANK
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Jim R. Hamilton 
	 	 	 	 	 
	

	 	Name:	 	Jim R. Hamilton 
	 	 	 	 	 
	

	 	Title:	 	Senior Vice President 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ David E. Hunt 
	 	 	 	 	 
	

	 	Name:	 	David E. Hunt 
	 	 	 	 	 
	

	 	Title:	 	Attorney-in-Fact 
	 	 	 	 	 
	 
	 	 	SUNTRUST BANK
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ David Edge 
	 	 	 	 	 
	

	 	Name:	 	David Edge 
	 	 	 	 	 
	

	 	Title:	 	Managing Director 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	KEY BANK, N.A.
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Thomas Rajan 
	 	 	 	 	 
	

	 	Name:	 	Thomas Rajan 
	 	 	 	 	 
	

	 	Title:	 	Vice President 
	 	 	 	 	 







Signature Page to Third Amended and Restated Credit Agreement

Crosstex Energy, L.P.




 









 






	 	 	 	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Michele L. Jones
	 	 	 	 	 
	

	 	Name:	 	Michele L. Jones	 	 
	 	 	 	 	 
	

	 	Title:	 	Senior Vice President
	 	 	 	 	 





Signature Page to Third Amended and Restated Credit Agreement

Crosstex Energy, L.P.