exv10w1






Exhibit 10.1




FIFTH AMENDMENT AND CONSENT




     THIS FIFTH AMENDMENT AND CONSENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is entered into as of November 7, 2008 by and among each of the persons listed
on the signature pages hereof as banks (the “Banks”), Crosstex Energy, L.P., a Delaware
limited partnership (the “Borrower”), and Bank of America, N.A., as administrative agent
(in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity,
the “Collateral Agent”).



ARTICLE I




BACKGROUND




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



     B. Crosstex Seminole Gas, L.P. (“Crosstex Seminole”), a Subsidiary of the Borrower and
a Guarantor, owns an undivided 12.4% interest (the “Seminole Plant Interest”) in a certain
gas processing plant known as the Seminole Gas Processing Plant (previously known as the Seminole
CO2 Recovery Plant) and as described in that certain Unit Agreement which is recorded in Volume
189, Page 559 of the Oil and Gas Records of Gaines County, Texas.



     C. Crosstex Seminole intends to sell the Seminole Plant Interest in exchange for Net Cash
Proceeds (calculated without subtracting taxes paid or reasonably estimated to be payable as a
result of such sale) equal to at least $75,000,000.00 (the “Seminole Plant Sale”).



     D. The Seminole Plant Sale is prohibited under Section 6.04 of the Credit Agreement.



     E. The Borrower has requested, and the Banks have agreed, to consent to the Seminole Plant
Sale and to make certain amendments to the Credit Agreement, each as provided for herein.



ARTICLE II




AGREEMENT




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



 









 





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



          (a) The definition of “Acquisition Adjustment Period” in Section 1.01 of the
Credit Agreement is hereby amended by replacing “the Second Amendment Effective Date” with
“December 31, 2010”.




          (b) The definition of “Applicable Margin” in Section 1.01 of the Credit
Agreement is hereby amended by (i) replacing “if at any time during an Acquisition Adjustment
Period, the Leverage Ratio is greater than 4.50 to 1.00, then the Applicable Margin shall be, with
respect to Eurodollar Rate Advances, 2.00% and with respect to Reference Rate Advances, 0.50%” with
“if at any time during an Acquisition Adjustment Period, the Leverage Ratio is greater than 4.50 to
1.00, then the Applicable Margin shall be, with respect to Eurodollar Rate Advances, 3.25% and with
respect to Reference Rate Advances, 2.25%” and (ii) replacing the pricing grid in its entirety as
follows:




	 	 	 	 	 	 	 	 	 
	 	 	Eurodollar Rate	 	Reference Rate	 	Commitment	 	Letter of
	Leverage Ratio	 	Advances	 	Advances	 	Fees	 	Credit Fees
	= 4.25
	 	3.00%
	 	2.00%
	 	0.500%
	 	3.00%
	= 3.75 and

< 4.25
	 	2.75%
	 	1.75%
	 	0.500%
	 	2.75%
	= 3.25 and

< 3.75
	 	2.25%
	 	1.25%
	 	0.375%
	 	2.25%
	= 2.75 and

< 3.25
	 	2.00%
	 	1.00%
	 	0.300%
	 	2.00%
	= 2.25 and

< 2.75
	 	1.75%
	 	0.75%
	 	0.250%
	 	1.75%
	< 2.25
	 	1.50%
	 	0.50%
	 	0.200%
	 	1.50%






          (c) The definition of “EBITDA” in Section 1.01 of the Credit Agreement is
hereby amended by (i) replacing “For purposes of calculating the Leverage Ratio only” with “For
purposes of calculating (x) the Leverage Ratio and (y) for any period ending prior to the Fifth
Amendment Effective Date, the Interest Charge Coverage Ratio” and (ii) adding the following
paragraph to the end of such definition:





	 	 	Notwithstanding the foregoing, such pro forma adjustments to EBITDA (x) for the
periods of calculation ending December 31, 2008 and March 31, 2009 shall be limited
to 20% of the total actual EBITDA for such period, (y) for the period of calculation
ending June 30, 2009 shall be limited to 15% of the total actual EBITDA for such
period and (z) for periods of calculation ending thereafter, shall be limited to 10%
of the total actual EBITDA for such period, in each case, which total actual EBITDA
shall be determined without including any such pro forma adjustments to EBITDA.





          (d) The definition of “Interest Expense” in Section 1.01 of the Credit
Agreement is hereby amended by inserting “prior to the Fifth Amendment Effective Date” immediately
after “on a pro forma basis at any time”.




2









 








          (e) The definition of “Reference Rate” in Section 1.01 of the Credit Agreement
is hereby restated in its entirety as follows:





     “Reference Rate” means for any day a fluctuating rate per annum equal
to the highest of the following, in each case, to the extent determinable by the
Administrative Agent: (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Eurodollar
Rate with respect to Interest Periods of one month determined as of approximately
11:00 a.m. (London time) on such day plus 1.50% and (c) the rate of interest in
effect for such day as publicly announced from time to time by Bank of America as
its “prime rate.” The “prime rate” is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change
in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.



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





     “Defaulting Bank” means any Bank that (a) has failed to fund any
portion of the Advances or L/C Advances required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder unless such
failure has been cured, (b) has otherwise failed to pay over to the Administrative
Agent, the Collateral Agent, the Issuing Bank or any other Bank any other amount
required to be paid by it hereunder within one Business Day of the date when due,
unless the subject of a good faith dispute or unless such failure has been cured, or
(c) has been deemed insolvent or become the subject of a bankruptcy or other similar
proceeding.




     “Fifth Amendment Effective Date” means November 7, 2008.




     “Impacted Bank” means (a) any Bank that is a Defaulting Bank and (b)
any Bank as to which (i) the Borrower, the Administrative Agent or the Issuing Bank
has a good faith belief that such Bank has defaulted in fulfilling its obligations
under one or more other syndicated credit facilities or (ii) an entity that controls
such Bank has been deemed insolvent or become subject to a bankruptcy or other
similar proceeding.



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





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



3









 





          (h) Section 2.14 of the Credit Agreement is hereby amended by replacing “Defaulting
Bank” with “Impacted Bank”.




          (i) Section 6.13 of the Credit Agreement is hereby amended by replacing “3.00 to 1.00”
with “2.50 to 1.00”.




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





     (a) If no Unsecured Note Indebtedness is outstanding on the applicable date of
determination, 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 (i) 5.00 to 1.00 for any fiscal quarter ending during the period
commencing on the Fifth Amendment Effective Date and ending June 30, 2009, (ii) 4.75
to 1.00 for the fiscal quarter ending September 30, 2009, and (iii) 4.50 to 1.00 for
any fiscal quarter ending thereafter; provided, however, that, for any fiscal
quarter ending after December 31, 2010, during an Acquisition Adjustment Period, the
maximum permitted Leverage Ratio shall be increased by 0.50 to 1.00 from the
otherwise applicable ratio set forth above.



          (k) Section 6.14(b) of the Credit Agreement is hereby amended by (i) replacing “5.50
to 1.00” with “5.25 to 1.00” and (ii) inserting “, for any fiscal quarter ending after December 31,
2010,” immediately after “provided, however, that”.




          (l) Section 6.14(c) of the Credit Agreement is hereby amended by (i) replacing “4.50
to 1.00” with “4.25 to 1.00” and (ii) inserting “, for any fiscal quarter ending after December 31,
2010,” immediately after “provided, however, that”.




     Section 2. Consent. The Banks hereby consent to (a) the amendment of the Note
Agreement pursuant to the Waiver and Letter Amendment No. 3 to Amended and Restated Note Purchase
Agreement, substantially in the form attached hereto as Exhibit A (the “Note Agreement
Amendment”) and (b) the Seminole Plant Sale and the release of the Seminole Plant Interest from
the Lien of the Collateral Agent under the Credit Documents contemporaneously with the consummation
of the Seminole Plant Sale and agree (i) that the Seminole Plant Sale shall not constitute a
Default or Event of Default under the Credit Agreement as a result of a violation of Section
6.04 of the Credit Agreement and (ii) that the consideration for the Seminole Plant Sale shall
not be included in the calculation of the limitation on dispositions in Section 6.04(g) of
the Credit Agreement; provided that (x) the Seminole Plant Sale is consummated on or before
January 31, 2009 on terms and conditions reasonably satisfactory to the Administrative Agent and
(y) the Net Cash Proceeds of the Seminole Plant Sale are used to prepay the Advances to the extent
required by Section 2.04(b)(ii) of the Credit Agreement. Such consent is limited to the
extent described herein and shall not be construed to be a consent to or a permanent waiver of
Section 6.04 of the Credit Agreement or any other terms, provisions, covenants, warranties
or agreements contained in the Credit Agreement or in any of the other Credit Documents. The
Administrative Agent, the Collateral Agent and the Banks reserve the right to exercise any rights
and remedies available to them in connection with any present or future Defaults or Events of
Default with respect to the Credit Agreement or any other provision of any Credit Document.



4









 





     Section 3. Conditions Precedent. The amendment to the Credit Agreement in Section
1(c)(i) shall become effective as of November 1, 2005 and the other amendments to the Credit
Agreement in Section 1 and the consent under the Credit Agreement in Section 2
shall become effective as of the date first set forth above upon the satisfaction of the following
conditions precedent:



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




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




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




               (3) an executed copy of the Note Agreement Amendment.




          (b) The Borrower shall have paid the fees required by the Fee Letter dated as of November 7,
2008 between the Borrower and the Agent and all costs and expenses that have been invoiced and are
payable pursuant to Section 9.04 of the Credit Agreement.




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



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




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




          (c) Assuming due execution and delivery by the Majority Banks, the Administrative Agent and
the Collateral Agent, this Amendment constitutes legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or
other similar laws affecting creditors’ rights generally or by general principles of equity
(regardless of whether such enforceability is considered in any proceeding in law or in equity).




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




5









 








          (e) The quarterly and annual financial statements most recently delivered to the Banks
pursuant to Sections 5.01(c) and (d) of the Credit Agreement fairly present in all material
respects the Consolidated financial condition of the Borrower and its Subsidiaries as of the
respective dates thereof and the Consolidated results of the operations of the Borrower and its
Subsidiaries for the respective fiscal periods ended on such dates, all in accordance with GAAP
applied on a consistent basis (subject to normal year-end audit adjustments and the absence of
footnotes in the case of the quarterly financial statements). Since December 31, 2007, no Material
Adverse Effect has occurred. The Borrower and its Subsidiaries have no material contingent
liabilities except as disclosed in such financial statements or the notes thereto.




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




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




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




     Section 5. Covenant. As soon as available and in any event prior to the consummation
of the Seminole Plant Sale, the Borrower shall provide the Administrative Agent with an executed
copy of the purchase and sale agreement between Crosstex Seminole and the purchaser of the Seminole
Plant Interest providing for the Seminole Plant Sale in form and substance reasonably acceptable to
the Administrative Agent.



     Section 6. Reference to and Effect on the Credit Agreement.



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




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




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




6









 








     Section 7. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each which when so executed and
delivered shall be deemed to be an original and all of which when taken together shall constitute
but one and the same instrument. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of an originally executed counterpart of
this Amendment.



     Section 8. Governing Law; Binding Effect. This Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas, and shall be binding
upon the Borrower, the Administrative Agent, the Collateral Agent, each Bank and their respective
successors and assigns.



     Section 9. Costs and Expenses. The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation, execution and delivery of
this Amendment and the other instruments and documents to be delivered hereunder, including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto and with respect to advising the Administrative Agent as to its rights and responsibilities
hereunder and thereunder.



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



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



[Remainder of this page blank; signature pages follow]




7









 





     Executed as of the date first set forth above.



	 	 	 	 	 
	 	 	CROSSTEX ENERGY, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	Crosstex Energy GP, L.P.,
General Partner
	 
	 	 	 	 
	 

	 	By:
	 	Crosstex Energy GP, LLC,

General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Garberding
	 

	 	 	 	 
	 

	 	Name:
	 	Michael Garberding
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President — Finance
	 

	 	 	 	 





Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





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




	 	 	 	 	 
	 	CROSSTEX ENERGY SERVICES, L.P.





By: Crosstex Operating GP, LLC, its general partner

 	 
	 	By:  	/s/ Michael Garberding
 	 
	 	 	Name: 	Michael Garberding 
	 	 	Title: 	Vice President — Finance 
	 
	 	CROSSTEX OPERATING GP, LLC

CROSSTEX ENERGY SERVICES GP, LLC

CROSSTEX LIG, LLC

CROSSTEX TUSCALOOSA, LLC

CROSSTEX LIG LIQUIDS, LLC

CROSSTEX PROCESSING SERVICES, LLC

CROSSTEX PELICAN, LLC

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



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	CROSSTEX ACQUISITION MANAGEMENT, L.P.

CROSSTEX MISSISSIPPI PIPELINE, L.P.

CROSSTEX SEMINOLE GAS, L.P.

CROSSTEX ALABAMA GATHERING SYSTEM, L.P.

CROSSTEX MISSISSIPPI INDUSTRIAL GAS SALES, L.P.

CROSSTEX GULF COAST TRANSMISSION LTD.

CROSSTEX GULF COAST MARKETING LTD.

CROSSTEX CCNG GATHERING LTD.

CROSSTEX CCNG PROCESSING LTD.

CROSSTEX CCNG TRANSMISSION LTD.

CROSSTEX TREATING SERVICES, L.P.

CROSSTEX NORTH TEXAS PIPELINE, L.P.

CROSSTEX NORTH TEXAS GATHERING, L.P.

CROSSTEX NGL MARKETING, L.P.

CROSSTEX NGL PIPELINE, L.P.





By: Crosstex Energy Services GP, LLC, general partner

of each above limited partnership

 	 
	 	By:  	/s/ Michael Garberding
 	 
	 	 	Name:  	Michael Garberding 	 
	 	 	Title:  	Vice President — Finance 	 
	 
	 	SABINE PASS PLANT FACILITY JOINT VENTURE





By: Crosstex Processing Services, LLC, as general

                         partner, and



By: Crosstex Pelican, LLC, as general partner

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



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent, Collateral Agent, a Bank and

an Issuing Bank

 	 
	 	By:  	/s/ Jeffrey H. Rathkamp
 	 
	 	 	Name:  	Jeffrey H. Rathkamp 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/ Timothy Brendel
 	 
	 	 	Name:  	Timothy Brendel 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/ Carmen Malizia
 	 
	 	 	Name:  	Carmen Malizia 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

 	 
	 	By:  	/s/ Gumaro Tijerina
 	 
	 	 	Name:  	Gumaro Tijerina 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Shannan Townsend
 	 
	 	 	Name:  	Shannan Townsend 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH

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



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	BNP PARIBAS

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



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ David E. Hunt
 	 
	 	 	Name:  	David E. Hunt 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	SCOTIABANC INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA

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



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

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



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	FORTIS CAPITAL CORP.

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



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	GUARANTY BANK

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



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Kenneth J. Fatur
 	 
	 	 	Name:  	Kenneth J. Fatur 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	NATIXIS

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



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	KEY BANK, N.A.

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



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Rebecca Wilson
 	 
	 	 	Name:  	Rebecca Wilson 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature Page to Fifth Amendment and Consent

Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	SOCIETE GENERALE

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



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Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	STERLING BANK

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








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Crosstex Energy, L.P.




 









 











	 	 	 	 	 
	 	COMPASS BANK

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


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Crosstex Energy, L.P.





 









 





	 	 	 	 	 
	 	BANK OF SCOTLAND

 	 
	 	By:  	/s/ Julia R. Franklin
 	 
	 	 	Name:  	Julia R. Franklin 	 
	 	 	Title:  	Assistant Vice President 	 
	 



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Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.

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



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Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	NATIONAL CITY BANK

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



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Crosstex Energy, L.P.




 









 





	 	 	 	 	 
	 	COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK BA

“RABOBANK NEDERLAND” NEW YORK BRANCH

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


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Crosstex Energy, L.P.





 









 





EXHIBIT A




Note Agreement Amendment




See attached.