exv10w2






Exhibit 10.2




EXECUTION COPY




WAIVER AND LETTER AMENDMENT NO. 3




to




AMENDED AND RESTATED

NOTE PURCHASE AGREEMENT




As of November 7, 2008




	 	 	 
	To:

	 	Each of the Holders listed
	 

	 	on Exhibit A attached hereto





Ladies and Gentlemen:




     We refer to the Amended and Restated Note Purchase Agreement, dated as of March 31, 2005, as
amended as of June 22, 2005, November 1, 2005, March 13, 2006 and June 29, 2006, as Amended and
Restated as of July 25, 2006 and as amended by Letter Amendment No. 1 to Amended and Restated Note
Purchase Agreement, dated as of March 30, 2007, and Letter Amendment No. 2 to Amended and Restated
Note Purchase Agreement, dated as of September 19, 2007 (as so amended and restated and amended,
the “Agreement”), among Crosstex Energy, L.P., a Delaware limited partnership (the “Company”), on
one hand, and each of you (the “Holders”), on the other hand. Unless otherwise defined in this
Waiver and Letter Amendment No. 3 to Amended and Restated Note Purchase Agreement (this
“Amendment”), the terms defined in the Agreement shall be used herein as therein defined.



     Crosstex Seminole Gas, L.P. (“Crosstex Seminole”), a Subsidiary of the Company 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. 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”). The Seminole Plant Sale is prohibited under paragraph
6C(5) of the Agreement.



     The Company has requested that the Holders waive the provisions of paragraphs 4F(i) and 6C(5)
of the Agreement with respect to the Seminole Plant Sale and agree to make certain amendments to
the Agreement as hereinafter provided. Subject to the terms and conditions specified herein, and
provided that the Company agrees to certain amendments to the Agreement and the Notes set forth
below, the Holders have indicated their willingness to grant such waivers and to make such
amendments requested by the Company as more particularly set forth herein.



     Accordingly, subject to satisfaction of the conditions set forth in paragraph 4 hereof, and in
reliance on the representations and warranties of the Company set forth in paragraph 3 hereof,



 









 







the Holders hereby agree with the Company to amend the Agreement and the Notes as provided in
paragraph 1 below effective as of the Amendment No. 3 Effective Date (as defined in paragraph 4
below) and grant the waivers with respect to the Seminole Plant Sale below effective at the time
provided in paragraph 2 below.



     1. Amendments.



          (a) Paragraph 1A. Authorization of Series A Notes; Exhibit A-1; Series A Notes. Paragraph 1A
of the Agreement, Exhibit A-1 to the Agreement and each outstanding Series A Note is hereby amended
to change the interest rate thereof from “6.95%” to “7.45%” in each place where it appears therein.




          (b) Paragraph 1B. Authorization of Series B Notes; Exhibit A-2; Series B Notes. Paragraph 1B
of the Agreement, Exhibit A-2 to the Agreement and each outstanding Series B Note is hereby amended
to change the interest rate thereof from “6.88%” to “7.38%” in each place where it appears therein.




          (c) Paragraph 1C. Authorization of Series C Notes, Exhibit A-3; Series C Notes. Paragraph 1C
of the Agreement, Exhibit A-3 to the Agreement and each outstanding Series C Note is hereby amended
to change the interest rate thereof from “6.96%” to “7.46%” in each place where it appears therein.




          (d) Paragraph 1D. Authorization of Series D Notes, Exhibit A-4; Series D Notes. Paragraph 1D
of the Agreement, Exhibit A-4 to the Agreement and each outstanding Series D Note is hereby amended
to change the interest rate thereof from “6.23%” to “6.73%” in each place where it appears therein.




          (e) Paragraph 1E. Authorization of Series E Notes; Exhibit A-5; Series E Notes. Paragraph 1E
of the Agreement, Exhibit A-5 to the Agreement and each outstanding Series E Note is hereby amended
to change the interest rate thereof from “6.32%” to “6.82%” in each place where it appears therein.




          (f) Paragraph 1F. Authorization of Series F Notes; Exhibit A-6; Series F Notes. Paragraph 1F
of the Agreement, Exhibit A-6 to the Agreement and each outstanding Series F Note is hereby amended
to change the interest rate thereof from “6.96%” to “7.46%” in each place where it appears therein.




          (g) Paragraph 5A. Reporting Requirements. Paragraph 5A of the Agreement is hereby amended by
adding the following to the end thereof to read as follows:





“Together with any financial statements delivered under clauses (i) or (ii) hereof, the
Company shall deliver a schedule showing the interest accrued on the Notes during such
fiscal quarter, any Excess Leverage Fee accrued under paragraph 5R(1) hereof during such
fiscal quarter and showing the computations in reasonable detail.”



          (h) Paragraph 5R. Excess Leverage Fee, RBC Fee and Interest Rate Increase. Paragraph 5R of
the Agreement is hereby amended and restated to read as follows:




2









 









          “5R(1). Excess Leverage Fee. If the Leverage Ratio as of the end of any fiscal
quarter, commencing with the fiscal quarter ending on September 30, 2008, is greater than
3.75:1.00, then for such fiscal quarter the Company agrees to pay to the holders of the
Notes, in addition to the interest accruing on the Notes and in addition to any increase in
such rate of interest that may result from the provisions of paragraph 5R(3), a fee (the
“Excess Leverage Fee”), payable in arrears on or before the 45th day after the
end of such fiscal quarter, equal to the product of (i) 0.75%, multiplied by (ii) the daily
average outstanding principal balance of the Notes during such fiscal quarter.
Notwithstanding the foregoing, no Excess Leverage Fee shall be payable with respect to any
period of any fiscal quarter with respect to which a RBC Fee is payable under paragraph
5R(2). The receipt by the holders of the Notes of any Excess Leverage Fee shall not
constitute a waiver of any Default or Event of Default.




          5R(2). RBC Fee. If a RBC Event occurs or has occurred and is continuing, then, in
addition to the interest accruing on the Notes, the Company agrees to pay to each Holder and
in addition to any increase in such rate of interest that may result from the provisions of
paragraph 5R(3), a fee (the “RBC Fee”) on the daily average outstanding principal amount of
such Note during the continuance of such RBC Event at a rate per annum equal to 0.75%. The
RBC Fee with respect to each Note shall be calculated on the same basis as interest on such
Note is calculated and shall be paid in arrears on each day upon which interest for any
period is due on such Note if a RBC Event continued for any part of such period; provided,
however, that any portion of the RBC Fee relating to any period prior to the time the
Company first received notice of the occurrence of a RBC Event that would otherwise have
been payable on a prior interest payment date or dates shall be payable within five (5)
Business Days after the Company receives notice of the occurrence of such RBC Event.
Notwithstanding the foregoing, any Excess Leverage Fee paid with respect to any period of
any fiscal quarter with respect to which a RBC Fee is payable shall be deducted from the
amount of such RBC Fee payable with respect thereto. The receipt by the Holders of any RBC
Fee shall not constitute a waiver of any Default or Event of Default. The holders shall use
their reasonable efforts to provide notice to the Company once they have knowledge that a
RBC Event is no longer continuing.




          5R(3). Interest Rate Increase. Notwithstanding the provisions of paragraph 1A, 1B,
1C, 1D, 1E or 1F of this Agreement or the terms contained in any Note, if at any time during
an Acquisition Adjustment Period the Leverage Ratio is greater than 5.25 to 1.00, then, in
addition to any Excess Leverage Fee that may be payable pursuant to paragraph 5R(1) or any
RBC Fee that may be payable pursuant to paragraph 5R(2), the rate of interest on each Note
shall be increased by adding 0.25% to the rate of interest set forth in such Note. The
payment of interest at such increased rate shall not constitute a waiver of any Default or
Event of Default and the increased rate of interest on each Note resulting from any such
increase shall be considered to be the coupon rate for such Note for the purposes of
determining the Default Rate.”



          (i) Paragraph 6A(2). Interest Charge Coverage Ratio. Paragraph 6A(2) of the Agreement is
hereby amended by deleting the number “3.00” where it appears therein and inserting therefor the
number “2.50”.




3









 








          (j) Paragraph 6A(3). Leverage Ratio. Paragraph 6A(3) of the Agreement is hereby amended and
restated to read as follows:





     “(a) If no Unsecured Note Indebtedness is outstanding on the applicable date of
determination, the Company shall not, as of the end of any fiscal quarter, permit the
Leverage Ratio for the Company and its Subsidiaries on a Consolidated basis to be greater
than (i) 5.00 to 1.00 for any fiscal quarter ending on or after December 31, 2008 and on or
before 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.




     (b) If any Unsecured Note Indebtedness is incurred or outstanding on the applicable
date of determination, the Company shall not, as of the end of any fiscal quarter, permit
the Leverage Ratio (calculated in accordance with paragraph 6C(2)(xi)) for the Company and
its Subsidiaries on a Consolidated basis to be greater than 5.25 to 1.00 on the date any
Unsecured Note Indebtedness is incurred and on the last day of 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.




     (c) If any Unsecured Note Indebtedness is incurred or outstanding on the applicable
date of determination, the Company shall not, as of the end of any fiscal quarter, permit
the Senior Leverage Ratio (calculated in accordance with paragraph 6C(2)(xi)) for the
Company and its Subsidiaries on a Consolidated basis to be greater than 4.25 to 1.0 on the
date any Unsecured Note Indebtedness is incurred and on the last day of 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 Senior Leverage Ratio
shall be increased by 0.50 to 1.00 from the otherwise applicable ratio set forth above.”



          (k) Paragraph 6C(5)(vii). Sales, Etc. of Property. The following is added to the end of
clause (vii) of paragraph 6C(5) of the Agreement:





“Notwithstanding the foregoing, no sale, lease, transfer or other disposition of Property
during the fiscal year ended December 31, 2008 and after the Amendment No. 3 Effective Date
shall be permitted under this clause (vii) other than sales, leases, transfers and
dispositions of Property for consideration not exceeding $20,000,000 in the aggregate, in
each case only if consummated in accordance with the waivers given under the Waiver and
Letter Amendment No. 3 to this Agreement.”



          (l) Paragraph 7A(ii). Acceleration. Paragraph 7A(ii) of the Agreement is hereby amended and
restated to read as follows:




4









 









     “(ii) the Company defaults in the payment of any interest on, any Excess Leverage Fee,
or any RBC Fee with respect to, any Note for more than three Business Days after the date
due; or”



          (m) Paragraph 10B. Other Terms. Paragraph 10B of the Agreement is hereby amended by amending
the definition of “Acquisition Adjustment Period” to delete the date “June 29, 2006” where it
appears therein and inserting therefor the date “December 31, 2010”.




          (n) Paragraph 10B. Other Terms. The definition of “EBITDA” in Paragraph 10B of the 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 Amendment
No. 3 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.”



          (o) Paragraph 10B. Other Terms. The definition of “Interest Expense” in Paragraph 10B of the
Agreement is hereby amended by inserting “prior to the Amendment No. 3 Effective Date” immediately
after “on a pro forma basis at any time”.




          (p) Paragraph 10B. Other Terms. Paragraph 10B of the Agreement is hereby further amended by
adding the following new terms in their appropriate alphabetical order as follows:





     “Amendment No. 3 Effective Date” shall have the meaning given in the Waiver and Letter
Amendment No. 3 to this Agreement, dated as of November 7, 2008.




     “Excess Leverage Fee” shall have the meaning given in paragraph 5R(1).




     “RBC Event” shall mean the occurrence and continuation of the following:




     (i) The Securities Valuation Office of the National Association
of Securities Commissioners (together with any successor
organization acceding to the authority thereof, hereinafter, the
“SVO”) after the Amendment No. 3 Effective Date increases the amount
of capital required to be held in reserve by a holder of the Notes
in respect of such Notes from that which was required prior to the
Amendment No. 3 Effective Date; and




     (ii) The amount of capital required to be held in reserve by a
holder of the Notes in respect of such Notes as required by the



5









 







SVO has not subsequently been reduced to a level at or below
that which was required prior to the Amendment No. 3 Effective Date.




Notwithstanding the foregoing, any changes in the capital reserve
requirements imposed by the SVO that are applicable to all companies
rated by the SVO generally shall not be considered a RBC Event.




“RBC Fee” shall have the meaning given in paragraph 5R(2).



          (q) Paragraph 11C. Consents to Amendments. Paragraph 11C of the Agreement is hereby amended
by inserting the word “decrease” before the words “the rate” in the first sentence of such
paragraph.




     2. Waivers.



     (a) Effective upon the Amendment No. 3 Effective Date, the Holders hereby (i) waive the
provisions of paragraph 6C(5) of the Agreement with respect to the Seminole Plant Sale, consent to
the release of the Seminole Plant Interest from the Lien of the Collateral Agent under the Security
Documents contemporaneously with the consummation of the Seminole Plant Sale and agree that the
Seminole Plant Sale shall not constitute a Default or Event of Default under the Agreement as a
result of a violation of paragraph 6C(5) of the Agreement, (ii) agree that the consideration for
the Seminole Plant Sale shall not be included in the calculation of the limitation on dispositions
in paragraph 6C(5)(vii) of the Agreement and (iii) so long as no Default or Event of Default shall
have occurred and be continuing at the time the Seminole Plant Sale is consummated, waive the
requirement under paragraph 4F(i) of the Agreement that the Company make an offer to prepay the
Notes as a result of the Seminole Plant Sale; provided, in each case, that (x) the Seminole Plant
Sale is consummated on or before January 31, 2009 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, (y) the Net Cash Proceeds of the Seminole Plant Sale are used to prepay the
Advances (as defined in the Bank Agreement) and (z) no reduction in the commitments of the Banks to
make loans to the Company under the Bank Agreement shall result from the Seminole Plant Sale or
from the application of the Net Cash Proceeds from the Seminole Plant Sale to the Advances.



     (b) The foregoing waivers are limited to the extent described herein and shall not be
construed to be a permanent waiver of paragraph 6C(5) or paragraph 4F(i) of the Agreement, a waiver
of paragraph 6C(5) or paragraph 4F(i) of the Agreement with respect to any other sale, lease,
transfer or other disposition of any Property by the Company or any Subsidiary, whether or not
under similar circumstances, or a waiver of any other term, provision, covenant, warranty or
agreement contained in the Agreement or in any of the other Loan Documents. The Holders 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 Agreement or any other provision of any
Loan Document.



     3. Representations and Warranties. In order to induce the Holders to enter into this
Amendment, the Company hereby represents and warrants as follows:



6









 





     (a) The execution, delivery and performance by the Company and the Guarantors of this
Amendment, the Agreement, as amended hereby, and each of the documents described in paragraph 4
hereof to which each is a party, have in each case been duly authorized by all necessary limited
liability company, limited partnership or other organizational action and do not and will not (i)
contravene the terms of the Company Partnership Agreement or the partnership or limited liability
company agreement or certificate of formation (or other organizational documents) of the General
Partner, the Company or any of their Subsidiaries, (ii) conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document evidencing any contractual
obligation to which the General Partner, the Company or any of their Subsidiaries is a party and
which could subject any holder of Notes to any liability, (iii) conflict with or result in any
breach or contravention of any order, injunction, writ or decree of any governmental authority
binding on the General Partner, the Company, any of their Subsidiaries or their respective
properties, (iv) violate any applicable law binding on or affecting the General Partner, the
Company or any of their Subsidiaries, or (v) adversely affect the enforceability of any Lien of the
Security Documents other than Liens being released in connection with the Seminole Plant Sale.



     (b) Each of the representations and warranties contained in paragraph 8 of the Agreement is
true and correct in all material respects on and as of the date hereof, and will be true and
correct in all material respects immediately upon, and as of the date of, the effectiveness of this
Amendment in each case except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects as
of such earlier date.



     (c) On and as of the date hereof, and after giving effect to this Amendment, no Default or
Event of Default exists under the Agreement.



     (d) No Governmental Action or consent of any other Person under any agreement to which the
Company or any of its Subsidiaries is a party (other than consents that have been obtained) is
required for the due execution, delivery or performance by the Company or the Guarantors of this
Amendment, the Agreement, as amended hereby, or each of the documents described in paragraph 4
hereof to be executed by the Company or any Guarantor.



     (e) This Amendment, the Agreement, as amended hereby, and each of the documents described in
paragraph 4 hereof to be executed by the Company or any Guarantor, constitute legal, valid and
binding obligations of the Company or such Guarantor, as applicable, enforceable against the
Company or such Guarantor, as applicable, 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).



     (f) The quarterly and annual financial statements most recently delivered to each Holder
pursuant to paragraphs 5A(i) and 5A(ii) of the Agreement fairly present the Consolidated financial
condition of the Company and its Subsidiaries as of the respective dates thereof and the
Consolidated results of the operations of the Company and its Subsidiaries for the respective
fiscal periods ended on such dates, all in accordance with GAAP applied on a consistent basis



7









 







(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 event has occurred which could result
in a Material Adverse Effect. The Company and its Subsidiaries have no material contingent
liabilities except as disclosed in such financial statements or the notes thereto.



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



     (h) Neither the Company, the General Partner, the Ultimate General Partner nor any of their
Subsidiaries have paid, or agreed to pay, any fees or other compensation to the lenders under the
Bank Agreement for or with respect to the Amendment to Bank Agreement (as defined below) except for
an amendment fee of 0.25% of the amount of the Commitments (as defined in the Bank Agreement as in
effect on the date hereof) under the Bank Agreement and an arrangement fee payable to the
Administrative Agent, the amendment to the definition of “Applicable Margin” in the Bank Agreement
as set forth in the Amendment to Bank Agreement and the reimbursement of legal fees and expenses
incurred in connection with the Amendment to Bank Agreement.



     4. Conditions to Effectiveness. When each of the following conditions have been satisfied (i)
the amendment to the Agreement in Section 1(n)(i) shall become effective as of November 1, 2005 and
(ii) the other amendments to the Agreement in Section 1 and the waivers under the Agreement in
Section 2 shall become effective as of the date (the “Amendment No. 3 Effective Date”) first above
written:



     (a) Each Holder shall have received the following, each to be dated the date of execution and
delivery thereof unless otherwise indicated, and each to be in form and substance satisfactory to
the Required Holder(s) and executed and delivered by each of the parties thereto:




     (i) this Amendment, duly executed by the Company, the Guarantors and the Holders; and




     (ii) an executed copy of an amendment to the Bank Agreement providing for waivers and
amendments to the Bank Agreement substantially the same as the waivers and amendments to the
Agreement as set forth in this Amendment (the “Amendment to Bank Agreement”); and



     (b) each Holder shall have received a payment of an amendment fee in an amount equal to 25
basis points times the aggregate principal amount of the Notes held by such Holder on the date of
this Amendment.



     5. Affirmative Covenant. The Company hereby covenants and agrees that promptly after the
Amendment No. 3 Effective Date it shall execute and deliver to each Holder an amended and restated
Note in exchange for the Note currently held by such Holder to reflect the amendments thereto made
under Section 1(a) through 1(f) hereof, in form and substance satisfactory to such Holder. Upon
receipt of an amended and restated Note each Holder shall promptly surrender its current Note or an
affidavit of lost note, as applicable, to the Company.



8









 





     6. Miscellaneous.



     (a) Effect on Agreement. On and after the Amendment No. 3 Effective Date, each reference in
the Agreement to “this Agreement”, “hereunder”, “hereof”, or words of like import referring to the
Agreement and each reference in the Notes and all other documents executed in connection with the
Agreement to “the Agreement”, “thereunder”, “thereof”, or words of like import referring to the
Agreement shall mean the Agreement as amended by this Amendment. The Agreement, as amended by this
Amendment, is and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed. Except as set forth in this Amendment, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy under
the Agreement nor constitute a waiver of any provision of the Agreement. Without limiting the
generality of the foregoing, except as set forth in this Amendment nothing in this Amendment shall
be deemed to (i) constitute a waiver of compliance or consent to noncompliance by the Company or
any other Person with respect to any term, provision, covenant or condition of the Agreement or any
other Loan Document or (ii) prejudice any right or remedy that any holder of Notes may now have or
may have in the future under or in connection with the Agreement or any other Loan Document.



     (b) Counterparts. This Amendment may be executed in any number of counterparts (including
those transmitted by facsimile) and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which taken together shall
constitute one and the same Amendment. Delivery of this Amendment may be made by facsimile
transmission of a duly executed counterpart copy hereof.



     (c) Expenses. The Company confirms its agreement, pursuant to paragraph 11B of the Agreement,
to pay promptly all out-of-pocket expenses of the Holders related to the preparation, negotiation,
reproduction, execution and delivery of this Amendment and all matters contemplated hereby and
thereby, including without limitation all fees and out-of-pocket expenses of the Holders’ special
counsel.



     (d) Governing Law. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.



     (e) Affirmation of Obligations. Notwithstanding that such consent is not required under the
Guaranties, each of the Guarantors consents to the execution and delivery of this Amendment by the
parties hereto. As a material inducement to the undersigned to amend the Agreement as set forth
herein, each of the Guarantors respectively (i) acknowledges and confirms the continuing existence,
validity and effectiveness of the Guaranty to which it is a party, and (ii) agrees that the
execution, delivery and performance of this Amendment shall not in any way release, diminish,
impair, reduce or otherwise affect its obligations thereunder.



     (f) FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE AGREEMENT AND THE OTHER LOAN
DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL



9









 





AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.




     (g) Consent to Amendment to Bank Agreement. Each Holder hereby consents to the terms of the
Amendment to Bank Agreement.



{Remainder of this page blank; signature page follows.}






10









 





     If you agree to the terms and provisions hereof, please evidence your agreement by executing
and returning at least one counterpart to the Company at 2501 Cedar Springs, Suite 600, Dallas,
Texas 85201.



	 	 	 
	Very truly yours,
	 
	 	 
	CROSSTEX ENERGY, L.P.
	 
	 	 
	By:

	 	Crosstex Energy GP, L.P.,
	 

	 	its general partner
	 
	 	 
	By:

	 	Crosstex Energy GP, LLC,
	 

	 	its general partner
	 
	 	 
	By:

	 	/s/ Michael Garberding
	 

	 	 
	Name:

	 	Michael Garberding
	Title:

	 	Vice President — Finance






Agreed to as of the Amendment No. 3 Effective Date:




PRUDENTIAL INVESTMENT MANAGEMENT, INC.




	 	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






THE PRUDENTIAL INSURANCE COMPANY OF AMERICA




	 	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






PRUCO LIFE INSURANCE COMPANY




	 	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






 









 






PRUCO LIFE INSURANCE COMPANY OF

NEW JERSEY




	 	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






GIBRALTAR LIFE INSURANCE CO., LTD.




	 	 	 
	By:

	 	Prudential Investment Management (Japan), Inc.,
	 

	 	as Investment Manager
	 
	 	 
	By:

	 	Prudential Investment Management, Inc.,
	 

	 	as Sub-Adviser
	 
	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






RGA REINSURANCE COMPANY




	 	 	 
	By:

	 	Prudential Private Placement Investors,
	 

	 	L.P. (as Investment Advisor)
	 
	 	 
	By:

	 	Prudential Private Placement Investors, Inc.
	 

	 	(as its General Partner)
	 
	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






CONNECTICUT GENERAL LIFE INSURANCE

COMPANY




	 	 	 
	By:

	 	Prudential Investment Management, Inc.,
	 

	 	as Investment Manager
	 
	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






 









 






ZURICH AMERICAN INSURANCE COMPANY




	 	 	 
	By:

	 	Prudential Private Placement Investors,
	 

	 	L.P. (as Investment Advisor)
	 
	 	 
	By:

	 	Prudential Private Placement Investors, Inc.
	 

	 	(as its General Partner)
	 
	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






THE PRUDENTIAL LIFE INSURANCE

COMPANY, LTD.




	 	 	 
	By:

	 	Prudential Investment Management (Japan), Inc.,
as Investment Manager
	 
	 	 
	By:

	 	Prudential Investment Management, Inc.,
as Sub-Adviser
	 
	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






PRUDENTIAL RETIREMENT INSURANCE

AND ANNUITY COMPANY




	 	 	 
	By:

	 	Prudential Investment Management, Inc.,
	 

	 	as investment manager
	 
	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






 









 






MTL INSURANCE COMPANY




	 	 	 
	By:

	 	Prudential Private Placement Investors, L.P.
	 

	 	(as Investment Advisor)
	 
	 	 
	By:

	 	Prudential Private Placement Investors, Inc.
	 

	 	(as its General Partner)
	 
	 	 
	By:

	 	/s/ Brian Thomas
	 

	 	 
	 

	 	Vice President






ING USA ANNUITY AND LIFE INSURANCE COMPANY

ING LIFE INSURANCE AND ANNUITY COMPANY

RELIASTAR LIFE INSURANCE COMPANY

SECURITY LIFE OF DENVER INSURANCE COMPANY




	 	 	 
	By:

	 	ING Investment Management LLC, as Agent
	 
	 	 
	By:

	 	/s/ Paul Aronson
	 

	 	 
	 

	 	Name: Paul Aronson
	 

	 	Title: Vice President






JOHN HANCOCK LIFE INSURANCE COMPANY




	 	 	 
	By:

	 	/s/ Eugene X. Hodge, Jr.
	 

	 	 
	 

	 	Name: Eugene X. Hodge, Jr.
	 

	 	Title: Managing Director






JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY




	 	 	 
	By:

	 	/s/ Eugene X. Hodge, Jr.
	 

	 	 
	 

	 	Name: Eugene X. Hodge, Jr.
	 

	 	Title: Authorized Signatory






 









 






JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)




	 	 	 
	By:

	 	/s/ Eugene X. Hodge, Jr.
	 

	 	 
	 

	 	Name: Eugene X. Hodge, Jr.
	 

	 	Title: Authorized Signatory






SIGNATURE 7 L.P.




	 	 	 
	By:

	 	John Hancock Life Insurance Company,
	 

	 	as Portfolio Advisor
	 
	 	 
	By:

	 	/s/ Eugene X. Hodge, Jr.
	 

	 	 
	 

	 	Name: Eugene X. Hodge, Jr.
	 

	 	Title: Authorized Signatory






GENWORTH LIFE AND ANNUITY INSURANCE COMPANY (AS SUCCESSOR BY

MERGER TO FIRST COLONY LIFE INSURANCE COMPANY)




	 	 	 
	By:

	 	/s/ John R. Endres
	 

	 	 
	 

	 	Name: John R. Endres
	 

	 	Title: Investment Officer






TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA




	 	 	 
	By:

	 	/s/ Lisa M. Ferraro
	 

	 	 
	 

	 	Name: Lisa M. Ferraro
	 

	 	Title: Director






 









 






METROPOLITAN LIFE INSURANCE COMPANY




METLIFE INVESTORS USA INSURANCE COMPANY

by Metropolitan Life Insurance Company, its investment manager




METLIFE INSURANCE COMPANY OF CONNECTICUT

by Metropolitan Life Insurance Company, its investment manager




METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT

by Metropolitan Life Insurance Company, its investment manager




	 	 	 
	By:

	 	/s/ Judith A. Gulotta
	 

	 	 
	 

	 	Name: Judith A. Gulotta
	 

	 	Title: Managing Director






(executed by Metropolitan Life Insurance Company (i) as to itself

as a Purchaser and (ii) as investment manager to MetLife Investors

USA Insurance Company as a Purchaser, MetLife Insurance Company

of Connecticut as a Purchaser and MetLife Life and Annuity Company

of Connecticut as a Purchaser)




 









 





Agreed to and acknowledged by each of the undersigned for the purposes set forth in paragraph 6(e)
hereof:




	 	 	 
	GUARANTORS:
	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
	 

	 	Sole General Partner of each above limited
	 

	 	partnership
	 
	 	 
	By:

	 	/s/ Michael Garberding
	 

	 	 
	Name:

	 	Michael Garberding
	Title:

	 	Vice President — Finance
	 
	 	 
	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
	 
	 	 
	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






 









 






Exhibit A




Holders




PRUDENTIAL INVESTMENT MANAGEMENT, INC.



THE PRUDENTIAL INSURANCE COMPANY OF AMERICA



PRUCO LIFE INSURANCE COMPANY



PRUCO LIFE INSURANCE COMPANY OF
NEW JERSEY



GIBRALTAR LIFE INSURANCE CO., LTD.



RGA REINSURANCE COMPANY



CONNECTICUT GENERAL LIFE INSURANCE
COMPANY



ZURICH AMERICAN INSURANCE COMPANY



THE PRUDENTIAL LIFE INSURANCE
COMPANY, LTD.



PRUDENTIAL RETIREMENT INSURANCE
AND ANNUITY COMPANY



MTL INSURANCE COMPANY



ING USA ANNUITY AND LIFE INSURANCE COMPANY



ING LIFE INSURANCE AND ANNUITY COMPANY



RELIASTAR LIFE INSURANCE COMPANY



SECURITY LIFE OF DENVER INSURANCE COMPANY



JOHN HANCOCK LIFE INSURANCE COMPANY



JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY



JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)



SIGNATURE 7 L.P.



FIRST COLONY LIFE INSURANCE COMPANY



TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA



METROPOLITAN LIFE INSURANCE COMPANY



METLIFE INVESTORS USA INSURANCE COMPANY



METLIFE INSURANCE COMPANY OF CONNECTICUT



METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT