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Exhibit 10.3    
    


 
  SECOND AMENDMENT    
    


        THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into this 30th
day of October, 2003 by and among the persons executing this Amendment as banks (the "Banks"), Crosstex Energy Services, L.P., a Delaware limited
partnership (the "Borrower"), and Union Bank of California, N.A., as administrative agent (the "Administrative
Agent"). 


BACKGROUND


        A.    The
Banks, the Administrative Agent and the Borrower are parties to that certain Second Amended and Restated Credit Agreement dated as of November 26, 2002, as
amended by the First Amendment dated as of June 3, 2003 (said Agreement, as so amended, herein called the "Credit Agreement"). Terms defined in
the Credit Agreement and not otherwise defined herein have the same respective meanings when used herein. 



        B.    The
Borrower has requested, and the Banks have agreed, to increase the aggregate amount of the Revolver B Commitments to $50,000,000 and make certain other amendments to
the Credit Agreement. 


        C.    In
addition, the parties hereto wish to add Bank of America, N.A. as a "Bank" under the Credit Agreement (the "New Bank"). 


AGREEMENT



        NOW
THEREFORE, in connection of the covenants, conditions and agreements hereafter 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. 



        (a)   Schedules
1 and 2 to the Credit Agreement are hereby deleted in their entirety and Schedules 1 and 2 attached hereto are hereby substituted therefor. 



        (b)   Section 2.01(b)
of the Credit Agreement is hereby amended by replacing "$10,000,000" with "$25,000,000" in the second proviso of the first sentence thereof. 


        (c)   Section 2.06(d)
of the Credit Agreement is hereby deleted in its entirety. 




Section 2.
Conditions Precedent. This Amendment shall become effective as of the date first set forth above when: 



        (a)   the
Borrower shall have paid to the Administrative Agent for the account of each Bank (other than the New Bank) a non-refundable amendment fee of $5,000.00
and all costs and expenses which have been invoiced and are payable pursuant to Section 9.04 of the Credit Agreement; 


        (b)   all
of the following, each dated the date hereof, in form and substance satisfactory to the Administrative Agent and in the number of originals requested by the
Administrative Agent: 



        (i)    this
Amendment, duly executed by the Borrower, the Banks, the Administrative Agent, the Syndication Agent and the Documentation Agent; 



        (ii)   new
Revolver A Notes in favor of each of the Banks, each in the face amount of such Bank's Revolver A Commitment and duly executed by the Borrower (the
"New Revolver A Notes"); 


        (iii)  new
Revolver B Notes in favor of each of the Banks, each in the face amount of such Bank's Revolver B Commitment and duly executed by the Borrower (the
"New Revolver B Notes"; together with the New Revolver A Notes, the "New Notes"); 







 





        (iv)  one
or more consents to this Amendment, duly executed by each Guarantor that has previously executed a Guaranty; 


        (v)   written
consent to this Amendment, duly executed by Required Holders (as defined in the Note Agreement); 


        (vi)  a
certificate from a Responsible Officer stating that (A) all representations and warranties of the Borrower set forth in the Credit Agreement and each of the
other Credit Documents to which it is a party are true and correct in all material respects, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in
which case such representation or warranty shall have been true and correct on such earlier date; (B) no Default has occurred and is continuing; and (C) the conditions in this
Section 2 have been met; 


        (vii) a
certificate of the secretary or assistant secretary of the General Partner certifying as of the date of this Amendment (A) the existence of the Borrower and
the General Partner, (B) that there have been no changes to its organizational documents or the Borrower Partnership Agreement since the Effective Date, (C) the resolutions of the
General Partner approving this Amendment, and (D) all documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with
respect to this Amendment and the other Credit Documents executed and delivered on or before the date hereof; 



        (viii) a
certificate of the secretary or assistant secretary of each of the Guarantors certifying as of the date of this Amendment (A) that there have been no changes
to its organizational documents since the Effective Date, (B) the resolutions of the governing body of such Guarantor approving this Amendment, and (C) all documents evidencing other
necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other Credit Documents executed and delivered on or
before the date hereof; 


        (ix)  certificates
of good standing, existence and authority for the Borrower, the General Partner and each of the Guarantors from each of the states in which the Borrower,
the General Partner and each of the Guarantors is organized; and 


        (x)   such
other approvals, opinions, evidence and documents as any Bank, through the Administrative Agent, may reasonably request. 




        (c)   no
event or events has occurred which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; 


        (d)   no
Default shall have occurred and be continuing; 


        (e)   the
representations and warranties of the Borrower and the Guarantors contained in this Amendment, Article IV of the Credit Agreement and in each of the other
Credit Documents executed and delivered on or before date hereof shall be true and correct in all material respects on and as of the date hereof, except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on such earlier date; and 



        (f)    no
legal or regulatory action or proceeding has commenced and is continuing against the Borrower or any Guarantor which could reasonably be expected to cause a Material
Adverse Effect. 



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Section 3.
Representations and Warranties. The Borrower represents and warrants to the Banks and the Administrative Agent as set forth below: 



        (a)   The
execution, delivery and performance by the Borrower of this Amendment, the New Notes and the Credit Documents, as amended hereby and thereby, to which the Borrower
is a party 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) contravene any Governmental Rule or contractual restriction binding on or affecting the Borrower or (iii) result in or require the creation or imposition of any Lien (other than any
created by the Credit Documents) upon or with respect to any of the properties of the Borrower. 



        (b)   No
Governmental Action is required for the due execution, delivery or performance by the Borrower or this Amendment, the New Notes or any of the Credit Documents, as
amended hereby and thereby, to which the Borrower is a party. 


        (c)   This
Amendment, the New Notes and each of the Credit Documents, as amended hereby and thereby, to which the Borrower is a party constitute 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. 



        (d)   Each
of the Security Documents constitutes an Acceptable Security Interest on the Collateral purported to be encumbered thereby, enforceable against all third parties in
all jurisdictions, and secures the payment of all obligations stated to be secured thereby under the Credit Documents, as amended hereby and by the New Notes, and the execution, delivery and
performance of this Amendment and the New Notes do not adversely affect any Lien of the Collateral Documents. 


        (e)   The
quarterly and annual financial statements most recently delivered to the Banks pursuant to Sections 5.01(c) and (d) of the Credit Agreement fairly present 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). Since December 31, 2002
there has been no material and adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any Subsidiary. 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)   There
has been no amendment to the Borrower Partnership Agreement. The representations and warranties of the Borrower contained in the Credit Documents are correct on
and as of the date hereof as though made on and as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall have been true and correct on such earlier date. No event has occurred and is continuing, or would result from the effectiveness of this Amendment, that constitutes a
Default. 




Section 4.  Modification and Increase in Commitments. The Borrower, the Administrative Agent, and the Banks hereby agree that the Commitments of
the Banks under the Credit Agreement shall be modified to reflect the Commitments for the Banks set forth on the attached Schedule 1 and upon the effectiveness of this Agreement pursuant to
Section 2 above, each such Bank's Commitment shall be 


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the
Commitment set forth on the attached Schedule 1. On the date here, the New Bank shall pay to the Administrative Agent, for the account of the Banks (other than the New Bank) an amount equal
to the New Bank's Pro Rata Share of the outstanding Advances. Such payment shall be made by wire transfer of immediately available funds to an account designated by the Administrative Agent. Upon
receipt of such funds, the Administrative Agent shall promptly pay to each Bank, by wire transfer in immediately available funds, the amount of each such Bank's ratable share of such payment, such
that after such payment, the Banks (including the New Bank) shall each hold its Pro Rata Share of the Advances. 


Section 5.
Addition of New Bank. The New Bank (i) confirms that it has received a copy of the Credit Agreement, together with copies of
the financial statements referred to in Section 4.05 and 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 the Credit Agreement or any other Credit Document; (iii) appoints and authorizes the
Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers as it deems necessary under the Credit Agreement and any other Credit Document as
are delegated to the Administrative Agent or the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the Credit Agreement or any other Credit Document are required to be performed by it as a Bank; and (v) specifies as its
Domestic Lending Office (and address for notices) the office set forth beneath its name on Schedule 2 hereto. 


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 and except for the issuance of the New Notes, 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 Collateral 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, as amended hereby and by the New Notes. 



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




Section 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, each Bank and their respective successors and assigns. 


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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. 


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        Effective as of the 30th day of October, 2003. 



	 	 	CROSSTEX ENERGY SERVICES, L.P.
	

 	
 	

By:	
 	

CROSSTEX ENERGY SERVICES GP, LLC,

General Partner
	

 	
 	

 	
 	

By:	
 	

/s/  WILLIAM W. DAVIS      
 William W. Davis

Senior Vice President and Chief

Financial Officer









	 	 	UNION BANK OF CALIFORNIA, N.A.,

as Lead Arranger, Administrative Agent and Bank
	

 	
 	

By:	
 	

/s/  JOHN CLARK      

	 	 	Name:	 	John Clark

	 	 	Title:	 	Vice President

	

 	
 	

By:	
 	

/s/  RANDALL OSTERBERG      

	 	 	Name:	 	Randall Osterberg

	 	 	Title:	 	Senior Vice President










	 	 	THE ROYAL BANK OF CANADA,

as Co-Arranger, Syndication Agent and Bank
	

 	
 	

By:	
 	

/s/  LORNE GARTNER      

	 	 	Name:	 	Lorne Gartner

	 	 	Title:	 	Attorney-in-Fact










	 	 	FLEET NATIONAL BANK,

as Documentation Agent and Bank
	

 	
 	

By:	
 	

/s/  ALLISON I. ROSSI      

	 	 	Name:	 	Allison I. Rossi

	 	 	Title:	 	Director










	 	 	U.S. BANK NATIONAL ASSOCIATION,

as Bank
	

 	
 	

By:	
 	

/s/  MATTHEW J. PURCHASE      

	 	 	Name:	 	Matthew J. Purchase

	 	 	Title:	 	Vice President










	 	 	BANK OF AMERICA, N.A.,

as Bank
	

 	
 	

By:	
 	

/s/  STEVEN A. MACKENZIE      

	 	 	Name:	 	Steven A. Mackenzie

	 	 	Title:	 	Vice President










 
 

SCHEDULE 1    
    


COMMITMENTS



	Bank
 
	 	Revolver A

Commitment
	 	Revolver B

Commitment

	Union Bank of California, N.A.	 	$	16,625,000.00	 	$	11,875,000.00
	

Fleet National Bank	
 	
$	

16,625,000.00	
 	
$	

11,875,000.00
	

The Royal Bank of Canada	
 	
$	

14,000,000.00	
 	
$	

10,000,000.00
	

U.S. Bank National Association	
 	
$	

11,375,000.00	
 	
$	

8,125,000.00
	

Bank of America, N.A.	
 	
$	

11,375,000.00	
 	
$	

8,125,000.00
	 	 	
	 	

	

TOTALS	
 	
$	

70,000,000.00	
 	
$	

50,000,000.00







 
 

SCHEDULE 2    
    


APPLICABLE LENDING OFFICES; ADDRESS FOR NOTICES



	Bank


	 	Domestic and Eurodollar Lending Offices



	Union Bank of California, N.A.	 	445 South Figueroa Street, Suite 1502

Los Angeles, California 90071

Telecopier: 213-236-5747

Attention: Energy Capital Services
	

The Royal Bank of Canada	
 	

New York Branch

One Liberty Plaza, 3rd Floor

New York, NY 10006-1404

Telephone: (212) 428-6332

Telecopier: (212) 428-2372

Attention: Compton Singh, Liability Officer
	

 	
 	

With a copy to:
	

 	
 	

5700 Williams Tower

2800 Post Oak Blvd.

Houston, Texas 77056

Phone: 713-899-0234

Fax: 713-899-5624

Attention: Lorne Gartner
	

Fleet National Bank	
 	

100 Federal Street

Mail Stop MADE 10008A

Boston, Massachusetts 02110

Telecopier: 617-434-3652

Attention: Allison Rossi
	

U.S. Bank National Association	
 	

918 17th Street, 3rd Floor

Denver, Colorado 80202

Telecopier: 303-585-4362

Attention: Matthew Purchase
	

Bank of America, N.A.	
 	

TX1-492-67-01

901 Main Street, 67th Floor

Dallas, Texas 75202-3714

Telecopier: 214-209-3140

Attention: Steven A. MacKenzie
	
 
	
 	

Address for Notices



	Crosstex Energy Services, L.P.	 	2501 Cedar Springs, Suite 600

Dallas, Texas 75201

Telephone: 214-953-9500

Telecopier: 214-953-9501

Attention: Mr. William W. Davis
	 	 	 







	

Union Bank of California, N.A.	
 	

445 South Figueroa Street, Suite 1502

Los Angeles, California 90071

Telecopier: 213-236-5747

Attention: Energy Capital Services
	

 	
 	

With a copy to:
	

 	
 	

4200 Lincoln Plaza

500 N. Akard Street

Dallas, Texas 75201

Telecopier: 214-922-4209

Attention: John Clark, Vice President
	

The Royal Bank of Canada	
 	

New York Branch

One Liberty Plaza, 3rd Floor

New York, NY 10006-1404

Telephone: (212) 428-6332

Telecopier: (212) 428-2372

Attention: Compton Singh, Liability Officer
	

 	
 	

With a copy to:
	

 	
 	

5700 Williams Tower

2800 Post Oak Blvd.

Houston, Texas 77056

Phone: 713-899-0234

Fax: 713-899-5624

Attention: Lorne Gartner
	

Fleet National Bank	
 	

100 Federal Street

Mail Stop MADE 10008A

Boston, Massachusetts 02110

Telecopier: 617-434-3652

Attention: Allison Rossi
	

U.S. Bank National Association	
 	

918 17th Street, 3rd Floor

Denver, Colorado 80202

Telecopier: 303-585-4362

Attention: Matthew Purchase
	

Bank of America, N.A.	
 	

TX1-492-67-01

901 Main Street, 67th Floor

Dallas, Texas 75202-3714

Telecopier: 214-209-3140

Attention: Steven A. MacKenzie











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Exhibit 10.3


SECOND AMENDMENT



SCHEDULE 1

SCHEDULE 2