exv10w2



 






Exhibit 10.2




LETTER AMENDMENT NO. 2




to




AMENDED AND RESTATED

MASTER SHELF AGREEMENT




As of November 1, 2005




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


c/o Prudential Capital Group


2200 Ross Avenue, Suite 4200E


Dallas, Texas 75201



Ladies and Gentlemen:




     We refer to the Amended and Restated Master Shelf Agreement, dated as of March 31, 2005, as
amended by the Letter Amendment No. 1 thereto dated as of June 22, 2005 (as so amended, the
“Agreement”), among Crosstex Energy, L.P., a Delaware limited partnership (the “Company”), and
Crosstex Energy Services, L.P., a Delaware limited partnership, on one hand, and each of you (the
“Purchasers”), on the other hand. Unless otherwise defined in this Letter Amendment No. 2 to
Amended and Restated Master Shelf Agreement (this “Amendment”), the terms defined in the Agreement
shall be used herein as therein defined.



     The Company desires to make certain changes to the Agreement as hereinafter provided. Subject
to the terms and conditions specified herein, the Purchasers have indicated their willingness to
make such amendments, all as more particularly set forth herein.



     Accordingly, subject to satisfaction of the conditions set forth in paragraph 16 hereof, and
in reliance on the representations and warranties of the Company set forth in paragraph 15 hereof,
the Purchasers hereby agree with the Company to amend the Agreement as provided in paragraphs 1
through 14 below, effective in each case as of the Amendment No. 2 Effective Date (as defined in
paragraph 16 below).



 









 





     1. Amendments to Paragraph 4F. Offer to Prepay Notes in the Event of Asset Dispositions and
Debt Issuance.



     Clause (i) of paragraph 4F of the Agreement is amended in its entirety to read as follows:




     “(i) Notice of Offer to Prepay Notes. The Company will, at least 15
days prior to (a) the receipt by the Company or any of its Subsidiaries of Net Cash
Proceeds from any Asset Disposition or any Recovery Event (except (1) to the extent
a Reinvestment Notice shall be delivered in respect of such Asset Disposition or
Recovery Event and (2) cash receipts in the ordinary course of business of the
applicable recipient), (b) each Reinvestment Prepayment Date, and (c) the receipt by
the Company or any of its Subsidiaries of any Net Cash Proceeds from the issuance or
incurrence of any Debt for borrowed money (excluding any Debt incurred in accordance
with paragraph 6C(2)), give written notice thereof to each Holder. Such notice
shall contain and constitute an offer to prepay the Notes as described in paragraph
4F(iii) and shall be accompanied by the certificate described in paragraph 4F(vi).
For purposes of calculating the Net Cash Proceeds received from an Asset Disposition
or from a Recovery Event, such proceeds shall be determined as of the date of the
applicable Asset Disposition or Recovery Event, whether or not received on such
date, but no such amount shall be required to be applied to prepayment of the Notes
pursuant to this paragraph 4F until received by the applicable Person. The
provisions of this paragraph 4F do not constitute a consent to the consummation of
any Asset Disposition not permitted by paragraph 6C(5) or a consent to the issuance
or incurrence of any Debt by the Company or any of its Subsidiaries not otherwise
permitted hereunder.”



     2. Amendments to Paragraph 5G. Compliance with Laws, Etc.



     Paragraph 5G of the Agreement is amended in its entirety to read as follows:




     “5G. Compliance with Laws, Etc. The Company will comply, and cause each
Subsidiary to comply, with all Governmental Rules and all contacts, agreements and
other instruments the noncompliance with which could reasonably be expected to have
a Material Adverse Effect.”



     3. Amendment to Paragraph 5P. Post Closing Requirements. Paragraph 5P of the Agreement is
amended in its entirety to read as follows:




     “5P. Post-Closing Requirements. (a) Within 90 days following the Amendment No.
2 Effective Date, the Company and the Guarantors shall execute such Mortgages and
other Security Documents as the Required Holder(s) may reasonably require to perfect
Liens on all material pipeline, gas gathering and processing assets of the Company
and the Guarantors acquired in connection with the El Paso Acquisition. In
connection with the execution and delivery of such Mortgages and other Security
Documents, the Company and the Guarantors shall



2









 






deliver to the Collateral Agent such other documents, certificates, opinions
and agreements as the Required Holder(s) may reasonably request.




     (b) Within 120 days following the Amendment No. 2 Effective Date (or such later
date as is acceptable to the Required Holder(s)), the Company shall deliver to the
Holders, in form and substance satisfactory to Required Holder(s), 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 this Agreement and the Notes (the “Louisiana Public Service
Commission Order”). Notwithstanding anything herein to the contrary, within the 120
day period following the Amendment No. 2 Effective Date (or such later date as is
acceptable to the Required Holder(s)), 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 Company is diligently pursuing the same.”



     4. Addition of Paragraph 5Q. Mortgage Amendments. The following new paragraph 5Q is added to
the Agreement:




     “5Q. Mortgage Amendments. Upon the earlier to occur of (i) six months prior to
the maturity date of any Note or (ii) if the Required Holder(s) reasonably believe
that failure to execute and deliver such amendments could have a material adverse
effect on the rights and remedies of the Holders, upon the Required Holder(s)’
request, the Company and the Guarantors, as applicable, shall promptly execute and
deliver to the Collateral Agent amendments to each of the existing Mortgages in form
and substance reasonably satisfactory to the Required Holder(s), together with such
other documents, certificates, opinions and agreements as the Required Holder(s) may
reasonably request.”



     5. Addition of Paragraph 5R. Excess Leverage Fee. The following new paragraph 5R is added to
the Agreement:




     “5R. Excess Leverage Fee. If the Leverage Ratio as of the end of any fiscal
quarter set forth below is within a range specified for such fiscal quarter, 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, 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) the percentage set forth below for such fiscal
quarter and range, multiplied by (ii) the daily average outstanding principal
balance of the Notes during such fiscal quarter; provided, however,
that the Excess Leverage Fee shall not be due with respect to any fiscal quarter
ending after the end of the Closing Leverage Period. The payment of the Excess
Leverage Fee shall not constitute a waiver of any Default or Event of Default.



3









 






	 	 	 	 	 	 	 
	 	 	Leverage Ratio Range	 	Excess Leverage Fee
	Fiscal Quarter
ending March 31, 2006:

	 	Greater than 4.00 to
1.00 but less than or
equal to 4.75 to 1.00
	 	 	.15	%
	 
	 	 	 	 	 	 
	 

	 	Greater than 4.75 to
1.00 but less than or
equal to 5.25 to 1.00
	 	 	.30	%











	 	 	 	 	 	 	 
	 

	 	Leverage Ratio Range
	 	Excess Leverage Fee

	 

	 	 
	 	 	 	 
	Fiscal Quarter
ending June 30, 2006:

	 	Greater than 4.50 to
1.00 but less than or
equal to 4.75 to 1.00
	 	 	.07	%
	 
	 	 	 	 	 	 








	 	 	 	 	 	 	 
	 

	 	Leverage Ratio Range
	 	Excess Leverage Fee

	 

	 	 
	 	 	 	 
	Fiscal Quarter
ending September 30, 2006:

	 	Greater than 4.25 to
1.00 but less than or
equal to 4.75 to 1.00
	 	 	.07%”	 
	 
	 	 	 	 	 	 





     6. Amendment to Paragraph 6A(3). Leverage Ratio. Paragraph 6A(3) of the Agreement is amended
in its entirety to read as follows:




     “6A(3). Leverage Ratio. 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) 5.25 to 1.00 for any fiscal quarter ending
during the period commencing on the Amendment No. 2 Effective Date and ending March
31, 2006, (ii) 4.75 to 1.00 for any fiscal quarter ending during the period
commencing on April 1, 2006 and ending on September 30, 2006 and (iii) 4.00 to 1.00
for any fiscal quarter ending thereafter; provided, however, that
during an Acquisition Adjustment Period occurring after the Closing Leverage Period,
the Leverage Ratio shall not be greater than 4.75 to 1.00. Notwithstanding anything
to the contrary in this paragraph 6A(3), if, immediately subsequent to an Equity
Issuance by the Company or any of its Subsidiaries, the Leverage Ratio for the
Company and its Subsidiaries on a Consolidated Basis shall be less than 4.00 to
1.00, then the Company shall not, as of the end of any fiscal quarter ending from
the date of such Equity Issuance to September 30, 2006, permit the Leverage Ratio
for the Company and its Subsidiaries on a Consolidated basis to be greater than 4.00
to 1.00 for such fiscal quarter except in connection with the occurrence of any
Acquisition Adjustment Period.”



     7. Amendments to Paragraph 6B. Distributions. Paragraph 6B of the Agreement is amended by
(a) deleting “provided, further, that no more than $10,000,000 of advances under
the Bank Agreement for the purpose of funding such cash distributions to the Partners shall be



4









 




outstanding at any time” from clause (ii) thereof, and (b) changing “equity interests” in
clause (iv) thereof to “Equity Interests”.




     8. Amendments to Paragraph 6C(2). Debt. Paragraph 6C(2) of the Agreement is amended by (a)
changing “$15,000,000” in clause (vii) thereof to “$30,000,000”, (b) changing “$20,000,000” in
clause (viii) thereof to “$30,000,000”, (c) amending each of clause (x) and (xi) thereof to read as
set forth below and (d) adding new clause (xii) thereto, to read as set forth below:




     “(x) unsecured Debt in addition to Debt otherwise permitted herein, not
exceeding $30,000,000 in aggregate principal amount at any time outstanding;




     (xi) unsecured Funded Debt of the Company and/or a Finance Entity and/or any
unsecured guaranty by the Company or any Guarantor of such Funded Debt of the
Company or any Affiliate of the Company; provided that (a) the Company is in
compliance with paragraph 6A(3) 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 Company 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
Company or any other Affiliate of the Company, the aggregate amount of such Funded
Debt so guaranteed shall be “Funded Debt” of the Company for purposes of calculating
the Leverage Ratio), (b) such Funded Debt does not impose any financial or other
“maintenance” covenants on the Company or any of the Subsidiaries that are more
onerous than the covenants set forth in this Agreement, (c) 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 latest maturity
date of any Note and (d) such Funded Debt shall contain terms and conditions that
are customary for such transactions; and




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



     9. Amendments to Paragraph 6C(3). Investments and Other Persons. Paragraph 6C(3) of the
Agreement is amended by (a) changing the “$10,000,000” in clause (iii) thereof to “$15,000,000”,
(b) changing the “$500,000” in clause (vi) thereof to “$1,000,000”, (c) amending clause (ix)
thereof to read as set forth below, (d) changing the “.” at the end of clause (x) thereof to “;
and”, and (e) adding new clause (xi) thereto, to read as set forth below:




     “(ix) Investments after the Amendment No. 2 Effective Date in Subsidiaries that
are not Guarantors in an amount not to exceed $25,000,000;”



5









 





* * *





     “(xi) the El Paso Acquisition.”



     10. Amendments to Paragraph 6C(4). Mergers, Acquisitions, Etc. Paragraph 6C(4) of the
Agreement is amended by (a) changing the “.” at the end of clause (v) thereof to “; and”, and (b)
adding new clause (vi) thereto, to read as follows:




     “(vi) the El Paso Acquisition.”



     11. Amendment to Paragraph 6J. Bank Agreement. Paragraph 6J of the Agreement is amended in
its entirety to read as follows:




     “6J. Bank Agreement. The Company will not amend, supplement or otherwise
modify any term of the Bank Agreement without the prior written consent of the
Required Holders, which consent will not be unreasonably withheld, which amendment,
supplement or modification would have the effect of (i) increasing the aggregate
commitments under the Bank Agreement above $1,050,000,000, (ii) increasing the rate
of interest except with respect to imposing the default rate as provided for in the
Bank Agreement on the date hereof or any fees charged on the Bank Obligations or
(iii) being materially adverse to the interests of the Holders.”



     12. Addition of Paragraph 6M. Eunice Lease Documents. New paragraph 6M is added to the
Agreement, to read as follows:




     “6M. Eunice Lease Documents. The Company will not, and will not permit any
Subsidiary to, make any optional payments or prepayments on account of principal
(whether by redemption, purchase, retirement, defeasance, set-off or otherwise) in
respect of any obligations under the Eunice Lease Documents, unless (a) no Default
or Event of Default exists and such payment would not reasonably be expected to
cause a Default or Event of Default, (b) after giving effect to such payment on a
pro forma basis, the Company would have been in compliance with all of the covenants
contained in this Agreement, including, without limitation, paragraph 6A(2) and
6A(3) as of the end of the most recent fiscal quarter, and (c) the aggregate amount
of cash, Permitted Investments and the remaining unused portion of the aggregate
commitments to make loans under the Bank Agreement is sufficient to make such
payment. The Company shall not, and shall not permit any Subsidiary to, amend,
supplement or otherwise modify the terms of any Eunice Lease Document if such
amendment, modification or supplement would be materially adverse to the interests
of the Company or the Holders without the prior written consent of the Required
Holders, provided that the Company or any of its Subsidiaries may enter into the
Eunice Lease Document Amendments referred to in Section 16(n) of Letter Amendment
No. 2 to this Agreement.”



6









 





     13. Paragraph 7A. Acceleration. Paragraph 7A of the Agreement is amended by (a) amending
clause (i) thereof in its entirety to read as set forth below, and (b) amending “$10,000,000” in
each of clauses (iii) and (xiii)(a) thereof to “$20,000,000”:




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



14. Amendments to Paragraph 10B. Other Terms.




     (a) The definitions of “Acquisition Adjustment Period”, “Asset Disposition”, “Bank Agreement”,
“Company Security Agreement”, ‘EBITDA’, “Funded Debt”, “Guarantor Security Agreement”, “Guaranty”,
“Intercreditor Agreement”, “Material Subsidiary”, “Recovery Event” and “Reinvestment Prepayment
Date” in paragraph 10B of the Agreement is each amended in its entirety to read as follows:




     “Acquisition Adjustment Period” means at any time after the Closing Leverage
Period, any period of three consecutive fiscal quarters commencing on the first day
of each fiscal quarter during which the Company 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.




     “Asset Disposition” means any sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property or any
series of related dispositions of property by any Person, including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes or
accounts receivable or any rights and claims associated therewith in which the
property disposed either (a) generates EBITDA greater than or equal to 5% of EBITDA
for the four fiscal quarter period ending as of the most recent fiscal quarter for
which the Company has delivered financial statements pursuant to paragraph 5A(i) or
(ii) or (b) has an aggregate book value greater than 5% of the book value of the
consolidated assets of the Company and its Subsidiaries as of the end of the most
recent fiscal quarter for which the Borrower has delivered financial statements
pursuant to paragraph 5A(i) or (ii); provided, that the term “Asset Disposition”
shall not include any transaction permitted by paragraph 6C(5)(i), (ii), (iii),
(iv), (v) or (vi).




     “Bank Agreement” means the Fourth Amended and Restated Credit Agreement dated
as of November 1, 2005 among the Company, the Banks, Bank of America, N.A., as
Administrative Agent, Union Bank of California, N.A. and Suntrust Bank, as
Co-Syndication Agents, and Bank of Montreal, d/b/a Harris Nesbitt and Wachovia Bank,
National Association, as Co-Documentation Agents, and as further amended, modified
or supplemented from time to time as permitted by this Agreement.



7









 






     “Company Security Agreement” means the Amended and Restated Security Agreement
between the Company and the Collateral Agent in form and substance reasonably
satisfactory to the Collateral Agent and the Required Holders, and as it may be
further amended, modified or supplemented from time-to-time.




     “EBITDA” means, for the Company and its Subsidiaries on a Consolidated basis
for any period, (a) Net Income for such period plus (b) to the extent
deducted in determining Net Income, Interest Expense, taxes, depreciation,
amortization and other noncash items for such period minus (c) to the extent
included in determining Net Income, all noncash items increasing Net Income for such
period. Notwithstanding the foregoing, the purchase price of commodity derivative
instruments, net of all proceeds from the sale of such instruments, may be amortized
over the remaining term of such instruments. For purposes of calculating the
Leverage Ratio only, 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 Company based on reasonable assumptions and shall take into account pro forma
expenses that would have been incurred by the Company 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 Company 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 Company and its Subsidiaries in the operation of the Company’s and
its Subsidiaries’ business at similarly situated facilities of the Company or any of
its Subsidiaries; provided, however, that such pro forma
calculations shall be reasonably acceptable to the Required Holder(s) if the Company
does not provide the Required Holder(s) 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”);
provided, further, that the Company shall not be required to deliver
an Approved Consultant’s Report in connection with the El Paso Acquisition.
Notwithstanding the foregoing, such pro forma adjustments to EBITDA with respect to
any Property under construction shall be reduced if



8









 






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 Holders 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	%







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




     “Funded Debt” of any Person means Debt of such Person as described in clauses
(a), (b), (d) and (e) (other than any such Debt which may be attributable to the
Eunice Lease Documents) of the definition of “Debt” in this paragraph 10B.




     “Guarantor Security Agreement” means the Third Amended and Restated Subsidiary
Security Agreement between each of the Guarantors and the Collateral Agent in form
and substance reasonably satisfactory to the Collateral Agent and the Required
Holders, as amended, modified or supplemented from time-to-time.




     “Guaranty” means the Second Amended and Restated Subsidiary Guaranty Agreement,
dated as of the Amendment No. 2 Effective Date, delivered pursuant to Section
16(a)(vi) of the Letter Amendment No. 2 to this Agreement, as amended, modified or
supplemented from time to time.




     “Intercreditor Agreement” means the Second Amended and Restated Intercreditor
and Collateral Agency Agreement, dated as of November 1, 2005, among the Collateral
Agent, the Administrative Agent, the Banks, and the Holders, as it may be amended,
modified or supplemented from time-to-time in accordance with its terms.



9









 






     “Material Subsidiary” means shall mean a Subsidiary of the Company having:
either (a) 5% or more of EBITDA for the four fiscal quarter period ending as of the
most recent fiscal quarter for which the Company has delivered financial statements
pursuant to paragraph 5A(i) or (ii); or (b) 5% of the book value consolidated assets
of the Company and its Subsidiaries as of the end of the most recent fiscal quarter
for which the Company has delivered financial statements pursuant to paragraph 5A(i)
or (ii).




     “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 Company or
any of its Subsidiaries, in which the subject property either (a) generates EBITDA
greater than or equal to 5% of EBITDA for the four fiscal quarter period ending as
of the most recent fiscal quarter for which the Company has delivered financial
statements pursuant to paragraph 5A(i) or (ii) or (b) has an aggregate book value
greater than 5% of the book value of the consolidated assets of the Company and its
Subsidiaries as of the end of the most recent fiscal quarter for which the Borrower
has delivered financial statements pursuant to paragraph 5A(i) or (ii).




     “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 Company (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 Company
and notified to the Holders to be the earliest date on which the Company (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, (b) the date on which the Company (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, and (c) the occurrence and
continuance of any Default or Event of Default.



     (b) The definition of “Collateral Release Date” in paragraph 10B of the Agreement shall be
amended by amending clause (i) thereof in its entirety to read as set forth below:




“(i) the Company has senior unsecured long-term debt outstanding (or if no such
senior unsecured long-term debt is outstanding that is rated by Standard and Poor’s,
a division of McGraw-Hill Company, and Moody’s Investors Service, Inc., the Company
has a corporate debt rating) that is rated at or above BBB- by Standard and Poor’s,
a division of McGraw-Hill Company, and Baa3 by Moody’s Investors Service, Inc.,”



(c) Paragraph 10B of the Agreement is amended by adding the following definitions thereto in
appropriate alphabetical order:



10









 






     “Amendment No. 2 Effective Date” shall have the meaning given in Letter
Amendment No. 2 to this Agreement.




     “CFS” means CFS Louisiana Midstream Company, a Delaware corporation.




     “Closing Leverage Period” means the period from the Amendment No. 2 Effective
Date through the first day of the fiscal quarter for which the Company is required
to deliver financial statements pursuant to paragraph 5A(i) or 5A(ii) which reflect
a Leverage Ratio for the Company and its Subsidiaries on a Consolidated basis less
than or equal to 4.00 to 1.00.




     “Dauphin” means El Paso Dauphin Island Company, L.L.C., a Delaware limited
liability company.




     “El Paso Acquired Companies” means each of CFS, Dauphin, and Sabine.




     “El Paso Acquisition” means the acquisition of the Equity Interests of each of
the El Paso Acquired Companies pursuant to the El Paso Purchase and Sale Agreement
for a cash purchase price not exceeding $500,000,000, subject to adjustments to
Working Capital (as defined in the El Paso Purchase and Sale Agreement).




     “El Paso Acquisition Documents” means the El Paso Purchase and Sale Agreement
and all other agreements, instruments or documents executed in connection therewith
or otherwise related to the El Paso Acquisition.




     “El Paso Purchase and Sale Agreement” means the Purchase and Sale Agreement
dated as of August 8, 2005 between the Company and El Paso Corporation, a Delaware
corporation.




     “Equity Interests” means (a) with respect to a corporation, any and all shares
of capital stock, (b) with respect to a partnership, limited liability company,
trust or similar Person, any and all units, interests or other partnership, limited
liability company, trust or similar interests, and (c) any other direct equity
ownership or participation in a Person.




     “Equity Issuance” means any issuance of Equity Interests (including any
preferred equity securities) by any the Company or any of its Subsidiaries other
than Equity Interests issued (i) to the Company or any of its Subsidiaries; (ii)
pursuant to employee or director and officer benefit or dividend reinvestment plans
or stock option or purchaser plans in the ordinary course of business; (iii) as
consideration in connection with any investment by the Company or any of its
Subsidiaries in any other Person pursuant to which such Person shall become a
Subsidiary or shall be merged into or consolidated with the Company or any of its
Subsidiaries; and (iv) as consideration in connection with an Acquisition or
Investment by the Company or any of its Subsidiaries, provided that at the time of



11









 






issuance no Default or Event of Default has occurred and is continuing both
before and after giving effect to such Equity Issuance.




     “Eunice Guaranty” has the meaning assigned to such term in the El Paso Purchase
and Sale Agreement.




     “Eunice Lease Documents” has the meaning assigned to such term in the El Paso
Purchase and Sale Agreement and includes any Eunice Lease Document Amendment (as
defined in Section 16(n) of the Letter Amendment No. 2 to this Agreement) or
permitted by paragraph 6M.




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




     “Sabine” means Sabine Pass Plant Facility Joint Venture, a Texas general
partnership.



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



     (a) The execution, delivery and performance by the Company and the Guarantors of this
Amendment, the Agreement, as amended hereby, and each of documents described in paragraph 16 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 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, or (iv) violate any applicable
law binding on or affecting the General Partner, the Company or any of their Subsidiaries.



     (b) Each of the representations and warranties contained in paragraph 8 of the Agreement is
true and correct on and as of the date hereof, and will be true and correct 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 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 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 16 hereto to be executed by the Company or any Guarantor.



12









 





     (e) This Amendment, the Agreement, as amended hereby, and each of the documents described in
paragraph 16 hereto 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.



     16. Conditions to Effectiveness. This Amendment shall become effective as of the date (the
“Amendment No. 2 Effective Date”) first above written when and if each of the conditions set forth
in this paragraph 16 shall have been satisfied (or waived in writing by Prudential and the Required
Holder(s)).



     (a) Execution and Delivery of Documents. Each Purchaser 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 such Purchaser and executed and delivered by each of the
parties thereto, as applicable:




     (i) This Amendment, dated as of the Amendment No. 2 Effective Date.




     (ii) A certificate of a Responsible Officer, dated as of the Amendment No. 2 Effective
Date, certifying that (A) the representations and warranties contained in this Amendment and
the Agreement, as amended hereby, are true and correct on and as of the Amendment No. 2
Effective Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct as of such earlier
date, (B) no Event of Default or Default exists as of the date thereof and (C) all of the
conditions specified in this paragraph 16 have been met.




     (iii) A certificate of the Secretary or an Assistant Secretary of the General Partner,
dated as of the Amendment No. 2 Effective Date, certifying (A) the existence of the Company
and the General Partner, (B) the Company Partnership Agreement, (C) the Company’s and
General Partner’s organizational documents, (D) the resolutions of the General Partner
approving this Amendment, the documents to be executed by the Company described in this
paragraph 16 and the related transactions, and (E) 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 documents executed in connection herewith.




     (iv) A certificate of the Secretary or an Assistant Secretary of the General Partner,
dated as of the Amendment No. 2 Effective Date, certifying the names and true signatures of
the officers of the General Partner authorized to sign this Amendment and the other
documents executed in connection herewith.




     (v) Certificates of the Secretary or an Assistant Secretary of each of the Guarantors,
dated as of the Amendment No. 2 Effective Date, certifying (A) the organizational documents
of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving
this Amendment, the documents to be executed by such Guarantor described in this paragraph
16 and the related transactions, and (C) all other documents evidencing other necessary
corporate, partnership or limited liability company



13









 






action and governmental approvals, if any, with respect to this Amendment and the other
documents executed in connection herewith.




     (vi) The Company Security Agreement, the Guarantor Security Agreement, the Bank
Agreement, the Intercreditor Agreement and a Second Amended and Restated Subsidiary Guaranty
Agreement made by each existing Guarantor, each El Paso Acquired Company (and CFS and
Dauphin will have been renamed Crosstex Processing Services, LLC and Crosstex Pelican, LLC,
respectively), Crosstex NGL Marketing, L.P., a Texas limited partnership, and Crosstex NGL
Pipeline, L.P., a Texas limited partnership, in favor of the Holders, each of which will be
in full force and effect.




     (vii) Appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral acquired
in connection with the El Paso Acquisition for filing with the appropriate authorities.




     (viii) A certificate dated as of the Effective Date from the Chief Financial Officer of
the Company as to Solvency of the Company and its Subsidiaries on a consolidated basis after
giving effect to the El Paso Acquisition.




     (ix) 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 of a Lien is
accomplished by the filing of a financing statement other than in favor of the Collateral
Agent and Liens permitted by paragraph 6C(1).




     (x) A favorable opinion of Baker Botts L.L.P., outside Texas counsel to the Company and
the Guarantors.




     (xi) A favorable opinion of Taylor, Porter, Brooks & Phillips, outside Louisiana
counsel to the Company, Crosstex LIG Liquids, LLC and the Louisiana Guarantors.




     (xii) Copies of the El Paso Purchase and Sale Agreement together with the exhibits and
schedules thereto certified by a Responsible Officer as being true and correct copies of
such documents as of the date hereof.




     (xiii) Such additional documents or certificates with respect to such legal matters or
limited liability company, limited partnership or other proceedings related to the
transactions contemplated hereby as may be reasonably requested by such Purchaser.



     (b) No Material Adverse Effect. Since December 31, 2004, there shall not have occurred (i)
any event, development, or circumstance that has caused or could reasonably be expected to cause a
material adverse effect on (x) the condition (financial or otherwise), results of operation,
assets, liabilities, management, prospects or value of the Company and its Subsidiaries, taken as a
whole, (y) the validity or enforceability of this Agreement or any of the Loan Documents or (z) the
rights and remedies of any Holder or the Collateral Agent under this Agreement or any of the Loan
Documents, (ii) any event, development, or circumstance that has



14









 







caused or could reasonably be expected to cause a material adverse condition or material
adverse change that calls into question in any material respect the Projections (as defined below)
or any of the material assumptions on which such Projections were prepared, or (iii) any change,
effect, event or occurrence with respect to the financial condition, properties, assets or
operations of the El Paso Acquired Companies that is material and adverse to the El Paso Acquired
Companies, taken as a whole, provided that in determining whether such a change, effect, event or
occurrence has occurred, the following shall not be considered: changes, effects, events and
occurrences relating to (A) the natural gas pipeline, treating and processing industry generally
(including the price of natural gas and the costs associated with the drilling and/or production of
natural gas), (B) any general market, economic, financial or political conditions, or outbreak or
hostilities or war, in the United States, or (C) the transactions contemplated by the El Paso
Purchase and Sale Agreement; provided, however, that to be excluded under subsection (B) above,
such condition may not disproportionately affect, as compared to others in such industry, any of
the El Paso Acquired Companies, or their respective businesses, assets, properties, results of
operation or condition (financial or otherwise). No Purchaser shall have become aware after August
27, 2005 of any information or other matter affecting the Company, the El Paso Acquisition or the
transactions contemplated by this Agreement that is inconsistent in a material and adverse manner
with any such information or other matter disclosed in writing to the Purchasers prior to the date
hereof.



     (c) No Default. No Default shall have occurred and be continuing.



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



     (e) Payment of Fees and Expenses. The Company shall have paid and all costs and expenses that
have been invoiced and are payable pursuant to paragraph 11B of the Note Agreement.



     (f) Title. The Purchasers shall be satisfied in the sole discretion as to the status of the
Company’s or Guarantor’s, as applicable, title to the Company’s and its Subsidiaries’ Properties.



     (g) Collateral Agent’s Liens. The Purchasers shall have received satisfactory evidence that
the Liens granted to the Collateral Agent 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.



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



     (i) Corporate Structure. The corporate and capital structure of the Company shall be
reasonably satisfactory to the Purchasers.



15









 





     (j) Financial Information. The Purchasers shall have received the most recently completed
annual (or other audited) financial statements of the Company and its Subsidiaries, interim
financial statements of the Company and its Subsidiaries dated the end of the most recent fiscal
quarter for which financial statements are available and financial projections of the Company and
its Subsidiaries for the fiscal years 2005 through 2010 and incorporating the Advances provided for
herein and the El Paso Acquisition (the “Projections”).



     (k) Due Diligence. The Purchasers shall have completed a due diligence investigation of the
Borrower and its Subsidiaries in scope, and with results, reasonably satisfactory to the Purchasers
and shall have been given such access to the management, records, books of account, contracts and
properties of the Company and its Subsidiaries and shall have received such financial, business and
other information regarding the Company and its Subsidiaries and the El Paso Acquisition as the
Purchasers shall have reasonably requested, including, without limitation, information as to
possible contingent liabilities, tax matters, collective bargaining agreements and other
arrangements with employees, and the financial statements and Projections referred to in Section
16(j).



     (l) Equity Issuance Proceeds. The Company shall receive proceeds from Equity Issuances in
immediately available funds, after payment of, or provision for, all brokerage commissions and
other reasonable out-of-pocket fees and expenses, in amount equal to at least $100,000,000.



     (m) El Paso Acquisition.



          (i) The terms and conditions of the El Paso Acquisition Documents shall be in form and
substance satisfactory to the Purchasers (it being agreed that the El Paso Acquisition Documents
that have been delivered to the Purchasers are satisfactory).




          (ii) Except as otherwise disclosed in writing and acceptable to the Purchasers, the El Paso
Acquisition Documents shall be in full force and effect and no material term or condition thereof
shall have been amended, modified or waived in writing after the execution thereof, unless such
amendment, modification or wavier could not reasonably be expected to be materially adverse to the
interests of the Company or the Holders.




          (iii) The El Paso Acquisition shall have been consummated by the Company, and all other
conditions to the El Paso Acquisition as set forth in the El Paso Acquisition Documents shall have
been satisfied or waived in form and substance satisfactory to the Purchasers, unless such waiver
could not reasonably be expected to be materially adverse to the interests of the Company or the
Holders.




     (n) Consents. The Company shall have received all necessary or, in the discretion of the
Purchasers, advisable, third-party consents or agreements required for the consummation of the El
Paso Acquisition, including, without limitation, any amendment, consent or agreement related to any
Eunice Lease Document entered into prior to or on the Amendment No. 2 Effective Date, each of which
shall be in form and substance reasonably satisfactory to the Required Holders (each, a “Eunice
Lease Document Amendment” and collectively, the “Eunice Lease Document Amendments”).



16









 





     (o) Hedging Arrangements. The Company and the Guarantors shall have entered into Hydrocarbon
Hedge Agreements with counterparties satisfactory to the Purchasers and otherwise in form and
substance satisfactory to, and covering notional volumes and periods satisfactory to, the
Purchasers.



     17. Miscellaneous.



     (a) Effect on Agreement. On and after the Amendment No. 2 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. 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, nothing in this
Amendment shall be deemed (i) to 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) to 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 Purchasers 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
Purchasers’ 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.



17









 





     (f) FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN 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 page follows.}




18









 






     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/ Gysle R. Shellum	 	 
	 

	 	 	 	 

Gysle R. Shellum
	 	 
	 

	 	 	 	Vice President-Finance	 	 






Agreed to as of the Amendment No. 2 Effective Date:



PRUDENTIAL INVESTMENT MANAGEMENT, INC.




	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 
	 

	 	 


	 	 






THE PRUDENTIAL INSURANCE COMPANY OF AMERICA




	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 
	 

	 	 

	 	 
	 

	 	 	 	 






PRUCO LIFE INSURANCE COMPANY




	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 
	 

	 	 

	 	 
	 

	 	 	 	 







Signature Page to Letter
Amendment No. 2


 











 






	 	 	 	 	 
	PRUCO LIFE INSURANCE COMPANY OF	 	 
	  NEW JERSEY	 	 
	 
	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	GIBRALTAR LIFE INSURANCE CO., LTD.	 	 
	 
	 	 	 	 
	By:

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

	 	Prudential Investment Management, Inc.,

as Sub-Adviser	 	 
	 
	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	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/ Authorized Signatory	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	CONNECTICUT GENERAL LIFE INSURANCE	 	 
	  COMPANY	 	 
	 
	 	 	 	 
	By:

	 	Prudential Investment Management, Inc.,	 	 
	 

	 	as Investment Manager	 	 
	 
	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 
	 

	 	 	 	 
	 

	 	 	 	 






Signature
Page to Letter Amendment No. 2




 









 








	 	 	 	 	 
	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/ Authorized Signatory	 	 
	 

	 	 	 	 
	 

	 	 	 	 





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




	 	 	 	 	 	 	 
	 	 	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/ Gysle R. Shellum	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Gysle R. Shellum	 	 
	 

	 	 	 	Vice President-Finance	 	 






Signature
Page to Letter Amendment No. 2




 









 








	 	 	 	 	 	 	 
	 	 	CROSSTEX ENERGY SERVICES, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Crosstex Operating GP, LLC,	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gysle R. Shellum	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gysle R. Shellum	 	 
	 

	 	Title:
	 	Vice President-Finance	 	 
	 
	 	 	 	 	 	 
	 	 	CROSSTEX OPERATING GP, LLC	 	 
	 	 	CROSSTEX ENERGY SERVICES GP, LLC	 	 
	 	 	CROSSTEX LIG, LLC	 	 
	 	 	CROSSTEX TUSCALOOSA, LLC	 	 
	 	 	CROSSTEX LIG LIQUIDS, LLC	 	 
	 	 	CROSSTEX PIPELINE, LLC	 	 
	 	 	CROSSTEX PROCESSING SERVICES, LLC	 	 
	 	 	CROSSTEX PELICAN, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gysle R. Shellum	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gysle R. Shellum	 	 
	 

	 	Title:
	 	Vice President-Finance	 	 
	 
	 	 	 	 	 	 
	 	 	CROSSTEX PIPELINE PARTNERS, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Crosstex Pipeline, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gysle R. Shellum	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gysle R. Shellum	 	 
	 

	 	Title:
	 	Vice President-Finance	 	 






Signature
Page to Letter Amendment No. 2





 









 








	 	 	 	 	 	 	 
	 	 	SABINE PASS PLANT FACILITY JOINT VENTURE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Crosstex Processing Services, LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 

	 	 	 	and	 	 
	 

	 	By:
	 	Crosstex Pelican, LLC, as general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gysle R. Shellum	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gysle R. Shellum	 	 
	 

	 	Title:
	 	Vice President-Finance	 	 






Signature
Page to Letter Amendment No. 2