exv10w1



 





Exhibit 10.1



EXECUTION
COPY



THIRD AMENDMENT




     THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is entered into as of the 28th day of March, 2007 by and among each
of the persons listed on the signature pages hereof as banks (the “Banks”), Crosstex
Energy, L.P., a Delaware limited partnership (the “Borrower”), and Bank of America, N.A.,
as administrative agent (the “Administrative Agent”).



ARTICLE I




BACKGROUND




     A. The Banks, the Administrative Agent and the Borrower are parties to that certain Fourth
Amended and Restated Credit Agreement dated as of November 1, 2005, as amended by the First
Amendment dated as of February 24, 2006 and the Second Amendment dated as of June 29, 2006 (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 make certain amendments to the
Credit Agreement as provided for herein.



ARTICLE II




AGREEMENT




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



     Section 2.01. Amendments. The Credit Agreement is hereby amended as follows:



     (a) The definition of “Applicable Margin” is hereby amended by replacing “4.25 to 1.00” in the
last paragraph of such definition with “4.50 to 1.00”.



     (b) The following new definitions are hereby added to Section 1.01 of the Credit Agreement in
appropriate alphabetical order:




     “Senior Leverage Ratio” means, for the Borrower and its Subsidiaries on
a Consolidated basis, as of the end of any fiscal quarter, the ratio of (a) Funded
Debt (excluding the Unsecured Note Indebtedness) for the Borrower and its
Subsidiaries on a Consolidated basis as of the end of such fiscal quarter to (b)
EBITDA for the four fiscal quarters then ended.




     “Unsecured Note Indebtedness” means Debt permitted under Section
6.02(k).



 









 





     (c) Section 6.14 of the Credit Agreement is hereby amended in its entirety as follows:




     Section 6.14. Leverage Ratios.




     (a) If no Unsecured Note Indebtedness is outstanding on the applicable date of
determination, the Borrower shall not, as of the end of any fiscal quarter, permit
the Leverage Ratio for the Borrower and its Subsidiaries on a Consolidated basis to
be greater than (i) 5.25 to 1.00 for any fiscal quarter ending during the period
commencing on the Second Amendment Effective Date and ending December 31, 2007, (ii)
5.00 to 1.00 for any fiscal quarter ending March 31, 2008 through September 30,
2008, (iii) 4.75 to 1.00 for the fiscal quarters ending December 31, 2008 and March
31, 2009, and (iv) 4.50 to 1.00 for any fiscal quarter ending thereafter; provided,
however, that 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 Borrower shall not, as of the end of any
fiscal quarter, permit the Leverage Ratio (calculated in accordance with Section
6.02(k)) for the Borrower and its Subsidiaries on a Consolidated basis to be greater
than 5.50 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 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 Borrower shall not, as of the end of any
fiscal quarter, permit the Senior Leverage Ratio (calculated in accordance with
Section 6.02(k)) for the Borrower and its Subsidiaries on a Consolidated basis to be
greater than 4.50 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
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.



     Section 2.02. Conditions Precedent. This Amendment shall become effective as of the
date first set forth above when the Administrative Agent shall have received 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:



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



     (b) an executed copy of an amendment to the Note Agreement in form and substance reasonably
acceptable to the Administrative Agent.



2









 





     Section 2.03. 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 are within the
Borrower’s legal powers, have been duly authorized by all necessary partnership action and do not
(i) contravene the Borrower Partnership Agreement, (ii) violate any applicable Governmental Rule,
the violation of which could reasonably be expected to have a Material Adverse Effect, (iii)
conflict with or result in the breach of, or constitute a default under, any loan agreement,
indenture, mortgage, deed of trust or lease, or any other contract or instrument binding on or
affecting the Borrower or any Subsidiary or any of their respective properties, the conflict,
breach or default of which could reasonably be expected to have a Material Adverse Effect, or (iv)
result in or require the creation or imposition of any Lien upon or with respect to any of the
properties of the Borrower, other than Liens permitted by the Credit Agreement.



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



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



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



     (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 and the absence of footnotes in the case of the
quarterly financial statements). Since December 31, 2005, no Material Adverse Effect has occurred.
The Borrower and its Subsidiaries have no material contingent liabilities except as disclosed in
such financial statements or the notes thereto.



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



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



     Section 2.04. 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



3









 







mean and be a reference to the Credit Agreement, and each reference in the other Credit
Documents to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended
by this Amendment.



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



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



     Section 2.05. 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 2.06. 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.



     Section 2.07. 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.



[Remainder of this page blank; signature page follows]




4









 





     Executed as of the date first set forth above.



	 	 	 	 	 
	 	CROSSTEX ENERGY, L.P.



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

 	 
	 	By:  	Crosstex Energy GP, LLC, 
General Partner

 	 
	 	 	By:  	/s/ Gysle R. Shellum	 
	 	 	 	Gysle R. Shellum 	 
	 	 	 	Vice President – Finance 	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.




 









 







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




	 	 	 	 	 
	 	CROSSTEX ENERGY SERVICES, L.P.



By: Crosstex Operating GP, LLC, its general partner

 	 
	 	By:  	/s/
Gysle R. Shellum	 
	 	 	Gysle R. Shellum 	 
	 	 	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	 
	 	 	Gysle R. Shellum 	 
	 	 	Vice President - Finance 	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.





 









 








	 	 	 	 	 
	 	CROSSTEX ACQUISITION MANAGEMENT, L.P.

CROSSTEX MISSISSIPPI PIPELINE, L.P.

CROSSTEX SEMINOLE GAS, L.P.

CROSSTEX ALABAMA GATHERING SYSTEM, L.P.

CROSSTEX MISSISSIPPI INDUSTRIAL GAS SALES, L.P.

CROSSTEX GULF COAST TRANSMISSION LTD.

CROSSTEX GULF COAST MARKETING LTD.

CROSSTEX CCNG GATHERING LTD.

CROSSTEX CCNG PROCESSING LTD.

CROSSTEX CCNG TRANSMISSION LTD.

CROSSTEX TREATING SERVICES, L.P.

CROSSTEX NORTH TEXAS PIPELINE, L.P.

CROSSTEX NORTH TEXAS GATHERING, L.P.

CROSSTEX NGL MARKETING, L.P.

CROSSTEX NGL PIPELINE, L.P.



By: Crosstex Energy Services GP, LLC, general partner

of each above limited partnership

 	 
	 	By:  	/s/
Gysle R. Shellum	 
	 	 	Gysle R. Shellum 	 
	 	 	Vice President - Finance 	 
	 
	 	CROSSTEX PIPELINE PARTNERS, LTD. 



By: Crosstex Pipeline, LLC, its general partner

 	 
	 	By:  	/s/
Gysle R. Shellum	 
	 	 	Gysle R. Shellum 	 
	 	 	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/
Gysle R. Shellum	 
	 	 	Gysle R. Shellum 	 
	 	 	Vice President - Finance 	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.





 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ Matthew C. Correia	 
	 	 	Matthew C. Correia 	 
	 	 	Assistant Vice President 	 
	 
	 	BANK OF AMERICA, N.A.,

as a Bank and an Issuing Bank

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



Signature Page to Third Amendment — Crosstex Energy, L.P.






 









 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/
Timothy Brendel	 
	 	Name:  	Timothy
Brendel	 
	 	Title:  	Investment
Banking Officer	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.






 









 








	 	 	 	 	 
	 	BMO CAPITAL MARKETS

 	 
	 	By:  	/s/
Cahal Carmody	 
	 	Name:  	Cahal
Carmody	 
	 	Title:  	Vice
President	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.






 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
Lawrence P. Sullivan	 
	 	Name:  	Lawrence
P. Sullivan	 
	 	Title:  	Managing
Director	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.






 









 








	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/
Larry Robinson	 
	 	Name:  	Larry
Robinson	 
	 	Title:  	Director	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Mark A. Cox	 
	 	Name:  	Mark
A. Cox	 
	 	Title:  	Managing
Director	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/
John F. Miller	 
	 	Name:  	John
F. Miller	 
	 	Title:  	Attorney-in-fact	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Authorized Signatory	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	SCOTIABANC INC.

 	 
	 	By:  	/s/ William E. Zarrett	 
	 	Name:  	William E. Zarrett	 
	 	Title:  	Managing Director	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/
Don J. McKinnerney	 
	 	Name:  	Don J. McKinnerney	 
	 	Title:  	Authorized
Signatory	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

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



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	FORTIS CAPITAL CORP.

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



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	GUARANTY BANK

 	 
	 	By:  	/s/
Jim R. Hamilton	 
	 	Name:  	Jim R. Hamilton	 
	 	Title:  	Senior
Vice President	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK N.A.

 	 
	 	By:  	/s/
Tara Narasiman	 
	 	Name:  	Tara Narasiman	 
	 	Title:  	Associate	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/
David C. Brooks	 
	 	Name:  	David C. Brooks	 
	 	Title:  	Vice
President	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/
Rebecca L. Wilson	 
	 	Name:  	Rebecca L. Wilson	 
	 	Title:  	Corporate
Banking Officer	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE

 	 
	 	By:  	/s/
Graeme R. Bullen	 
	 	Name:  	Graeme R. Bullen	 
	 	Title:  	Director	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	STERLING BANK

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



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	COMPASS BANK

 	 
	 	By:  	/s/
Patrick McWilliams	 
	 	Name:  	Patrick McWilliams	 
	 	Title:  	Vice
President	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.







 









 








	 	 	 	 	 
	 	BANK OF SCOTLAND

 	 
	 	By:  	/s/
Karen Weich	 
	 	Name:  	Karen Weich	 
	 	Title:  	Vice
President	 
	 



Signature Page to Third Amendment — Crosstex Energy, L.P.