exv10w2



 





Exhibit 10.2

EXECUTION VERSION



LETTER AMENDMENT NO. 1




to




AMENDED AND RESTATED

NOTE PURCHASE AGREEMENT




As of
March 30, 2007




	 	 	 
	To:

	 	Each of the Purchasers listed
	 

	 	on Exhibit A attached hereto





Ladies and Gentlemen:




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



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



     Accordingly, subject to satisfaction of the conditions set forth in paragraph 5 hereof, and in
reliance on the representations and warranties of the Company set forth in paragraph 4 hereof, the
Purchasers signing this Amendment hereby agree with the Company to amend the Agreement as provided
in paragraphs 1 through 3 below effective as of the Amendment No. 1 Effective Date (as defined in
paragraph 5 below).



     1. Amendment to Paragraph 5R. Excess Leverage Fee. Paragraph 5R of the Agreement is amended
in its entirety to read as follows:




     5R. Excess Leverage Fee and Interest Rate Increase.




     5R(1). Excess Leverage Fee. If the Leverage Ratio as of the end of any fiscal
quarter set forth below is greater than the amount 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 and in addition to any
increase in such rate of interest that may result from the provisions of paragraph
5R(2), 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. The payment of the Excess Leverage Fee shall not
constitute a waiver of any Default or Event of Default.



	 	 	 	 	 	 	 	 	 
	 	 	Leverage Ratio Range	 	Excess Leverage Fee
	Fiscal Quarter
ending March 31, 2007:
	 	Greater than 5.10 to 1.00 	 	 	0.15	%
	 
	 	 	 	 	 	 	 	 
	Fiscal Quarters
ending June 30, 2007,
September 30, 2007 and
December 31, 2007:
	 	Greater than 5.00 to 1.00	 	 	0.15	%
	 
	 	 	 	 	 	 	 	 
	Fiscal Quarters
ending March 31, 2008
and June 30, 2008:
	 	Greater than 4.75 to 1.00	 	 	0.15	%







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



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




     6A(3). Leverage Ratios.




     (a) If no Unsecured Note Indebtedness is outstanding on the applicable date of
determination, the Company shall not, as of the end of any fiscal quarter, permit
the Leverage Ratio for the Company and its Subsidiaries on a Consolidated basis to
be greater than (i) 5.25 to 1.00 for any fiscal quarter ending during the period
commencing on June 29, 2006 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.



2









 






     (b) If any Unsecured Note Indebtedness is incurred or outstanding on the
applicable date of determination, the Company shall not, as of the end of any fiscal
quarter, permit the Leverage Ratio (calculated in accordance with paragraph
6C(2)(xi)) for the Company and its Subsidiaries on a Consolidated basis to be
greater than 5.25 to 1.00 on the date any Unsecured Note Indebtedness is incurred
and on the last day of any fiscal quarter ending thereafter; provided, however, that
during an Acquisition Adjustment Period, the maximum permitted Leverage Ratio shall
be increased by 0.50 to 1.00 from the otherwise applicable ratio set forth above.




     (c) If any Unsecured Note Indebtedness is incurred or outstanding on the
applicable date of determination, the Company shall not, as of the end of any fiscal
quarter, permit the Senior Leverage Ratio (calculated in accordance with paragraph
6C(2)(xi)) for the Company and its Subsidiaries on a Consolidated basis to be
greater than 4.25 to 1.0 on the date any Unsecured Note Indebtedness is incurred and
on the last day of any fiscal quarter ending thereafter; provided, however, that
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.



     3. Amendment to Paragraph 10B. Other Terms. Paragraph 10B of the Agreement is amended by
adding the following definitions thereto in appropriate alphabetical order:




     “Senior Leverage Ratio” means, for the Company 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 Company 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 paragraph
6C(2)(xi).



     4. 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 5 hereof
to which each is a party, have in each case been duly authorized by all necessary limited liability
company, limited partnership or other organizational action and do not and will not (i) contravene
the terms of the Company Partnership Agreement or the partnership or limited liability company
agreement or certificate of formation (or other organizational documents) of the General Partner,
the Company or any of their Subsidiaries, (ii) conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document evidencing any contractual
obligation to which the General Partner, the Company or any of their Subsidiaries is a party and
which could subject any holder of Notes to any liability, (iii) conflict with or result in any
breach or contravention of any order, injunction, writ or decree of any



3









 







governmental authority binding on the General Partner, the Company, any of their Subsidiaries
or their respective properties, (iv) violate any applicable law binding on or affecting the General
Partner, the Company or any of their Subsidiaries, or (v) adversely affect the enforceability of
any Lien of the Security Documents.



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



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



     (d) No Governmental Action 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 5 hereof to be executed by the Company or any Guarantor.



     (e) This Amendment, the Agreement, as amended hereby, and each of the documents described in
paragraph 5 hereof to be executed by the Company or any Guarantor, constitute legal, valid and
binding obligations of the Company or such Guarantor, as applicable, enforceable against the
Company or such Guarantor, as applicable, in accordance with their respective terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or
other similar laws affecting creditors’ rights generally or by general principles of equity
(regardless of whether such enforceability is considered in any proceeding in law or in equity).



     (f) The quarterly and annual financial statements most recently delivered to each Holder
pursuant to paragraphs 5A(i) and 5A(ii) of the Agreement fairly present the Consolidated financial
condition of the Company and its Subsidiaries as of the respective dates thereof and the
Consolidated results of the operations of the Company and its Subsidiaries for the respective
fiscal periods ended on such dates, all in accordance with GAAP applied on a consistent basis
(subject to normal year-end audit adjustments and the absence of footnotes in the case of the
quarterly financial statements). Since December 31, 2006, no Material Adverse Effect has occurred.
The Company and its Subsidiaries have no material contingent liabilities except as disclosed in
such financial statements or the notes thereto.



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



     (h) Neither the Company, the General Partner, the Ultimate General Partner nor any of their
Subsidiaries have paid, or agreed to pay, any fees or other compensation for or with respect to the
Amendment to Bank Agreement (as defined below).



4









 





     5. Conditions to Effectiveness. This Amendment shall become effective as of the date (the
“Amendment No. 1 Effective Date”) first above written when and if each of the conditions set forth
in this paragraph 5 shall have been satisfied (or waived in writing by 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 the Required Holder(s) and executed and delivered by each
of the parties thereto, as applicable:




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




     (ii) an executed copy of an amendment to the Bank Agreement in form and substance
satisfactory to the Required Holder(s), permitting the transactions contemplated hereby and
by the other Loan Documents (the “Amendment to Bank Agreement”).



     (b) Closing Fee. The Company will pay to each Purchaser in immediately available funds a fee
on the Amendment No. 1 Effective Date in an amount equal to 0.05% of the aggregate principal amount
of Notes held by such Purchaser on the Amendment No. 1 Effective Date.



     6. Miscellaneous.



     (a) Effect on Agreement. On and after the Amendment No. 1 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 to (i) constitute a waiver of compliance or consent to noncompliance by
the Company or any other Person with respect to any term, provision, covenant or condition of the
Agreement or any other Loan Document or (ii) prejudice any right or remedy that any holder of Notes
may now have or may have in the future under or in connection with the Agreement or any other Loan
Document.



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



     (c) Expenses. The Company confirms its agreement, pursuant to paragraph 11B of the Agreement,
to pay promptly all out-of-pocket expenses of the Purchasers related to the



5









 







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.



     (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.}




6









 








     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. 1 Effective Date:



PRUDENTIAL INVESTMENT MANAGEMENT, INC.




	 	 	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 
	 	 
	 

	 	 

Vice President
	 	 	 	 
	 
	 	 	 	 	 	 
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Authorized Signatory	 	 
	 	 
	 

	 	 

Vice President
	 	 	 	 
	 
	 	 	 	 	 	 
	PRUCO LIFE INSURANCE COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Authorized Signatory	 	 
	 	 
	 

	 	 

Vice President
	 	 	 	 






Signature Page to Letter Amendment No. 1




 









 








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

	 	 

Vice President
	 	 	 	 
	 
	 	 	 	 	 	 
	GIBRALTAR LIFE INSURANCE CO., LTD.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Prudential Investment Management (Japan), Inc.,	 	 	 	 
	 

	 	as Investment Manager	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Prudential Investment Management, Inc.,	 	 	 	 
	 

	 	as Sub-Adviser	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 	 	 
	 

	 	 

Vice President
	 	 	 	 
	 
	 	 	 	 	 	 
	RGA REINSURANCE COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Prudential Private Placement Investors,	 	 	 	 
	 

	 	L.P. (as Investment Advisor)	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Prudential Private Placement Investors, Inc.	 	 	 	 
	 

	 	(as its General Partner)	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 	 	 
	 

	 	 

Vice President
	 	 	 	 
	 
	 	 	 	 	 	 
	CONNECTICUT GENERAL LIFE INSURANCE	 	 	 	 
	     COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Prudential Investment Management, Inc.,	 	 	 	 
	 

	 	as Investment Manager	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 	 	 
	 

	 	 

Vice President
	 	 	 	 






Signature Page to Letter Amendment No. 1






 









 








	 	 	 	 	 	 	 
	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	 	 	 	 
	 

	 	 

Vice President
	 	 	 	 
	 
	 	 	 	 	 	 
	THE PRUDENTIAL LIFE INSURANCE	 	 	 	 
	     COMPANY, LTD.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Prudential Investment Management (Japan), Inc.,	 	 	 	 
	 

	 	as Investment Manager	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Prudential Investment Management, Inc.,	 	 	 	 
	 

	 	as Sub-Adviser	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 	 	 
	 

	 	 

Vice President
	 	 	 	 
	 
	 	 	 	 	 	 
	PRUDENTIAL RETIREMENT INSURANCE	 	 	 	 
	     AND ANNUITY COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Prudential Investment Management, Inc.,	 	 	 	 
	 

	 	as investment manager	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 	 	 
	 

	 	 

Vice President
	 	 	 	 






Signature Page to Letter Amendment No. 1





 









 








	 	 	 	 	 	 	 
	MTL INSURANCE COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Prudential Private Placement Investors, L.P.	 	 	 	 
	 

	 	(as Investment Advisor)	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Prudential Private Placement Investors, Inc.	 	 	 	 
	 

	 	(as its General Partner)	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 	 	 
	 

	 	 

Vice President
	 	 	 	 
	 
	 	 	 	 	 	 
	ING USA ANNUITY AND LIFE INSURANCE COMPANY	 	 	 	 
	ING LIFE INSURANCE AND ANNUITY COMPANY	 	 	 	 
	RELIASTAR LIFE INSURANCE COMPANY	 	 	 	 
	SECURITY LIFE OF DENVER INSURANCE COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	ING Investment Management LLC, as Agent	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	JOHN HANCOCK LIFE INSURANCE COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 	 	 
	 

	 	 

Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Authorized Signatory	 	 	 	 
	 

	 	 

Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to Letter Amendment No. 1




 









 








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

	 	/s/ Authorized Signatory
	 	 	 	 
	 	 	
Name:

	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNATURE 7 L.P.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	John Hancock Life Insurance Company,	 	 	 	 
	 

	 	as Portfolio Advisor	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	/s/ Authorized Signatory
	 	 	 	 
	 	 	
Name:

	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	FIRST COLONY LIFE INSURANCE COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	METROPOLITAN LIFE INSURANCE COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	/s/ Authorized Signatory
	 	 	 	 
	 	 	
Name:

	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to Letter Amendment No. 1





 









 








	 	 	 	 	 	 	 
	METLIFE INVESTORS USA INSURANCE COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	/s/ Authorized Signatory
	 	 	 	 
	 	 	
Name:

	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	METLIFE INSURANCE COMPANY OF CONNECTICUT	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	/s/ Authorized Signatory
	 	 	 	 
	 	 	
Name:

	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	/s/ Authorized Signatory
	 	 	 	 
	 	 	
Name:

	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to Letter Amendment No. 1




 









 







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




	 	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 
	 	 	CROSSTEX ACQUISITION MANAGEMENT, L.P.	 	 
	 	 	CROSSTEX MISSISSIPPI PIPELINE, L.P.	 	 
	 	 	CROSSTEX SEMINOLE GAS, L.P.	 	 
	 	 	CROSSTEX ALABAMA GATHERING SYSTEM, L.P.	 	 
	 	 	CROSSTEX MISSISSIPPI INDUSTRIAL GAS	 	 
	 	 	SALES, L.P.	 	 
	 	 	CROSSTEX GULF COAST TRANSMISSION LTD.	 	 
	 	 	CROSSTEX GULF COAST MARKETING LTD.	 	 
	 	 	CROSSTEX CCNG GATHERING LTD.	 	 
	 	 	CROSSTEX CCNG PROCESSING LTD.	 	 
	 	 	CROSSTEX CCNG TRANSMISSION LTD.	 	 
	 	 	CROSSTEX TREATING SERVICES, L.P.	 	 
	 	 	CROSSTEX NORTH TEXAS PIPELINE, L.P.	 	 
	 	 	CROSSTEX NORTH TEXAS GATHERING, L.P.	 	 
	 	 	CROSSTEX NGL MARKETING, L.P.	 	 
	 	 	CROSSTEX NGL PIPELINE, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Crosstex Energy Services GP, LLC	 	 
	 

	 	 	 	Sole General Partner of each above limited	 	 
	 

	 	 	 	partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gysle R. Shellum	 	 
	 

	 	 	 	 

Gysle R. Shellum
	 	 
	 

	 	 	 	Vice President-Finance	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 






Signature Page to Letter Amendment No. 1





 









 








	 	 	 	 	 	 	 
	 	 	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:

Title:
	 	 

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	 	 
	 

	 	Name:

Title:
	 	 

Gysle R. Shellum 

Vice President-Finance
	 	 






Signature Page to Letter Amendment No. 1




 









 








Exhibit A




Purchasers




PRUDENTIAL INVESTMENT MANAGEMENT, INC.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

PRUCO LIFE INSURANCE COMPANY

PRUCO LIFE INSURANCE COMPANY OF

     NEW JERSEY

GIBRALTAR LIFE INSURANCE CO., LTD.

RGA REINSURANCE COMPANY

CONNECTICUT GENERAL LIFE INSURANCE

     COMPANY

ZURICH AMERICAN INSURANCE COMPANY

THE PRUDENTIAL LIFE INSURANCE

     COMPANY, LTD.

PRUDENTIAL RETIREMENT INSURANCE

     AND ANNUITY COMPANY

MTL INSURANCE COMPANY

ING USA ANNUITY AND LIFE INSURANCE COMPANY

ING LIFE INSURANCE AND ANNUITY COMPANY

RELIASTAR LIFE INSURANCE COMPANY

SECURITY LIFE OF DENVER INSURANCE COMPANY

JOHN HANCOCK LIFE INSURANCE COMPANY

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

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

SIGNATURE 7 L.P.

FIRST COLONY LIFE INSURANCE COMPANY

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INVESTORS USA INSURANCE COMPANY

METLIFE INSURANCE COMPANY OF CONNECTICUT

METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT




Signature Page to Letter Amendment No. 1