LETTER AMENDMENT NO. 3 to AMENDED AND RESTATED MASTER SHELF AGREEMENT
Exhibit 10.1
EXECUTION COPY
LETTER AMENDMENT NO. 3
to
AMENDED AND RESTATED
MASTER SHELF AGREEMENT
MASTER SHELF AGREEMENT
As of March 13, 2006
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
c/o Prudential Capital Group
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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
c/o Prudential Capital Group
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We refer to the Amended and Restated Master Shelf Agreement, dated as of March 31, 2005, as
amended by Letter Amendment No. 1 thereto dated as of June 22, 2005 and Letter Amendment ▇▇. ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ (▇▇ 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. 3 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 amend the Agreement to increase the aggregate principal amount of Notes
that may be issued under the Agreement to $260,000,000 and provide for the authorization of the
issuance of a series of senior secured notes thereunder 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. In addition, the Company and the Purchasers
desire to make certain other changes to the Agreement relating
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to the determination of any Yield-Maintenance Amount with respect to the Series D Notes as
more particularly set forth herein.
Accordingly, subject to satisfaction of the conditions set forth in paragraph 12 hereof, and
in reliance on the representations and warranties of the Company set forth in paragraph 11 hereof,
the Purchasers hereby agree with the Company to amend the Agreement as provided in paragraphs 1
through 10 below, effective as of the Amendment No. 3 Effective Date (as defined in paragraph 12
below).
1. Amendment to Cover Page.
“Cover Page. The cover page of the Agreement is hereby amended by replacing
“$125,000,000” with “$260,000,000”.
2. Amendment to Paragraph 1D. Authorization of Issue of Shelf Notes. The third sentence of
paragraph 1D of the Agreement is restated in its entirety to read as follows:
“The term ‘Notes’ as used in this Agreement shall mean any Series A Note, any
Series B Note, any Series C Note, any Series E Note or any Shelf Note.”
3. New Paragraph 1E. Authorization of Issue of Series E Notes.
Existing paragraphs 1E and 1F of the Agreement are renumbered as paragraph 1F and 1G,
respectively, and new paragraph 1E is added to the Agreement, such paragraph 1E to read as follows:
“1E. Authorization of Issue of Series E Notes. The Company will authorize the
issue of its 6.32% Senior Secured Notes, Series E, due March 13, 2016 (the “Series E
Notes”), in the aggregate principal amount of $60,000,000, to be dated the date of
issue thereof, to mature March 13, 2016, to bear interest on the unpaid balance
thereof from the date thereof until the principal thereof shall have become due and
payable at the rate of 6.32% per annum and on the occurrence and during the
continuation of an Event of Default at the rate specified therein, to be
substantially in the form of Exhibit A-5 hereto. The term “Series E Notes” as used
herein shall include each Series E Note delivered pursuant to any provision of this
Agreement and each Series E Note delivered in substitution or exchange for such
Series E Note pursuant to any such provision.”
4. New Paragraph 1H. Series E Closing. New paragraph 1H is added to the Agreement, such
paragraph 1H to read as follows:
“1H. Series E Closing. The Company hereby agrees to sell to each Purchaser
identified on the Purchaser Schedule attached hereto as a Purchaser of the
Series E Notes and, subject to the terms and conditions herein set forth, each such
Purchaser agrees to purchase from the Company Series E Notes in the aggregate
principal amount set forth opposite its name on the Purchaser Schedule
attached hereto at 100% of such aggregate principal amount. The Company will
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deliver to such Purchasers, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, one or more Series E Notes registered in the name
of such Purchasers, evidencing the aggregate principal amount of Series E Notes to
be purchased by such Purchasers and in the denomination or denominations specified
in the Purchaser Schedule attached hereto against payment of the purchase
price thereof by transfer of immediately available funds to the credit of the
account of Crosstex Energy Services, LP, account #0880423630 at Union Bank of
California (ABA No. ▇▇▇▇▇▇▇▇▇) on the date of closing, which shall be March 13,
2006, or any other date upon which the Company and Prudential may mutually agree in
writing (the “Series E Closing Day”).”
5. Paragraph 2H(2). Rescheduled Closings; ▇▇▇▇▇▇▇▇▇ ▇▇. Fees; and Paragraph 3. Conditions of
Amendment and Restatement and Closing.
For the purposes of paragraph 2H(2), paragraph 2I and paragraph 3 of the Agreement, each
reference to “Accepted Notes” or “Shelf Notes” shall include the Series E Notes and any reference
to the “Acceptance Day” shall mean, with respect to the Series E Notes, February 21, 2006.
6. Paragraph 3A. Certain Documents.
Clause (xx) of paragraph 3A of the Agreement is amended in its entirety to read as follows:
“(xx) With respect to the issuance of any Notes which would cause the aggregate
principal amount of all Notes issued under this Agreement to exceed $200,000,000: an
executed amendment to the Bank Agreement amending the Bank Agreement to permit the
issuance of up to an aggregate of $260,000,000 principal amount of Notes under this
Agreement, certified by a Responsible Officer as being a true and correct copy of
such amendment as of the applicable Closing Day, and such amendment shall be in full
force and effect.
7. Amendment to ▇▇▇▇▇▇▇▇▇ ▇▇. Use of Proceeds.
Paragraph 8I of the Agreement is amended to add the following as the new first sentence
thereof:
“The proceeds of the Series E Notes will be used to refinance existing Debt
outstanding under the Bank Agreement.”
8. Amendment to Paragraph 10A. Yield-Maintenance Terms.
The definition of “Yield-Maintenance Amount” in paragraph 10A of the Agreement is amended in
its entirety to read as follows:
“‘Yield-Maintenance Amount’ means, with respect to any Note:
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(a) Other than with respect to the Series C Notes, the Series D Notes or the
Series E Notes, an amount equal to the excess, if any, of the Discounted Value of
the Called Principal of such Note over the sum of (i) such Called Principal plus
(ii) interest accrued thereon as of (including interest due on) the Settlement Date
with respect to such Called Principal;
(b) With respect to the Series C Notes (1) if the Settlement Date with respect
to which the Yield-Maintenance Amount is being determined is on or before June 18,
2007, an amount equal to the excess, if any, of the Discounted Value of the Called
Principal of such Series C Note over the sum of (i) such Called Principal plus (ii)
interest accrued thereon as of (including interest due on) the Settlement Date with
respect to such Called Principal, and (2) if the Settlement Date with respect to
which the Yield-Maintenance Amount is being determined is after June 18, 2007, the
percentage of the Called Principal of such Series C Note set forth below opposite
the Settlement Date:
| Settlement Date | Percentage | |||
After June 18, 2007 and on or before
June 18, 2008 |
3.50 | % | ||
After June 18, 2008 and on or before
June 18, 2009 |
3.00 | % | ||
After June 18, 2009 and on or before
June 18, 2010 |
2.50 | % | ||
After June 18, 2010 and on or before
June 18, 2011 |
2.00 | % | ||
After June 18, 2011 and on or before
June 18, 2012 |
1.50 | % | ||
After June 18, 2012 and on or before
June 18, 2013 |
1.00 | % | ||
After June 18, 2013 |
0.00 | %; | ||
(c) With respect to the Series D Notes (1) if the Settlement Date with respect
to which the Yield-Maintenance Amount is being determined is on or before November
28, 2008, an amount equal to the excess, if any, of the Discounted Value of the
Called Principal of such Series D Note over the sum of (i) such Called Principal
plus (ii) interest accrued thereon as of (including interest due on) the Settlement
Date with respect to such Called Principal, and (2) if the Settlement Date with
respect to which the Yield-Maintenance Amount is being
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determined is after November 28, 2008, the percentage of the Called Principal
of such Series D Note set forth below opposite the Settlement Date:
| Settlement Date | Percentage | |||
After November 28, 2008 and on or before
November 28, 2009 |
3.50 | % | ||
After November 28, 2009 and on or before
November 28, 2010 |
3.00 | % | ||
After November 28, 2010 and on or before
November 28, 2011 |
2.50 | % | ||
After November 28, 2011 and on or before
November 28, 2012 |
2.00 | % | ||
After November 28, 2012 and on or before
November 28, 2013 |
1.50 | % | ||
After November 28, 2013 and on or before
November 28, 2014 |
1.00 | % | ||
After November 28, 2014 |
0.00 | %; and | ||
(d) With respect to the Series E Notes (1) if the Settlement Date with respect
to which the Yield-Maintenance Amount is being determined is on or before March 13,
2009, an amount equal to the excess, if any, of the Discounted Value of the Called
Principal of such Series E Note over the sum of (i) such Called Principal plus (ii)
interest accrued thereon as of (including interest due on) the Settlement Date with
respect to such Called Principal, and (2) if the Settlement Date with respect to
which the Yield-Maintenance Amount is being determined is after March 13, 2009, the
percentage of the Called Principal of such Series E Note set forth below opposite
the Settlement Date:
| Settlement Date | Percentage | |||
After March 13, 2009 and on or before
March 13, 2010 |
3.50 | % | ||
After March 13, 2010 and on or before
March 13, 2011 |
3.00 | % | ||
After March 13, 2011 and on or before
March 13, 2012 |
2.50 | % | ||
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| Settlement Date | Percentage | |||
After March 13, 2012 and on or before
March 13, 2013 |
2.00 | % | ||
After March 13, 2013 and on or before
March 13, 2014 |
1.50 | % | ||
After March 13, 2014 and on or before
March 13, 2015 |
1.00 | % | ||
After March 13, 2015 |
0.00 | % | ||
The Yield-Maintenance Amount shall in no event be less than zero.”
9. Amendments to Paragraph 10B. Other Terms.
(a) The definition of “Closing Day” in paragraph 10B of the Agreement is amended by adding the
following thereto:
“With respect to the Series E Notes, the “Closing Day” shall mean the Series E
Closing Day.”
(b) The definition of “Purchasers” in paragraph 10B of the Agreement is amended to add the
following thereto immediately after “the Series C Notes,”:
“with respect to the Series E Notes, the Persons listed on the Purchaser Schedule
attached hereto as purchasers of the Series E Notes,”
(c) Paragraph 10B of the Agreement is amended by adding the following definitions thereto in
appropriate alphabetical order:
“Series D Notes” shall mean the Company’s 6.23% Senior Secured Notes, Series D,
due November 28, 2015, issued pursuant to this Agreement.
“Series E Closing” shall have the meaning specified in paragraph 1H.
“Series E Notes” shall have the meaning specified in paragraph 1E.
10. Amendments to Purchaser Schedule and Exhibits.
(a) The Purchaser Schedule to the Agreement is amended by adding thereto the Series E
Purchaser Schedule in the form attached hereto.
(b) The Exhibits to the Agreement are amended by adding thereto Exhibit A-5 in the form
attached hereto.
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11. 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 12 hereof
to which each is a party, and the Loan Documents, as amended hereby, have in each case been duly
authorized by all necessary limited liability company, limited partnership or other organizational
action and do not and will not (i) contravene the terms of the Company Partnership Agreement or the
partnership or limited liability company agreement or certificate of formation (or other
organizational documents) of the General Partner, the Company or any of their Subsidiaries, (ii)
conflict with or result in any breach or contravention of, or the creation of any Lien under, any
document evidencing any contractual obligation to which the General Partner, the Company or any of
their Subsidiaries is a party and which could subject any holder of Notes to any liability, (iii)
conflict with or result in any breach or contravention of any order, injunction, writ or decree of
any governmental authority binding on the General Partner, the Company, any of their Subsidiaries
or their respective properties, 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 12 hereto 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 12 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.
(f) The quarterly and annual financial statements most recently delivered to the Purchasers
pursuant to clauses (i) and (ii) of paragraph 5A 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 September 30, 2005 there has been no material and adverse
change in the business, condition (financial or otherwise), operations, performance,
7
properties or prospects of the Company or any of its Subsidiaries. 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 of its Subsidiaries 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 the Bank Agreement referred to in paragraph 3A(xx) of the Agreement except as
expressly set forth in such amendment.
12. Conditions to Effectiveness. This Amendment shall become effective as of the date (the
“Amendment No. 3 Effective Date”) first above written when and if 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. 3 Effective Date.
(ii) A certificate of a Responsible Officer, dated as of the Amendment No. 3 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. 3
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 12 have been met.
(iii) A certificate of the Secretary or an Assistant Secretary of the General Partner,
dated as of the Amendment No. 3 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 12 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. 3 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. 3 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
8
Guarantor described in this paragraph 12 and the related transactions, and (C) all
other 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.
(vi) A favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇, L.L.P., special counsel to the Company and the
Guarantors, and Taylor, Porter, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, Louisiana counsel to the Company and
the Guarantors, addressed to the Purchasers. The Company and each Guarantor hereby directs
such counsel to deliver such opinions, agrees that the issuance and sale of any Notes will
constitute a reconfirmation of such direction, and understands and agrees that each
Purchaser receiving such an opinion will be and is hereby authorized to rely on such
opinion.
(vii) 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 prior to
the purchase of the Series E Notes by the Purchasers.
13. Miscellaneous.
(a) Effect on Agreement. On and after the Amendment No. 3 Effective Date, each reference in
the Agreement to “this Agreement”, “hereunder”, “hereof”, or words of like import referring to the
Agreement and each reference in the Notes and all other documents executed in connection with the
Agreement to “the Agreement”, “thereunder”, “thereof”, or words of like import referring to the
Agreement shall mean the Agreement as amended by this Amendment. The Agreement, as amended by this
Amendment, is and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed. 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.
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(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, including, without limitation, the increase in the aggregate amount of Notes that
may be issued under the Agreement to $260,000,000. 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, including, without limitation, with respect to any Shelf Notes that may be issued as a
result of the foregoing increase, 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.
(g) Facility Fully Utilized. For the avoidance of doubt the Company acknowledges that it has
heretofore issued an aggregate of $85,000,000 of Shelf Notes under the Agreement and, consequently,
the Available Facility Amount is zero.
(g) 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.}
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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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
| 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||
| Vice President — Finance | ||||||
Agreed to as of the Amendment No. 3 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 | ||||
| PRUCO LIFE INSURANCE COMPANY OF | ||||
| NEW JERSEY | ||||
By:
|
/s/ Authorized Signatory | |||
| Vice President | ||||
Signature Page to Letter Amendment No. 3
| 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 | ||||
| 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., | |||
Signature Page to Letter Amendment No. 3
| 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 | ||||
| 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 | ||||
Signature Page to Letter Amendment No. 3
Agreed to and acknowledged by each of the undersigned for the purposes set forth in paragraph
13(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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||
| Vice President-Finance | ||||||
| CROSSTEX ENERGY SERVICES, L.P. | ||||||
| By: | Crosstex Operating GP, LLC, | |||||
| its general partner | ||||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||
| Vice President-Finance | ||||||
Signature Page to Letter Amendment No. 3
| 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||
| Vice President-Finance | ||||||
| CROSSTEX PIPELINE PARTNERS, LTD. | ||||||
| By: | Crosstex Pipeline, LLC, its general partner | |||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||
| 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||
| Vice President-Finance | ||||||
Signature Page to Letter Amendment No. 3