WAIVER AND LETTER AMENDMENT NO. 3 to AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 10th, 2008 • Crosstex Energy Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
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, as Amended and Restated as of July 25, 2006 and as amended by Letter Amendment No. 1 to Amended and Restated Note Purchase Agreement, dated as of March 30, 2007, and Letter Amendment No. 2 to Amended and Restated Note Purchase Agreement, dated as of September 19, 2007 (as so amended and restated and amended, the “Agreement”), among Crosstex Energy, L.P., a Delaware limited partnership (the “Company”), on one hand, and each of you (the “Holders”), on the other hand. Unless otherwise defined in this Waiver and Letter Amendment No. 3 to Amended and Restated Note Purchase Agreement (this “Amendment”), the terms defined in the Agreement shall be used herein as therein defined.
FIFTH AMENDMENT AND CONSENTCredit Agreement • November 10th, 2008 • Crosstex Energy Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
THIS FIFTH AMENDMENT AND CONSENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of November 7, 2008 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 (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
