BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • January 19th, 2010 • GSO Crosstex Holdings LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This BOARD REPRESENTATION AGREEMENT (this “Agreement”), dated as of January 19, 2010, is entered into by and among Crosstex Energy GP, LLC, a Delaware limited liability company (the “GP LLC”), Crosstex Energy GP, L.P., a Delaware limited partnership (the “GP LP”), Crosstex Energy, L.P., a Delaware limited partnership (the “Partnership”), Crosstex Energy, Inc., a Delaware corporation (“CEI” and, together with GP LLC, GP LP and the Partnership, the “Crosstex Entities”), and GSO Crosstex Holdings LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined herein are used as defined in the Series A Convertible Preferred Unit Purchase Agreement dated as of January 6, 2010 by and among the Partnership and the Purchaser (the “Purchase Agreement”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 19th, 2010 • GSO Crosstex Holdings LLC • Wholesale-petroleum & petroleum products (no bulk stations)
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of GSO Crosstex Holdings LLC, Blackstone / GSO Capital Solutions Fund LP, Blackstone / GSO Capital Solutions Associates LLC, Mr. Bennett J. Goodman, Mr. J. Albert Smith III, Mr. Douglas I. Ostrover, GSO Holdings I LLC , Blackstone Holdings I L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Mr. Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to shares of Common Units of Crosstex Energy, L.P., a Delaware limited partnership, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhi
GSO Crosstex Holdings LLCFee Letter Agreement • January 19th, 2010 • GSO Crosstex Holdings LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This fee letter agreement (the “Fee Letter Agreement”), dated January 6, 2010, is between Crosstex Energy, L.P. (“Crosstex”) and GSO Crosstex Holdings LLC (the “Purchaser”). Reference is made to the Series A Convertible Preferred Unit Purchase Agreement, dated January 6, 2010, between Crosstex and the Purchaser (the “Purchase Agreement”). Capitalized terms used in this Fee Letter Agreement but not defined herein are used with the meanings assigned to them in the Purchase Agreement.
