AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CROSSTEX ENERGY GP, LLC A Delaware Limited Liability Company Dated as of November [ ], 2002Limited Liability Company Agreement • November 4th, 2002 • Crosstex Energy Lp • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Crosstex Energy GP, LLC, a Delaware limited liability company (the "Company"), dated as of the [ ] day of November, 2002, is adopted, executed and agreed to, for good and valuable consideration, by Crosstex Energy Holdings Inc., a Delaware corporation and the sole member of the Company (the "Member" or "Holdings").
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November , 2002 among CROSSTEX ENERGY SERVICES, LTD., as Borrower, THE FINANCIAL INSTITUTIONS PARTY TO THIS CREDIT AGREEMENT as Banks, UNION BANK OF CALIFORNIA, N. A. as Administrative Agent,...Credit Agreement • November 4th, 2002 • Crosstex Energy Lp • Crude petroleum & natural gas • Texas
This Second Amended and Restated Credit Agreement dated as of November , 2002 is among Crosstex Energy Services, Ltd., a Delaware limited partnership (the ''Borrower"), the Banks (as defined below), Union Bank of California, N.A. (''UBOC"), as Administrative Agent for the Banks, and Fleet National Bank ("Fleet"), as Syndication Agent.
CROSSTEX ENERGY, L.P. 2,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTCrosstex Energy Lp • November 4th, 2002 • Crude petroleum & natural gas • Missouri
The undersigned, Crosstex Energy, L.P., a Delaware limited partnership (the "Partnership"), Crosstex Energy Services, Ltd., a Texas limited partnership (the "Operating Partnership"), Crosstex Energy GP, L.P., a Delaware limited partnership (the "General Partner"), Crosstex Energy GP, LLC, a Delaware limited liability company ("GP LLC") Crosstex Energy Holdings Inc., a Delaware corporation ("Holdings") and Crosstex Energy Services GP, LLC, a Delaware limited liability company ("Services") hereby address you as the "Underwriters" and hereby confirm their agreement with the several Underwriters as set forth below. The Partnership, the Operating Partnership, the General Partner, GP LLC, Holdings and Services are collectively referred to herein as the "Crosstex Parties."
FIRST CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTConveyance and Assumption Agreement • November 4th, 2002 • Crosstex Energy Lp • Crude petroleum & natural gas • Delaware
This First Contribution, Conveyance and Assumption Agreement (this "Agreement") dated effective as of 12:01 a.m. Eastern Standard Time on November [ ], 2002 (the "Effective Time"), is entered into by and among CROSSTEX ENERGY HOLDINGS INC., a Delaware corporation ("Holdings"), CROSSTEX ENERGY SERVICES, LTD., a Texas limited partnership ("CESL"), CROSSTEX ENERGY, INC., a Texas corporation ("CEI"), CROSSTEX ENERGY, L.P., a Delaware limited partnership ("MLP"), CROSSTEX ENERGY GP, LLC, a Delaware limited liability company ("GP LLC"), CROSSTEX ENERGY GP, L.P., a Delaware limited partnership ("GP LP"), CROSSTEX ENERGY SERVICES GP, LLC, a Delaware limited liability company ("OLP GP"), CROSSTEX ENERGY SERVICES, L.P., a Delaware limited partnership ("OLP"), CROSSTEX GAS SERVICES, INC., a Delaware corporation ("CGSI"); CROSSTEX GULF COAST, LLC, a Texas limited liability company ("Gulf Coast"); CROSSTEX ASSET MANAGEMENT GP, LLC, a Delaware limited liability company ("CAM GP") and CROSSTEX ASSET
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2002 • Crosstex Energy Lp • Crude petroleum & natural gas • Delaware
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into this day of , 2002, by and between Crosstex Energy GP, L.P., a Delaware limited partnership (the "Company"), and , an individual ("Employee"), to be effective upon the closing of the initial public offering of equity securities of Crosstex Energy, L.P., a Delaware limited partnership (the "Partnership") for which the Company serves as the sole general partner (the "Effective Date").
CLOSING CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTConveyance and Assumption Agreement • November 4th, 2002 • Crosstex Energy Lp • Crude petroleum & natural gas • Delaware
This Closing Contribution, Conveyance and Assumption Agreement (this "Agreement") dated effective as of 12:01 a.m. Eastern Standard Time on November [ ], 2002 (the "Effective Time"), is entered into by and among CROSSTEX ENERGY HOLDINGS INC., a Delaware corporation ("Holdings"), CROSSTEX ENERGY, INC., a Texas corporation ("CEI"), CROSSTEX ENERGY, L.P., a Delaware limited partnership ("MLP"), CROSSTEX ENERGY GP, LLC, a Delaware limited liability company ("GP LLC"), CROSSTEX ENERGY GP, L.P., a Delaware limited partnership ("GP LP"), CROSSTEX ENERGY SERVICES, L.P., a Delaware limited partnership ("OLP") and CROSSTEX PIPELINE, INC., a Texas corporation ("CPI").
