Exhibit 3.1
EXECUTION VERSION
AMENDMENT NO. 3 TO
SIXTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
CROSSTEX ENERGY, L.P.
This AMENDMENT NO. 3 TO SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
CROSSTEX ENERGY, L.P. (this “Amendment”), dated as of January 19, 2010, is entered into by
Crosstex Energy GP, LLC, a Delaware limited liability company, the general partner of Crosstex
Energy GP, L.P., a Delaware limited partnership (the “General Partner”), as general partner
of Crosstex Energy, L.P., a Delaware limited partnership (the “Partnership”). Capitalized
terms used but not defined herein are used as defined in the Sixth Amended and Restated Agreement
of Limited Partnership Agreement of Crosstex Energy, L.P., dated as of March 23, 2007, as amended
by Amendment No. 1 to Sixth Amended and Restated Agreement of Limited Partnership of Crosstex
Energy, L.P., dated as of December 20, 2007, and as amended by Amendment No. 2 to Sixth Amended and
Restated Agreement of Limited Partnership of Crosstex Energy, L.P., effective as of January 1, 2007
(as so amended, the “Partnership Agreement”).
RECITALS:
A. Section 5.6 of the Partnership Agreement provides that the General Partner, without the
approval of any Limited Partners, may issue additional Partnership Securities, or classes or series
thereof, for any Partnership purpose at any time and from time to time, and may issue such
Partnership Securities for such consideration and on such terms and conditions as shall be
established by the General Partner in its sole discretion.
B. Section 13.1(g) of the Partnership Agreement provides that the General Partner, without the
approval of any Partner or Assignee, may amend any provision of the Partnership Agreement necessary
or advisable in connection with the authorization or issuance of any class or series of Partnership
Securities pursuant to Section 5.6 of the Partnership Agreement.
C. The General Partner deems it in the best interest of the Partnership to effect this
Amendment in order to provide for the issuance of Series A Convertible Preferred Units to certain
persons pursuant to that certain Series A Convertible Preferred Unit Purchase Agreement, dated as
of January 6, 2010 by and among the Partnership and the purchaser set forth on Schedule A thereto.
NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:
Section 1. Amendment.
(a) Section 1.1 is hereby amended to add or amend and restate the following definitions in the
appropriate alphabetical order:
(i) “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule
13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any
particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such
“person” will be deemed to have beneficial ownership of all securities that such “person”
has the right to acquire by conversion or exercise of other securities, whether such right
is currently exercisable or is exercisable only after the passage of time. The terms
“Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.
(ii) “Conversion Units” is defined in Section 5.15(b)(vi)(A).
(iii) “Convertible Securities” is defined in Section 5.15(b)(viii)(F).
(iv) “DWAC” is defined in Section 5.15(b)(viii)(E).
(v) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(vi) “Follow-On Price” is defined in Section 5.15(b)(viii)(G).
(vii) “Follow-On Units” is defined in Section 5.15(b)(viii)(G).
(viii) “Issue Price” means the price at which a Unit is purchased from the Partnership,
after taking into account any sales commission or underwriting discount charged to the
Partnership and after taking into account any other form of discount with respect to the
price at which a Unit is purchased from the Partnership; provided, however, that in the case
of the Series A Preferred Units, the Issue Price shall be $8.50 per Unit.
(ix) “Junior Securities” means any class or series of Partnership Securities that, with
respect to distributions on such Partnership Securities and distributions upon liquidation
of the Partnership, ranks junior to the Series A Preferred Units, including but not limited
to Common Units and Incentive Distribution Rights and any other class or series of
Partnership Securities issued by the Partnership or any Subsidiary of the Partnership on or
after the date of the Purchase Agreement, but excluding any Parity Securities and Senior
Securities.
(x) “Outstanding” means, with respect to Partnership Securities, all Partnership
Securities that are issued by the Partnership and reflected as outstanding on the
Partnership’s books and records as of the date of determination; provided, however, that if
at any time any Person or Group (other than the General Partner or its Affiliates)
beneficially owns 20% or more of any Outstanding Partnership Securities of any class then
Outstanding, all Partnership Securities owned by such Person or Group shall not be voted on
any matter and shall not be considered to be Outstanding when sending notices of a meeting
of Limited Partners to vote on any matter (unless otherwise required by law), calculating
required votes, determining the presence of a quorum or for other
similar purposes under this Agreement, except that Common Units so owned shall be
considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Common Units shall
not, however, be treated as a separate class of Partnership Securities for purposes of
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this Agreement); provided, further, that the foregoing limitation shall not apply (i) to any
Person or Group who acquired 20% or more of any Outstanding Partnership Securities of any
class then Outstanding directly from the General Partner or its Affiliates, (ii) to any
Person or Group who acquired 20% or more of any Outstanding Partnership Securities of any
class then Outstanding directly or indirectly from a Person or Group described in clause
(i) provided that the General Partner shall have notified such Person or Group in writing
that such limitation shall not apply, or (iii) to any Person or Group who acquired 20% or
more of any Partnership Securities issued by the Partnership with the prior approval of the
board of directors of the General Partner. For the avoidance of doubt, the board of
directors of the General Partner has approved the issuance of the Series A Preferred Units
(including the Common Units issued upon conversion thereof) to the Purchaser pursuant to the
Purchase Agreement in accordance with clause (iii) of the immediately preceding sentence,
and any Series A PIK Preferred Units (including any Common Units issued upon conversion
thereof) issued to the Purchaser shall be deemed to be approved by the board of directors of
the General Partner in accordance with clause (iii) of the immediately preceding sentence
and the foregoing limitations of the immediately preceding sentence do not apply to the
Purchaser with respect to its ownership of the Series A Preferred Units (including the
Common Units issued upon conversion thereof).
(xi) “Net Termination Gain” means, for any taxable year, the sum, if positive, of all
items of income, gain, loss or deduction recognized by the Partnership (a) after the
Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially
all of the assets of the Partnership Group, taken as a whole, in a single transaction or a
series of related transactions (excluding any disposition to a member of the Partnership
Group). The items included in the determination of Net Termination Gain shall be determined
in accordance with Section 5.5(b) and shall not include any items of income, gain or loss
specially allocated under Section 6.1(d) or under the second and third sentences of Section
5.15(b)(iv).
(xii) “Net Termination Loss” means, for any taxable year, the sum, if negative, of all
items of income, gain, loss or deduction recognized by the Partnership (a) after the
Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially
all of the assets of the Partnership Group, taken as a whole, in a single transaction or a
series of related transactions (excluding any disposition to a member of the Partnership
Group). The items included in the determination of Net Termination Loss shall be determined
in accordance with Section 5.5(b) and shall not include any items of income, gain or loss
specially allocated under Section 6.1(d) or under the second and third sentences of Section
5.15(b)(iv).
(xiii) “Parity Securities” means any class or series of Partnership Securities that,
with respect to distributions on such Partnership Securities or distributions upon
liquidation of the Partnership, ranks pari passu with the Series A Preferred Units.
(xiv) “Parity Securities Notice” is defined in Section 5.15(b)(vi)(A).
(xv) “Partnership Event” is defined in Section 5.15(b)(viii)(H)(a).
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(xvi) “Partnership Security” means any class or series of equity interest in the
Partnership (but excluding any options, rights, warrants and appreciation rights relating to
an equity interest in the Partnership), including, without limitation, Common Units,
Incentive Distribution Rights and Series A Preferred Units.
(xvii) “Percentage Interest” means as of any date of determination (a) as to the
General Partner (in its capacity as General Partner without reference to any Limited Partner
Interests held by it), 2%, (b) as to any Unitholder or Assignee holding Units, the product
obtained by multiplying (i) 98% less the percentage applicable to paragraph (c) by (ii) the
quotient obtained by dividing (A) the number of Units held by such Unitholder or Assignee
(or, in the case of Series A Preferred Units that are entitled to convert into a number of
Common Units as provided in Section 5.15(b)(viii), the number of Common Units into which
such Series A Preferred Units held by such Unitholder or Assignee would then convert under
such Section 5.15(b)(viii)) by (B) the total number of all Outstanding Units, and (c) as to
the holders of additional Partnership Securities issued by the Partnership in accordance
with Section 5.6, the number of Units to which such Partnership Securities are equivalent
for the purpose of determining Percentage Interest (and only for such purpose) as determined
by the General Partner as a part of such issuance. The Percentage Interest with respect to
an Incentive Distribution Right shall at all times be zero.
(xviii) “Purchase Agreement” means that certain Series A Convertible Preferred Unit
Purchase Agreement, dated as of January 6, 2010 by and among the Partnership and the
Purchaser.
(xix) “Purchaser” means the purchaser set forth on Schedule A to the Purchase
Agreement.
(xx) “Senior Securities” means any class or series of Partnership Securities that, with
respect to distributions on such Partnership Securities or distributions upon liquidation of
the Partnership, ranks senior to the Series A Preferred Units.
(xxi) “Series A Conversion Date” is defined in Section 5.15(b)(viii)(E).
(xxii) “Series A Conversion Notice” is defined in Section 5.15(b)(viii)(B).
(xxiii) “Series A Conversion Notice Date” is defined in Section 5.15(b)(viii)(B).
(xxiv) “Series A Conversion Price” means an amount equal to $8.50 per Series A
Preferred Unit, subject to adjustment as set forth in Section 5.15(b)(viii)(F), Section
5.15(b)(viii)(G) and Section 5.15(b)(viii)(H).
(xxv) “Series A Convertible Preferred Units” is defined in Section 5.15(a).
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(xxvi) “Series A Distribution Payment Date” is defined in Section 5.15(b)(ii)(A).
(xxvii) “Series A Distribution Rate” means, with respect to any Series A Quarterly
Distribution for any Quarter, an amount per Series A Preferred Unit equal to the greater of
(a) the amount of aggregate distributions in cash for such Quarter that would be payable
with respect to a Series A Preferred Unit if such Series A Preferred Unit had converted at
the beginning of such Quarter into the number of Common Unit(s) into which such Series A
Preferred Unit is convertible pursuant to Section 5.15(b)(viii) as of the date of such
determination and (b) a fixed rate of 0.025 multiplied by the Series A Conversion Price per
Series A Preferred Unit; provided, however, that with respect to any distribution paid in
whole or in part in Series A PIK Preferred Units relating to any Quarter after the Quarter
ended December 31, 2012, the rate in clause (b) above will increase to 0.030, multiplied by
the Series A Conversion Price for such distribution (but not for any future Series A
Quarterly Distributions paid in full in cash).
(xxviii) “Series A Forced Conversion Notice” is defined in Section 5.15(b)(viii)(D).
(xxix) “Series A Forced Conversion Notice Date” is defined in Section 5.15(b)(viii)(D).
(xxx) “Series A Issuance Date” means January 19, 2010.
(xxxi) “Series A Liquidation Value” means, with respect to each Series A Preferred Unit
Outstanding as of the date of such determination, an amount equal to the sum of (i) the
Series A Conversion Price, plus (ii) all accrued and accumulated but unpaid distributions on
such Series A Preferred Unit.
(xxxii) “Series A PIK Preferred Payment Date” is defined in Section 5.15(b)(ii)(F).
(xxxiii) “Series A PIK Preferred Units” is defined in Section 5.15(a).
(xxxiv) “Series A Preferred Units” means the series of Units designated as Series A
Convertible Preferred Units pursuant to Section 5.15.
(xxxv) “Series A Quarterly Distribution” is defined in Section 5.15(b)(ii)(A).
(xxxvi) “Series A Voting Units” means Series A Preferred Units excluding all Series A
Preferred Units Beneficially Owned, directly or indirectly, by any Affiliate of the
Partnership.
(xxxvii) “Survivor Preferred Security” is defined in Section 5.15(b)(viii)(H)(a).
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(xxxviii) “Unit” means a Partnership Security that is designated as a “Unit” and shall
include Common Units and Series A Preferred Units, but shall not include (i) a General
Partner Interest or (ii) Incentive Distribution Rights.
(b) The sentence immediately prior to Section 2.6(b) of the Partnership Agreement is hereby
amended and restated in its entirety as follows:
Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner
to (x) amend this Agreement except in accordance with Article XIII or as may be otherwise expressly
provided for in this Agreement or (y) take any action which adversely affects the ability of the
holders of Series A Preferred Units (including Series A PIK Preferred Units) to exercise their
rights pursuant to Section 5.15.
(c) Section 4.8(c) of the Partnership Agreement is hereby amended by adding the following
sentence as the last sentence of such Section 4.8(c):
The transfer of a Series A Preferred Unit that has converted into a Common Unit shall
be subject to the restrictions imposed by Section 6.12.
(d) The following shall be added as the first sentence of Section 5.5(a) of the Partnership
Agreement:
The Partnership shall maintain for each Partner (or a Beneficial Owner of Partnership
Interests held by a nominee in any case in which the nominee has furnished the identity of
such owner to the Partnership in accordance with Section 6031(c) of the Code or any other
method acceptable to the General Partner) owning a Partnership Interest a separate Capital
Account with respect to such Partnership Interest in accordance with the rules of Treasury
Regulation Section 1.704-1(b)(2)(iv) and Proposed Treasury Regulation Section
1.704-1(b)(2)(iv)(s).
(e) Section 5.5(a) of the Partnership Agreement is hereby amended by adding the following at
the end of such Section 5.5(a):
The initial Capital Account balance in respect of each Series A Preferred Unit issued
on the Series A Issuance Date shall be the Issue Price for such Series A Preferred Unit, and
the initial Capital Account balance of each holder of Series A Preferred Units in respect of
all Series A Preferred Units issued on the Series A Issuance Date shall be the product of
such initial balance for a Series A Preferred Unit multiplied by the number of Series A
Preferred Units held thereby. The Capital Account balance of each holder of Series A
Preferred Units in respect of its Series A Preferred Units shall not be increased or
decreased as a result of the accrual and accumulation of an unpaid distribution pursuant to
Section 5.15(b)(ii)(A) or Section 5.15(b)(ii)(B) in respect of such Series A Preferred Units
except as otherwise provided in this Agreement.
(f) Section 5.5(d)(i) of the Partnership Agreement is hereby amended and restated to read in
its entirety as follows:
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In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) and Proposed
Treasury Regulation Section 1.704-1(b)(2)(iv)(s), on an issuance of additional Partnership
Interests for cash or Contributed Property, the issuance of Partnership Interests as
consideration for the provision of services, the conversion of the General Partner’s
Combined Interest to Common Units pursuant to Section 11.3(b), or the conversion of a Series
A Preferred Unit (but, for the avoidance of doubt not as a result of an increase in the
number of Series A Preferred Units Outstanding pursuant to Section 5.15(b)(ii)), the Capital
Account of all Partners and the Carrying Value of each Partnership property immediately
prior to such issuance, or immediately after such conversion, shall be adjusted upward or
downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership
property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual
sale of each such property for an amount equal to its fair market value immediately prior to
such issuance or on the date of such conversion. Any such Unrealized Gain or Unrealized
Loss (or items thereof) shall (A) in the case of an adjustment other than as a result of the
conversion of Series A Preferred Units, be allocated among the Unitholders (other than the
Unitholders holding Series A Preferred Units in respect of such Series A Preferred Units)
pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually
recognized following an event giving rise to the dissolution of the Partnership would have
been allocated, and (B) in the case of an adjustment resulting from the conversion of Series
A Preferred Units, first be allocated to the Partners holding converted Series A Preferred
Units until the Capital Account of each converted Series A Preferred Unit is equal to the
Per Unit Capital Amount for a then Outstanding Common Unit (other than a converted Series A
Preferred Unit), and any remaining Unrealized Gain or Unrealized Loss shall be allocated
among the Partners pursuant to Section 6.1(c) in the same manner as any item of gain or loss
actually recognized following an event giving rise to the dissolution of the Partnership
would have been allocated. If the Unrealized Gain or Unrealized Loss allocated as a result
of the conversion of a Series A Preferred Unit is not sufficient to cause the Capital
Account of each converted Series A Preferred Unit to equal the Per Unit Capital Amount for a
then Outstanding Common Unit (other than a converted Series A Preferred Unit), then Capital
Account balances shall be reallocated between the Partners holding converted Series A
Preferred Units and the Partners holding Common Units (other than converted Series A
Preferred Units) so as to cause the Capital Account of each converted Series A Preferred
Unit to equal the Per Unit Capital Amount for a then Outstanding Common Unit (other than a
converted Series A Preferred Unit), in accordance with Proposed Treasury Regulation Section
1.704-1(b)(2)(iv)(s)(3). In determining such Unrealized Gain or Unrealized Loss, the
aggregate cash amount and fair market value of all Partnership assets (including cash or
cash equivalents) immediately prior to the issuance of additional Partnership Interests, or
immediately after the conversion, shall be determined by the General Partner using such
method of valuation as it may adopt; provided, however, that the General Partner, in
arriving at such valuation, must take fully into account the fair market value of the
Partnership Interests of all Partners at such time, and must reduce the fair market value of
all Partnership assets by the excess, if any, of the fair market value of any Outstanding
Series A
Preferred Units that have not yet been converted over the aggregate Issue Price of such
Series A Preferred Units to the extent of any Unrealized Gain that has not been reflected
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in the Partners’ Capital Accounts previously, pursuant to Proposed Treasury Regulation Section
1.704-1(b)(2)(iv)(h)(2). The General Partner shall allocate such aggregate value among the
assets of the Partnership (in such manner as it determines) to arrive at a fair market value
for individual properties.
(g) Section 5.5(d)(ii) is hereby amended and restated to read in its entirety as follows:
In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any
distribution to a Partner (other than a distribution of cash that is not in redemption or
retirement of a Partnership Interest), the General Partner may cause any Unrealized Gain or
Unrealized Loss attributable to each Partnership property to be recognized, and allocated in the
same manner as that provided in Section 5.5(d)(i), as if there had been a sale of such property
immediately prior to such distribution in which event the Carrying Value of each Partnership
property shall be adjusted as of the beginning of the next taxable period to an amount equal to the
fair market value thereof; provided that the General Partner shall cause Unrealized Gain or
Unrealized Loss to be recognized and Carrying Values to be adjusted if doing so would permit
Corrective Allocations to be made pursuant to Section 6.1(d)(xi). In determining such Unrealized
Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets
immediately prior to a distribution shall (A) in the case of a distribution that is not made
pursuant to Section 12.4 be determined and allocated in the same manner as that provided in Section
5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 12.4, be determined
and allocated by the Liquidator using such reasonable method of valuation as it may adopt.
(h) Section 5.5(f) shall be added to the Partnership Agreement and shall read in its entirety
as follows:
Upon an increase in the number of Series A Preferred Units (or fraction thereof) Outstanding
pursuant to Section 5.15(b)(ii), the Capital Accounts of all Series A Preferred Units that are
Outstanding prior to such increase shall be divided equally among all Series A Preferred Units that
are Outstanding after such increase (and any fractional Series A Preferred Units shall be allocated
a fractional part of such Capital Account).
(i) Section 5.6(a) of the Partnership Agreement is hereby amended and restated to read in its
entirety as follows:
The Partnership may issue additional Partnership Securities and options, rights,
warrants and appreciation rights relating to the Partnership Securities for any Partnership
purpose at any time and from time to time to such Persons for such consideration and on such
terms and conditions as the General Partner shall determine, all without the approval of any
Limited Partners, subject to Section 5.15(b)(v).
(j) Article V is hereby amended to add a new Section 5.15 creating a new series of Units to
read in its entirety as follows:
Section 5.15 Establishment of Series A Preferred Units.
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(a) General. The General Partner hereby designates and creates a series of Units to be
designated as “Series A Convertible Preferred Units” and consisting of a total of
14,705,882 Series A Preferred Units, plus any additional Series A Preferred Units issued in
kind as a Preferred Distribution pursuant to Section 5.15(b)(ii) (“Series A PIK
Preferred Units”), having the same rights and preferences, and subject to the same
duties and obligations as the Common Units, except as set forth in this Section 5.15 and
Section 6.12. Other than with respect to Series A PIK Preferred Units, the class of Series
A Convertible Preferred Units shall be closed immediately following the Series A Issuance
Date and thereafter no additional Series A Preferred Units shall be designated, created or
issued without the prior written approval of the holders of a majority of the Outstanding
Series A Voting Units.
(b) Rights of Series A Preferred Units. The Series A Preferred Units shall have the
following rights and preferences and shall be subject to the following duties and
obligations:
(i) Allocations.
(A) Notwithstanding anything to the contrary in Section 6.1(a), following any
allocation made pursuant to Section 6.1(a)(i) and prior to any allocation made
pursuant to Section 6.1(a)(ii), any remaining Net Income shall be allocated to all
Unitholders holding Series A Preferred Units, Pro Rata, until the aggregate Net
Income allocated pursuant to this sentence for the current taxable period of the
Partnership and all previous taxable periods of the Partnership is equal to the
aggregate Net Loss allocated to the Unitholders holding Series A Preferred Units
pursuant to Section 5.15(b)(i)(C) for the current and all prior taxable periods of
the Partnership.
(B) In no event shall a Unitholder holding Series A Preferred Units be
allocated any Net Income pursuant to Section 6.1(a)(ii) in respect of their Series A
Preferred Units.
(C) Notwithstanding anything to the contrary in Section 6.1(b), (x) Unitholders
holding Series A Preferred Units shall not receive any allocation pursuant to
Section 6.1(b)(i) with respect to their Series A Preferred Units, and (y) following
any allocation made pursuant to Section 6.1(b)(i) and prior to any allocation made
pursuant to Section 6.1(b)(ii), any remaining Net Loss shall be allocated to all
Unitholders holding Series A Preferred Units in respect of their Series A Preferred
Units, Pro Rata; provided, that Net Loss shall not be allocated pursuant to this
Section 5.15(b)(i)(C)(y) to the extent that such allocation would cause any
Unitholder to have a deficit balance in its Adjusted Capital Account at the end of
such taxable year (or increase any existing deficit balance in its Adjusted Capital
Account).
(D) Notwithstanding anything to the contrary in Section 6.1(c)(i), (x)
Unitholders holding Series A Preferred Units shall be allocated Net Termination Gain
in accordance with Section 6.1(c)(i)(A) but shall not receive
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any allocation pursuant to Section 6.1(c)(i)(B) and shall receive only those
allocations pursuant to Sections 6.1(c)(i)(C) — (G) with respect to their Series A
Preferred Units as provided in Section 5.15(b)(iv), and (y) following any allocation
made pursuant to Section 6.1(c)(i)(A) and prior to any allocation made pursuant to
Section 6.1(c)(i)(B), any remaining Net Termination Gain shall be allocated to all
Unitholders holding Series A Preferred Units, Pro Rata, until the Capital Account in
respect of each Series A Preferred Unit then Outstanding is equal to the Series A
Liquidation Value or, if greater, an amount equal to the Per Unit Capital Amount for
a then outstanding Common Unit.
(E) Notwithstanding anything to the contrary in Section 6.1(c)(ii), (x) prior
to any allocation made pursuant to Section 6.1(c)(ii)(C), Net Termination Loss shall
be allocated to all Unitholders holding Series A Preferred Units, Pro Rata, until
the Capital Account per Series A Preferred Unit then Outstanding is reduced to an
amount equal to the Per Unit Capital Amount for a then outstanding Common Unit, but
such amount not to be less than the Series A Liquidation Value and (y) following any
allocation made pursuant to Section 6.1(c)(ii)(C) and prior to any allocation made
pursuant to Section 6.1(c)(ii)(D), any remaining Net Termination Loss shall be
allocated to all Unitholders holding Series A Preferred Units, Pro Rata, until the
Capital Account in respect of each Series A Preferred Unit then Outstanding has been
reduced to zero.
(F) To the extent cash is distributed to a Unitholder holding Series A
Preferred Units in respect of the Series A Preferred Units, then prior to any
allocation pursuant to Sections 6.1(a), 6.1(b), 6.1(c) or 6.1(d)(iii)(A), there
shall be allocated items of gross income or gain to each Unitholder holding Series A
Preferred Units, Pro Rata, until the amount so allocated for the current taxable
period and all previous taxable periods pursuant to this Section 5.15(b)(i)(F) is
equal to the aggregate amount of cash distributed to the Unitholder holding Series A
Preferred Units in respect of such Series A Preferred Units for the current taxable
period and all prior taxable periods.
(G) Notwithstanding anything in the Partnership Agreement to the contrary, in
no event shall any income, gain, loss or deduction attributable to the sale by the
Partnership of its gathering and treating assets in East Texas which are as of the
date of this Amendment expected to be sold to Waskom Gas Processing Company be
allocated to a holder of Series A Preferred Units in respect of its Series A
Preferred Units.
(H) To the extent cash is distributed to the General Partner pursuant to
Section 5.l5(b)(ii)(G), then prior to any allocation pursuant to Sections 6.l(a),
6.1(b), 6.l(c) or 6.l(d)(iii)(A), there shall be allocated items of gross income or
gain to the General Partner, until the amount so allocated for the current taxable
period and all previous taxable periods pursuant to this Section 5.15(b)(i)(H) is
equal to the aggregate amount of cash distributed to the General Partner pursuant to
Section 5.l5(b)(ii)(G) for the current taxable period and all prior taxable periods.
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(ii) Distributions.
(A) Commencing with the Quarter ending on March 31, 2010, the holders of the
Series A Preferred Units as of an applicable Record Date shall be entitled to
receive cumulative distributions (each, a “Series A Quarterly
Distribution”), prior to any other distributions made in respect of any other
Partnership Securities pursuant to Sections 6.3, 6.4 or 6.5, in an amount equal to
the Series A Distribution Rate on all Outstanding Series A Preferred Units.
Distributions shall be paid Quarterly, in arrears, within forty-five (45) days after
the end of each Quarter (each such payment date, a “Series A Distribution
Payment Date”). Such distributions may be paid in cash, in Series A PIK
Preferred Units or in a combination thereof, as determined by the Partnership in its
sole discretion. The Partnership shall not pay any distribution pursuant to
Sections 6.3, 6.4 or 6.5, with respect to any General Partner Interest, Limited
Partner Interest or other Partnership Security in any Quarter in which the Series A
Quarterly Distribution is not paid in full in cash. The number of Series A PIK
Preferred Units to be issued in connection with any Series A Quarterly Distribution
paid in Series A PIK Preferred Units shall be determined by dividing the cash amount
of such Series A Quarterly Distribution to be paid in kind by the Series A
Conversion Price; provided, that fractional Series A PIK Preferred Units shall not
be issued to any person (each fractional Series A PIK Preferred Unit shall be
rounded to the nearest whole Series A PIK Preferred Unit (and a 0.5 Series A PIK
Preferred Unit shall be rounded to the next higher Series A PIK Preferred Unit)).
Unless the context otherwise requires, references in this Section 5.15 to Series A
Preferred Units shall include all Series A PIK Preferred Units Outstanding as of the
date of such determination. Each Record Date established pursuant to this Section
5.15(b)(ii) for a Series A Quarterly Distribution in respect of any Quarter shall be
the same Record Date established for any distribution to be made by the Partnership
in respect of other Partnership Securities pursuant to Section 6.3, 6.4 or 6.5 for
such Quarter.
(B) If, in violation of this Agreement, the Partnership fails to pay in full
any Series A Quarterly Distribution when due, then, without limiting any rights of
the holders of the Series A Preferred Units to compel the Partnership to make such
distribution, the amount of such unpaid distributions will accrue and accumulate
from the last day of the Quarter in respect of which such payment is due until paid
in full.
(C) If a Series A Quarterly Distribution is not paid in full in cash, such
Series A Quarterly Distribution (or the applicable portion thereof not paid in cash)
shall be paid in kind in Series A PIK Preferred Units as set forth in Section
5.15(b)(ii)(A). If, in violation of this Agreement, the Partnership fails to pay in
full any Series A Quarterly Distribution in kind when due, then the holders entitled
to the unpaid Series A PIK Preferred Units shall be entitled to Series A Quarterly
Distributions in subsequent Quarters and to all other rights under this Agreement as
if such unpaid Series A PIK Preferred Units had in fact been distributed on the date
due. Nothing in this clause (C) shall alter the obligation of
11
the Partnership to pay any unpaid Series A PIK Preferred Units or the right of
the holders of Series A Preferred Units to enforce this Agreement to compel the
Partnership to distribute any unpaid Series A PIK Preferred Units.
(D) Notwithstanding anything in this Section 5.15(b)(ii) to the contrary, with
respect to Series A Preferred Units that are converted into Common Units, the holder
thereof shall not be entitled to a Series A Preferred Unit distribution and a Common
Unit distribution with respect to the same period, but shall be entitled only to the
distribution to be paid based upon the class of Units held as of the close of
business on the applicable Record Date. For the avoidance of doubt, if a Series A
Conversion Notice Date or a Series A Forced Conversion Notice Date, as applicable,
occurs prior to the close of business on a Record Date for payment of a distribution
on the Common Units, the applicable holder of Series A Preferred Units shall receive
only the Common Unit distribution with respect to such period.
(E) If all or any portion of a Series A Quarterly Distribution is to be paid in
cash, then the aggregate amount of such cash to be so distributed in respect of the
Series A Preferred Units Outstanding as of the Record Date for such Series A
Quarterly Distribution shall be deducted from the calculation of the amount of
Available Cash for purposes of any distribution payable pursuant to Sections 6.3,
6.4 or 6.5.
(F) When any Series A PIK Preferred Units are payable to a holder of Series A
Preferred Units pursuant to this Section 5.15, the Partnership shall issue the
Series A PIK Preferred Units to such holder as soon as reasonably practicable, and
in any event no later than the Series A Distribution Payment Date (the date of
issuance of such Series A PIK Preferred Units, the “Series A PIK Preferred Payment
Date”). On the Series A PIK Preferred Payment Date, the Partnership shall issue to
such holder a certificate or certificates for the number of Series A PIK Preferred
Units to which such holder shall be entitled (with the number of and denomination of
such certificates designated by such holder). The issuance of the Series A PIK
Preferred Units pursuant to this Section 5.15(ii) shall be deemed to have been made
on the last day of the Quarter in respect of which such payment of Series A PIK
Preferred Units was due.
(G) If the distribution paid on the Series A Preferred Units for a particular
Quarter is made in accordance with clause (a) of the definition of Series A
Distribution Rate (an “As Converted Distribution”), then the General Partner shall
be entitled to receive cumulative distributions, prior to any other distributions
made in respect of any other Partnership Securities pursuant to Sections 6.3, 6.4 or
6.5, in an amount equal to 2/98ths of the amount of the As Converted Distribution on
all the Series A Preferred Units. For the avoidance of doubt, the General Partner
shall not otherwise be entitled to receive any distributions that correspond to the
distributions on a Series A Preferred Unit made in accordance with clause (b) of the
definition of Series A Distribution Rate.
12
(iii) Issuance of Series A Preferred Units. On the Series A Issuance Date the Series A
Preferred Units shall be issued by the Partnership pursuant to the terms and conditions of
the Purchase Agreement. Concurrently with the issuance of the Series A Preferred Units, the
General Partner shall contribute to the Partnership as an additional Capital Contribution an
amount in cash equal to 2/98ths of the aggregate Issue Price of the Series A Preferred Units
issued on the Series A Issuance Date.
(iv) Liquidation Value. In the event of any liquidation and winding up of the
Partnership under Section 12.4 or a sale, exchange or other disposition of all or
substantially all of the assets of the Partnership, either voluntary or involuntary, the
holders of the Series A Preferred Units shall be entitled to receive, out of the assets of
the Partnership available for distribution to the Partners or any Assignees, prior and in
preference to any distribution of any assets of the Partnership to the holders of any other
class or series of Partnership Securities or General Partner Interests, the positive value
in each such holder’s Capital Account in respect of such Series A Preferred Units. If in
the year of such liquidation and winding up, or sale, exchange or other disposition of
substantially all of the assets of the Partnership, any such holder’s Capital Account in
respect of such Series A Preferred Units is less than the aggregate Series A Liquidation
Value of such Series A Preferred Units, then notwithstanding anything to the contrary
contained in this Agreement, and prior to any other allocation pursuant to this Agreement
for such year and prior to any distribution pursuant to the preceding sentence, items of
gross income and gain shall be allocated to all Unitholders then holding Series A Preferred
Units (including Series A PIK Preferred Units), Pro Rata, until the Capital Account in
respect of each Series A Preferred Unit then Outstanding is equal to the Series A
Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the
effect of such allocation). If in the year of such liquidation, dissolution or winding up
any such holder’s Capital Account in respect of such Series A Preferred Units is less than
the aggregate Series A Liquidation Value of such Series A Preferred Units after the
application of the preceding sentence, then to the extent permitted by law and
notwithstanding anything to the contrary contained in this Agreement, items of gross income
and gain for any preceding taxable period(s) with respect to which Schedule K-1s have not
been filed by the Partnership shall be reallocated to all Unitholders then holding Series A
Preferred Units (including Series A PIK Preferred Units), Pro Rata, until the Capital
Account in respect of each such Series A Preferred Unit then Outstanding is equal to the
Series A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse
the effect of such allocation). At such time as such allocations have been made to the
Outstanding Series A Preferred Units, Net Termination Gain or Net Termination Loss shall be
allocated to the Partners and Assignees pursuant to Section 6.1(c) or Section 6.1(d), as the
case may be; provided, however, that, solely for the purpose of such allocations pursuant to
Sections 6.1(c)(i)(C) — (G), the Outstanding Series A Preferred Units (including Series A
PIK Preferred Units) shall be treated as having been converted into the applicable number of
Common Units (solely with respect to the right of Common Units to receive allocations
pursuant to such Sections and not with respect to the determination as to which allocations
cease to be made pursuant to such Sections). At the time of the dissolution of the
Partnership, subject to Section 17-804 of the Delaware Act, the holders of the Series A
Preferred Units shall become entitled to receive any distributions in respect of the Series
A Preferred Units that are
13
accrued and unpaid as of the date of such distribution, if any, and shall have the
status of, and shall be entitled to all remedies available to, a creditor of the
Partnership, and such entitlement of the holders of the Series A Preferred Units to such
accrued and unpaid distributions shall have priority over any entitlement of any other
Partners or Assignees with respect to any distributions by the Partnership to such other
Partners or Assignees; provided, however, that the General Partner, as such, will have no
liability for any obligations with respect to such distributions to any holder or holders of
Series A Preferred Units.
(v) Voting Rights.
(A) The Series A Preferred Units shall have voting rights that are identical to
the voting rights of the Common Units and shall vote with the Common Units as a
single class, so that each Series A Preferred Unit (including Series A PIK Preferred
Units) will be entitled to one vote for each Common Unit into which such Series A
Preferred Units are convertible on each matter with respect to which each Common
Unit is entitled to vote. Each reference in this Agreement to a vote of holders of
Common Units shall be deemed to be a reference to the holders of Common Units and
Series A Preferred Units on an “as if” converted basis.
(B) Notwithstanding any other provision of this Agreement, in addition to all
other requirements imposed by Delaware law, and all other voting rights granted
under this Agreement, the affirmative vote of the holders of a majority of the
Outstanding Series A Voting Units, voting separately as a class based upon one vote
per Series A Voting Unit, shall be necessary on any matter (including a merger,
consolidation or business combination) that adversely affects any of the rights,
preferences and privileges of the Series A Preferred Units in any respect or amends
or modifies any of the terms of the Series A Preferred Units; provided that the
General Partner shall be able to amend this Section 5.15 so long as the amendment
does not adversely affect the holders of the Series A Preferred Units. Without
limiting the generality of the preceding sentence, such adverse effect, amendment or
modification includes any action that would:
a. reduce the Series A Distribution Rate, change the form of payment of
distributions, defer the date from which distributions on the Series A Preferred
Units will accrue and accumulate, cancel accrued, accumulated and unpaid
distributions on the Series A Preferred Units, or change the relative seniority
rights of the holders of Series A Preferred Units as to the payment of distributions
in relation to the holders of any other Units or amend this Section 5.15;
b. reduce the amount payable or change the form of payment to the holders of
the Series A Preferred Units upon the voluntary or involuntary liquidation,
dissolution or winding up of the Partnership, or change the relative seniority of
the liquidation preferences of the holders of the Series A Preferred Units to the
rights upon liquidation of the holders of any other Units;
14
c. make the Series A Preferred Units redeemable or convertible at the option of
the Partnership, in the case of conversion, before January 19, 2013, or modify the
conditions that must have occurred for such conversion option to be exercised;
d. authorize, create or issue any Senior Securities (or amend the provisions of
any existing class of Partnership Securities to make such class of Partnership
Securities a class of Senior Securities); or
e. distribute Capital Surplus pursuant to Section 6.5.
Notwithstanding the other provisions of this Section 5.15(b)(v), no Parity
Securities or Junior Securities shall be issued if, in each case, the terms of such
security require the Partnership to repurchase any or all of such securities on a
date certain that is prior to twelve (12) months after the date that all Series A
Preferred Units are no longer Outstanding as a result of the conversion of such
Series A Preferred Units pursuant to the terms of this Section 5.15.
(C) The Partnership acknowledges that adversely affecting any of the rights,
preferences and privileges of the Series A Preferred Units in any respect or
amending Section 5.15 would, for purposes of Section 13.3(c), have a material
adverse effect on the rights and preferences of the holders of Series A Preferred
Units in relation to other classes of Partnership Interest.
(vi) Right of First Refusal.
(A) Other than Series A PIK Preferred Units issued in connection with the
Series A Quarterly Distribution, the Partnership shall not issue or transfer any
Parity Securities other than in compliance with this Section 5.15(b)(vi). If at any
time the Partnership wishes to issue or transfer to any party any Parity Securities,
the Partnership shall, prior to any such issuance or transfer, promptly deliver a
notice of such proposed issuance or Transfer to each holder of Series A Preferred
Units (the “Parity Securities Notice”); provided, however, that the
foregoing limitation shall only apply until the earliest to occur of the following:
(i) the Purchaser and its Affiliates holding a number of Series A Preferred Units
and Common Units issued upon conversion of the Series A Preferred Units (the
“Conversion Units”) that is less than twenty-five percent (25%) of the
number of Series A Preferred Units initially issued to the Purchaser pursuant to the
Purchase Agreement; (ii) such time as the sum of (A) the number of Common Units into
which the Series A Preferred Units collectively held by the Purchaser and its
Affiliates are convertible and (B) the number of Conversion Units which are then
collectively held by the Purchaser and its Affiliates represent less than ten
percent (10%) of the Common Units then outstanding and (iii) the Purchaser ceasing
to be an Affiliate of The Blackstone Group L.P. The Parity Securities Notice shall
include (1) a description of the Parity Securities, (2) the identity of the proposed
recipient(s) of the Parity Securities if such proposed recipient(s) have been
identified and (3) a description of the consideration and material terms and
15
conditions upon which the proposed issuance or Transfer is being made, together
with a copy of any written agreements.
(B) Each holder of Series A Preferred Units shall have an option for a period
of ten (10) Business Days from the date of such holder’s receipt of the Parity
Securities Notice to elect to purchase, at the same price and on the same material
terms and conditions as described in the Parity Securities Notice, such number of
offered Parity Securities up to the aggregate amount of offered Parity Securities
multiplied by a ratio, the numerator of which is the number of Series A Preferred
Units of such holder and the denominator of which is the total number of Outstanding
Series A Preferred Units. A timely election to purchase Parity Securities may be
made by a holder of Series A Preferred Units in response to a Parity Securities
Notice by delivering to the Partnership written notice setting forth the number of
Parity Securities which such holder wishes to purchase (up to the maximum amount to
which such holder is entitled to acquire pursuant to the previous sentence) and an
undertaking to pay in full at closing the purchase price for such Parity Securities.
The closing of such purchase shall occur not less than twenty (20) days after the
date such holder makes a timely election to purchase such Parity Securities and
shall be at such date thereafter as determined by the Partnership, provided that
such date may not be later than sixty (60) days after the date such holder makes
such timely election. Any Parity Securities for which the holders of Series A
Preferred Units have not elected to purchase following the expiration of such ten
(10) Business Day period may be sold to the proposed recipient(s) on substantially
the same terms and conditions set forth in the Parity Securities Notice at any time
during the period ending ninety (90) days after termination of such ten
(10)-Business Day period. Any Parity Securities that the Partnership desires to
issue or Transfer following such ninety (90) day period or not on substantially the
same terms and conditions set forth in the Parity Securities Notice must be offered
to the holders of Series A Preferred Units with a new Parity Securities Notice
pursuant to the terms of this Section 5.15(b)(vi).
(vii) Certificates.
(A) The Series A Preferred Units shall be evidenced by certificates in such
form as the General Partner may approve and, subject to the satisfaction of any
applicable legal, regulatory and contractual requirements, may be assigned or
transferred in a manner identical to the assignment and transfer of other Units;
unless and until the General Partner determines to assign the responsibility to
another Person, the General Partner will act as the registrar and transfer agent for
the Series A Preferred Units. The certificates evidencing Series A Preferred Units
shall be separately identified and shall not bear the same CUSIP number as the
certificates evidencing Common Units.
(B) The certificate(s) representing the Series A Preferred Units may be
imprinted with a legend in substantially the following form:
16
“THE SERIES A PREFERRED UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THE SERIES A PREFERRED UNITS REPRESENTED BY THIS
CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR
OTHERWISE DISPOSED OF UNTIL THE HOLDER THEREOF PROVIDES EVIDENCE
SATISFACTORY TO THE GENERAL PARTNER (WHICH, IN THE DISCRETION OF THE GENERAL
PARTNER, MAY INCLUDE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
GENERAL PARTNER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS.
THIS CERTIFICATE IS NOT REQUIRED TO BE PHYSICALLY SURRENDERED TO THE
PARTNERSHIP IN THE EVENT THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE CONVERTED IN PART. AS A RESULT, FOLLOWING ANY CONVERSION OF ANY PORTION
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF UNITS
INDICATED ON THIS CERTIFICATE. IF ANY SECURITIES ARE CONVERTED AS AFORESAID,
THE HOLDER OF THIS CERTIFICATE MAY NOT TRANSFER ANY SECURITIES REPRESENTED
BY THIS CERTIFICATE UNLESS AND UNTIL SUCH HOLDER FIRST PHYSICALLY SURRENDERS
TO CROSSTEX ENERGY, L.P. ALL CERTIFICATES REPRESENTING ANY SUCH SECURITIES
WHICH HAVE PREVIOUSLY BEEN CONVERTED IN WHOLE OR IN PART, WHEREUPON CROSSTEX
ENERGY, L.P. WILL FORTHWITH ISSUE AND DELIVER UPON THE ORDER OF SUCH HOLDER
NEW CERTIFICATE(S) EVIDENCING SUCH SECURITIES THEN HELD BY SUCH HOLDER.”
(viii) Conversion.
(A) Each of the holders of Series A Preferred Units (including Series A PIK
Preferred Units) shall have the right, at any time at the option of such holder, to
request conversion in whole or in part of its Series A Preferred Units into Common
Units, subject to the conditions set forth in this Section 5.15(b)(viii)(A). Any
Common Units delivered as a result of conversion pursuant to this Section
5.15(b)(viii)(A) shall be validly issued, fully paid and non-assessable (except as
such nonassessability may be affected by matters described in Sections 17-303,
17-607 and 17-804 of the Delaware Act), free and clear of any liens, claims, rights
or encumbrances other than those arising under the Act or the Partnership Agreement,
as amended by this Amendment, or created by the holders
17
thereof. The number of Common Units deliverable upon conversion of each Series
A Preferred Unit as of any date shall be an amount per Series A Preferred Unit equal
to the quotient of (i) the sum of $8.50 and all accrued and accumulated but unpaid
distributions on such Series A Preferred Unit as of the Series A Conversion Notice
Date or the Series A Forced Conversion Notice Date, as the case may be, divided by
(ii) the Series A Conversion Price with respect to such Series A Preferred Unit.
Immediately following any conversion, the rights of the holders of converted Series
A Preferred Units, including, without limitation, any accrual of distributions,
shall cease and the Persons entitled to receive the Common Units upon the conversion
of Series A Preferred Units shall be treated for all purposes as having become the
owners of such Common Units.
(B) To convert Series A Preferred Units into Common Units pursuant to Section
5.15(b)(viii)(A), the holder shall give written notice (a “Series A Conversion
Notice”) to the Partnership in the form of Exhibit A attached hereto stating
that such holder elects to so convert Series A Preferred Units into Common Units and
shall state therein with respect to Series A Preferred Units to be converted
pursuant to Section 5.15(b)(viii)(A): (a) the number of Series A Preferred Units to
be converted, (b) the name or names in which such holder wishes the certificate or
certificates for Common Units to be issued, (c) the holder’s computation of the
number of Common Units to be received by the holder (or designated recipients) upon
the Series A Conversion Date and (d) the Series A Conversion Price on the Series A
Conversion Notice Date. The date of any Series A Conversion Notice shall be
hereinafter be referred to as a “Series A Conversion Notice Date.”
(C) Commencing on January 19, 2013, subject to the terms of this Section 5.15,
the Partnership shall have the right at any time, at the option of the Partnership,
to convert all or part of the Series A Preferred Units then Outstanding into the
number of Common Units as determined in the manner set forth in Section
5.15(b)(viii)(A) above; provided that in order for the Partnership to exercise such
option, on the Series A Forced Conversion Notice Date, (i) the daily volume-weighted
average trading price of the Common Units on the National Securities Exchange on
which the Common Units are listed or admitted to trading must be greater than one
hundred fifty percent (150%) of the Series A Conversion Price, for twenty (20) out
of the trailing thirty (30) Trading Days ending two (2) Trading Days before the date
the Partnership furnishes the Series A Forced Conversion Notice, and (ii) the
average daily trading volume of Common Units on the National Securities Exchange
upon which such Common Units trade must have exceeded 250,000 Common Units, as
adjusted for events specified in Section 5.15(b)(viii)(F) and Section
5.15(b)(viii)(H), for twenty (20) out of the trailing thirty (30) Trading Days
ending two (2) Trading Days before the date the Partnership furnishes the Series A
Forced Conversion Notice. Any Common Units delivered as a result of the conversion
of Series A Preferred Units pursuant to this Section 5.15(b)(viii)(C) shall be
validly issued, fully paid and non-assessable (except as such nonassessability may
be affected by matters described in Sections 17-303, 17-607 and 17-804 of the
Delaware Act).
18
(D) To convert Series A Preferred Units into Common Units pursuant to Section
5.15(b)(viii)(C), the Partnership shall give written notice (a “Series A Forced
Conversion Notice”, and the date of such notice, a “Series A Forced Conversion
Notice Date”) to each holder of Series A Preferred Units in the form of Exhibit
A attached hereto stating that the Partnership elects to force conversion of
such Series A Preferred Units pursuant to Section 5.15(b)(viii)(C) and shall state
therein (i) the number of Series A Preferred Units to be converted, (ii) the Series
A Conversion Price on the Series A Forced Conversion Notice Date, and (iii) the
Partnership’s computation of the number of Common Units to be received by the holder
upon the Series A Conversion Date. In addition, if a holder of Series A Preferred
Units does not provide written notice to the Partnership of the name or names in
which such holder wishes the certificate or certificates for Common Units to be
issued within five (5) Business Days after receipt of the Series A Forced Conversion
Notice, then the certificate or certificates for Common Units shall be issued to the
Record Holder of such Series A Preferred Units.
(E) If a Series A Conversion Notice is delivered by a holder of Series A
Preferred Units to the Partnership pursuant to Section 5.15(b)(viii)(B), or a Series
A Forced Conversion Notice is delivered by the Partnership to a holder of Series A
Preferred Units pursuant to Section 5.15(b)(viii)(D), the Partnership shall issue
the Common Units as soon as reasonably practicable, and in any event no later than
ten (10) days after a Series A Conversion Notice Date or a Series A Forced
Conversion Date, as the case may be (the date of issuance of such Common Units, the
“Series A Conversion Date”). On the Series A Conversion Date and subject to the
book-entry provisions set forth below, such holder shall surrender the certificate
or certificates representing the Series A Preferred Units being converted, duly
endorsed, at the office of the Partnership or, if identified in writing to such
holder by the Partnership, at the offices of any transfer agent for such Units. On
the Series A Conversion Date, the Partnership shall issue to such holder a
certificate or certificates for the number of Common Units to which such holder
shall be entitled (with the number of and denomination of such certificates
designated by such holder). In lieu of delivering physical certificates representing
the Common Units issuable upon conversion of Series A Preferred Units, provided the
Transfer Agent is participating in the Depository’s Fast Automated Securities
Transfer program, upon request of the holder, the Partnership shall use its
commercially reasonable efforts to cause its Transfer Agent to electronically
transmit the Common Units issuable upon conversion or distribution payment to the
holder, by crediting the account of the holder’s prime broker with the Depository
through its Deposit Withdrawal Agent Commission (“DWAC”) system. The parties agree
to coordinate with the Depository to accomplish this objective. The conversion
pursuant to this Section 5.15(viii) shall be deemed to have been made immediately
prior to the close of business on the Series A Conversion Notice Date or the Series
A Forced Conversion Notice Date, as applicable. The Person or Persons entitled to
receive the Common Units issuable upon such conversion shall be treated for all
purposes as the Record Holder or Holders of such Common Units at the close of
business on the Series A
19
Conversion Notice Date or the Series A Forced Conversion Notice Date, as
applicable.
(F) Distributions, Combinations, Subdivisions and Reclassifications by the
Partnership. If, after the Series A Issuance Date, the Partnership (i) makes a
distribution on its Common Units in Common Units, (ii) subdivides or splits its
outstanding Common Units into a greater number of Common Units, (iii) combines or
reclassifies its Common Units into a smaller number of Common Units or (iv) issues
by reclassification of its Common Units any Partnership Securities (including any
reclassification in connection with a merger, consolidation or business combination
in which the Partnership is the surviving Person), then the Series A Conversion
Price in effect at the time of the Record Date for such distribution or of the
effective date of such subdivision, split, combination, or reclassification shall be
proportionately adjusted so that the conversion of the Series A Preferred Units
after such time shall entitle the holder to receive the aggregate number of Common
Units (or shares of any Partnership Securities into which such shares of Common
Units would have been combined, consolidated, merged or reclassified pursuant to
clauses (iii) and (iv) above) that such holder would have been entitled to receive
if the Series A Preferred Units had been converted into Common Units immediately
prior to such Record Date or effective date, as the case may be, and in the case of
a merger, consolidation or business combination in which the Partnership is the
surviving Person, the Partnership shall provide effective provisions to ensure that
the provisions in this Section 5.15 relating to the Series A Preferred Units shall
not be abridged or amended and that the Series A Preferred Units shall thereafter
retain the same powers, preferences and relative participating, optional and other
special rights, and the qualifications, limitations and restrictions thereon, that
the Series A Preferred Units had immediately prior to such transaction or event. An
adjustment made pursuant to this Section 5.15(b)(viii)(F) shall become effective
immediately after the Record Date in the case of a distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination, reclassification (including any reclassification in connection with a
merger, consolidation or business combination in which the Partnership is the
surviving Person) or split. Such adjustment shall be made successively whenever any
event described above shall occur. If, in the future, the Partnership issues any
options, warrants, or other rights to purchase Common Units, or Partnership
Securities exercisable or convertible into or exchangeable for Common Units (or
options, warrants, or other rights to purchase any such Partnership Securities that
are exercisable or convertible into or exchangeable for Common Units) (herein
collectively, “Convertible Securities”), the General Partner shall, at the direction
and at the option of the holders of a majority of the Outstanding Series A Preferred
Units in their sole discretion, either (i) amend the provisions of this Agreement
relating to antidilution protection to (A) revise any such provision that is less
favorable than the corresponding provision offered in the terms of such Convertible
Securities (or any related purchase agreement) so that such provision is the same as
such provision offered in the terms of such Convertible Securities (or any related
purchase agreement) and (B) incorporate any provision(s) offered
20
in the terms of such Convertible Securities (or any related purchase agreement)
that is not currently provided for in this Agreement and which would make the
antidilution protection provisions of this Agreement more favorable to the holders
of Series A Preferred Units, which amendment shall be effective concurrently with
the issuance and/or execution of documentation relating to such Convertible
Securities, or (ii) retain the antidilution language applicable to the Series A
Preferred Units at such time. The Partnership agrees to provide as much prior
notice of an issuance of any such Convertible Securities and/or execution of
documentation relating to such issuance of Convertible Securities as reasonably
practicable (and in any event, such notice shall be provided at least ten (10)
Business Days prior to such issuance and/or execution).
(G) If the Partnership shall issue or sell, or grant any Common Units or
Convertible Securities at an indicative per Common Unit price (the “Follow-On Price”
and such Common Units or Convertible Securities so issued, sold or granted, on an
as-converted basis, the “Follow-On Units”) less than ninety percent (90%) of the
Series A Conversion Price, then the Series A Conversion Price will be reset so that
it will equal the price determined according to the following formula:
(CP x OB) + (FP x Q)
OA
Where:
CP = the Series A Conversion Price in effect immediately before the issuance of the Follow-On
Units
FP = the Follow-On Price
OB = the total number of fully diluted Common Units outstanding before the issuance of the
Follow-On Units
Q = the total number of fully diluted Follow-On Units issued
OA = the total number of fully diluted Common Units outstanding after giving effect to the
issuance of the Follow-On Units.
For purposes of this Section 5.15(b)(viii)(G), the indicative price per Common Unit resulting from
the issuance of Convertible Securities will be determined using the principles set forth in Section
5.15(viii)(J)(c).
(H) Other Extraordinary Transactions Affecting the Partnership.
a. Prior to the consummation of any recapitalization, reorganization,
consolidation, merger, spin-off or other business combination (not otherwise
addressed in Section 5.15(viii)(F) above) in which the holders of
21
Common Units are to receive securities, cash or other assets (a “Partnership
Event”), the Partnership shall make appropriate provision to insure that the holders
of Series A Preferred Units receive in such Partnership Event a preferred security,
issued by the Person surviving or resulting from such Partnership Event and
containing provisions substantially equivalent to the provisions set forth in this
Section 5.15 without abridgement, including, without limitation, the same powers,
preferences, rights to distributions, rights to accumulation and compounding upon
failure to pay distributions, and relative participating, optional or other special
rights and the qualifications, limitations or restrictions thereon, that the Series
A Preferred Unit had immediately prior to such Partnership Event (the “Survivor
Preferred Security”). The Series A Conversion Price in effect at the time of the
effective date of such Partnership Event shall be proportionately adjusted so that
the conversion of a unit of Survivor Preferred Security after such time shall
entitle the holder to the number of securities or amount of other assets which, if a
Series A Preferred Unit had been converted into Common Units immediately prior to
such Partnership Event, such holder would have been entitled to receive immediately
following such Partnership Event. Subsequent adjustments to the Conversion Price of
the Survivor Preferred Security shall be made successively whenever any event
described in Section 5.15(viii)(F), Section 5.15(viii)(G) or this Section
5.15(viii)(H) shall occur. Notwithstanding the foregoing, the Partnership may
consummate a Partnership Event without making appropriate provision to insure that
the holders of Series A Preferred Units receive a Survivor Preferred Security in
such Partnership Event with the prior written approval of the holders of a majority
of the Outstanding Series A Preferred Units.
(I) Notwithstanding any of the other provisions of this Section 5.15(b)(viii),
no adjustment shall be made to the Series A Conversion Price pursuant to Section
5.15(b)(viii)(F) or (G) as a result of any of the following:
a. the grant of Common Units or options, warrants or rights to purchase Common
Units to employees, officers or directors of the Partnership and its Subsidiaries,
or to employees or officers of the General Partner, Crosstex Energy, Inc. or
Crosstex GP in respect of services provided to or for the benefit of the Partnership
or any of its Subsidiaries, under compensation plans and agreements approved in good
faith by the General Partner; provided that, in the case of options, warrants or
rights to purchase Common Units, the exercise price per Common Units shall not be
less than the Closing Price on the date such option, warrant or other right is
issued;
b. the issuance of any Common Units as all or part of the consideration to
effect (i) the closing of any acquisition by the Partnership of assets of a third
party in an arm’s-length transaction or (ii) the consummation of a merger,
consolidation or other business combination of the Partnership with another entity
in which the Partnership survives and the Common Units remain outstanding to the
extent such transaction(s) is or are validly approved by the vote or consent of the
General Partner;
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c. without duplication of Section 5.15(b)(viii)(I)(a) above, the issuance of
Partnership Securities upon exercise or conversion of Convertible Securities that
are Outstanding on the Series A Issuance Date; and
d. the issuance of Partnership Securities for which an adjustment is made under
another provision of this Section 5.15(b)(viii).
(J) The following rules shall apply for purposes of this Section 5.15(b)(viii):
a. In the case of the issuance or sale (or deemed issuance or sale) of Common
Units for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any reasonable underwriting discounts or placement agent
fees, commissions or the expenses allowed paid or incurred by the Partnership for
any underwriting or otherwise in connection with the issuance and sale thereof.
b. In the case of the issuance or sale (or deemed issuance or sale) of Common
Units for consideration in whole or in part other than cash, the consideration other
than cash shall be valued at the Agreed Value thereof;
c. In the case of the issuance or sale of Convertible Securities, the following
provisions shall apply for all purposes of this Section 5.15(b)(viii)(J):
i. The aggregate maximum number of Common Units deliverable upon exercise
(assuming the satisfaction of any conditions to exercisability, including, without
limitation, the passage of time, but without taking into account potential
antidilution adjustments or additional Common Units that would be issuable pursuant
to an earn-out in connection with a purchase by the Partnership of assets or a
business to the extent that the thresholds comprising such earn-out are not
substantially certain to occur, until such time as such additional Common Units are
issued) of options or warrants to purchase or rights to subscribe for Common Units
shall be deemed to have been issued at the time such options, warrants or rights
were issued and for consideration equal to the consideration (determined in the
manner provided in this Section 5.15(b)(viii)(J)), if any, received by the
Partnership upon the issuance of such options, warrants or rights plus the minimum
exercise price provided in such options, warrants or rights (without taking into
account potential antidilution adjustments) for the Common Units covered thereby.
ii. The aggregate maximum number of Common Units deliverable upon conversion of
or in exchange (assuming the satisfaction of any conditions to convertibility or
exchangeability, including, without limitation, the passage of time, but without
taking into account potential antidilution adjustments or additional Common Units
that would be issuable pursuant to an earn-out in connection with a purchase by the
Partnership of assets or a business
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to the extent that the thresholds comprising such earn-out are not
substantially certain to occur, until such time as such additional Common Units are
issued) for any such convertible or exchangeable securities or upon the exercise of
options or warrants to purchase rights to subscribe for such convertible or
exchangeable securities and subsequent conversion or exchange thereof shall be
deemed to have been issued at the time such securities were issued or such options,
warrants or rights were issued and for a consideration equal to the consideration,
if any, received by the Partnership for any such securities or options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Partnership (without taking into account potential antidilution adjustments) upon
the conversion or exchange of such securities or upon the exercise of such options,
warrants or rights and subsequent conversion or exchange of the underlying
convertible or exchangeable securities, as appropriate (the consideration in each
case to be determined in the manner provided in this Section 5.15(b)(viii)(J)).
iii. In the event of any change in the number of Common Units deliverable or in
the consideration payable to the Partnership upon exercise of such options, warrants
or rights with respect to either Common Units or such convertible or exchangeable
securities or upon conversion of or in exchange for such convertible or exchangeable
securities, including, but not limited to, a change resulting from the antidilution
provisions thereof, the Series A Conversion Price, to the extent in any way affected
by or computed using such options, warrants, rights or securities, shall be
recomputed to reflect such change, but no further adjustment shall be made for the
actual issuance of Common Units or any payment of such consideration upon the
exercise of any such options, warrants or rights or the conversion or exchange of
such securities.
iv. Upon the expiration of any such options, warrants or rights with respect to
either Common Units or such convertible or exchangeable securities or the
termination of any such rights to convert or exchange, the Series A Conversion
Price, to the extent in any way affected by or computed using such options,
warrants, rights or securities shall be recomputed to reflect the issuance of only
the number of Common Units actually issued upon the exercise of such options,
warrants or rights with respect to Common Units, upon the conversion or exchange of
such securities, or the number of Common Units issuable upon conversion or exchange
of the convertible or exchangeable securities that were actually issued upon
exercise of options, warrants or rights related to such securities.
v. The number of Common Units deemed issued and the consideration deemed paid
therefor pursuant to Sections 5.15(b)(viii)(J)(c)(i) and (ii) shall be appropriately
adjusted to reflect any change, termination or expiration of the type described in
either Section 5.15(b)(viii)(J)(c)(iii) or (iv).
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d. Notwithstanding any of the other provisions of this Section
5.15(b)(viii)(J), no adjustment shall be made to the number of Common Units issuable
upon conversion of the Series A Preferred Units or the Series A Conversion Price as
a result of an event for which an adjustment is made under another provision of this
Section 5.15(b)(viii)(J).
e. For purposes of this Section 5.15(b)(viii), no adjustment to the Series A
Conversion Price shall be made in an amount less than 1/100th of one cent per Unit;
provided that any adjustments that are not required to be made by reason of this
sentence shall be carried forward and shall be taken into account in any subsequent
adjustment made.
(K) In the event of any taking by the Partnership of a Record Date of the
holders of any class of Partnership Securities for the purpose of determining the
holders thereof who are entitled to receive any distribution thereon, any security
or right convertible into or entitling the holder thereof to receive additional
Common Units, or any right to subscribe for, purchase or otherwise acquire any
Partnership Securities or any other securities or property of the Partnership, or to
receive any other right, the Partnership shall notify each holder of Series A
Preferred Units at least fifteen (15) days prior to the Record Date, of which any
such record is to be taken for the purpose of such distribution, security or right
and the amount and character of such distribution, security or right; provided,
however, that the foregoing requirement shall be deemed satisfied with respect to
any holder of Series A Preferred Units other than the Purchaser if at least fifteen
(15) days prior to the Record Date, the Partnership shall have issued a press
release which shall be posted on the Partnership’s website and carried by one or
more wire services, containing the required information.
(L) The Partnership shall pay any and all issue, documentary, stamp and other
taxes, excluding any income, franchise, property or similar taxes, that may be
payable in respect of any issue or delivery of Common Units on conversion of, or
payment of distributions on, Series A Preferred Units pursuant hereto. However, the
holder of any Series A Preferred Units shall pay any tax that is due because the
Common Units issuable upon conversion thereof or distribution payment thereon are
issued in a name other than such holder’s name.
(M) No fractional Common Units shall be issued upon the conversion of any
Series A Preferred Units. All Common Units (including fractions thereof) issuable
upon conversion of more than one Series A Preferred Unit by a holder thereof shall
be aggregated for purposes of determining whether the conversion would result in the
issuance of any fractional unit. If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a Common Unit, the
Partnership shall not issue a fractional Common Unit but shall round up the
fractional Common Unit to the nearest whole Common Unit (and a 0.5 Common Unit shall
be rounded up to the next higher Common Unit).
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(N) The Partnership agrees that it will act in good faith to make any
adjustment(s) required by this Section 5.15(b)(viii) equitably and in such a manner
as to afford the holders of Series A Preferred Units the benefits of the provisions
hereof, and will not take any action to deprive such holders of the benefit hereof.
(ix) Tax Estimates. Upon receipt of a written request from any holder of Series A
Preferred Units stating the number of Series A Preferred Units owned by such holder (which
requests shall be made no more than four (4) times per calendar year), the Partnership shall
provide such holder with a good faith estimate (and reasonable supporting calculations) of
whether there is sufficient Unrealized Gain attributable to the Partnership property such
that, if such holder converted its Series A Preferred Units pursuant to Section
5.15(b)(viii)(A) or (B) and such Unrealized Gain was allocated to such holder pursuant to
Section 5.5(d)(i), such holder’s Capital Account in respect of its converted Series A
Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common
Unit (other than a converted Series A Preferred Unit). The good faith estimate provided by
the Partnership may be based on the calculations prepared by the Partnership and/or its
outside tax advisors in connection with the tax returns most recently filed by the
Partnership (with adjustments to reflect any material changes in the trading price of the
Partnership’s Common Units) and, for the avoidance of doubt, the Partnership shall not be
required to prepare or cause to be prepared any new detailed calculations for purposes of
satisfying its obligations under this paragraph (ix).
(k) The first sentence of Section 5.12 of the Partnership Agreement is hereby amended and
restated to read in its entirety:
Except as provided in this Section 5.12 and in Sections 5.2 and 5.15(b)(vi), no Person
shall have any preemptive, preferential or other similar right with respect to the issuance
of any Partnership Security, whether unissued, held in the treasury or hereafter created.
(l) Section 6.1(d)(iii)(A) of the Partnership Agreement is hereby amended and restated in its
entirety to read as follows:
(A) First, if the amount of cash or the Net Agreed Value of any property distributed (except
cash or property distributed pursuant to Section 12.4) to any class of Unitholders with respect to
its Units (other than to the class A Series A Preferred Unitholders with respect to the Series A
Preferred Units) during any taxable period of the Partnership is greater on a per Unit basis than
the amount of cash or the Net Agreed Value of property distributed to any other class of
Unitholders (other than (i) the class of Unitholders holding Series A Preferred Units and (ii) the
class of Unitholders holding Senior Subordinated Series D Units, but only in cases where
allocations have not previously been made under 6.1(d)(ix)(E)) with respect to their Units on a per
Unit basis in such taxable period, then (1) there shall be allocated items of gross income and gain
to each Unitholder receiving such greater distribution until the amount so allocated for the
current taxable period and all previous taxable periods pursuant to this clause (1) is equal to (x)
the amount by which the distribution on a per Unit basis to such Unitholder exceeds the
distribution on a per Unit basis to the Unitholders (other than (i) the class of Unitholders
holding
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Series A Preferred Units and (ii) the class of Unitholders holding Senior Subordinated Series D
Units, but only in cases where allocations have not previously been made under 6.1(d)(ix)(E))
receiving the smallest distribution multiplied by (y) the number of Units in respect of which such
greater distribution was made and (2) the General Partner shall be allocated income and gain in an
aggregate amount equal to 2/98ths of the sum of the amounts allocated in clause (1) above.
(m) Article VI is hereby amended to add a new Section 6.2(h) as follows:
If Capital Account balances are reallocated between the Partners in accordance with
Section 5.5(d)(i) hereof and Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(4),
beginning with the year of reallocation and continuing until the allocations required are
fully taken into account, the Partnership shall make corrective allocations (allocations of
items of gross income or gain or loss or deduction for federal income tax purposes that do
not have a corresponding book allocation) to take into account the Capital Account
reallocation, as provided in Proposed Treasury Regulation Section 1.704-1(b)(4)(x).
(n) Article VI of the Partnership Agreement is hereby amended to renumber existing Section
6.12 as Section 6.13 and to add the following as a new Section 6.12:
6.12 Special Provisions Relating to the Holders of Series A Preferred Units.
(a) A Unitholder holding a Series A Preferred Unit that has converted into a Common
Unit pursuant to Section 5.15 shall be required to provide notice to the General Partner of
the transfer of the converted Series A Preferred Unit at any time during the earlier of (i)
thirty (30) days following such transfer and (ii) the last Business Day of the calendar year
during which such transfer occurred, unless (x) the transfer is to an Affiliate of the
holder or (y) by virtue of the application of Section 5.5(d)(i), the General Partner has
previously determined, based on advice of counsel, that the converted Series A Preferred
Unit should have, as a substantive matter, like intrinsic economic and federal income tax
characteristics of an Initial Common Unit. In connection with the condition imposed by this
Section 6.12, the General Partner shall take whatever steps are required to provide economic
uniformity to the converted Series A Preferred Unit in preparation for a transfer of such
Units; provided, however, that no such steps may be taken that would have a material adverse
effect on the Unitholders holding Common Units represented by Common Unit Certificates (for
this purpose the allocations of income, gain, loss and deductions with respect to Series A
Preferred Units or Common Units will be deemed not to have a material adverse effect on the
Unitholders holding Common Units).
(b) Notwithstanding anything to the contrary set forth in this Agreement, the holders
of the Series A Preferred Units (a) shall (i) possess the rights and obligations provided in
this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and
(ii) in accordance with Sections 5.5(a), 5.5(d)(i) and 5.15, have a Capital Account as a
Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not
(i) be entitled to vote on any matters requiring the approval or vote of the
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holders of Outstanding Units, except as provided in Section 5.15, (ii) be entitled to
any distributions other than as provided in Section 5.15 or (iii) be allocated items of
income, gain, loss or deduction other than as specified in Section 5.15.
(o) Article XII of the Partnership Agreement is hereby amended to add the following a new
Section 12.9:
Section 12.9. Series A Liquidation Value. Notwithstanding anything to the
contrary set forth in this Agreement, the holders of the Series A Preferred Units shall have
the rights set forth in Section 5.15(b)(iv) upon any liquidation, dissolution or winding up
of the Partnership pursuant to this Article XII.
(p) The introduction to Section 13.1 is hereby amended and restated to read in its entirety as
follows:
Except as set forth in Section 5.15(b)(v), each Partner agrees that the General
Partner, without the approval of any Partner or Assignee, may amend any provision of this
Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents
may be required in connection therewith, to reflect:
Section 2. Miscellaneous. Notwithstanding anything herein to the contrary, all measurements
and references related to Unit prices and Unit numbers herein shall be, in each instance,
appropriately adjusted for unit splits, recombinations, distributions and the like.
Section 3. Ratification of Partnership Agreement. Except as expressly modified and amended
herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and
effect.
Section 4. General Authority. The appropriate officers of the General Partner are hereby
authorized to make such clarifying and conforming changes as they deem necessary or appropriate,
and to interpret the Partnership Agreement, to give effect to the intent and purpose of this
Amendment.
Section 5. Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.
(Signature page follows)
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IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first set
forth above.
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GENERAL PARTNER: |
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CROSSTEX ENERGY GP, L.P. |
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By: |
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Crosstex Energy GP, LLC, |
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its General Partner |
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By: |
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/s/ Joe A. Davis |
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Name: |
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Joe A. Davis |
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Title: |
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Executive Vice President, General
Counsel & Secretary |
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EXHIBIT A
SERIES A [FORCED] CONVERSION NOTICE
(TO BE EXECUTED BY THE [REGISTERED HOLDER]
[PARTNERSHIP] IN ORDER
TO CONVERT
SERIES A PREFERRED UNITS)
[Date]
The undersigned hereby elects to convert the number of Series A Convertible Preferred Units
(“Series A Preferred Units”) of Crosstex Energy, L.P., a Delaware limited partnership (the
“Partnership”), indicated below into common units (“Common Units”) of the Partnership, according to
the conditions hereof, as of the date written below. If Common Units are to be issued in the name
of a person other than the holder of such Series A Preferred Units, such holder will pay all
transfer taxes payable with respect thereto and will deliver such certificates and opinions as may
be required by the Partnership or its transfer agent. No fee will be charged to the holders for any
conversion, except for any such transfer taxes.
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Date to Effect Conversion: |
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Number of Series A Preferred Units Owned: |
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Total Amount of Accrued, Accumulated and Unpaid Distributions on the Series A Preferred Units: |
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Applicable Series A Conversion Price: |
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Number of Common Units to be Issued: |
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Name in which Certificate for Common Units to be Issued: |
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[HOLDER] [CROSSTEX ENERGY, L.P.] |
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By: |
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Authorized Officer: |
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Title: |
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Exhibit A - 1