Exhibit (a)(1)(C)
CROSSTEX ENERGY, L.P.
WITHDRAWAL FORM AND INSTRUCTIONS
Relating to Our Offer to Exchange
Certain Outstanding Options to Purchase Common Units
for
Replacement Options to Purchase Common Units
WITHDRAWAL FORM
You should submit this Withdrawal Form only if you previously submitted a Letter of
Transmittal in connection with the Offer and you now no longer wish to exchange your Eligible
Options. To withdraw your Eligible Options from the exchange, you must complete, sign, date and
deliver this Withdrawal Form by 5:00 p.m. CDT, on June 11, 2009. If you withdraw your election to
exchange any of your $10.00 Eligible Options, you must withdraw your election to exchange all of
your $10.00 Eligible Options. If you withdraw your election to exchange any of your Other Eligible
Options, you must withdraw your election to exchange all of your Other Eligible Options. Please
read and follow the attached instructions to this Withdrawal Form.
Please check the appropriate box and/or boxes and sign below if you wish to withdraw your
acceptance of the Offer and reject the Offer in accordance with the terms and conditions of the
Offer and the Offer to Exchange.
o Yes, I wish to withdraw my acceptance of the Offer with respect to my $10.00 Eligible
Options and reject the Offer with respect to my $10.00 Eligible Options pursuant to the terms and
conditions set forth in the Offer to Exchange and this Withdrawal Form. I understand that I will
not receive any Replacement Options in exchange for my $10.00 Eligible Options that I previously
tendered and my $10.00 Eligible Options will remain outstanding on their existing terms, including
the existing exercise price, number of common units covered thereby, vesting schedule and
expiration date. The withdrawal of my $10.00 Eligible Options from the Offer is at my own
discretion. I agree that Crosstex will not be liable for any costs, taxes, losses or damages I may
incur as a result of my decision to withdraw my $10.00 Eligible Options from the Offer.
o Yes, I wish to withdraw my acceptance of the Offer with respect to my Other Eligible
Options and reject the Offer with respect to my Other Eligible Options pursuant to the terms and
conditions set forth in the Offer to Exchange and this Withdrawal Form. I understand that I will
not receive any Replacement Options in exchange for my Other Eligible Options that I previously
tendered and my Other Eligible Options will remain outstanding on their existing terms, including
the existing exercise price, number of common units covered thereby, vesting schedule and
expiration date. The withdrawal of my Other Eligible Options from the Offer is at my own
discretion. I agree that Crosstex will not be liable for any costs, taxes, losses or damages I may
incur as a result of my decision to withdraw my Other Eligible Options from the Offer.
PLEASE SIGN THIS WITHDRAWAL FORM AND PRINT YOUR NAME EXACTLY AS YOUR NAME APPEARS ON THE LETTER OF
TRANSMITTAL.
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Employee Signature
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Date |
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Employee Name (please print)
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E-mail Address |
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Legal Name, if different (please print) |
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THIS WITHDRAWAL FORM MUST BE RECEIVED NO LATER THAN
5:00 P.M., CDT, ON JUNE 11, 2009
Crosstex Energy, L.P.
Withdrawal Form and Instructions Relating to
Our Offer to Exchange
Certain Outstanding Options to Purchase Common Units
For
Replacement Options to Purchase Common Units
INSTRUCTIONS TO THE WITHDRAWAL FORM
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
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DEFINED TERMS. All terms used in this Withdrawal Form but not defined have the
meaning given to them in the Offer to Exchange Certain Outstanding Options to Purchase
Common Units for Replacement Options to Purchase Common Units, dated May 13, 2009 (the
“Offer to Exchange”). |
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ELECTION DEADLINE. The Offer and any rights to tender, or to withdraw a tender of,
your Eligible Options will expire on June 11, 2009 at 5:00 p.m. CDT, or on a later date,
if we extend the Offer (such expiration date, the “Election Deadline”). |
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WITHDRAWAL OF ELECTION. The tender of your Eligible Options under the Offer may be
withdrawn at any time before 5:00 p.m. CDT, on the Election Deadline. To withdraw your
tendered Eligible Options, you must complete and submit this Withdrawal Form. Withdrawals
may not be rescinded, and Eligible Options withdrawn will not be considered to be properly
tendered, unless your Eligible Options are properly re-tendered before the Election
Deadline by following the procedures described in the Letter of Transmittal. |
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DELIVERY OF WITHDRAWAL FORM. If you intend to withdraw your tender of Eligible
Options under the Offer, you must complete and sign this Withdrawal Form and do one of the
following, all before 5:00 p.m. CDT, on the Election Deadline: (1) return it by facsimile
to (214) 721-9383, (2) by e-mail (with the completed Withdrawal Form scanned and attached)
to stacy.cardwell@crosstexenergy.com, or (3) by regular mail or hand delivery to Crosstex
Energy, L.P., Attention: Stacy Cardwell, 2501 Cedar Springs Rd., Dallas, Texas 75201. |
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Your election to withdraw will only be effective upon receipt by us of your
Withdrawal Form. You are responsible for making sure that if you wish to withdraw that you
complete and acknowledge your Withdrawal Form before 5:00 p.m. CDT, on the Election
Deadline. |
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Neither we, nor any other person, are obligated to give notice of any defects or
irregularities in any Withdrawal Form you submit, nor will anyone incur any liability for
failure to give any such notice. |
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If you miss the deadline for withdrawal, your previously tendered Eligible Options will be
cancelled and exchanged pursuant to the Offer. You are responsible for making sure that the
Withdrawal Form is properly completed and signed. |
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DECIDING TO PARTICIPATE AFTER WITHDRAWING. If you withdraw your Eligible Options
from the exchange, you may again elect to exchange the withdrawn Eligible Options at any
time before the Election Deadline. To re-elect to exchange all of your withdrawn Eligible
Options, you must submit a new Letter of Transmittal prior to the expiration of the Offer
in accordance with all the requirements set forth in the instructions to the Letter of
Transmittal. |
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Your new Letter of Transmittal must include the required information regarding all of your
Eligible Options and must be clearly dated after the date of your original Letter of
Transmittal and any Withdrawal Form you have submitted. Upon the receipt of a new, properly
submitted Letter of Transmittal, any previously submitted Letter of Transmittal or
Withdrawal Form will be disregarded and will be considered replaced in full by the new
Letter of Transmittal. |
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You may change your mind as many times as you wish, but you will be bound by the last
properly submitted Letter of Transmittal or Withdrawal Form we receive before the Election
Deadline. |