LETTER AMENDMENT NO. 4 to AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

Exhibit 10.11

EXECUTION COPY

LETTER AMENDMENT NO. 4

to

AMENDED AND RESTATED
NOTE PURCHASE AGREEMENT

As of February 27, 2009

Ladies and Gentlemen:

     We refer to the Amended and Restated Note Purchase Agreement, dated as of March 31, 2005, as amended as of June 22, 2005, November 1, 2005, March 13, 2006 and June 29, 2006, as Amended and Restated as of July 25, 2006 and as amended by Letter Amendment No. 1 to Amended and Restated Note Purchase Agreement, dated as of March 30, 2007, Letter Amendment No. 2 to Amended and Restated Note Purchase Agreement, dated as of September 19, 2007, and Waiver and Letter Amendment No. 3 to Amended and Restated Note Purchase Agreement, dated as of November 7, 2008 (as so amended and restated and amended, the “Agreement” ), among Crosstex Energy, L.P., a Delaware limited partnership (the “Company” ), on one hand, and each of you (the “Holders” ), on the other hand. Unless otherwise defined in this Waiver and Letter Amendment No. 4 to Amended and Restated Note Purchase Agreement (this “ Amendment ”), the terms defined in the Agreement shall be used herein as therein defined.

     The Company has requested that the Holders agree to make certain amendments to the Agreement as hereinafter provided. Subject to the terms and conditions specified herein, and provided that the Company agrees to certain amendments to the Agreement and the Notes set forth below, the Holders have indicated their willingness to make such amendments requested by the Company as more particularly set forth herein.

     Accordingly, subject to satisfaction of the conditions set forth in paragraph 3 hereof, and in reliance on the representations and warranties of the Company set forth in paragraph 2 hereof, the Holders hereby agree with the Company to amend the Agreement and the Notes as provided in paragraph 1 below effective as of the Amendment No. 4 Effective Date (as defined in paragraph 3 below).

      1. Amendments.

          (a)  Paragraph 1A. Authorization of Series A Notes; Exhibit A-1; Series A Notes. Paragraph 1A of the Agreement, Exhibit A-1 to the Agreement and each outstanding Series A Note is hereby amended to change the interest rate thereof from “7.45%” to “9.45% plus any Additional Interest” in each place where it appears therein.

          (b)  Paragraph 1B. Authorization of Series B Notes; Exhibit A-2; Series B Notes. Paragraph 1B of the Agreement, Exhibit A-2 to the Agreement and each outstanding Series B Note is hereby amended to change the interest rate thereof from “7.38%” to “9.38% plus any Additional Interest” in each place where it appears therein.

          (c)  Paragraph 1C. Authorization of Series C Notes, Exhibit A-3; Series C Notes. Paragraph 1C of the Agreement, Exhibit A-3 to the Agreement and each outstanding Series C Note is hereby amended to change the interest rate thereof from “7.46%” to “9.46% plus any Additional Interest” in each place where it appears therein.

          (d)  Paragraph 1D. Authorization of Series D Notes, Exhibit A-4; Series D Notes. Paragraph 1D of the Agreement, Exhibit A-4 to the Agreement and each outstanding Series D Note is hereby amended to change the interest rate thereof from “6.73%” to “8.73% plus any Additional Interest” in each place where it appears therein.

          (e)  Paragraph 1E. Authorization of Series E Notes; Exhibit A-5; Series E Notes. Paragraph 1E of the Agreement, Exhibit A-5 to the Agreement and each outstanding Series E Note is hereby amended to change the interest rate thereof from “6.82%” to “8.82% plus any Additional Interest” in each place where it appears therein.

          (f)  Paragraph 1F. Authorization of Series F Notes; Exhibit A-6; Series F Notes. Paragraph 1F of the Agreement, Exhibit A-6 to the Agreement and each outstanding Series F Note is hereby amended to change the interest rate thereof from “7.46%” to “9.46% plus any Additional Interest” in each place where it appears therein and by amending the first sentence of the second paragraph of paragraph 1F of the Agreement in its entirety to read as follows:

     “The term “Notes” as used in this Agreement shall mean any Series A Note, any Series B Note, any Series C Note, any Series D Note, any Series E Note, any Series F Note, any Additional Note and any PIK Note.”

          (g)  Paragraphs 1H and 1I. Authorization of Issue of PIK Notes; Additional Interest. New paragraphs 1H and 1I are added to the Agreement to read as follows:

          “1H. PIK Notes.

          1H(1) Series A PIK Notes. The Company will authorize the issue of its Senior Secured PIK Notes, Series A (the “ Series A PIK Notes ”) in an amount sufficient to evidence the aggregate amounts of Additional Interest that it may from time to time pay on the Series A Notes by adding such Additional Interest to the principal of the Series A PIK Notes pursuant to paragraph 1I(i) hereof or this paragraph 1H(1) and any Yield-Maintenance Amount that may be paid with respect to the Series A Notes by adding such Yield-Maintenance Amount to the principal of the Series A PIK Notes as provided in this Agreement, to be dated the date of issue thereof, to mature on the PIK Note Maturity Date, to accrue interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 9.45% per annum plus any Additional Interest, and on the occurrence and during the continuation of an Event of Default at the rate specified therein and are substantially in the form of

Exhibit A-1-B hereto. Interest on any principal of any Series A PIK Note due before the date such principal is due (whether on the PIK Note Maturity Date, by acceleration, optional or mandatory prepayment or otherwise) shall be paid by adding such interest to the principal balance of such Series A PIK Note. The term “Series A PIK Notes” as used herein shall include each Series A PIK Note delivered pursuant to any provision of this Agreement and each Series A PIK Note delivered in substitution or exchange of any such Series A PIK Note pursuant to any such provision.

          1H(2) Series B PIK Notes. The Company will authorize the issue of its Senior Secured PIK Notes, Series B (the “ Series B PIK Notes ”) in an amount sufficient to evidence the aggregate amounts of Additional Interest that it may from time to time pay on the Series B Notes by adding such Additional Interest to the principal of the Series B PIK Notes pursuant to paragraph 1I(i) hereof or this paragraph 1H(2) and any Yield-Maintenance Amount that may be paid with respect to the Series B Notes by adding such Yield-Maintenance Amount to the principal of the Series B PIK Notes as provided in this Agreement, to be dated the date of issue thereof, to mature on the PIK Note Maturity Date, to accrue interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 9.38% per annum plus any Additional Interest, and on the occurrence and during the continuation of an Event of Default at the rate specified therein and are substantially in the form of Exhibit A-2-B hereto. Interest on any principal of any Series B PIK Note due before the date such principal is due (whether on the PIK Note Maturity Date, by acceleration, optional or mandatory prepayment or otherwise) shall be paid by adding such interest to the principal balance of such Series B PIK Note. The term “Series B PIK Notes” as used herein shall include each Series B PIK Note delivered pursuant to any provision of this Agreement and each Series B PIK Note delivered in substitution or exchange of any such Series B PIK Note pursuant to any such provision.

          1H(3) Series C PIK Notes. The Company will authorize the issue of its Senior Secured PIK Notes, Series C (the “ Series C PIK Notes ”) in an amount sufficient to evidence the aggregate amounts of Additional Interest that it may from time to time pay on the Series C Notes by adding such Additional Interest to the principal of the Series C PIK Notes pursuant to paragraph 1I(i) hereof or this paragraph 1H(3) and any Yield-Maintenance Amount that may be paid with respect to the Series C Notes by adding such Yield-Maintenance Amount to the principal of the Series C PIK Notes as provided in this Agreement, to be dated the date of issue thereof, to mature on the PIK Note Maturity Date, to accrue interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 9.46% per annum plus any Additional Interest, and on the occurrence and during the continuation of an Event of Default at the rate specified therein and are substantially in the form of Exhibit A-3-B hereto. Interest on any principal of any Series C PIK Note due before the date such principal is due (whether on the PIK Note Maturity Date, by acceleration, optional or mandatory prepayment or otherwise) shall be paid by adding such interest to the principal balance of such Series C PIK Note. The term “Series C PIK Notes” as used herein shall include each Series C PIK Note delivered pursuant to any provision of this Agreement and each Series C PIK Note delivered in substitution or exchange of any such Series C PIK Note pursuant to any such provision.

          1H(4) Series D PIK Notes. The Company will authorize the issue of its Senior Secured PIK Notes, Series D (the “ Series D PIK Notes ”) in an amount sufficient to evidence the aggregate amounts of Additional Interest that it may from time to time pay on the Series D Notes by adding such Additional Interest to the principal of the Series D PIK Notes pursuant to paragraph 1I(i) hereof or this paragraph 1H(4) and any Yield-Maintenance Amount that may be paid with respect to the Series D Notes by adding such Yield-Maintenance Amount to the principal of the Series D PIK Notes as provided in this Agreement, to be dated the date of issue thereof, to mature on the PIK Note Maturity Date, to accrue interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 8.73% per annum plus any Additional Interest, and on the occurrence and during the continuation of an Event of Default at the rate specified therein and are substantially in the form of Exhibit A-4-B hereto. Interest on any principal of any Series D PIK Note due before the date such principal is due (whether on the PIK Note Maturity Date, by acceleration, optional or mandatory prepayment or otherwise) shall be paid by adding such interest to the principal balance of such Series D PIK Note. The term “Series D PIK Notes” as used herein shall include each Series D PIK Note delivered pursuant to any provision of this Agreement and each Series D PIK Note delivered in substitution or exchange of any such Series D PIK Note pursuant to any such provision.

          1H(5) Series E PIK Notes. The Company will authorize the issue of its Senior Secured PIK Notes, Series E (the “ Series E PIK Notes ”) in an amount sufficient to evidence the aggregate amounts of Additional Interest that it may from time to time pay on the Series E Notes by adding such Additional Interest to the principal of the Series E PIK Notes pursuant to paragraph 1I(i) hereof or this paragraph 1H(5) and any Yield-Maintenance Amount that may be paid with respect to the Series E Notes by adding such Yield-Maintenance Amount to the principal of the Series E PIK Notes as provided in this Agreement, to be dated the date of issue thereof, to mature on the PIK Note Maturity Date, to accrue interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 8.82% per annum plus any Additional Interest, and on the occurrence and during the continuation of an Event of Default at the rate specified therein and are substantially in the form of Exhibit A-5-B hereto. Interest on any principal of any Series E PIK Note due before the date such principal is due (whether on the PIK Note Maturity Date, by acceleration, optional or mandatory prepayment or otherwise) shall be paid by adding such interest to the principal balance of such Series E PIK Note. The term “Series E PIK Notes” as used herein shall include each Series E PIK Note delivered pursuant to any provision of this Agreement and each Series E PIK Note delivered in substitution or exchange of any such Series E PIK Note pursuant to any such provision.

          1H(6) Series F PIK Notes. The Company will authorize the issue of its Senior Secured PIK Notes, Series F (the “ Series F PIK Notes ”) in an amount sufficient to evidence the aggregate amounts of Additional Interest that it may from time to time pay on the Series F Notes by adding such Additional Interest to the principal of the Series F PIK Notes pursuant to paragraph 1I(i) hereof or this paragraph 1H(6) and any Yield-Maintenance Amount that may be paid with respect to the Series F Notes by adding such Yield-Maintenance Amount to the principal of the Series F PIK Notes as provided in this

Agreement, to be dated the date of issue thereof, to mature on the PIK Note Maturity Date, to accrue interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 9.46% per annum plus any Additional Interest, and on the occurrence and during the continuation of an Event of Default at the rate specified therein and are substantially in the form of Exhibit A-6-B hereto. Interest on any principal of any Series F PIK Note due before the date such principal is due (whether on the PIK Note Maturity Date, by acceleration, optional or mandatory prepayment or otherwise) shall be paid by adding such interest to the principal balance of such Series F PIK Note. The term “Series F PIK Notes” as used herein shall include each Series F PIK Note delivered pursuant to any provision of this Agreement and each Series F PIK Note delivered in substitution or exchange of any such Series F PIK Note pursuant to any such provision. The term “PIK Notes” as used in this Agreement shall mean any Series A PIK Note, any Series B PIK Note, any Series C PIK Note, any Series D PIK Note, any Series E PIK Note and any Series F PIK Note.

          1I. Additional Interest. In addition to the stated interest payable on the Notes as set forth in paragraphs 1A through 1F hereof and in the forms of the Notes, the Company agrees to pay interest on the outstanding principal amount of each Note as follows (the additional interest payable as described in (i), (ii) and (iii) of this paragraph 1I being called “ Additional Interes t”):

     (i) For (a) the period from the Amendment No. 4 Effective Date until the end of the fiscal quarter ending March 31, 2009, and (b) any other fiscal quarter (other than a fiscal quarter immediately following a fiscal quarter as of the end of which the Leverage Ratio was less than 4.25 to 1.00, as demonstrated by evidence provided by the Company to the Holders), the Company agrees to pay interest on the Notes for such period or fiscal quarter, as the case may be, at the rate of 1.25% per annum, payable on the last day of such period or fiscal quarter, as the case may be and, with respect to any such interest on any principal amount of any Note which becomes due (whether on the PIK Maturity Date, by acceleration, optional or mandatory prepayment or otherwise), on the date such principal becomes due. Any Additional Interest payable under this paragraph 1I(i) with respect to any Note on any date before the Refinancing Date shall be payable by adding the amount thereof to the principal of the Related PIK Note, but shall otherwise be payable in cash.

     (ii) (a) If the Leverage Ratio as of the end of the fiscal quarter most recently ended on or before the Refinancing Date is greater than or equal to 4.25 to 1.00, then, for the period from the Refinancing Date until the end of the first fiscal quarter ending after the Refinancing Date, and (b) for any other fiscal quarter ending after the Refinancing Date (other than a fiscal quarter immediately following a fiscal quarter as of the end of which the Leverage Ratio was less than 4.25 to 1.00, as demonstrated by evidence provided by the Company to the Holders), the Company agrees to pay interest on the Notes for such period or fiscal quarter, as the case may be, at the rate of 1.25% per annum, payable on the last day of such period or fiscal quarter, as the case may be and, with respect to any such interest on any principal amount of any Note which becomes due (whether on the maturity date of such Note, by acceleration, optional or mandatory

prepayment or otherwise), on the date such principal becomes due. Any Additional Interest payable under this paragraph 1I(ii) shall be payable in cash.

     (iii) (a) If the Leverage Ratio as of the end of the fiscal quarter ending June 30, 2012 is greater than or equal to 4.00 to 1.00, then, for the fiscal quarter ending September 30, 2012, and (b) for any other fiscal quarter ending after the fiscal quarter ending September 30, 2012 (other than a fiscal quarter immediately following a fiscal quarter as of the end of which the Leverage Ratio was less than 4.00 to 1.00, as demonstrated by evidence provided by the Company to the Holders), the Company agrees to pay interest on the Notes for such fiscal quarter at the rate of 0.50% per annum, payable on the last day of such fiscal quarter and, with respect to any such interest on any principal amount of any Note which becomes due (whether on the maturity date of such Note, by acceleration, optional or mandatory prepayment or otherwise), on the date such principal becomes due; provided, however, that no Additional Interest shall be payable under this clause (iii) for any fiscal quarter for which Additional Interest is payable under clause (ii) of this paragraph 1I. Any Additional Interest payable under this paragraph 1I(iii) shall be payable in cash.

     (iv) The payment of any Additional Interest at any increased rate of interest provided in this paragraph 1I shall not constitute a waiver of any Default or Event of Default.”

          (h)  Paragraph 4A. Required Prepayments. Paragraph 4A of the Agreement is hereby amended and restated in its entirety as follows:

          “ 4A. Required Prepayments.

          (i) Scheduled Prepayments. The Notes of each Series shall be subject to required prepayments, if any, set forth in the Notes of such Series.

          (ii) Additional Required Prepayments .

          (a) Asset Disposition and Recovery Event Prepayments . Upon the receipt by the Company or any Subsidiary of any Net Cash Proceeds of any Asset Disposition or any Recovery Event (except to the extent a Reinvestment Notice shall be delivered in respect of such Recovery Event), then on the date of receipt by the Company or the applicable Subsidiary of such Net Cash Proceeds related thereto (the “Asset Prepayment Date” ), the Company shall immediately prepay an aggregate principal amount of the Notes (other than PIK Notes) that is equal to the product of (x) the amount of the Applicable Percentage of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of all Notes (other than PIK Notes) on such Asset Prepayment Date and the denominator of which is the sum of the outstanding principal amount of all Bank Obligations on such Asset Prepayment Date plus the sum of the outstanding principal amount of all Notes (other than PIK Notes) on such Asset Prepayment Date. For purposes of calculating the Net Cash Proceeds received from an Asset Disposition or from a Recovery Event,

such proceeds shall be determined as of the date of the applicable Asset Disposition or Recovery Event, whether or not received on such date, but no such amount shall be required to be applied to prepayment of the Notes pursuant to this paragraph 4A(ii)(a) until received by the applicable Person. The provisions of this paragraph 4A(ii)(a) do not constitute a consent to the consummation of any Asset Disposition not permitted by paragraph 6C(5).

          (b) Reinvestment Prepayment Date Prepayments . On each Reinvestment Prepayment Date, the Company shall immediately prepay an aggregate principal amount of the Notes (other than PIK Notes) that is equal to the product of (x) the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) a fraction, the numerator of which is the outstanding principal amount of all Notes (other than PIK Notes) on such Reinvestment Prepayment Date and the denominator of which is the sum of the outstanding principal amount of all Bank Obligations on such Reinvestment Prepayment Date plus the sum of the outstanding principal amount of all Notes (other than PIK Notes) on such Reinvestment Prepayment Date.

          (c) Debt Issuance Prepayments . Upon the receipt by the Company or any Subsidiary of any Net Cash Proceeds from the issuance or incurrence of any Debt for borrowed money (excluding any Debt incurred in accordance with clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) or (xii) of paragraph 6C(2)), then on the date of such issuance or incurrence (the “Debt Prepayment Date” ), the Company shall immediately prepay an aggregate principal amount of the Notes (other than the PIK Notes) that is equal to the product of (x) the amount of the Applicable Percentage of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of all Notes (other than PIK Notes) on such Debt Prepayment Date and the denominator of which is the sum of the outstanding principal amount of all Bank Obligations on such Debt Prepayment Date plus the sum of the outstanding principal amount of all Notes (other than PIK Notes) on such Debt Prepayment Date. The provisions of this paragraph 4A(ii)(c) do not constitute a consent to the issuance or incurrence of any Debt by the Company or any of its Subsidiaries not otherwise permitted hereunder.

          (d) Equity Issuance Prepayments . Upon the receipt of the Company or any Subsidiary of any Net Cash Proceeds from the issuance of any Equity Interests, then on the date of receipt by the Company or the applicable Subsidiary of such Net Cash Proceeds related thereto (the “Equity Prepayment Date” ), the Company shall immediately prepay an aggregate principal amount of the Notes (other than the PIK Notes) that is equal to the product of (x) the amount of the Applicable Percentage of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of all Notes (other than PIK Notes) on such Equity Prepayment Date and the denominator of which is the sum of the outstanding principal amount of all Bank Obligations on such Equity Prepayment Date plus the sum of the outstanding principal amount of all Notes (other than PIK Notes) on such Equity Prepayment Date. The provisions of this

paragraph 4A(ii)(d) do not constitute a consent to an Equity Issuance not permitted hereunder.

          (e) Additional Required Prepayment Provisions . Prepayment of the Notes to be prepaid pursuant to this paragraph 4A(ii) shall be at 100% of the principal amount so prepaid, together with interest accrued on the principal amount being prepaid and any Yield-Maintenance Amount with respect thereto; provided, that, no Yield-Maintenance Amount shall be due with respect to the prepayment of Notes from the Net Cash Proceeds of Recovery Events, except to the extent that the aggregate principal amount of the Notes prepaid under this paragraph 4A(ii) from the Net Cash Proceeds of Recovery Events exceeds $20,000,000. The principal amount of any Note prepaid pursuant to this paragraph 4A(ii) shall be applied and reduce the required prepayments of such Note referred to in paragraph 4A(i) hereof in the inverse order of their scheduled due dates. Notwithstanding anything to the contrary contained in this Agreement, prior to the Refinancing Date, any Yield-Maintenance Amount due and payable with respect to any such prepayment of any Note pursuant to this paragraph 4A(ii) shall be paid by adding the amount thereof to the outstanding amount of the Related PIK Note.

          (f) Certain Recovery Amounts . To the extent that the Company or any Subsidiary receives proceeds from any Recovery Event in excess of $10,000,000, such proceeds shall be delivered to the Collateral Agent to be held as Cash Collateral for the Bank Obligations and the Obligations in accordance with the Intercreditor Agreement.

          (iii) Inability to Make Required Prepayments . The fact that the Company does not or is unable for any reason to make any prepayment of the Notes required under this paragraph 4A at the time required, including, without limitation, because the Company is unable to borrow funds necessary to make such prepayment under the Bank Agreement, shall not prevent such failure to make such prepayment from constituting an Event of Default.”

          (i)  Paragraph 4D. Application of Prepayments. Paragraph 4D of the Agreement is hereby amended and restated in its entirety as follows:

          “4D. Application of Prepayments. Upon any partial prepayment of the Notes of any Series pursuant to paragraph 4A(i), the amount so prepaid shall be allocated to all outstanding Notes of such Series (including, for the purpose of this paragraph 4D only, all Notes prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates other than by prepayment pursuant to paragraph 4A, 4B or 4F) in proportion to the respective outstanding principal amounts thereof. Upon any partial prepayment of the Notes pursuant to paragraph 4B, the amount to be prepaid shall be applied pro rata to all outstanding Notes of all Series according to the respective unpaid principal amounts thereof.”

          (j)  Paragraph 4F. Offer to Prepay Notes in the Event of Excess Cash Flow. Paragraph 4F of the Agreement is hereby amended and restated in its entirety as follows:

          “4F. Offer to Prepay Notes in the Event of Excess Cash Flow.

          (i) Notice of Offer to Prepay Notes . The Company will, at least 10 days prior to each Excess Cash Flow Prepayment Date, give written notice thereof to each Holder. Such notice shall contain and constitute an offer to prepay the Notes as described in paragraph 4F(iii) and shall be accompanied by the certificate described in paragraph 4F(vi).

          (ii) Notice of Acceptance of Offer under Paragraph 4F(i) . If the Company shall at any time receive an acceptance to an offer to prepay Notes under paragraph 4F(i) from some, but not all, of the Holders, then the Company will, within two Business Days after the receipt of such acceptance, give written notice of such acceptance to each other Holder which has notified the Company that it requests to receive notices under this paragraph 4F(ii).

          (iii) Offer to Prepay Notes . The offer to prepay Notes contemplated by paragraph 4F(i) shall be an offer to prepay, in accordance with and subject to this paragraph 4F, on the Excess Cash Flow Prepayment Date, a principal amount of the Notes (other than PIK Notes) held by each Holder (in this case only, “Holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) that is equal to the product of (x) the Excess Cash Flow Prepayment Amount and (y) a fraction, the numerator of which is the outstanding principal amount of Notes (other than PIK Notes) held by such Holder on such Excess Cash Flow Prepayment Date and the denominator of which is the sum of the outstanding principal amount of all Bank Obligations on such Excess Cash Flow Prepayment Date plus the sum of the outstanding principal amount of all Notes (other than PIK Notes) on such Excess Cash Flow Prepayment Date.

          (iv) Acceptance . A Holder may accept the offer to prepay made pursuant to paragraph 4F(i) by causing a notice of such acceptance to be delivered to the Company prior to the Excess Cash Flow Prepayment Date. A failure by a Holder to so respond to an offer to prepay made pursuant to this paragraph 4F prior to the Excess Cash Flow Prepayment Date shall be deemed to constitute an acceptance of such offer by such Holder.

          (v) Prepayment . Prepayment of the Notes to be prepaid pursuant to this paragraph 4F shall be at 100% of the principal amount so prepaid, together with interest on such Notes accrued to the date of prepayment with respect to each such Note without any Yield-Maintenance Amount. The prepayment shall be made on the Excess Cash Flow Prepayment Date. The principal amount of any Note prepaid pursuant to this paragraph 4F shall be applied and reduce the required prepayments of such Note referred to in paragraph 4A(i) hereof in the inverse order of their scheduled due dates.

          (vi) Officer’s Certificate . Each offer to prepay the Notes pursuant to this paragraph 4F shall be accompanied by a certificate, executed by a Responsible Officer of the Company and dated the date of such offer, specifying (i) the Excess Cash Flow Prepayment Date, (ii) the date that such offer is made pursuant to this paragraph 4F, (iii) the principal amount of each Note offered to be prepaid, (iv) the interest that would be due on each Note offered to be prepaid, (v) that the conditions of this paragraph 4F have been fulfilled, and (vi) in reasonable detail, the calculation of the Excess Cash Flow relating to such Excess Cash Flow Prepayment Date and the details of the calculation of the amount of the Notes offered to be prepaid.”

          (k)  Paragraph 5A. Reporting Requirements. Paragraph 5A of the Agreement is hereby amended by (i) deleting the “and” at the end of clause (x), (ii) amending and restating clause (xi), (iii) adding new clauses (xii), (xiii), (xiv) and (xv) at the end thereof, (iv) deleting the second to the last paragraph therein and (v) amending and restating the last paragraph in its entirety as follows:

          “(xi) Monthly Financials, Operating Report and Cash Flow Budget . As soon as available and in any event within 35 days after the end of each month of each calendar year of the Company, commencing with the month ending February 28, 2009, (a) an unaudited Consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and unaudited Consolidated statements of operations, changes in partners’ capital and cash flows of the Company and its Subsidiaries for the period commencing at the end of the preceding fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the actual to budgeted performance, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by the chief financial officer, chief accounting officer or Vice President — Finance of the Ultimate General Partner as having been prepared in accordance with GAAP, together with a certificate of said officer stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Company proposes to take with respect thereto, (b) an operating report containing the information specified on Schedule 5A hereto and (c) a rolling 13 week cash flow budget in form mutually satisfactory to the Required Holder(s) and the Company, including forecasts of receipts and disbursements prepared by management of the Company and a comparison of actual to budgeted performance;

          (xii) Interests in Real Property . As soon as available, but in any event (a) within 60 days after the end of each fiscal quarter of each fiscal year of the Company, commencing with the fiscal quarter ending March 31, 2009, a summary of substantially all new real property interests (including owned and leased properties, easements and other property interests) acquired and recorded by the Company or any Subsidiary (“ Newly Acquired Real Property Report ”) during the preceding fiscal quarter and (b) within 90 days after the Amendment No. 4 Effective Date, a report on the progress of completing the post-closing requirements set forth in paragraph 5W;

          (xiii) Capital Expenditures . As soon as available, but in any event within 45 days after the end of each fiscal quarter of each fiscal year of the Company, commencing with the fiscal quarter ending March 31, 2009, a report detailing Capital Expenditures (i) actually made during such fiscal year of the Company compared to the budgeted amount therefor and (ii) projected for the remainder of such fiscal year;

          (xiv) Annual Budget . As soon as available, but in any event within 60 days after the end of each fiscal year of the Company, an annual business plan and budget of the Company and its Subsidiaries on a Consolidated basis, prepared on a basis consistent with past practices, including forecasts prepared by management of the Company, in form reasonably satisfactory to the Required Holder(s); and

          (xv) Other Information . Promptly upon request, such additional information regarding the financial position, assets or business (including with respect to environmental matters) of the Company or any Subsidiary as any Holder may reasonably request from time to time.

Together with any financial statements delivered under clauses (i) or (ii) hereof, the Company shall deliver a schedule showing the interest accrued on the Notes during such fiscal quarter and showing the computations in reasonable detail.”

          (l)  Paragraph 5R. Newly Acquired Real Property. Paragraph 5R of the Agreement is hereby amended and restated in its entirety as follows:

     “ Paragraph 5R. Newly Acquired Real Property. Within 90 days (or such longer period as permitted by the Collateral Agent in its sole discretion) after each Newly Acquired Real Property Report is due, but in any event within 180 days after each Newly Acquired Real Property Report is due, the Collateral Agent and the Holders shall have received deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and leasehold deeds of trust, in form reasonably satisfactory to the Collateral Agent and its counsel and counsel for the Required Holder(s), covering all real property interests owned by the Company and each Guarantor as reflected on the Newly Acquired Real Property Report (other than any such real property that the Collateral Agent and the Required Holder(s) each determines a perfected Lien is unnecessary due to the cost in relation to the benefit; provided, however, that such determination by the Required Holder(s) shall not be required so long as the aggregate amount of the cost of all real property with respect to which the Collateral Agent has determined under this paragraph 5R a lien is unnecessary does not exceed $5,000,000), duly executed by the Company or such Subsidiary.”

          (m)  Paragraph 5S. Leverage Fee. A new paragraph 5S is hereby added to the end of paragraph 5 to read as follows:

     “ Paragraph 5S. Leverage Fee. The Company shall either make (a)(i) prepayments of principal under the Bank Agreement resulting in corresponding lending commitment reductions under the Bank Agreement in accordance with Section 2.04(b)(vi) of the Bank Agreement (other than as a result of Section 2.04(b)(viii) of the

Bank Agreement) and (ii) corresponding payments of principal of the Notes (other than PIK Notes) in accordance with paragraph 4A(ii) and/or (b)(i) prepayments of principal under the Bank Agreement resulting in corresponding lending commitment reductions under the Bank Agreement in accordance with Section 2.03(a) of the Bank Agreement and (ii) prepayments of principal of the Notes (other than PIK Notes) in accordance with paragraph 4B, but only if any lending commitment reductions under the Bank Agreement occur simultaneously with a pro rata (in accordance with the relative outstanding principal amount of the Bank Obligations and the Notes (other than PIK Notes)) prepayment of the Notes (other than PIK Notes) under paragraph 4B, in at least the cumulative amounts and on or before the dates set forth on the Leverage Fee Grid or the Company will pay to each Holder a leverage fee equal to the product of aggregate outstanding principal amount of the Notes (other than PIK Notes) held by such Holder in effect on the date set forth on the Leverage Fee Grid and the applicable percentage set forth on the Leverage Fee Grid (collectively, the “Leverage Fee” ). Notwithstanding anything to the contrary contained herein, payments made and corresponding commitment reductions related thereto under Sections 2.03(c) and 2.04(b)(viii) of the Bank Agreement or the required prepayments of the Notes under paragraphs 4A(i) and 4F shall not be included to determine Company’s compliance with this paragraph 5S. Such Leverage Fee shall be fully earned on the date indicated but shall be due and payable on the Refinancing Date. The receipt by the Holders of any Leverage Fee shall not constitute a waiver of any Default or Event of Default.

          To the extent that a consent from the Required Holder(s) is necessary in order to permit a certain Asset Disposition for which the Net Cash Proceeds are to be included in the calculation of cumulative prepayments required hereunder, the Holders shall not charge a fee; provided, however, such agreement not to charge a consent fee shall be limited to a consent for which the sole purpose is to permit such Asset Disposition notwithstanding the $10,000,000 limitation in paragraph 6C(5)(vii).”

          (n)  Paragraph 5T. Recalculation of Leverage Ratio. A new paragraph 5T is hereby added to the end of paragraph 5 to read as follows:

     “ Paragraph 5T. Recalculation of Leverage Ratio. If, as a result of any restatement of or other adjustment to the financial statements of the Company, the Company or the Required Holder(s) determine in good faith that (i) the Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in greater Additional Interest for such period, the Company shall immediately and retroactively be obligated to pay to the Holders, promptly on demand by the Required Holder(s) (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States, automatically and without further action by any Holder), an amount equal to the excess of the amount of Additional Interest that should have been paid for such period that is greater than the amount of Additional Interest actually paid by the Company for such period. This paragraph shall not limit the rights of any Holder under any other provision of this Agreement. The Company’s obligations under this paragraph shall survive the repayment of all Obligations hereunder.”

          (o) Paragraph 5U. Quarterly Update Calls. A new paragraph 5U is hereby added to the end of paragraph 5 to read as follows:

     “ Paragraph 5U. Quarterly Update Calls. The Company shall have a periodic update call with the Holders within 45 days after the last Business Day of each fiscal quarter of the Company (or at another time reasonably requested by the Required Holder(s)) to discuss matters reasonably requested by the Required Holder(s) including but not limited to progress updates on the Company’s strategic alternatives.”

          (p) Paragraph 5V. Cash Management Accounts. A new paragraph 5V is hereby added to the end of paragraph 5 to read as follows:

     “ Paragraph 5V. Cash Management Accounts. The Company shall and cause its Subsidiaries to maintain its deposit accounts, disbursement accounts and other cash management accounts (collectively, the “ Cash Management Accounts ”) with a Bank or an Affiliate of a Bank which is a party to the Intercreditor Agreement, provided , however , to the extent that a Cash Management Account is with a Bank or an Affiliate of a Bank that ceases to be a party to the Bank Agreement Documents, the Company shall cause such account to be transferred to another Bank or closed within 30 days.”

          (q) Paragraph 5W. Post-Closing Covenants. A new paragraph 5W is hereby added to the end of paragraph 5 to read as follows:

          “ Paragraph 5W. Post-Closing Covenants.

     (a) Within 90 days (or such longer period as permitted by the Collateral Agent in its sole discretion) after the Amendment No. 4 Effective Date, but in any event within 180 days after the Amendment No. 4 Effective Date, the Company shall deliver to the Collateral Agent and the Holders the following:

     (i) deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and leasehold deeds of trust, in form reasonably satisfactory to the Collateral Agent and its counsel and counsel for the Required Holder(s), and covering all unencumbered property interests held by the Company and each Guarantor as reflected on the Perfection Certificate (other than any such real property that the Collateral Agent and the Required Holder(s) each determines a perfected Lien is unnecessary due to the cost in relation to the benefit; provided, however, that such determination by the Required Holder(s) shall not be required so long as the aggregate amount of the cost of all real property with respect to which the Collateral Agent has determined under this paragraph 5W(i) a lien is unnecessary does not exceed $10,000,000), duly executed by the Company or such Guarantor;

     (ii) account control agreements in form reasonably satisfactory to the Collateral Agent and counsel to the Required Holder(s) and duly executed by the appropriate parties with respect to each deposit account and each securities account of the Company and each Subsidiary that is not already the subject to an account control agreement in favor of the Collateral Agent; and

     (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Holders, the Banks and the Administrative Agent under the Bank Agreement, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Company and its Subsidiaries that constitute Collateral.

     (b) Within 5 Business Days after the Amendment No. 4 Effective Date, the Company shall deliver to each Holder duly executed (i) amended and restated Notes to reflect the amendments thereto made in Amendment No. 4 and (ii) Related PIK Notes.

     (c) Within 45 days after the Amendment No. 4 Effective Date, the Company shall deliver to the Collateral Agent and the Holders, a complete and duly executed updated Perfection Certificate in form and substance reasonably satisfactory to counsel to the Holders.”

          (r) Paragraph 6A(1). Capital Expenditures. Paragraph 6A(1) of the Agreement is hereby amended and restated in its entirety as follows:

     “ Paragraph 6A(1). Capital Expenditures. The Company will not, or permit any Subsidiary to, make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Company and its Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year;

provided , however ; that (i) any amounts of permitted Capital Expenditures not made during any fiscal year may be carried forward and expended during the subsequent fiscal year, (ii) Capital Expenditures in the amount of $18,400,000 that, in accordance with GAAP, have been accrued by the Company on its financial statements for the fiscal year ended December 31, 2008 but made in 2009 shall be excluded when calculating the Capital Expenditures made in 2009, and (iii) the limitation on Capital Expenditures set forth above for fiscal year 2010 and thereafter shall not apply after the Leverage Ratio as of the end of each fiscal quarter for four consecutive fisca