EXHIBIT 10.1 EXECUTION COPY SENIOR SUBORDINATED SERIES B UNIT PURCHASE AGREEMENT BY AND AMONG CROSSTEX ENERGY, L.P. AND THE PURCHASERS PARTY HERETO

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Title: EXHIBIT 10.1 EXECUTION COPY SENIOR SUBORDINATED SERIES B UNIT PURCHASE AGREEMENT BY AND AMONG CROSSTEX ENERGY, L.P. AND THE PURCHASERS PARTY HERETO
Governing Law: Texas Date: 10/19/2005
Industry: Natural Gas Utilities Law Firm: Vinson & Elkins L.L.P.; Blackwell Sanders Peper Martin LLP; Baker Botts L.L.P.; Vinson & Elkins L.L.P.; Blackwell Sanders Peper Martin LLP; Baker Botts L.L.P. Sector: Utilities

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EXHIBIT 10.1

EXECUTION COPY

SENIOR SUBORDINATED SERIES B UNIT

PURCHASE AGREEMENT

BY AND AMONG

CROSSTEX ENERGY, L.P.

AND

THE PURCHASERS PARTY HERETO

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TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS

Section 1.01 Definitions....................................................... 1

Section 1.02 Accounting Procedures and Interpretation.......................... 5

ARTICLE II

AGREEMENT TO SELL AND PURCHASE

Section 2.01 Authorization of Sale of Senior Subordinated Series B Units....... 5

Section 2.02 Sale and Purchase................................................. 5

Section 2.03 Closing........................................................... 6

Section 2.04 Conditions to the Closing......................................... 6

Section 2.05 Crosstex Deliveries............................................... 7

Section 2.06 Purchasers' Deliveries............................................ 8

ARTICLE III

REPRESENTATIONS AND WARRANTIES

RELATED TO CROSSTEX

Section 3.01 Corporate Existence................................................ 8

Section 3.02 Capitalization and Valid Issuance of Purchased Units............... 9

Section 3.03 Crosstex SEC Documents............................................. 10

Section 3.04 No Material Adverse Change......................................... 11

Section 3.05 Litigation......................................................... 11

Section 3.06 No Conflicts....................................................... 11

Section 3.07 Authority, Enforceability.......................................... 12

Section 3.08 Approvals.......................................................... 12

Section 3.09 MLP Status......................................................... 12

Section 3.10 Investment Company Status.......................................... 12

Section 3.11 Certain Fees....................................................... 13

Section 3.12 No Side Agreements................................................. 13

Section 3.13 Material Agreements................................................ 13

Section 3.14 PUHCA.............................................................. 13

ARTICLE IV

REPRESENTATIONS AND WARRANTIES AND COVENANTS

OF THE PURCHASERS

Section 4.01 Existence.......................................................... 13

Section 4.02 Authorization, Enforceability...................................... 13

Section 4.03 No Breach.......................................................... 14

Section 4.04 Certain Fees....................................................... 14

Section 4.05 No Side Agreements................................................. 14

Section 4.06 Unregistered Securities............................................ 14

Section 4.07 Lock-Up............................................................ 15

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ARTICLE V

INDEMNIFICATION, COSTS AND EXPENSES

Section 5.01 Indemnification by Crosstex....................................... 15

Section 5.02 Indemnification by the Purchasers................................. 15

Section 5.03 Indemnification Procedure......................................... 16

ARTICLE VI

MISCELLANEOUS

Section 6.01 Interpretation and Survival of Provisions......................... 17

Section 6.02 Survival of Provisions............................................ 17

Section 6.03 No Waiver; Modifications in Writing............................... 17

Section 6.04 Binding Effect; Assignment........................................ 18

Section 6.05 Non-Disclosure.................................................... 18

Section 6.06 Communications.................................................... 18

Section 6.07 Removal of Legend................................................. 20

Section 6.08 Entire Agreement.................................................. 20

Section 6.09 Governing Law..................................................... 20

Section 6.10 Execution in Counterparts......................................... 20

Section 6.11 Termination....................................................... 21

Exhibit A -- Form of Registration Rights Agreement

Exhibit B -- Form of Opinion of Crosstex Counsel

Exhibit C -- Form of Fourth Amended and Restated Agreement of Limited Partnership

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SENIOR SUBORDINATED SERIES B UNIT PURCHASE AGREEMENT

This SENIOR SUBORDINATED SERIES B UNIT PURCHASE AGREEMENT, dated as of

October 18, 2005 (this "Agreement"), is by and between CROSSTEX ENERGY, L.P., a

Delaware limited partnership ("Crosstex"), and each of the purchasers set forth

in Schedule A hereto ("the Purchasers").

WHEREAS, on August 8, 2005, Crosstex entered into a definitive purchase

agreement, (the "SoLa Asset Acquisition Agreement") with El Paso Corporation, a

Delaware corporation, to acquire, directly or indirectly, 100% of the equity

interests in CFS Louisiana Midstream Company, El Paso Dauphin Island Company,

L.L.C. and Sabine Pass Plant Facility Joint Venture, from El Paso Corporation

(the "SoLa Asset Acquisition");

WHEREAS, Crosstex desires to finance a portion of the SoLa Asset

Acquisition through the sale of Senior Subordinated Series B Units to the

Purchasers and the Purchasers desire to collectively purchase such Senior

Subordinated Series B Units from Crosstex in accordance with the provisions of

this Agreement.

WHEREAS, Crosstex has agreed to provide the Purchasers with certain

registration rights with respect to the Common Units underlying the Senior

Subordinated Series B Units acquired pursuant hereto.

NOW THEREFORE, in consideration of the mutual covenants and agreements set

forth herein and for good and valuable consideration, the receipt of which is

hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, and unless the

context requires a different meaning, the following terms have the meanings

indicated:

"Affiliate" means, with respect to a specified Person, any other Person,

directly or indirectly controlling, controlled by or under direct or indirect

common control with such specified Person. For purposes of this definition,

"control" (including, with correlative meanings, "controlling", "controlled by",

and "under common control with") means the power to direct or cause the

direction of the management and policies of such Person, directly or indirectly,

whether through the ownership of voting securities, by contract or otherwise.

"Allocated Purchase Price" means with respect to each Purchaser, the

number of Purchased Units multiplied by the Senior Subordinated Series B Unit

Price.

"Anniversary Date" means 135 days from the Closing Date.

"Basic Documents" means, collectively, this Agreement, the Registration

Rights Agreement, the Partnership Agreement, the Non-Disclosure Agreements and

any and all other agreements or instruments executed and delivered to the

Purchasers by Crosstex or any Subsidiary of Crosstex hereunder or thereunder.

<PAGE>

"Business Day" means any day other than a Saturday, Sunday, or a legal

holiday for commercial banks in Houston, Texas.

"Closing" shall have the meaning specified in Section 2.03.

"Closing Date" shall have the meaning specified in Section 2.03.

"Commission" means the United States Securities and Exchange Commission.

"Common Units" means the common units representing limited partner

interests in Crosstex.

"Crosstex" has the meaning set forth in the introductory paragraph.

"Crosstex Credit Facility" means the Third Amended and Restated Credit

Agreement dated as of March 31, 2005, by and among Crosstex, Crosstex Energy

Services, L.P. and the lenders named therein.

"Crosstex Financial Statements" shall have the meaning specified in

Section 3.03.

"Crosstex Master Shelf Agreement" means the Amended and Restated Senior

Secured Notes Master Shelf Agreement, dated as of March 31, 2005 among Crosstex

Energy, L.P., Crosstex Energy Services, L.P., Prudential Investment Management,

Inc. and certain other parties, as amended by the Letter Amendment No. 1 to the

Master Shelf Agreement, dated June 22, 2005.

"Crosstex Material Adverse Effect" means any material and adverse effect

on (a) the assets, liabilities, financial condition, business, operations,

affairs or prospects of Crosstex and its Subsidiaries taken as a whole; (b) the

ability of Crosstex and its Subsidiaries taken as a whole to carry out their

business as such business is conducted as of the date hereof or to meet their

obligations under the Basic Documents on a timely basis; or (c) the ability of

Crosstex to consummate the transactions under any Basic Document; provided,

however, that a Crosstex Material Adverse Effect shall not include any material

and adverse effect on the foregoing to the extent such material and adverse

effect results from, arises out of, or relates to (x) a general deterioration in

the economy or changes in the general state of the industries in which the

Crosstex Parties operate, except to the extent that the Crosstex Parties, taken

as a whole, are adversely affected in a disproportionate manner as compared to

other industry participants, (y) the outbreak or escalation of hostilities

involving the United States, the declaration by the United States of a national

emergency or war or the occurrence of any other calamity or crisis, including

acts of terrorism, or (z) any change in accounting requirements or principles

imposed upon Crosstex and its Subsidiaries or their respective businesses or any

change in applicable Law, or the interpretation thereof.

"Crosstex Parties" means Crosstex, the General Partner, and all of

Crosstex's Subsidiaries.

"Crosstex Related Parties" shall have the meaning specified in Section

5.02.

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"Crosstex SEC Documents" shall have the meaning specified in Section 3.03.

"Delaware LP Act" shall have the meaning specified in Section 3.02.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from

time to time, and the rules and regulations of the Commission promulgated

thereunder.

"GAAP" means generally accepted accounting principles in the United States

of America in effect from time to time.

"General Partner" means Crosstex Energy GP, L.P., a Delaware limited

partnership, and includes Crosstex Energy GP, LLC, a Delaware limited liability

company and the general partner of Crosstex Energy GP, L.P.

"Governmental Authority" means, with respect to a particular Person, any

country, state, county, city and political subdivisions in which such Person or

such Person's Property is located or which exercises valid jurisdiction over any

such Person or such Person's Property, and any court, agency, department,

commission, board, bureau or instrumentality of any of them and any monetary

authority which exercises valid jurisdiction over any such Person or such

Person's Property. Unless otherwise specified, all references to Governmental

Authority herein with respect to Crosstex means a Governmental Authority having

jurisdiction over Crosstex, its Subsidiaries or any of their respective

Properties.

"Indemnified Party" shall have the meaning specified in Section 5.03.

"Indemnifying Party" shall have the meaning specified in Section 5.03.

"Law" means any federal, state, local or foreign order, writ, injunction,

judgment, settlement, award, decree, statute, law, rule or regulation.

"Lien" means any interest in Property securing an obligation owed to, or a

claim by, a Person other than the owner of the Property, whether such interest

is based on the common law, statute or contract, and whether such obligation or

claim is fixed or contingent, and including but not limited to the lien or

security interest arising from a mortgage, encumbrance, pledge, security

agreement, conditional sale or trust receipt or a lease, consignment or bailment

for security purposes. For the purpose of this Agreement, a Person shall be

deemed to be the owner of any Property which it has acquired or holds subject to

a conditional sale agreement, or leases under a financing lease or other

arrangement pursuant to which title to the Property has been retained by or

vested in some other Person in a transaction intended to create a financing.

"NASDAQ" means the NASDAQ National Market.

"Non-Disclosure Agreements" means (a) the non-disclosure agreements (i)

between Crosstex and Kayne Anderson MLP Investment Company dated April 30, 2005,

(ii) between Crosstex and Kayne Anderson Capital Advisors, L.P. dated September

6, 2005, (iii) between Crosstex and Tortoise Energy Capital Corp and (iv)

between Crosstex and Tortoise Energy Infrastructure Corporation and (b) the

master confidentiality agreement between Banc of America Securities LLC and

Fiduciary/Claymore Opportunity Fund dated September 2, 2005.

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"Partnership Agreement" means the Third Amended and Restated Agreement of

Limited Partnership of Crosstex dated as of June 24, 2005, as amended from time

to time, including as of the Closing Date.

"Partnership Securities" means any class or series of equity interest in

Crosstex (but excluding any options, rights, warrants and appreciation rights

relating to an equity interest in Crosstex), including without limitation Common

Units, Senior Subordinated Units, Subordinated Units (as defined in the

Partnership Agreement) and Incentive Distribution Rights (as defined in the

Partnership Agreement).

"Permits" means, with respect to Crosstex or any of its Subsidiaries, any

licenses, permits, variances, consents, authorizations, waivers, grants,

franchises, concessions, exemptions, orders, registrations and approvals of

Governmental Authorities or other Persons necessary for the ownership, leasing,

operation, occupancy or use of its Properties or the conduct of its businesses

as currently conducted.

"Person" means any individual, corporation, company, voluntary

association, partnership, joint venture, trust, limited liability company,

unincorporated organization or government or any agency, instrumentality or

political subdivision thereof, or any other form of entity.

"Property" means any interest in any kind of property or asset, whether

real, personal or mixed, or tangible or intangible.

"Purchase Price" means $105,000,078.60 which is the aggregate of each

Purchaser's Allocated Purchase Price as set forth on Schedule A hereto.

"Purchased Units" means with respect to each Purchaser, the number of

Senior Subordinated Series B Units as set forth on Schedule A hereto.

"Purchaser" has the meaning set forth in the introductory paragraph.

"Purchaser Related Parties" shall have the meaning specified in Section

5.01.

"Registration Rights Agreement" means the Registration Rights Agreement,

to be entered into at the Closing, between Crosstex and the Purchasers in the

form attached hereto as Exhibit A.

"Representatives" of any Person means the officers, directors, employees,

agents, counsel, accountants, investment bankers and other representatives of

such Person.

"Securities Act" means the Securities Act of 1933, as amended from time to

time, and the rules and regulations of the Commission promulgated thereunder.

"Senior Secured Credit Facility" means a Senior Secured Credit Facility on

the terms set forth in the Commitment Letter dated August 27, 2005 and the

related term sheet, each of which has previously been provided to the

Purchasers.

"Senior Subordinated Series B Unit Price" means $36.84.

<PAGE>

"Senior Subordinated Series B Units" means the senior subordinated Series

B units representing limited partner interests in Crosstex and any Common Units

into which such Senior Subordinated Series B Units convert.

"Senior Subordinated Units" means the senior subordinated units

representing limited partner interests in Crosstex.

"SoLa Asset Acquisition" shall have the meaning specified in the recitals.

"SoLa Asset Acquisition Agreement" shall have the meaning specified in the

recitals.

"Subordinated Units" means the subordinated units representing limited

partner interests in Crosstex.

"Subsidiary" means, as to any Person, any corporation or other entity of

which: (i) such Person or a Subsidiary of such Person is a general partner or

manager; or (ii) at least a majority of the outstanding equity interest having

by the terms thereof ordinary voting power to elect a majority of the board of

directors or similar governing body of such corporation or other entity

(irrespective of whether or not at the time any equity interest of any other

class or classes of such corporation or other entity shall have or might have

voting power by reason of the happening of any contingency) is at the time

directly or indirectly owned or controlled by such Person or one or more of its

Subsidiaries.

Section 1.02 Accounting Procedures and Interpretation. Unless otherwise

specified herein, all accounting terms used herein shall be interpreted, all

determinations with respect to accounting matters hereunder shall be made, and

all Crosstex Financial Statements and certificates and reports as to financial

matters required to be furnished to the Purchasers hereunder shall be prepared,

in accordance with GAAP applied on a consistent basis during the periods

involved (except as may be indicated in the notes thereto or, in the case of

unaudited statements, as permitted by Form 10-Q promulgated by the Commission)

and in compliance as to form in all material respects with applicable accounting

requirements and with the published rules and regulations of the Commission with

respect thereto.

ARTICLE II

AGREEMENT TO SELL AND PURCHASE

Section 2.01 Authorization of Sale of Senior Subordinated Series B Units.

Crosstex has authorized the issuance and sale to the Purchasers of the Purchased

Units.

Section 2.02 Sale and Purchase. Subject to the terms and conditions

hereof, Crosstex hereby agrees to issue and sell to each Purchaser, and each

Purchaser hereby agrees to purchase from Crosstex, the number of Purchased Units

as set forth on Schedule A (such number of Purchased Units set forth thereon

with respect to each Purchaser), and each Purchaser agrees to pay Crosstex its

Allocated Purchase Price.

Section 2.03 Closing. Subject to the terms and conditions hereof, the

consummation of the purchase and sale of the Purchased Units hereunder (the

"Closing") shall take place at the offices of Vinson & Elkins, L.L.P., First

City Tower, 1001 Fannin, Houston, Texas 77002,

<PAGE>

concurrently with the closing of the Senior Secured Credit Facility and the SoLa

Asset Acquisition (the date of such closings, the "Closing Date").

Section 2.04 Conditions to the Closing.

(a) Mutual Conditions. The respective obligations of each party to

consummate the purchase and issuance and sale of the Purchased Units shall be

subject to the satisfaction on or prior to the Closing Date of each of the

following conditions (any or all of which may be waived by a particular party on

behalf of itself in writing, in whole or in part, to the extent permitted by

applicable Law):

(i) no statute, rule, order, decree or regulation shall have

been enacted or promulgated, and no action shall have been taken, by any

Governmental Authority of competent jurisdiction which temporarily,

preliminarily or permanently restrains, precludes, enjoins or otherwise

prohibits the consummation of the transactions contemplated hereby or makes the

transactions contemplated hereby illegal;

(ii) there shall not be pending any suit, action or proceeding

by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit

the transactions contemplated by this Agreement; and

(iii) a notification form and supporting documentation, if

any, related to the Common Units issuable on conversion of the Purchased Units

shall have been filed with the NASDAQ.

(b) Purchasers' Conditions. The obligation of each Purchaser to

consummate the purchase of the Purchased Units shall be subject to the

satisfaction on or prior to the Closing Date of each of the following conditions

(any or all of which may be waived by such Purchaser in writing, in whole or in

part, to the extent permitted by applicable Law):

(i) Crosstex shall have given each Purchaser at least two (2)

Business Days prior written notice of the Closing Date;

(ii) Since the date of this Agreement, no Crosstex Material

Adverse Effect shall have occurred and be continuing;

(iii) Crosstex shall have consummated the SoLa Asset

Acquisition pursuant to the SoLa Asset Acquisition Agreement, and acquired the

Acquired Companies and each of the Acquired Company Assets (as each is defined

in the SoLa Asset Acquisition Agreement);

(iv) Crosstex shall have executed the Senior Secured Credit

Facility;

(v) Crosstex shall have performed and complied with the

covenants and agreements contained in this Agreement which are required to be

performed and complied with by Crosstex on or prior to the Closing Date;

<PAGE>

(vi) The representations and warranties of Crosstex contained

in this Agreement that are qualified by materiality or Crosstex Material Adverse

Effect shall be true and correct as of the Closing Date and all other

representations and warranties shall be true and correct in all material

respects as of the Closing Date (except that representations made as of a

specific date shall be required to be true and correct as of such date only);

(vii) Crosstex shall have delivered, or caused to be

delivered, to the Purchasers at the Closing, Crosstex's closing deliveries

described in Section 2.05;

(viii) Crosstex shall have amended the Partnership Agreement

in the form attached as Exhibit C hereto to provide for the issuance of the

Senior Subordinated Series B Units.

the sale of the Purchased Units to each Purchaser shall be subject to the

satisfaction on or prior to the Closing Date of the condition (which may be

waived by Crosstex in writing, in whole or in part, to the extent permitted by

applicable Law) that the representations and warranties of such Purchaser

contained in this Agreement shall be true and correct in all material respects

at and as of the Closing Date (except that representations made as of a specific

date shall be required to be true and correct as of such date only).

Section 2.05 Crosstex Deliveries. At the Closing, subject to the terms and

conditions hereof, Crosstex will deliver, or cause to be delivered, to the

Purchasers:

(a) A certificate or certificates representing the Purchased Units

(bearing the legend set forth in Section 4.05(e)) and meeting the requirements

of the Partnership Agreement, free and clear of any Liens, other than transfer

restrictions under applicable federal and state securities laws;

(b) Copies of the Certificate of Limited Partnership of (i) Crosstex

and (ii) Crosstex Energy GP, L.P. and of the Certificate of Formation of

Crosstex Energy GP, LLC, each certified by the Secretary of State of the

jurisdiction of its formation as of a recent date;

Delaware, dated a recent date, that Crosstex is in good standing;

(d) A cross-receipt executed by Crosstex and delivered to the

Purchasers certifying that it has received the Purchase Price as of the Closing

Date;

(e) An opinion addressed to the Purchasers from legal counsel to

Crosstex, dated as of the Closing, in the form and substance attached hereto as

Exhibit B;

(f) The Registration Rights Agreement in substantially the form

attached hereto as Exhibit A, which shall have been duly executed by Crosstex;

(g) A certificate, dated the Closing Date and signed by (x) the

Chief Executive Officer and (y) the Chief Financial Officer of Crosstex Energy

GP, LLC, in their capacities as such, stating that:

<PAGE>

(i) Crosstex has performed and complied with the covenants and

agreements contained in this Agreement that are required to be performed

and complied with by Crosstex on or prior to the Closing Date;

(ii) The representations and warranties of Crosstex contained

in this Agreement that are qualified by materiality or Crosstex Material

Adverse Effect were true and correct when made and as of the Closing Date

and all other representations and warranties were true and correct in all

material respects when made and are true and correct in all material

respects as of the Closing Date, in each case as though made at and as of

the Closing Date (except that representations made as of a specific date

shall be required to be true and correct as of such date only); and

(h) A certificate of the Secretary or Assistant Secretary of

Crosstex GP, LLC, on behalf of Crosstex, certifying as to (1) the Partnership

Agreement, as amended, (2) board resolutions authorizing the execution and

delivery of the Basic Documents and the SoLa Asset Acquisition Agreement and the

consummation of the transactions contemplated thereby and hereby and (3) its

incumbent officers authorized to execute the Basic Documents and the SoLa Asset

Acquisition Agreement, setting forth the name and title and bearing the

signatures of such officers.

Section 2.06 Purchasers' Deliveries

(a) Payment to Crosstex of each Purchaser's Allocated Purchase Price

by wire transfer of immediately available funds to an account designated by

Crosstex in writing;

(b) The Registration Rights Agreement in substantially the form

attached hereto as Exhibit A, which shall have been duly executed by each

Purchaser; and

Crosstex certifying that it has received its respective Purchased Units as of

the Closing Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

RELATED TO CROSSTEX

Crosstex represents and warrants to each Purchaser as follows:

Section 3.01 Corporate Existence. Crosstex (a) is a limited partnership

duly formed, validly existing and in good standing under the laws of the State

of Delaware; and (b) has all requisite power and authority, and has all

governmental licenses, authorizations, consents and approvals necessary, to own,

lease, use and operate its Properties and carry on its business as its business

is now being conducted, except where the failure to obtain such licenses,

authorizations, consents and approvals would not be reasonably likely to have a

Crosstex Material Adverse Effect. Each of Crosstex's Subsidiaries has been duly

incorporated or formed, as the case may be, and is validly existing and in good

standing under the laws of the State or other jurisdiction of its incorporation

or organization, as the case may be, and has all requisite power and authority,

and has all governmental licenses, authorizations, consents and approvals

necessary, to own, lease, use or operate its respective Properties and carry on

its business as now being conducted,

<PAGE>

except where the failure to obtain such licenses, authorizations, consents and

approvals would not be reasonably likely to have a Crosstex Material Adverse

Effect. None of Crosstex nor any of its Subsidiaries are in default in the

performance, observance or fulfillment of any provision of, in the case of

Crosstex, the Partnership Agreement or its Certificate of Limited Partnership

or, in the case of any Subsidiary of Crosstex, its respective certificate of

incorporation, certification of formation, bylaws, limited liability company

agreement or other similar organizational documents. Each of Crosstex and its

Subsidiaries is duly qualified or licensed and in good standing as a foreign

limited partnership, limited liability company or corporation, as applicable,

and is authorized to do business in each jurisdiction in which the ownership or

leasing of its respective Properties or the character of its respective

operations makes such qualification necessary, except where the failure to

obtain such qualification, license, authorization or good standing would not be

reasonably likely to have a Crosstex Material Adverse Effect.

Section 3.02 Capitalization and Valid Issuance of Purchased Units.

(a) As of the date of this Agreement, the issued and outstanding

limited partner interests of Crosstex consist of 8,834,312 Common Units,

9,334,000 Subordinated Units, 1,495,410 Senior Subordinated Units and the

Incentive Distribution Rights, as defined in the Partnership Agreement. The only

issued and outstanding general partner interests of Crosstex are the interests

of the General Partner described in the Partnership Agreement. All outstanding

Common Units, Subordinated Units, Senior Subordinated Units and Incentive

Distribution Rights and the limited partner interests represented thereby have

been duly authorized and validly issued in accordance with the Partnership

Agreement and are fully paid (to the extent required under the Partnership

Agreement) and nonassessable (except as such nonassessability may be affected by

matters described in Section 17-607 of the Delaware Revised Uniform Limited

Partnership Act (the "Delaware LP Act")).

(b) Other than the Crosstex Energy GP, LLC Long-Term Incentive Plan,

Crosstex has no equity compensation plans that contemplate the issuance of

partnership interests of Crosstex (or securities convertible into or

exchangeable for partnership interests of Crosstex). No indebtedness having the

right to vote (or convertible into or exchangeable for securities having the

right to vote) on any matters on which Crosstex unitholders may vote are issued

or outstanding. Except as set forth in the first sentence of this Section

3.02(b) or as are contained in the Partnership Agreement, there are no

outstanding or authorized (i) options, warrants, preemptive rights,

subscriptions, calls, or other rights, convertible or exchangeable securities,

agreements, claims or commitments of any character obligating Crosstex or any of

its Subsidiaries to issue, transfer or sell any partnership interests or other

equity interest in, Crosstex or any of its Subsidiaries or securities

convertible into or exchangeable for such partnership interests, (ii)

obligations of Crosstex or any of its Subsidiaries to repurchase, redeem or

otherwise acquire any partnership interests or equity interests of Crosstex or

any of its Subsidiaries or any such securities or agreements listed in clause

(i) of this sentence or (iii) voting trusts or similar agreements to which

Crosstex or any of its Subsidiaries is a party with respect to the voting of the

equity interests of Crosstex or any of its Subsidiaries. None of the offering or

sale of the Senior Subordinated Series B Units or the registration of the Common

Units underlying the Senior Subordinated Series B Units pursuant to the

Registration Rights Agreement, all as contemplated by this Agreement, gives rise

to any rights for or relating to the registration of any Common Units or other

securities of the Partnership other than those rights

<PAGE>

granted to the General Partner or any of its Affiliates (as such term is defined

in the Partnership Agreement) under Section 7.12 of the Partnership Agreement.

of Crosstex's Subsidiaries (except Crosstex DC Gathering Company, J.V.) are

owned, directly or indirectly, by Crosstex free and clear of any Liens (except

for such restrictions as may exist under applicable Law and except for such

Liens as may be imposed under the Crosstex Credit Facility or the Crosstex

Master Shelf Agreement), and all such ownership interests have been duly

authorized, validly issued and are fully paid (to the extent required in the

organizational documents of Crosstex's Subsidiaries, as applicable) and

non-assessable (except as such nonassessability may be affected by matters

described in Section 17-607 of the Delaware LP Act, Section 18-607 of the

Delaware Limited Liability Company Act (the "Delaware LLC Act"), Article 5.09 of

the Texas Limited Liability Company Act, Sections 3.03, 5.02 and 6.07 of the

Texas Revised Limited Partnership Act and Sections 12:1327 and 12:1328 of the

Louisiana Limited Liability Company Act) and free of preemptive rights, with no

personal liability attaching to the ownership thereof, and (ii) except as

disclosed in the Crosstex SEC Documents, neither Crosstex nor any of its

Subsidiaries owns any shares of capital stock or other securities of, or

interest in, any other Person, or is obligated to make any capital contribution

to or other investment in any other Person.

(d) The Senior Subordinated Series B Units being purchased by each

of the Purchasers hereunder and the limited partner interests represented

thereby, will be duly authorized by Crosstex pursuant to the Partnership

Agreement prior to the Closing and, when issued and delivered to such Purchaser

against payment therefor in accordance with the terms of this Agreement, will be

validly issued, fully paid (to the extent required by the Partnership Agreement)

and nonassessable (except as such nonassessability may be affected by matters

described in Section 17-607 of the Delaware LP Act) and will be free of any and

all Liens and restrictions on transfer, other than restrictions on transfer

under the Partnership Agreement or this Agreement and under applicable state and

federal securities laws.

(e) The Common Units are listed on the NASDAQ. At the Closing the

notification form and supporting documentation, if any, related to the Common

Units to be issued on conversion of the Purchased Units will have been filed

with the NASDAQ.

(f) The Common Units issuable upon conversion of the Senior

Subordinated Series B Units and the limited partner interests represented

thereby will be duly authorized by Crosstex pursuant to the Partnership

Agreement prior to the Closing and, upon issuance in accordance with the terms

of Senior Subordinated Series B Units and the Partnership Agreement, will be

validly issued, fully paid (to the extent required by the Partnership Agreement)

and nonassessable (except as such nonassessability may be affected by matters

described in Section 17-607 of the Delaware LP Act) and will be free of any and

all Liens and restrictions on transfer, other than restrictions on transfer

under the Partnership Agreement or this Agreement and under applicable state and

federal securities laws.

Section 3.03 Crosstex SEC Documents. Crosstex has timely filed with the

Commission all forms, registration statements, reports, schedules and statements

required to be filed by it under the Exchange Act or the Securities Act (all

such documents together with the Registration

<PAGE>

Statement, collectively "Crosstex SEC Documents"). The Crosstex SEC Documents,

including, without limitation, any audited or unaudited financial statements and

any notes thereto or schedules included therein (the "Crosstex Financial

Statements"), at the time filed (in the case of registration statements, solely

on the dates of effectiveness) (except to the extent corrected by a subsequently

filed Crosstex SEC Document filed prior to the date hereof) (a) did not contain

any untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary in order to make the statements

therein (in light of the circumstances under which they were made in the case of

any prospectus) not misleading, (b) complied in all material respects with the

applicable requirements of the Exchange Act and the Securities Act, as

applicable, (c) complied as to form in all material respects with applicable

accounting requirements and with the published rules and regulations of the

Commission with respect thereto, (d) in the case of the Crosstex Financial

Statements, were prepared in accordance with GAAP applied on a consistent basis

during the periods involved (except as may be indicated in the notes thereto or,

in the case of unaudited statements, as permitted by Form 10-Q of the

Commission), and (e) in the case of the Crosstex Financial Statements, fairly

present (subject in the case of unaudited statements to normal, recurring and

year-end audit adjustments) in all material respects the consolidated financial

position of Crosstex and its Subsidiaries as of the dates thereof and the

consolidated results of its operations and cash flows for the periods then

ended. KPMG LLP is an independent public accounting firm with respect to

Crosstex and the General Partner and has not resigned or been dismissed as

independent public accountants of Crosstex or the General Partner as a result of

or in connection with any disagreement with Crosstex on a matter of accounting

principles or practices, financial statement disclosure or auditing scope or

procedure.

Section 3.04 No Material Adverse Change. Except as set forth in or

contemplated by the Crosstex SEC Documents filed with the Commission on or prior

to the date hereof, since the date of Crosstex's most recent Form 10-K filing

with the Commission, Crosstex and its Subsidiaries have conducted their

respective businesses in the ordinary course, consistent with past practice, and

there has been no (a) change, event, occurrence, effect, fact, circumstance or

condition that has had or would be reasonably likely to have a Crosstex Material

Adverse Effect, (b) acquisition or disposition of any material asset by Crosstex

or any of its Subsidiaries or any contract or arrangement therefor, otherwise

than for fair value in the ordinary course of business or as disclosed in the

Crosstex SEC Documents, or (c) material change in Crosstex's accounting

principles, practices or methods.

Section 3.05 Litigation. Except as set forth in the Crosstex SEC

Documents, there is no action, suit, or proceeding pending (including any

investigation, litigation or inquiry) or, to Crosstex's knowledge, contemplated

or threatened against or affecting any of the Crosstex Parties or any of their

respective officers, directors, properties or assets, which (a) questions the

validity of this Agreement or the Registration Rights Agreement or the right of

Crosstex to enter into this Agreement or the Registration Rights Agreement or to

consummate the transactions contemplated hereby and thereby or (b) (individually

or in the aggregate) would be reasonably likely to result in a Crosstex Material

Adverse Effect.

Section 3.06 No Conflicts. The execution, delivery and performance by

Crosstex of the Basic Documents and the SoLa Asset Acquisition Agreement and

compliance by Crosstex with the terms and provisions hereof and thereof, and the

issuance and sale by Crosstex of the Purchased Units, do not and will not (a)

assuming the accuracy of the representations and

<PAGE>

warranties of the Purchasers contained herein and their compliance with the

covenants contained herein, violate any provision of any Law or Permit having

applicability to Crosstex or any of its Subsidiaries or any of their respective

Properties, (b) conflict with or result in a violation or breach of any

provision of the certificate of limited partnership or other organizational

documents of Crosstex, or the Partnership Agreement, or any organizational

documents of any of Crosstex's Subsidiaries, (c) require any consent, approval

or notice under or result in a violation or breach of or constitute (with or

without due notice or lapse of time or both) a default (or give rise to any

right of termination, cancellation or acceleration) under any contract,

agreement, instrument, obligation, note, bond, mortgage, license, loan or credit

agreement to which Crosstex or any of its Subsidiaries is a party or by which

Crosstex or any of its Subsidiaries or any of their respective Properties may be

bound, or (d) result in or require the creation or imposition of any Lien upon

or with respect to any of the Properties now owned or hereafter acquired by

Crosstex or any of its Subsidiaries, except where any such conflict, violation,

default, breach, termination, cancellation, failure to receive consent or

approval, or acceleration with respect to the foregoing provisions of this

Section 3.06 would not be, individually or in the aggregate, reasonably likely

to result in a Crosstex Material Adverse Effect.

Section 3.07 Authority, Enforceability. Crosstex has all necessary

partnership power and authority to execute, deliver and perform its obligations

under the Basic Documents and the SoLa Asset Acquisition Agreement and the

execution, delivery and performance by Crosstex of the Basic Documents and the

SoLa Asset Acquisition Agreement has been duly authorized by all necessary

action on the part of the General Partner; and the Basic Documents and the SoLa

Asset Acquisition Agreement constitute the legal, valid and binding obligations

of Crosstex, enforceable in accordance with their terms, except as such

enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and

similar laws affecting creditors' rights generally or by general principles of

equity and except as the rights to indemnification may be limited by applicable

law. No approval from the holders of the Common and/or the Subordinated Units is

required in connection with Crosstex's issuance and sale of the Purchased Units

to the Purchasers.

Section 3.08 Approvals. Except for the approvals required by the

Commission in connection with any registration statement filed under the

Registration Rights Agreement and for approvals which have already been

obtained, no authorization, consent, approval, waiver, license, qualification or

written exemption from, nor any filing, declaration, qualification or

registration with, any Governmental Authority or any other Person is required in

connection with the execution, delivery or performance by Crosstex of any of the

Basic Documents and the SoLa Asset Acquisition Agreement, except where the

failure to receive such authorization, consent, approval, waiver, license,

qualification or written exemption from, or to make such filing, declaration,

qualification or registration would not, individually or in the aggregate, be

reasonably likely to have a Crosstex Material Adverse Effect.

Section 3.09 MLP Status. Crosstex has, for each taxable year beginning

after December 31, 2001, during which Crosstex was in existence, met the gross

income requirements of Section 7704(c)(2) of the Internal Revenue Code of 1986,

as amended.

Section 3.10 Investment Company Status. Crosstex is not an "investment

company" within the meaning of the Investment Company Act of 1940, as amended.

<PAGE>

Section 3.11 Certain Fees. No fees or commissions are or will be payable

by Crosstex to brokers, finders, or investment bankers with respect to the sale

of any of the Purchased Units or the consummation of the transaction

contemplated by this Agreement, except to Banc of America Securities LLC.

Crosstex agrees that it will indemnify and hold harmless each Purchaser from and

against any and all claims, demands, or liabilities for broker's, finder's,

placement, or other similar fees or commissions incurred by Crosstex or alleged

to have been incurred by Crosstex in connection with the sale of the Purchased

Units or the consummation of the transactions contemplated by this Agreement.

Section 3.12 No Side Agreements. There are no agreements by, among or

between Crosstex or any of its Affiliates, on the one hand, and the Purchasers

or any of their Affiliates, on the other hand, with respect to the transactions

contemplated hereby other than the Basic Documents nor promises or inducements

for future transactions between or among any of such parties.

Section 3.13 Material Agreements. Crosstex has provided the Purchasers

with, or made available to the Purchasers through the Crosstex SEC Documents,

correct and complete copies of all material agreements (as defined in Section

601(b)(10) of Regulation S-K promulgated by the Commission) and of all exhibits

to the Crosstex SEC Documents, including amendments to or other modifications of

pre-existing material agreements, entered into by Crosstex.

Section 3.14 PUHCA. Crosstex is not a "holding company," a "subsidiary

company" of a "holding company," an "affiliate" of a "holding company," or a

"public utility," as each such term is defined in the Public Utility Holding

Company Act of 1935, as amended.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES AND COVENANTS

OF THE PURCHASERS

Each Purchaser, severally and not jointly, hereby represents and warrants

and covenants to Crosstex that:

Section 4.01 Existence. Such Purchaser is duly organized and validly

existing and in good standing under the laws of its state of formation, with all

necessary power and authority to own properties and to conduct its business as

currently conducted.

Section 4.02 Authorization, Enforceability. Such Purchaser has all

necessary legal power and authority to enter into, deliver and perform its

obligations under this Agreement and the Registration Rights Agreement. The

execution, delivery and performance of this Agreement and the Registration

Rights Agreement by such Purchaser and the consummation by it of the

transactions contemplated hereby and thereby have been duly and validly

authorized by all necessary legal action, and no further consent or

authorization of such Purchaser is required. This Agreement and the Registration

Rights Agreement have been duly executed and delivered by such Purchaser and

constitute legal, valid and binding obligations of such Purchaser; provided

that, the enforceability thereof may be limited by bankruptcy, insolvency,

fraudulent transfer, reorganization, moratorium and similar laws relating to or

affecting creditors' rights generally and by general principles of equity and

except as the rights to indemnification may be limited

<PAGE>

applicable law (regardless of whether such enforceability is considered in a

proceeding in equity or at law).

Section 4.03 No Breach. The execution, delivery and performance of this

Agreement and the Registration Rights Agreement by such Purchaser and the

consummation by such Purchaser of the transactions contemplated hereby and

thereby will not (a) conflict with or result in a breach or violation of any of

the terms or provisions of, or constitute a default under, any material

agreement to which such Purchaser is a party or by which the Purchaser is bound

or to which any of the property or assets of such Purchaser is subject, (b)

conflict with or result in any violation of the provisions of the organizational

documents of such Purchaser, or (c) violate any statute or order, rule or

regulation of any court or governmental agency or body having jurisdiction over

such Purchaser or the property or assets of such Purchaser, except in the case

of clauses (a) and (c), for such conflicts, breaches, violations or defaults as

would not prevent the consummation of the transactions contemplated by this

Agreement and the Registration Rights Agreement and could not, individually or

in the aggregate, reasonably be expected to have a material adverse effect on

the financial condition or prospects of such Purchaser.

Section 4.04 Certain Fees. No fees or commissions are or will be payable

by such Purchaser to brokers, finders, or investment bankers with respect to the

purchase of any of the Purchased Units or the consummation of the transaction

contemplated by this Agreement, except, in the case of the Fiduciary/Claymore

MLP Opportunity Fund, a fee paid to A. G. Edwards & Sons, Inc. Such Purchaser

agrees that it will indemnify and hold harmless Crosstex from and against any

and all claims, demands, or liabilities for broker's, finder's, placement, or

other similar fees or commissions incurred by such Purchaser or alleged to have

been incurred by such Purchaser in connection with the purchase of the Purchased

Units or the consummation of the transactions contemplated by this Agreement.

Section 4.05 No Side Agreements. There are no other agreements by, among

or between the Purchasers and any of their Affiliates, on the one hand, and

Crosstex or any of its Affiliates, on the other hand, with respect to the

transactions contemplated hereby other than the Basic Documents nor promises or

inducements for future transactions between or among any of such parties.

Section 4.06 Unregistered Securities. Such Purchaser represents that:

(a) Investment. The Purchased Units are being acquired for its own

account, not as a nominee or agent, and with no intention of distributing the

Purchased Units or any part thereof, and that Purchaser has no present intention

of selling or granting any participation in or otherwise distributing the same

in any transaction in violation of the securities laws of the United States or

any state, without prejudice, however, to such Purchaser's right at all times to

(subject to such Purchaser's agreement contained in Section 4.07 hereof) sell or

otherwise dispose of all or any part of the Purchased Units under a registration

statement under the Securities Act and applicable state securities laws or under

an exemption from such registration available thereunder (including, without

limitation, if available, Rule 144 promulgated thereunder). If such Purchaser

should in the future decide to dispose of any of the Purchased Units, such

Purchaser understands and agrees (a) that it may do so only in compliance with

the Securities Act and applicable state securities law, as then in effect, which

may include a sale contemplated by any

<PAGE>

registration statement pursuant to which such securities are being offered, and

(b) that stop-transfer instructions to that effect will be in effect with

respect to such securities.

(b) Nature of Purchasers. Such Purchaser represents and warrants to,

and covenants and agrees with, Crosstex that, (a) it is an "accredited investor"

within the meaning of Rule 501 of Regulation D promulgated by the Securities and

Exchange Commission pursuant to the Securities Act and (b) by reason of its

business and financial experience it has such knowledge, sophistication and

experience in making similar investments and in business and financial matters

generally so as to be capable of evaluating the merits and risks of the

prospective investment in the Purchased Units, is able to bear the economic risk

of such investment and, at the present time, would be able to afford a complete

loss of such investment.

acknowledges that it has (a) had access to Crosstex's periodic filings with the

Commission, including Crosstex's Annual Report on Form 10-K, Quarterly Reports

on Form 10-Q, and Current Reports filed on Form 8-K, (b) had access to

information regarding the SoLa Asset Acquisition and its potential effect on

Crosstex's operations and financial results and (c) been provided a reasonable

opportunity to ask questions of and receive answers from Representatives of

Crosstex regarding such matters sufficient to enable such Purchaser to evaluate

the risks and merits of purchasing the Purchased Units and consummating the

transactions contemplated by the Basic Documents.

(d) Legend. It is understood that the certificates evidencing the

Purchased Units will bear the following legend: "These securities have not been

registered under the Securities Act of 1933, as amended. They may not be sold,

offered for sale, pledged or hypothecated in the absence of a registration

statement in effect with respect to the securities under such Act or an opinion

of counsel satisfactory to the Company that such registration is not required or

unless sold pursuant to Rule 144 of such Act."

Section 4.07 Lock-Up. Such Purchaser agrees that from and after Closing it

will not sell any of the Purchased Units or the Common Units into which such

Purchased Units convert prior to the Anniversary Date.

ARTICLE V

INDEMNIFICATION, COSTS AND EXPENSES

Section 5.01 Indemnification by Crosstex. Crosstex agrees to indemnify

each Purchaser and its Representatives (collectively, "Purchaser Related

Parties") from, and hold each of them harmless against, any and all losses,

actions, suits, proceedings (including any investigations, litigation or

inquiries), demands, and causes of action, and, in connection therewith, and

promptly upon demand, pay or reimburse each of them for all reasonable costs,

losses, liabilities, damages, or expenses of any kind or nature whatsoever,

including, without limitation, the reasonable fees and disbursements of counsel

and all other reasonable expenses incurred in connection with investigating,

defending or preparing to defend any such matter that may be incurred by them or

asserted against or involve any of them as a result of, arising out of, or in

any way related to the breach of any of the representations, warranties or

covenants of Crosstex contained herein, provided such claim for indemnification

relating to a breach of a representation or warranty is made prior to the

expiration of such representation or warranty.

<PAGE>

Section 5.02 Indemnification by the Purchasers. Each Purchaser agrees to

indemnify Crosstex, the General Partners and their respective Representatives

(collectively, "Crosstex Related Parties") from, and hold each of them harmless

against, any and all losses, actions, suits, proceedings (including any

investigations, litigation or inquiries), demands, and causes of action, and, in

connection therewith, and promptly upon demand, pay or reimburse each of them

for all reasonable costs, losses, liabilities, damages, or expenses of any kind

or nature whatsoever, including, without limitation, the reasonable fees and

disbursements of counsel and all other reasonable expenses incurred in

connection with investigating, defending or preparing to defend any such matter

that may be incurred by them or asserted against or involve any of them as a

result of, arising out of, or in any way related to the breach of any of the

representations, warranties or covenants of such Purchaser contained herein,

provided such claim for indemnification relating to a breach of the

representations and warranties is made prior to the expiration of such

representations and warranties.

Section 5.03 Indemnification Procedure. Promptly after any Crosstex

Related Party or Purchaser Related Party (hereinafter, the "Indemnified Party")

has received notice of any indemnifiable claim hereunder, or the commencement of

any action, suit or proceeding by a third person, which the Indemnified Party

believes in good faith is an indemnifiable claim under this Agreement, the

Indemnified Party shall give the indemnitor hereunder (the "Indemnifying Party")

written notice of such claim or the commencement of such action, suit or

proceeding, but failure to so notify the Indemnifying Party will not relieve the

Indemnifying Party from any liability it may have to such Indemnified Party

hereunder except to the extent that the Indemnifying Party is materially

prejudiced by such failure. Such notice shall state the nature and the basis of

such claim to the extent then known. The Indemnifying Party shall have the right

to defend and settle, at its own expense and by its own counsel, any such matter

as long as the Indemnifying Party pursues the same diligently and in good faith.

If the Indemnifying Party undertakes to defend or settle, it shall promptly

notify the Indemnified Party of its intention to do so, and the Indemnified

Party shall cooperate with the Indemnifying Party and its counsel in all

commercially reasonable respects in the defense thereof and the settlement

thereof. Such cooperation shall include, but shall not be limited to, furnishing

the Indemnifying Party with any books, records and other information reasonably

requested by the Indemnifying Party and in the Indemnified Party's possession or

control. Such cooperation of the Indemnified Party shall be at the cost of the

Indemnifying Party. After the Indemnifying Party has notified the Indemnified

Party of its intention to undertake to defend or settle any such asserted

liability, and for so long as the Indemnifying Party diligently pursues such

defense, the Indemnifying Party shall not be liable for any additional legal

expenses incurred by the Indemnified Party in connection with any defense or

settlement of such asserted liability; provided, however, that the Indemnified

Party shall be entitled (i) at its expense, to participate in the defense of

such asserted liability and the negotiations of the settlement thereof and (ii)

if (A) the Indemnifying Party has failed to assume the defense and employ

counsel or (B) if the defendants in any such action include both the Indemnified

Party and the Indemnifying Party and counsel to the Indemnified Party shall have

concluded that there may be reasonable defenses available to the Indemnified

Party that are different from or in addition to those available to the

Indemnifying Party or if the interests of the Indemnified Party reasonably may

be deemed to conflict with the interests of the Indemnifying Party, then the

Indemnified Party shall have the right to select a separate counsel and to

assume such legal defense and otherwise to participate in the defense of such

action, with the expenses and fees of such separate counsel and other expenses

related to such participation to be

<PAGE>

reimbursed by the Indemnifying Party as incurred. Notwithstanding any other

provision of this Agreement, the Indemnifying Party shall not settle any

indemnified claim without the consent of the Indemnified Party, unless the

settlement thereof imposes no liability or obligation on, and includes a

complete release from liability of, the Indemnified Party.

ARTICLE VI

MISCELLANEOUS

Section 6.01 Interpretation and Survival of Provisions. Article, Section,

Schedule, and Exhibit references are to this Agreement, unless otherwise

specified. All references to instruments, documents, contracts, and agreements

are references to such instruments, documents, contracts, and agreements as the

same may be amended, supplemented, and otherwise modified from time to time,

unless otherwise specified. The word "including" shall mean "including but not

limited to." Whenever Crosstex has an obligation under the Basic Documents, the

expense of complying with that obligation shall be an expense of Crosstex unless

otherwise specified. Whenever any determination, consent, or approval is to be

made or given by the Purchasers, such action shall be in such Purchaser's sole

discretion unless otherwise specified in this Agreement. If any provision in the

Basic Documents is held to be illegal, invalid, not binding, or unenforceable,

such provision shall be fully severable and the Basic Documents shall be

construed and enforced as if such illegal, invalid, not binding, or

unenforceable provision had never comprised a part of the Basic Documents, and

the remaining provisions shall remain in full force and effect.

Section 6.02 Survival of Provisions. The representations and warranties

set forth in Sections 3.02, 3.07, 3.11, 3.12, 4.04, 4.05 and 4.06 hereunder

shall survive the execution and delivery of this Agreement indefinitely, and the

other representations and warranties set forth herein shall survive for a period

of twelve (12) months following the Closing Date regardless of any investigation

made by or on behalf of Crosstex or the Purchasers. The covenants made in this

Agreement or any other Basic Document shall survive the Closing of the

transactions described herein and remain operative and in full force and effect

regardless of acceptance of any of the Purchased Units and payment therefor and

repayment, conversion, exercise or repurchase thereof. All indemnification

obligations of Crosstex and the Purchasers and the provisions of Article V shall

remain operative and in full force and effect unless such obligations are

expressly terminated in a writing referencing that individual Section,

regardless of any purported general termination of this Agreement.

Section 6.03 No Waiver; Modifications in Writing.

(a) Delay. No failure or delay on the part of any party in

exercising any right, power, or remedy hereunder shall operate as a waiver

thereof, nor shall any single or partial exercise of any such right, power, or

remedy preclude any other or further exercise thereof or the exercise of any

other right, power, or remedy. The remedies provided for herein are cumulative

and are not exclusive of any remedies that may be available to a party at law or

in equity or otherwise.

(b) Specific Waiver. Except as otherwise provided herein, no

amendment, waiver, consent, modification, or termination of any provision of

this Agreement or any other

<PAGE>

Basic Document shall be effective unless signed by each of the parties hereto or

thereto affected by such amendment, waiver, consent, modification, or

termination. Any amendment, supplement or modification of or to any provision of

this Agreement or any other Basic Document, any waiver of any provision of this

Agreement or any other Basic Document, and any consent to any departure by

Crosstex from the terms of any provision of this Agreement or any other Basic

Document shall be effective only in the specific instance and for the specific

purpose for which made or given. Except where notice is specifically required by

this Agreement, no notice to or demand on Crosstex in any case shall entitle

Crosstex to any other or further notice or demand in similar or other

circumstances.

Section 6.04 Binding Effect; Assignment.

(a) Binding Effect. This Agreement shall be binding upon Crosstex,

each Purchaser, and their respective successors and permitted assigns. Except as

expressly provided in this Agreement, this Agreement shall not be construed so

as to confer any right or benefit upon any Person other than the parties to this

Agreement and their respective successors and permitted assigns.

(b) Assignment of Purchased Units. All or any portion of Purchased

Units purchased pursuant to this Agreement may be sold, assigned or pledged by

such Purchaser, subject to compliance with applicable securities laws, Section

4.07 herein and the Registration Rights Agreement.

obligations of each Purchaser under this Agreement may be transferred by such

Purchaser to any Affiliate of such Purchaser without the consent of Crosstex.

All or any portion of the rights and obligations of each Purchaser under this

Agreement may not be transferred by such Purchaser to a non-Affiliate without

the written consent of Crosstex.

Section 6.05 Non-Disclosure. Notwithstanding anything herein to the

contrary, the Non-Disclosure Agreement shall remain in full force and effect

regardless of any termination of this Agreement.

Section 6.06 Communications. All notices and demands provided for

hereunder shall be in writing and shall be given by registered or certified

mail, return receipt requested, telecopy, air courier guaranteeing overnight

delivery or personal delivery to the following addresses:

<PAGE>

(a) If to Fiduciary/Claymore MLP Opportunity Fund:

c/o Fiduciary Asset Management

8112 Maryland Avenue, Suite 400

St. Louis MO 63105

Attention: Jim Cunnane

Facsimile: (314) 863-4360

(b) If to Kayne Anderson MLP Investment Company or Kayne Anderson

Energy Total Return Fund, Inc.:

1800 Avenue of the Stars, 2nd Floor

Los Angeles, CA 90067

Attention: David Shladovsky, Esq.

Facsimile: (310) 284-6490

and

1100 Louisiana, Suite 4550

Houston, Texas 77002

Attention: Kevin McCarthy

Facsimile: (713) 655-7359

with a copy to:

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2300

Houston, TX 77002

Attention: Dan Fleckman

Facsimile: (713) 615-5859

Infrastructure Corporation:

10801 Mastin, Suite 222

Overland Park, KS 66210

Attention: David Schulte

Facsimile: (913) 345-2763

with a copy to:

Blackwell Sanders Peper Martin LLP

2300 Main Street, Suite 1000

Kansas City, MO 64108

Attention: Steven F. Carman

Facsimile: (816) 983-8080

<PAGE>

(d) If to Crosstex:

Crosstex Energy, L.P.

2501 Cedar Springs

Dallas, Texas 75201

Attention: Barry E. Davis

Facsimile: (214) 953-9500

with a copy to:

Baker Botts L.L.P.

2001 Ross Avenue

Dallas, Texas 75201-2980

Attention: Doug Rayburn

Facsimile: (214) 661-4634

or to such other address as Crosstex or such Purchaser may designate in writing.

All notices and communications shall be deemed to have been duly given: at the

time delivered by hand, if personally delivered; upon actual receipt if sent by

certified mail, return receipt requested, or regular mail, if mailed; when

receipt acknowledged, if sent via facsimile; and upon actual receipt when

delivered to an air courier guaranteeing overnight delivery.

Section 6.07 Removal of Legend. Each Purchaser may request Crosstex to

remove the legend described in Section 4.06(e) from the certificates evidencing

the Purchased Units by submitting to Crosstex such certificates, together with

an opinion of counsel to the effect that such legend is no longer required under

the Securities Act or applicable state laws, as the case may be.

Section 6.08 Entire Agreement. This Agreement, the other Basic Documents

and the other agreements and documents referred to herein are intended by the

parties as a final expression of their agreement and intended to be a complete

and exclusive statement of the agreement and understanding of the parties hereto

in respect of the subject matter contained herein and therein. There are no

restrictions, promises, warranties or undertakings, other than those set forth

or referred to herein or the other Basic Documents with respect to the rights

granted by Crosstex or any of its Affiliates or the Purchasers or any of their

Affiliates set forth herein or therein. This Agreement, the other Basic

Documents and the other agreements and documents referred to herein or therein

supersede all prior agreements and understandings between the parties with

respect to such subject matter.

Section 6.09 Governing Law. THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE

WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES

OF CONFLICTS OF LAWS.

Section 6.10 Execution in Counterparts. This Agreement may be executed in

any number of counterparts and by different parties hereto in separate

counterparts, each of which

<PAGE>

counterparts, when so executed and delivered, shall be deemed to be an original

and all of which counterparts, taken together, shall constitute but one and the

same Agreement.

Section 6.11 Termination.

(a) In the event that any of the conditions to a party's obligation

to close specified in Section 2.04 is not satisfied at or prior to the Closing

Date, such party may terminate this Agreement.

(b) In the event that the Closing Date does not take place on or

before November 1, 2005, either party may terminate this Agreement.

this Section 6.11, this Agreement shall forthwith become null and void. In the

event of such termination, there shall be no liability on the part of any party

hereto; provided that nothing herein shall relieve any party from any liability

or obligation with respect to any willful breach of this Agreement.

<PAGE>

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective

as of the date first above written.

CROSSTEX ENERGY, L.P.

By: CROSSTEX ENERGY GP, L.P.

(its General Partner)

By: CROSSTEX ENERGY GP, LLC

(its General Partner)

By: /s/ William W. Davis

----------------------------------

William W. Davis,

Executive Vice President and Chief

Financial Officer

[Signature Page to Purchase Agreement]

<PAGE>

FIDUCIARY/CLAYMORE MLP OPPORTUNITY

FUND

By: /s/ James J. Cunnane, Jr.

---------------------------------------

James J. Cunnane, Jr.

Managing Director and Senior Portfolio

Manager

[Signature Page to Purchase Agreement]

<PAGE>

KAYNE ANDERSON MLP INVESTMENT

COMPANY

By: /s/ James C. Baker

-------------------------

James C. Baker

Vice President

[Signature Page to Purchase Agreement]

<PAGE>

KAYNE ANDERSON ENERGY TOTAL

RETURN FUND, INC.

By: /s/ James C. Baker

------------------------

James C. Baker

Vice President

[Signature Page to Purchase Agreement]

<PAGE>

TORTOISE ENERGY CAPITAL CORPORATION

By: /s/ Zachary A. Hamel

-------------------------------

Zachary A. Hamel

Secretary

[Signature Page to Purchase Agreement]

<PAGE>

TORTOISE ENERGY INFRASTRUCTURE

CORPORATION

By: /s/ Zachary A. Hamel

--------------------------

Zachary A. Hamel

Secretary

[Signature Page to Purchase Agreement]

<PAGE>

SCHEDULE A

<TABLE>

ALLOCATED

PURCHASER PURCHASED UNITS PURCHASE PRICE

--------- --------------- ----------------

Fiduciary/Claymore MLP Opportunity Fund........................ 407,167 15,000,032.28

Kayne Anderson MLP Investment Company.......................... 1,294,789 47,700,026.76

Kayne Anderson Energy Total Return Fund, Inc................... 62,432 2,299,994.88

Tortoise Energy Capital Corp................................... 977,199 36,000,011.16

Tortoise Energy Infrastructure Corporation..................... 108,578 4,000,013.52

--------- ----------------

Total................................................. 2,850,165 $ 105,000,078.60

========= ================

</TABLE>

Schedule A

<PAGE>

EXHIBIT A - FORM OF REGISTRATION RIGHTS AGREEMENT

SEE ATTACHED

Exhibit A

<PAGE>

EXHIBIT A

FORM OF REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

CROSSTEX ENERGY, L.P.

AND

THE PURCHASERS PARTY HERETO

<PAGE>

TABLE OF CONTENTS

<TABLE>

Page

----

<S> <C>

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.......................................................... 1

Section 1.2 Registrable Securities............................................... 3

ARTICLE II

REGISTRATION RIGHTS

Section 2.1 Shelf Registration................................................... 3

Section 2.2 Piggyback Registration............................................... 5

Section 2.3 Underwritten Offering................................................ 6

Section 2.4 Sale Procedures...................................................... 7

Section 2.5 Cooperation by Holders............................................... 9

Section 2.6 Restrictions on Public Sale by Holders of Registrable Securities..... 9

Section 2.7 Expenses............................................................. 10

Section 2.8 Indemnification...................................................... 10

Section 2.9 Rule 144 Reporting................................................... 12

Section 2.10 Transfer or Assignment of Registration Rights........................ 13

Section 2.11 Limitation on Subsequent Registration Rights......................... 13

ARTICLE III

MISCELLANEOUS

Section 3.1 Communications....................................................... 13

Section 3.2 Successor and Assigns................................................ 15

Section 3.3 Assignment of Rights................................................. 15

Section 3.4 Recapitalization, Exchanges, etc. Affecting the Common Units......... 15

Section 3.5 Specific Performance................................................. 15

Section 3.6 Counterparts......................................................... 15

Section 3.7 Headings............................................................. 15

Section 3.8 Governing Law........................................................ 15

Section 3.9 Severability of Provisions........................................... 15

Section 3.10 Entire Agreement..................................................... 16

Section 3.11 Amendment............................................................ 16

Section 3.12 No Presumption....................................................... 16

</TABLE>

<PAGE>

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered

into as of [_______________], 2005 by and between CROSSTEX ENERGY, L.P., a

Delaware limited partnership ("Crosstex"), and each of the parties set forth on

Schedule A hereto (the "Purchasers").

WHEREAS, this Agreement is made in connection with the Closing of the

issuance and sale of the Purchased Units pursuant to the Senior Subordinated

Series B Unit Purchase Agreement, dated as of October [__], 2005, by and between

Crosstex and the Purchasers (the "Purchase Agreement");

WHEREAS, Crosstex has agreed to provide the registration and other rights

set forth in this Agreement for the benefit of the Purchasers pursuant to the

Purchase Agreement; and

WHEREAS, it is a condition to the obligations of the Purchasers and

Crosstex under the Purchase Agreement that this Agreement be executed and

delivered.

NOW THEREFORE, in consideration of the mutual covenants and agreements set

forth herein and for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged by each party hereto, the parties

hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. The terms set forth below are used herein as so

defined:

"Affiliate" means, with respect to a specified Person, any other

Person, directly or indirectly controlling, controlled by or under direct or

indirect common control with such specified Person. For purposes of this

definition, "control" (including, with correlative meanings, "controlling,"

"controlled by," and "under common control with") means the power to direct or

cause the direction of the management and policies of such Person, directly or

indirectly, whether through the ownership of voting securities, by contract or

otherwise.

"Anniversary Date" shall have the meaning set forth in the Purchase

Agreement.

"Business Day" means any day other than a Saturday, Sunday, or a

legal holiday for commercial banks in Houston, Texas.

"Closing" shall have the meaning set forth in the Purchase

Agreement.

"Closing Date" shall have the meaning set forth in the Purchase

Agreement.

"Commission" means the United States Securities and Exchange

Commission.

"Common Units" shall have the meaning set forth in the Purchase

Agreement.

<PAGE>

"Crosstex" has the meaning specified therefor in the introductory

paragraph of this Agreement.

"Effectiveness Period" has the meaning specified therefor in Section

2.1(a) of this Agreement.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, and the rules and regulations of the Commission promulgated thereunder.

"Holder" means the record holder of any Registrable Securities.

"Included Registrable Securities" has the meaning specified therefor

in Section 2.2(a) of this Agreement.

"Losses" has the meaning specified therefor in Section 2.8(a) of

this Agreement.

"Managing Underwriter" means, with respect to any Underwritten

Offering, the book running lead manager of such Underwritten Offering.

"Non-Disclosure Agreements" means (a) the non-disclosure agreements

(i) between Crosstex and Kayne Anderson MLP Investment Company dated April 30,

2005, (ii) between Crosstex and Kayne Anderson Capital Advisors, L.P. dated

September 6, 2005, (iii) between Crosstex and Tortoise Energy Capital Corp and

(iv) between Crosstex and Tortoise Energy Infrastructure Corporation and (b) the

master confidentiality agreement between Banc of America Securities LLC and

Fiduciary/Claymore Opportunity Fund dated September 2, 2005.

"Other Holder" has the meaning specified in Section 2.2(b).

"Person" means any individual, corporation, company, voluntary

association, partnership, joint venture, trust, limited liability company,

unincorporated organization, government or any agency, instrumentality or

political subdivision thereof, or any other form of entity.

"Piggyback Registration" has the meaning specified therefor in

Section 2.2(a) of this Agreement.

"Purchase Agreement" has the meaning specified therefor in the

Recitals of this Agreement.

"Purchased Units" shall have the meaning set forth in the Purchase

Agreement.

"Purchasers" has the meaning specified therefor in the introductory

paragraph of this Agreement.

"Registrable Securities" means the Common Units to be issued upon

conversion of the Purchased Units, all of which are subject to the rights

provided herein until such rights terminate pursuant to the provisions of this

Agreement.

<PAGE>

"Registration Expenses" has the meaning specified therefor in

Section 2.7(a) of this Agreement.

"Securities Act" means the Securities Act of 1933, as amended, and

the rules and regulations of the Commission promulgated thereunder.

"Selling Expenses" has the meaning specified therefor in Section

2.7(a) of this Agreement.

"Selling Holder" means a Holder who is selling Registrable

Securities pursuant to a registration statement.

"Senior Subordinated Units" means Senior Subordinated Units

purchased pursuant to the Senior Subordinated Unit Purchase Agreement, dated

June 24, 2005, by and among Crosstex and the purchasers party thereto and any

Common Units into which such Senior Subordinated Units convert.

"Shelf Registration Statement" means a registration statement under

the Securities Act to permit the resale of the Registrable Securities from time

to time as permitted by Rule 415 of the Securities Act (or any similar provision

then in force under the Securities Act).

"Underwritten Offering" means an offering (including an offering

pursuant to a Shelf Registration Statement) in which Common Units are sold to an

underwriter on a firm commitment basis for reoffering to the public or an

offering that is a "bought deal" with one or more investment banks.

Section 1.2 Registrable Securities. Any Registrable Security will cease to

be a Registrable Security when (a) a registration statement covering such

Registrable Security has been declared effective by the Commission and such

Registrable Security has been sold or disposed of pursuant to such effective

registration statement; (b) such Registrable Security has been disposed of

pursuant to any Section of Rule 144 (or any similar provision then in force

under the Securities Act); (c) such Registrable Security is held by Crosstex or

one of its subsidiaries; (d) such Registrable Security has been sold in a

private transaction in which the transferor's rights under this Agreement are

not assigned to the transferee of such securities or (e) two years from the date

hereof.

ARTICLE II

REGISTRATION RIGHTS

Section 2.1 Shelf Registration.

(a) Shelf Registration. As soon as practicable following the Closing

of the acquisition of the Purchased Units pursuant to the terms of the Purchase

Agreement, but in any event within 30 days of the Closing, Crosstex shall

prepare and file a Shelf Registration Statement covering the Registrable

Securities. Crosstex shall use its commercially reasonable efforts to cause the

Shelf Registration Statement to become effective no later than 90 days after the

date of the Closing. A Shelf Registration Statement filed pursuant to this

Section 2.1(a) shall be on such appropriate registration form of the Commission

as shall be selected by Crosstex;

<PAGE>

provided, however, that if a prospectus supplement will be used in connection

with the marketing of an Underwritten Offering from the Shelf Registration

Statement and the Managing Underwriter at any time shall notify Crosstex in

writing that, in the sole judgment of such Managing Underwriter, inclusion of

detailed information to be used in such prospectus supplement is of material

importance to the success of the Underwritten Offering of such Registrable

Securities, Crosstex shall use its commercially reasonable efforts to include

such information in the prospectus. Crosstex will use its commercially

reasonable efforts to cause the Shelf Registration Statement filed pursuant to

this Section 2.1(a) to be continuously effective under the Securities Act until

the earlier of (i) all Registrable Securities covered by the Shelf Registration

Statement have been distributed in the manner set forth and as contemplated in

the Shelf Registration Statement, (ii) there are no longer any Registrable

Securities outstanding or (iii) two years from the Closing (the "Effectiveness

Period"). The Shelf Registration Statement when declared effective (including

the documents incorporated therein by reference) will comply as to form in all

material respects with all applicable requirements of the Securities Act and the

Exchange Act and will not contain an untrue statement of a material fact or omit

to state a material fact required to be stated therein or necessary to make the

statements therein not misleading. If the Shelf Registration Statement is not

declared effective within 120 days after Closing, then the Purchasers shall be

entitled to a payment (with respect to each of such Purchaser's Purchased

Units), as liquidated damages and not as a penalty, of 0.25% of the Purchase

Price per 30-day period for the first sixty (60) days following the 120th day

after Closing, with such payment amount increasing by an additional 0.25% of the

Purchase Price per 30-day period for each subsequent 60 days, up to a maximum of

1.00% of the Purchase Price per 30-day period (the "Liquidated Damages"), until

such time as the Shelf Registration Statement is declared effective or there are

no longer any Registrable Securities outstanding. The Liquidated Damages shall

be paid to each Purchaser in cash within ten (10) Business Days of the end of

such 30-day period. The Purchasers' rights (and any transferee's rights pursuant

to Section 2.10) under this Section 2.1 shall terminate when such Registrable

Securities become eligible for resale under Rule 144(k) (or any similar

provision then in force under the Securities Act).

(b) Delay Rights. Notwithstanding anything to the contrary contained

herein, Crosstex may, upon written notice to any Selling Holder whose

Registrable Securities are included in the Shelf Registration Statement, suspend

such Selling Holder's use of any prospectus which is a part of the Shelf

Registration Statement (in which event the Selling Holder shall discontinue

sales of the Registrable Securities pursuant to the Shelf Registration

Statement) if (i) Crosstex is pursuing an acquisition, merger, reorganization,

disposition or other similar transaction and Crosstex determines in good faith

that Crosstex's ability to pursue or consummate such a transaction would be

materially and adversely affected by any required disclosure of such transaction

in the Shelf Registration Statement or (ii) Crosstex has experienced some other

material non-public event the disclosure of which at such time, in the good

faith judgment of Crosstex, would materially and adversely affect Crosstex;

however, in no event shall any delay pursuant hereto exceed sixty (60) days in

any one hundred-eighty (180) day period or ninety (90) days in any twelve-month

period. Upon disclosure of such information or the termination of the condition

described above, Crosstex shall provide prompt notice to the Selling Holders

whose Registrable Securities are included in the Shelf Registration Statement,

and shall promptly terminate any suspension of sales it has put into effect and

shall take such other actions to permit registered sales of Registrable

Securities as contemplated in this Agreement.

<PAGE>

Section 2.2 Piggyback Registration.

(a) Participation. Commencing on the Anniversary Date, if Crosstex

at any time proposes to file a prospectus supplement to an effective Shelf

Registration Statement with respect to an Underwritten Offering of Common Units

for its own account or to register any Common Units for its own account for sale

to the public in an Underwritten Offering other than (x) a registration relating

solely to employee benefit plans or (y) a registration relating solely to a Rule

145 transaction, then, as soon as practicable following the engagement of

counsel to Crosstex to prepare the documents to be used in connection with an

Underwritten Offering, Crosstex shall give notice of such proposed Underwritten

Offering to the Holders, and such notice shall offer the Holders the opportunity

to include in such Underwritten Offering such number of Registrable Securities

(the "Included Registrable Securities") as each such Holder may request in

writing (a "Piggyback Registration"); provided, however, that Crosstex shall not

be required to offer such opportunity to Holders if (i) the Holders do not offer

a minimum of $5,000,000 of Registrable Securities and Senior Subordinated Units,

in the aggregate, (determined by multiplying the number of Registrable

Securities and Senior Subordinated Units owned by the average of the closing

price for Common Units for the ten (10) trading days preceding the date of such

notice) or (ii) Crosstex has been advised by the Managing Underwriter that the

inclusion of Registrable Securities for sale for the benefit of the Holders will

have an adverse effect on the price, timing or distribution of the Common Units

by Crosstex. The notice required to be provided in this Section 2.2(a) to

Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and

receipt of such notice shall be confirmed by Holder. Holder shall then have two

(2) Business Days to request inclusion of Registrable Securities in the

Underwritten Offering. If no request for inclusion from a Holder is received

within the specified time, such Holder shall have no further right to

participate in such Piggyback Registration. If, at any time after giving written

notice of its intention to undertake an Underwritten Offering and prior to the

closing of such Underwritten Offering, Crosstex shall determine for any reason

not to undertake or to delay such Underwritten Offering, Crosstex may, at its

election, give written notice of such determination to the Selling Holders and,

(x) in the case of a determination not to undertake such Underwritten Offering,

shall be relieved of its obligation to sell any Included Registrable Securities

in connection with such terminated Underwritten Offering, and (y) in the case of

a determination to delay such Underwritten Offering, shall be permitted to delay

offering any Included Registrable Securities for the same period as the delay in

the Underwritten Offering. Any Selling Holder shall have the right to withdraw

such Selling Holder's request for inclusion of such Selling Holder's Registrable

Securities in such offering by giving written notice to Crosstex of such

withdrawal up to and including the time of pricing of such offering. No Holders

shall be entitled to participate in any such Underwritten Offering under this

Section 2.2(a) unless such Holder (together with any Affiliate that is a Selling

Holder) participating therein holds at least fifteen million ($15,000,000) of

Registrable Securities and Senior Subordinated Units, in the aggregate,

(determined by multiplying the number of Registrable Securities and Senior

Subordinated Units owned by the average of the closing price for Common Units

for the ten (10) trading days preceding the date of such notice).

(b) Priority of Piggyback Registration. If the Managing Underwriter

or Underwriters of any proposed Underwritten Offering of Common Units included

in a Piggyback Registration advises Crosstex that the total amount of Common

Units which the Selling Holders

<PAGE>

and any other Persons intend to include in such offering exceeds the number

which can be sold in such offering without being likely to have an adverse

effect on the price, timing or distribution of the Common Units offered or the

market for the Common Units, then the Common Units to be included in such

Underwritten Offering shall include the number of Registrable Securities that

such Managing Underwriter or Underwriters advises Crosstex can be sold without

having such adverse effect, with such number to be allocated pro rata among the

Selling Holders and any other Persons who have been or are granted registration

rights on or after the date of this Agreement ("Other Holders") who have

requested participation in the Piggyback Registration (based, for each such

Selling Holder or Other Holder, on the percentage derived by dividing (A) the

number of Registrable Securities proposed to be sold by such Selling Holder or

such Other Holder in such offering; by (B) the aggregate number of Common Units

proposed to be sold by all Selling Holders and all Other Holders in the

Piggyback Registration.

Section 2.3 Underwritten Offering.

(a) S-3 Registration. In the event that a Selling Holder (together

with any Affiliate that is a Selling Holder) elects to dispose of Registrable

Securities under the Shelf Registration Statement pursuant to an Underwritten

Offering of at least fifteen million ($15,000,000) of Registrable Securities and

Senior Subordinated Units, Crosstex shall, at the request of such Selling

Holder, enter into an underwriting agreement in customary form with the Managing

Underwriter or Underwriters, which shall include, among other provisions,

indemnities to the effect and to the extent provided in Section 2.8, and shall

take all such other reasonable actions as are requested by the Managing

Underwriter in order to expedite or facilitate the disposition of the

Registrable Securities; provided, however, that Crosstex management will not be

required to participate in a roadshow or similar marketing effort.

(b) General Procedures. In connection with any Underwritten Offering

(i) under Section 2.2 of this Agreement, Crosstex shall be entitled to select

the Managing Underwriter or Underwriters, and (ii) under Section 2.3 of this

Agreement, the Selling Holders shall be entitled to select the Managing

Underwriter or Underwriters. In connection with an Underwritten Offering under

Section 2.2 or Section 2.3 hereof, each Selling Holder and Crosstex shall be

obligated to enter into an underwriting agreement which contains such

representations, covenants, indemnities and other rights and obligations as are

customary in underwriting agreements for firm commitment offerings of

securities. No Selling Holder may participate in such Underwritten Offering

unless such Selling Holder agrees to sell its Registrable Securities on the

basis provided in such underwriting agreement and completes and executes all

questionnaires, powers of attorney, indemnities and other documents reasonably

required under the terms of such underwriting agreement. Each Selling Holder

may, at its option, require that any or all of the representations and

warranties by, and the other agreements on the part of, Crosstex to and for the

benefit of such underwriters also be made to and for such Selling Holder's

benefit and that any or all of the conditions precedent to the obligations of

such underwriters under such underwriting agreement also be conditions precedent

to its obligations. No Selling Holder shall be required to make any

representations or warranties to or agreements with Crosstex or the underwriters

other than representations, warranties or agreements regarding such Selling

Holder and its ownership of the securities being registered on its behalf and

its intended method of distribution and any other representation required by

law. If any Selling Holder disapproves of the terms of an underwriting, such

Selling Holder may elect to withdraw

<PAGE>

therefrom by notice to Crosstex and the Managing Underwriter; provided, however,

that such withdrawal must be made prior to the time in the penultimate sentence

of Section 2.2(a) hereof to be effective. No such withdrawal or abandonment

shall affect Crosstex's obligation to pay Registration Expenses.

Section 2.4 Sale Procedures. In connection with its obligations contained

in Sections 2.1, 2.2 and 2.3, Crosstex will, as expeditiously as possible:

(a) prepare and file with the Commission such amendments and

supplements to the Shelf Registration Statement and the prospectus used in

connection therewith as may be necessary to keep the Shelf Registration

Statement effective for the Effectiveness Period and as may be necessary to

comply with the provisions of the Securities Act with respect to the disposition

of all securities covered by the Shelf Registration Statement;

(b) furnish to each Selling Holder (i) as far in advance as

reasonably practicable before filing the Shelf Registration Statement or any

other registration statement contemplated by this Agreement or any supplement or

amendment thereto, upon request, copies of reasonably complete drafts of all

such documents proposed to be filed (including exhibits and each document

incorporated by reference therein to the extent then required by the rules and

regulations of the Commission), and provide each such Selling Holder the

opportunity to object to any information pertaining to such Selling Holder and

its plan of distribution that is contained therein and make the corrections

reasonably requested by such Selling Holder with respect to such information

prior to filing the Shelf Registration Statement or such other registration

statement and the prospectus included therein or any supplement or amendment

thereto, and (ii) such number of copies of the Shelf Registration Statement or

such other registration statement and the prospectus included therein and any

supplements and amendments thereto as such Persons may reasonably request in

order to facilitate the public sale or other disposition of the Registrable

Securities covered by such Shelf Registration Statement or other registration

statement;

Statement or any other registration statement contemplated by this Agreement

under the securities or blue sky laws of such jurisdictions as the Selling

Holders or, in the case of an Underwritten Offering, the Managing Underwriter,

shall reasonably request, provided that Crosstex will not be required to qualify

generally to transact business in any jurisdiction where it is not then required

to so qualify or to take any action which would subject it to general service of

process in any such jurisdiction where it is not then so subject;

(d) promptly notify each Selling Holder and each underwriter, at any

time when a prospectus relating thereto is required to be delivered under the

Securities Act, of (i) the filing of the Shelf Registration Statement or any

other registration statement contemplated by this Agreement or any prospectus

included therein or any amendment or supplement thereto, and, with respect to

such Shelf Registration Statement or any other registration statement or any

post-effective amendment thereto, when the same has become effective; and (ii)

any written comments from the Commission with respect to any filing referred to

in clause (i) and any written request by the Commission for amendments or

supplements to the Shelf Registration Statement or any other registration

<PAGE>

statement or any prospectus or prospectus supplement thereto;

(e) immediately notify each Selling Holder and each underwriter, at

any time when a prospectus relating thereto is required to be delivered under

the Securities Act, of (i) the happening of any event as a result of which the

prospectus contained in the Shelf Registration Statement or any other

registration statement contemplated by this Agreement or any supplemental

amendment thereto, includes an untrue statement of a material fact or omits to

state any material fact required to be stated therein or necessary to make the

statements therein not misleading in the light of the circumstances then

existing; (ii) the issuance or threat of issuance by the Commission of any stop

order suspending the effectiveness of the Shelf Registration Statement or any

other registration statement contemplated by this Agreement, or the initiation

of any proceedings for that purpose; or (iii) the receipt by Crosstex of any

notification with respect to the suspension of the qualification of any

Registrable Securities for sale under the applicable securities or blue sky laws

of any jurisdiction. Following the provision of such notice, Crosstex agrees to

as promptly as practicable amend or supplement the prospectus or prospectus

supplement or take other appropriate action so that the prospectus or prospectus

supplement does not include an untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to make the

statements therein not misleading in the light of the circumstances then

existing and to take such other action as is necessary to remove a stop order,

suspension, threat thereof or proceedings related thereto;

(f) upon request and subject to appropriate confidentiality

obligations, furnish to each Selling Holder copies of any and all transmittal

letters or other correspondence with the Commission or any other governmental

agency or self-regulatory body or other body having jurisdiction (including any

domestic or foreign securities exchange) relating to such offering of

Registrable Securities;

(g) in the case of an Underwritten Offering, furnish upon request,

(i) an opinion of counsel for Crosstex, dated the effective date of the

applicable registration statement or the date of any amendment or supplement

thereto, preliminary or prospectus supplement, and a letter of like kind dated

the date of the closing under the underwriting agreement, and (ii) a "cold

comfort" letter, dated the effective date of the applicable registration

statement or the date of any amendment or supplement thereto, preliminary or

prospectus supplement and a letter of like kind dated the date of the closing

under the underwriting agreement, in each case, signed by the independent public

accountants who have certified Crosstex's financial statements included or

incorporated by reference into the applicable registration statement, and each

of the opinion and the "cold comfort" letter shall be in customary form and

covering substantially the same matters with respect to such registration

statement (and the prospectus included therein any supplement thereto) and as

are customarily covered in opinions of issuer's counsel and in accountants'

letters delivered to the underwriters in Underwritten Offerings of securities,

such other matters as such underwriters may reasonably request;

(h) otherwise use its commercially reasonable efforts to comply with

all applicable rules and regulations of the Commission, and make available to

its security holders, as soon as reasonably practicable, an earnings statement

covering the period of at least 12 months, but not more than 18 months,

beginning with the first full calendar month after the effective date

<PAGE>

of such registration statement, which earnings statement shall satisfy the

provisions of Section 11(a) of the Securities Act and Rule 158 promulgated

thereunder;

(i) make available to the appropriate representatives of the

Managing Underwriter and Selling Holders access to such information and Crosstex

personnel as is reasonable and customary to enable such parties to establish a

due diligence defense under the Securities Act; provided that Crosstex need not

disclose any information to any such representative unless and until such

representative has entered into a confidentiality agreement with Crosstex;

(j) cause all such Registrable Securities registered pursuant to

this Agreement to be listed on each securities exchange or nationally recognized

quotation system on which similar securities issued by Crosstex are then listed;

(k) use its commercially reasonable efforts to cause the Registrable

Securities to be registered with or approved by such other governmental agencies

or authorities as may be necessary by virtue of the business and operations of

Crosstex to enable the Selling Holders to consummate the disposition of such

Registrable Securities;

(l) provide a transfer agent and registrar for all Registrable

Securities covered by such registration statement not later than the effective

date of such registration statement; and

(m) enter into customary agreements and take such other actions as

are reasonably requested by the Selling Holders or the underwriters, if any, in

order to expedite or facilitate the disposition of such Registrable Securities.

Each Selling Holder, upon receipt of notice from Crosstex of the happening

of any event of the kind described in subsection (e) of this Section 2.4, shall

forthwith discontinue disposition of the Registrable Securities until such

Selling Holder's receipt of the copies of the supplemented or amended prospectus

contemplated by subsection (e) of this Section 2.4 or until it is advised in

writing by Crosstex that the use of the prospectus may be resumed, and has

received copies of any additional or supplemental filings incorporated by

reference in the prospectus, and, if so directed by Crosstex, such Selling

Holder will, or will request the Managing Underwriter or underwriters, if any,

to deliver to Crosstex (at Crosstex's expense) all copies in their possession or

control, other than permanent file copies then in such Selling Holder's

possession, of the prospectus and any prospectus supplement covering such

Registrable Securities current at the time of receipt of such notice.

Section 2.5 Cooperation by Holders. Crosstex shall have no obligation to

include in the Shelf Registration Statement units of a Holder or in a Piggyback

Registration units of a Selling Holder who has failed to timely furnish such

information which, in the opinion of counsel to Crosstex, is reasonably required

in order for the registration statement or prospectus supplement, as applicable,

to comply with the Securities Act.

Section 2.6 Restrictions on Public Sale by Holders of Registrable

Securities. Each Holder of Registrable Securities who is included in the Shelf

Registration Statement agrees not to effect any public sale or distribution of

the Registrable Securities during the 30 calendar day period beginning on the

date of a prospectus supplement filed with the Commission with respect

<PAGE>

to the pricing of an Underwritten Offering, provided that the duration of the

foregoing restrictions shall be no longer than the duration of the shortest

restriction generally imposed by the underwriters on the officers or directors

or any other unitholder of Crosstex on whom a restriction is imposed and

provided further that such Selling Holder (together with any Affiliate that is a

Selling Holder) owns at least fifteen million ($15,000,000) of Registrable

Securities and Senior Subordinated Units, in the aggregate (determined by

multiplying the number of Registrable Securities and Senior Subordinated Units

owned by the average of the closing price for Common Units for the ten (10)

trading days preceding the date of such filing).

Section 2.7 Expenses.

(a) Certain Definitions. "Registration Expenses" means all expenses

incident to Crosstex's performance under or compliance with this Agreement to

effect the registration of Registrable Securities in a Shelf Registration

pursuant to Section 2.1, a Piggyback Registration pursuant to Section 2.2, or an

Underwritten Offering pursuant to Section 2.3, and the disposition of such

securities, including, without limitation, all registration, filing, securities

exchange listing and NASDAQ National Market fees, all registration, filing,

qualification and other fees and expenses of complying with securities or blue

sky laws, fees of the National Association of Securities Dealers, Inc., transfer

taxes and fees of transfer agents and registrars, all word processing,

duplicating and printing expenses, the fees and disbursements of counsel and

independent public accountants for Crosstex, including the expenses of any

special audits or "cold comfort" letters required by or incident to such

performance and compliance. Except as otherwise provided in Section 2.8 hereof,

Crosstex shall not be responsible for legal fees incurred by Holders in

connection with the exercise of such Holders' rights hereunder. In addition,

Crosstex shall not be responsible for any "Selling Expenses," which means all

underwriting fees, discounts and selling commissions and transfer taxes

allocable to the sale of the Registrable Securities.

(b) Expenses. Crosstex will pay all reasonable Registration Expenses

in connection with a Piggyback Registration or Underwritten Offering, whether or

not any sale is made pursuant to the Piggyback Registration or Underwritten

Offering. Each Selling Holder shall pay all Selling Expenses in connection with

any sale of its Registrable Securities hereunder.

Section 2.8 Indemnification.

(a) By Crosstex. In the event of a registration of any Registrable

Securities under the Securities Act pursuant to this Agreement, Crosstex will

indemnify and hold harmless each Selling Holder thereunder, its directors and

officers, and each underwriter, pursuant to the applicable underwriting

agreement with such underwriter, of Registrable Securities thereunder and each

Person, if any, who controls such Selling Holder or underwriter within the

meaning of the Securities Act and the Exchange Act, against any losses, claims,

damages, expenses or liabilities (including reasonable attorneys' fees and

expenses) (collectively, "Losses"), joint or several, to which such Selling

Holder or underwriter or controlling Person may become subject under the

Securities Act, the Exchange Act or otherwise, insofar as such Losses (or

actions or proceedings, whether commenced or threatened, in respect thereof)

arise out of or are based upon any untrue statement or alleged untrue statement

of any material fact contained in the Shelf Registration Statement or any other

registration statement contemplated by this Agreement, any

<PAGE>

preliminary prospectus or final prospectus contained therein, or any amendment

or supplement thereof, or arise out of or are based upon the omission or alleged

omission to state therein a material fact required to be stated therein or

necessary to make the statements therein (in the case of a prospectus, in light

of the circumstances under which they were made) not misleading, and will

reimburse each such Selling Holder, its directors and officers, each such

underwriter and each such controlling Person for any legal or other expenses

reasonably incurred by them in connection with investigating or defending any

such Loss or actions or proceedings; provided, however, that Crosstex will not

be liable in any such case if and to the extent that any such Loss arises out of

or is based upon an untrue statement or alleged untrue statement or omission or

alleged omission so made in conformity with information furnished by such

Selling Holder, such underwriter or such controlling Person in writing

specifically for use in the Shelf Registration Statement or such other

registration statement, or prospectus supplement, as applicable. Such indemnity

shall remain in full force and effect regardless of any investigation made by or

on behalf of such Selling Holder or any such director, officer or controlling

Person, and shall survive the transfer of such securities by such Selling

Holder.

(b) By Each Selling Holder. Each Selling Holder agrees severally and

not jointly to indemnify and hold harmless Crosstex, its directors and officers,

and each Person, if any, who controls Crosstex within the meaning of the

Securities Act or of the Exchange Act to the same extent as the foregoing

indemnity from Crosstex to the Selling Holders, but only with respect to

information regarding such Selling Holder furnished in writing by or on behalf

of such Selling Holder expressly for inclusion in the Shelf Registration

Statement or prospectus supplement relating to the Registrable Securities, or

any amendment or supplement thereto; provided, however, that the liability of

each Selling Holder shall not be greater in amount than the dollar amount of the

proceeds (net of any Selling Expenses) received by such Selling Holder from the

sale of the Registrable Securities giving rise to such indemnification.

of notice of the commencement of any action, such indemnified party shall, if a

claim in respect thereof is to be made against the indemnifying party hereunder,

notify the indemnifying party in writing thereof, but the omission so to notify

the indemnifying party shall not relieve it from any liability which it may have

to any indemnified party other than under this Section 2.8. In any action

brought against any indemnified party, it shall notify the indemnifying party of

the commencement thereof. The indemnifying party shall be entitled to

participate in and, to the extent it shall wish, to assume and undertake the

defense thereof with counsel reasonably satisfactory to such indemnified party

and, after notice from the indemnifying party to such indemnified party of its

election so to assume and undertake the defense thereof, the indemnifying party

shall not be liable to such indemnified party under this Section 2.8 for any

legal expenses subsequently incurred by such indemnified party in connection

with the defense thereof other than reasonable costs of investigation and of

liaison with counsel so selected; provided, however, that, (i) if the

indemnifying party has failed to assume the defense and employ counsel or (ii)

if the defendants in any such action include both the indemnified party and the

indemnifying party and counsel to the indemnified party shall have concluded

that there may be reasonable defenses available to the indemnified party that

are different from or additional to those available to the indemnifying party,

or if the interests of the indemnified party reasonably may be deemed to

conflict with the interests of the indemnifying party, then the indemnified

party shall have the right to select a separate counsel and to assume such legal

<PAGE>

defense and otherwise to participate in the defense of such action, with the

reasonable expenses and fees of such separate counsel and other reasonable

expenses related to such participation to be reimbursed by the indemnifying

party as incurred. Notwithstanding any other provision of this Agreement, no

indemnified party shall settle any action brought against it with respect to

which it is entitled to indemnification hereunder without the consent of the

indemnifying party, unless the settlement thereof imposes no liability or

obligation on, and includes a complete and unconditional release from all

liability of, the indemnifying party.

(d) Contribution. If the indemnification provided for in this

Section 2.8 is held by a court or government agency of competent jurisdiction to

be unavailable to Crosstex or any Selling Holder or is insufficient to hold them

harmless in respect of any Losses, then each such indemnifying party, in lieu of

indemnifying such indemnified party, shall contribute to the amount paid or

payable by such indemnified party as a result of such Losses as between Crosstex

on the one hand and such Selling Holder on the other, in such proportion as is

appropriate to reflect the relative fault of Crosstex on the one hand and of

such Selling Holder on the other in connection with the statements or omissions

which resulted in such Losses, as well as any other relevant equitable

considerations; provided, however, that in no event shall such Selling Holder be

required to contribute an aggregate amount in excess of the dollar amount of

proceeds (net of Selling Expenses) received by such Selling Holder from the sale

of Registrable Securities giving rise to such indemnification. The relative

fault of Crosstex on the one hand and each Selling Holder on the other shall be

determined by reference to, among other things, whether the untrue or alleged

untrue statement of a material fact or the omission or alleged omission to state

a material fact has been made by, or relates to, information supplied by such

party, and the parties' relative intent, knowledge, access to information and

opportunity to correct or prevent such statement or omission. The parties hereto

agree that it would not be just and equitable if contributions pursuant to this

paragraph were to be determined by pro rata allocation or by any other method of

allocation which does not take account of the equitable considerations referred

to in the first sentence of this paragraph. The amount paid by an indemnified

party as a result of the Losses referred to in the first sentence of this

paragraph shall be deemed to include any legal and other expenses reasonably

incurred by such indemnified party in connection with investigating or defending

any Loss which is the subject of this paragraph. No person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Securities Act)

shall be entitled to contribution from any Person who is not guilty of such

fraudulent misrepresentation.

(e) Other Indemnification. The provisions of this Section 2.8 shall

be in addition to any other rights to indemnification or contribution which an

indemnified party may have pursuant to law, equity, contract or otherwise.

Section 2.9 Rule 144 Reporting. With a view to making available the

benefits of certain rules and regulations of the Commission that may permit the

sale of the Registrable Securities to the public without registration, Crosstex

agrees to use its commercially reasonable efforts to:

(a) Make and keep public information regarding Crosstex available,

as those terms are understood and defined in Rule 144 of the Securities Act, at

all times from and after the date hereof;

<PAGE>

(b) File with the Commission in a timely manner all reports and

other documents required of Crosstex under the Securities Act and the Exchange

Act at all times from and after the date hereof; and

such Holder forthwith upon request a copy of the most recent annual or quarterly

report of Crosstex, and such other reports and documents so filed as such Holder

may reasonably request in availing itself of any rule or regulation of the

Commission allowing such Holder to sell any such securities without

registration.

Section 2.10 Transfer or Assignment of Registration Rights. The rights to

cause Crosstex to register Registrable Securities granted to the Purchasers by

Crosstex under this Article II may be transferred or assigned by the Purchasers

to one or more transferee(s) or assignee(s) of such Registrable Securities, who

(a) are Affiliates of such Purchaser, or (b) hold at least fifteen million

($15,000,000) of Registrable Securities and Senior Subordinated Units. Crosstex

shall be given written notice prior to any said transfer or assignment, stating

the name and address of each such transferee and identifying the securities with

respect to which such registration rights are being transferred or assigned, and

each such transferee shall assume in writing responsibility for its obligations

of the Purchasers under this Agreement.

Section 2.11 Limitation on Subsequent Registration Rights. From and after

the date hereof, Crosstex shall not, without the prior written consent of the

Holders of a majority of the outstanding Registrable Securities, enter into any

agreement with any current or future holder of any securities of Crosstex that

would allow such current or future holder to require Crosstex to include

securities in any registration statement filed by Crosstex on a basis that is

superior in any way to the piggyback rights granted to the Purchasers hereunder.

ARTICLE III

MISCELLANEOUS

Section 3.1 Communications. All notices and other communications provided

for or permitted hereunder shall be made in writing by facsimile, courier

service or personal delivery:

(a) If to Fiduciary/Claymore MLP Opportunity Fund:

c/o Fiduciary Asset Management

8112 Maryland Avenue, Suite 400

St. Louis MO 63105

Attention: Jim Cunnane

Facsimile: (314) 863-4360

(b) If to Kayne Anderson MLP Investment Company or Kayne Anderson

Energy Total Return Fund, Inc.:

1800 Avenue of the Stars, 2nd Floor

Los Angeles, CA 90067

Attention: David Shladovsky, Esq.

Facsimile: (310) 284-6490

<PAGE>

and

1100 Louisiana, Suite 4550

Houston, Texas 77002

Attention: Kevin McCarthy

Facsimile: (713) 655-7359

with a copy to:

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2300

Houston, TX 77002

Attention: Dan Fleckman

Facsimile: (713) 615-5859

Infrastructure Corporation:

10801 Mastin, Suite 222

Overland Park, KS 66210

Attention: David Schulte

Facsimile: (913) 345-2763

with a copy to:

Blackwell Sanders Peper Martin LLP

2300 Main Street, Suite 1000

Kansas City, MO 64108

Attention: Steven F. Carman

Facsimile: (816) 983-8080

(d) If to Crosstex:

Crosstex Energy, L.P.

2501 Cedar Springs

Dallas, Texas 75201

Attention: Barry E. Davis

Facsimile: (214) 953-9500

with a copy to:

Baker Botts L.L.P.

2001 Ross Avenue

Dallas, Texas 75201-2980

Attention: Doug Rayburn

Facsimile: (214) 661-4634

<PAGE>

or, if to a transferee of such Purchaser, to such Holder at the address provided

pursuant to Section 2.10 above. All such notices and communications shall be

deemed to have been received at the time delivered by hand, if personally

delivered; when receipt acknowledged, if sent via facsimile or sent via Internet

electronic mail; and when actually received, if sent by any other means.

Section 3.2 Successor and Assigns. This Agreement shall inure to the

benefit of and be binding upon the successors and assigns of each of the

parties, including subsequent Holders of Registrable Securities to the extent

permitted herein.

Section 3.3 Assignment of Rights. All or any portion of the rights and

obligations of the Purchasers under this Agreement may be transferred or

assigned by such Purchaser in accordance with Section 2.10 hereof.

Section 3.4 Recapitalization, Exchanges, etc. Affecting the Common Units.

The provisions of this Agreement shall apply to the full extent set forth herein

with respect to any and all units of Crosstex or any successor or assign of

Crosstex (whether by merger, consolidation, sale of assets or otherwise) which

may be issued in respect of, in exchange for or in substitution of, the

Registrable Securities, and shall be appropriately adjusted for combinations,

recapitalizations and the like occurring after the date of this Agreement.

Section 3.5 Specific Performance. Damages in the event of breach of this

Agreement by a party hereto may be difficult, if not impossible, to ascertain,

and it is therefore agreed that each such Person, in addition to and without

limiting any other remedy or right it may have, will have the right to an

injunction or other equitable relief in any court of competent jurisdiction,

enjoining any such breach, and enforcing specifically the terms and provisions

hereof, and each of the parties hereto hereby waives any and all defenses it may

have on the ground of lack of jurisdiction or competence of the court to grant

such an injunction or other equitable relief. The existence of this right will

not preclude any such Person from pursuing any other rights and remedies at law

or in equity which such Person may have.

Section 3.6 Counterparts. This Agreement may be executed in any number of

counterparts and by different parties hereto in separate counterparts, each of

which counterparts, when so executed and delivered, shall be deemed to be an

original and all of which counterparts, taken together, shall constitute but one

and the same Agreement.

Section 3.7 Headings. The headings in this Agreement are for convenience

of reference only and shall not limit or otherwise affect the meaning hereof.

Section 3.8 Governing Law. The laws of the State of Texas shall govern

this Agreement without regard to principles of conflict of laws.

Section 3.9 Severability of Provisions. Any provision of this Agreement

which is prohibited or unenforceable in any jurisdiction shall, as to such

jurisdiction, be ineffective to the extent of such prohibition or

unenforceability without invalidating the remaining provisions

<PAGE>

hereof or affecting or impairing the validity or enforceability of such

provision in any other jurisdiction.

Section 3.10 Entire Agreement. This Agreement, the Purchase Agreement and

the Non-Disclosure Agreement are intended by the parties as a final expression

of their agreement and intended to be a complete and exclusive statement of the

agreement and understanding of the parties hereto in respect of the subject

matter contained herein or therein. There are no restrictions, promises,

warranties or undertakings, other than those set forth or referred to herein or

therein with respect to the rights granted by Crosstex set forth herein or

therein. This Agreement, the Purchase Agreement and the Non-Disclosure Agreement

supersede all prior agreements and understandings between the parties with

respect to such subject matter.

Section 3.11 Amendment. This Agreement may be amended only by means of a

written amendment signed by Crosstex and the Holders of a majority of the then

outstanding Registrable Securities; provided, however, that no such amendment

shall materially and adversely affect the rights of any Holder hereunder without

the consent of such Holder.

Section 3.12 No Presumption. In the event any claim is made by a party

relating to any conflict, omission, or ambiguity in this Agreement, no

presumption or burden of proof or persuasion shall be implied by virtue of the

fact that this Agreement was prepared by or at the request of a particular party

or its counsel.

[The remainder of this page is intentionally left blank.]

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the

date first written above.

CROSSTEX, ENERGY, L.P.

By: Crosstex Energy GP, L.P. (its General Partner)

By: Crosstex Energy GP, LLC (its General Partner)

By: _______________________________________

William W. Davis

Executive Vice President and Chief

Financial Officer

[Signature Page to Registration Rights Agreement]

<PAGE>

FIDUCIARY/CLAYMORE MLP

OPPORTUNITY FUND

By: _________________________________________

James J. Cunnane, Jr.

Managing Director and Senior Portfolio

Manager

[Signature Page to Registration Rights Agreement]

<PAGE>

KAYNE ANDERSON MLP INVESTMENT

COMPANY

By: ________________________

James C. Baker

Vice President

[Signature Page to Registration Rights Agreement]

<PAGE>

KAYNE ANDERSON ENERGY TOTAL

RETURN FUND, INC.

By: ________________________

James C. Baker

Vice President

[Signature Page to Registration Rights Agreement]

<PAGE>

TORTOISE ENERGY CAPITAL CORPORATION

By: ________________________

David J. Schulte

President

[Signature Page to Registration Rights Agreement]

<PAGE>

TORTOISE ENERGY INFRASTRUCTURE

CORPORATION

By: ________________________

David J. Schulte

President

[Signature Page to Registration Rights Agreement]

<PAGE>

SCHEDULE A

<TABLE>

ALLOCATED

PURCHASER PURCHASED UNITS PURCHASE PRICE

--------------------------------------------------- --------------- ----------------

Fiduciary/Claymore MLP Opportunity Fund............ 407,167 15,000,032.28

Kayne Anderson MLP Investment Company.............. 1,294,789 47,700,026.76

Kayne Anderson Energy Total Return Fund, Inc....... 62,432 2,299,994.88

Tortoise Energy Capital Corp....................... 977,199 36,000,011.16

Tortoise Energy Infrastructure Corporation......... 108,578 4,000,013.52

--------- ---------------

Total......................................... 2,850,165 $105,000,078.60

========= ===============

</TABLE>

Schedule A

<PAGE>

EXHIBIT B - FORM OF OPINION OF CROSSTEX COUNSEL

Capitalized terms used but not defined herein have the meanings assigned

to such terms in the Senior Subordinated Series B Unit Purchase Agreement (the

"Purchase Agreement"). Crosstex shall furnish to the Purchasers at the Closing

an opinion of Baker Botts L.L.P., counsel for Crosstex, addressed to the

Purchasers and dated the Closing Date in form satisfactory to Vinson & Elkins

L.L.P., counsel for the Purchasers, stating that:

(i) Each of Crosstex and its "significant subsidiaries" that are

organized under the laws of the States of Delaware or Texas (the "Crosstex

Subsidiaries," and, collectively with Crosstex, the "Crosstex Entities") has

been duly formed and is validly existing and in good standing under the laws of

the jurisdiction of its formation with all necessary, partnership or limited

liability company power and authority to own, lease, use or operate its

respective properties and to carry on its business as its business is now

conducted as described in Crosstex's Annual Report on Form 10-K for the period

ended December 31, 2004 (the "Annual Report") and Crosstex's Quarterly Reports

on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005 (each, a

"10-Q"). Each of the Crosstex Entities is duly qualified or registered for the

transaction of business and in good standing as a foreign limited partnership or

limited liability company, as applicable, in each of the jurisdictions set forth

in Exhibit A to such opinion.

(ii) As of the date hereof, and prior to the sale and issuance of

the Purchased Units as contemplated by the Purchase Agreement, the issued and

outstanding limited partner interests of Crosstex consist of [_________] Common

Units, [__________] Subordinated Units, 1,495,410 Senior Subordinated Units and

the Incentive Distribution Rights, as defined in the Partnership Agreement. The

only issued and outstanding general partner interests of Crosstex are the

interests of the General Partners described in the Partnership Agreement. All

outstanding Common Units, Subordinated Units, Senior Subordinated Units and

Incentive Distribution Rights and the limited partner interests represented

thereby have been duly authorized and validly issued in accordance with the

Partnership Agreement and are fully paid (to the extent required under the

Partnership Agreement) and nonassessable (except as such nonassessability may be

affected by matters described in Sections 17-303 and 17-607 of the Delaware

Revised Uniform Limited Partnership Act ("Delaware LP Act")).

(iii) To our knowledge, except as described in the Annual Report and

each 10-Q, and except for options granted pursuant to the Crosstex Energy GP,

LLC Long-Term Incentive Plan, there are no outstanding or authorized (i)

options, warrants, preemptive rights, subscriptions, calls, or other rights,

convertible or exchangeable securities, agreements, claims or commitments of any

character obligating any Crosstex Entity to issue, transfer or sell any

partnership interests or other equity interest in, any Crosstex Entity or

securities convertible into or exchangeable for such partnership interests, (ii)

obligations of any Crosstex Entity to repurchase, redeem or otherwise acquire

any partnership interests or equity interests of any Crosstex Entity or any such

securities or agreements listed in clause (i) of this sentence or (iii) voting

trusts or similar agreements to which any Crosstex Entity is a party with

respect to the voting of the equity interests of any Crosstex Entity. To our

knowledge, none of the offering or sale of the Purchased Units or the

registration of the Common Units underlying the Purchased Units pursuant to the

Registration Rights Agreement, all as contemplated by the Purchase

Exhibit B - Page 1

<PAGE>

Agreement, gives rise to any rights for or relating to the registration of any

Common Units or other securities of Crosstex other than those rights granted to

the General Partner or any of its Affiliates (as such term is defined in the

Partnership Agreement) under Section 7.12 of the Partnership Agreement.

(iv) Crosstex owns of record, directly or indirectly, all of the

issued and outstanding equity interests of each of the Crosstex Subsidiaries,

free and clear of any Liens (A) in respect of which a financing statement under

the Uniform Commercial Code naming any of the Crosstex Entities as debtor is on

file in the office of the Secretary of State of Delaware or the office of the

Secretary of State of Texas, (B) otherwise known to us, without independent

investigation, other than those created by or arising under the Delaware LP Act,

the Texas Revised Limited Partnership Act (the "Texas LP Act") or the Delaware

Limited Liability Company Act (the "Delaware LLC Act"), or (C) except for such

Liens as may be imposed under the Senior Secured Credit Facility or the Crosstex

Master Shelf Agreement, and all such ownership interests have been duly

authorized, validly issued and are fully paid (to the extent required in the

organizational documents of the Crosstex Subsidiaries, as applicable) and

non-assessable (except as such nonassessability may be affected by matters

described in Sections 17-303 and 17-607 of the Delaware LP Act or Sections 3.03,

5.02 and 6.07 of the Texas LP Act, as applicable).

(v) The Purchased Units to be issued and sold to the Purchasers by

Crosstex pursuant to the Purchase Agreement, and the limited partner interests

represented thereby, have been duly authorized under the Partnership Agreement

and when issued and delivered to the Purchasers against payment therefor in

accordance with the terms of the Purchase Agreement, will be validly issued,

fully paid (to the extent required by the Partnership Agreement) and

nonassessable (except as such nonassessability may be affected by matters

described in Sections 17-303 and 17-607 of the Delaware LP Act).

(vi) None of the offering, issuance and sale by Crosstex of the

Purchased Units or the execution, delivery and performance of the Purchase

Agreement and Registration Rights Agreement (A) constitutes or will constitute a

violation of the Partnership Agreement or other organizational documents of any

of the Crosstex Entities, (B) constitutes or will constitute a breach or

violation of, or a default under (or an event which, with notice or lapse of

time or both, would constitute such an event), any agreement filed or

incorporated by reference as an exhibit to the Annual Report or (C) results or

will result in any violation of the Delaware LP Act, the Delaware LLC Act, or

U.S. federal law, which in the case of clauses (B) or (C) would be reasonably

likely to have a Crosstex Material Adverse Effect; provided, however, that no

opinion is expressed pursuant to this paragraph (vi) with respect to federal or

state securities or anti-fraud statutes, rules or regulations.

(vii) Each of the Purchase Agreement, Registration Rights Agreement

and Partnership Agreement has been duly authorized and validly executed and

delivered on behalf of Crosstex or Crosstex Energy GP, L.P. party thereto, and

is enforceable against such entity except as the enforceability thereof may be

limited by (A) applicable bankruptcy, insolvency, fraudulent transfer,

reorganization, moratorium or similar laws from time to time in effect affecting

creditors' rights and remedies generally and by general principles of equity

(regardless of whether such principles are considered in a proceeding in equity

or at law) and (B) public policy,

Exhibit B - Page 2

<PAGE>

applicable law relating to fiduciary duties and indemnification and an implied

covenant of good faith and fair dealing.

(viii) Except for the approvals required by the Commission in

connection with Crosstex's obligations under the Registration Rights Agreement,

no authorization, consent, approval, waiver, license, qualification or filing

with any U.S. federal or Delaware court, governmental agency or body having

jurisdiction over the Crosstex Entities or any of their respective properties is

required for the issuance and sale by Crosstex of the Purchased Units, the

execution, delivery and performance of each of the Purchase Agreement and

Registration Rights or the consummation of the transactions contemplated by the

Purchase Agreement and Registration Rights Agreement, except those that have

been obtained or as may be required under state securities or "Blue Sky" laws,

as to which we do not express any opinion.

(ix) To our knowledge, there is no action, suit, proceeding or

investigation pending against the Crosstex Entities before any court or

governmental agency that questions the validity of the Purchase Agreement,

Partnership Agreement or the Registration Rights Agreement, or the right of

Crosstex to enter into any of the foregoing agreements.

(x) Crosstex is not an "investment company" within the meaning of

the Investment Company Act of 1940, as amended.

(xi) The Common Units issuable upon conversion of the Purchased

Units and the limited partner interests represented thereby have been duly

authorized by Crosstex pursuant to the Partnership Agreement and, upon issuance

in accordance with the terms of Senior Subordinated Series B Units and the

Partnership Agreement, will be validly issued, fully paid (to the extent

required by the Partnership Agreement) and nonassessable (except as such

nonassessability may be affected by matters described in Section 17-607 of the

Delaware LP Act).

Exhibit B - Page 3

<PAGE>

EXHIBIT C - FORM OF FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

SEE ATTACHED

Exhibit C

<PAGE>

EXHIBIT C

================================================================================

FORM OF FOURTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

CROSSTEX ENERGY, L.P.

================================================================================

<PAGE>

TABLE OF CONTENTS

<TABLE>

<S> <C>

ARTICLE I DEFINITIONS............................................................................................ 1

SECTION 1.1 DEFINITIONS................................................................................. 1

SECTION 1.2 CONSTRUCTION................................................................................ 18

ARTICLE II ORGANIZATION.......................................................................................... 18

SECTION 2.1 FORMATION................................................................................... 18

SECTION 2.2 NAME........................................................................................ 19

SECTION 2.3 REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE; OTHER OFFICES........................ 19

SECTION 2.4 PURPOSE AND BUSINESS........................................................................ 20

SECTION 2.5 POWERS...................................................................................... 20

SECTION 2.6 POWER OF ATTORNEY........................................................................... 20

SECTION 2.7 TERM........................................................................................ 22

SECTION 2.8 TITLE TO PARTNERSHIP ASSETS................................................................. 22

ARTICLE III RIGHTS OF LIMITED PARTNERS........................................................................... 22

SECTION 3.1 LIMITATION OF LIABILITY..................................................................... 22

SECTION 3.2 MANAGEMENT OF BUSINESS...................................................................... 22

SECTION 3.3 OUTSIDE ACTIVITIES OF THE LIMITED PARTNERS.................................................. 23

SECTION 3.4 RIGHTS OF LIMITED PARTNERS.................................................................. 23

ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS.. 24

SECTION 4.1 CERTIFICATES................................................................................ 24

SECTION 4.2 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES........................................... 24

SECTION 4.3 RECORD HOLDERS.............................................................................. 25

SECTION 4.4 TRANSFER GENERALLY.......................................................................... 26

SECTION 4.5 REGISTRATION AND TRANSFER OF LIMITED PARTNER INTERESTS...................................... 26

SECTION 4.6 TRANSFER OF THE GENERAL PARTNER'S GENERAL PARTNER INTEREST.................................. 27

SECTION 4.7 TRANSFER OF INCENTIVE DISTRIBUTION RIGHTS................................................... 28

SECTION 4.8 RESTRICTIONS ON TRANSFERS................................................................... 28

SECTION 4.9 CITIZENSHIP CERTIFICATES; NON-CITIZEN ASSIGNEES............................................. 29

SECTION 4.10 REDEMPTION OF PARTNERSHIP INTERESTS OF NON-CITIZEN ASSIGNEES................................ 30

ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS............................................ 31

SECTION 5.1 ORGANIZATIONAL CONTRIBUTIONS................................................................ 31

SECTION 5.2 CONTRIBUTIONS BY THE GENERAL PARTNER AND ITS AFFILIATES..................................... 31

SECTION 5.3 CONTRIBUTIONS BY INITIAL LIMITED PARTNERS................................................... 32

SECTION 5.4 INTEREST AND WITHDRAWAL..................................................................... 32

SECTION 5.5 CAPITAL ACCOUNTS............................................................................ 32

SECTION 5.6 ISSUANCES OF ADDITIONAL PARTNERSHIP SECURITIES.............................................. 37

SECTION 5.7 LIMITATIONS ON ISSUANCE OF ADDITIONAL PARTNERSHIP SECURITIES................................ 38

SECTION 5.8 CONVERSION OF SENIOR SUBORDINATED UNITS..................................................... 41

SECTION 5.9 CONVERSION OF SENIOR SUBORDINATED SERIES B UNITS............................................ 41

SECTION 5.10 CONVERSION OF SUBORDINATED UNITS............................................................ 41

SECTION 5.11 LIMITED PREEMPTIVE RIGHT.................................................................... 42

SECTION 5.12 SPLITS AND COMBINATIONS..................................................................... 43

SECTION 5.13 FULLY PAID AND NON-ASSESSABLE NATURE OF LIMITED PARTNER INTERESTS........................... 44

ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS......................................................................... 44

SECTION 6.1 ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES.................................................... 44

SECTION 6.2 ALLOCATIONS FOR TAX PURPOSES................................................................ 51

SECTION 6.3 REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS; DISTRIBUTIONS TO RECORD HOLDERS.......... 53

</TABLE>

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SECTION 6.4 DISTRIBUTIONS OF AVAILABLE CASH FROM OPERATING SURPLUS...................................... 54

SECTION 6.5 DISTRIBUTIONS OF AVAILABLE CASH FROM CAPITAL SURPLUS........................................ 55

SECTION 6.6 ADJUSTMENT OF MINIMUM QUARTERLY DISTRIBUTION AND TARGET DISTRIBUTION LEVELS................. 56

SECTION 6.7 SPECIAL PROVISIONS RELATING TO THE HOLDERS OF SENIOR SUBORDINATED UNITS..................... 56

SECTION 6.8 SPECIAL PROVISIONS RELATING TO THE HOLDERS OF SENIOR SUBORDINATED SERIES B UNITS............ 57

SECTION 6.9 SPECIAL PROVISIONS RELATING TO THE HOLDERS OF SUBORDINATED UNITS............................ 58

SECTION 6.10 SPECIAL PROVISIONS RELATING TO THE HOLDERS OF INCENTIVE DISTRIBUTION RIGHTS................. 58

SECTION 6.11 ENTITY-LEVEL TAXATION....................................................................... 59

ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS................................................................. 59

SECTION 7.1 MANAGEMENT.................................................................................. 59

SECTION 7.2 CERTIFICATE OF LIMITED PARTNERSHIP.......................................................... 61

SECTION 7.3 RESTRICTIONS ON THE GENERAL PARTNER'S AUTHORITY............................................. 62

SECTION 7.4 REIMBURSEMENT OF THE GENERAL PARTNER........................................................ 63

SECTION 7.5 OUTSIDE ACTIVITIES.......................................................................... 63

SECTION 7.6 LOANS FROM THE GENERAL PARTNER; LOANS OR CONTRIBUTIONS FROM THE PARTNERSHIP;

CONTRACTS WITH AFFILIATES; CERTAIN RESTRICTIONS ON THE GENERAL PARTNER...................... 65

SECTION 7.7 INDEMNIFICATION............................................................................. 66

SECTION 7.8 LIABILITY OF INDEMNITEES.................................................................... 68

SECTION 7.9 RESOLUTION OF CONFLICTS OF INTEREST......................................................... 69

SECTION 7.10 OTHER MATTERS CONCERNING THE GENERAL PARTNER................................................ 70

SECTION 7.11 PURCHASE OR SALE OF PARTNERSHIP SECURITIES.................................................. 71

SECTION 7.12 REGISTRATION RIGHTS OF THE GENERAL PARTNER AND ITS AFFILIATES............................... 71

SECTION 7.13 RELIANCE BY THIRD PARTIES................................................................... 73

ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS.............................................................. 74

SECTION 8.1 RECORDS AND ACCOUNTING...................................................................... 74

SECTION 8.2 FISCAL YEAR................................................................................. 74

SECTION 8.3 REPORTS..................................................................................... 74

ARTICLE IX TAX MATTERS........................................................................................... 74

SECTION 9.1 TAX RETURNS AND INFORMATION................................................................. 74

SECTION 9.2 TAX ELECTIONS............................................................................... 75

SECTION 9.3 TAX CONTROVERSIES........................................................................... 75

SECTION 9.4 WITHHOLDING................................................................................. 75

ARTICLE X ADMISSION OF PARTNERS.................................................................................. 76

SECTION 10.1 ADMISSION OF INITIAL LIMITED PARTNERS....................................................... 76

SECTION 10.2 ADMISSION OF SUBSTITUTED LIMITED PARTNER.................................................... 76

SECTION 10.3 ADMISSION OF SUCCESSOR GENERAL PARTNER...................................................... 76

SECTION 10.4 ADMISSION OF ADDITIONAL LIMITED PARTNERS.................................................... 77

SECTION 10.5 AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP............................... 77

ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS..................................................................... 78

SECTION 11.1 WITHDRAWAL OF THE GENERAL PARTNER........................................................... 78

SECTION 11.2 REMOVAL OF THE GENERAL PARTNER.............................................................. 79

SECTION 11.3 INTEREST OF DEPARTING PARTNER AND SUCCESSOR GENERAL PARTNER................................. 80

SECTION 11.4 TERMINATION OF SUBORDINATION PERIOD, CONVERSION OF SUBORDINATED UNITS AND

EXTINGUISHMENT OF CUMULATIVE COMMON UNIT ARREARAGES......................................... 81

SECTION 11.5 WITHDRAWAL OF LIMITED PARTNERS.............................................................. 81

ARTICLE XII DISSOLUTION AND LIQUIDATION.......................................................................... 82

SECTION 12.1 DISSOLUTION................................................................................. 82

SECTION 12.2 CONTINUATION OF THE BUSINESS OF THE PARTNERSHIP AFTER DISSOLUTION........................... 82

SECTION 12.3 LIQUIDATOR.................................................................................. 83

SECTION 12.4 LIQUIDATION................................................................................. 83

</TABLE>

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SECTION 12.5 CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP.......................................... 84

SECTION 12.6 RETURN OF CONTRIBUTIONS..................................................................... 84

SECTION 12.7 WAIVER OF PARTITION......................................................................... 85

SECTION 12.8 CAPITAL ACCOUNT RESTORATION................................................................. 85

ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE........................................... 85

SECTION 13.1 AMENDMENT TO BE ADOPTED SOLELY BY THE GENERAL PARTNER....................................... 85

SECTION 13.2 AMENDMENT PROCEDURES........................................................................ 86

SECTION 13.3 AMENDMENT REQUIREMENTS...................................................................... 87

SECTION 13.4 SPECIAL MEETINGS............................................................................ 87

SECTION 13.5 NOTICE OF A MEETING......................................................................... 88

SECTION 13.6 RECORD DATE................................................................................. 88

SECTION 13.7 ADJOURNMENT................................................................................. 88

SECTION 13.8 WAIVER OF NOTICE; APPROVAL OF MEETING; APPROVAL OF MINUTES.................................. 88

SECTION 13.9 QUORUM...................................................................................... 89

SECTION 13.10 CONDUCT OF A MEETING........................................................................ 89

SECTION 13.11 ACTION WITHOUT A MEETING.................................................................... 90

SECTION 13.12 VOTING AND OTHER RIGHTS..................................................................... 90

ARTICLE XIV MERGER............................................................................................... 91

SECTION 14.1 AUTHORITY................................................................................... 91

SECTION 14.2 PROCEDURE FOR MERGER OR CONSOLIDATION....................................................... 91

SECTION 14.3 APPROVAL BY LIMITED PARTNERS OF MERGER OR CONSOLIDATION..................................... 92

SECTION 14.4 CERTIFICATE OF MERGER....................................................................... 93

SECTION 14.5 EFFECT OF MERGER............................................................................ 93

ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS............................................................ 93

SECTION 15.1 RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS.................................................. 93

ARTICLE XVI GENERAL PROVISIONS................................................................................... 95

SECTION 16.1 ADDRESSES AND NOTICES....................................................................... 95

SECTION 16.2 FURTHER ACTION.............................................................................. 96

SECTION 16.3 BINDING EFFECT.............................................................................. 96

SECTION 16.4 INTEGRATION................................................................................. 96

SECTION 16.5 CREDITORS................................................................................... 96

SECTION 16.6 WAIVER...................................................................................... 96

SECTION 16.7 COUNTERPARTS................................................................................ 96

SECTION 16.8 APPLICABLE LAW.............................................................................. 96

SECTION 16.9 INVALIDITY OF PROVISIONS.................................................................... 97

SECTION 16.10 CONSENT OF PARTNERS......................................................................... 97

</TABLE>

iii

<PAGE>

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED

PARTNERSHIP OF CROSSTEX ENERGY, L.P.

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

CROSSTEX ENERGY, L.P. dated as of __________, 2005, is entered into by and among

Crosstex Energy GP, L.P., a Delaware limited partnership, as the General

Partner, together with any other Persons who become Partners in the Partnership

or parties hereto as provided herein. In consideration of the covenants,

conditions and agreements contained herein, the parties hereto hereby agree as

follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

The following definitions shall be for all purposes, unless otherwise

clearly indicated to the contrary, applied to the terms used in this Agreement.

"Acquisition" means any transaction in which any Group Member acquires

(through an asset acquisition, merger, stock acquisition or other form of

investment) control over all or a portion of the assets, properties or business

of another Person for the purpose of increasing the operating capacity or

revenues of the Partnership Group from the operating capacity or revenues of the

Partnership Group existing immediately prior to such transaction.

"Additional Limited Partner" means a Person admitted to the Partnership as

a Limited Partner pursuant to Section 10.4 and who is shown as such on the books

and records of the Partnership.

"Adjusted Capital Account" of a Partner means the Capital Account

maintained for such Partner adjusted as provided herein. The balance of an

Adjusted Capital Account at any time is the balance of the Capital Account at

such time (a) increased by any amounts that such Partner is obligated at such

time to restore under the standards set by Treasury Regulation Section

1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury

Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the

amount of losses and deductions that are reasonably expected at such time to be

allocated to such Partner in subsequent taxable periods of the Partnership under

Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section

1.751-1(b)(2)(ii), and (ii) the amount of all distributions that are reasonably

expected at such time to be made to such Partner in subsequent taxable periods

to the extent they exceed offsetting increases to such Partner's Capital Account

that are reasonably expected to occur during (or prior to) the taxable period in

which such distributions are reasonably expected to be made (other than

increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i)

or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended

to comply with the provisions of Treasury Regulation Section

1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The

"Adjusted Capital Account" in respect of a General Partner Interest, a Common

Unit, a Senior Subordinated Unit, a Senior Subordinated Series B Unit, a

Subordinated Unit or an Incentive Distribution Right or any other Partnership

Interest

<PAGE>

shall be the amount which the Adjusted Capital Account of a Partner would be if

such Partnership Interest were the only interest in the Partnership held by that

Partner from and after the date on which such Partnership Interest was first

issued.

"Adjusted Operating Surplus" means, with respect to any period, Operating

Surplus generated during such period (a) less (i) any net increase in Working

Capital Borrowings with respect to such period and (ii) any net reduction in

cash reserves for Operating Expenditures with respect to such period not

relating to an Operating Expenditure made with respect to such period, and (b)

plus (i) any net decrease in Working Capital Borrowings with respect to such

period, and (ii) any net increase in cash reserves for Operating Expenditures

with respect to such period required by any debt instrument for the repayment of

principal, interest or premium. Adjusted Operating Surplus does not include that

portion of Operating Surplus included in clause (a)(i) of the definition of

Operating Surplus.

"Affiliate" means, with respect to any Person, any other Person that

directly or indirectly through one or more intermediaries controls, is

controlled by or is under common control with, the Person in question. As used

herein, the term "control" means the possession, direct or indirect, of the

power to direct or cause the direction of the management and policies of a

Person, whether through ownership of voting securities, by contract or

otherwise.

"Agreed Allocation" means any allocation, other than a Required

Allocation, of an item of income, gain, loss or deduction pursuant to the

provisions of Section 6.1.

"Agreed Value" of any item of property means the fair market value of such

item of property as determined by the General Partner using such reasonable

method of valuation as it may adopt. The General Partner shall, in its

discretion, use such method as it deems reasonable and appropriate to allocate

the aggregate Agreed Value of one or more properties that are contributed to the

Partnership in a single or integrated transaction among each separate property

on a basis proportional to the fair market value of each such item of property.

"Agreement" means this Fourth Amended and Restated Agreement of Limited

Partnership of Crosstex Energy, L.P., as it may be amended, supplemented or

restated from time to time.

"Assignee" means a Non-citizen Assignee or a Person to whom one or more

Limited Partner Interests have been transferred in a manner permitted under this

Agreement and who has executed and delivered a Transfer Application as required

by this Agreement, but who has not been admitted as a Substituted Limited

Partner.

"Associate" means, when used to indicate a relationship with any Person,

(a) any corporation or organization of which such Person is a director, officer

or partner or is, directly or indirectly, the owner of 20% or more of any class

of voting stock or other voting interest; (b) any trust or other estate in which

such Person has at least a 20% beneficial interest or as to which such Person

serves as trustee or in a similar fiduciary capacity; and (c) any relative or

spouse of such Person, or any relative of such spouse, who has the same

principal residence as such Person.

<PAGE>

"Available Cash" means, with respect to any Quarter ending prior to the

Liquidation Date:

(a) the sum of (i) all cash and cash equivalents of the Partnership

Group on hand at the end of such Quarter, and (ii) all additional cash and cash

equivalents of the Partnership Group on hand on the date of determination of

Available Cash with respect to such Quarter resulting from Working Capital

Borrowings made subsequent to the end of such Quarter, less

(b) the amount of any cash reserves that are necessary or

appropriate in the reasonable discretion of the General Partner to (i) provide

for the proper conduct of the business of the Partnership Group (including

reserves for future capital expenditures and for anticipated future credit needs

of the Partnership Group) subsequent to such Quarter, (ii) comply with

applicable law or any loan agreement, security agreement, mortgage, debt

instrument or other agreement or obligation to which any Group Member is a party

or by which it is bound or its assets are subject and (iii) provide funds for

distributions under Section 6.4 or 6.5 in respect of any one or more of the next

four Quarters; provided, however, that the General Partner may not establish

cash reserves pursuant to (iii) above if the effect of such reserves would be

that the Partnership is unable to distribute the Minimum Quarterly Distribution

on all Common Units, plus any Cumulative Common Unit Arrearage on all Common

Units, with respect to such Quarter; and, provided further, that disbursements

made by a Group Member or cash reserves established, increased or reduced after

the end of such Quarter but on or before the date of determination of Available

Cash with respect to such Quarter shall be deemed to have been made,

established, increased or reduced, for purposes of determining Available Cash,

within such Quarter if the General Partner so determines.

Notwithstanding the foregoing, "Available Cash" with respect to the

Quarter in which the Liquidation Date occurs and any subsequent Quarter shall

equal zero.

"Book-Down Event" means an event after which a negative adjustment is made

to the aggregate Carrying Values of the assets of the Partnership pursuant to

Section 5.5(d).

"Book-Up Event" means an event after which a positive adjustment is made

to the aggregate Carrying Values of the assets of the Partnership pursuant to

Section 5.5(d).

"Business Day" means Monday through Friday of each week, except that a

legal holiday recognized as such by the government of the United States of

America or the State of Texas shall not be regarded as a Business Day.

"Capital Account" of a Partner is maintained as provided in Section 5.5.

The "Capital Account" in respect of a General Partner Interest, a Common Unit, a

Senior Subordinated Unit, a Senior Subordinated Series B Unit, a Subordinated

Unit, an Incentive Distribution Right or other Partnership Interest is the

Capital Account that would be maintained if such Partnership Interest were the

only interest in the Partnership held by a Partner from and after the date on

which such Partnership Interest was first issued.

<PAGE>

"Capital Contribution" means any cash, cash equivalents or the Net Agreed

Value of Contributed Property that a Partner contributes to the Partnership

pursuant to this Agreement or the Contribution Agreements.

"Capital Improvement" means any (a) addition or improvement to the capital

assets owned by any Group Member or (b) acquisition of existing, or the

construction of new, capital assets (including, without limitation, natural gas

gathering or transmission pipelines and natural gas treating or processing

plants and natural gas liquids pipelines, fractionation plants and storage and

distribution facilities and related assets), in each case if such addition,

improvement, acquisition or construction is made to increase the operating

capacity or revenues of the Partnership Group from the operating capacity or

revenues of the Partnership Group existing immediately prior to such addition,

improvement, acquisition or construction.

"Capital Surplus" has the meaning assigned to such term in Section 6.3(a).

"Carrying Value" of an item of Partnership property immediately after the

Closing Date is the fair market value of such item of Partnership property as

determined by the General Partner using such reasonable method of valuation as

it may adopt. For purposes hereof, the Partnership shall be treated as owning

directly its share (as determined by the General Partner) of all property owned

by the Operating Partnership or any other Subsidiary that is classified as a

partnership or is disregarded for federal income tax purposes. The Carrying

Value of any item of Partnership property shall be adjusted from time to time as

provided in Section 5.5(b) and Section 5.5(d). The Carrying Value of an item of

property that is acquired by the Partnership after the Closing Date shall be the

amount that would be the adjusted basis for federal income tax purposes of such

property in the hands of the Partnership immediately after its acquisition if

the adjusted basis for federal income tax purposes of each asset of the

Partnership at that time were equal to its Carrying Value at that time.

"Cause" means a court of competent jurisdiction has entered a final,

non-appealable judgment finding the General Partner liable for actual fraud,

gross negligence or willful or wanton misconduct in its capacity as a general

partner of the Partnership.

"Certificate" means a certificate (i) substantially in the form of Exhibit

A to this Agreement, (ii) issued in global form in accordance with the rules and

regulations of the Depositary or (iii) in such other form as may be adopted by

the General Partner in its discretion, issued by the Partnership evidencing

ownership of one or more Common Units or a certificate, in such form as may be

adopted by the General Partner in its discretion, issued by the Partnership

evidencing ownership of one or more other Partnership Securities.

"Certificate of Limited Partnership" means the Certificate of Limited

Partnership of the Partnership filed with the Secretary of State of the State of

Delaware as referenced in Section 2.1, as such Certificate of Limited

Partnership may be amended, supplemented or restated from time to time.

"Citizenship Certification" means a properly completed certificate in such

form as may be specified by the General Partner by which an Assignee or a

Limited Partner certifies that he

<PAGE>

(and if he is a nominee holding for the account of another Person, that to the

best of his knowledge such other Person) is an Eligible Citizen.

"Claim" as used in Section 7.12 has the meaning assigned to such term in

Section 7.12(c).

"Closing Contribution Agreement" means that certain Contribution,

Conveyance and Assumption Agreement, dated as of the Closing Date, among the

General Partner, the Partnership, the Operating Partnership, Crosstex Energy,

Inc. and certain other parties, together with the additional conveyance

documents and instruments contemplated or referenced thereunder.

"Closing Date" means the first date on which Common Units are sold by the

Partnership to the Underwriters pursuant to the provisions of the Underwriting

Agreement.

"Closing Price" has the meaning assigned to such term in Section 15.1(a).

"Code" means the Internal Revenue Code of 1986, as amended and in effect

from time to time. Any reference herein to a specific section or sections of the

Code shall be deemed to include a reference to any corresponding provision of

any successor law.

"Combined Interest" has the meaning assigned to such term in Section

11.3(a).

"Commission" means the United States Securities and Exchange Commission.

"Common Unit" means a Partnership Security representing a fractional part

of the Partnership Interests of all Limited Partners and Assignees, and having

the rights and obligations specified with respect to Common Units in this

Agreement. The term "Common Unit" does not refer to a Senior Subordinated Unit,

a Senior Subordinated Series B Unit or a Subordinated Unit prior to its

conversion into a Common Unit pursuant to the terms hereof.

"Common Unit Arrearage" means, with respect to any Common Unit, whenever

issued, as to any Quarter within the Subordination Period, the excess, if any,

of (a) the Minimum Quarterly Distribution with respect to a Common Unit in

respect of such Quarter over (b) the sum of all Available Cash distributed with

respect to a Common Unit in respect of such Quarter pursuant to Section

6.4(a)(i).

"Conflicts Committee" means a committee of the Board of Directors of the

General Partner composed entirely of two or more directors who are not (a)

security holders, officers or employees of the General Partner, (b) officers,

directors or employees of any Affiliate of the General Partner or (c) holders of

any ownership interest in the Partnership Group other than Common Units and who

also meet the independence standards required of directors who serve on an audit

committee of a board of directors established by the National Securities

Exchange on which the Common Units are listed for trading.

"Contributed Property" means each property or other asset, in such form as

may be permitted by the Delaware Act, but excluding cash, contributed to the

Partnership.

<PAGE>

"Contribution Agreements" mean, collectively, the First Contribution

Agreement and the Closing Contribution Agreement.

"Corrective Allocation" means any allocation of an item of income, gain,

loss, deduction or credit pursuant to Section 6.1(d)(xi).

"Crosstex Energy, Inc." means Crosstex Energy, Inc., a Delaware

corporation formerly named of Crosstex Energy Holdings Inc.

"Crosstex GP" means Crosstex Energy GP, LLC, a Delaware limited liability

company and the general partner of the General Partner.

"Crosstex Texas Inc." means Crosstex Energy Inc., a Texas corporation and

former wholly-owned subsidiary of Crosstex Energy, Inc., a Delaware corporation,

which subsequent to the Closing Date, was merged with and into Crosstex Energy,

Inc.

"Cumulative Common Unit Arrearage" means, with respect to any Common Unit,

whenever issued, and as of the end of any Quarter, the excess, if any, of (a)

the sum resulting from adding together the Common Unit Arrearage as to an

Initial Common Unit for each of the Quarters within the Subordination Period

ending on or before the last day of such Quarter over (b) the sum of any

distributions theretofore made pursuant to Section 6.4(a)(ii) and the second

sentence of Section 6.5 with respect to an Initial Common Unit (including any

distributions to be made in respect of the last of such Quarters).

"Curative Allocation" means any allocation of an item of income, gain,

deduction, loss or credit pursuant to Section 6.1(d)(x).

"Current Market Price" has the meaning assigned to such term in Section

15.1(a).

"Delaware Act" means the Delaware Revised Uniform Limited Partnership Act,

6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time

to time, and any successor to such statute.

"Departing Partner" means a former General Partner from and after the

effective date of any withdrawal or removal of such former General Partner

pursuant to Section 11.1 or 11.2.

"Depositary" means, with respect to any Units issued in global form, The

Depository Trust Company and its successors and permitted assigns.

"Economic Risk of Loss" has the meaning set forth in Treasury Regulation

Section 1.752-2(a).

"Eligible Citizen" means a Person qualified to own interests in real

property in jurisdictions in which any Group Member does business or proposes to

do business from time to time, and whose status as a Limited Partner or Assignee

does not or would not subject such Group Member to a significant risk of

cancellation or forfeiture of any of its properties or any interest therein.

<PAGE>

"Event of Withdrawal" has the meaning assigned to such term in Section

11.1(a).

"Final Subordinated Units" has the meaning assigned to such term in

Section 6.1(d)(ix)(A).

"First Contribution Agreement" means that certain Contribution, Conveyance

and Assumption Agreement, dated as of November 27, 2002, among the General

Partner, the Partnership, the Operating Partnership, Crosstex Energy, Inc. and

certain other parties, together with the additional conveyance documents and

instruments contemplated or referenced thereunder.

"First Liquidation Target Amount" has the meaning assigned to such term in

Section 6.1(c)(i)(D).

"First Target Distribution" means $0.3125 per Unit per Quarter (or, with

respect to the period commencing on the Closing Date and ending on March 31,

2003, it means the product of $0.3125 multiplied by a fraction of which the

numerator is the number of days in such period, and of which the denominator is

90), subject to adjustment in accordance with Sections 6.6 and 6.11.

"Fully Diluted Basis" means, when calculating the number of Outstanding

Units for any period, a basis that includes, in addition to the Outstanding

Units, all Partnership Securities and options, rights, warrants and appreciation

rights relating to an equity interest in the Partnership (a) that are

convertible into or exercisable or exchangeable for Units that are senior to or

pari passu with the Subordinated Units, (b) whose conversion, exercise or

exchange price is less than the Current Market Price on the date of such

calculation, and (c) that may be converted into or exercised or exchanged for

such Units prior to or during the Quarter following the end of the last Quarter

contained in the period for which the calculation is being made without the

satisfaction of any contingency beyond the control of the holder other than the

payment of consideration and the compliance with administrative mechanics

applicable to such conversion, exercise or exchange; provided that for purposes

of determining the number of Outstanding Units on a Fully Diluted Basis when

calculating whether the Subordination Period has ended or Subordinated Units are

entitled to convert into Common Units pursuant to Section 5.10, such Partnership

Securities, options, rights, warrants and appreciation rights shall be deemed to

have been Outstanding Units only for the four Quarters that comprise the last

four Quarters of the measurement period; provided, further, that if

consideration will be paid to any Group Member in connection with such

conversion, exercise or exchange, the number of Units to be included in such

calculation shall be that number equal to the difference between (i) the number

of Units issuable upon such conversion, exercise or exchange and (ii) the number

of Units which such consideration would purchase at the Current Market Price.

"General Partner" means Crosstex Energy GP, L.P. and its successors and

permitted assigns as general partner of the Partnership.

"General Partner Interest" means the ownership interest of the General

Partner in the Partnership (in its capacity as a general partner without

reference to any Limited Partner Interest held by it), which may be evidenced by

Partnership Securities or a combination thereof or

<PAGE>

interest therein, and includes any and all benefits to which the General Partner

is entitled as provided in this Agreement, together with all obligations of the

General Partner to comply with the terms and provisions of this Agreement.

"Group" means a Person that with or through any of its Affiliates or

Associates has any agreement, arrangement or understanding for the purpose of

acquiring, holding, voting (except voting pursuant to a revocable proxy or

consent given to such Person in response to a proxy or consent solicitation made

to 10 or more Persons) or disposing of any Partnership Securities with any other

Person that beneficially owns, or whose Affiliates or Associates beneficially

own, directly or indirectly, Partnership Securities.

"Group Member" means a member of the Partnership Group.

"Holder" as used in Section 7.12, has the meaning assigned to such term in

Section 7.12(a).

"Incentive Distribution Right" means a non-voting Limited Partner Interest

issued to the General Partner pursuant to Section 5.2, which Partnership

Interest will confer upon the holder thereof only the rights and obligations

specifically provided in this Agreement with respect to Incentive Distribution

Rights (and no other rights otherwise available to or other obligations of a

holder of a Partnership Interest). Notwithstanding anything in this Agreement to

the contrary, the holder of an Incentive Distribution Right shall not be

entitled to vote such Incentive Distribution Right on any Partnership matter

except as may otherwise be required by law.

"Incentive Distributions" means any amount of cash distributed to the

holders of the Incentive Distribution Rights pursuant to Section 6.4 or any

other provision of this Agreement.

"Indemnified Persons" has the meaning assigned to such term in Section

7.12(c).

"Indemnitee" means (a) the General Partner, (b) any Departing Partner, (c)

any Person who is or was an Affiliate of the General Partner or any Departing

Partner, (d) any Person who is or was a member, partner, officer, director,

employee, agent, fiduciary or trustee of any Group Member, the General Partner

or any Departing Partner or any Affiliate of any Group Member, the General

Partner or any Departing Partner, and (e) any Person who is or was serving at

the request of the General Partner or any Departing Partner or any Affiliate of

the General Partner or any Departing Partner as an officer, director, employee,

member, partner, agent, fiduciary or trustee of another Person; provided, that a

Person shall not be an Indemnitee by reason of providing, on a fee-for-services

basis, trustee, fiduciary or custodial services.

"Initial Common Units" means the Common Units sold in the Initial

Offering.

"Initial Limited Partners" means Crosstex Energy, Inc. and the

Underwriters, in each case upon being admitted to the Partnership in accordance

with Section 10.1.

"Initial Offering" means the initial offering and sale of Common Units to

the public, as described in the Registration Statement.

<PAGE>

"Initial Unit Price" means (a) with respect to the Common Units and the

Subordinated Units, the initial public offering price per Common Unit at which

the Underwriters offered the Common Units to the public for sale as set forth on

the cover page of the prospectus included as part of the Registration Statement

and first issued at or after the time the Registration Statement first became

effective multiplied (in order to give effect to the Unit Split) by 50 percent,

(b) with respect to the Senior Subordinated Units, $37.4545 per unit, (c) with

respect to the Senior Subordinated Series B Units, $____ per unit, or (d) with

respect to any other class or series of Units, the price per Unit at which such

class or series of Units is initially sold by the Partnership, as determined by

the General Partner, in each case adjusted as the General Partner determines to

be appropriate to give effect to any distribution, subdivision or combination of

Units.

"Interim Capital Transactions" means the following transactions if they

occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings

of indebtedness and sales of debt securities (other than Working Capital

Borrowings and other than for items purchased on open account in the ordinary

course of business) by any Group Member; (b) sales of equity interests by any

Group Member (including the Common Units sold to the Underwriters pursuant to

the exercise of the Over-Allotment Option); and (c) sales or other voluntary or

involuntary dispositions of any assets of any Group Member other than (i) sales

or other dispositions of inventory, accounts receivable and other assets in the

ordinary course of business, and (ii) sales or other dispositions of assets as

part of normal retirements or replacements.

"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. In the case of the Senior Subordinated

Units, the Issue Price shall be deemed to be $33.4356 per unit and in the case

of the Senior Subordinated Series B Units, the Issue Price shall be deemed to be

$______ per unit.

"Limited Partner" means, unless the context otherwise requires, (a) the

Organizational Limited Partner prior to its withdrawal from the Partnership,

each Initial Limited Partner, each Substituted Limited Partner, each Additional

Limited Partner and any Departing Partner upon the change of its status from

General Partner to Limited Partner pursuant to Section 11.3 or (b) solely for

purposes of Articles V, VI, VII and IX, each Assignee; provided, however, that

when the term "Limited Partner" is used herein in the context of any vote or

other approval, including without limitation Articles XIII and XIV, such term

shall not, solely for such purpose, include any holder of an Incentive

Distribution Right except as may otherwise be required by law.

"Limited Partner Interest" means the ownership interest of a Limited

Partner or Assignee in the Partnership, which may be evidenced by Common Units,

Senior Subordinated Units, Senior Subordinated Series B Units, Subordinated

Units, Incentive Distribution Rights or other Partnership Securities or a

combination thereof or interest therein, and includes any and all benefits to

which such Limited Partner or Assignee is entitled as provided in this

Agreement, together with all obligations of such Limited Partner or Assignee to

comply with the terms and provisions of this Agreement; provided, however, that

when the term "Limited Partner Interest" is used herein in the context of any

vote or other approval, including without limitation Articles XIII and XIV, such

term shall not, solely for such purpose, include any holder of an Incentive

Distribution Right except as may otherwise be required by law.

<PAGE>

"Liquidation Date" means (a) in the case of an event giving rise to the

dissolution of the Partnership of the type described in clauses (a) and (b) of

the first sentence of Section 12.2, the date on which the applicable time period

during which the holders of Outstanding Units have the right to elect to

reconstitute the Partnership and continue its business has expired without such

an election being made, and (b) in the case of any other event giving rise to

the dissolution of the Partnership, the date on which such event occurs.

"Liquidator" means one or more Persons selected by the General Partner to

perform the functions described in Section 12.3 as liquidating trustee of the

Partnership within the meaning of the Delaware Act.

"Merger Agreement" has the meaning assigned to such term in Section 14.1.

"Minimum Quarterly Distribution" means $0.25 per Unit per Quarter (or with

respect to the period commencing on the Closing Date and ending on March 31,

2003, it means the product of $0.25 multiplied by a fraction of which the

numerator is the number of days in such period and of which the denominator is

90), subject to adjustment in accordance with Sections 6.6 and 6.11.

"National Securities Exchange" means an exchange registered with the

Commission under Section 6(a) of the Securities Exchange Act of 1934, as

amended, supplemented or restated from time to time, and any successor to such

statute, or the Nasdaq Stock Market or any successor thereto.

"Net Agreed Value" means (a) in the case of any Contributed Property, the

Agreed Value of such property reduced by any liabilities either assumed by the

Partnership upon such contribution or to which such property is subject when

contributed and (b) in the case of any property distributed by the Partnership,

the Partnership's Carrying Value in such property assuming that the adjustment

permitted by Section 5.5(d)(ii) is made immediately before the time such

property is distributed, reduced by any indebtedness either assumed by the

distributee or to which such property is subject at the time of distribution, in

either case, as determined under Section 752 of the Code.

"Net Income" for any taxable period of the Partnership means the sum, if

positive, of all items of income, gain, loss and deduction that are recognized

by the Partnership during such taxable period and on or before the Liquidation

Date. The items included in the calculation of Net Income shall be determined in

accordance with Section 5.5(b) but shall not include any items allocated under

Section 6.1(d).

"Net Loss" for any taxable period of the Partnership means the sum, if

negative, of all items of income, gain, loss or deduction that are recognized by

the Partnership during such taxable period of the Partnership and on or before

the Liquidation Date. The items included in the calculation of Net Loss shall be

determined in accordance with Section 5.5(b) but shall not include any items

allocated under Section 6.1(d).

"Net Termination Gain" for any taxable period of the Partnership means the

sum, if positive, of all items of income, gain, loss or deduction recognized by

the Partnership during such taxable period of the Partnership and after the

Liquidation Date. The items included in the

<PAGE>

determination of Net Termination Gain shall be determined in accordance with

Section 5.5(b) but shall not include any items that are allocated under Section

6.1(d).

"Net Termination Loss" for any taxable period of the Partnership means the

sum, if negative, of all items of income, gain, loss or deduction recognized by

the Partnership during such taxable period of the Partnership and after the

Liquidation Date. The items included in the determination of Net Termination

Loss shall be determined in accordance with Section 5.5(b) but shall not include

any items that are allocated under Section 6.1(d).

"Non-citizen Assignee" means a Person whom the General Partner has

determined in its discretion does not constitute an Eligible Citizen and as to

whose Partnership Interest the General Partner has become the Substituted

Limited Partner pursuant to Section 4.9.

"Nonrecourse Deductions" means any and all items of loss, deduction or

expenditure (including, without limitation, any expenditure described in Section

705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury

Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

"Nonrecourse Liability" has the meaning set forth in Treasury Regulation

Section 1.752-1(a)(2).

"Notice of Election to Purchase" has the meaning assigned to such term in

Section 15.1(b).

"Omnibus Agreement" means that Omnibus Agreement, dated as of the Closing

Date, among Crosstex Energy, Inc., the General Partner, Crosstex GP, the

Partnership and the Operating Partnership.

"Operating Expenditures" means all Partnership Group expenditures,

including, but not limited to, taxes, reimbursements of the General Partner,

repayment of Working Capital Borrowings, debt service payments and capital

expenditures, subject to the following:

(a) Payments (including prepayments) of principal of and premium on

indebtedness other than Working Capital Borrowings shall not constitute

Operating Expenditures; and

(b) Operating Expenditures shall not include (i) capital

expenditures made for Acquisitions or for Capital Improvements, (ii) payment of

transaction expenses relating to Interim Capital Transactions or (iii)

distributions to Partners. Where capital expenditures are made in part for

Acquisitions or for Capital Improvements and in part for other purposes, the

General Partner's good faith allocation between the amounts paid for each shall

be conclusive.

"Operating Partnership" means Crosstex Energy Services, L.P., a Delaware

limited partnership, and any successors thereto.

"Operating Partnership Agreement" means the Amended and Restated Agreement

of Limited Partnership of the Operating Partnership, as it may be amended,

supplemented or restated from time to time.

<PAGE>

"Operating Surplus" means, with respect to any period ending prior to the

Liquidation Date, on a cumulative basis and without duplication,

(a) the sum of (i) $8.9 million plus all cash and cash equivalents

of the Partnership Group on hand as of the close of business on the Closing

Date, (ii) all cash receipts of the Partnership Group for the period beginning

on the Closing Date and ending with the last day of such period, other than cash

receipts from Interim Capital Transactions (except to the extent specified in

Section 6.5) and (iii) all cash receipts of the Partnership Group after the end

of such period but on or before the date of determination of Operating Surplus

with respect to such period resulting from Working Capital Borrowings, less

(b) the sum of (i) Operating Expenditures for the period beginning

on the Closing Date and ending on the last day of such period and (ii) the

amount of cash reserves that is necessary or advisable in the reasonable

discretion of the General Partner to provide funds for future Operating

Expenditures; provided, however, that disbursements made (including

contributions to a Group Member or disbursements on behalf of a Group Member) or

cash reserves established, increased or reduced after the end of such period but

on or before the date of determination of Available Cash with respect to such

period shall be deemed to have been made, established, increased or reduced, for

purposes of determining Operating Surplus, within such period if the General

Partner so determines.

Notwithstanding the foregoing, "Operating Surplus" with respect to the

Quarter in which the Liquidation Date occurs and any subsequent Quarter shall

equal zero.

"Opinion of Counsel" means a written opinion of counsel (who may be

regular counsel to the Partnership or the General Partner or any of its

Affiliates) acceptable to the General Partner in its reasonable discretion.

"Option Closing Date" means the date or dates on which any Common Units

are sold by the Partnership to the Underwriters upon exercise of the

Over-Allotment Option.

"Organizational Limited Partner" means Crosstex Energy, Inc. in its

capacity as the organizational limited partner of the Partnership pursuant to

this Agreement.

"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 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

<PAGE>

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.

"Over-Allotment Option" means the over-allotment option granted to the

Underwriters by the Partnership pursuant to the Underwriting Agreement.

"Parity Units" means Common Units and all other Units of any other class

or series that have the right (i) to receive distributions of Available Cash

from Operating Surplus pursuant to each of subclauses (a)(i) and (a)(ii) of

Section 6.4 in the same order of priority with respect to the participation of

Common Units in such distributions or (ii) to participate in allocations of Net

Termination Gain pursuant to Section 6.1(c)(i)(B) in the same order of priority

with the Common Units, in each case regardless of whether the amounts or value

so distributed or allocated on each Parity Unit equals the amount or value so

distributed or allocated on each Common Unit. Units whose participation in such

(i) distributions of Available Cash from Operating Surplus and (ii) allocations

of Net Termination Gain are subordinate in order of priority to such

distributions and allocations on Common Units shall not constitute Parity Units

even if such Units are convertible under certain circumstances into Common Units

or Parity Units.

"Partner Nonrecourse Debt" has the meaning set forth in Treasury

Regulation Section 1.704-2(b)(4).

"Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in

Treasury Regulation Section 1.704-2(i)(2).

"Partner Nonrecourse Deductions" means any and all items of loss or

deduction determined in accordance with Section 5.5(b) that, in accordance with

the principles of Treasury Regulation Section 1.704-2(i), are attributable to a

Partner Nonrecourse Debt.

"Partners" means the General Partner and the Limited Partners.

"Partnership" means Crosstex Energy, L.P., a Delaware limited partnership,

and any successors thereto.

"Partnership Group" means the Partnership, the Operating Partnership and

any Subsidiary of any such entity, treated as a single consolidated entity.

"Partnership Interest" means an interest in the Partnership, which shall

include the General Partner Interest and Limited Partner Interests.

"Partnership Minimum Gain" means that amount determined in accordance with

the principles of Treasury Regulation Section 1.704-2(d).

"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

<PAGE>

Partnership), including without limitation, Common Units, Senior Subordinated

Units, Senior Subordinated Series B Units, Subordinated Units and Incentive

Distribution Rights.

"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 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.

"Person" means an individual or a corporation, limited liability company,

partnership, joint venture, trust, unincorporated organization, association,

government agency or political subdivision thereof or other entity.

"Per Unit Capital Amount" means, as of any date of determination, the

Capital Account, stated on a per Unit basis, underlying any Unit held by a

Person other than the General Partner or any Affiliate of the General Partner

who holds Units.

"Pro Rata" means (a) when modifying Units or any class thereof,

apportioned equally among all designated Units in accordance with their relative

Percentage Interests, (b) when modifying Partners and Assignees, apportioned

among all Partners and Assignees in accordance with their relative Percentage

Interests and (c) when modifying holders of Incentive Distribution Rights,

apportioned equally among all holders of Incentive Distribution Rights in

accordance with the relative number of Incentive Distribution Rights held by

each such holder.

"Purchase Date" means the date determined by the General Partner as the

date for purchase of all Outstanding Units of a certain class (other than Units

owned by the General Partner and its Affiliates) pursuant to Article XV.

"Quarter" means, unless the context requires otherwise, a fiscal quarter,

or, with respect to the first fiscal quarter after the Closing Date, the portion

of such fiscal quarter after the Closing Date, of the Partnership.

"Recapture Income" means any gain recognized by the Partnership for

federal income tax purposes (computed without regard to any adjustment required

by Section 734 or Section 743 of the Code) upon the disposition of any property

of the Partnership, which gain is characterized as ordinary income for federal

income tax purposes because it represents the recapture of deductions previously

taken with respect to such property.

"Record Date" means the date established by the General Partner for

determining (a) the identity of the Record Holders entitled to notice of, or to

vote at, any meeting of Limited Partners or entitled to vote by ballot or give

approval of Partnership action in writing without a meeting or entitled to

exercise rights in respect of any lawful action of Limited Partners or (b) the

identity of Record Holders entitled to receive any report or distribution or to

participate in any offer.

<PAGE>

"Record Holder" means the Person in whose name a Common Unit is registered

on the books of the Transfer Agent as of the opening of business on a particular

Business Day, or with respect to other Partnership Securities, the Person in

whose name any such other Partnership Security is registered on the books which

the General Partner has caused to be

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