0000950134-06-005261 Sample Contracts

LETTER AMENDMENT NO. 3 to AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • March 16th, 2006 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Pruco Life Insurance Company of New Jersey Gibraltar Life Insurance Co., Ltd. RGA Reinsurance Company Connecticut General Life Insurance Company Zurich American Insurance Company The Prudential Life Insurance Company, Ltd. Prudential Retirement Insurance and Annuity Company MTL Insurance Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201

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FIRST AMENDMENT
Credit Agreement • March 16th, 2006 • Crosstex Energy Lp • Crude petroleum & natural gas • Texas

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of the 24th day of February, 2006 by and among each of the persons listed on the signature pages hereof as banks (the “Banks”), Crosstex Energy, L.P., a Delaware limited partnership (the “Borrower”), and Bank of America, N.A., as administrative agent (the “Administrative Agent”).

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