0000950134-06-012717 Sample Contracts

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSTEX ENERGY, L.P.
Crosstex Energy Lp • July 6th, 2006 • Crude petroleum & natural gas • Delaware

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSTEX ENERGY, L.P. dated as of June 29, 2006, 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:

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REGISTRATION RIGHTS AGREEMENT by and among CROSSTEX ENERGY, L.P. and THE PURCHASERS PARTY HERETO
Registration Rights Agreement • July 6th, 2006 • Crosstex Energy Lp • Crude petroleum & natural gas • Texas

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2006 by and among CROSSTEX ENERGY, L.P., a Delaware limited partnership (“Crosstex”), and each of the parties set forth on Schedule A hereto (the “Purchasers”).

SECOND AMENDMENT
Credit Agreement • July 6th, 2006 • Crosstex Energy Lp • Crude petroleum & natural gas • Texas

THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of the 29th day of June, 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”).

LETTER AMENDMENT NO. 4 to AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • July 6th, 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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