0000950134-07-007660 Sample Contracts

LETTER AMENDMENT NO. 1 to AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 5th, 2007 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

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

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THIRD AMENDMENT
Third Amendment • April 5th, 2007 • Crosstex Energy Lp • Crude petroleum & natural gas • Texas

THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of the 28th day of March, 2007 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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