0001047469-04-016452 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSTEX ENERGY, L.P.
Crosstex Energy Lp • May 7th, 2004 • Crude petroleum & natural gas • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSTEX ENERGY, L.P. dated as of March 29, 2004, is entered into by and among Crosstex Energy GP, L.P., a Delaware limited partnership, as the General Partner, and Crosstex Energy, Inc., a Delaware corporation, as the Organizational Limited 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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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSTEX ENERGY SERVICES, L.P.
Crosstex Energy Lp • May 7th, 2004 • Crude petroleum & natural gas • Delaware

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of CROSSTEX ENERGY SERVICES, L.P., dated as of April 1, 2004, is entered into by and between Crosstex Operating GP, LLC, a Delaware limited liability company, Crosstex Energy, L.P., a Delaware limited partnership and the other parties hereto as provided herein.

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSTEX ENERGY, L.P.
Crosstex Energy Lp • May 7th, 2004 • Crude petroleum & natural gas • Delaware

This Amendment No. 1 (this "Amendment") to the Second Amended and Restated Agreement of Limited Partnership (as amended prior to the date hereof, the "Partnership Agreement") of Crosstex Energy, L.P. (the "Partnership") is hereby adopted effective as of 11:01 a.m. Eastern Time on April 1, 2004, by Crosstex Energy GP, L.P., a Delaware limited partnership (the "General Partner"), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

THIRD AMENDMENT
Credit Agreement • May 7th, 2004 • Crosstex Energy Lp • Crude petroleum & natural gas • Texas

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of the 1st day of April, 2004 by and among each of the persons listed on the signature pages hereof as banks (the "Banks"), Crosstex Energy Services, L.P., a Delaware limited partnership (the "Borrower"), and Union Bank of California, N.A., as administrative agent (the "Administrative Agent").

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 7th, 2004 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

This SECOND AMENDMENT (this "Amendment") made as of April 1, 2004 to the Purchase and Sale Agreement dated as of February 13, 2004 by and between AEP Energy Services Investments, Inc. ("Seller") and Crosstex Energy, L.P. ("Crosstex"), as amended by the First Amendment to Purchase and Sale Agreement dated as of February 13, 2004 by and between Seller and Crosstex (as amended, the "Purchase and Sale Agreement") is by and between Seller and Crosstex Louisiana Energy, L.P. ("Buyer").

PURCHASE AND SALE AGREEMENT by and between AEP ENERGY SERVICES INVESTMENTS, INC. and CROSSTEX ENERGY, LP Dated as of February 13, 2004
Purchase and Sale Agreement • May 7th, 2004 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

This Purchase and Sale Agreement, dated as of February 13, 2004 (hereinafter this "Agreement"), is made by and between AEP Energy Services Investments, Inc., a Delaware corporation ("Seller"), and Crosstex Energy, L.P., a Delaware limited partnership ("Buyer").

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 7th, 2004 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

This FIRST AMENDMENT (this "Amendment") made as of February 13, 2004 to the Purchase and Sale Agreement dated as of February 13, 2004 (the "Purchase and Sale Agreement") is by and between AEP Energy Services Investments, Inc. ("Seller") and Crosstex Energy, LP ("Buyer").

LETTER AMENDMENT NO. 1 to MASTER SHELF AGREEMENT
Master Shelf Agreement • May 7th, 2004 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company c/o Prudential Capital Group Gateway Center Four 100 Mulberry Street Newark, New Jersey 08102-4069

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