Table of Contents

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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
Section 2.12		Aggregation of Registrable Securities			13
ARTICLE III MISCELLANEOUS
Section 3.1		Communications			13
Section 3.2		Successors 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			16
Section 3.7		Headings			16
Section 3.8		Governing Law			16
Section 3.9		Severability of Provisions			16
Section 3.10		Entire Agreement			16
Section 3.11		Amendment			16
Section 3.12		No Presumption			16

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of March 23, 2007 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 D Unit Purchase Agreement, dated as of March 23, 2007, 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.

               Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close.