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Table of Contents


ARTICLE I DEFINITIONS

Section 1.01 Definitions			1
Section 1.02 Accounting Procedures and Interpretation			5

ARTICLE II AGREEMENT TO SELL AND PURCHASE

Section 2.01 Authorization of Sale of Senior Subordinated Series D Units			5
Section 2.02 Sale and Purchase			5
Section 2.03 Closing			5
Section 2.04 Crosstex Deliveries			5
Section 2.05 Purchasers Deliveries			6
Section 2.06 Independent Nature of Purchasers Obligations and Rights			6

ARTICLE III REPRESENTATIONS AND WARRANTIES AND COVENANTS RELATED TO CROSSTEX

Section 3.01 Partnership Existence			7
Section 3.02 Capitalization and Valid Issuance of Purchased Units			7
Section 3.03 Crosstex SEC Documents			9
Section 3.04 No Material Adverse Change			9
Section 3.05 Litigation			10
Section 3.06 No Conflicts; Compliance with Laws			10
Section 3.07 Authority, Enforceability			10
Section 3.08 Approvals			10
Section 3.09 MLP Status			11
Section 3.10 Investment Company Status			11
Section 3.11 Certain Fees			11
Section 3.12 No Side Agreements			11
Section 3.13 No Registration			11
Section 3.14 Insurance			11
Section 3.15 Internal Accounting Controls			11
Section 3.16 Form S-3 Eligibility			12
Section 3.17 Listing and Maintenance Requirements			12
Section 3.18 Material Agreements			12
Section 3.19 Subsequent Offerings			12

ARTICLE IV REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASERS

Section 4.01 Existence			12
Section 4.02 Authorization, Enforceability			12
Section 4.03 No Breach			13
Section 4.04 Certain Fees			13


Section 4.05 No Side Agreements			13
Section 4.06 Unregistered Securities			13
Section 4.07 Lock-Up			14

ARTICLE V INDEMNIFICATION, COSTS AND EXPENSES

Section 5.01 Indemnification by Crosstex			14
Section 5.02 Indemnification by the Purchasers			15
Section 5.03 Indemnification Procedure			15

ARTICLE VI MISCELLANEOUS

Section 6.01 Interpretation and Survival of Provisions			16
Section 6.02 Survival of Provisions			16
Section 6.03 No Waiver; Modifications in Writing			16
Section 6.04 Binding Effect; Assignment			17
Section 6.05 Non-Disclosure			17
Section 6.06 Communications			18
Section 6.07 Removal of Legend			20
Section 6.08 Entire Agreement			20
Section 6.09 Governing Law			20
Section 6.10 Execution in Counterparts			20

Exhibit A Form of Registration Rights Agreement
Exhibit B Form of Opinion of Crosstex Counsel
Exhibit C Form of Sixth Amended and Restated Agreement of Limited Partnership

SENIOR SUBORDINATED SERIES D UNIT PURCHASE AGREEMENT

This SENIOR SUBORDINATED SERIES D UNIT PURCHASE AGREEMENT, dated as of March 23, 2007 (this Agreement), is by and between CROSSTEX ENERGY, L.P., a Delaware limited partnership (Crosstex), and each of the purchasers set forth in Schedule A hereto (the Purchasers).

WHEREAS, Crosstex desires to sell to each of the Purchasers, and each of the Purchasers desires, severally and not jointly, to purchase from Crossetex, certain Senior Subordinated Series D Units, in accordance with the provisions of this Agreement; and

WHEREAS, Crosstex has agreed to provide the Purchasers with certain registration rights with respect to the Common Units underlying the Senior Subordinated Series D Units acquired pursuant hereto.

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