exv4w12



 







Exhibit 4.12



 




CROSSTEX ENERGY, L.P.




as Issuer




and




THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO




as Subsidiary Guarantors




and




[                                                                                ]




as Trustee




 






Indenture




Dated as of                                         , 2006




 






Subordinated Debt Securities




 





 









 








CROSSTEX ENERGY, L.P.




Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of                     , 2006




 






	 	 	 	 	 
	Section of	 	 	 	 
	Trust Indenture	 	 	 	Section(s) of
	Act of 1939	 	 	 	Indenture
	 § 310	 	(a)(1) 
	 	7.10 
	 	 	(a)(2) 
	 	7.10 
	 	 	(a)(3) 
	 	Not Applicable
	 	 	(a)(4) 
	 	Not Applicable
	 	 	(a)(5) 
	 	7.10 
	 	 	(b)
	 	7.08, 7.10 
	 § 311	 	(a)
	 	7.11 
	 	 	(b)
	 	7.11 
	 	 	(c)
	 	Not Applicable
	 § 312	 	(a)
	 	2.07 
	 	 	(b)
	 	12.03 
	 	 	(c)
	 	12.03 
	 § 313	 	(a)
	 	7.06 
	 	 	(b)
	 	7.06 
	 	 	(c)
	 	7.06 
	 	 	(d)
	 	7.06 
	 § 314	 	(a)
	 	4.03, 4.04 
	 	 	(b)
	 	Not Applicable
	 	 	(c)(1) 
	 	12.04 
	 	 	(c)(2) 
	 	12.04 
	 	 	(c)(3) 
	 	Not Applicable
	 	 	(d)
	 	Not Applicable
	 	 	(e)
	 	12.05 
	 § 315	 	(a)
	 	7.01(b) 
	 	 	(b)
	 	7.05 
	 	 	(c)
	 	7.01(a) 
	 	 	(d)
	 	7.01(c) 
	 	 	(d)(1) 
	 	7.01(c)(1) 
	 	 	(d)(2) 
	 	7.01(c)(2) 
	 	 	(d)(3) 
	 	7.01(c)(3) 
	 	 	(e) 
	 	6.11
	 § 316	 	(a)(1)(A) 
	 	6.05 
	 	 	(a)(1)(B) 
	 	6.04 
	 	 	(a)(2) 
	 	Not Applicable
	 	 	(a)(last sentence) 
	 	2.11 
	 	 	(b)
	 	6.07 
	 § 317	 	(a)(1) 
	 	6.08 
	 	 	(a)(2) 
	 	6.09 
	 	 	(b)
	 	2.06 
	 § 318	 	(a)
	 	12.01 








 




			
	Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.




i









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01 Definitions
	 	 	1	 
	SECTION 1.02 Other Definitions
	 	 	6	 
	SECTION 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	6	 
	SECTION 1.04 Rules of Construction
	 	 	7	 
	SECTION 1.05 Non-Recourse to the General Partner; No Personal Liability of Officers, Directors, Employees or Partners
	 	 	7	 
	 
	 	 	 	 
	ARTICLE II THE SECURITIES
	 	 	8	 
	 
	 	 	 	 
	SECTION 2.01 Amount Unlimited; Issuable in Series
	 	 	8	 
	SECTION 2.02 Denominations
	 	 	11	 
	SECTION 2.03 Forms Generally
	 	 	11	 
	SECTION 2.04 Execution, Authentication, Delivery and Dating
	 	 	11	 
	SECTION 2.05 Registrar and Paying Agent
	 	 	13	 
	SECTION 2.06 Paying Agent to Hold Money in Trust
	 	 	14	 
	SECTION 2.07 Holder Lists
	 	 	14	 
	SECTION 2.08 Transfer and Exchange
	 	 	14	 
	SECTION 2.09 Replacement Securities
	 	 	15	 
	SECTION 2.10 Outstanding Securities
	 	 	15	 
	SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury Securities
	 	 	16	 
	SECTION 2.12 Temporary Securities
	 	 	16	 
	SECTION 2.13 Cancellation
	 	 	16	 
	SECTION 2.14 Payments; Defaulted Interest
	 	 	17	 
	SECTION 2.15 Persons Deemed Owners
	 	 	17	 
	SECTION 2.16 Computation of Interest
	 	 	17	 
	SECTION 2.17 Global Securities; Book-Entry Provisions
	 	 	17	 
	 
	 	 	 	 
	ARTICLE III REDEMPTION
	 	 	20	 
	 
	 	 	 	 
	SECTION 3.01 Applicability of Article
	 	 	20	 
	SECTION 3.02 Notice to the Trustee
	 	 	20	 
	SECTION 3.03 Selection of Securities To Be Redeemed
	 	 	20	 
	SECTION 3.04 Notice of Redemption
	 	 	20	 
	SECTION 3.05 Effect of Notice of Redemption
	 	 	21	 
	SECTION 3.06 Deposit of Redemption Price
	 	 	21	 
	SECTION 3.07 Securities Redeemed or Purchased in Part
	 	 	22	 
	SECTION 3.08 Purchase of Securities
	 	 	22	 
	SECTION 3.09 Mandatory and Optional Sinking Funds
	 	 	22	 
	SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities
	 	 	23	 
	SECTION 3.11 Redemption of Securities for Sinking Fund
	 	 	23	 






ii









 






	 	 	 	 	 
	 	 	Page
	ARTICLE IV COVENANTS
	 	 	24	 
	 
	 	 	 	 
	SECTION 4.01 Payment of Securities
	 	 	24	 
	SECTION 4.02 Maintenance of Office or Agency
	 	 	24	 
	SECTION 4.03 SEC Reports; Financial Statements
	 	 	25	 
	SECTION 4.04 Compliance Certificate
	 	 	25	 
	SECTION 4.05 Existence
	 	 	26	 
	SECTION 4.06 Waiver of Stay, Extension or Usury Laws
	 	 	26	 
	SECTION 4.07 Additional Amounts
	 	 	26	 
	 
	 	 	 	 
	ARTICLE V SUCCESSORS
	 	 	26	 
	 
	 	 	 	 
	SECTION 5.01 Limitations on Mergers and Consolidations
	 	 	26	 
	SECTION 5.02 Successor Person Substituted
	 	 	27	 
	 
	 	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES
	 	 	27	 
	 
	 	 	 	 
	SECTION 6.01 Events of Default
	 	 	27	 
	SECTION 6.02 Acceleration
	 	 	30	 
	SECTION 6.03 Other Remedies
	 	 	30	 
	SECTION 6.04 Waiver of Defaults
	 	 	31	 
	SECTION 6.05 Control by Majority
	 	 	31	 
	SECTION 6.06 Limitations on Suits
	 	 	31	 
	SECTION 6.07 Rights of Holders to Receive Payment
	 	 	32	 
	SECTION 6.08 Collection Suit by Trustee
	 	 	32	 
	SECTION 6.09 Trustee May File Proofs of Claim
	 	 	32	 
	SECTION 6.10 Priorities
	 	 	33	 
	SECTION 6.11 Undertaking for Costs
	 	 	34	 
	 
	 	 	 	 
	ARTICLE VII TRUSTEE
	 	 	34	 
	 
	 	 	 	 
	SECTION 7.01 Duties of Trustee
	 	 	34	 
	SECTION 7.02 Rights of Trustee
	 	 	35	 
	SECTION 7.03 May Hold Securities
	 	 	36	 
	SECTION 7.04 Trustee’s Disclaimer
	 	 	36	 
	SECTION 7.05 Notice of Defaults
	 	 	36	 
	SECTION 7.06 Reports by Trustee to Holders
	 	 	36	 
	SECTION 7.07 Compensation and Indemnity
	 	 	37	 
	SECTION 7.08 Replacement of Trustee
	 	 	37	 
	SECTION 7.09 Successor Trustee by Merger, etc.
	 	 	39	 
	SECTION 7.10 Eligibility; Disqualification
	 	 	39	 
	SECTION 7.11 Preferential Collection of Claims Against the Partnership or a Subsidiary Guarantor
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VIII DISCHARGE OF INDENTURE 40
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01 Termination of the Partnership’s and the Subsidiary Guarantors’ Obligations
	 	 	40	 
	SECTION 8.02 Application of Trust Money
	 	 	44	 
	SECTION 8.03 Repayment to Partnership or Subsidiary Guarantor
	 	 	44	 






iii









 






	 	 	 	 	 
	 	 	Page
	SECTION 8.04 Reinstatement
	 	 	44	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS
	 	 	45	 
	 
	 	 	 	 
	SECTION 9.01 Without Consent of Holders
	 	 	45	 
	SECTION 9.02 With Consent of Holders
	 	 	46	 
	SECTION 9.03 Compliance with Trust Indenture Act
	 	 	48	 
	SECTION 9.04 Revocation and Effect of Consents
	 	 	48	 
	SECTION 9.05 Notation on or Exchange of Securities
	 	 	49	 
	SECTION 9.06 Trustee to Sign Amendments, etc.
	 	 	49	 
	 
	 	 	 	 
	ARTICLE X SUBORDINATION OF SECURITIES AND GUARANTEE
	 	 	49	 
	 
	 	 	 	 
	SECTION 10.01 Applicability of Article; Agreement To Subordinate
	 	 	49	 
	SECTION 10.02 Liquidation, Dissolution, Bankruptcy
	 	 	50	 
	SECTION 10.03 Default on Senior Indebtedness
	 	 	50	 
	SECTION 10.04 Acceleration of Payment of Securities
	 	 	51	 
	SECTION 10.05 When Distribution Must Be Paid Over
	 	 	51	 
	SECTION 10.06 Subrogation
	 	 	51	 
	SECTION 10.07 Relative Rights
	 	 	52	 
	SECTION 10.08 Subordination May Not Be Impaired by Partnership
	 	 	52	 
	SECTION 10.09 Rights of Trustee and Paying Agent
	 	 	52	 
	SECTION 10.10 Distribution or Notice to Representative
	 	 	53	 
	SECTION 10.11 Article X Not to Prevent Defaults or Limit Right to Accelerate
	 	 	53	 
	SECTION 10.12 Trust Moneys Not Subordinated
	 	 	53	 
	SECTION 10.13 Trustee Entitled to Rely
	 	 	53	 
	SECTION 10.14 Trustee to Effectuate Subordination
	 	 	54	 
	SECTION 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	54	 
	SECTION 10.16 Reliance by Holders of Senior Indebtedness on Subordination Provisions
	 	 	54	 
	 
	 	 	 	 
	ARTICLE XI GUARANTEE
	 	 	54	 
	 
	 	 	 	 
	SECTION 11.01 Guarantee
	 	 	54	 
	SECTION 11.02 Execution and Delivery of Guarantee.
	 	 	56	 
	SECTION 11.03 Limitation on Liability of the Subsidiary Guarantors
	 	 	57	 
	SECTION 11.04 Release of Subsidiary Guarantors from Guarantee
	 	 	57	 
	SECTION 11.05 Contribution
	 	 	57	 
	 
	 	 	 	 
	ARTICLE XII MISCELLANEOUS
	 	 	58	 
	 
	 	 	 	 
	SECTION 12.01 Trust Indenture Act Controls
	 	 	58	 
	SECTION 12.02 Notices
	 	 	58	 
	SECTION 12.03 Communication by Holders with Other Holders
	 	 	59	 
	SECTION 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	59	 
	SECTION 12.05 Statements Required in Certificate or Opinion
	 	 	60	 
	SECTION 12.06 Rules by Trustee and Agents
	 	 	60	 
	SECTION 12.07 Legal Holidays
	 	 	60	 
	SECTION 12.08 No Recourse Against Others
	 	 	60	 






iv









 






	 	 	 	 	 
	 	 	Page
	SECTION 12.09 Governing Law
	 	 	60	 
	SECTION 12.10 No Adverse Interpretation of Other Agreements
	 	 	61	 
	SECTION 12.11 Successors
	 	 	61	 
	SECTION 12.12 Severability
	 	 	61	 
	SECTION 12.13 Counterpart Originals
	 	 	61	 
	SECTION 12.14 Table of Contents, Headings, etc.
	 	 	61	 






v









 






          INDENTURE dated as of                     , 2006 among Crosstex Energy, L.P., a Delaware limited
partnership (the “Partnership”), the subsidiary guarantors listed on the signature pages hereto
(the “Subsidiary Guarantors”), and [                    ], a                     , as trustee (the “Trustee”).




          The Partnership and the Subsidiary Guarantors have duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of the Partnership’s debentures,
notes, bonds or other evidences of indebtedness to be issued in one or more series unlimited as to
principal amount (herein called the “Securities”), and the Guarantee by each of the Subsidiary
Guarantors of the Securities, as in this Indenture provided.




          The Partnership and the Subsidiary Guarantors are members of the same consolidated group of
companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the
issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the
execution and delivery of this Indenture to provide for its full, unconditional and joint and
several guarantee of the Securities to the extent provided in or pursuant to this Indenture.




          All things necessary to make this Indenture a valid agreement of the Partnership, in
accordance with its terms, have been done.




ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE




SECTION 1.01 Definitions.




          “Additional Amounts” means any additional amounts required by the express terms of a Security
or by or pursuant to a Board Resolution, under circumstances specified therein or pursuant thereto,
to be paid by the Partnership or any Subsidiary Guarantor, as the case may be, with respect to
certain taxes, assessments or other governmental charges imposed on certain Holders and that are
owing to such Holders.




          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by, or under direct or indirect common control with, such specified Person. For
purposes of this definition, “control” of a Person shall mean the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have
meanings correlative to the foregoing.




          “Agent” means any Registrar or Paying Agent.




          “Bankruptcy Law” means Title 11 of the United States Code or any similar federal, state or
foreign law for the relief of debtors.




          “Board of Directors,” means the Board of Directors of Crosstex Energy GP, LLC, the general
partner of the General Partner or any authorized committee of the Board of Directors
of Crosstex Energy GP, LLC or any directors and/or officers of Crosstex Energy GP, LLC to




1









 







whom
such Board of Directors or such committee shall have duly delegated its authority to act hereunder.




          “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of Crosstex Energy GP, LLC to have been duly adopted by the Board of Directors and to be
in full force and effect on the date of such certification, and delivered to the Trustee.




          “Business Day” means any day that is not a Legal Holiday.




          “Corporate Trust Office of the Trustee” means the office of the Trustee located at
                                                            , Attention:                                         , and as may be located at such other
address as the Trustee may give notice to the Partnership and the Subsidiary Guarantors.




          “Crosstex Energy GP, LLC” means Crosstex Energy GP, LLC, a Delaware limited liability company.




          “Debt” of any Person at any date means any obligation created or assumed by such Person for
the repayment of borrowed money and any guarantee thereof.




          “Default” means any event, act or condition that is, or after notice or the passage of time or
both would be, an Event of Default.




          “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in global form, the Person specified pursuant to Section 2.01 hereof as the initial
Depositary with respect to the Securities of such series, until a successor shall have been
appointed and become such pursuant to the applicable provision of this Indenture, and thereafter
“Depositary” shall mean or include such successor.




          “Designated Senior Indebtedness” means (i) any Senior Indebtedness which, at the date of
determination, has an aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $ million and (ii) any
other Senior Indebtedness designated, as provided in Section 2.01, in respect of any series of
Securities.




          “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United
States as at the time shall be legal tender for the payment of public and private debt.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.




          “GAAP” means generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be approved by a
significant segment of the accounting profession of the United States, as in effect from time to
time.




2









 








          “General Partner” means Crosstex Energy GP, L.P., a Delaware limited partnership.




          “Global Security” means a Security that is issued in global form in the name of the Depositary
with respect thereto or its nominee.




          “Government Obligations” means, with respect to a series of Securities, direct obligations of
the government that issues the currency in which the Securities of the series are payable for the
payment of which the full faith and credit of such government is pledged, or obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of such government,
the payment of which is unconditionally guaranteed as a full faith and credit obligation by such
government.




          “Guarantee” shall mean the guarantee of the Partnership’s obligations under the Securities by
a Subsidiary Guarantor as provided in Article XI.




          “Holder” means a Person in whose name a Security is registered.




          “Indenture” means this Indenture as amended or supplemented from time to time pursuant to the
provisions hereof, and includes the terms of a particular series of Securities established as
contemplated by Section 2.01.




          “interest” means, with respect to an Original Issue Discount Security that by its terms bears
interest only after Maturity, interest payable after Maturity.




          “Interest Payment Date,” when used with respect to any Security, shall have the meaning
assigned to such term in the Security as contemplated by Section 2.01.




          “Issue Date” means, with respect to Securities of a series, the date on which the Securities
of such series are originally issued under this Indenture.




          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in any of
The City of New York, New York or a Place of Payment are authorized or obligated by law, regulation
or executive order to remain closed.




          “Maturity” means, with respect to any Security, the date on which the principal of such
Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity thereof, or by declaration of acceleration, call for redemption or
otherwise.




          “Officer” means the Chief Executive Officer, the President, the Chief Operating Officer, any
Vice President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Assistant Secretary of a Person.




          “Officers’ Certificate” means a certificate signed by two Officers of a Person.





3









 







          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. Such counsel may be an employee of or counsel to the Partnership, a Subsidiary Guarantor
or the Trustee.




          “Original Issue Discount Security” means any Security that provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 6.02.




          “Partnership” means the Person named as the “Partnership” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Partnership” shall mean such successor Person; provided, however,
that for purposes of any provision contained herein which is required by the TIA, “Partnership”
shall also mean each other obligor (if any), other than a Subsidiary Guarantor, on the Securities
of a series.




          “Partnership Order” and “Partnership Request” mean, respectively, a written order or request
signed in the name of the Partnership or each Subsidiary Guarantor by two Officers of Crosstex
Energy GP, LLC and delivered to the Trustee.




          “Person” means any individual, corporation, partnership, limited liability company, joint
venture, incorporated or unincorporated association, joint stock company, trust, unincorporated
organization or government or other agency, instrumentality or political subdivision thereof or
other entity of any kind.




          “Place of Payment” means, with respect to the Securities of any series, the place or places
where the principal of, premium (if any) and interest on and any Additional Amounts with respect to
the Securities of that series are payable as specified in accordance with Section 2.01 subject to
the provisions of Section 4.02.




          “principal” of a Security means the principal of the Security plus, when appropriate, the
premium, if any, on the Security.




          “Redemption Date” means, with respect to any Security to be redeemed, the date fixed for such
redemption by or pursuant to this Indenture.




          “Redemption Price” means, with respect to any Security to be redeemed, the price at which it
is to be redeemed pursuant to this Indenture.




          “Representative” means the trustee, agent or representative (if any) for an issue of Senior
Indebtedness.




          “Responsible Officer” means any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this
Indenture.




4









 









          “Rule 144A Securities” means Securities of a series designated pursuant to Section 2.01 as
entitled to the benefits of Section 4.03(b).




          “SEC” means the Securities and Exchange Commission.




          “Securities” has the meaning stated in the preamble of this Indenture and more particularly
means any Securities authenticated and delivered under this Indenture.




          “Security Custodian” means, with respect to Securities of a series issued in global form, the
Trustee for Securities of such series, as custodian with respect to the Securities of such series,
or any successor entity thereto.




          “Senior Indebtedness,” unless otherwise provided with respect to the Securities of a series as
contemplated by Section 2.01, means (1) all Debt of the Subsidiary Guarantors or the Partnership,
whether currently outstanding or hereafter issued, unless, by the terms of the instrument creating
or evidencing such Debt, it is provided that such Debt is not superior in right of payment to the
Securities, in the case of the Partnership, or the Guarantee, in the case of the Subsidiary
Guarantors, or to other Debt which is pari passu with or subordinated to the Securities, in the
case of the Partnership, or the Guarantee, in the case of the Subsidiary Guarantors, and (2) any
modifications, refunding, deferrals, renewals, or extensions of any such Debt or securities, notes
or other evidence of Debt issued in exchange for such Debt; provided that in no event shall “Senior
Indebtedness” include (a) Debt evidenced by the Securities or any Guarantee, (b) Debt of any of the
Subsidiary Guarantors or the Partnership owed or owing to any Subsidiary of the Partnership, (c)
Debt of any of the Subsidiary Guarantors owed or owing to the Partnership, (d) Debt to trade
creditors, (e) any liability for taxes owed or owing by the Subsidiary Guarantors or the
Partnership or (f) Debt of any Subsidiary Guarantor in the event there is no series of Securities
outstanding that is entitled to the benefits of a Guarantee.




          “Stated Maturity” means, when used with respect to any Security or any installment of
principal thereof or interest thereon, the date specified in such Security as the fixed date on
which the principal of such Security or such installment of principal or interest is due and
payable.





	 	“Subsidiary”
of any Person means:
	 
	 	(1)	 	any corporation, association or other business entity of which
more than 50% of the total voting power of equity interests entitled, without
regard to the occurrence of any contingency, to vote in the election of
directors, managers, trustees or equivalent Persons thereof is at the time of
determination owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of such Person or combination thereof; or
	 
	 	(2)	 	in the case of a partnership, more than 50% of the partners’
equity interests, considering all partners’ equity interests as a single class,
is at such time of determination owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of such Person or
combination thereof.




5









 











          “Subsidiary Guarantors” means the Person or Persons named as the “Subsidiary Guarantors” in
the first paragraph of this instrument until a successor Person or Persons shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Subsidiary Guarantors”
shall mean such successor Person or Persons, and any other Subsidiary of the Partnership who may
execute this indenture, or a supplement thereto, for the purpose of providing a Guarantee of
Securities pursuant to this Indenture.




          “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date hereof.




          “Trustee” means the Person named as such above until a successor replaces it in accordance
with the applicable provisions of this Indenture, and thereafter “Trustee” means each Person who is
then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used
with respect to the Securities of any series means the Trustee with respect to Securities of that
series.




          “United States” means the United States of America (including the States and the District of
Columbia) and its territories and possessions, which include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.




          “U.S. Government Obligations” means Government Obligations with respect to Securities payable
in Dollars.





			
	SECTION 1.02	 	Other Definitions.





	 	 	 	 	 
	 	 	Defined	 
	Term	 	in Section	 
	“Bankruptcy Custodian”
	 	 	6.01	 
	“Conversion Event”
	 	 	6.01	 
	“covenant defeasance”
	 	 	8.01	 
	“Event of Default”
	 	 	6.01	 
	“Exchange Rate”
	 	 	2.11	 
	“Funding Guarantor”
	 	 	11.05	 
	“Judgment Currency”
	 	 	6.10	 
	“legal defeasance”
	 	 	8.01	 
	“mandatory sinking fund payment”
	 	 	3.09	 
	“optional sinking fund payment”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.05	 
	“Registrar”
	 	 	2.05	 
	“Required Currency”
	 	 	6.10	 
	“Successor”
	 	 	5.01	 
	“Subordinated Securities”
	 	 	10.01	 







			
	SECTION 1.03	 	Incorporation by Reference of Trust Indenture Act.





          Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture (and if the Indenture is not


6









 







qualified under the TIA
at that time, as if it were so qualified unless otherwise provided). The following TIA terms used
in this Indenture have the following meanings:




          “Commission” means the SEC.




          “indenture securities” means the Securities.




          “indenture security holder” means a Holder.




          “indenture to be qualified” means this Indenture.




          “indenture trustee” or “institutional trustee” means the Trustee.




          “obligor” on the indenture securities means the Partnership, any Subsidiary Guarantor or any
other obligor on the Securities.




          All terms used in this Indenture that are defined by the TIA, defined by a TIA reference to
another statute or defined by an SEC rule under the TIA have the meanings so assigned to them.





			
	SECTION 1.04	 	Rules of Construction.








	 	Unless the context otherwise requires:
	 
	 	(1)	 	a term has the meaning assigned to it;
	 
	 	(2)	 	an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
	 
	 	(3)	 	“or” is not exclusive;
	 
	 	(4)	 	words in the singular include the plural, and in the plural
include the singular;
	 
	 	(5)	 	provisions apply to successive events and transactions; and
	 
	 	(6)	 	all references in this instrument to Articles and Sections are
references to the corresponding Articles and Sections in and of this
instrument.






			
	SECTION 1.05	 	Non-Recourse to the General Partner; No Personal Liability of Officers, Directors,
Employees or Partners.





          Obligations of the Partnership and a Subsidiary Guarantor under this Indenture and the
Securities hereunder are non-recourse to the General Partner, and its respective Affiliates (other
than the Partnership and a Subsidiary Guarantor), and payable only out of cash flow and assets of
the Partnership and a Subsidiary Guarantor. The Trustee, and each Holder of a Security by its
acceptance thereof, will be deemed to have agreed in this Indenture that (1) neither the General
Partner nor its assets (nor any of its respective Affiliates other than the Partnership and a
Subsidiary Guarantor, nor its respective assets) shall be liable for any of the obligations of the


7









 







Partnership and a Subsidiary Guarantor under this Indenture or such Securities, and (2) no
director, officer, employee, partner or unitholder, as such, of the Partnership and a Subsidiary
Guarantor, the Trustee, the General Partner or any Affiliate of any of the foregoing entities shall
have any personal liability in respect of the obligations of the Partnership and a Subsidiary
Guarantor under this Indenture or such Securities by reason of his, her or its status.




ARTICLE II

THE SECURITIES





			
	SECTION 2.01	 	Amount Unlimited; Issuable in Series.





          The aggregate principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited.




          The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and set forth, or determined in the manner provided, in an Officers’
Certificate of Crosstex Energy GP, LLC or in a Partnership Order, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series:





     (1) the title of the Securities of the series (which shall distinguish the Securities
of the series from the Securities of all other series);




     (2) if there is to be a limit, the limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section 2.08, 2.09,
2.12, 2.17, 3.07 or 9.05 and except for any Securities which, pursuant to Section 2.04 or
2.17, are deemed never to have been authenticated and delivered hereunder); provided,
however, that unless otherwise provided in the terms of the series, the authorized aggregate
principal amount of such series may be increased before or after the issuance of any
Securities of the series by a Board Resolution (or action pursuant to a Board Resolution) to
such effect;




     (3) whether any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be issuable in permanent global
form, as Global Securities or otherwise, and, if so, whether beneficial owners of interests
in any such Global Security may exchange such interests for Securities of such series and of
like tenor of any authorized form and denomination and the circumstances under which any
such exchanges may occur, if other than in the manner provided in Section 2.17, and the
initial Depositary and Security Custodian, if any, for any Global Security or Securities of
such series;




     (4) the manner in which any interest payable on a temporary Global Security on any
Interest Payment Date will be paid if other than in the manner provided in Section 2.14;




     (5) the date or dates on which the principal of and premium (if any) on the Securities
of the series is payable or the method of determination thereof;



8









 






     (6) the rate or rates, or the method of determination thereof, at which the Securities
of the series shall bear interest, if any, whether and under what circumstances Additional
Amounts with respect to such Securities shall be payable, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall be payable
and the record date for the interest payable on any Securities on any Interest Payment Date,
or if other than provided herein, the Person to whom any interest on Securities of the
series shall be payable;




     (7) the place or places where, subject to the provisions of Section 4.02, the principal
of, premium (if any) and interest on and any Additional Amounts with respect to the
Securities of the series shall be payable;




     (8) the period or periods within which, the price or prices (whether denominated in
cash, securities or otherwise) at which and the terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the Partnership, if the
Partnership is to have that option, and the manner in which the Partnership must exercise
any such option, if different from those set forth herein;




     (9) whether Securities of the series are entitled to the benefits of any Guarantee of
any Subsidiary Guarantor pursuant to this Indenture;




     (10) the obligation, if any, of the Partnership to redeem, purchase or repay Securities
of the series pursuant to any sinking fund or analogous provisions or at the option of a
Holder thereof and the period or periods within which, the price or prices (whether
denominated in cash, securities or otherwise) at which and the terms and conditions upon
which Securities of the series shall be redeemed, purchased or repaid in whole or in part
pursuant to such obligation;




     (11) if other than denominations of $1,000 and any integral multiple thereof, the
denomination in which any Securities of that series shall be issuable;




     (12) if other than Dollars, the currency or currencies (including composite currencies)
or the form, including equity securities, other debt securities (including Securities),
warrants or any other securities or property of the Partnership, any Subsidiary Guarantor or
any other Person, in which payment of the principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series shall be payable;




     (13) if the principal of, premium (if any) or interest on or any Additional Amounts
with respect to the Securities of the series are to be payable, at the election of the
Partnership or a Holder thereof, in a currency or currencies (including composite
currencies) other than that in which the Securities are stated to be payable, the currency
or currencies (including composite currencies) in which payment of the principal of, premium
(if any) and interest on and any Additional Amounts with respect to Securities of such
series as to which such election is made shall be payable, and the periods within which and
the terms and conditions upon which such election is to be made;



9









 






     (14) if the amount of payments of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series may be determined with
reference to any commodities, currencies or indices, values, rates or prices or any other
index or formula, the manner in which such amounts shall be determined;




     (15) if other than the entire principal amount thereof, the portion of the principal
amount of Securities of the series that shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 6.02;




     (16) any additional means of satisfaction and discharge of this Indenture and any
additional conditions or limitations to discharge with respect to Securities of the series
and the related Guarantee pursuant to Article VIII or any modifications of or deletions from
such conditions or limitations;




     (17) any deletions or modifications of or additions to the Events of Default set forth
in Section 6.01 or covenants of the Partnership or any Subsidiary Guarantor set forth in
Article IV pertaining to the Securities of the series;




     (18) any restrictions or other provisions with respect to the transfer or exchange of
Securities of the series, which may amend, supplement, modify or supersede those contained
in this Article II;




     (19) if the Securities of the series are to be convertible into or exchangeable for
common units, other debt securities (including Securities), warrants, other equity
securities or any other securities or property of the Partnership, any Subsidiary Guarantor
or any other Person, at the option of the Partnership or the Holder or upon the occurrence
of any condition or event, the terms and conditions for such conversion or exchange;




     (20) the subordination, if any, of the Securities of the series pursuant to Article X
and any changes or additions to Article X or designation of any Designated Senior
Indebtedness;




     (21) whether the Securities of the series are to be entitled to the benefit of Section
4.03(b) (and accordingly constitute Rule 144A Securities); and




     (22) any other terms of the series (which terms shall not be prohibited by the
provisions of this Indenture).



          All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 2.03) set forth, or determined in the manner provided, in the Officers’
Certificate or Partnership Order referred to above or in any such indenture supplemental hereto.




          If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action, together with such Board Resolution,
shall be set forth in an Officers’ Certificate or certified by the Secretary or an


10









 







Assistant
Secretary of Crosstex Energy GP, LLC and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate or Partnership Order setting forth the terms of the series.





			
	SECTION 2.02	 	Denominations.





          The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 2.01. In the absence of any such provisions with respect to the Securities
of any series, the Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiples thereof.





			
	SECTION 2.03	 	Forms Generally.





          The Securities of each series shall be in fully registered form and in substantially such form
or forms (including temporary or permanent global form) established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto. The Securities may have notations,
legends or endorsements required by law, securities exchange rule, the Partnership’s certificate of
limited partnership, agreement of limited partnership or other similar governing documents,
agreements to which the Partnership is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Partnership). A copy of the Board Resolution
establishing the form or forms of Securities of any series shall be delivered to the Trustee at or
prior to the delivery of the Partnership Order contemplated by Section 2.04 for the authentication
and delivery of such Securities.




          The definitive Securities of each series shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by the Officers
executing such Securities, as evidenced by their execution thereof.




          The Trustee’s certificate of authentication shall be in substantially the following form:




          “This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	[               ], as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory”.	 	 







			
	SECTION 2.04	 	Execution, Authentication, Delivery and Dating.





          Two Officers of Crosstex Energy GP, LLC shall sign the Securities on behalf of the Partnership
and, with respect to the Guarantee of the Securities, two Officers of Crosstex Energy GP, LLC shall
sign the Securities on behalf of such Subsidiary Guarantor, in each case by manual or facsimile
signature.




          If an Officer of Crosstex Energy GP, LLC whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall be valid nevertheless.




11









 








          A Security shall not be entitled to any benefit under this Indenture or the related Guarantees
or be valid or obligatory for any purpose until authenticated by the manual signature of an
authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security
has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has
been authenticated and delivered hereunder but never issued and sold by the Partnership, and the
Partnership delivers such Security to the Trustee for cancellation as provided in Section 2.13,
together with a written statement (which need not comply with Section 12.05 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by
the Partnership, for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture or the related Guarantees.




          At any time and from time to time after the execution and delivery of this Indenture, the
Partnership may deliver Securities of any series executed by the Partnership and each Subsidiary
Guarantor to the Trustee for authentication, and the Trustee shall authenticate and deliver such
Securities for original issue upon a Partnership Order for the authentication and delivery of such
Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time
to time by Partnership Order. Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be authenticated, the name
or names of the initial Holder or Holders and any other terms of the Securities of such series not
otherwise determined. If provided for in such procedures, such Partnership Order may authorize (1)
authentication and delivery of Securities of such series for original issue from time to time, with
certain terms (including, without limitation, the Maturity dates or dates, original issue date or
dates and interest rate or rates) that differ from Security to
Security and (2) may authorize authentication and delivery pursuant to oral or electronic
instructions from the Partnership or its duly authorized agent, which instructions shall be
promptly confirmed in writing.




          If the form or terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Partnership Order referred to above and
the other documents required by Section 12.04), and (subject to Section 7.01) shall be fully
protected in relying upon:





     (a) an Officers’ Certificate setting forth the Board Resolution and, if applicable, an
appropriate record of any action taken pursuant thereto, as contemplated by the last
paragraph of Section 2.01; and




     (b) an Opinion of Counsel to the effect that:




     (i) the form of such Securities has been established in conformity with the
provisions of this Indenture;




     (ii) the terms of such Securities have been established in conformity with the
provisions of this Indenture; and



12









 






     (iii) that, when authenticated and delivered by the Trustee and issued by the
Partnership in the manner and subject to any conditions specified in such Opinion of
Counsel, such Securities and the related Guarantees will constitute valid and
binding obligations of the Partnership and the Subsidiary Guarantors, respectively,
enforceable against the Partnership and the Subsidiary Guarantors, respectively, in
accordance with their respective terms, except as the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws in effect from time to time affecting the rights of
creditors generally, and the application of general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law).



          If all the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of
each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or
before the time of issuance of the first Security of the series to be issued.




          The Trustee shall not be required to authenticate such Securities if the issuance of such
Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the
Trustee.




          The Trustee may appoint an authenticating agent acceptable to the Partnership to authenticate
Securities. Unless limited by the terms of such appointment, an authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with the Partnership, any Subsidiary Guarantor or an
Affiliate of the Partnership or any Subsidiary Guarantor.




          Each Security shall be dated the date of its authentication.





			
	SECTION 2.05	 	Registrar and Paying Agent.





          The Partnership shall maintain an office or agency for each series of Securities where
Securities of such series may be presented for registration of transfer or exchange (“Registrar”)
and an office or agency where Securities of such series may be presented for payment (“Paying
Agent”). The Registrar shall keep a register of the Securities of such series and of their
transfer and exchange. The Partnership may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent.




          The Partnership shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Partnership shall notify the Trustee of the name and
address of any Agent not a party to this Indenture. The Partnership may change any Paying Agent or
Registrar without notice to any Holder. If the Partnership fails to appoint or


13









 







maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Partnership, the Guarantor
or any Subsidiary may act as Paying Agent or Registrar.




          The Partnership initially appoints the Trustee as Registrar and Paying Agent.





			
	SECTION 2.06	 	Paying Agent to Hold Money in Trust.





          The Partnership shall require each Paying Agent other than the Trustee to agree in writing
that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal of, premium, if any, or interest on or any
Additional Amounts with respect to Securities and will notify the Trustee of any default by the
Partnership in making any such payment. While any such default continues, the Trustee may require
a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.
The Partnership at any time may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed. Upon payment over to the Trustee and upon accounting for
any funds disbursed, the Paying Agent (if other than the Partnership, a Subsidiary Guarantor or a
Subsidiary) shall have no further liability for the money. If the Partnership, a Subsidiary
Guarantor or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Each Paying Agent shall
otherwise comply with TIA § 317(b).





			
	SECTION 2.07	 	Holder Lists.





          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders and shall otherwise comply with TIA §
312(a). If the Trustee is not the Registrar with respect to a series of Securities, the
Partnership shall furnish to the Trustee at least five Business Days before each Interest Payment
Date with respect to such series of Securities, and at such other times as the Trustee may request
in writing, a list in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Holders of such series, and the Partnership shall otherwise comply with TIA
§ 312(a).





			
	SECTION 2.08	 	Transfer and Exchange.





          Except as set forth in Section 2.17 or as may be provided pursuant to




Section 2.01:




          When Securities of any series are presented to the Registrar with the request to register the
transfer of such Securities or to exchange such Securities for an equal principal amount of
Securities of the same series of like tenor and of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however, that the
Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed
or accompanied by a written instruction of transfer in form reasonably satisfactory to the
Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on
which instruction the Registrar can rely.




14









 








          To permit registrations of transfers and exchanges, the Partnership and the Subsidiary
Guarantors shall execute and the Trustee shall authenticate Securities at the Registrar’s written
request and submission of the Securities or Global Securities. No service charge shall be made to
a Holder for any registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Partnership may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such transfer tax or
similar governmental charge payable upon exchanges pursuant to Section 2.12, 3.07 or 9.05). The
Trustee shall authenticate Securities in accordance with the provisions of Section 2.04.
Notwithstanding any other provisions of this Indenture to the contrary, the Partnership shall not
be required to register the transfer or exchange of (a) any Security selected for redemption in
whole or in part pursuant to Article III, except the unredeemed portion of any Security being
redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the
mailing of notice of any offer to repurchase Securities of the series required pursuant to the
terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of
business on the day of mailing.





			
	SECTION 2.09	 	Replacement Securities.





          If any mutilated Security is surrendered to the Trustee, or if the Holder of a Security claims
that the Security has been destroyed, lost or stolen and the Partnership and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of such Security, the Partnership
shall issue, the Subsidiary Guarantors shall execute and the Trustee shall authenticate a
replacement Security of the same series if the Trustee’s requirements are met. If any such
mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the
Partnership in its discretion may, instead of issuing a new Security, pay such Security. If
required by the Trustee, any Subsidiary Guarantor or the Partnership, such Holder must furnish an
indemnity bond that is sufficient in the judgment of the Trustee and the Partnership to protect the
Partnership, each Subsidiary Guarantor, the Trustee, any Agent or any authenticating agent from any
loss that any of them may suffer if a Security is replaced. The Partnership and the Trustee may
charge a Holder for their expenses in replacing a Security.




          Every replacement Security is an additional obligation of the Partnership.





			
	SECTION 2.10	 	Outstanding Securities.





          The Securities outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Security effected by the Trustee hereunder and those described in this Section
2.10 as not outstanding.




          If a Security is replaced pursuant to Section 2.09, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.




          If the principal amount of any Security is considered paid under Section 4.01, it ceases to be
outstanding and interest on it ceases to accrue.




15









 








          A Security does not cease to be outstanding because the Partnership, a Subsidiary Guarantor or
an Affiliate of the Partnership or a Subsidiary Guarantor holds the Security.





			
	SECTION 2.11	 	Original Issue Discount, Foreign-Currency Denominated and Treasury Securities.





          In determining whether the Holders of the required principal amount of Securities have
concurred in any direction, amendment, supplement, waiver or consent, (a) the principal amount of
an Original Issue Discount Security shall be the principal amount thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to
Section 6.02, (b) the principal amount of a Security denominated in a foreign
currency shall be the Dollar equivalent, as determined by the Partnership by reference to the
noon buying rate in The City of New York for cable transfers for such currency, as such rate is
certified for customs purposes by the Federal Reserve Bank of New York (the “Exchange Rate”) on the
date of original issuance of such Security, of the principal amount (or, in the case of an Original
Issue Discount Security, the Dollar equivalent, as determined by the Partnership by reference to
the Exchange Rate on the date of original issuance of such Security, of the amount determined as
provided in (a) above), of such Security and (c) Securities owned by the Partnership, a Subsidiary
Guarantor or any other obligor upon the Securities or any Affiliate of the Partnership, of a
Subsidiary Guarantor or of such other obligor shall be disregarded, except that, for the purpose of
determining whether the Trustee shall be protected in relying upon any such direction, amendment,
supplement, waiver or consent, only Securities that a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded.





			
	SECTION 2.12	 	Temporary Securities.





          Until definitive Securities of any series are ready for delivery, the Partnership may prepare,
and the Subsidiary Guarantors shall execute and the Trustee shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form of definitive Securities, but
may have variations that the Partnership considers appropriate for temporary Securities. Without
unreasonable delay, the Partnership shall prepare, and the Subsidiary Guarantors shall execute and
the Trustee shall authenticate definitive Securities in exchange for temporary Securities. Until
so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities.





			
	SECTION 2.13	 	Cancellation.





          The Partnership or any Subsidiary Guarantor at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, payment or redemption or for credit
against any sinking fund payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, redemption, replacement or cancellation or for credit
against any sinking fund. Unless the Partnership shall direct in writing that canceled Securities
be returned to it, after written notice to the Partnership all canceled Securities held by the
Trustee shall be disposed of in accordance with the usual disposal procedures of the Trustee, and
the Trustee shall maintain a record of their disposal. The


16









 







Partnership may not issue new
Securities to replace Securities that have been paid or that have been delivered to the Trustee for
cancellation.





			
	SECTION 2.14	 	Payments; Defaulted Interest.





          Unless otherwise provided as contemplated by Section 2.01, interest (except defaulted
interest) on any Security that is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Persons who are registered Holders of that
Security at the close of business on the record date next preceding such Interest Payment Date,
even if such Securities are canceled after such record date and on or before such Interest Payment
Date. The Holder must surrender a Security to a Paying Agent to collect principal payments.
Unless otherwise provided with respect to the Securities of any series, the Partnership will pay
the principal of, premium (if any) and interest on and any Additional Amounts with respect to the
Securities in Dollars. Such amounts shall be payable at the offices of the Trustee or any Paying
Agent, provided that at the option of the Partnership, the Partnership may pay such amounts (1) by
wire transfer with respect to Global Securities or (2) by check payable in such money mailed to a
Holder’s registered address with respect to any Securities.




          If the Partnership defaults in a payment of interest on the Securities of any series, the
Partnership shall pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest on the defaulted interest, in each case at the rate provided in the Securities of such
series and in Section 4.01. The Partnership may pay the defaulted interest to the Persons who are
Holders on a subsequent special record date. At least 15 days before any special record date
selected by the Partnership, the Partnership (or the Trustee, in the name of and at the expense of
the Partnership upon 20 days’ prior written notice from the Partnership setting forth such special
record date and the interest amount to be paid) shall mail to Holders a notice that states the
special record date, the related payment date and the amount of such interest to be paid.





			
	SECTION 2.15	 	Persons Deemed Owners.





          The Partnership, the Subsidiary Guarantors, the Trustee, any Agent and any authenticating
agent may treat the Person in whose name any Security is registered as the owner of such Security
for the purpose of receiving payments of principal of, premium (if any) or interest on or any
Additional Amounts with respect to such Security and for all other purposes. None of the
Partnership, any Subsidiary Guarantor, the Trustee, any Agent or any authenticating agent shall be
affected by any notice to the contrary.





			
	SECTION 2.16	 	Computation of Interest.





          Except as otherwise specified as contemplated by Section 2.01 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a year comprising
twelve 30-day months.





			
	SECTION 2.17	 	Global Securities; Book-Entry Provisions.





          If Securities of a series are issuable in global form as a Global Security, as contemplated by
Section 2.01, then, notwithstanding clause (11) of Section 2.01 and the provisions of Section 2.02,
any such Global Security shall represent such of the outstanding


17









 







Securities of such series as shall
be specified therein and may provide that it shall represent the
aggregate amount of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, transfers or redemptions. Any endorsement of a
Global Security to reflect the amount, or any increase or decrease in the amount, of outstanding
Securities represented thereby shall be made by the Trustee (i) in such manner and upon
instructions given by such Person or Persons as shall be specified in such Security or in a
Partnership Order to be delivered to the Trustee pursuant to Section 2.04 or (ii) otherwise in
accordance with written instructions or such other written form of instructions as is customary for
the Depositary for such Security, from such Depositary or its nominee on behalf of any Person
having a beneficial interest in such Global Security. Subject to the provisions of Section 2.04
and, if applicable, Section 2.12, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons specified in such
Security or in the applicable Partnership Order. With respect to the Securities of any series that
are represented by a Global Security, the Partnership and the Subsidiary Guarantors authorize the
execution and delivery by the Trustee of a letter of representations or other similar agreement or
instrument in the form customarily provided for by the Depositary appointed with respect to such
Global Security. Any Global Security may be deposited with the Depositary or its nominee, or may
remain in the custody of the Trustee or the Security Custodian therefor pursuant to a FAST Balance
Certificate Agreement or similar agreement between the Trustee and the Depositary. If a
Partnership Order has been, or simultaneously is, delivered, any instructions by the Partnership
with respect to endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 12.05 and need not be accompanied by an Opinion of
Counsel.




          Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the Depositary, or the
Trustee or the Security Custodian as its custodian, or under such Global Security, and the
Depositary may be treated by the Partnership, any Subsidiary Guarantor, the Trustee or the Security
Custodian and any agent of the Partnership, any Subsidiary Guarantor, the Trustee or the Security
Custodian as the absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, (i) the registered holder of a Global Security of a series may grant
proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder of Securities of such series is
entitled to take under this Indenture or the Securities of such series and (ii) nothing herein
shall prevent the Partnership, any Subsidiary Guarantor, the Trustee or the Security Custodian, or
any agent of the Partnership, any Subsidiary Guarantor, the Trustee or the Security Custodian, from
giving effect to any written certification, proxy or other authorization furnished by the
Depositary or shall impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a beneficial owner of any Security.




          Notwithstanding Section 2.08, and except as otherwise provided pursuant to Section 2.01:
Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but
not in part, to the Depositary, its successors or their respective nominees. Interests of
beneficial owners in a Global Security may be transferred in accordance with the rules and
procedures of the Depositary. Securities shall be transferred to all beneficial owners in exchange




18









 







for their beneficial interests in a Global Security if, and only if, either (1) the Depositary
notifies
the Partnership that it is unwilling or unable to continue as Depositary for the Global
Security and a successor Depositary is not appointed by the Partnership within 90 days of such
notice, (2) an Event of Default has occurred with respect to such series and is continuing and the
Registrar has received a request from the Depositary to issue Securities in lieu of all or a
portion of the Global Security (in which case the Partnership shall deliver Securities within 30
days of such request) or (3) the Partnership determines not to have the Securities represented by a
Global Security.




          In connection with any transfer of a portion of the beneficial interests in a Global Security
to beneficial owners pursuant to this Section 2.17, the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of the Global Security in an amount equal
to the principal amount of the beneficial interests in the Global Security to be transferred, and
the Partnership and the Subsidiary Guarantors shall execute, and the Trustee upon receipt of a
Partnership Order for the authentication and delivery of Securities shall authenticate and deliver,
one or more Securities of the same series of like tenor and amount.




          In connection with the transfer of all the beneficial interests in a Global Security to
beneficial owners pursuant to this Section 2.17, the Global Security shall be deemed to be
surrendered to the Trustee for cancellation, and the Partnership and the Subsidiary Guarantors
shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its beneficial interests in the Global Security, an equal
aggregate principal amount of Securities of authorized denominations.




          Neither the Partnership, any Subsidiary Guarantor nor the Trustee will have any responsibility
or liability for any aspect of the records relating to, or payments made on account of, Securities
by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary
relating to such Securities. Neither the Partnership, any Subsidiary Guarantor nor the Trustee
shall be liable for any delay by the related Global Security Holder or the Depositary in
identifying the beneficial owners, and each such Person may conclusively rely on, and shall be
protected in relying on, instructions from such Global Security Holder or the Depositary for all
purposes (including with respect to the registration and delivery, and the respective principal
amounts, of the Securities to be issued).




          The provisions of the last sentence of the third paragraph of Section 2.04 shall apply to any
Global Security if such Global Security was never issued and sold by the Partnership and the
Partnership or a Subsidiary Guarantor delivers to the Trustee the Global Security together with
written instructions (which need not comply with Section 12.05 and need not be accompanied by an
Opinion of Counsel) with regard to the cancellation or reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated by the last
sentence of the third paragraph of Section 2.04.




          Notwithstanding the provisions of Sections 2.03 and 2.14, unless otherwise specified as
contemplated by Section 2.01, payment of principal of, premium (if any) and interest on and any
Additional Amounts with respect to any Global Security shall be made to the Person or Persons
specified therein.




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ARTICLE III

REDEMPTION





			
	SECTION 3.01	 	Applicability of Article.





          Securities of any series that are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 2.01
for Securities of any series) in accordance with this Article III.





			
	SECTION 3.02	 	Notice to the Trustee.





          If the Partnership elects to redeem Securities of any series pursuant to this Indenture, it
shall notify the Trustee of the Redemption Date and the principal amount of Securities of such
series to be redeemed. The Partnership shall so notify the Trustee at least 45 days before the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee) by delivering to the
Trustee an Officers’ Certificate stating that such redemption will comply with the provisions of
this Indenture and of the Securities of such series. Any such notice may be canceled at any time
prior to the mailing of such notice of such redemption to any Holder and shall thereupon be void
and of no effect.





			
	SECTION 3.03	 	Selection of Securities To Be Redeemed.





          If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series of a specified tenor are to be redeemed), the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Securities of such series (and tenor) not previously called for redemption, either pro
rata, by lot or by such other method as the Trustee shall deem fair and appropriate and that may
provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof) of the principal amount of
Securities of such series of a denomination larger than the minimum authorized denomination for
Securities of that series or of the principal amount of Global Securities of such series.




          The Trustee shall promptly notify the Partnership and the Registrar in writing of the
Securities selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.




          For purposes of this Indenture, unless the context otherwise requires, all provisions relating
to redemption of Securities shall relate, in the case of any of the Securities redeemed or to be
redeemed only in part, to the portion of the principal amount thereof which has been or is to be
redeemed.





			
	SECTION 3.04	 	Notice of Redemption.





          Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at the address of such Holder appearing in the register of Securities maintained by the Registrar.




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          All notices of redemption shall identify the Securities to be redeemed and shall state:





     (1) the Redemption Date;




     (2) the Redemption Price;




     (3) that, unless the Partnership and the Subsidiary Guarantors default in making the
redemption payment, interest on Securities called for redemption ceases to accrue on and
after the Redemption Date, and the only remaining right of the Holders of such Securities is
to receive payment of the Redemption Price upon surrender to the Paying Agent of the
Securities redeemed;




     (4) if any Security is to be redeemed in part, the portion of the principal amount
thereof to be redeemed and that on and after the Redemption Date, upon surrender for
cancellation of such Security to the Paying Agent, a new Security or Securities in the
aggregate principal amount equal to the unredeemed portion thereof will be issued without
charge to the Holder;




     (5) that Securities called for redemption must be surrendered to the Paying Agent to
collect the Redemption Price and the name and address of the Paying Agent;




     (6) that the redemption is for a sinking or analogous fund, if such is the case; and




     (7) the CUSIP number, if any, relating to such Securities.



          Notice of redemption of Securities to be redeemed at the election of the Partnership shall be
given by the Partnership or, at the Partnership’s written request, by the Trustee in the name and
at the expense of the Partnership.





			
	SECTION 3.05	 	Effect of Notice of Redemption.





          Once notice of redemption is mailed, Securities called for redemption become due and payable
on the Redemption Date and at the Redemption Price. Upon surrender to the Paying Agent, such
Securities called for redemption shall be paid at the Redemption Price, but interest installments
whose maturity is on or prior to such Redemption Date will be payable on the
relevant Interest Payment Dates to the Holders of record at the close of business on the
relevant record dates specified pursuant to Section 2.01.





			
	SECTION 3.06	 	Deposit of Redemption Price.





          On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Partnership or a
Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if the Partnership or
such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in
Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any
Additional Amounts with respect to, the Securities or portions




21









 







thereof which are to be redeemed on
that date, other than Securities or portions thereof called for redemption on that date which have
been delivered by the Partnership or a Subsidiary Guarantor to the Trustee for cancellation.




          If the Partnership or a Subsidiary Guarantor complies with the preceding paragraph, then,
unless the Partnership and the Subsidiary Guarantors default in the payment of such Redemption
Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not such Securities are presented for payment, and the Holders of such
Securities shall have no further rights with respect to such Securities except for the right to
receive the Redemption Price upon surrender of such Securities. If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if
any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid,
bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided
in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to
maturity.





			
	SECTION 3.07	 	Securities Redeemed or Purchased in Part.





          Upon surrender to the Paying Agent of a Security to be redeemed in part, the Partnership and
the Subsidiary Guarantors shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or Securities, of the same series and
of any authorized denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so surrendered that is
not redeemed.





			
	SECTION 3.08	 	Purchase of Securities.





          Unless otherwise specified as contemplated by Section 2.01, the Partnership, any Subsidiary
Guarantor and any Affiliate of the Partnership or any Subsidiary Guarantor may, subject to
applicable law, at any time purchase or otherwise acquire Securities in the open market or by
private agreement. Any such acquisition shall not operate as or be deemed for any purpose
to be a redemption of the indebtedness represented by such Securities. Any Securities
purchased or acquired by the Partnership or a Subsidiary Guarantor may be delivered to the Trustee
and, upon such delivery, the indebtedness represented thereby shall be deemed to be satisfied.
Section 2.13 shall apply to all Securities so delivered.





			
	SECTION 3.09	 	Mandatory and Optional Sinking Funds.





          The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment.” Unless otherwise provided by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 3.10. Each sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series and by this Article III.




22









 









			
	SECTION 3.10	 	Satisfaction of Sinking Fund Payments with Securities.





          The Partnership or a Subsidiary Guarantor may deliver outstanding Securities of a series
(other than any previously called for redemption) and may apply as a credit Securities of a series
that have been redeemed either at the election of the Partnership pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made pursuant to the terms of
such series of Securities; provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.





			
	SECTION 3.11	 	Redemption of Securities for Sinking Fund.





          Not less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to
each sinking fund payment date for any series of Securities, the Partnership will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivery
of or by crediting Securities of that series pursuant to Section 3.10 and will also deliver or
cause to be delivered to the Trustee any Securities to be so delivered. Failure of the Partnership
to timely deliver or cause to be delivered such Officers’ Certificate and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute the election of the
Partnership (i) that the mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to deliver
or credit Securities of such series in respect thereof and (ii) that the Partnership will make
no optional sinking fund payment with respect to such series as provided in this Section 3.11.




          If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on
the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $100,000 (or the Dollar equivalent thereof based on the
applicable Exchange Rate on the date of original issue of the applicable Securities) or a lesser
sum if the Partnership shall so request with respect to the Securities of any particular series,
such cash shall be applied on the next succeeding sinking fund payment date to the redemption of
Securities of such series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Partnership makes no such request then it shall be carried over until
a sum in excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is available. Not less
than 30 days before each such sinking fund payment date, the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in Section 3.03 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Partnership
in the manner provided in Section 3.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.05, 3.06 and 3.07.




23









 








ARTICLE IV

COVENANTS





			
	SECTION 4.01	 	Payment of Securities.





          The Partnership shall pay the principal of, premium (if any) and interest on and any
Additional Amounts with respect to the Securities of each series on the dates and in the manner
provided in the Securities of such series and in this Indenture. Principal, premium, interest and
any Additional Amounts shall be considered paid on the date due if the Paying Agent (other than the
Partnership, a Subsidiary Guarantor or a Subsidiary) holds on that date money deposited by the
Partnership or a Subsidiary Guarantor designated for and sufficient to pay all principal, premium,
interest and any Additional Amounts then due.




          The Partnership shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium (if any), at a rate equal to the then
applicable interest rate on the Securities to the extent lawful; and it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and any Additional Amount (without regard to any applicable grace period)
at the same rate to the extent lawful.





			
	SECTION 4.02	 	Maintenance of Office or Agency.





          The Partnership will maintain in each Place of Payment for any series of Securities an office
or agency (which may be an office of the Trustee, the Registrar or the Paying
Agent) where Securities of that series may be presented for registration of transfer or
exchange, where Securities of that series may be presented for payment and where notices and
demands to or upon the Partnership or a Subsidiary Guarantor in respect of the Securities of that
series and this Indenture may be served. Unless otherwise designated by the Partnership by written
notice to the Trustee and the Subsidiary Guarantors, such office or agency shall be the office of
the Trustee in The City of New York, which on the date hereof is located at
______. The Partnership will give prompt written notice to the Trustee and
the Subsidiary Guarantors of the location, and any change in the location, of such office or
agency. If at any time the Partnership shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee and the Subsidiary Guarantors with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee.




          The Partnership may also from time to time designate one or more other offices or agencies
where the Securities of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Partnership of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for such purposes. The
Partnership will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.




24









 









			
	SECTION 4.03	 	SEC Reports; Financial Statements.





          (a) If the Partnership or a Subsidiary Guarantor is subject to the requirements of Section 13
or 15(d) of the Exchange Act, the Partnership or such Subsidiary Guarantor, as the case may be,
shall file with the Trustee, within 15 days after it files the same with the SEC, copies of the
annual reports and the information, documents and other reports (or copies of such portions of any
of the foregoing as the SEC may by rules and regulations prescribe) that the Partnership or such
Subsidiary Guarantor is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. If this Indenture is qualified under the TIA, but not otherwise, the Partnership and
the Subsidiary Guarantors shall also comply with the provisions of TIA § 314(a). Delivery of such
reports, information and documents to the Trustee shall be for informational purposes only, and the
Trustee’s receipt thereof shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the Partnership’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers’ Certificates or certificates delivered pursuant to Section 4.04).




          (b) If neither the Partnership nor any Subsidiary Guarantor is subject to the requirements of
Section 13 or 15(d) of the Exchange Act, the Partnership and the Subsidiary Guarantors shall
furnish to all Holders of Rule 144A Securities and prospective purchasers of Rule 144A Securities
designated by the Holders of Rule 144A Securities, promptly upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act of 1933,
as amended.





			
	SECTION 4.04	 	Compliance Certificate.





          (a) Each of the Partnership and the Subsidiary Guarantors shall deliver to the Trustee, within
120 days after the end of each fiscal year, a statement signed by an Officer of Crosstex Energy GP,
LLC, which need not constitute an Officers’ Certificate, complying with TIA § 314(a)(4) and stating
that in the course of performance by the signing Officer of his duties as such Officer of Crosstex
Energy GP, LLC, he would normally obtain knowledge of the keeping, observing, performing and
fulfilling by the Partnership or such Subsidiary Guarantor, as the case may be, of its obligations
under this Indenture, and further stating that to the best of his knowledge the Partnership or such
Subsidiary Guarantor, as the case may be, has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the performance or observance
of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which such Officer may have
knowledge and what action the Partnership or such Subsidiary Guarantor, as the case may be, is
taking or proposes to take with respect thereto).




          (b) The Partnership or any Subsidiary Guarantor shall, so long as Securities of any series are
outstanding, deliver to the Trustee, forthwith upon any Officer of Crosstex Energy GP, LLC,
becoming aware of any Default or Event of Default under this Indenture, an Officers’ Certificate
specifying such Default or Event of Default and what action the Partnership or such Subsidiary
Guarantor, as the case may be, is taking or proposes to take with respect thereto.




25









 









			
	SECTION	 	4.05 Existence.





          Subject to Article V, each of the Partnership and the Subsidiary Guarantors shall do or cause
to be done all things necessary to preserve and keep in full force and effect its existence.





			
	SECTION 4.06	 	Waiver of Stay, Extension or Usury Laws.





          Each of the Partnership and the Subsidiary Guarantors covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive it from paying all or any portion of the principal of or interest on
the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) each of the Partnership and the Subsidiary Guarantors hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.





			
	SECTION 4.07	 	Additional Amounts.





          If the Securities of a series expressly provide for the payment of Additional Amounts, the
Partnership will pay to the Holder of any Security of such series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series, such mention shall
be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.07
to the extent that, in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not made.




ARTICLE V

SUCCESSORS





			
	SECTION 5.01	 	Limitations on Mergers and Consolidations.





          Neither the Partnership nor any Subsidiary Guarantor shall, in any transaction or series of
transactions, consolidate with or merge into any Person, or sell, lease, convey, transfer or
otherwise dispose of all or substantially all of its assets to any Person (other than a
consolidation or merger of the Partnership and a Subsidiary Guarantor or of the Subsidiary
Guarantors, or a sale, lease, conveyance, transfer or other disposition of all or substantially all
of the assets of the Partnership to a Subsidiary Guarantor, a Subsidiary Guarantor to the
Partnership or of a Subsidiary Guarantor to another Subsidiary Guarantor), unless:





     (1) either (a) the Partnership or such Subsidiary Guarantor, as the case may be, shall
be the continuing Person or (b) the Person (if other than the Partnership or such



26









 







Subsidiary
Guarantor) formed by such consolidation or into which the Partnership or such Subsidiary
Guarantor is merged, or to which such sale, lease, conveyance, transfer or other disposition
shall be made (collectively, the “Successor”), is organized and validly existing under the
laws of the United States, any political subdivision thereof or any State thereof or the
District of Columbia, and expressly assumes by supplemental indenture, in the case of the
Partnership, the due and punctual payment of the principal of, premium (if any) and interest
on and any Additional Amounts with respect to all the Securities and the performance of the
Partnership’s covenants and obligations under this Indenture and the Securities, or, in the
case of such Subsidiary Guarantor, the performance of the Guarantee and such Subsidiary
Guarantor’s covenants and obligations under this Indenture and the Securities;




     (2) immediately after giving effect to such transaction or series of transactions, no
Default or Event of Default shall have occurred and be continuing or would result therefrom;
and




     (3) the Partnership or such Subsidiary Guarantor, as the case may be, delivers to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the
transaction and such supplemental indenture comply with this Indenture.




			
	SECTION 5.02	 	Successor Person Substituted.





          Upon any consolidation or merger of the Partnership or a Subsidiary Guarantor, as the case may
be, or any sale, lease, conveyance, transfer or other disposition of all or substantially all of
the assets of the Partnership or such Subsidiary Guarantor in accordance with Section 5.01, the
Successor formed by such consolidation or into or with which the Partnership or such Subsidiary
Guarantor is merged or to which such sale, lease, conveyance, transfer or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power of the Partnership
or such Subsidiary Guarantor, as the case may be, under this Indenture and the Securities with the
same effect as if such Successor had been named as the Partnership or such Subsidiary Guarantor, as
the case may be, herein and the predecessor Partnership or Subsidiary Guarantor, in the case of a
sale, conveyance, transfer or other disposition, shall be released from all obligations under this
Indenture, the Securities and, in the case of a Subsidiary Guarantor, the Guarantee.




ARTICLE VI

DEFAULTS AND REMEDIES





			
	SECTION 6.01	 	Events of Default.





          Unless either inapplicable to a particular series or specifically deleted or modified in or
pursuant to the supplemental indenture or Board Resolution establishing such series of Securities
or in the form of Security for such series, an “Event of Default,” wherever used herein with
respect to Securities of any series, occurs if:





     (1) there is a default in the payment of interest on or any Additional Amounts with
respect to any Security of that series when the same becomes due and payable and such
default continues for a period of 30 days;



27









 







            (2) there is a default in the payment of the principal of or premium, if any, on any
Securities of that series as and when the same shall become due and payable, whether at
Stated Maturity, upon redemption, by declaration, upon required repurchase or otherwise;




            (3) there is a default in the payment of any sinking fund payment with respect to any
Securities of that series as and when the same shall become due and payable;




            (4) there is a failure on the part of the Partnership, or if any series of Securities
outstanding under this Indenture is entitled to the benefits of a Guarantee by
the Subsidiary Guarantors, any of the Subsidiary Guarantors, duly to observe or perform
any other of the covenants or agreements on the part of the Partnership, or if applicable,
any of the Subsidiary Guarantors, in the Securities of that series, in any resolution of the
Board of Directors authorizing the issuance of that series of Securities, in this Indenture
with respect to such series or in any supplemental Indenture with respect to such series
(other than a default in the performance of a covenant which is specifically dealt with
elsewhere in this Section 6.01), continuing for a period of 60 days after the date on which
written notice specifying such failure and requiring the Partnership, or if applicable, the
Subsidiary Guarantors, to remedy the same shall have been given, by registered or certified
mail, to the Partnership, or if applicable, the Subsidiary Guarantors, by the Trustee or to
the Partnership, or if applicable, the Subsidiary Guarantors, and the Trustee by the Holders
of at least 25% in aggregate principal amount of the Securities of that series at the time
outstanding;




            (5) the Partnership, or if any series of Securities outstanding under this Indenture is
entitled to the benefits of a Guarantee by the Subsidiary Guarantors, any of the Subsidiary
Guarantors, pursuant to or within the meaning of any Bankruptcy Law:




     (A) commences a voluntary case,




     (B) consents to the entry of an order for relief against it in an involuntary
case,




     (C) consents to the appointment of a Bankruptcy Custodian of it or for all or
substantially all of its property, or




     (D) makes a general assignment for the benefit of its creditors;




            (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that remains unstayed and in effect for 60 days and that:




     (A) is for relief against the Partnership or any Subsidiary Guarantor as debtor
in an involuntary case,




     (B) appoints a Bankruptcy Custodian of the Partnership or any Subsidiary
Guarantor or a Bankruptcy Custodian for all or substantially all of the property of
the Partnership or any Subsidiary Guarantor, or



28









 






     (C) orders the liquidation of the Partnership or any Subsidiary Guarantor;




     (7) if any series of Securities outstanding under this Indenture is entitled to
the benefits of a Guarantee by the Subsidiary Guarantors, the Guarantee of any of
the Subsidiary Guarantors ceases to be in full force and effect with respect to
Securities of that series (except as otherwise provided in this Indenture) or is
declared null and void in a judicial proceeding, or any other Subsidiary Guarantors
(if applicable) denies or disaffirms its obligations under this Indenture or such
Guarantee; or




            (8) any other Event of Default provided with respect to Securities of that series
occurs.



          The term “Bankruptcy Custodian” means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.




          The Trustee shall not be deemed to know or have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice
of any event which is in fact such a Default or Event of Default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities and this
Indenture.




          When a Default is cured, it ceases.




          Notwithstanding the foregoing provisions of this Section 6.01, if the principal of, premium
(if any) or interest on or Additional Amounts with respect to any Security is payable in a currency
or currencies (including a composite currency) other than Dollars and such currency or currencies
are not available to the Partnership or a Subsidiary Guarantor for making payment thereof due to
the imposition of exchange controls or other circumstances beyond the control of the Partnership or
such Subsidiary Guarantor (a “Conversion Event”), each of the Partnership and the Subsidiary
Guarantors will be entitled to satisfy its obligations to Holders of the Securities by making such
payment in Dollars in an amount equal to the Dollar equivalent of the amount payable in such other
currency, as determined by the Partnership or the Subsidiary Guarantor making such payment, as the
case may be, by reference to the Exchange Rate on the date of such payment, or, if such rate is not
then available, on the basis of the most recently available Exchange Rate. Notwithstanding the
foregoing provisions of this Section 6.01, any payment made under such circumstances in Dollars
where the required payment is in a currency other than Dollars will not constitute an Event of
Default under this Indenture.




          Promptly after the occurrence of a Conversion Event, the Partnership or a Subsidiary Guarantor
shall give written notice thereof to the Trustee; and the Trustee, promptly after receipt of such
notice, shall give notice thereof in the manner provided in Section 12.02 to the Holders. Promptly
after the making of any payment in Dollars as a result of a Conversion Event, the Partnership or
the Subsidiary Guarantor making such payment, as the case may be, shall give notice in the manner
provided in Section 12.02 to the Holders, setting forth the applicable Exchange Rate and describing
the calculation of such payments.




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          A Default under clause (4) or (8) of this Section 6.01 is not an Event of Default until the
Trustee notifies the Partnership and the Subsidiary Guarantors, or the Holders of at least 25% in
principal amount of the then outstanding Securities of the series affected by such Default (or, in
the case of a Default under clause (4) of this Section 6.01, if outstanding Securities of other
series are affected by such Default, then at least 25% in principal amount of the then outstanding
Securities so affected) notify the Partnership, the Subsidiary Guarantors and the Trustee, of the
Default, and the Partnership or the applicable Subsidiary Guarantor, as the case may be, fails to
cure the Default within 60 days after receipt of the notice. The notice must specify the Default,
demand that it be remedied and state that the notice is a “Notice of Default.”





			
	SECTION 6.02	 	Acceleration.





          If an Event of Default with respect to any Securities of any series at the time outstanding
(other than an Event of Default specified in clause (5) or (6) of Section 6.01) occurs and is
continuing, the Trustee by notice to the Partnership and the Subsidiary Guarantors, or the Holders
of at least 25% in principal amount of the then outstanding Securities of the series affected by
such Event of Default (or, in the case of an Event of Default described in clause (4) of Section
6.01, if outstanding Securities of other series are affected by such Event of Default, then at
least 25% in principal amount of the then outstanding Securities so affected) by notice to the
Partnership, the Subsidiary Guarantors and the Trustee, may declare the principal of (or, if any
such Securities are Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) and all accrued and unpaid interest on all then
outstanding Securities of such series or of all series, as the case may be, to be due and payable.
Upon any such declaration, the amounts due and payable on the Securities shall be due and payable
immediately. If an Event of Default specified in clause (5) or (6) of Section 6.01 hereof occurs,
such amounts shall ipso facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee or any Holder. The Holders of a majority in
principal amount of the then outstanding Securities of the series affected by such Event of Default
or all series, as the case may be, by written notice to the Trustee may rescind an acceleration and
its consequences (other than nonpayment of principal of or premium or interest on or any Additional
Amounts with respect to the Securities) if the rescission would not conflict with any judgment or
decree and if all existing Events of Default with respect to Securities of that series (or of all
series, as the case may be) have been cured or waived, except nonpayment of principal, premium,
interest or any Additional Amounts that has become due solely because of the acceleration.





			
	SECTION 6.03	 	Other Remedies.





          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal of, or premium, if any, or interest on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.




          The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.





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SECTION 6.04 Waiver of Defaults.




          Subject to Sections 6.07 and 9.02, the Holders of a majority in principal amount of the then
outstanding Securities of any series or of all series (acting as one class) by notice to
the Trustee may waive an existing or past Default or Event of Default with respect to such
series or all series, as the case may be, and its consequences (including waivers obtained in
connection with a tender offer or exchange offer for Securities of such series or all series or a
solicitation of consents in respect of Securities of such series or all series, provided that in
each case such offer or solicitation is made to all Holders of then outstanding Securities of such
series or all series (but the terms of such offer or solicitation may vary from series to series)),
except (1) a continuing Default or Event of Default in the payment of the principal of, or premium,
if any, or interest on or any Additional Amounts with respect to any Security or (2) a continued
Default in respect of a provision that under Section 9.02 cannot be amended or supplemented without
the consent of each Holder affected. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.




SECTION 6.05 Control by Majority.




          With respect to Securities of any series, the Holders of a majority in principal amount of the
then outstanding Securities of such series may direct in writing the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on it relating to or arising under an Event of Default described in clause (1), (2), (3)
or (7) of Section 6.01, and with respect to all Securities, the Holders of a majority in principal
amount of all the then outstanding Securities affected may direct in writing the time, method and
place of conducting any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it not relating to or arising under such an Event of Default. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture,
that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may
involve the Trustee in personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking
any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its
sole discretion from Holders directing the Trustee against all losses and expenses caused by taking
or not taking such action.




SECTION 6.06 Limitations on Suits.




          Subject to Section 6.07 hereof, a Holder of a Security of any series may pursue a remedy with
respect to this Indenture or the Securities of such series only if:





     (1) the Holder gives to the Trustee written notice of a continuing Event of Default
with respect to such series;




     (2) the Holders of at least 25% in principal amount of the then outstanding Securities
of such series make a written request to the Trustee to pursue the remedy;



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     (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and




     (5) during such 60-day period the Holders of a majority in principal amount of the
Securities of that series do not give the Trustee a direction inconsistent with the request.



          A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over another Holder.




SECTION 6.07 Rights of Holders to Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Security
to receive payment of principal of and premium, if any, and interest on and any Additional Amounts
with respect to the Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of the Holder.




SECTION 6.08 Collection Suit by Trustee.




          If an Event of Default specified in clause (1) or (2) of Section 6.01 hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Partnership or a Subsidiary Guarantor for the amount of principal,
premium (if any), interest and any Additional Amounts remaining unpaid on the Securities of the
series affected by the Event of Default, and interest on overdue principal and premium, if any,
and, to the extent lawful, interest on overdue interest, and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.




SECTION 6.09 Trustee May File Proofs of Claim.




          The Trustee is authorized to file such proofs of claim and other papers or documents and to
take such actions, including participating as a member, voting or otherwise, of any committee of
creditors, as may be necessary or advisable to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to the Partnership or a
Subsidiary Guarantor or their respective creditors or properties and shall be entitled and
empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any Bankruptcy Custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements


32









 







and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. To the
extent that the payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of
the estate in any such proceeding, shall be denied for any reason, payment of the same shall be
secured by a lien on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties which the Holders of the Securities may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.




SECTION 6.10 Priorities.




          If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in
the following order:




          First: to the Trustee for amounts due under Section 7.07;




          Second: to Holders for amounts due and unpaid on the Securities in respect of which or for
the benefit of which such money has been collected, for principal, premium (if any), interest and
any Additional Amounts ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal, premium (if any), interest and any
Additional Amounts, respectively; and




          Third: to the Partnership.




          The Trustee, upon prior written notice to the Partnership, may fix record dates and payment
dates for any payment to Holders pursuant to this Article VI.




          To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment
against the Partnership or a Subsidiary Guarantor in any court it is necessary to convert the sum
due in respect of the principal of, premium (if any) or interest on or Additional Amounts with
respect to the Securities of any series (the “Required Currency”) into a currency in which a
judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the Business Day in The City of New York
next preceding that on which final judgment is given. Neither the Partnership, any Subsidiary
Guarantor nor the Trustee shall be liable for any shortfall nor shall it benefit from any windfall
in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates
between the time the amount of a judgment against it is calculated as
above and the time the Trustee converts the Judgment Currency into the Required Currency to
make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall
discharge all amounts owed by the Partnership and the Subsidiary Guarantors on the claim or claims
underlying such judgment.




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SECTION 6.11 Undertaking for Costs.




          In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than
10% in principal amount of the then outstanding Securities of any series.




ARTICLE VII

TRUSTEE




SECTION 7.01 Duties of Trustee.




          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
such exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.




          (b) Except during the continuance of an Event of Default with respect to the Securities of any
series:





     (1) the Trustee need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine such certificates and opinions to determine
whether, on their face, they appear to conform to the requirements of this Indenture.



          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:





     (1) this paragraph does not limit the effect of Section 7.01(b);




     (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




     (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05.



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          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to the provisions of this Section 7.01.




          (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power
unless it receives indemnity satisfactory to it against any loss, liability or expense.




          (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Partnership and the Subsidiary Guarantors. Money held in
trust by the Trustee need not be segregated from other funds except to the extent required by law.
All money received by the Trustee shall, until applied as herein provided, be held in trust for the
payment of the principal of, premium (if any) and interest on and Additional Amounts with respect
to the Securities.




SECTION 7.02 Rights of Trustee.




          (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate any fact or matter
stated in the document.




          (b) Before the Trustee acts or refrains from acting, it may require instruction, an Officers’
Certificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such instruction, Officers’
Certificate or Opinion of Counsel. The Trustee may consult at the Partnership’s expense with
counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.




          (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.




          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers conferred upon it by this
Indenture.




          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Partnership or any Subsidiary Guarantor shall be sufficient if signed by an
Officer of Crosstex Energy GP, LLC.




          (f) The Trustee shall not be obligated to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document.




          (g) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.




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          (h) The Trustee may request that the Partnership deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.




SECTION 7.03 May Hold Securities.




          The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Partnership, any Subsidiary Guarantor or any of their
respective Affiliates with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights and duties. However, the Trustee is subject to Sections 7.10 and 7.11.




SECTION 7.04 Trustee’s Disclaimer.




          The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Partnership’s use of the proceeds from the
Securities or any money paid to the Partnership or any Subsidiary Guarantor or upon the
Partnership’s or such Subsidiary Guarantor’s direction under any provision hereof, it shall not be
responsible for the use or application of any money received by any Paying Agent other than the
Trustee and it shall not be responsible for any statement or recital herein or any statement in the
Securities other than its certificate of authentication.




SECTION 7.05 Notice of Defaults.




          If a Default or Event of Default with respect to the Securities of any series occurs and is
continuing and it is known to the Trustee, the Trustee shall mail to Holders of Securities of such
series a notice of the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the Securities of such
series, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests
of Holders of Securities of such series.




SECTION 7.06 Reports by Trustee to Holders.




          Within 60 days after each September 15 of each year after the execution of this Indenture, the
Trustee shall mail to Holders of a series, the Subsidiary Guarantors and the Partnership a brief
report dated as of such reporting date that complies with TIA § 313(a); provided, however, that if
no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting
date with respect to a series, no report need be transmitted to Holders of such series. The
Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports
if and as required by TIA §§ 313(c) and 313(d).




          A copy of each report at the time of its mailing to Holders of a series of Securities shall be
filed by the Partnership or a Subsidiary Guarantor with the SEC and each securities

36









 








exchange, if any, on which the Securities of such series are listed. The Partnership shall notify the Trustee if
and when any series of Securities is listed on any securities exchange.




SECTION 7.07 Compensation and Indemnity.




          The Partnership agrees to pay to the Trustee for its acceptance of this Indenture and services
hereunder such compensation as the Partnership and the Trustee shall from time to time agree in
writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Partnership agrees to reimburse the Trustee upon request for all reasonable
disbursements, advances and expenses incurred by it. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.




          The Partnership hereby indemnifies the Trustee and any predecessor Trustee against any and all
loss, liability, damage, claim or expense, including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee), incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Partnership and the Subsidiary Guarantors
promptly of any claim for which it may seek indemnity. The Partnership shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the
Partnership shall pay the reasonable fees and expenses of such counsel. The Partnership need not
pay for any settlement made without its consent.




          The Partnership shall not be obligated to reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through the Trustee’s negligence or bad faith.




          To secure the payment obligations of the Partnership in this Section 7.07, the Trustee shall
have a lien prior to the Securities on all money or property held or collected by the Trustee,
except that held in trust to pay principal of, premium (if any) and interest on and any
Additional Amounts with respect to Securities of any series. Such lien and the Partnership’s
obligations under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(5) or (6) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.




SECTION 7.08 Replacement of Trustee.




          A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08.




          The Trustee may resign and be discharged at any time with respect to the Securities of one or
more series by so notifying the Partnership and the Subsidiary Guarantors. The Holders of a
majority in principal amount of the then outstanding Securities of any series may remove the
Trustee with respect to the Securities of such series by so notifying the Trustee, the Partnership
and the Subsidiary Guarantors. The Partnership may remove the Trustee if:




37









 









     (1) the Trustee fails to comply with Section 7.10;




     (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




     (3) a Bankruptcy Custodian or public officer takes charge of the Trustee or its
property; or




     (4) the Trustee otherwise becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, with respect to the Securities of one or more series, the Partnership shall promptly
appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series). Within one year after the successor Trustee with
respect to the Securities of any series takes office, the Holders of a majority in principal amount
of the Securities of such series then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Partnership.




          If a successor Trustee with respect to the Securities of any series does not take office
within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed
Trustee (at the expense of the Partnership), the Partnership, any Subsidiary Guarantor or the
Holders of at least 10% in principal amount of the then outstanding Securities of such series may
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




          If the Trustee with respect to the Securities of a series fails to comply with Section 7.10,
any Holder of Securities of such series may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee with respect to the Securities of
such series.




          In case of the appointment of a successor Trustee with respect to all Securities, each such
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to
the Partnership and to the Subsidiary Guarantors. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.




          In case of the appointment of a successor Trustee with respect to the Securities of one or
more (but not all) series, the Partnership, the Subsidiary Guarantors, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more (but not all) series shall
execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept
such appointment and that (1) shall confer to each successor Trustee all the rights, powers and
duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with

38









 








respect to all Securities, shall confirm that all the rights, powers and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any
of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee. Nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee. Upon the execution and delivery of such
supplemental indenture, the resignation or removal of the retiring Trustee shall become effective
to the extent provided therein and each such successor Trustee shall have all the rights, powers
and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates. On request of the Partnership or any successor
Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such
retiring Trustee as Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the
right to deduct its unpaid fees and expenses, including attorneys’ fees.




          Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08, the
obligations of the Partnership under Section 7.07 shall continue for the benefit of the retiring
Trustee or Trustees.




SECTION 7.09 Successor Trustee by Merger, etc.




          Subject to Section 7.10, if the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee; provided, however,
that in the case of a transfer of all or substantially all of its corporate trust business to
another corporation, the transferee corporation expressly assumes all of the Trustee’s liabilities
hereunder.




          In case any Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated; and in case at that time any
of the Securities shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name of the successor to
the Trustee; and in all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the Trustee shall have.




SECTION 7.10 Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder which shall be a corporation or banking
association organized and doing business under the laws of the United States, any State thereof or
the District of Columbia and authorized under such laws to exercise corporate trust power, shall be
subject to supervision or examination by federal or state (or the District of Columbia) authority
and shall have, or be a subsidiary of a bank or bank holding company

39









 






having, a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of
condition.




          The Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1),
310(a)(2) and 310(a)(5). The Trustee is subject to and shall comply with the provisions of TIA §
310(b) during the period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the penultimate
paragraph of TIA § 310(b).




SECTION 7.11 Preferential Collection of Claims Against the Partnership or a Subsidiary Guarantor.




          The Trustee is subject to and shall comply with the provisions of TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated therein.




ARTICLE VIII

DISCHARGE OF INDENTURE




SECTION 8.01 Termination of the Partnership’s and the Subsidiary Guarantors’ Obligations.




          (a) This Indenture shall cease to be of further effect with respect to the Securities of a
series (except that the Partnership’s obligations under Section 7.07, the Trustee’s and Paying
Agent’s obligations under Section 8.03 and the rights, powers, protections and privileges accorded
the Trustee under Article VII shall survive), and the Trustee and the Subsidiary Guarantors, on
demand of the Partnership, shall execute proper instruments acknowledging the satisfaction and
discharge of this Indenture with respect to the Securities of such series, when:




          (1) either:





     (A) all outstanding Securities of such series theretofore authenticated and
issued (other than destroyed, lost or stolen Securities that have been replaced or
paid) have been delivered to the Trustee for cancellation; or




     (B) all outstanding Securities of such series not theretofore delivered to the
Trustee for cancellation:




	 	(i)	 	have become due and payable, or
	 
	 	(ii)	 	will become due and payable at
their Stated Maturity within one year, or
	 
	 	(iii)	 	are to be called for redemption
within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Partnership,




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	 	 	 	and, in the case of clause (i), (ii) or (iii) above, the Partnership or a Subsidiary
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as
funds (immediately available to the Holders in the case of clause (i)) in trust for
such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to
principal and interest at such times and in such amounts as will ensure the
availability of cash in an amount or (z) a combination thereof, which will be
sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge the entire
indebtedness on the Securities of such series for principal and interest to the date
of such deposit (in the case of Securities which have become due and payable) or for
principal, premium, if any, and interest to the Stated Maturity or Redemption Date,
as the case may be; or






     (C) the Partnership and the Subsidiary Guarantors have properly fulfilled such
other means of satisfaction and discharge as is specified, as contemplated by
Section 2.01, to be applicable to the Securities of such series;




     (2) the Partnership or a Subsidiary Guarantor has paid or caused to be paid all other
sums payable by them hereunder with respect to the Securities of such series; and




     (3) the Partnership has delivered to the Trustee an Officers’ Certificate stating that
all conditions precedent to satisfaction and discharge of this Indenture with respect to the
Securities of such series have been complied with, together with an Opinion of Counsel to
the same effect.



          (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series
as contemplated by Section 2.01, the Partnership may, at its option, terminate certain of its and
the Subsidiary Guarantors’ respective obligations under this Indenture (“covenant defeasance”) with
respect to the Securities of a series if:





     (1) the Partnership or a Subsidiary Guarantor has irrevocably deposited or caused to be
irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for and dedicated solely to the benefit
of the Holders of Securities of such series, (i) money in the currency in which payment of
the Securities of such series is to be made in an amount, or (ii) Government Obligations
with respect to such series, maturing as to principal and interest at such times and in such
amounts as will ensure the availability of money in the currency in which payment of the
Securities of such series is to be made in an amount or (iii) a combination thereof, that is
sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest
on all Securities of such series on each date that such principal, premium (if any) or
interest is due and payable and (at the Stated Maturity thereof or upon redemption as
provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that
the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds
of such Government Obligations to the payment of said



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principal, premium (if any) and
interest with respect to the Securities of such series as the same shall become due;




     (2) the Partnership has delivered to the Trustee an Officers’ Certificate stating that
all conditions precedent to satisfaction and discharge of this Indenture with respect to the
Securities of such series have been complied with, and an Opinion of Counsel to the same
effect;




     (3) no Default or Event of Default with respect to the Securities of such series shall
have occurred and be continuing on the date of such deposit;




     (4) the Partnership shall have delivered to the Trustee an Opinion of Counsel from a
nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that
the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as
a result of the Partnership’s exercise of its option under this Section 8.01(b) and will be
subject to U.S. Federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such option had not been exercised;




     (5) the Partnership and the Subsidiary Guarantors have complied with any additional
conditions specified pursuant to Section 2.01 to be applicable to the discharge of
Securities of such series pursuant to this Section 8.01; and




     (6) such deposit and discharge shall not cause the Trustee to have a conflicting
interest as defined in TIA § 310(b).



          In such event, this Indenture shall cease to be of further effect (except as set forth in this
paragraph), and the Trustee and the Subsidiary Guarantors, on demand of the Partnership, shall
execute proper instruments acknowledging satisfaction and discharge under this Indenture. However,
the Partnership’s and the Subsidiary Guarantors’ respective obligations in Sections 2.05, 2.06,
2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 11.01, the Trustee’s and Paying Agent’s
obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee
under Article VII shall survive until all Securities of such series are no longer outstanding.
Thereafter, only the Partnership’s obligations in Section 7.07 and the Trustee’s and Paying Agent’s
obligations in Section 8.03 shall survive with respect to Securities of such series.




          After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the
other conditions set forth herein, the Trustee upon request shall acknowledge in writing the
discharge of the Partnership’s and the Subsidiary Guarantors’ obligations under this Indenture with
respect to the Securities of such series except for those surviving obligations specified above.




          In order to have money available on a payment date to pay principal of or premium (if any) or
interest on the Securities, the Government Obligations shall be payable as to principal or interest
on or before such payment date in such amounts as will provide the necessary money. Government
Obligations shall not be callable at the issuer’s option.




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          (c) If the Partnership and the Guarantor have previously complied or are concurrently
complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section
2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a
series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of
such series as contemplated by Section 2.01, the Partnership may elect that its and the Guarantor’s
respective obligations to make payments with respect to Securities of such series be discharged
(“legal defeasance”), if:





     (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof
shall have occurred at any time during the period ending on the 91st day after the date of
deposit contemplated by Section 8.01(b) (it being understood that this condition shall not
be deemed satisfied until the expiration of such period);




     (2) unless otherwise specified with respect to Securities of such series as
contemplated by Section 2.01, the Partnership has delivered to the Trustee an Opinion of
Counsel from a nationally recognized counsel acceptable to the Trustee to the effect
referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is
based on (i) a private ruling of the Internal Revenue Service addressed to the Partnership,
(ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of
transaction or (iii) a change in the applicable federal income tax law (including
regulations) after the date of this Indenture;




     (3) the Partnership and the Subsidiary Guarantors have complied with any other
conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of
Securities of such series pursuant to this Section 8.01(c); and




     (4) the Partnership has delivered to the Trustee a Partnership Request requesting such
legal defeasance of the Securities of such series and an Officers’ Certificate stating that
all conditions precedent with respect to such legal defeasance of the Securities of such
series have been complied with, together with an Opinion of Counsel to the same effect.



          In such event, the Partnership and the Subsidiary Guarantors will be discharged from their
respective obligations under this Indenture and the Securities of such series to pay principal of,
premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such
series, the Partnership’s and the Subsidiary Guarantors’ respective obligations under Sections
4.01, 4.02 and 11.01 shall terminate with respect to such Securities, and the entire indebtedness
of the Partnership evidenced by such Securities and of the Subsidiary Guarantors evidenced by the
related Guarantee shall be deemed paid and discharged.




          (d) If and to the extent additional or alternative means of satisfaction, discharge or
defeasance of Securities of a series are specified to be applicable to such series as contemplated
by Section 2.01, each of the Partnership and the Subsidiary Guarantors may terminate any or all of
its obligations under this Indenture with respect to Securities of a series and any or all of its
obligations under the Securities of such series if it fulfills such other means of satisfaction and
discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the
Securities of such series.




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          (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section
8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption
provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of
the applicable trust arrangement shall provide for such redemption, and the Partnership shall make
such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Partnership.




SECTION 8.02 Application of Trust Money.




          The Trustee or a trustee satisfactory to the Trustee and the Partnership shall hold in trust
money or Government Obligations deposited with it pursuant to Section 8.01 hereof. It shall apply
the deposited money and the money from Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series with respect to which the
deposit was made.




SECTION 8.03 Repayment to Partnership or Subsidiary Guarantor.




          The Trustee and the Paying Agent shall promptly pay to the Partnership or any Subsidiary
Guarantor any excess money or Government Obligations (or proceeds therefrom) held by them at any
time upon the written request of the Partnership.




          Subject to the requirements of any applicable abandoned property laws, the Trustee and the
Paying Agent shall pay to the Partnership upon written request any money held by them for the
payment of principal, premium (if any), interest or any Additional Amounts that remain unclaimed
for two years after the date upon which such payment shall have become due. After payment to the
Partnership, Holders entitled to the money must look to the Partnership for payment as general
creditors unless an applicable abandoned property law designates another Person, and all liability
of the Trustee and the Paying Agent with respect to such money shall cease.




SECTION 8.04 Reinstatement.




          If the Trustee or the Paying Agent is unable to apply any money or Government Obligations
deposited with respect to Securities of any series in accordance with Section 8.01 by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the obligations of the
Partnership and the Subsidiary Guarantors under this Indenture with respect to the Securities of
such series and under the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01 until such time as the Trustee or the Paying Agent is
permitted to apply all such money or Government Obligations in accordance with Section 8.01;
provided, however, that if the Partnership or any Subsidiary Guarantor has made any payment of
principal of, premium (if any) or interest on or any Additional Amounts with respect to any
Securities because of the reinstatement of its obligations, the Partnership or such Subsidiary
Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money or Government Obligations held by the Trustee or the Paying
Agent.




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ARTICLE IX

SUPPLEMENTAL INDENTURES AND AMENDMENTS




SECTION 9.01 Without Consent of Holders.




          The Partnership, the Subsidiary Guarantors and the Trustee may amend or supplement this
Indenture or the Securities or waive any provision hereof or thereof without the consent of any
Holder:





     (1) to cure any ambiguity, omission, defect or inconsistency;




     (2) to comply with Section 5.01;




     (3) to provide for uncertificated Securities in addition to or in place of certificated
Securities, or to provide for the issuance of bearer Securities (with or without coupons);




     (4) to provide any security for, or to add any guarantees of or additional obligors on,
any series of Securities or the related Guarantee;




     (5) to comply with any requirement in order to effect or maintain the qualification of
this Indenture under the TIA;




     (6) to add to the covenants of the Partnership or any Subsidiary Guarantor for the
benefit of the Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such covenants are
expressly being included solely for the benefit of such series), or to surrender any right
or power herein conferred upon the Partnership or any Subsidiary Guarantor;




     (7) to add any additional Events of Default with respect to all or any series of the
Securities (and, if any Event of Default is applicable to less than all series of
Securities, specifying the series to which such Event of Default is applicable);




     (8) to change or eliminate any of the provisions of this Indenture; provided that any
such change or elimination shall become effective only when there is no outstanding Security
of any series created prior to the execution of such amendment or supplemental indenture
that is adversely affected in any material respect by such change in or elimination of such
provision;




     (9) to establish the form or terms of Securities of any series as permitted by Section
2.01;




     (10) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Section 8.01; provided, however, that any such action shall not adversely affect
the interest of the Holders of Securities of such series or any other series of Securities
in any material respect; or



45









 






     (11) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 7.08.



          Upon the request of the Partnership, accompanied by a Board Resolution, and upon receipt by
the Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06,
join with the Partnership and the Subsidiary Guarantors in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture and make any further appropriate
agreements and stipulations that may be therein contained.




SECTION 9.02 With Consent of Holders.




          Except as provided below in this Section 9.02, the Partnership, the Subsidiary Guarantors and
the Trustee may amend or supplement this Indenture with the written consent (including consents
obtained in connection with a tender offer or exchange offer for Securities of any one or more
series or all series or a solicitation of consents in respect of Securities of any one or more
series or all series, provided that in each case such offer or solicitation is made to all Holders
of then outstanding Securities of each such series (but the terms of such offer or solicitation may
vary from series to series)) of the Holders of at least a majority in principal amount of the then
outstanding Securities of all series affected by such amendment or supplement (acting as one
class).




          Upon the request of the Partnership, accompanied by a Board Resolution, and upon the filing
with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06,
join with the Partnership and the Subsidiary Guarantors in the execution of such amendment or
supplemental indenture.




          It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.




          The Holders of a majority in principal amount of the then outstanding Securities of one or
more series or of all series may waive compliance in a particular instance by the Partnership or
any Subsidiary Guarantor with any provision of this Indenture with respect to Securities of such
series (including waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or a solicitation of consents in respect of Securities of such series,
provided that in each case such offer or solicitation is made to all Holders of then outstanding
Securities of such series (but the terms of such offer or solicitation may vary from series to
series)).




          However, without the consent of each Holder affected, an amendment, supplement or waiver under
this Section 9.02 may not:





     (1) reduce the amount of Securities whose Holders must consent to an amendment,
supplement or waiver;



46









 






     (2) reduce the rate of or change the time for payment of interest, including default
interest, on any Security;




     (3) reduce the principal of, any premium on or any mandatory sinking fund payment with
respect to, or change the Stated Maturity of, any Security or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02;




     (4) reduce the premium, if any, payable upon the redemption of any Security or change
the time at which any Security may or shall be redeemed;




     (5) change any obligation of the Partnership or any Subsidiary Guarantor to pay
Additional Amounts with respect to any Security;




     (6) change the coin or currency or currencies (including composite currencies) in which
any Security or any premium, interest or Additional Amounts with respect thereto are
payable;




     (7) impair the right to institute suit for the enforcement of any payment of principal
of, premium (if any) or interest on or any Additional Amounts with respect to any Security
pursuant to Sections 6.07 and 6.08, except as limited by Section 6.06;




     (8) make any change in the percentage of principal amount of Securities necessary to
waive compliance with certain provisions of this Indenture pursuant to Section 6.04 or 6.07
or make any change in this sentence of Section 9.02;




     (9) modify the provisions of this Indenture with respect to the subordination of any
Security and any related Guarantee in a manner adverse to the Holder thereof;




     (10) waive a continuing Default or Event of Default in the payment of principal of,
premium (if any) or interest on or Additional Amounts with respect to the Securities; or




     (11) except as provided in Section 11.04, release any Subsidiary Guarantor or modify
the Guarantee in any manner adverse to the Holders.



          An amendment under this Section 9.02 may not make any change that adversely affects the rights
under Article X of any holder of an issue of Senior Indebtedness unless the holders of the issue
pursuant to its terms consent to the change.




          A supplemental indenture that changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.




47









 








          The right of any Holder to participate in any consent required or sought pursuant to any
provision of this Indenture (and the obligation of the Partnership or any Subsidiary Guarantor to
obtain any such consent otherwise required from such Holder) may be subject to the requirement that
such Holder shall have been the Holder of record of any Securities with respect to which such
consent is required or sought as of a date identified by the Partnership or such Subsidiary
Guarantor in a notice furnished to Holders in accordance with the terms of this Indenture.




          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Partnership shall mail to the Holders of each Security affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the Partnership to
mail such notice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such amendment, supplement or waiver.




SECTION 9.03 Compliance with Trust Indenture Act.




          Every amendment or supplement to this Indenture or the Securities shall comply in form and
substance with the TIA as then in effect.




SECTION 9.04 Revocation and Effect of Consents.




          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder’s Security, even if notation of the consent
is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent
as to his or her Security or portion of a Security if the Trustee receives written notice of
revocation before a date and time therefor identified by the Partnership or any Subsidiary
Guarantor in a notice furnished to such Holder in accordance with the terms of this Indenture or,
if no such date and time shall be identified, the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.




          The Partnership or any Subsidiary Guarantor may, but shall not be obligated to, fix a record
date (which need not comply with TIA § 316(c)) for the purpose of determining the Holders entitled
to consent to any amendment, supplement or waiver or to take any other action under this Indenture.
If a record date is fixed, then notwithstanding the provisions of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such amendment, supplement or waiver or to
revoke any consent previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after such record date
unless consents from Holders of the principal amount of Securities required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked within such 90-day
period.




          After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless
it is of the type described in any of clauses (1) through (9) of Section 9.02 hereof. 


48









 






In such case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every
subsequent Holder that evidences the same debt as the consenting Holder’s Security.




SECTION 9.05 Notation on or Exchange of Securities.




          If an amendment or supplement changes the terms of an outstanding Security, the Partnership
may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security at the request of the Partnership regarding the changed terms
and return it to the Holder. Alternatively, if the Partnership so determines, the Partnership in
exchange for the Security shall issue, and the Subsidiary Guarantors shall execute and the Trustee
shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such amendment or supplement.




          Securities of any series authenticated and delivered after the execution of any amendment or
supplement may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such amendment or supplement.




SECTION 9.06 Trustee to Sign Amendments, etc.




          The Trustee shall sign any amendment or supplement authorized pursuant to this Article if the
amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of
the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign
such amendment or supplement, the Trustee shall be entitled to receive, and, subject to Section
7.01 hereof, shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of
Counsel provided at the expense of the Partnership or a Subsidiary Guarantor as conclusive evidence
that such amendment or supplement is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the Partnership and the
Subsidiary Guarantors in accordance with its terms.




ARTICLE X

SUBORDINATION OF SECURITIES AND GUARANTEE




SECTION 10.01 Applicability of Article; Agreement To Subordinate.




          The provisions of this Article X shall only be applicable to the Securities of any series
(Securities of such series referred to in this Article X as “Subordinated Securities”) designated,
pursuant to Section 2.01, as subordinated to Senior Indebtedness and any related Guarantee of such
Subordinated Securities. Each Holder by accepting a Subordinated Security agrees that the Debt
evidenced by such Subordinated Security and any related Guarantee of such Subordinated Security is
subordinated in right of payment, to the extent and in the manner provided in this Article X, to
the prior payment of all Senior Indebtedness and that the subordination is for the benefit of and
enforceable by the holders of Senior Indebtedness. All provisions of this Article X shall be
subject to Section 10.12.




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SECTION 10.02 Liquidation, Dissolution, Bankruptcy.




          Upon any payment or distribution of the assets of the Partnership or the Subsidiary
Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the
Partnership or the Subsidiary Guarantors, as the case may be, or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the Partnership or the
Subsidiary Guarantors, as the case may be, or their respective property:




          (a) holders of Senior Indebtedness of the Partnership or any Subsidiary Guarantor, as the case
may be, shall be entitled to receive payment in full in cash of such Senior Indebtedness of such
Person (including interest (if any), accruing on or after the commencement of a proceeding in
bankruptcy, whether or not allowed as a claim against the Partnership or the Subsidiary Guarantors,
as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and
the Guarantee shall be entitled to receive any payment of principal of, or premium, if any, or
interest on, the Subordinated Securities from the Partnership, or any payment in respect of any
Guarantee from the Subsidiary Guarantors; and




          (b) until the Senior Indebtedness of the Partnership or any Subsidiary Guarantor, as the case
may be, is paid in full, any distribution to which Holders of Subordinated Securities and any
related Guarantee would be entitled but for this Article X shall be made to holders of Senior
Indebtedness of the Partnership or the Subsidiary Guarantors, as the case may be, as their
interests may appear, except that such Holders may receive capital stock and any debt securities
that are subordinated to Senior Indebtedness of the Partnership or the Subsidiary Guarantors, as
the case may be, to at least the same extent as the Subordinated Securities of the Partnership or
the related Guarantee of any Subsidiary Guarantor, respectively.




SECTION 10.03 Default on Senior Indebtedness.




          The Partnership and the Subsidiary Guarantors may not pay the principal of, or premium, if
any, or interest on, the Subordinated Securities or any related Guarantee or make any deposit
pursuant to Article VIII and may not repurchase, redeem or otherwise retire (except, in the case of
Subordinated Securities that provide for a mandatory sinking fund pursuant to Section 3.11, by the
delivery of Subordinated Securities by the Partnership to the Trustee pursuant to the first
paragraph of Section 3.11) any Subordinated Securities (collectively, “pay the Subordinated
Securities”) if any principal, premium or interest in respect of Senior Indebtedness of such Person
is not paid within any applicable grace period (including at maturity) or any other default on
Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, the default has been cured or
waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in
full in cash; provided, however, that the Partnership and the Subsidiary Guarantors may make
payments on the Subordinated Securities or any related Guarantee without regard to the foregoing if
the Partnership and the Trustee receive written notice approving such payment from the
Representative of each issue of Designated Senior Indebtedness. During the continuance of any other
default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof
may be accelerated immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods, the Partnership and
the Subsidiary Guarantors may not make payments on the Subordinated

50









 








Securities or any related
Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Partnership
and the Trustee (and if such Designated Senior Indebtedness
is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default
from the Representative of any Designated Senior Indebtedness specifying an election to effect a
Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such
Payment Blockage Period is terminated by written notice to the Trustee and the Partnership (and if
such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor)
from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such
Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no
longer continuing). Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in Section 10.02 and the first sentence of this Section
10.03), unless the holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Partnership
and the Subsidiary Guarantors may resume payments on the Subordinated Securities and related
Guarantees after such Payment Blockage Period. Not more than one Blockage Notice may be given in
any consecutive 360-day period, irrespective of the number of defaults with respect to any number
of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant
to Section 2.01 for the Subordinated Securities of a series; provided, however, that in no event
may the total number of days during which any Payment Blockage Period or Periods is in effect
exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this
Section 10.03, no default or event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness
initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a
subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such default or event of default
shall have been cured or waived for a period of not less than 90 consecutive days.




SECTION 10.04 Acceleration of Payment of Securities.




          If payment of the Subordinated Securities is accelerated because of an Event of Default, the
Partnership shall promptly notify the holders of the Designated Senior Indebtedness (or their
Representatives) of the acceleration.




SECTION 10.05 When Distribution Must Be Paid Over.




          If a distribution is made to Holders of Subordinated Securities or a related Guarantee that
because of this Article X should not have been made to them, the Holders who receive such
distribution shall hold it in trust for holders of Senior Indebtedness and pay it over to them as
their interests may appear.




SECTION 10.06 Subrogation.




          After all Senior Indebtedness is paid in full and until the Subordinated Securities are paid
in full, Holders thereof shall be subrogated to the rights of holders of Senior Indebtedness to
receive distributions applicable to Senior Indebtedness. A distribution made under this Article X
to holders of Senior Indebtedness which otherwise would have been made to

51









 








Holders of Subordinated
Securities is not, as between the Partnership or the Subsidiary Guarantors, as the case may be, and
such Holders, a payment by the Partnership or the Subsidiary Guarantors, as the case may be, on
Senior Indebtedness.




SECTION 10.07 Relative Rights.




          This Article X defines the relative rights of Holders of Subordinated Securities and holders
of Senior Indebtedness. Nothing in this Indenture shall:




          (a) impair, as between the Partnership or the Subsidiary Guarantors, as the case may be, and
Holders of either Subordinated Securities or Securities, the obligation of the Partnership or the
Subsidiary Guarantors, as the case may be, which is absolute and unconditional, to pay principal
of, and premium, if any, and interest on, the Subordinated Securities and the Securities in
accordance with their terms; or




          (b) prevent the Trustee or any Holder of either Subordinated Securities or Securities from
exercising its available remedies upon an Event of Default, subject to the rights of holders of
Senior Indebtedness to receive distributions otherwise payable to Holders of Subordinated
Securities.




SECTION 10.08 Subordination May Not Be Impaired by Partnership.




          No right of any holder of Senior Indebtedness to enforce the subordination of the Debt
evidenced by the Subordinated Securities and the Guarantee in respect thereof shall be impaired by
any act or failure to act by the Partnership or the Subsidiary Guarantors or by its failure to
comply with this Indenture.




SECTION 10.09 Rights of Trustee and Paying Agent.




          Notwithstanding Sections 10.02 and 10.03, the Trustee or any paying agent may continue to make
payments on Subordinated Securities and shall not be charged with knowledge of the existence of
facts that would prohibit the making of any such payments unless, not less than two Business Days
prior to the date of such payment, a responsible officer of the Trustee receives notice
satisfactory to it that payments may not be made under this Article X. The Partnership, the
Registrar, any paying agent, a Representative or a holder of Senior Indebtedness may give the
notice; provided, however, that, if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice on behalf of the Holders of the Senior Indebtedness of that
issue.




          The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not Trustee. The Registrar and any paying agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in this Article X with
respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article X shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.




52









 








SECTION 10.10 Distribution or Notice to Representative.




          Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the
distribution may be made and the notice given to their Representative (if any).




SECTION 10.11 Article X Not to Prevent Defaults or Limit Right to Accelerate.




          The failure to make a payment pursuant to the Subordinated Securities, whether directly or
pursuant to the Guarantee, by reason of any provision in this Article X shall not be construed as
preventing the occurrence of a Default. Nothing in this Article X shall have any effect on the
right of the Holders or the Trustee to accelerate the maturity of either the Subordinated
Securities or the Securities, as the case may be.




SECTION 10.12 Trust Moneys Not Subordinated.




          Notwithstanding anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article VIII by the Trustee for the payment of
principal of, and premium, if any, and interest on, the Subordinated Securities or the Securities
shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the
restrictions set forth in this Article X, and none of the Holders thereof shall be obligated to pay
over any such amount to the Partnership, the Subsidiary Guarantors or any holder of Senior
Indebtedness of the Partnership or the Subsidiary Guarantors or any other creditor of the
Partnership or the Subsidiary Guarantors.




SECTION 10.13 Trustee Entitled to Rely.




          Upon any payment or distribution pursuant to this Article X, the Trustee and the Holders shall
be entitled to rely upon any order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 10.02 are pending, upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution to the Trustee or
to such Holders or upon the Representatives for the holders of Senior Indebtedness for the purpose
of ascertaining the Persons entitled to participate in such payment or distribution, the
holders of the Senior Indebtedness and other Debt of the Partnership or the Subsidiary
Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article X. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution pursuant to this
Article X, the Trustee may request such Person to furnish evidence to the reasonable satisfaction
of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and other facts pertinent to
the rights of such Person under this Article X, and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article X.




53









 








SECTION 10.14 Trustee to Effectuate Subordination.




          Each Holder by accepting a Subordinated Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Holders of Subordinated Securities and the holders of Senior Indebtedness
as provided in this Article X and appoints the Trustee as attorney-in-fact for any and all such
purposes.




SECTION 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness.




          The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or
distribute to Holders of Subordinated Securities or the Partnership or the Subsidiary Guarantors or
any other Person, money or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article X or otherwise.




SECTION 10.16 Reliance by Holders of Senior Indebtedness on Subordination Provisions.



Each Holder by accepting a Subordinated Security acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a consideration to each
holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before
or after the issuance of the Subordinated Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing to hold,
or in continuing to hold, such Senior Indebtedness.




ARTICLE XI

GUARANTEE




SECTION 11.01 Guarantee.




          (a) Notwithstanding any provision of this Article XI to the contrary, the provisions of this
Article XI relating to the Subsidiary Guarantors shall be applicable only to, and inure solely to
the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to
the benefits of the Guarantee of each of the Subsidiary Guarantors.




          (b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and
absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee the due and punctual
payment of the principal of, and premium, if any, and interest on the Securities and all other
amounts due and payable under this Indenture and the Securities by the Partnership, when and as
such principal, premium, if any, and interest shall become due and payable, whether at the stated
maturity or by declaration of acceleration, call for redemption or otherwise, according to the
terms of the Securities and this Indenture, subject to the limitations set forth in Section 11.03,
and in the case of the Guarantee of the Subordinated Securities, to the subordination provisions
contained in Article X.




          (c) Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever
reason, each of the Subsidiary Guarantors will be jointly and severally



54









 








obligated to pay the same
immediately, subject, in the case of the Guarantee of the Subordinated Securities, to the
subordination provisions contained in Article X. The Guarantee hereunder (other than the Guarantee
of Subordinated Securities) is intended to be a general, unsecured, senior obligation of each of
the Subsidiary Guarantors and will rank pari passu in right of payment with all Debt of such
Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the
Guarantee. Each of the Subsidiary Guarantors hereby agrees that its obligations hereunder shall be
full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the
Securities, the Guarantee (including the Guarantee of any Subsidiary Guarantor) or this Indenture,
the absence of any action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, the recovery of any judgment against
the Partnership or any Subsidiary Guarantor, or any action to enforce the same or any other
circumstances which might otherwise constitute a legal or equitable discharge or defense of the
Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a
default in payment of the principal of, or premium, if any, or interest on the Securities, whether
at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal
proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06,
by the Holders, on the terms and conditions set forth in this Indenture, directly against such
Subsidiary Guarantor to enforce such Subsidiary Guarantee without first proceeding against the
Partnership or any other Subsidiary Guarantor.




          (d) The obligations of each of the Subsidiary Guarantors under this Article XI shall be as
aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited
by any occurrence or condition whatsoever, including, without limitation, (i)
any compromise, settlement, release, waiver, renewal, extension, indulgence or modification
of, or any change in, any of the obligations and liabilities of the Partnership or any of the
Subsidiary Guarantors contained in the Securities or this Indenture, (ii) any impairment,
modification, release or limitation of the liability of the Partnership, any of the Subsidiary
Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof,
resulting from the operation of any present or future provision of any applicable Bankruptcy Law,
as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by
the Partnership, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under
the Securities or this Indenture or their delay in or failure to assert or exercise any such rights
or remedies, (iv) the assignment or the purported assignment of any property as security for the
Securities, including all or any part of the rights of the Partnership or any of the Subsidiary
Guarantors under this Indenture, (v) the extension of the time for payment by the Partnership or
any of the Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable
under any of the terms and provisions of the Securities or this Indenture or of the time for
performance by the Partnership or any of the Subsidiary Guarantors of any other obligations under
or arising out of any such terms and provisions or the extension or the renewal of any thereof,
(vi) the modification or amendment (whether material or otherwise) of any duty, agreement or
obligation of the Partnership or any of the Subsidiary Guarantors set forth in this Indenture,
(vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting, the Partnership or any of the Subsidiary
Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee
or this Indenture in any such proceeding, (viii) the release or discharge of the Partnership or any
of the

55









 








Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or
condition contained in any of such instruments by operation of law, (ix) the unenforceability of
the Securities, the Guarantee or this Indenture or (x) any other circumstances (other than payment
in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise
constitute a legal or equitable discharge of a surety or guarantor.




          (e) Each of the Subsidiary Guarantors hereby (i) waives diligence, presentment, demand of
payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the
Partnership or any of the Subsidiary Guarantors, and all demands whatsoever, (ii) acknowledges that
any agreement, instrument or document evidencing the Guarantee may be transferred and that the
benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or
document evidencing the Guarantee without notice to it and (iii) covenants that the Guarantee will
not be discharged except by complete performance of the Guarantee. Each of the Subsidiary
Guarantors further agrees that if at any time all or any part of any payment theretofore applied by
any Person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever,
including without limitation, the insolvency, bankruptcy or reorganization of the Partnership or
any of the Subsidiary Guarantors, the Guarantee shall, to the extent that such payment is or must
be rescinded or returned, be deemed to have continued in existence notwithstanding such
application, and the Guarantee shall continue to be effective or be reinstated, as the case may be,
as though such application had not been made.




          (f) Each of the Subsidiary Guarantors shall be subrogated to all rights of the Holders and the
Trustee against the Partnership in respect of any amounts paid by such Subsidiary Guarantor
pursuant to the provisions of this Indenture, provided, however, that such Subsidiary Guarantor,
shall not be entitled to enforce or to receive any payments arising out of, or based upon, such
right of subrogation until all of the Securities and the Guarantee shall have been paid in full or
discharged.




SECTION 11.02 Execution and Delivery of Guarantee.




          To further evidence the Guarantee set forth in Section 11.01, each of the Subsidiary
Guarantors hereby agrees that a notation relating to such Guarantee, substantially in the form
attached hereto as Annex A, shall be endorsed on each Security entitled to the benefits of the
Guarantee authenticated and delivered by the Trustee and executed by either manual or facsimile
signature of an Officer of Crosstex Energy GP, LLC. Each of the Subsidiary Guarantors hereby
agrees that the Guarantee set forth in Section 11.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation relating to the Guarantee. If
any Officer of Crosstex Energy GP, LLC, whose signature is on this Indenture or a Security no
longer holds that office at the time the Trustee authenticates such Security or at any time
thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any
Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery
of the Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.




          The Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein
set forth.




56









 








SECTION 11.03 Limitation on Liability of the Subsidiary Guarantors.




          Each Subsidiary Guarantor and by its acceptance hereof each Holder of a Security entitled to
the benefits of the Guarantee hereby confirm that it is the intention of all such parties that the
guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent
transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing
intention, the Holders of a Security entitled to the benefits of the Guarantee and the Subsidiary
Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its
Guarantee shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor and to any collections from or
payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of
such other Subsidiary Guarantor under its Guarantee, result in the obligations of such Subsidiary
Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law.




SECTION 11.04 Release of Subsidiary Guarantors from Guarantee.




          (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary
Guarantor may be released upon the terms and subject to the conditions set forth in this Section
11.04. Provided that no Default shall have occurred and shall be continuing under this Indenture,
any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XI shall be
unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer,
whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership,
of all of the Partnership’s direct or indirect equity interests in such Subsidiary Guarantor
(provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of
such Subsidiary Guarantor into the Partnership or any other Subsidiary Guarantor or the liquidation
and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this
Indenture) or (ii) following delivery of a written notice of such release or discharge by the
Partnership, the Trustee, upon the release or discharge of all guarantees by such Subsidiary
Guarantor of any Debt of the Partnership other than obligations arising under this Indenture and
any Securities issued hereunder, except a discharge or release by or as a result of payment under
such guarantees.




          (b) The Trustee shall deliver an appropriate instrument evidencing any release of a Subsidiary
Guarantor from the Guarantee upon receipt of a written request of the Partnership accompanied by an
Officers’ Certificate and an Opinion of Counsel that the Subsidiary Guarantor is entitled to such
release in accordance with the provisions of this Indenture. If the Subsidiary Guarantor is not so
released it shall remain liable for the full amount of principal of (and premium, if any, on) and
interest on the Securities entitled to the benefits of such Guarantee as provided in this
Indenture, subject to the limitations of Section 11.03.




SECTION 11.05 Contribution.




          In order to provide for just and equitable contribution among the Subsidiary Guarantors, the
Subsidiary Guarantors hereby agree, inter se, that in the event any payment or distribution is made
by any Subsidiary Guarantor (a “Funding Guarantor”) under its Guarantee, such Funding Guarantor
shall be entitled to a contribution from each other Subsidiary Guarantor








57









 






(as applicable) in a pro
rata amount based on the net assets of each Subsidiary Guarantor (including the Funding Guarantor)
for all payments, damages and expenses incurred by that Funding Guarantor in discharging the
Partnership’s obligations with respect to the Securities or any other Subsidiary Guarantor’s
obligations with respect to its Guarantee.




ARTICLE XII

MISCELLANEOUS




SECTION 12.01 Trust Indenture Act Controls.




          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
operation of TIA § 318(c), the imposed duties shall control.




SECTION 12.02 Notices.




          Any notice or communication by the Partnership, any Subsidiary Guarantor or the Trustee to the
others is duly given if in writing and delivered in person or mailed by first-class mail
(registered or certified, return receipt requested), telex, facsimile or overnight air courier
guaranteeing next day delivery, to the other’s address:




           If to the Partnership or the Subsidiary Guarantors:



Crosstex Energy, L.P.

2501 Cedar Springs

Suite 600

Dallas, Texas 75201

Attn: William W. Davis

Telephone: (214) 953-9500

Facsimile:




           If to the Trustee:



Attn:

Telephone:

Facsimile:




          The Partnership, any Subsidiary Guarantor or the Trustee by notice to the others may designate
additional or different addresses for subsequent notices or communications.




          All notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if by facsimile; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.




          Any notice or communication to a Holder shall be mailed by first-class mail, postage prepaid,
to the Holder’s address shown on the register kept by the Registrar. Failure to


58









 







mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.




          If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it, except in the case of
notice to the Trustee, it is duly given only when received.




          If the Partnership or a Subsidiary Guarantor mails a notice or communication to Holders, it
shall mail a copy to the others and to the Trustee and each Agent at the same time.




          All notices or communications, including without limitation notices to the Trustee, the
Partnership or a Subsidiary Guarantor by Holders, shall be in writing, except as otherwise set
forth herein.




          In case by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail any notice required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.




SECTION 12.03 Communication by Holders with Other Holders.




          Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Securities. The Partnership, the Subsidiary Guarantors, the
Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).




SECTION 12.04 Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Partnership or a Subsidiary Guarantor to the Trustee to
take any action under this Indenture, the Partnership or such Subsidiary Guarantor, as the case may
be, shall, if requested by the Trustee, furnish to the Trustee at the expense of the Partnership or
such Subsidiary Guarantor, as the case may be:





     (1) an Officers’ Certificate (which shall include the statements set forth in Section
12.05) stating that, in the opinion of the signers, all conditions precedent and covenants,
if any, provided for in this Indenture relating to the proposed action have been complied
with; and




     (2) an Opinion of Counsel (which shall include the statements set forth in Section
12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent
and covenants have been complied with.



59









 





SECTION 12.05 Statements Required in Certificate or Opinion.




          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:





     (1) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and




     (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.



SECTION 12.06 Rules by Trustee and Agents.




          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or the Paying Agent may make reasonable rules and set reasonable requirements for its functions.




SECTION 12.07 Legal Holidays.




          If a payment date is a Legal Holiday at a Place of Payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.




SECTION 12.08 No Recourse Against Others.




          A director, officer, employee, stockholder, partner or other owner of the Partnership, a
Subsidiary Guarantor or the Trustee, as such, shall not have any liability for any obligations of
the Partnership under the Securities, for any obligations of any Subsidiary Guarantor under the
Guarantee, or for any obligations of the Partnership, any Subsidiary Guarantor or the Trustee under
this Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such liability. The waiver
and release shall be part of the consideration for the issue of Securities.




SECTION 12.09 Governing Law.




          THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE

60









 








PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.




SECTION 12.10 No Adverse Interpretation of Other Agreements.




          This Indenture may not be used to interpret another indenture, loan or debt agreement of the
Partnership, any Subsidiary Guarantor or any Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.




SECTION 12.11 Successors.




          All agreements of the Partnership and the Subsidiary Guarantors in this Indenture and the
Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.




SECTION 12.12 Severability.




          In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the
fullest extent permitted by applicable law, not in any way be affected or impaired thereby.




SECTION 12.13 Counterpart Originals.




          The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.




SECTION 12.14 Table of Contents, Headings, etc.




          The table of contents, cross-reference table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions hereof.





61










 







     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as
of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX ENERGY, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy GP, L.P.,
	 	 	 	 	its General Partner
	 
	 	 	 	 	By:	 	Crosstex Energy GP, LLC,
	 	 	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	William W. Davis
	 

	 	 	 	 	 	Title:
	 	Executive Vice President and Chief
Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX ENERGY SERVICES, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Operating GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX OPERATING GP, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX ENERGY SERVICES GP, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 





S-1









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX PIPELINE, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX PROCESSING SERVICES, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX PELICAN, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX LIG, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX TUSCALOOSA, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 





S-2









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX LIG LIQUIDS, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX PIPELINE PARTNERS, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Pipeline, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SABINE PASS PLANT FACILITY JOINT VENTURE
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Processing Services, LLC,
	 	 	 	 	its General Partner
	 	 	By:	 	Crosstex Pelican, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX TREATING SERVICES, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





S-3









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX GULF COAST MARKETING LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX GULF COAST TRANSMISSION LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX CCNG GATHERING, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX CCNG PROCESSING, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





S-4









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX CCNG TRANSMISSION, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX ACQUISITION MANAGEMENT, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX MISSISSIPPI PIPELINE, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX SEMINOLE GAS, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





S-5









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX ALABAMA GATHERING SYSTEM, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX MISSISSIPPI INDUSTRIAL GAS SALES, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX NORTH TEXAS PIPELINE, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX NORTH TEXAS GATHERING, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





S-6









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX NGL MARKETING, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX NGL PIPELINE, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[                                        ], as Trustee
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 






S-7









 








ANNEX A




NOTATION OF GUARANTEE




     Each of the Subsidiary Guarantors (which term includes any successor Person under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, the due and punctual payment of the
principal of, and premium, if any, and interest on the Securities and all other amounts due and
payable under the Indenture and the Securities by the Partnership.



     The obligations of the Subsidiary Guarantors to the Holders of Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Articles X and XI of the
Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.



	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX ENERGY SERVICES, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Operating GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX OPERATING GP, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX ENERGY SERVICES GP, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX PIPELINE, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 





A-1









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX PROCESSING SERVICES, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX PELICAN, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX LIG, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX TUSCALOOSA, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 





A-2









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX LIG LIQUIDS, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX PIPELINE PARTNERS, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Pipeline, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SABINE PASS PLANT FACILITY JOINT VENTURE
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Processing Services, LLC,
	 	 	 	 	its General Partner
	 	 	By:	 	Crosstex Pelican, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX TREATING SERVICES, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





A-3









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX GULF COAST MARKETING LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX GULF COAST TRANSMISSION LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX CCNG GATHERING, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX CCNG PROCESSING, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





A-4









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX CCNG TRANSMISSION, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX ACQUISITION MANAGEMENT, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX MISSISSIPPI PIPELINE, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX SEMINOLE GAS, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





A-5









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX ALABAMA GATHERING SYSTEM, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX MISSISSIPPI INDUSTRIAL GAS SALES, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX NORTH TEXAS PIPELINE, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX NORTH TEXAS GATHERING, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





A-6









 






	 	 	 	 	 	 	 	 	 
	 	 	CROSSTEX NGL MARKETING, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSSTEX NGL PIPELINE, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Crosstex Energy Services GP, LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 






A-7