exv4w1



 






Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT



by and among




CROSSTEX ENERGY, L.P.



and




THE PURCHASERS PARTY HERETO



 









 








Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	
ARTICLE I

DEFINITIONS
	 
	 	 	 	 	 	 
	Section 1.1
	 	Definitions	 	 	1	 
	Section 1.2
	 	Registrable Securities	 	 	3	 
	
ARTICLE II

REGISTRATION RIGHTS
	 
	 	 	 	 	 	 
	Section 2.1
	 	Shelf Registration	 	 	3	 
	Section 2.2
	 	Piggyback Registration	 	 	5	 
	Section 2.3
	 	Underwritten Offering	 	 	6	 
	Section 2.4
	 	Sale Procedures	 	 	7	 
	Section 2.5
	 	Cooperation by Holders	 	 	9	 
	Section 2.6
	 	Restrictions on Public Sale by Holders of Registrable Securities	 	 	9	 
	Section 2.7
	 	Expenses	 	 	10	 
	Section 2.8
	 	Indemnification	 	 	10	 
	Section 2.9
	 	Rule 144 Reporting	 	 	12	 
	Section 2.10
	 	Transfer or Assignment of Registration Rights	 	 	13	 
	Section 2.11
	 	Limitation on Subsequent Registration Rights	 	 	13	 
	
ARTICLE III

MISCELLANEOUS
	 
	 	 	 	 	 	 
	Section 3.1
	 	Communications	 	 	13	 
	Section 3.2
	 	Successor and Assigns	 	 	15	 
	Section 3.3
	 	Assignment of Rights	 	 	15	 
	Section 3.4
	 	Recapitalization, Exchanges, etc. Affecting the Common Units	 	 	15	 
	Section 3.5
	 	Specific Performance	 	 	15	 
	Section 3.6
	 	Counterparts	 	 	15	 
	Section 3.7
	 	Headings	 	 	15	 
	Section 3.8
	 	Governing Law	 	 	15	 
	Section 3.9
	 	Severability of Provisions	 	 	15	 
	Section 3.10
	 	Entire Agreement	 	 	16	 
	Section 3.11
	 	Amendment	 	 	16	 
	Section 3.12
	 	No Presumption	 	 	16	 






 









 






REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
November 1, 2005 by and between CROSSTEX ENERGY, L.P., a Delaware limited partnership
(“Crosstex”), and each of the parties set forth on Schedule A hereto (the
“Purchasers”).



     WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of the
Purchased Units pursuant to the Senior Subordinated Series B Unit Purchase Agreement, dated as of
October 18, 2005, by and between Crosstex and the Purchasers (the “Purchase Agreement”);



     WHEREAS, Crosstex has agreed to provide the registration and other rights set forth in this
Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement; and



     WHEREAS, it is a condition to the obligations of the Purchasers and Crosstex under the
Purchase Agreement that this Agreement be executed and delivered.



     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by
each party hereto, the parties hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.1 Definitions. The terms set forth below are used herein as so defined:



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




          “Anniversary Date” shall have the meaning set forth in the Purchase Agreement.




          “Business Day” means any day other than a Saturday, Sunday, or a legal holiday for
commercial banks in Houston, Texas.




          “Closing” shall have the meaning set forth in the Purchase Agreement.




          “Closing Date” shall have the meaning set forth in the Purchase Agreement.




          “Commission” means the United States Securities and Exchange Commission.




          “Common Units” shall have the meaning set forth in the Purchase Agreement.




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          “Crosstex” has the meaning specified therefor in the introductory paragraph of this
Agreement.




          “Effectiveness Period” has the meaning specified therefor in Section 2.1(a) of
this Agreement.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.




          “Holder” means the record holder of any Registrable Securities.




          “Included Registrable Securities” has the meaning specified therefor in Section
2.2(a) of this Agreement.




          “Losses” has the meaning specified therefor in Section 2.8(a) of this
Agreement.




          “Managing Underwriter” means, with respect to any Underwritten Offering, the book
running lead manager of such Underwritten Offering.




          “Non-Disclosure Agreements” means (a) the non-disclosure agreements (i) between
Crosstex and Kayne Anderson MLP Investment Company dated April 30, 2005, (ii) between Crosstex and
Kayne Anderson Capital Advisors, L.P. dated September 6, 2005, (iii) between Crosstex and Tortoise
Energy Capital Corp and (iv) between Crosstex and Tortoise Energy Infrastructure Corporation and
(b) the master confidentiality agreement between Banc of America Securities LLC and
Fiduciary/Claymore Opportunity Fund dated September 2, 2005.




          “Other Holder” has the meaning specified in Section 2.2(b).




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




          “Piggyback Registration” has the meaning specified therefor in Section 2.2(a)
of this Agreement.




          “Purchase Agreement” has the meaning specified therefor in the Recitals of this
Agreement.




          “Purchased Units” shall have the meaning set forth in the Purchase Agreement.




          “Purchasers” has the meaning specified therefor in the introductory paragraph of this
Agreement.




          “Registrable Securities” means the Common Units to be issued upon conversion of the
Purchased Units, all of which are subject to the rights provided herein until such rights terminate
pursuant to the provisions of this Agreement.




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          “Registration Expenses” has the meaning specified therefor in Section 2.7(a)
of this Agreement.




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.




          “Selling Expenses” has the meaning specified therefor in Section 2.7(a) of
this Agreement.




          “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.




          “Senior Subordinated Units” means Senior Subordinated Units purchased pursuant to the
Senior Subordinated Unit Purchase Agreement, dated June 24, 2005, by and among Crosstex and the
purchasers party thereto and any Common Units into which such Senior Subordinated Units convert.




          “Shelf Registration Statement” means a registration statement under the Securities Act
to permit the resale of the Registrable Securities from time to time as permitted by Rule 415 of
the Securities Act (or any similar provision then in force under the Securities Act).




          “Underwritten Offering” means an offering (including an offering pursuant to a Shelf
Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis
for reoffering to the public or an offering that is a “bought deal” with one or more investment
banks.




     Section 1.2 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security when (a) a registration statement covering such Registrable Security has been
declared effective by the Commission and such Registrable Security has been sold or disposed of
pursuant to such effective registration statement; (b) such Registrable Security has been disposed
of pursuant to any Section of Rule 144 (or any similar provision then in force under the Securities
Act); (c) such Registrable Security is held by Crosstex or one of its subsidiaries; (d) such
Registrable Security has been sold in a private transaction in which the transferor’s rights under
this Agreement are not assigned to the transferee of such securities or (e) two years from the date
hereof.



ARTICLE II

REGISTRATION RIGHTS




     Section 2.1 Shelf Registration.



          (a) Shelf Registration. As soon as practicable following the Closing of the
acquisition of the Purchased Units pursuant to the terms of the Purchase Agreement, but in any
event within 30 days of the Closing, Crosstex shall prepare and file a Shelf Registration Statement
covering the Registrable Securities. Crosstex shall use its commercially reasonable
efforts to cause the Shelf Registration Statement to become effective no later than 90 days
after the date of the Closing. A Shelf Registration Statement filed pursuant to this Section
2.1(a) shall be on such appropriate registration form of the Commission as shall be selected by
Crosstex;

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provided, however, that if a prospectus supplement will be used in connection with the
marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing
Underwriter at any time shall notify Crosstex in writing that, in the sole judgment of such
Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is
of material importance to the success of the Underwritten Offering of such Registrable Securities,
Crosstex shall use its commercially reasonable efforts to include such information in the
prospectus. Crosstex will use its commercially reasonable efforts to cause the Shelf Registration
Statement filed pursuant to this Section 2.1(a) to be continuously effective under the
Securities Act until the earlier of (i) all Registrable Securities covered by the Shelf
Registration Statement have been distributed in the manner set forth and as contemplated in the
Shelf Registration Statement, (ii) there are no longer any Registrable Securities outstanding or
(iii) two years from the Closing (the “Effectiveness Period”). The Shelf Registration
Statement when declared effective (including the documents incorporated therein by reference) will
comply as to form in all material respects with all applicable requirements of the Securities Act
and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading. If the Shelf Registration Statement is not declared effective within 120 days after
Closing, then the Purchasers shall be entitled to a payment (with respect to each of such
Purchaser’s Purchased Units), as liquidated damages and not as a penalty, of 0.25% of the Purchase
Price per 30-day period for the first sixty (60) days following the 120th day after Closing, with
such payment amount increasing by an additional 0.25% of the Purchase Price per 30-day period for
each subsequent 60 days, up to a maximum of 1.00% of the Purchase Price per 30-day period (the
“Liquidated Damages”), until such time as the Shelf Registration Statement is declared
effective or there are no longer any Registrable Securities outstanding. The Liquidated Damages
shall be paid to each Purchaser in cash within ten (10) Business Days of the end of such 30-day
period. The Purchasers’ rights (and any transferee’s rights pursuant to Section 2.10) under this
Section 2.1 shall terminate when such Registrable Securities become eligible for resale under Rule
144(k) (or any similar provision then in force under the Securities Act).




          (b) Delay Rights. Notwithstanding anything to the contrary contained herein, Crosstex
may, upon written notice to any Selling Holder whose Registrable Securities are included in the
Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part
of the Shelf Registration Statement (in which event the Selling Holder shall discontinue sales of
the Registrable Securities pursuant to the Shelf Registration Statement) if (i) Crosstex is
pursuing an acquisition, merger, reorganization, disposition or other similar transaction and
Crosstex determines in good faith that Crosstex’s ability to pursue or consummate such a
transaction would be materially and adversely affected by any required disclosure of such
transaction in the Shelf Registration Statement or (ii) Crosstex has experienced some other
material non-public event the disclosure of which at such time, in the good faith judgment of
Crosstex, would materially and adversely affect Crosstex; however, in no event shall any delay
pursuant hereto exceed sixty (60) days in any one hundred-eighty (180) day period or ninety (90)
days in any twelve-month period. Upon disclosure of such information or the termination of the
condition described above, Crosstex shall provide prompt notice to the Selling Holders whose
Registrable Securities are included in the Shelf Registration Statement,
and shall promptly terminate any suspension of sales it has put into effect and shall take
such other actions to permit registered sales of Registrable Securities as contemplated in this
Agreement.




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     Section 2.2 Piggyback Registration.



          (a) Participation. Commencing on the Anniversary Date, if Crosstex at any time
proposes to file a prospectus supplement to an effective Shelf Registration Statement with respect
to an Underwritten Offering of Common Units for its own account or to register any Common Units for
its own account for sale to the public in an Underwritten Offering other than (x) a registration
relating solely to employee benefit plans or (y) a registration relating solely to a Rule 145
transaction, then, as soon as practicable following the engagement of counsel to Crosstex to
prepare the documents to be used in connection with an Underwritten Offering, Crosstex shall give
notice of such proposed Underwritten Offering to the Holders, and such notice shall offer the
Holders the opportunity to include in such Underwritten Offering such number of Registrable
Securities (the “Included Registrable Securities”) as each such Holder may request in
writing (a “Piggyback Registration”); provided, however, that Crosstex
shall not be required to offer such opportunity to Holders if (i) the Holders do not offer a
minimum of $5,000,000 of Registrable Securities and Senior Subordinated Units, in the aggregate,
(determined by multiplying the number of Registrable Securities and Senior Subordinated Units owned
by the average of the closing price for Common Units for the ten (10) trading days preceding the
date of such notice) or (ii) Crosstex has been advised by the Managing Underwriter that the
inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse
effect on the price, timing or distribution of the Common Units by Crosstex. The notice required
to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day
pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by Holder.
Holder shall then have two (2) Business Days to request inclusion of Registrable Securities in the
Underwritten Offering. If no request for inclusion from a Holder is received within the specified
time, such Holder shall have no further right to participate in such Piggyback Registration. If,
at any time after giving written notice of its intention to undertake an Underwritten Offering and
prior to the closing of such Underwritten Offering, Crosstex shall determine for any reason not to
undertake or to delay such Underwritten Offering, Crosstex may, at its election, give written
notice of such determination to the Selling Holders and, (x) in the case of a determination not to
undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included
Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the
case of a determination to delay such Underwritten Offering, shall be permitted to delay offering
any Included Registrable Securities for the same period as the delay in the Underwritten Offering.
Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of
such Selling Holder’s Registrable Securities in such offering by giving written notice to Crosstex
of such withdrawal up to and including the time of pricing of such offering. No Holders shall be
entitled to participate in any such Underwritten Offering under this Section 2.2(a) unless such
Holder (together with any Affiliate that is a Selling Holder) participating therein holds at least
fifteen million ($15,000,000) of Registrable Securities and Senior Subordinated Units, in the
aggregate, (determined by multiplying the number of Registrable Securities and Senior Subordinated
Units owned by the
average of the closing price for Common Units for the ten (10) trading days preceding the date
of such notice).




          (b) Priority of Piggyback Registration. If the Managing Underwriter or Underwriters
of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises
Crosstex that the total amount of Common Units which the Selling Holders

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and any other Persons
intend to include in such offering exceeds the number which can be sold in such offering without
being likely to have an adverse effect on the price, timing or distribution of the Common Units
offered or the market for the Common Units, then the Common Units to be included in such
Underwritten Offering shall include the number of Registrable Securities that such Managing
Underwriter or Underwriters advises Crosstex can be sold without having such adverse effect, with
such number to be allocated pro rata among the Selling Holders and any other
Persons who have been or are granted registration rights on or after the date of this Agreement
(“Other Holders”) who have requested participation in the Piggyback Registration (based,
for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number
of Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such
offering; by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders
and all Other Holders in the Piggyback Registration.




     Section 2.3 Underwritten Offering.



          (a) S-3 Registration. In the event that a Selling Holder (together with any Affiliate
that is a Selling Holder) elects to dispose of Registrable Securities under the Shelf Registration
Statement pursuant to an Underwritten Offering of at least fifteen million ($15,000,000) of
Registrable Securities and Senior Subordinated Units, Crosstex shall, at the request of such
Selling Holder, enter into an underwriting agreement in customary form with the Managing
Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect
and to the extent provided in Section 2.8, and shall take all such other reasonable actions
as are requested by the Managing Underwriter in order to expedite or facilitate the disposition of
the Registrable Securities; provided, however, that Crosstex management will not be required to
participate in a roadshow or similar marketing effort.




          (b) General Procedures. In connection with any Underwritten Offering (i) under
Section 2.2 of this Agreement, Crosstex shall be entitled to select the Managing
Underwriter or Underwriters, and (ii) under Section 2.3 of this Agreement, the Selling
Holders shall be entitled to select the Managing Underwriter or Underwriters. In connection with
an Underwritten Offering under Section 2.2 or Section 2.3 hereof, each Selling
Holder and Crosstex shall be obligated to enter into an underwriting agreement which contains such
representations, covenants, indemnities and other rights and obligations as are customary in
underwriting agreements for firm commitment offerings of securities. No Selling Holder may
participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable
Securities on the basis provided in such underwriting agreement and completes and executes all
questionnaires, powers of attorney, indemnities and other documents reasonably required under the
terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or
all of the representations and warranties by, and the other agreements on the part of,
Crosstex to and for the benefit of such underwriters also be made to and for such Selling
Holder’s benefit and that any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement also be conditions precedent to its obligations. No
Selling Holder shall be required to make any representations or warranties to or agreements with
Crosstex or the underwriters other than representations, warranties or agreements regarding such
Selling Holder and its ownership of the securities being registered on its behalf and its intended
method of distribution and any other representation required by law. If any Selling Holder
disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw

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therefrom by
notice to Crosstex and the Managing Underwriter; provided, however, that such
withdrawal must be made prior to the time in the penultimate sentence of Section 2.2(a) hereof to
be effective. No such withdrawal or abandonment shall affect Crosstex’s obligation to pay
Registration Expenses.




     Section 2.4 Sale Procedures. In connection with its obligations contained in Sections
2.1, 2.2 and 2.3, Crosstex will, as expeditiously as possible:



          (a) prepare and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by the Shelf Registration Statement;




          (b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any other registration statement contemplated by this
Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete
drafts of all such documents proposed to be filed (including exhibits and each document
incorporated by reference therein to the extent then required by the rules and regulations of the
Commission), and provide each such Selling Holder the opportunity to object to any information
pertaining to such Selling Holder and its plan of distribution that is contained therein and make
the corrections reasonably requested by such Selling Holder with respect to such information prior
to filing the Shelf Registration Statement or such other registration statement and the prospectus
included therein or any supplement or amendment thereto, and (ii) such number of copies of the
Shelf Registration Statement or such other registration statement and the prospectus included
therein and any supplements and amendments thereto as such Persons may reasonably request in order
to facilitate the public sale or other disposition of the Registrable Securities covered by such
Shelf Registration Statement or other registration statement;




          (c) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Shelf Registration Statement or any other registration
statement contemplated by this Agreement under the securities or blue sky laws of such
jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing
Underwriter, shall reasonably request, provided that Crosstex will not be required to qualify
generally to transact business in any jurisdiction where it is not then required to so qualify or
to
take any action which would subject it to general service of process in any such jurisdiction
where it is not then so subject;




          (d) promptly notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the filing of the
Shelf Registration Statement or any other registration statement contemplated by this Agreement or
any prospectus included therein or any amendment or supplement thereto, and, with respect to such
Shelf Registration Statement or any other registration statement or any post-effective amendment
thereto, when the same has become effective; and (ii) any written comments from the Commission with
respect to any filing referred to in clause (i) and any written request by the Commission for
amendments or supplements to the Shelf Registration

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Statement or any other registration statement
or any prospectus or prospectus supplement thereto;




          (e) immediately notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the happening of any
event as a result of which the prospectus contained in the Shelf Registration Statement or any
other registration statement contemplated by this Agreement or any supplemental amendment thereto,
includes an untrue statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing; (ii) the issuance or threat of issuance by the Commission of any stop
order suspending the effectiveness of the Shelf Registration Statement or any other registration
statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or
(iii) the receipt by Crosstex of any notification with respect to the suspension of the
qualification of any Registrable Securities for sale under the applicable securities or blue sky
laws of any jurisdiction. Following the provision of such notice, Crosstex agrees to as promptly
as practicable amend or supplement the prospectus or prospectus supplement or take other
appropriate action so that the prospectus or prospectus supplement does not include an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances then
existing and to take such other action as is necessary to remove a stop order, suspension, threat
thereof or proceedings related thereto;




          (f) upon request and subject to appropriate confidentiality obligations, furnish to each
Selling Holder copies of any and all transmittal letters or other correspondence with the
Commission or any other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating to such offering of
Registrable Securities;




          (g) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel
for Crosstex, dated the effective date of the applicable registration statement or the date of any
amendment or supplement thereto, preliminary or prospectus supplement, and a letter of like kind
dated the date of the closing under the underwriting agreement, and (ii) a “cold comfort” letter,
dated the effective date of the applicable registration statement or the date of any amendment or
supplement thereto, preliminary or prospectus supplement and a letter of like kind dated the date
of the closing under the underwriting agreement, in each case, signed by the independent public
accountants who have certified Crosstex’s financial statements included
or incorporated by reference into the applicable registration statement, and each of the
opinion and the “cold comfort” letter shall be in customary form and covering substantially the
same matters with respect to such registration statement (and the prospectus included therein any
supplement thereto) and as are customarily covered in opinions of issuer’s counsel and in
accountants’ letters delivered to the underwriters in Underwritten Offerings of securities, such
other matters as such underwriters may reasonably request;




          (h) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least 12 months, but not more than 18
months, beginning with the first full calendar month after the effective date

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of such registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 promulgated thereunder;




          (i) make available to the appropriate representatives of the Managing Underwriter and Selling
Holders access to such information and Crosstex personnel as is reasonable and customary to enable
such parties to establish a due diligence defense under the Securities Act; provided that Crosstex
need not disclose any information to any such representative unless and until such representative
has entered into a confidentiality agreement with Crosstex;




          (j) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange or nationally recognized quotation system on which similar securities
issued by Crosstex are then listed;




          (k) use its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of Crosstex to enable the Selling Holders to consummate
the disposition of such Registrable Securities;




          (l) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement; and




          (m) enter into customary agreements and take such other actions as are reasonably requested by
the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition
of such Registrable Securities.




     Each Selling Holder, upon receipt of notice from Crosstex of the happening of any event of the
kind described in subsection (e) of this Section 2.4, shall forthwith discontinue
disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by subsection (e) of this Section 2.4 or
until it is advised in writing by Crosstex that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings incorporated by reference in the
prospectus, and, if so directed by Crosstex, such Selling Holder will, or will request the Managing
Underwriter or underwriters, if any, to deliver to Crosstex (at Crosstex’s expense) all copies in
their possession or control, other than permanent file copies then in such Selling Holder’s
possession, of the
prospectus and any prospectus supplement covering such Registrable Securities current at the
time of receipt of such notice.



     Section 2.5 Cooperation by Holders. Crosstex shall have no obligation to include in the
Shelf Registration Statement units of a Holder or in a Piggyback Registration units of a Selling
Holder who has failed to timely furnish such information which, in the opinion of counsel to
Crosstex, is reasonably required in order for the registration statement or prospectus supplement,
as applicable, to comply with the Securities Act.



     Section 2.6 Restrictions on Public Sale by Holders of Registrable Securities. Each Holder
of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect
any public sale or distribution of the Registrable Securities during the 30 calendar day period
beginning on the date of a prospectus supplement filed with the Commission with respect



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to the
pricing of an Underwritten Offering, provided that the duration of the foregoing restrictions shall
be no longer than the duration of the shortest restriction generally imposed by the underwriters on
the officers or directors or any other unitholder of Crosstex on whom a restriction is imposed and
provided further that such Selling Holder (together with any Affiliate that is a Selling Holder)
owns at least fifteen million ($15,000,000) of Registrable Securities and Senior Subordinated
Units, in the aggregate (determined by multiplying the number of Registrable Securities and Senior
Subordinated Units owned by the average of the closing price for Common Units for the ten (10)
trading days preceding the date of such filing).



     Section 2.7 Expenses.



          (a) Certain Definitions. “Registration Expenses” means all expenses incident
to Crosstex’s performance under or compliance with this Agreement to effect the registration of
Registrable Securities in a Shelf Registration pursuant to Section 2.1, a Piggyback
Registration pursuant to Section 2.2, or an Underwritten Offering pursuant to Section
2.3, and the disposition of such securities, including, without limitation, all registration,
filing, securities exchange listing and NASDAQ National Market fees, all registration, filing,
qualification and other fees and expenses of complying with securities or blue sky laws, fees of
the National Association of Securities Dealers, Inc., transfer taxes and fees of transfer agents
and registrars, all word processing, duplicating and printing expenses, the fees and disbursements
of counsel and independent public accountants for Crosstex, including the expenses of any special
audits or “cold comfort” letters required by or incident to such performance and compliance.
Except as otherwise provided in Section 2.8 hereof, Crosstex shall not be responsible for
legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.
In addition, Crosstex shall not be responsible for any “Selling Expenses,” which means all
underwriting fees, discounts and selling commissions and transfer taxes allocable to the sale of
the Registrable Securities.




          (b) Expenses. Crosstex will pay all reasonable Registration Expenses in connection
with a Piggyback Registration or Underwritten Offering, whether or not any sale is
made pursuant to the Piggyback Registration or Underwritten Offering. Each Selling Holder
shall pay all Selling Expenses in connection with any sale of its Registrable Securities hereunder.




     Section 2.8 Indemnification.



          (a) By Crosstex. In the event of a registration of any Registrable Securities under
the Securities Act pursuant to this Agreement, Crosstex will indemnify and hold harmless each
Selling Holder thereunder, its directors and officers, and each underwriter, pursuant to the
applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and
each Person, if any, who controls such Selling Holder or underwriter within the meaning of the
Securities Act and the Exchange Act, against any losses, claims, damages, expenses or liabilities
(including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or
several, to which such Selling Holder or underwriter or controlling Person may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained in the Shelf
Registration Statement or any other registration statement contemplated by this Agreement, any

10









 








preliminary prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein (in the
case of a prospectus, in light of the circumstances under which they were made) not misleading, and
will reimburse each such Selling Holder, its directors and officers, each such underwriter and each
such controlling Person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such Loss or actions or proceedings; provided,
however, that Crosstex will not be liable in any such case if and to the extent that any
such Loss arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information furnished by such Selling
Holder, such underwriter or such controlling Person in writing specifically for use in the Shelf
Registration Statement or such other registration statement, or prospectus supplement, as
applicable. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Selling Holder or any such director, officer or controlling Person,
and shall survive the transfer of such securities by such Selling Holder.




          (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless Crosstex, its directors and officers, and each Person, if any, who
controls Crosstex within the meaning of the Securities Act or of the Exchange Act to the same
extent as the foregoing indemnity from Crosstex to the Selling Holders, but only with respect to
information regarding such Selling Holder furnished in writing by or on behalf of such Selling
Holder expressly for inclusion in the Shelf Registration Statement or prospectus supplement
relating to the Registrable Securities, or any amendment or supplement thereto; provided,
however, that the liability of each Selling Holder shall not be greater in amount than the
dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from
the sale of the Registrable Securities giving rise to such indemnification.




          (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party other than under this Section 2.8. In any action
brought against any indemnified party, it shall notify the indemnifying party of the commencement
thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party shall not be liable
to such indemnified party under this Section 2.8 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided, however,
that, (i) if the indemnifying party has failed to assume the defense and employ counsel or (ii) if
the defendants in any such action include both the indemnified party and the indemnifying party and
counsel to the indemnified party shall have concluded that there may be reasonable defenses
available to the indemnified party that are different from or additional to those available to the
indemnifying party, or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, then the indemnified party shall have the
right to select a separate counsel and to assume such legal

11









 








defense and otherwise to participate in
the defense of such action, with the reasonable expenses and fees of such separate counsel and
other reasonable expenses related to such participation to be reimbursed by the indemnifying party
as incurred. Notwithstanding any other provision of this Agreement, no indemnified party shall
settle any action brought against it with respect to which it is entitled to indemnification
hereunder without the consent of the indemnifying party, unless the settlement thereof imposes no
liability or obligation on, and includes a complete and unconditional release from all liability
of, the indemnifying party.




          (d) Contribution. If the indemnification provided for in this Section 2.8 is
held by a court or government agency of competent jurisdiction to be unavailable to Crosstex or any
Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses as between Crosstex on the one
hand and such Selling Holder on the other, in such proportion as is appropriate to reflect the
relative fault of Crosstex on the one hand and of such Selling Holder on the other in connection
with the statements or omissions which resulted in such Losses, as well as any other relevant
equitable considerations; provided, however, that in no event shall such Selling
Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds
(net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities
giving rise to such indemnification. The relative fault of Crosstex on the one hand and each
Selling Holder on the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact has been made by, or relates to, information supplied by such party, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this paragraph were to be determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable considerations referred
to in the first sentence of this paragraph. The amount paid by an indemnified party as a
result of the Losses referred to in the first sentence of this paragraph shall be deemed to include
any legal and other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any Loss which is the subject of this paragraph. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.




          (e) Other Indemnification. The provisions of this Section 2.8 shall be in
addition to any other rights to indemnification or contribution which an indemnified party may have
pursuant to law, equity, contract or otherwise.




     Section 2.9 Rule 144 Reporting. With a view to making available the benefits of certain
rules and regulations of the Commission that may permit the sale of the Registrable Securities to
the public without registration, Crosstex agrees to use its commercially reasonable efforts to:



          (a) Make and keep public information regarding Crosstex available, as those terms are
understood and defined in Rule 144 of the Securities Act, at all times from and after the date
hereof;





12









 








          (b) File with the Commission in a timely manner all reports and other documents required of
Crosstex under the Securities Act and the Exchange Act at all times from and after the date hereof;
and




          (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon
request a copy of the most recent annual or quarterly report of Crosstex, and such other reports
and documents so filed as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities without registration.




     Section 2.10 Transfer or Assignment of Registration Rights. The rights to cause Crosstex
to register Registrable Securities granted to the Purchasers by Crosstex under this Article II may
be transferred or assigned by the Purchasers to one or more transferee(s) or assignee(s) of such
Registrable Securities, who (a) are Affiliates of such Purchaser, or (b) hold at least fifteen
million ($15,000,000) of Registrable Securities and Senior Subordinated Units. Crosstex shall be
given written notice prior to any said transfer or assignment, stating the name and address of each
such transferee and identifying the securities with respect to which such registration rights are
being transferred or assigned, and each such transferee shall assume in writing responsibility for
its obligations of the Purchasers under this Agreement.



     Section 2.11 Limitation on Subsequent Registration Rights. From and after the date hereof,
Crosstex shall not, without the prior written consent of the Holders of a majority of the
outstanding Registrable Securities, enter into any agreement with any current or future holder of
any securities of Crosstex that would allow such current or future
holder to require Crosstex to include securities in any registration statement filed by Crosstex on
a basis that is superior in any way to the piggyback rights granted to the Purchasers hereunder.



ARTICLE III

MISCELLANEOUS




     Section 3.1 Communications. All notices and other communications provided for or permitted
hereunder shall be made in writing by facsimile, courier service or personal delivery:




	 	(a)	 	If to Fiduciary/Claymore MLP Opportunity Fund:




c/o Fiduciary Asset Management

8112 Maryland Avenue, Suite 400

St. Louis MO 63105

Attention: Jim Cunnane

Facsimile: (314) 863-4360




	 	(b)	 	If to Kayne Anderson MLP Investment Company or Kayne Anderson
Energy Total Return Fund, Inc.:




1800 Avenue of the Stars, 2nd Floor

Los Angeles, CA 90067

Attention: David Shladovsky, Esq.

Facsimile: (310) 284-6490



13









 







and


1100 Louisiana, Suite 4550

Houston, Texas 77002

Attention: Kevin McCarthy

Facsimile: (713) 655-7359


with a copy to:


Vinson & Elkins L.L.P.

1001 Fannin, Suite 2300

Houston, TX 77002

Attention: Dan Fleckman

Facsimile: (713) 615-5859




	 	(c)	 	If to Tortoise Energy Capital Corp. or Tortoise Energy
Infrastructure Corporation:




10801 Mastin, Suite 222

Overland Park, KS 66210

Attention: David Schulte

Facsimile: (913) 345-2763


with a copy to:


Blackwell Sanders Peper Martin LLP

2300 Main Street, Suite 1000

Kansas City, MO 64108

Attention: Steven F. Carman

Facsimile: (816) 983-8080




	 	(d)	 	If to Crosstex:




Crosstex Energy, L.P.

2501 Cedar Springs

Dallas, Texas 75201

Attention: Barry E. Davis

Facsimile: (214) 953-9500


with a copy to:


Baker Botts L.L.P.

2001 Ross Avenue

Dallas, Texas 75201-2980

Attention: Doug Rayburn

Facsimile: (214) 661-4634



14









 







or, if to a transferee of such Purchaser, to such Holder at the address provided pursuant to
Section 2.10 above. All such notices and communications shall be deemed to have been
received at the time delivered by hand, if personally delivered; when receipt acknowledged, if sent
via facsimile or sent via Internet electronic mail; and when actually received, if sent by any
other means.




     Section 3.2 Successor and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein.



     Section 3.3 Assignment of Rights. All or any portion of the rights and obligations of the
Purchasers under this Agreement may be transferred or assigned by such Purchaser in accordance with
Section 2.10 hereof.



     Section 3.4 Recapitalization, Exchanges, etc. Affecting the Common Units. The provisions
of this Agreement shall apply to the full extent set forth herein with respect to any and all units
of Crosstex or any successor or assign of Crosstex (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or
in substitution of, the Registrable Securities, and shall be appropriately adjusted for
combinations, recapitalizations and the like occurring after the date of this Agreement.



     Section 3.5 Specific Performance. Damages in the event of breach of this Agreement by a
party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that
each such Person, in addition to and without limiting any other remedy or right it may have, will
have the right to an injunction or other equitable relief in any court of competent jurisdiction,
enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of
the parties hereto hereby waives any and all defenses it may have on the ground of lack of
jurisdiction or competence of the court to grant such an injunction or other equitable relief. The
existence of this right will not preclude any such Person from pursuing any other rights and
remedies at law or in equity which such Person may have.



     Section 3.6 Counterparts. This Agreement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same Agreement.



     Section 3.7 Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



     Section 3.8 Governing Law. The laws of the State of Texas shall govern this Agreement
without regard to principles of conflict of laws.



     Section 3.9 Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions



15









 







hereof or affecting or impairing the validity or enforceability of such provision in any other
jurisdiction.



     Section 3.10 Entire Agreement. This Agreement, the Purchase Agreement and the
Non-Disclosure Agreement are intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein or therein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein or therein
with respect to the rights granted by Crosstex set forth herein or therein. This Agreement, the
Purchase Agreement and
the Non-Disclosure Agreement supersede all prior agreements and understandings between the parties
with respect to such subject matter.



     Section 3.11 Amendment. This Agreement may be amended only by means of a written amendment
signed by Crosstex and the Holders of a majority of the then outstanding Registrable Securities;
provided, however, that no such amendment shall materially and adversely affect the rights of any
Holder hereunder without the consent of such Holder.



     Section 3.12 No Presumption. In the event any claim is made by a party relating to any
conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion
shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a
particular party or its counsel.



[The remainder of this page is intentionally left blank.]




16









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	 	CROSSTEX, ENERGY, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	Crosstex Energy GP, L.P. (its General Partner)
	 
	 	 	 	 
	 

	 	By:
	 	Crosstex Energy GP, LLC (its General Partner)
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ William W. Davis
	 

	 	 	 	 
	 

	 	 	 	     William W. Davis
	 

	 	 	 	     Executive Vice President and Chief

      Financial Officer





[Signature Page to Registration Rights Agreement]





 









 








	 	 	 	 	 
	 	FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND

 	 
	 	By:  	/s/ James J. Cunnane, Jr.
 	 
	 	 	     James J. Cunnane, Jr. 	 
	 	 	     Managing Director and Senior Portfolio

     Manager 	 
	 


[Signature Page to Registration Rights Agreement]





 









 








	 	 	 	 	 
	 	KAYNE ANDERSON MLP INVESTMENT

COMPANY

 	 
	 	By:  	/s/ James C. Baker
 	 
	 	 	     James C. Baker 	 
	 	 	     Vice President 	 
	 


[Signature Page to Registration Rights Agreement]




 









 








	 	 	 	 	 
	 	KAYNE ANDERSON ENERGY TOTAL

RETURN FUND, INC.

 	 
	 	By:  	/s/ James C. Baker
 	 
	 	 	     James C. Baker 	 
	 	 	     Vice President 	 
	 


[Signature Page to Registration Rights Agreement]




 









 








	 	 	 	 	 
	 	TORTOISE ENERGY CAPITAL CORPORATION

 	 
	 	By:  	/s/ Jachary A. Hamel
 	 
	 	 	     Jachary A. Hamel 	 
	 	 	     Secretary 	 
	 


[Signature Page to Registration Rights Agreement]




 









 








	 	 	 	 	 
	 	TORTOISE ENERGY INFRASTRUCTURE

CORPORATION

 	 
	 	By:  	/s/ Jachary A. Hamel
 	 
	 	 	     Jachary A. Hamel 	 
	 	 	     Secretary 	 
	 


[Signature Page to Registration Rights Agreement]





 









 








Schedule A




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Allocated	 
	Purchaser	 	Purchased Units	 	 	Purchase Price	 
	Fiduciary/Claymore MLP Opportunity Fund
	 	 	407,167	 	 	 	15,000,032.28	 
	Kayne Anderson MLP Investment Company
	 	 	1,294,789	 	 	 	47,7000,026.76	 
	Kayne Anderson Energy Total Return Fund, Inc.
	 	 	62,432	 	 	 	2,299,994.88	 
	Tortoise Energy Capital Corp.
	 	 	977,199	 	 	 	36,000,011.16	 
	Tortoise Energy Infrastructure Corporation
	 	 	108,578	 	 	 	4,000,013.52	 
	 
	 	 	 	 	 	 
	Total
	 	 	2,850,165	 	 	$	105,000,078.60	 
	 
	 	 	 	 	 	 






Schedule A