exv4w7



 






			
	Exhibit 4.7






Specimen Unit Certificate

Evidencing Common Units

Representing Limited Partner Interests in

Crosstex Energy, L.P.




			
	No.                                         
	 	                                         Common Units





In accordance with Section 4.1 of the Fourth Amended and Restated Agreement of Limited Partnership
of Crosstex Energy, L.P., as amended, supplemented or restated from time to time (the “Partnership
Agreement”), Crosstex Energy, L.P., a Delaware limited partnership (the “Partnership”), hereby
certifies that                                          (the “Holder”) is the registered owner of Common Units
representing limited partner interests in the Partnership (the “Common Units”) transferable on the
books of the Partnership, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed and accompanied by a properly executed application for transfer of
the Common Units represented by this Certificate. The rights, preferences and limitations of the
Common Units are set forth in, and this Certificate and the Common Units represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the Partnership
Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without
charge on delivery of written request to the Partnership at, the principal office of the
Partnership located at 2501 Cedar Springs, Suite 100, Dallas, Texas 75201. Capitalized terms used
herein but not defined shall have the meanings given them in the Partnership Agreement.



The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed
to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed
the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and
authority and, if an individual, the capacity necessary to enter into the Partnership Agreement,
(iii) granted the powers of attorney provided for in the Partnership Agreement and (iv) made the
waivers and given the consents and approvals contained in the Partnership Agreement.



This Certificate shall not be valid for any purpose unless it has been countersigned and registered
by the Transfer Agent and Registrar.




	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	Crosstex Energy, L.P.
	 	 	 
	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	Countersigned and Registered by:	 	By:	 	Crosstex Energy GP, L.P.,
	 	 	 	 	 	 	its General Partner
	 	 	 

	 	 	 	By:
	 	Crosstex Energy GP, LLC, its general partner
	 	 	 
	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	 

	 	By:	 	 	 	 
	 	 	 	 	 
	as Transfer Agent and Registrar	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	By:
	 	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Authorized Signature

	 	 	 	 	 	Secretary






 









 





[Reverse of Certificate]




ABBREVIATIONS



The following abbreviations, when used in the inscription on the face of this Certificate, shall be
construed as follows according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 	 	 
	TEN COM -	 	as tenants in common	 	 	 	UNIF GIFT/TRANSFERS MIN ACT
	TEN ENT -
	 	as tenants by the entireties

	 	 	 	 	 	Custodian	 	 
	 	 	 

	 	 	 	 
	 	 	 	 
	 	 	 
	 	 	 	(Cust)
	 	 	 	(Minor)
	JT TEN -	 	as joint tenants with right of	 	 	 	under Uniform Gifts/Transfers to CD
	 	 	survivorship and not as	 	Minors Act (State)	 	 
	 	 	tenants in common
	 	 	 	 	 	 	 	 





Additional abbreviations, though not in the above list, may also be used.




ASSIGNMENT OF COMMON UNITS

in

CROSSTEX ENERGY, L.P.




FOR VALUE RECEIVED,    
    
                
             
     hereby assigns, conveys, sells and transfers unto    
                 
                
    




	 	 	 
	 

	 	 
	(Please print or typewrite name

	 	(Please insert Social Security or other
	and address of Assignee)

	 	identifying number of Assignee)






                                              Common Units representing limited partner interests evidenced by this Certificate,
subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint                                         
as its attorney-in-fact with full power of substitution to transfer the same on the books of
Crosstex Energy, L.P.



	 	 	 	 	 	 	 
	Date:

	 	 	 	NOTE:
	 	The signature to any endorsement hereon must correspond with the name
	 

	 	 

	 	 	 	as written upon the face of this Certificate in every particular, without
alteration, enlargement or change.
	THE SIGNATURE(S) MUST BE	 	 	 	 
	GUARANTEED BY AN ELIGIBLE GUARANTOR	 	 	 	 
	 

	 	 	 	 	 	 
	INSTITUTION (BANKS, STOCKBROKERS,	 	 	 	(Signature)
	SAVINGS AND LOAN ASSOCIATIONS AND	 	 	 	 
	 

	 	 	 	 	 	 
	CREDIT UNIONS WITH MEMBERSHIP IN AN	 	 	 	(Signature)
	APPROVED SIGNATURE GUARANTEE	 	 	 	 
	MEDALLION PROGRAM), PURSUANT TO	 	 	 	 
	S.E.C. RULE 17d-15	 	 	 	 
	_____________________________	 	 	 	 






No transfer of the Common Units evidenced hereby will be registered on the books of the
Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered
for registration or transfer and an Application for Transfer of Common Units has been executed by a
transferee either (a) on the form set forth below or (b) on a separate application that the
Partnership will furnish on request without charge. A transferor of the Common Units shall have no
duty to the transferee with respect to execution of the transfer application in order for such
transferee to obtain registration of the transfer of the Common Units.




 









 








APPLICATION FOR TRANSFER OF COMMON UNITS



The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common
Units evidenced hereby.



The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and
be bound by, and hereby executes, the Amended and Restated Agreement of Limited Partnership of
Crosstex Energy, L.P. (the “Partnership”), as amended, supplemented or restated to the date hereof
(the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power
and authority and, if an individual, the capacity necessary to enter into the Partnership
Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be
appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear
to, acknowledge and file any document, including, without limitation, the Partnership Agreement and
any amendment thereto and the Certificate of Limited Partnership of the Partnership and any
amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited
Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for
in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals
contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings
assigned to such terms in the Partnership Agreement.



Date:                                         




	 	 	 
	 
	 	 
	 

	 	 
	Social Security or other identifying number

	 	Signature of Assignee
	 
	 	 
	 
	 	 
	 

	 	 
	Purchase Price including commissions, if any

	 	Name and Address of Assignee






	 	 	 	 	 	 	 	 	 	 	 
	Type of Entity (check one):	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	o

	 	Individual
	 	o
	 	Partnership
	 	o
	 	Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	o

	 	Trust
	 	o
	 	Other (specify)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Nationality (check one):	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	o	 	U.S. Citizen, Resident or Domestic Entity	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	o

	 	Foreign Corporation
	 	o
	 	Non-resident Alien	 	 	 	 





If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must
be completed.



Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the
Partnership must withhold tax with respect to certain transfers of property if a holder of an
interest in the Partnership is a foreign person. To inform the Partnership that no withholding is
required with respect to the undersigned interestholder’s interest in it, the undersigned hereby
certifies the following (or, if applicable, certifies the following on behalf of the
interestholder).



Complete Either A or B:





	A.	 	Individual Interestholder





 









 






	 	1.	 	I am not a non-resident alien for purposes of U.S. income taxation.
	 
	 	2.	 	My U.S. taxpayer identification number (Social Security Number) is                                         .
	 
	 	3.	 	My home address is                                                                        
                                                                             .






	B.	 	Partnership, Corporation or Other Interestholder






	 	1.	 	                                         is not a foreign corporation, foreign partnership, foreign
trust (Name of Interestholder) or foreign estate (as those terms are defined in the
Code and Treasury Regulations).






	2.	 	The interestholder’s U.S. employer identification number is                                         .






	 	3.	 	The interestholder’s office address and place of incorporation (if applicable)
is                                         .




The interestholder agrees to notify the Partnership within sixty (60) days of the date the
interestholder becomes a foreign person.



The interestholder understands that this certificate may be disclosed to the Internal Revenue
Service by the Partnership and that any false statement contained herein could be punishable by
fine, imprisonment or both.



Under penalties of perjury, I declare that I have examined this certification and to the best of my
knowledge and belief it is true, correct and complete and, if applicable, I further declare that I
have authority to sign this document on behalf of:




                                                            

Name of Interestholder




                                                            

Signature and Date




                                                            

Title (if applicable)



Note: If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other
nominee holder or an agent of any of the foregoing, and is holding for the account of any other
person, this application should be completed by an officer thereof or, in the case of a broker or
dealer, by a registered representative who is a member of a registered national securities exchange
or a member of the National Association of Securities Dealers, Inc., or, in the case of any other
nominee holder, a person performing a similar function. If the Assignee is a broker, dealer, bank,
trust company, clearing corporation, other nominee owner or an agent of any of the foregoing, the
above certification as to any person for whom the Assignee will hold the Common Units shall be made
to the best of the Assignee’s knowledge.