Utilities

REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 18, 2001, is by and between Kinder Morgan Management, LLC, a Delaware limited liability company (the "Issuer"), Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), and Kinder Morgan, Inc., a Kansas corporation (the "Holder").

W I T N E S S E T H:

     WHEREAS, the Holder purchased 1,487,500 shares representing limited liability company interests of the Issuer and identified in the LLC Agreement (as hereinafter defined) as listed shares ("Listed Shares") in an offering by the Issuer pursuant to a registration statement on Form S-1 (Registration No. 333-55868) under the Securities Act of 1933, as amended (the "Securities Act"), filed with the Securities and Exchange Commission (the "Commission"); and

     WHEREAS, the Exchange Provisions (the "Exchange Provisions") attached as Annex A to, and made a part of, the Issuer's Amended and Restated Limited Liability Company Agreement, dated as of May 14, 2001 (including the Exchange Provisions and the Purchase Provisions (as hereinafter defined), the "LLC Agreement"), provide that holders of Listed Shares may exchange Listed Shares with the Holder for common units ("Common Units") of the Partnership, subject to the right of the Holder to settle the exchange in cash rather than in Common Units (such provisions of the LLC Agreement being collectively referred to as the "Exchange Feature"); and

     WHEREAS, the Holder has the right and, in certain cases, the obligation to purchase all outstanding Listed Shares pursuant to the Purchase Provisions (the "Purchase Provisions") attached as Annex B to, and made a part of, the LLC Agreement; and

     WHEREAS, the Issuer may effect in the future one or more public offerings of Listed Shares (the "Offerings"); and

     WHEREAS, the parties believe it appropriate for the resale by the Holder of any Listed Shares it holds to be registered under the Securities Act, and the Issuer is agreeable to preparing, filing and maintaining the effectiveness of registration statements therefor as provided herein; and

     WHEREAS, such resale by the Holder may be deemed to involve the offer and sale of Common Units, and the Partnership is agreeable to preparing, filing and maintaining the effectiveness of registration statements therefor as provided herein.

     NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1

     1.1   Specific Definitions.  Unless the context clearly requires otherwise, the following terms shall have the meanings set forth below:

          "Agreement" has the meaning set forth in the preamble of this Agreement.

          "Commission" has the meaning set forth in the recitals of this Agreement.

          "Common Units" has the meaning set forth in the recitals of this Agreement.

          "Confidential Information" means information that the Issuer or the Partnership, as the case may be, determines, in good faith, is confidential, other than information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Holder or an Inspector to which it was provided, (ii) was within the possession of the Holder or an Inspector prior to its being furnished to the Holder or an Inspector by or on behalf of the Issuer pursuant hereto, provided that the source of such information was not known by the Holder or such Inspector to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Issuer or any other party with respect to such information or (iii) becomes available to the Holder or an Inspector on a non-confidential basis from a source other than the Issuer, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Issuer or any other party with respect to such information.

          "Entity" means a corporation, limited liability company, venture, partnership, trust, unincorporated organization, association or other entity.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exchange Feature" has the meaning set forth in the recitals of this Agreement.

          "Exchange Provisions" has the meaning set forth in the recitals of this Agreement.

          "Holder" has the meaning set forth in the preamble of this Agreement.

          "Inspectors" has the meaning set forth in Section 2.2(i).

          "Issuer" has the meaning set forth in the preamble of this Agreement.

          "Listed Shares" has the meaning set forth in the recitals of this Agreement.

          "LLC Agreement" has the meaning set forth in the recitals of this Agreement.

          "Offerings" has the meaning set forth in the recitals of this Agreement.

GREAT PLAINS ENERGY INC
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GREAT PLAINS ENERGY INC
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GREAT PLAINS ENERGY INC
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GREAT PLAINS ENERGY INC
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ARTICLES OF ASSOCIATION

ARTICLE 1 - LEGAL FORM

By virtue of a resolution of the General Meeting of 30 April 2003, the Company has the legal form of a public limited company with a Board of Directors (socit anonyme conseil d'administration), governed by the laws and regulations in force and, in particular, the French Commercial Code, as well as by these articles of association.

ARTICLE 2 - NAME

The name of the company is:

VEOLIA ENVIRONNEMENT

The abbreviated name is:

VE

In all deeds and documents issued by Veolia Environnement, (Veolia Environnement is hereinafter referred to as the "Company") in relation to third parties, this name must be preceded or followed immediately by the words " a public limited company with a Board of Directors " (socit anonyme conseil d'administration) and the amount of the Company's share capital.

The Company may, in its commercial activities, use at its convenience its corporate name and/or the abbreviated corporate name as commercial name.

ARTICLE 3 - OBJECT

ARTICLE 4 - REGISTERED OFFICE

The registered office of the Company is at 36/38, avenue Klber, PARIS 75116.

The registered office may be transferred to another location in the same French dpartement or in an adjacent dpartement by a simple decision of the Board of Directors, subject to ratification of the said decision by the next Ordinary General Meeting of Shareholders, or to any other location by a resolution of an Extraordinary General Meeting of Shareholders, subject to the provisions of the laws in force.

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CROSSTEX ENERGY GP, LLC

        THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Crosstex Energy GP, LLC, a Delaware limited liability company (the "Company"), dated as of the 17th day of December, 2002, is adopted, executed and agreed to, for good and valuable consideration, by Crosstex Energy Holdings Inc., a Delaware corporation and the sole member of the Company (the "Member" or "Holdings").

RECITALS:

        WHEREAS, Holdings caused the Company to be formed as a limited liability company under the Delaware Limited Liability Company Act (the "Act") on July 12, 2002 ("Original Filing Date") and a Certificate of Formation ("Delaware Certificate") was filed with the Secretary of State of the State of Delaware on such date;

        WHEREAS, Holdings, as the sole member, adopted, executed and agreed to enter into a Limited Liability Company Agreement (the "Prior Agreement") relating to the Company on July 12, 2002;

        NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby amend the Prior Agreement and, as so amended, restate it in its entirety as follows:

ARTICLE I
DEFINITIONS

Section 1.01.    Definitions.

        (a)   As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Sections referred to below:

        "Act" has the meaning given such term in the Recitals.

        "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For the purposes of this definition, "control" when used with respect to any Person means 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" have meanings correlative to the foregoing.

        "Agreement" means this Amended and Restated Limited Liability Company Agreement of Crosstex Energy GP, LLC.

        "Applicable Law" means (a) any United States federal, state, local or foreign law, statute, rule, regulation, order, writ, injunction, judgment, decree or permit of any Governmental Authority and (b) any rule or listing requirement of any applicable national stock exchange or listing requirement of any national stock exchange or Securities and Exchange Commission recognized trading market on which securities issued by the MLP are listed or quoted.

        "Board" has the meaning given such term in Section 5.01.

        "Business Day" means any day other than a Saturday, a Sunday, or a day when banks in New York, New York are authorized or required by Applicable Law to be closed.

        "Capital Contribution" means, with respect to any Member, the amount of money and the net agreed value of any property (other than money) contributed to the Company by such Member. Any

AMENDED AND RESTATED
TRANSLINK ITC FORMATION AGREEMENT

     This Amended and Restated TRANSLink ITC Formation Agreement (this Formation Agreement) is made and entered into as of this 14th day of November, 2002 by and among Northern States Power Company, a Minnesota corporation, Northern States Power Company (Wisconsin), a Wisconsin corporation, Public Service Company of Colorado, a Colorado corporation, and Southwestern Public Service Company, a New Mexico corporation (collectively, Xcel Energy), MidAmerican Energy Company, an Iowa corporation (MidAmerican), Interstate Power and Light Company, an Iowa corporation and formerly known as IES Utilities Inc. and/or Interstate Power Company (Alliant West), Corn Belt Power Cooperative, an Iowa cooperative corporation (Corn Belt Power Cooperative), and Omaha Public Power District, a political subdivision of the State of Nebraska (Omaha Public Power). Alliant West, Xcel Energy and MidAmerican are, together, the Private Power Participants. Omaha Public Power, Corn Belt Power Cooperative and, provided that it executes an operating agreement with TRANSLink (as defined below), Nebraska Public Power District, a political subdivision of the State of Nebraska (Nebraska Public Power District), are, together, the Public Power Participants.

     The signatories to this Formation Agreement and any other Person that, on the Closing Date, becomes a party to a Transfer Agreement or to the LLC Agreement, are, together, the Initial Participants.

RECITALS

     WHEREAS, the Initial Participants desire to facilitate the formation of a limited liability company under the laws of the State of Delaware which would satisfy the independence standards of FERC Order No. 2000, the name of which shall be TRANSLink Transmission Company, LLC (TRANSLink), for the purposes of engaging in the interstate transmission of electric energy;

     WHEREAS, in connection with the formation of TRANSLink, certain of the Initial Participants propose to organize a corporation under the laws of the State of Delaware, the name of which shall be TRANSLink Management Corporation (the Corporate Manager), to act as the managing member of TRANSLink, in which certain of the Initial Participants (or their Affiliates) will be members;

     WHEREAS, on September 25, 2001, promptly prior to the FERC Filing, certain of the Initial Participants entered into that certain TRANSLink ITC Formation Agreement (the Original Formation Agreement) to set forth the terms and conditions relating to the formation of TRANSLink and the organization of the Corporate Manager;

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     WHEREAS, on April 25, 2002, FERC issued an Order Authorizing Disposition of Jurisdictional Facilities and Participation in the Midwest ISO Regional Transmission Organization (the April 25^th Order), whereby FERC granted the proposals set forth in the FERC Filing, as modified subject to the April 25^th Order;

     WHEREAS, on June 5, 2002, certain of the Initial Participants (or their Affiliates) filed a Certificate of Formation of TRANSLink Development Company LLC (TRANSLink Development Company) with the Secretary of State of the State of Delaware in order to form an interim company to continue the tasks set forth in that certain Amended and Restated Memorandum of Understanding, dated January 17, 2001, by and among the Initial Participants (the January 17 MOU), and centralize their efforts in connection with the FERC Filing, to continue the establishment and formation of TRANSLink, and to pursue the establishment and organization of the Corporate Manager;

     WHEREAS, on June 7, 2002, in furtherance of the foregoing, (a) certain of the Initial Participants (or their Affiliates) entered into that certain Limited Liability Company Agreement of TRANSLink Development Company (as amended, the LLC Agreement of TRANSLink Development Company), (b) the Initial Participants, TRANSLink Development Company and Nebraska Public Power District entered into that certain Cost Sharing and Participation Agreement (as amended, the CSPA), and (c) the Initial Participants and Nebraska Public Power District terminated the January 17 MOU; and

     WHEREAS, the Initial Participants, that were parties to the Original Formation Agreement, now desire to amend and restate the Original Formation Agreement in accordance with the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Initial Participants, that were parties to the Original formation Agreement, hereby amend and restate the Original Formation Agreement in its entirety and adopt this Formation Agreement and agree as follows:

ARTICLE I
Definitions

     Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule of Definitions for Corporate Agreements, attached hereto as Schedule A.

ARTICLE II
Representations and Warranties of the Initial Participants

     Each Initial Participant represents and warrants that, as of the date of execution of this Formation Agreement:


130544

OPERATING AGREEMENT OF POWERTREE CARBON COMPANY, LLC

      THIS OPERATING AGREEMENT OF POWERTREE CARBON COMPANY, LLC (this "Agreement"), dated as of June 2, 2003, is made and entered into by the undersigned organizing members to form, and be hereby admitted as members of, a limited liability company to be named PowerTree Carbon Company, LLC, (the Company") under and pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101 et seq., as amended from time to time (the "Act"). This Agreement shall be deemed effective as of immediately prior to the filing of a certificate of formation (the "Certificate of Formation") for the Company under the Act. This Agreement will be binding upon additional members of the Company upon their admission as members of the Company in the manner provided in this Agreement.

      Whereas, the members intend that this Agreement memorialize the entire limited liability company agreement (as defined in Section 18-101(7) of the Act) of the Company as in effect at the time of formation of the Company;

      NOW, THEREFORE, intending to be legally bound, the members hereby agree as follows:

      SECTION 1.      Members. The members (each a "member") of the Company are the following (together with any other persons or entities admitted in the future as additional or substitute members of the Company in accordance with this Agreement and the Act):

AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CROSSTEX ENERGY, L.P.

        THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSTEX ENERGY, L.P. dated as of December 17, 2002, is entered into by and among Crosstex Energy GP, L.P., a Delaware limited partnership, as the General Partner, and Crosstex Energy Holdings Inc., a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

        Section 1.1    Definitions.     

        The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

        "Acquisition" means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the operating capacity or revenues of the Partnership Group from the operating capacity or revenues of the Partnership Group existing immediately prior to such transaction.

        "Additional Limited Partner" means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership.

        "Adjusted Capital Account" of a Partner means the Capital Account maintained for such Partner adjusted as provided herein. The balance of an Adjusted Capital Account at any time is the balance of the Capital Account at such time (a) increased by any amounts that such Partner is obligated at such time to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of losses and deductions that are reasonably expected at such time to be allocated to such Partner in subsequent taxable periods of the Partnership under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that are reasonably expected at such time to be made to such Partner in subsequent taxable periods to the extent they exceed offsetting increases to such Partner's Capital Account that are reasonably expected to occur during (or prior to) the taxable period in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The "Adjusted Capital Account" in respect of a General Partner Interest, a Common Unit, a Subordinated Unit or an Incentive Distribution Right or any other Partnership Interest shall be the amount which the Adjusted Capital Account of a Partner would be if such Partnership Interest were the only interest in the Partnership held by that Partner from and after the date on which such Partnership Interest was first issued.

        "Adjusted Operating Surplus" means, with respect to any period, Operating Surplus generated during such period (a) less (i) any net increase in Working Capital Borrowings with respect to such period and (ii) any net reduction in cash reserves for Operating Expenditures with respect to such period not relating to an Operating Expenditure made with respect to such period, and (b) plus (i) any net decrease in Working Capital Borrowings with respect to such period, and (ii) any net increase in

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cash reserves for Operating Expenditures with respect to such period required by any debt instrument for the repayment of principal, interest or premium. Adjusted Operating Surplus does not include that portion of Operating Surplus included in clause (a)(i) of the definition of Operating Surplus.

        "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

        "Agreed Allocation" means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1.

        "Agreed Value" of any item of property means the fair market value of such item of property as determined by the General Partner using such reasonable method of valuation as it may adopt. The General Partner shall, in its discretion, use such method as it deems reasonable and appropriate to allocate the aggregate Agreed Value of one or more properties that are contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to the fair market value of each such item of property.

        "Agreement" means this Amended and Restated Agreement of Limited Partnership of Crosstex Energy, L.P., as it may be amended, supplemented or restated from time to time.

        "Assignee" means a Non-citizen Assignee or a Person to whom one or more Limited Partner Interests have been transferred in a manner permitted under this Agreement and who has executed and delivered a Transfer Application as required by this Agreement, but who has not been admitted as a Substituted Limited Partner.

        "Associate" means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

        "Available Cash" means, with respect to any Quarter ending prior to the Liquidation Date:

        (a)  the sum of (i) all cash and cash equivalents of the Partnership Group on hand at the end of such Quarter, and (ii) all additional cash and cash equivalents of the Partnership Group on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter, less

        (b)  the amount of any cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner to (i) provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group) subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject and (iii) provide funds for distributions under Section 6.4 or 6.5 in respect of any one or more of the next four Quarters; provided, however, that the General Partner may not establish cash reserves pursuant to (iii) above if the effect of such reserves would be that the Partnership is unable to distribute the Minimum Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units, with respect to such Quarter; and, provided further, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
CROSSTEX ENERGY SERVICES, L.P.

        This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of CROSSTEX ENERGY SERVICES, L.P., dated as of December 17, 2002, is entered into by and between Crosstex Energy Services GP, LLC, a Delaware limited liability company, as the General Partner, and Crosstex Energy, L.P., a Delaware limited partnership, as the Limited Partner, together with any other Persons who hereafter become Partners in the Partnership or parties hereto as provided herein.

R E C I T A L S:

        WHEREAS, Crosstex Energy Services GP, LLC and Crosstex Energy, L.P. formed the Partnership pursuant to the Agreement of Limited Partnership of Crosstex Energy Services, L.P. dated as of November 1, 2002 (the "Prior Agreement") and a Certificate of Limited Partnership, which was filed with the Secretary of State of the State of Delaware on such date; and

        WHEREAS, the Partners of the Partnership now desire to amend the Prior Agreement to reflect additional contributions by the Partners and certain other matters.

        NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby amend the Prior Agreement and, as so amended, restate it in its entirety as follows:

ARTICLE I
DEFINITIONS

        Section 1.1    Definitions.     The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the MLP Agreement.

        "Additional Limited Partner" means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.3 and who is shown as such on the books and records of the Partnership.




        "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.




        "Agreement" means this Agreement of Limited Partnership of Crosstex Energy Services, L.P., as it may be amended, supplemented or restated from time to time.




        "Assets" means all assets conveyed, contributed or otherwise transferred, including any transfers of assets pursuant to the mergers set forth in the Contribution Agreements, to the Partnership Group prior to or on the Closing Date pursuant to the Contribution Agreements.




        "Assignee" means a Person to whom one or more Limited Partner Interests have been transferred in a manner permitted under this Agreement, but who has not been admitted as a Substituted Limited Partner.




        "Associate" means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or

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other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.




        "Available Cash" means, with respect to any Quarter ending prior to the Liquidation Date:






        (a)  the sum of (i) all cash and cash equivalents of the Partnership on hand at the end of such Quarter, and (ii) all additional cash and cash equivalents of the Partnership on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter, less




        (b)  the amount of any cash reserves that is necessary or appropriate in the reasonable discretion of the General Partner to (i) provide for the proper conduct of the business of the Partnership (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership) subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions under Section 6.4 or 6.5 of the MLP Agreement in respect of any one or more of the next four Quarters; provided, however, that the General Partner may not establish cash reserves pursuant to (iii) above if the effect of such reserves would be that the MLP is unable to distribute the Minimum Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units, with respect to such Quarter; and, provided further, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the General Partner so determines.




        Notwithstanding the foregoing, "Available Cash" with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.




        "Certificate of Limited Partnership" means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.




        "Closing Contribution Agreement" means that certain Contribution, Conveyance and Assumption Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the MLP General Partner, the MLP, Crosstex Energy Holdings Inc. and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder.




        "Closing Date" means the first date on which Common Units are sold by the MLP to the Underwriters pursuant to the provisions of the Underwriting Agreement.




        "Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.




        "Commission" means the United States Securities and Exchange Commission.




        "Contribution Agreements" mean, collectively, the First Contribution Agreement and the Closing Contribution Agreement.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
CROSSTEX ENERGY SERVICES, LTD.

        This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of CROSSTEX ENERGY SERVICES, LTD., dated as of                        , 2002, is entered into by and between Crosstex Energy Services GP, LLC, a Delaware limited liability company, as the General Partner, and Crosstex Energy, L.P., a Delaware limited partnership, as the Limited Partner, together with any other Persons who hereafter become Partners in the Partnership or parties hereto as provided herein.

R E C I T A L S:

        WHEREAS, Crosstex Energy Services GP, LLC and Crosstex Energy, L.P. formed the Partnership pursuant to the Agreement of Limited Partnership of Crosstex Energy Services, Ltd. dated as of                        , 2002 (the "Prior Agreement") and a Certificate of Limited Partnership, which was filed with the Secretary of State of the State of Delaware on such date; and

        WHEREAS, the Partners of the Partnership now desire to amend the Prior Agreement to reflect additional contributions by the Partners and certain other matters.

        NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby amend the Prior Agreement and, as so amended, restate it in its entirety as follows:

ARTICLE I
DEFINITIONS

        Section 1.1    Definitions.    The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the MLP Agreement.

        "Additional Limited Partner" means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.3 and who is shown as such on the books and records of the Partnership.




        "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.




        "Agreement" means this Agreement of Limited Partnership of Crosstex Energy Services, Ltd., as it may be amended, supplemented or restated from time to time.




        "Assets" means all assets conveyed, contributed or otherwise transferred, including any transfers of assets pursuant to the mergers set forth in the Contribution Agreement, to the Partnership Group prior to or on the Closing Date pursuant to the Contribution Agreement.




        "Assignee" means a Person to whom one or more Limited Partner Interests have been transferred in a manner permitted under this Agreement, but who has not been admitted as a Substituted Limited Partner.




        "Associate" means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or

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other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.




        "Available Cash" means, with respect to any Quarter ending prior to the Liquidation Date:




        (a)  the sum of (i) all cash and cash equivalents of the Partnership on hand at the end of such Quarter, and (ii) all additional cash and cash equivalents of the Partnership on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter, less




        (b)  the amount of any cash reserves that is necessary or appropriate in the reasonable discretion of the General Partner to (i) provide for the proper conduct of the business of the Partnership (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership) subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions under Section 6.4 or 6.5 of the MLP Agreement in respect of any one or more of the next four Quarters; provided, however, that the General Partner may not establish cash reserves pursuant to (iii) above if the effect of such reserves would be that the MLP is unable to distribute the Minimum Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units, with respect to such Quarter; and, provided further, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the General Partner so determines.




        Notwithstanding the foregoing, "Available Cash" with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.




        "Certificate of Limited Partnership" means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.




        "Closing Date" means the first date on which Common Units are sold by the MLP to the Underwriters pursuant to the provisions of the Underwriting Agreement.




        "Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.




        "Commission" means the United States Securities and Exchange Commission.




        "Contribution Agreement" means that certain Contribution, Conveyance and Assumption Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the MLP General Partner, the MLP, Crosstex Energy Holdings Inc., and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder.




        "Delaware Act" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. 17-101 et seq., as amended, supplemented or restated from time to time, and any successor to such statute.




        "Departing Partner" means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.