Underwriting Agreement

On January 9, 2013, Crosstex Energy, L.P. (the "Partnership") entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), with respect to the issuance and sale in an underwritten public offering by the Partnership of 7,500,000 common units representing limited partner interests of the Partnership ("Common Units") for a price of $15.15 per Common Unit ($14.55 per Common Unit, net of underwriting discount) (the "Public Offering"). The Underwriters were also granted a 30-day option to purchase up to an additional 1,125,000 Common Units from the Partnership. On January 9, 2013, the Underwriters exercised such option in full.

The offer and sale of the Common Units were registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a shelf registration statement on Form S-3 (File No. 333-166663) (the "Registration Statement"), which was declared effective by the Securities and Exchange Commission on May 21, 2010. The closing of the Public Offering, including the additional 1,125,000 Common Units pursuant to the exercise of the Underwriters' option, is expected to occur on January 14, 2013, subject to customary closing conditions.

In the Underwriting Agreement, the Partnership agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The foregoing description is qualified in its entirety by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference.

Purchase Agreement

Concurrently with its entry into the Underwriting Agreement, on January 9, 2013, the Partnership entered into a privately negotiated Common Unit Purchase Agreement (the "Purchase Agreement") with MTP Energy Master Fund Ltd, Magnetar Capital Fund II LP, Hipparchus Fund LP, Magnetar Global Event Driven Fund LLC, Blackwell Partners LLC and Magnetar Structured Credit Fund LP (collectively, the "Purchasers") to issue and sell an aggregate of 2,700,000 Common Units for a purchase price of $14.55 per unit, which equates to the net price per unit received by the Partnership in the Public Offering, after deducting underwriting discounts and commissions (the "Concurrent Sale").

The offer and sale of the Common Units in the Concurrent Sale were registered under the Securities Act pursuant to the Registration Statement. The closing of the Concurrent Sale is expected to occur on January 14, 2013, subject to customary closing conditions.

Each of the Purchasers has agreed not to sell or otherwise transfer the purchased Common Units for a period of 60 days after January 9, 2013.

The description of the Purchase Agreement above does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On January 8, 2013, the Partnership issued a press release announcing its intention to commence the Public Offering and the Concurrent Sale. On January 9, 2013, the Partnership issued a press release announcing the pricing of the Common Units to be issued and sold pursuant to the Public Offering and the Concurrent Sale. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in Exhibits 99.1 and 99.2 is deemed to be furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

In connection with the Public Offering and the Concurrent Sale, the Partnership is filing the opinions of Baker Botts L.L.P. as part of this Current Report that is to be incorporated by reference into the Registration Statement. The opinions of Baker Botts L.L.P. are filed herewith as Exhibits 5.1, 5.2, 8.1 and 8.2 and are incorporated herein by reference.

(d) Exhibits.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Exhibits 99.1 and 99.2 is deemed to be furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

EXHIBIT
NUMBER                                   DESCRIPTION

1.1     -     Underwriting Agreement, dated as of January 9, 2013, by and among
              the Partnership and the Underwriters named therein.
5.1     -     Opinion of Baker Botts L.L.P.
5.2     -     Opinion of Baker Botts L.L.P.
8.1     -     Opinion of Baker Botts L.L.P. as to certain tax matters.
8.2     -     Opinion of Baker Botts L.L.P. as to certain tax matters.
10.1    -     Common Unit Purchase Agreement, dated as of January 9, 2013, by
              and among the Partnership and each of the Purchasers set forth on
              Schedule A thereto.

23.1 - Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
23.2 - Consent of Baker Botts L.L.P. (included in Exhibit 5.2).
23.3 - Consent of Baker Botts L.L.P. (included in Exhibit 8.1).
23.4 - Consent of Baker Botts L.L.P. (included in Exhibit 8.2).
99.1 - Press Release, dated January 8, 2013.
99.2 - Press Release, dated January 9, 2013.