Summary of CROSSTEX ENERGY LP

Entry into a Material Definitive Agreement, Other Events, Financial Statements

Item 1.01. Entry into a Material Definitive Agreement.

On March 1, 2013, Crosstex Energy, L.P. (the "Partnership") entered into an Equity Distribution Agreement (the "Agreement") with BMO Capital Markets Corp. ("BMOCM"). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through BMOCM, as the Partnership's sales agent, the common units representing limited partner interests in the Partnership having an aggregate offering price of up to $75,000,000 (the "Units"). Sales of the Units, if any, will be made by means of ordinary brokers' transactions through the facilities of the Nasdaq Global Select Market LLC at market prices, in block transactions or as otherwise agreed by the Partnership and BMOCM.

Under the terms of the Agreement, the Partnership may also sell Units from time to time to BMOCM as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to BMOCM as principal would be pursuant to the terms of a separate terms agreement between the Partnership and BMOCM.

The offer and sale of the Units will be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Partnership's shelf registration statement on Form S-3 (Registration No. 333-166663) (the "Registration Statement"), which was declared effective by the Securities and Exchange Commission on May 21, 2010.

In the Agreement, the Partnership agreed to indemnify BMOCM against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that BMOCM 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 Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference.

Item 8.01. Other Events.

The Partnership is filing the opinions of Baker Botts L.L.P. relating to the Units as part of this Current Report that are to be incorporated by reference into the Registration Statement. The opinions of Baker Botts L.L.P. are filed herewith as Exhibits 5.1 and 8.1 and are incorporated herein by reference.

The Partnership is filing the Summary Compensation Table for its named executive officers to correct a clerical error in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 1, 2013. The Summary Compensation Table is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)                 Exhibits.



EXHIBIT
NUMBER                                      DESCRIPTION

1.1          -    Equity Distribution Agreement, dated March 1, 2013, by and
                  between the Partnership and BMO Capital Markets Corp.
5.1          -    Opinion of Baker Botts L.L.P.

8.1    -   Opinion of Baker Botts L.L.P. as to certain tax matters.
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 8.1).
99.1   -   Summary Compensation Table.