Item 1.01.     Entry Into a Material Definitive Agreement.

The information included, or incorporated by reference, in Item 2.03 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 1.01 of this Report.

Item 2.03.      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 3, 2010, Crosstex Energy, L.P. (the “Partnership”), Crosstex Energy Finance Corporation (“FinCo” and, together with the Partnership, the “Issuers”) and certain subsidiary guarantors (the “Guarantors”) entered into a Purchase Agreement (the “Purchase Agreement”) with Banc of America Securities LLC, as representative of a group of initial purchasers (collectively, the “Initial Purchasers”), pursuant to which the Issuers agreed to sell $725 million in aggregate principal amount of the Issuers’ 8.875% senior unsecured notes due 2018 (the “Notes”). The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuers offered and will issue the Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S.

The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers and the Guarantors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Issuers also agreed not to issue certain debt securities for a period of 45 days after February 3, 2010 without the prior written consent of Banc of America Securities LLC. In addition, the Purchase Agreement contemplates the execution of a registration rights agreement relating to the Notes.

The description set forth above is qualified in its entirety by the Purchase Agreement, which is filed with this Report as Exhibit 10.1 and is incorporated herein by reference.

The Partnership intends to use the net proceeds of this offering, together with borrowings under its new senior secured credit facility, to repay amounts outstanding under the Partnership’s existing credit facility and senior secured notes and to pay related fees, costs and expenses, including the settlement of interest rate swaps associated with the existing credit facility. Affiliates of each of certain of the Initial Purchasers are lenders under the Partnership’s existing credit facility and therefore will receive a portion of the proceeds as repayment of indebtedness.

Item 8.01.      Other Events.

On February 3, 2010, the Partnership issued a press release announcing the pricing of the Notes offering. A copy of the Partnership’s press release announcing the pricing is filed as Exhibits 99.1 to this Report and is incorporated herein by reference.

Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS