exv10w2

Exhibit 10.2

FIRST AMENDMENT

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of the 24^th day of February, 2006 by and among each of the persons listed on the signature pages hereof as banks (the “Banks”), Crosstex Energy, L.P., a Delaware limited partnership (the “Borrower”), and Bank of America, N.A., as administrative agent (the “Administrative Agent”).

BACKGROUND

A. The Banks, the Administrative Agent and the Borrower are parties to that certain Fourth Amended and Restated Credit Agreement dated as of November 1, 2005 (the “Credit Agreement”). Terms defined in the Credit Agreement and not otherwise defined herein have the same respective meanings when used herein.

B. The Borrower intends to amend the Note Agreement in order to increase the outstanding principal amount of the Note Obligations by $60,000,000.

C. The Borrower has requested, and the Majority Banks have agreed, to (1) consent to the issuance of Debt under the Note Agreement in an aggregate principal amount not to exceed $260,000,000, and (2) make certain other amendments to the Credit Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the Borrower and the Majority Banks (which are all of the Banks required under the Credit Agreement to make the amendments and give the consents contemplated hereunder) hereto covenant and agree as follows:

Section 1. Amendments. The Credit Agreement is hereby amended as follows:

(a) Section 6.02(j) of the Credit Agreement is hereby amended in its entirety as follows:

(j) Debt under the Note Agreement in an aggregate principal amount not to exceed $260,000,000; and

(b) Section 6.17(a) of the Credit Agreement is hereby amended by replacing “$200,000,000” with “$260,000,000”.

Section 2. Consent and Waiver. The Majority Banks hereby consent to the Letter Amendment No. 3 to the Note Agreement to permit the increase of the outstanding principal amount of Note Obligations by $60,000,000 for a total of $260,000,000. This consent is limited to the extent described herein and shall not be construed to be a consent to or a waiver of any other actions prohibited by the Credit Agreement or any other Credit Document.

Section 3. Conditions Precedent. This Amendment shall become effective as of the date first set forth above when the Administrative Agent shall have received all of the following, each dated the date hereof, in form and substance satisfactory to the Administrative Agent and in the number of originals requested by the Administrative Agent:

(a) this Amendment, duly executed by the Borrower, the Guarantors, the Majority Banks and the Administrative Agent; and

(b) an executed copy of the Letter Amendment No. 3 to Note Agreement, certified by a Responsible Officer as being a true and correct copy of such document, in form and substance reasonably acceptable to the Administrative Agent.

Section 4. Representations and Warranties. The Borrower represents and warrants to the Banks and the Administrative Agent as set forth below:

(a) The execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s legal powers, have been duly authorized by all necessary partnership action and do not (i) contravene the Borrower Partnership Agreement, (ii) violate any applicable Governmental Rule, the violation of which could reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or lease, or any other contract or instrument binding on or affecting the Borrower or any Subsidiary or any of their respective properties, the conflict, breach or default of which could reasonably be expected to have a Material Adverse Effect, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower, other than Liens permitted by the Credit Agreement.

(b) No Governmental Action is required for the due execution, delivery or performance by the Borrower of this Amendment.

(c) Assuming due execution and delivery by the Majority Banks and the Administrative Agent, this Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in any proceeding in law or in equity).

(d) The execution, delivery and performance of this Amendment do not adversely affect the enforceability of any Lien of the Security Documents.

(e) The quarterly and annual financial statements most recently delivered to the Banks pursuant to Sections 5.01(c) and (d) of the Credit Agreement fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and the Consolidated results of the operations of the Borrower and its Subsidiaries for the respective fiscal periods ended on such dates, all in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments and the absence of footnotes in the case of the quarterly financial statements). Since

December 31, 2004, no Material Adverse Effect has occurred. The Borrower and its Subsidiaries have no material contingent liabilities except as disclosed in such financial statements or the notes thereto.

(f) There is no pending or, to the knowledge of the Borrower, threatened action or proceeding affecting the Borrower or any Subsidiary before any Governmental Person, referee or arbitrator that could reasonably be expected to have a Material Adverse Effect.

(g) No event has occurred and is continuing, or would result from the effectiveness of this Amendment, which constitutes a Default.

Section 5. Reference to and Effect on the Credit Agreement.

(a) On and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, and each reference in the other Credit Documents to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Amendment.

(b) Except as specifically amended above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all obligations stated to be secured thereby under the Credit Documents.

(c) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Bank under any of the Credit Documents or constitute a waiver of any provision of any of the Credit Documents.

Section 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of an originally executed counterpart of this Amendment.

Section 7. Governing Law; Binding Effect. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, and shall be binding upon the Borrower, the Administrative Agent, each Bank and their respective successors and assigns.

Section 8. Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative

Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

Executed as of the 24^th day of February, 2006.


CROSSTEX ENERGY, L.P.

By:	Crosstex Energy GP, L.P.,
	General Partner

By:	Crosstex Energy GP, LLC,
	General Partner

	By:	/s/ Gysle R. Shellum
		Gysle R. Shellum
		Vice President — Finance

BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent

By:	/s/ Matthew C. Correia

	Matthew C. Correia
	Assistant Vice President

BANK OF AMERICA, N.A.,
as a Bank and an Issuing Bank

By:	/s/ Gregory B. Hanson

	Gregory B. Hanson
	Vice President

UNION BANK OF CALIFORNIA, N.A.

By:	/s/ Dustin Gaspari

Name:	Dustin Gaspari
Title:	Vice President

SUNTRUST BANK

By:	/s/ Peter Panos

Name:	Peter Panos
Title:	Vice President


		HARRIS NESBITT FINANCING, INC.,

		By:		/s/ James V. Ducote
		Name:		James V. Ducote
		Title:		Vice President

		WACHOVIA BANK, NATIONAL ASSOCIATION

		By:		/s/ Dwight Battle
		Name:		Dwight Battle
		Title:		Vice President

		BAYERISCHE HYPO-UND VEREINSBANK
		AG, NEW YORK BRANCH

		By:		/s/ William W. Hunter
		Name:		William W. Hunter
		Title:		Director

		By:		/s/ Shannon Batchman
		Name:		Shannon Batchman
		Title:		Director

		BNP PARIBAS

		By:		/s/ Matthieu Milandri
		Name:		Matthieu Milandri
		Title:		Vice President

		By:		/s/ Larry Robinson
		Name:		Larry Robinson
		Title:		Director

		CITIBANK, N.A.

		By:
		Name:
		Title:


		SCOTIABANC INC.

		By:
		Name:
		Title:


		WESTLB AG, NEW YORK BRANCH

		By:		/s/ Duncan Robertson
		Name:		Duncan Robertson
		Title:		Executive Director

		By:		/s/ James McPartlan
		Name:		James McPartlan
		Title:		Managing Director

		ROYAL BANK OF CANADA

		By:		/s/ Lorne Gartner
		Name:		Lorne Gartner
		Title:		Authorized Signatory

		U.S. BANK NATIONAL ASSOCIATION

		By:		/s/ Mark E. Thompson
		Name:		Mark E. Thompson
		Title:		Vice President

		THE BANK OF TOKYO-MISTUBISHI UFJ LTD.,
		New York Branch
		(successor by merger to UFJ Bank Limited)

		By:		/s/ Takeshi Takahashi
		Name:		Takeshi Takahashi
		Title:		Senior Vice President & Group Head

		FORTIS CAPITAL CORP.

		By:		/s/ Darrell Holley

		Name:		Darrell Holley
		Title:		Managing Director

		By:		/s/ Casey Lowary
		Name:		Casey Lowary
		Title:		Senior Vice President

		GUARANTY BANK

		By:		/s/ Jim R. Hamilton
		Name:		Jim R. Hamilton
		Title:		Senior Vice President


		JPMORGAN CHASE BANK N.A.

		By:		/s/ Tara Narasiman
		Name:		Tara Narasiman
		Title:		Associate

		NATEXIS BANQUES POPULAIRES

		By:		/s/ Daniel Payer
		Name:		Daniel Payer
		Title:		Vice President

		By:		/s/ Louis P. Laville, III
		Name:		Louis P. Laville, III
		Title:		Group Manager

		WELLS FARGO BANK, N.A.

		By:
		Name:
		Title:


		KEY BANK, N.A.

		By:		/s/ Thomas Rajan
		Name:		Thomas Rajan
		Title:		Vice President

		COMERICA BANK

		By:		/s/ Peter L. Sefzik
		Name:		Peter L. Sefzik
		Title:		Vice President

		SUMITOMO MITSUI BANKING
		CORPORATION

		By:		/s/ William M. Ginn
		Name:		William M. Ginn
		Title:		General Manager

		SOCIÉTÉ GÉNÉRALE

		By:		/s/ Graeme R. Bullen
		Name:		Graeme R. Bullen
		Title:		Director

Each of the undersigned, as guarantors under the Second Amended and Restated Subsidiary Guaranty dated as of November 1, 2005 (the “Guaranty”), hereby (a) consents to this Amendment, and (b) confirms and agrees that the Guaranty is and shall continue to be in full force and effect and is ratified and confirmed in all respects, except that, on and after the effective date of the Amendment each reference in the Guaranty to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or any other expression of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified by this Amendment.


		CROSSTEX ENERGY SERVICES, L.P.

		By: Crosstex Operating GP, LLC, its general
		partner

		By:		/s/ Gysle R. Shellum
				Gysle R. Shellum
				Vice President — Finance

		CROSSTEX OPERATING GP, LLC
		CROSSTEX ENERGY SERVICES GP, LLC
		CROSSTEX LIG, LLC
		CROSSTEX TUSCALOOSA, LLC
		CROSSTEX LIG LIQUIDS, LLC
		CROSSTEX PIPELINE, LLC
		CROSSTEX PROCESSING SERVICES, LLC
		CROSSTEX PELICAN, LLC

		By:		/s/ Gysle R. Shellum
				Gysle R. Shellum
				Vice President — Finance


		CROSSTEX ACQUISITION MANAGEMENT, L.P.
		CROSSTEX MISSISSIPPI PIPELINE, L.P.
		CROSSTEX SEMINOLE GAS, L.P.
		CROSSTEX ALABAMA GATHERING SYSTEM, L.P.
		CROSSTEX MISSISSIPPI INDUSTRIAL GAS SALES, L.P.
		CROSSTEX GULF COAST TRANSMISSION LTD.
		CROSSTEX GULF COAST MARKETING LTD.
		CROSSTEX CCNG GATHERING LTD.
		CROSSTEX CCNG PROCESSING LTD.
		CROSSTEX CCNG TRANSMISSION LTD.
		CROSSTEX TREATING SERVICES, L.P.
		CROSSTEX NORTH TEXAS PIPELINE, L.P.
		CROSSTEX NORTH TEXAS GATHERING, L.P.
		CROSSTEX NGL MARKETING, L.P.
		CROSSTEX NGL PIPELINE, L.P.

		By: Crosstex Energy Services GP, LLC, general
		partner of each above limited partnership

		By:		/s/ Gysle R. Shellum
				Gysle R. Shellum
				Vice President — Finance

		CROSSTEX PIPELINE PARTNERS, LTD.

		By: Crosstex Pipeline, LLC, its general partner

		By:		/s/ Gysle R. Shellum
				Gysle R. Shellum
				Vice President — Finance

		SABINE PASS PLANT FACILITY JOINT
		VENTURE

		By: Crosstex Processing Services, LLC, as general partner, and
		By: Crosstex Pelican, LLC, as general partner

		By:		/s/ Gysle R. Shellum
				Gysle R. Shellum
				Vice President — Finance


		STERLING BANK

		By:		/s/ Jeff A. Forbis
		Name:		Jeff A. Forbis
		Title:		Senior Vice President

		COMPASS BANK

		By:		/s/ Dorothy Marchand
		Name:		Dorothy Marchand
		Title:		Senior Vice President

		BANK OF SCOTLAND

		By:		/s/ Karen Weich
		Name:		Karen Weich
		Title:		Assistant Vice President

		MIZUHO CORPORATE BANK, LTD.

		By:
		Name:
		Title:


		NATIONAL CITY CORPORATION

		By:		/s/ Stephen Monto
		Name:		Stephen Monto
		Title:		Vice President