Blackstone Inc. — Director's Dealing 2010

Jan 19, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CROSSTEX ENERGY LP (XTEX)
CIK: 0001179060
Period of Report: 2010-01-06

Reporting Person: GSO Crosstex Holdings LLC (10% Owner)
Reporting Person: Blackstone / GSO Capital Solutions Fund LP (10% Owner)
Reporting Person: Blackstone / GSO Capital Solutions Associates LLC (10% Owner)
Reporting Person: GSO Holdings I LLC (10% Owner)
Reporting Person: Blackstone Holdings I L.P. (10% Owner)
Reporting Person: Goodman Bennett J (10% Owner)
Reporting Person: Smith J Albert III (10% Owner)
Reporting Person: Ostrover Douglas I (10% Owner)
Reporting Person: Blackstone Holdings I/II GP Inc (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Units	$0		Common Units (14705882)		Indirect

Footnotes

F1: Pursuant to the purchase transaction (the "Purchase Transaction") entered into by GSO Crosstex Holdings LLC ("GSO Crosstex") and Crosstex Energy, L.P. ("XTEX"), as described in the Series A Convertible Preferred Unit Purchase Agreement (the "Purchase Agreement"), dated as of January 6, 2010, and the related Amendment No.3 to the Sixth Amended and Restated Agreement of Limited Partnership of XTEX (the "LP Agreement"), dated as of January 19, 2010, the Series A Convertible Preferred Units (the "Preferred Units") are convertible on a one-for-one basis into Common Units of XTEX ("Common Unit"). GSO Crosstex will also receive a quarterly distribution, which will be the greater of $0.2125 per Preferred Unit, or the amount of the quarterly distribution paid to holders of Common Units, subject to certain adjustments. (Continue in footnote 2)

F2: Such quarterly distribution per Common Unit may be paid in cash, in additional Preferred Units issued in kind or any combination thereof, provided that XTEX may not pay distributions in-kind for any quarter in which cash distributions are paid on the Common Units. In addition, GSO Crosstex has the right to appoint a director to the Board of Directors of Crosstex Energy GP, LLC, which is the general partner of the general partner of XTEX.

F3: The Preferred Units are convertible by GSO Crosstex at any time following the closing of the Purchase Transaction, which occurred on January 19, 2010, and by XTEX three years after the closing of the Purchase Transaction, subject to the parties meeting certain conditions.

F4: Not applicable.

F5: GSO Crosstex holds 14,705,882 Preferred Units of XTEX. Blackstone / GSO Capital Solutions Fund LP is the holder of a majority of the membership interests of GSO Crosstex. Blackstone / GSO Capital Solutions Associates LLC is the general partner of Blackstone / GSO Capital Solutions Fund LP. GSO Holdings I LLC is the managing member of Blackstone / GSO Capital Solutions Associates LLC. Blackstone Holdings I L.P. is the sole member of GSO Holdings I LLC. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C. (Continued in footnote 5).

F6: In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover, each of whom serves as an executive of GSO Holdings I LLC, which is an affiliate of Blackstone / GSO Capital Solutions Associates LLC, may have shared investment control with respect to the Preferred Units held by GSO Crosstex.

F7: Due to the limitations of the electronic filing system, Blackstone Group Management L.L.C. and Mr. Stephen A. Schwarzman are filing a separate Form 3.

F8: Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F9: Each of the Reporting Persons, other than GSO Crosstex, disclaims beneficial ownership of the securities held by GSO Crosstex, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons, other than GSO Crosstex, states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.