First-Quarter 2012 Earnings Conference Call. Clearfield Energy, Inc. Acquisition

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1 First-Quarter 2012 Earnings Conference Call Clearfield Energy, Inc. Acquisition May 8, 2012

2 Forward Looking Statements This presentation contains forward looking statements within the meaning of the federal securities laws. Forward looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results of Crosstex Energy, L.P. and its affiliates (collectively known as Crosstex ) may differ materially from those expressed in the forward-looking statements contained throughout this presentation and in documents filed with the SEC. Many of the factors that will determine these results are beyond Crosstex s ability to control or predict. These statements are necessarily based upon various assumptions involving judgments with respect to the future, including, among others, the ability to achieve synergies and revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments; capital markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets; weather conditions; business and regulatory or legal decisions; the pace of deregulation of retail natural gas and electricity; the timing and success of business development efforts; and other uncertainties. You are cautioned not to put undue reliance on any forward looking statement. Crosstex has no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise. 2

3 Crosstex Energy Strategically Located Assets Fractionator Processing Plant Storage Truck Unloading Station Brine Disposal Well Barge Terminal Rail Terminal Clearfield - Utica ~200 miles of crude & condensate pipeline Truck, rail, barge, and brine disposal facilities Permian Basin Apache JV 50 MMcf/d new build gas processing plant 20 MMcf/d refrigeration plant Mesquite fractionator and rail terminal North Texas ~840 miles of pipeline 3 processing plants 2 treating plants Cajun Sibon ~130-mile NGL pipeline from Mt. Belvieu to expanded fractionation assets in LA LIG ~2,100 miles of pipeline 2 processing plants 2 treating plants Eagle Ford Strategic investment in Howard Energy ~450 miles of pipeline Pipeline and plant construction operations PNGL ~440 miles of NGL pipeline 4 processing plants 3 fractionation facilities Crude Crude truck, rail and barge transloading facilities: Riverside: 4,500 Bbl/d existing + ~10,000 Bbl/d under construction Eunice: 3,000 Bbl/d existing 3

4 Crosstex Energy Committed to Growth Crosstex continues to effectively execute its growth and expansion strategy: Projected Capital Spend* (amounts in millions) Investments and Acquisitions Clearfield Energy, Inc. Acquisition $210 Howard Energy Partners - Meritage Investment 52 Sub-total Investments and Acquisitions $262 Organic Growth and Expansion Cajon Sabon Phase I $230 Clearfield Energy / Utica Shale Expansion - Post Acquisition 50 Permian Basin 29 PNGL Crude Terminals 21 Other Organic Growth 30 Sub-total Organic Growth And Expansion $360 Total Growth * $622 * Includes 2012 projected growth capital spending of $286 million, which excludes the Clearfield acquisition and post acquisition projects 4

5 Clearfield Energy, Inc. Transaction Overview The Transaction: Crosstex has entered into a definitive agreement to acquire privately held Clearfield Energy, Inc. at a purchase price of approximately $210 million Approximately a 9X EBITDA multiple which, based upon our current forecast, is expected to move to a 5X EBITDA multiple within three years with approximately $50 million additional capital investment Anticipated closing date July 2012 Financing will be provided through a combination of debt and equity The Company: Clearfield Energy, Inc: Has over 125 years of history in Ohio - Established in 1983 with the acquisition of Buckeye Pipeline s Mackburg Division, which was created in 1886 Provides fee-based crude and condensate services in Ohio, West Virginia, and Kentucky utilizing pipeline, rail, barge, and trucks Provides fee-based brine collection and disposal services in Ohio and West Virginia through four wholly owned and two joint venture disposal wells Handled approximately 30% of all oil production in Ohio and Kentucky and 55% in West Virginia, including the majority of new Utica Shale oil production Currently handling ~10,000 Bbl/d of crude/condensate and ~5,700 Bbl/d of brine Revenue mix: 75% crude/condensate and 25% brine 5

6 Clearfield Energy Asset Overview Truck Unloading Station Brine Disposal Well Barge Terminal Rail Terminal Existing Pipeline Assets include: - 4,500 Bbl/hr barge terminal on the Ohio River - 20 car-28,000 Bbl/d (expanding to 40 car- 56,000 Bbl/d by end of 2012) rail loading terminal on the Ohio Central Railroad - ~120 miles of 8 pipeline in Ohio (Current capacity 10,000Bbl/d) - ~80 miles of 6 pipeline in West Virginia (Current capacity 7,000Bbl/d) - Over 2,500 miles of unused ROW - ~100,000 Bbls of above ground storage - 4 wholly owned brine disposal wells, 2 joint venture disposal wells, 1 additional well currently being completed and 1 being permitted - Extensive fleet of trucks (Current capacity 35,000 Bbl/d) 6 Source: Ohio Department of Natural Resources

7 Why acquire Clearfield Energy? 1. Geographic diversification: Entry into the prolific production areas of Ohio, West Virginia, and Kentucky, with a footprint in the rapidly developing Utica Shale and opportunities for growth in the Marcellus Shale 2. Service diversification: Business includes crude oil pipelines, a barge loading terminal on the Ohio River, a rail loading terminal on the Ohio Central Railroad network, a trucking fleet, and brine water disposal wells Expanded logistics capabilities to be leveraged for use in other operating areas 3. Platform for additional growth: Known and established business and customer relationships in Ohio with first mover advantage in the area Provides local presence, existing workforce Competitive advantage providing trucking for first barrels and salt water disposal, followed by pipeline gathering, gas gathering, and other services Ability to provide producers with market optionality Opportunity to capitalize on existing capacity: Truck fleet has ~20,000 Bbl/d of available capacity Existing pipeline system capacity can be quickly expanded to ~27,000 Bbl/d with minimal capital investment 7

8 Utica Shale Activity Permit Count Rig Count Utica-Point Pleasant Core Play Area in Ohio Source: Public Filings Clearfield Source: Ohio Department of Natural Resources Source: Smith Bits 8

9 Clearfield Energy Growth & Expansion Opportunities First Mover in Rapidly Developing Utica Shale Crude & Condensate Brine / Water Project 1: Secure agreements to handle increased volumes due to Utica Shale production growth Project 2: Establish gateways to additional markets secured by volume commitments or producer joint venture arrangements Project 3: Establish export agreements with western Canada diluent market customers Project 1: Secure agreements to utilize capacity of additional brine disposal wells Project 2: Maximize capability to gather combined crude/water product from producer wells for separation at Clearfield facilities Gathering, Transport, Processing & Fractionation Project 1: Leverage existing Clearfield platform and unused rightof-way along with Crosstex producer relationships to expand into natural gas and NGL gathering, transportation, processing and fractionation in the Utica Improved efficiency / pricing Project 1: Upgrade technology to achieve efficiency gains in trucking operations Project 2: Combine product offerings to increase price competitiveness 9

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