SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of among Southcross Energy Partners, L.P., as Borrower, Wells Fargo Bank, N.A., as Administrative Agent, [ ], as Co-Syndication Agents, [ ], as Co-Documentation Agents, and The Lenders Party HeretoCredit Agreement • October 16th, 2012 • Southcross Energy Partners, L.P. • Natural gas transmission • Texas
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of [ ], 2012, is among: Southcross Energy Partners, L.P., a Delaware limited partnership (the “Borrower”); each of the Lenders from time to time party hereto; Wells Fargo Bank, N.A. (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); [ ], as co-syndication agents for the Lenders (in such capacity, together with their successors in such capacity, the “Co-Syndication Agents”); [ ], as co-documentation agents for the Lenders (in such capacity, together with their successors in such capacity, the “Co-Documentation Agents”); and, for the limited purposes set forth herein, Southcross Energy LLC, a Delaware limited liability company (the “Existing Borrower”).
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOUTHCROSS ENERGY PARTNERS GP, LLC A Delaware Limited Liability Company Dated as of , 2012Limited Liability Company Agreement • October 16th, 2012 • Southcross Energy Partners, L.P. • Natural gas transmission • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Southcross Energy Partners GP, LLC (the “Company”), a limited liability company organized under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”), is made and entered into as of this [·] day of [·], 2012 by Southcross Energy LLC, a Delaware limited liability company (“Holdings”), the sole member of the Company.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • October 16th, 2012 • Southcross Energy Partners, L.P. • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of [ · ], 2012 (this “Agreement”), is by and among Southcross Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Southcross Energy Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Southcross Energy LLC, a Delaware limited liability company (“Holdings”), and Southcross Energy Operating, LLC, a Delaware limited liability company (“OLLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
Southcross Energy Partners, L.P. [ ] Common Units Representing Limited Partner Interests Underwriting AgreementSouthcross Energy Partners, L.P. • October 16th, 2012 • Natural gas transmission • New York
