0001193125-17-000869 Sample Contracts

WAIVER AND FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • January 3rd, 2017 • Southcross Energy Partners, L.P. • Natural gas transmission • New York

THIS THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of August 4, 2014, 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”); UBS Securities LLC and Barclays Bank PLC, as co-syndication agents for the Lenders (in such capacity, together with their successors in such capacity, the “Co-Syndication Agents”); and JPMorgan Chase Bank, N.A. as Documentation Agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).

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FIRST AMENDMENT TO EQUITY CURE CONTRIBUTION AGREEMENT
Equity Cure Contribution Agreement • January 3rd, 2017 • Southcross Energy Partners, L.P. • Natural gas transmission

THIS FIRST AMENDMENT TO EQUITY CURE CONTRIBUTION AGREEMENT (this “Amendment”) is entered into effective as of December 29, 2016 (the “Amendment Effective Date”), between SOUTHCROSS ENERGY PARTNERS, L.P., a Delaware limited partnership (“SXE”) and SOUTHCROSS HOLDINGS LP, a Delaware limited partnership (“Southcross Holdings”). Unless otherwise defined herein, all capitalized terms used herein that are defined in the Contribution Agreement referred to below shall have the meanings given such terms in the Contribution Agreement, as amended hereby.

INVESTMENT AGREEMENT
Investment Agreement • January 3rd, 2017 • Southcross Energy Partners, L.P. • Natural gas transmission • New York

This Investment Agreement (this “Agreement”) is made as of December 29, 2016 (the “Effective Date”), by and among Southcross Energy Partners, L.P., a Delaware limited partnership (“SXE”), Southcross Holdings LP, a Delaware limited partnership (“Southcross Holdings”), and Wells Fargo Bank, N.A., as administrative agent under the SXE Revolving Credit Agreement (as defined below) (the “Administrative Agent”). SXE, Southcross Holdings, and the Administrative Agent are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Ladies and Gentlemen: This Backstop Investment Commitment Letter (this “Letter Agreement”) is made as of December 29, 2016 by and among:
Letter Agreement • January 3rd, 2017 • Southcross Energy Partners, L.P. • Natural gas transmission • New York
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