0001047469-13-004340 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOUTHCROSS ENERGY PARTNERS, L.P. A Delaware Limited Partnership Dated as of April 12, 2013
Southcross Energy Partners, L.P. • April 15th, 2013 • Natural gas transmission • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOUTHCROSS ENERGY PARTNERS, L.P. dated as of April 12, 2013, is entered into by and between Southcross Energy Partners GP, LLC, a Delaware limited liability company, as the General Partner, and the other Persons who become Partners in the Partnership or parties hereto as provided herein.

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SERIES A CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT among SOUTHCROSS ENERGY PARTNERS, L.P. and SOUTHCROSS ENERGY LLC dated as of April 12, 2013
Series a Convertible Preferred Unit • April 15th, 2013 • Southcross Energy Partners, L.P. • Natural gas transmission • Delaware

This SERIES A CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT, dated as of April 12, 2013 (this “Agreement”), is entered into by and between Southcross Energy Partners, L.P., a Delaware limited partnership (“Southcross”), and Southcross Energy LLC, a Delaware limited liability company (the “Purchaser”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2013 • Southcross Energy Partners, L.P. • Natural gas transmission • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of April 12, 2013 (this “Agreement”), is entered into by and between Southcross Energy Partners, L.P., a Delaware limited partnership (“Southcross”), and Southcross Energy LLC, a Delaware limited liability company (the “Purchaser”).

LIMITED WAIVER AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 15th, 2013 • Southcross Energy Partners, L.P. • Natural gas transmission • Texas

THIS LIMITED WAIVER AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into effective as of the 12th day of April, 2013, among SOUTHCROSS ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), WELLS FARGO BANK, N.A., a national banking association, as the Administrative Agent (the “Administrative Agent”), and each of the Lenders (as defined below) that has executed this Amendment (the “Consenting Lenders”).

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