FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOUTHCROSS ENERGY PARTNERS, L.P. A Delaware Limited Partnership Dated as of November 7, 2012Limited Partnership Agreement • November 13th, 2012 • Southcross Energy Partners, L.P. • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOUTHCROSS ENERGY PARTNERS, L.P. dated as of November 7, 2012, is entered into by and between Southcross Energy Partners GP, LLC, a Delaware limited liability company, as the General Partner, and Southcross Energy LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 7, 2012 among Southcross Energy Partners, L.P., as Borrower, Wells Fargo Bank, N.A., as Administrative Agent, Citibank, N.A. and SunTrust Bank, as Co-Syndication Agents, Barclays Bank...Credit Agreement • November 13th, 2012 • Southcross Energy Partners, L.P. • Natural gas transmission • Texas
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 7, 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”); Citibank, N.A. and SunTrust Bank, as co-syndication agents for the Lenders (in such capacity, together with their successors in such capacity, the “Co-Syndication Agents”); Barclays Bank PLC, JPMorgan Chase Bank, N.A., and Compass Bank, 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOUTHCROSS ENERGY PARTNERS GP, LLC A Delaware Limited Liability Company Dated as of November 7, 2012Limited Liability Company Agreement • November 13th, 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 7th day of November, 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 • November 13th, 2012 • Southcross Energy Partners, L.P. • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of November 7, 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.
