Revolving Credit Agreement [Amended and Restated No. 3] (2015)Full Document 

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FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Amendment") is entered into effective as of the 7th day of May, 2015 the "First Amendment Effective Date"), 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 the undersigned Lenders (as defined below). Unless otherwise defined herein, all capitalized terms used herein that are defined in the Credit Agreement referred to below shall have the meanings given such terms in the Credit Agreement, as amended hereby.

W I T N E S S E T H

WHEREAS, the Borrower, the Administrative Agent and the financial institutions party thereto as lenders (the "Lenders") are parties to that certain Third Amended and Restated Revolving Credit Agreement dated as of August 4, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, pursuant to the Credit Agreement, the Lenders have made Loans to the Borrower and provided certain other credit accommodations to the Borrower;

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend certain terms and provisions of the Credit Agreement to, among other things, (a) provide for the treatment of certain asset contributions to the Borrower as Equity Cure Contributions, (b) amend the maximum Consolidated Total Leverage Ratio permitted from time to time, and (c) provide for certain pro forma adjustments in the calculation of Annualized Consolidated EBITDA, in each case as more particularly described in this Amendment; and

WHEREAS, subject to the terms and conditions set forth herein, the Lenders have agreed to the Borrower’s requests as set forth in this Amendment.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Borrower, the Administrative Agent and the Lenders hereby agree as follows:

SECTION 1 Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to the satisfaction of each condition precedent set forth in Section 2 hereof, the Credit Agreement shall be amended effective as of the First Amendment Effective Date in the manner provided in this Section 1.

1.1 Additional Definitions. Section 1.02 of the Credit Agreement shall be amended to add each of the following definitions to such section in alphabetical order:

"Distributable Cash Flow" has the meaning assigned to such term in the Partnership Agreement as in effect on the First Amendment Effective Date.


"Equity Cure Credit Amount" means, in connection with the Borrower’s exercise of the Equity Cure Right in respect of any Equity Cure Test Date, an amount elected by the Borrower pursuant to Section 9.01(e)(ii), in lieu of an Equity Cure Contribution, to be credited in satisfaction of all or any portion of the requisite Equity Cure Amount with respect to such Equity Cure Test Date, which amount may not exceed the difference of (a) $13,000,000 minus (b) the cumulative amount of Equity Cure Credit Amounts credited in satisfaction of any Equity Cure Amount with respect to any prior Equity Cure Test Date.

"First Amendment" means that certain First Amendment to Third Amended and Restated Revolving Credit Agreement dated as of the First Amendment Effective Date, by and among the Borrower, the Administrative Agent, and the Lenders party thereto.

"First Amendment Contribution Agreement" means that certain Purchase, Sale and Contribution Agreement to be dated on or about May 7, 2015 by and among the Borrower, Southcross CCNG Gathering Ltd., Southcross NGL Pipeline Ltd., FL Rich Gas Services, LP, TexStar Midstream Utility, LP, Frio LaSalle Pipeline, LP and Southcross Holdings, as amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

"First Amendment Drop Down" means the contribution to the Borrower and/or one or more of its Subsidiaries of the Assigned Assets (as defined in the First Amendment Contribution Agreement) pursuant to and in accordance with the terms and conditions of the First Amendment Contribution Agreement.

"First Amendment Drop Down Adjustment" means, solely with respect to the Rolling Period ending on March 31, 2015, a positive pro forma adjustment to Annualized Consolidated EBITDA in respect of enforceable minimum revenue under the First Amendment Services Agreements in an aggregate amount equal to $13,100,000.

"First Amendment Effective Date" means May 7, 2015.

"First Amendment Services Agreements" means, collectively, (a) that certain Transportation Services Agreement to be dated on or about the First Amendment Effective Date and effective as of May 1, 2015, between Southcross NGL Pipeline Ltd. and Frio LaSalle Pipeline, LP, (b) that certain Gas Gathering and Treating Agreement to be dated on or about the First Amendment Effective Date and effective as of May 1, 2015, between FL Rich Gas

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