Exhibit 10.1

 

December 31, 2012

 

Southcross Energy Partners, L.P.

c/o Southcross Energy LLC

1700 Pacific Ave., Suite 2900

Dallas, Texas 75201

Attention: David Biegler and David Mueller

 

Re:          Extension Request – Section 8.19 of the Credit Agreement

 

Gentlemen:

 

Reference is made to that certain Second Amended and Restated Credit Agreement dated as of November 7, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Southcross Energy Partners, L.P., as borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent (the “Administrative Agent”), and each of the financial institutions from time to time party thereto as lenders (each a “Lender” and collectively the “Lenders”).  Unless otherwise defined herein, all capitalized terms used herein which are defined in the Credit Agreement shall have the respective meanings assigned to such terms in the Credit Agreement.

 

The Borrower has advised the Administrative Agent and the Lenders that the Bonnie View Fractionator will not achieve an average daily processing volume of 7,000 barrels per day for a period of seven (7) consecutive calendar days ending on or prior to December 31, 2012, as required pursuant to clause (b) of Section 8.19 of the Credit Agreement.  The Borrower has requested that the Administrative Agent and the Required Lenders extend the time period for achieving the average daily processing volumes required pursuant to clause (b) of Section 8.19 of the Credit Agreement.

 

The Administrative Agent and each of the undersigned Lenders has agreed to grant the foregoing extension in accordance with the following terms of this letter (this “Letter”):

 

1.              Grant of Extension.  Subject to and upon the terms and conditions set forth herein, the Administrative Agent and each of the undersigned Lenders hereby agrees to extend the time period set forth in Section 8.19 of the Credit Agreement for achievement of the average daily processing volumes required pursuant to clause (b) of Section 8.19 of the Credit Agreement from December 31, 2012 to January 31, 2013 (the “Extension”).

 

2.              Limitations.  Except for the Extension, nothing contained herein shall be deemed a consent to or waiver of any other action or inaction of the Borrower or any other Loan Party that constitutes a violation of any provision of the Credit Agreement or any other Loan Document, or which results in a Default or Event of Default under the Credit Agreement or any other Loan Document.  Neither the Lenders nor the Administrative Agent shall be

 











 

obligated to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other Loan Document (including, without limitation, any future extensions with respect to the requirements of Section 8.19 of the Credit Agreement).  No failure or delay on the part of Administrative Agent or any Lender to exercise any right or remedy under the Credit Agreement, any other Loan Document or applicable law shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy, all of which are cumulative.

 

3.              Limitations on Other Agreements of Administrative Agent and Lenders.  Except as expressly modified by this Letter, the Administrative Agent and the undersigned Lenders hereby expressly reserve all rights and remedies available to them under the Credit Agreement, the other Loan Documents and applicable law.

 

4.              Miscellaneous.

 

a.              The Borrower shall pay on written demand all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Letter, including without limitation the reasonable and documented fees, charges and disbursements of the Administrative Agent’s legal counsel.

 

b.              This Letter constitutes a “Loan Document” under and as defined in the Credit Agreement.

 

c.               This Letter may be executed in counterparts, and all parties need not execute the same counterpart.  Facsimiles and electronic (i.e. “pdf” or “tif”) signature pages shall be effective as originals.

 

d.              THIS LETTER REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

 

Please evidence your acknowledgment of and agreement to each of the terms and conditions set forth herein by executing this Letter in the space indicated below and returning a fully executed counterpart of this Letter to the Administrative Agent.

 

2











 

	
 
    	
Regards,
    
	
 
    	
 
    
	
 
    	
WELLS   FARGO BANK, N.A.,
    
	
 
    	
as   the Administrative Agent and a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Charles D. Kirkham
    
	
 
    	
Name:
    	
Charles   D. Kirkham
    
	
 
    	
Title:
    	
Managing   Director
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 











 

	
 
    	
CITIBANK,   N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Todd Mogil
    
	
 
    	
Name:
    	
Todd   Mogil
    
	
 
    	
Title:
    	
Vice   President
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 











 

	
 
    	
SUNTRUST   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark Ames
    
	
 
    	
Name:
    	
Mark   Ames
    
	
 
    	
Title:
    	
Managing   Director
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 











 

	
 
    	
BARCLAYS   BANK PLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David Barton
    
	
 
    	
Name:
    	
David   Barton
    
	
 
    	
Title:
    	
Director
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 












 

	
 
    	
JPMORGAN   CHASE BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Preeti Bhatnagar
    
	
 
    	
Name:
    	
Preeti   Bhatnagar
    
	
 
    	
Title:
    	
Authorized   Officer
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 











 

	
 
    	
COMPASS   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Blake Kirshman
    
	
 
    	
Name:
    	
Blake   Kirshman
    
	
 
    	
Title:
    	
Vice   President
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 











 

	
 
    	
AMEGY   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Larry L. Sears
    
	
 
    	
Name:
    	
Larry   L. Sears
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 











 

	
 
    	
ROYAL   BANK OF CANADA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Chris Benton
    
	
 
    	
Name:
    	
Chris   Benton
    
	
 
    	
Title:
    	
Authorized   Signatory
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 











 

	
 
    	
COMERICA   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Katya Evseev
    
	
 
    	
Name:
    	
Katya   Evseev
    
	
 
    	
Title:
    	
Assistant   Vice President
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 











 

	
 
    	
MIDFIRST   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   W. Thomas Portman
    
	
 
    	
Name:
    	
W.   Thomas Portman
    
	
 
    	
Title:
    	
Vice   President
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 











 

	
 
    	
RAYMOND   JAMES BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Scott G. Axelrod
    
	
 
    	
Name:
    	
Scott   G. Axelrod
    
	
 
    	
Title:
    	
Vice   President
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER

 











 

Acknowledged and agreed as of the date first written above:

 

SOUTHCROSS ENERGY PARTNERS, L.P.,

as the Borrower

 

By:  Southcross Energy Partners GP, LLC, its General Partner

 

 

	
By:
    	
/s/   David Mueller
    	
 
    
	
Name:
    	
David   Mueller
    	
 
    
	
Title:
    	
Senior   Vice President, Chief Accounting Officer
    	
 
    


 

 

SIGNATURE PAGE TO

SOUTHCROSS ENERGY PARTNERS, L.P.

EXTENSION LETTER