EX-10.4


 Exhibit 10.4 

FIRST AMENDMENT 
 TO
EQUITY CURE CONTRIBUTION AGREEMENT 
 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. 

WITNESSETH 

WHEREAS, SXE and Southcross Holdings are parties to that certain Equity Cure Contribution Agreement dated as of March 17, 2016 (as
amended, restated, supplemented or otherwise modified on or before the Amendment Effective Date, the “Contribution Agreement”); 

WHEREAS, Southcross Holdings desires to make an equity contribution to SXE in accordance with the Contribution Agreement notwithstanding the
absence of an Equity Cure Election; and 
 WHEREAS, SXE and Southcross Holdings have agreed to amend the Contribution Agreement as set forth
in this Amendment. 
 NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, SXE and Southcross
Holdings hereby agree as follows: 
 SECTION 1.    Amendments. As of the Amendment Effective Date Section 1.1(k) of the
Contribution Agreement is hereby amended by adding the following to the end thereof: 
 “Notwithstanding anything herein to the
contrary, on December 29, 2016 (the “Specified Contribution Date”), Southcross Holdings will contribute $17,000,000 (the “Specified Contribution Amount”) by wire transfer of immediately available funds to SXE
(the “Specified Contribution”), and SXE will issue to Southcross Holdings a number of Common Units equal to the applicable Issuance Amount. For all purposes hereunder, Contribution Date shall be deemed to include the Specified
Contribution Date, Contribution Amount shall be deemed to include the Specified Contribution Amount and Equity Cure Contribution shall be deemed to include the Specified Contribution. Notwithstanding anything to the contrary herein, and
notwithstanding the absence of an Equity Cure Election, the parties hereto hereby acknowledge and agree that the Specified Contribution shall be deemed to be governed in all respects by this Section 1.1 and by this
Agreement and accordingly no other action by the parties shall be required in connection therewith. Southcross Holdings hereby agrees to waive notice pursuant to a Contribution Notice in connection with the Specified Contribution.” 






 SECTION 2.    Miscellaneous. 

2.1.    Counterparts. This Amendment may be executed in counterparts, all of which taken together shall
constitute one and the same instrument. Delivery of a counterpart by facsimile or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed original counterpart. 

2.2.    Governing Law. This Amendment is subject to the provisions of Section 2.1 of the Contribution
Agreement relating to governing law and waiver of right to trial by jury, the provisions which are by this reference incorporated herein in full. 

[Signature Pages Follow] 

  
 2 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers on the date and year first above written. 
  

							
	SXE:	 		 	SOUTHCROSS ENERGY PARTNERS, L.P.
				
		 		 	By:	 	Southcross Energy Partners GP, LLC, its general partner
				
		 		 	By:	 	 /s/ Bret M. Allan

		 		 	Name:	 	Bret M. Allan
		 		 	Title:	 	Senior Vice President and Chief Financial Officer
			
	SOUTHCROSS HOLDINGS:	 		 	SOUTHCROSS HOLDINGS LP
				
		 		 	By:	 	Southcross Holdings GP LLC, its general partner
				
		 		 	By:	 	 /s/ Kelly J. Jameson

		 		 	Name:	 	Kelly J. Jameson
		 		 	Title:	 	Senior Vice President and General Counsel


  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO EQUITY CURE CONTRIBUTION AGREEMENT