X0306 4 2016-12-29 0001547638 Southcross Energy Partners, L.P. SXE 0001672441 TW Southcross Aggregator LP 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 true 0001615852 TW/LM GP Sub, LLC 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 true 0001615839 TAILWATER ENERGY FUND I, LP 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 true 0001615835 TW GP EF-1, LP 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 true 0001615863 TW GP EF-1 GP, LLC 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 true 0001642559 TW GP Holdings, LLC 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 true 0001615830 Tailwater Capital LLC 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 true 0001483120 Herring Edward 300 CRESCENT COURT SUITE 1600 DALLAS TX 75201 true 0001351303 Downie Jason H 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 true 0001642558 Tailwater Holdings, LP 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 true Common Units 2016-12-29 4 J 0 11486486 1.48 A 26492074 I By Southcross Holdings Borrower LP On December 29, 2016, the Issuer, Wells Fargo Bank, N.A., as administrative agent under the Revolving Credit Agreement (as defined below), and certain lenders party thereto entered into that certain Waiver and Fifth Amendment (the "Fifth Amendment") to that certain Third Amended and Restated Revolving Credit Agreement, dated as of August 4, 2014, among the Issuer, as borrower, Wells Fargo Bank, N.A. as administrative agent, UBS Securities LLC and Barclays Bank PLC, as co-syndication agents, and a syndicate of lenders (as amended, the "Revolving Credit Agreement"). In connection with the Fifth Amendment, Southcross Holdings LP ("Holdings") invested $17,000,000 (the "Investment Amount") pursuant to, and on the terms described in, that certain Equity Cure Contribution Agreement, dated as of March 17, 2016 as amended by the First Amendment to Equity Cure Contribution Agreement dated as of December 29, 2016 (as amended, the "Equity Cure Agreement"). Pursuant to the terms of the Equity Cure Agreement, in exchange for the Investment Amount, Southcross Holdings Borrower LP ("Borrower") was entitled to receive a number of Common Units based on the volume weighted daily average price of a Common Unit, as reported on the New York Stock Exchange, for 15 consecutive trading days ending on the second trading day prior to the Contribution Date ("VWAP"), provided that the VWAP was not less than $0.89 per Common Unit and not greater than $1.48 per Common Unit ("VWAP Ceiling"). The VWAP exceeded the VWAP Ceiling, and Borrower received 11,486,486 Common Units from Issuer at $1.48 per Common Unit. The Common Units are owned directly by Borrower, which is owned 100% by Southcross Holdings Guarantor LP ("Guarantor"), and its non-economic general partner interest is held by Southcross Holdings Borrower GP LLC ("Borrower GP"), which is owned 100% by Guarantor. Guarantor is owned 99.98% by Southcross Holdings LP ("Holdings"), and its 0.02% general partner interest is held by Southcross Holdings Guarantor GP LLC ("Guarantor GP"), which is owned 99% by Holdings and 1% by Southcross Holdings Intermediary LLC ("Intermediary"), which is owned 100% by Holdings. The non-economic general partner interest of Holdings is held by Southcross Holdings GP LLC ("Holdings GP"). See Exhibit 99.1 TW Southcross Aggregator LP, a Delaware limited partnership By: TW/LM GP Sub, LLC, its General Partner By: /s/ Brian Blakeman, Vice President Tax & Finance 2017-01-03 TW/LM GP Sub. LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 2017-01-03 Tailwater Energy Fund I LP, a Delaware limited partnership By: TW GP EF-I, LP, its General Partner By: TW GP EF-I GP, LLC, its General Partner By: /s/ Brian Blakeman, Vice President Tax & Finance 2017-01-03 TW GP EF-I, LP, a Delaware limited partnership By: TW GP EF-I GP, LLC, its General Partner By: /s/ Brian Blakeman, Vice President Tax & Finance 2017-01-03 TW GP EF-I GP, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 2017-01-03 TAILWATER HOLDINGS, LP, a Delaware limited partnership By: TW GP Holdings, LLC, its General Partner By: /s/ Brian Blakeman, Vice President 2017-01-03 TW GP HOLDINGS, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President 2017-01-03 TAILWATER LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 2017-01-03 /s/ Jason H. Downie 2017-01-03 /s/ Edward Herring 2017-01-03