On January 29, 2014, Southcross Energy Partners, L.P. entered into the Third Amendment to the Second Amended and Restated Credit Agreement, dated as of November 7, 2012, by and among the Partnership, as borrower, Wells Fargo Bank, N.A., as administrative agent thereunder and a syndicate of lenders party thereto. Pursuant to the Amendment, the Partnership may (a) acquire a specified target entity or its assets, provided that, among other things, (i) the aggregate consideration paid by the Partnership in connection with such acquisition does not exceed $40,000,000, plus certain out-of-pocket acquisition fees, subject to a $3,000,000 cap, (ii) $40,000,000 of the net cash proceeds received by the Partnership in connection with a permitted equity offering must be applied as a mandatory prepayment on borrowings under the Credit Agreement, and (iii) such acquisition must be consummated on or before March 31, 2014, (b) make certain capital expenditures with respect to the extension of the Partnership's pipeline systems located in McMullen County, Texas by approximately 90 miles into Webb County, Texas, Dimmit County, Texas, and LaSalle County, Texas (the Webb Pipeline"), provided that, among other things, (i) before initiating construction of the Webb Pipeline, the Partnership must have entered into certain minimum revenue contracts, (ii) a minimum of $60,000,000 of the net cash proceeds received by the Partnership in connection with a permitted equity offering must be applied as a mandatory prepayment on borrowings under the Credit Agreement, and (iii) the aggregate amount of capital expenditures for the Webb Pipeline may not exceed the amount of such prepayments made with the designated proceeds of permitted equity offerings on or before the date that such capital expenditures are made, unless other arrangements as specified in the Amendment satisfactory to the Agent are made before exceeding such amount.