Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated by reference herein and shall have the same force and effect with respect to the provisions set forth therein as though fully set forth in this Agreement.

Amendments to Exhibits. [Exhibit A] and Exhibit B-22] of the Credit Agreement are amended and restated in their entireties to read as set forth on [Exhibit A] and Exhibit B-22], respectively, hereto.

Additions to Exhibits. Exhibit B-33] and [Exhibit G] are hereby added to the Credit Agreement to read as set forth on Exhibit B-33] and [Exhibit G], respectively, hereto.

Incorporation of Exhibits. The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are filed, copies of such exhibits and documents shall be made available upon written request to the Debtors’ counsel at the address above or by downloading such exhibits and documents from http://dm.epiq11.com/Southcross or the Bankruptcy Court’s website at [•]. Unless otherwise ordered by the Bankruptcy Court, to the extent any exhibit or document in the Plan Supplement is inconsistent with the terms of any part of the Plan that does not constitute the Plan Supplement, such part of the Plan that does not constitute the Plan Supplement shall control.

No written information, exhibit or report furnished by the Company or any of its Subsidiaries to the Agents or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents, contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made; provided, that, with respect to the projected financial information regarding the Company and its Subsidiaries heretofore delivered to the Lenders in connection with the closing on the Restatement Effective Date, the Company represents that only such information is based on estimates and assumptions considered reasonable by the Company’s management and the best information available to the Company’s management at the time such projected financial information was provided, and uses information consistent with the plans of the Company, it being understood that such financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Company and no assurances can be given that the projected results will be realized.

Accuracy of Representations. It understands that each of the Placement Agents and the Company are relying and will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements in connection with the transactions contemplated by this Agreement.

All of the Fundamental Representations (other than [Section 2.10]) made by the Seller shall have been true and correct in all material respects as of the date of this Agreement, and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date (in each case other than those Fundamental Representations that are made as of a specified date, in which case as of such date). The Fundamental Representations in [Section 2.10] shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if made at the Closing Date.

The representations and warranties of Cosmos in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing and Cosmos shall have performed all obligations in this Agreement required to be performed or observed by them on or prior to the Closing.

Accuracy and Completeness of Information. All information furnished by or on behalf of any Borrower or Guarantor in writing to Administrative Agent or any Lender in connection with this Agreement or any of the other Financing Agreements or any transaction contemplated hereby or thereby, including all information on the Information Certificate is true and correct in all material respects on the date as of which such information is dated or certified and does not omit any material fact necessary in order to make such information not misleading; provided, that, with respect to projected financial information, Borrowers and Guarantors represent only that such information is prepared in good faith based upon assumptions believed to be reasonable in light of the conditions existing at the time of delivery. The information included in the most recent Beneficial Ownership Certification delivered to Administrative Agent is true and correct in all respects.