SOUTHCROSS ENERGY LLC SEVERANCE AGREEMENT August 6, 2009

days after receipt of written notice from the Company to cure such failure or refusal to perform your duties; provided, however, that you shall only be entitled to notice and opportunity to cure a failure or refusal to perform one (1) time; (v) your violation or breach of the ethics provisions of the employee handbook applicable to all employees of the Company or any of its direct or indirect subsidiaries or your fiduciary duty of loyalty to the Company or any of its affiliates; (vi) your willfully or grossly negligently engaging in conduct materially injurious to the Company or any of its direct or indirect subsidiaries; or (vii) your failure or refusal to devote at least 60% of your Business Time (as hereinafter defined) to the business and affairs of the Company and its direct or indirect subsidiaries; except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability; provided, however, that if such failure or refusal to devote such amount of your business time is of such a nature that may be cured, you shall have 30 days after receipt of written notice from the Company to cure such failure or refusal.  As used herein, “Business Time” means all your business time but excludes time that you may spend in respect of (A) serving on charitable or civic boards or committees, (B) serving on corporate boards on which you serve on the date hereof and have disclosed to the Company and committees of such boards, (C) with the approval of the Board of Managers of the Company, serving on other corporate boards or committees, (D) delivering lectures, fulfilling speaking engagements now or hereafter made, or teaching at educational institutions, (E) managing your personal and family investments, including family trusts, entities and fiduciary positions and (F) devoting time to comply with his direct and indirect obligations to Estrella Energy L.P. under agreements in effect on the date hereof and disclosed to the Company, so long as such activities do not significantly interfere with the performance and fulfillment of your duties and responsibilities to the Company or any of its direct or indirect subsidiaries and, in the case of the activities described in clauses (C) and (E) of this proviso, will not, in the good faith judgment of the Board of Managers of the Company, constitute an actual or potential conflict of interest with the business of the Company or any of its direct or indirect subsidiaries.