0001362310-09-005305 Sample Contracts

Re: Note Purchase Agreement, dated as of November 19, 2007 (as amended, supplemented or otherwise modified, the “Note Purchase Agreement”), by and among RIO VISTA PENNY LLC, an Oklahoma limited liability company (“Company”), the Holders party thereto,...
Rio Vista Energy Partners Lp • April 14th, 2009 • Wholesale-petroleum & petroleum products (no bulk stations)

Company has requested that Holders extend the required payments of principal and accrued interest that are due and payable on March 23, 2009 and also to extend the date to deliver the Engineering Report effective as of November 1, 2008, in each case to April 13, 2009. Accordingly, in reliance upon the representations, warranties, covenants, and waivers of the Restricted Persons contained in this Letter, and subject to the terms and conditions of this Letter, Administrative Agent and Holders hereby agree that (i) the mandatory principal payment in respect of the Notes due and payable on the December 2008 Quarterly Payment Date pursuant Section 2.8(a) of the Note Purchase Agreement is hereby extended to April 13, 2009 (which was previously extended to March 23, 2009 by letter agreement dated February 28, 2008 among the parties hereto), (ii) the required payment of accrued interest in respect of the Notes due and payable on the December 2008 Quarterly Payment Date is hereby extended to Ap

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SECOND AMENDMENT TO PROMISSORY NOTE
Rio Vista Energy Partners Lp • April 14th, 2009 • Wholesale-petroleum & petroleum products (no bulk stations)

WHEREAS, that certain Promissory Note (the “Note”) dated November 19, 2007, securing a loan from GARY MOORES, an individual resident of Oklahoma (the “Lender”), of FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($500,000.00), to RIO VISTA ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), became due and payable on May 19, 2008 by and under its own terms and was not paid by the Borrower to the Lender as agreed upon in the Note and as such Borrower was delinquent upon its payment to Lender and thus, in default upon the Note, and;

FIFTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • April 14th, 2009 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This FIFTH AMENDMENT TO LOAN AGREEMENT dated as of March 31, 2009 (this “Fifth Amendment”), is between RZB FINANCE LLC (the “Lender”) and Rio Vista Energy Partners L.P. (the “Borrower”).

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • April 14th, 2009 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This SECOND AMENDMENT TO LOAN AGREEMENT, dated as of July ___, 2008, is between RZB FINANCE LLC (“RZB”) and Rio Vista Energy Partners L.P. (the “Borrower”).

THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • April 14th, 2009 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This THIRD AMENDMENT TO LOAN AGREEMENT dated as of December _____, 2008 (this “Third Amendment”), is between RZB FINANCE LLC (the “Lender”) and Rio Vista Energy Partners L.P. (the “Borrower”).

FOURTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • April 14th, 2009 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This FOURTH AMENDMENT TO LOAN AGREEMENT dated as of February 28, 2009 (this “Fourth Amendment”), is between RZB FINANCE LLC (the “Lender”) and Rio Vista Energy Partners L.P. (the “Borrower”).

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