NOTE PURCHASE AGREEMENT RIO VISTA PENNY LLC TCW ASSET MANAGEMENT COMPANY, as Administrative Agent and TCW ENERGY FUND X INVESTORS, as Holders $30,000,000 Senior Secured Notes November 19, 2007Note Purchase Agreement • April 15th, 2008 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
• TCW Asset Management Company (“TAMCO”), a California corporation, as Investment Manager under the Amended and Restated Investment Management and Custody Agreement dated as of December 3, 2003 among Ensign Peak Advisors, Inc., TAMCO and Trust Company of the West (“TCW”), a California trust company, as Sub-Custodian;
ContractRio Vista Energy Partners Lp • April 15th, 2008 • Wholesale-petroleum & petroleum products (no bulk stations) • Oklahoma
THIS NOTE IS SUBJECT TO THE TERMS OF THE AGREEMENT OF SUBORDINATION AND ASSIGNMENT DATED NOVEMBER 19, 2007 BY RIO VISTA ENERGY PARTNERS L.P. AND GARY MOORES IN FAVOR OF RZB FINANCE LLC.
ASSUMPTION AGREEMENTAssumption Agreement • April 15th, 2008 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS ASSUMPTION AGREEMENT (this “Agreement”) dated as of November 19, 2007, is made by and among G M Oil Properties, Inc., an Oklahoma corporation (“GM Oil”), Rio Vista Penny LLC, an Oklahoma limited liability company (“Penny”), TCW Asset Management Company, as administrative agent (“Administrative Agent”), and the holders party to the Note Purchase Agreement described below (“Holders”).
SECURITY AGREEMENT dated as of November 19, 2007 of Rio Vista Penny LLC, each other Grantor listed on the signature pages hereof and each other Grantor that otherwise may become a party hereto in favor of TCW Asset Management Company, as...Security Agreement • April 15th, 2008 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made as of November 19, 2007, by Rio Vista Penny LLC and each other Grantor listed on the signature pages hereof and that may become parties hereto pursuant to Section 7.3 in favor of TCW Asset Management Company, as administrative agent under the Note Purchase Agreement described below (the “Secured Party”), for the benefit of the Beneficiaries.
ContractRio Vista Energy Partners Lp • April 15th, 2008 • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE (THE “STATE LAWS”). THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH ACT AND STATE LAWS EVIDENCED BY AN OPINION OF LEGAL COUNSEL, WHICH OPINION AND LEGAL COUNSEL ARE SATISFACTORY TO THE PARTNERSHIP.
GUARANTYGuaranty • April 15th, 2008 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS GUARANTY is made as of November 19, 2007 by each party named on the signature pages hereto and the Additional Guarantors (as hereinafter defined) (such Persons so listed and the Additional Guarantors individually and collectively herein called “Guarantor”) in favor of TCW ASSET MANAGEMENT COMPANY, as administrative agent for Holders, as such term is defined in the Note Purchase Agreement described below.
