FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RIO VISTA ENERGY PARTNERS L.P.
Exhibit
10.6
FIRST
AMENDMENT TO THE
RIO
VISTA ENERGY PARTNERS L.P.
This
First Amendment to the First Amended and Restated Agreement of Limited
Partnership of Rio Vista Energy Partners L.P., dated as of October 26, 2005
(this “First Amendment”), is entered into by and between Rio Vista GP LLC,
a Delaware limited liability company, as the General Partner, and the Limited
Partners of Rio Vista Energy Partners L.P., a Delaware limited partnership
(the “Partnership”). Capitalized terms used, and not otherwise defined,
herein shall have the same meaning as set forth in the First Amended and
Restated Agreement of Limited Partnership of the Partnership dated as of
September 16, 2004 (the “Partnership Agreement”).
WHEREAS,
the General Partner and the Limited Partners are party to the Partnership
Agreement; and
WHEREAS,
in accordance with Section 13.2 of the Partnership Agreement, on
August 9, 2005, the General Partner proposed an amendment to the
Partnership Agreement on the terms set forth herein; and
WHEREAS,
in accordance with Section 13.3(d) of the Partnership Agreement, the
Partnership obtained an opinion of counsel dated September 20, 2005, to the
effect that such amendment will not affect the limited liability of any Limited
Partner under Delaware law; and
WHEREAS,
in accordance with Section 13.2 of the Partnership Agreement, the holders
of a Unit Majority approved such amendment at a Special Meeting of the
Unitholders held on October 26, 2005; and
WHEREAS,
in accordance with Section 2.6 of the Partnership Agreement, each of the
Limited Partners has constituted and appointed the General Partner as agent
and
attorney-in-fact to execute any amendment to the Partnership Agreement approved
in accordance with the terms of the Partnership Agreement.
NOW,
THEREFORE, the General Partner and the Limited Partners agree as
follows:
1.
Amendment
of Section 12.1 of the Partnership Agreement.
Paragraph (d)
of Section 12.1 (Dissolution) of the Partnership Agreement which currently
reads:
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“(d)
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the
sale of all or substantially all of the assets and properties of
the
Partnership Group.”
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is
hereby
amended to read as follows:
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“(d)
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the
distribution to the Partners of all or substantially all of the net
proceeds from the sale of all or substantially all of the assets
and
properties of the Partnership
Group.”
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2.
Effect
of This Amendment.
Except
as expressly provided in this First Amendment, the Partnership Agreement is
reaffirmed and remains in full force and effect.
3.
Incorporation
by Reference.
The
provisions of the Partnership Agreement, including without limitation Article
15
(General
Provisions),
are
incorporated herein by reference. All references to “this Agreement” contained
in such provisions shall be deemed to refer to the Partnership Agreement, as
amended by this First Amendment.
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IN
WITNESS WHEREOF, the parties have executed this First Amendment to the First
Amended and Restated Agreement of Limited Partnership of Rio Vista Energy
Partners L.P. as of the day and year first set forth above.
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GENERAL
PARTNER:
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RIO
VISTA GP LLC,
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a
Delaware limited liability company
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, President
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LIMITED
PARTNERS:
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By:
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Rio
Vista GP LLC, General Partner,
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| as agent and attorney-in-fact | |||
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, President
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