FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RIO VISTA OPERATING PARTNERSHIP L.P.
Exhibit
10.7
FIRST
AMENDMENT TO THE
RIO
VISTA OPERATING PARTNERSHIP L.P.
This
First Amendment to the First Amended and Restated Agreement of Limited
Partnership of Rio Vista Operating Partnership L.P., dated as of October 26,
2005 (this “First Amendment”), is entered into by and between Rio Vista
Operating GP LLC, a Delaware limited liability company, as the General Partner,
and Rio Vista Energy Partners L.P., a Delaware limited partnership, as the
sole
Limited Partner, of Rio Vista Operating Partnership L.P., a Delaware limited
partnership (the “Operating 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 Operating
Partnership dated as of September 16, 2004 (the “Operating Partnership
Agreement”).
WHEREAS,
the General Partner and the Limited Partner are party to the Operating
Partnership Agreement; and
WHEREAS,
in accordance with Section 13.2 of the Operating Partnership Agreement, the
General Partner and the Limited Partner wish to amend the Operating Partnership
Agreement on the terms set forth herein.
NOW,
THEREFORE, the General Partner and the Limited Partner agree as
follows:
1.
Amendment
of Section 12.1 of the Operating Partnership Agreement.
Paragraph (d)
of Section 12.1 (Dissolution) of the Operating 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.”
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2.
Effect
of This Amendment.
Except
as expressly provided in this First Amendment, the Operating Partnership
Agreement is reaffirmed and remains in full force and effect.
3.
Incorporation
by Reference.
The
provisions of the Operating 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 Operating 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 Operating
Partnership L.P. as of the day and year first set forth above.
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GENERAL
PARTNER:
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RIO
VISTA OPERATING 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
PARTNER:
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RIO
VISTA ENERGY PARTNERS L.P.,
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a
Delaware limited partnership
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By:
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Rio
Vista GP LLC, its General Partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President | |||
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