SIXTH AMENDMENT, ASSUMPTION
OF
OBLIGATIONS AND RELEASE AGREEMENT
This SIXTH AMENDMENT, ASSUMPTION OF
OBLIGATIONS AND RELEASE AGREEMENT dated as of June 15,
2009 (this “Sixth Amendment”), is among RZB FINANCE LLC
(the “Lender”), Rio Vista Energy Partners L.P., a
Delaware limited partnership (“RVEP”) and Regional
Enterprises, Inc., a Virginia corporation
(“Regional”).
WHEREAS, Lender and RVEP are parties to the Loan
Agreement dated as of July 26, 2007 (as amended, supplemented
or otherwise modified from time to time prior to the date hereof,
the “Loan Agreement”; capitalized terms used herein
having the meanings ascribed thereto in the Loan Agreement unless
otherwise defined herein);
WHEREAS, Regional has executed and delivered a
Guarantee in favor of the Lender, guaranteeing the Obligations of
RVEP;
WHEREAS, RVEP and Regional have requested the
Lender to agree to (i) certain amendments to the Loan
Agreement, (ii) the release of RVEP from its Obligations under
the Loan Agreement and the assumption by Regional of all such
Obligations, (iii) the release of POC and RVOP from their
Obligations under the Guarantees, (iv) the release of RVEP,
POC and RVOP from their Obligations under their respective Security
Agreements (but in respect of RVEP, excluding the Pledge Agreement
as defined below) and the release of the Liens granted thereunder,
and (v) the release of Rio Vista Operating GP LLC from its
obligations under the agreement of subordination and assignment to
which it is a party; and
WHEREAS, the Lender is willing to agree to such
amendments, release and assumption of Obligations, release of POC
and RVOP, release of Liens and release of obligations of
subordinated creditor, subject to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
The Loan Agreement is hereby amended, effective
on the Effective Date referred to in Section 5 hereof, as
follows:
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(a)
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Subsection 1.1 is amended as
follows:
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(i)
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The
definition of “Applicable Base Rate Margin” is amended
and restated in its entirety as follows:
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““Applicable Base Rate Margin”
means, at any date, four percent (4.0%).”
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(ii)
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The
definitions of “Assignment of Agreement”,
“Merger”, “Merger Agreement”, “Merger
Sub” and “Pro Forma Balance Sheet” are each
amended by deleting each reference to “Borrower” and
“the Borrower” therein and replacing it with
“RVEP”.
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(iii)
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The
definition of “Base Rate Loan” is amended and restated
in its entirety as follows:
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““Base Rate Loan” means at any
time the portion of the Loans bearing interest at a rate determined
by reference to the Base Rate.”
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(iv)
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The
definition of “Borrower’s Form 10-K” is
deleted.
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(v)
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The
definitions of “Excess Cash Distribution Date” and
“Excess Cash Payment” are inserted in their proper
alphabetical place as follows:
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““Excess Cash Distribution
Date” August 31 of each year, commencing on
August 31, 2010.
“Excess Cash Payment” means for each
twelve consecutive month period ending on June 30 of each
year, commencing with the twelve month period beginning on
June 30, 2009 and ending June 30, 2010 (each such twelve
month period hereinafter referred to as a “Review
Period”), the excess (if any) of
(a) consolidated net income of the Borrower
for such period (after taxes), calculated in accordance with
GAAP
(b) the sum of (i) all required
principal repayments under subsection 2.4(B) and
interest required to be paid by the Borrower hereunder during the
Review Period plus (ii) all Restricted Junior Payments
made by the Borrower (other than any Excess Cash Payment) during
the Review Period plus (iii) all capital expenditures
made or incurred or otherwise due by the Borrower during the Review
Period plus (iv) all repayments of Indebtedness (other
than the Obligations) made during such Review
Period.”
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(vi)
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The
definition of “Guarantors” is amended and restated in
its entirety as follows:
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““Guarantors” means any Person
that from time to time executes and delivers a guaranty of the
Obligations in favor of Lender.”
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(vii)
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The
definition of “Intercompany Loan” is amended and
restated in its entirety as follows:
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““Intercompany Loan” means a
loan in the amount of $5,000,000 by RVEP to Borrower which was used
to pay consideration under the Merger Agreement, which is
subordinated to the Obligations on terms and conditions
satisfactory to Lender in its sole discretion.”
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(viii)
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The
definition of “Loan Documents” is amended by inserting
at the end thereof: “, excluding any Loan Documents
subsequently terminated in accordance with their
terms.”
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(ix)
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The
definition of “Loan Party” is amended and restated in
its entirety as follows:
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““Loan Party” means the
Borrower and its Subsidiaries, the Guarantors, RVEP, and any other
Person (other than Lender and Unrestricted Subsidiaries) which is
or becomes a party to this Agreement or any other Loan Document
(collectively, referred to as the “Loan
Parties”).”
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(x)
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The
definition of “Maturity Date” is amended and restated
in its entirety as follows:
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““Maturity Date” means
April 30, 2012.”
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(xi)
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The
definition of “MSA” is deleted.
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(xii)
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The
definition of “Net Worth” is amended and restated in
its entirety as follows:
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““Net Worth” means at any time
as to any Person as of the date of determination thereof, the
excess of consolidated total assets over consolidated total
Liabilities and adjusted as follows (without
duplication):
(i) less, all amounts representing any
write-up in the book value of any assets of such Person or its
Subsidiaries resulting from a revaluation thereof subsequent to
December 31, 2008;
(ii) less, to the extent otherwise included
in the computation of Net Worth, any subscriptions
receivable;
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(iii) less, investments in and receivables
and other obligations from employees, members, Subsidiaries
(including, without limitation, the Unrestricted Subsidiaries) and
other Affiliates;
(iv) less, if a positive amount,
(A) the sum of all deferred charges, deferred tax assets and
prepaid expenses minus (B) all deferred tax liabilities;
and
(v) plus, for any calculation of Net Worth
as of any time through and including March 31, 2009, if a
negative amount, the absolute value of (A) the sum of all deferred
charges, deferred tax assets and prepaid expenses minus
(B) all deferred tax liabilities.”
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(xiii)
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The
definition of “Restricted Subsidiaries” is
deleted.
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(xiv)
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The
definition of “RVEP” is inserted in its proper
alphabetical place as follows:
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““RVEP” means Rio Vista Energy
Partners, L.P., a Delaware limited partnership.”
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(xv)
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The
definition of “RVEP’s Form 10-K” is inserted in
its proper alphabetical place as follows:
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““RVEP’s Form 10-K”
means RVEP’s Form 10-K filed with the Securities and Exchange
Commission for the fiscal year ending December 31,
2006.”
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(xvi)
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The
definition of ““Security Agreement” and
“Security Agreements”” is amended and restated in
its entirety as follows:
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““Security Agreement” and
“Security Agreements” mean, with respect to the
Borrower, the General Security Agreement of even date herewith
executed by the Borrower, as it may be amended, modified, restated
or supplemented from time to time, and with respect to RVEP, the
Pledge Agreement of even date herewith executed by RVEP, as it may
be amended, modified, restated or supplemented from time to
time.”
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(xvii)
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The
definition of “Subordinated Debt” is inserted in its
proper alphabetical place as follows:
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““Subordinated Debt” means
Indebtedness of the Borrower owing to RVEP, subordinated to the
Obligations on terms and conditions satisfactory to the Lender in
its sole discretion.”
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(xviii)
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The
definition of “Subsidiary” is amended by deleting the
last sentence and replacing it with the following:
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“Subsidiaries shall not include
Unrestricted Subsidiaries.”
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(b)
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Subsection 2.4(B) is amended and
restated in its entirety as follows:
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“(B)
Repayments. The outstanding principal amount of the Loans as of
June 15, 2009, which is $4,250,000 (after giving effect to the
Incremental Loan (as defined in the Sixth Amendment, Assumption of
Obligations and Release Agreement dated as of June 15, 2009
among the Lender, RVEP and the Borrower)) shall be repaid by the
Borrower on the last Business Day of each month in the amounts and
on the dates as follows:
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Last Business
Day of Each Month
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During the
Following Periods
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Monthly Principal Amount
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June 2009 through and including
April 2010
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$
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60,000
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May 2010 through and including
March 2012
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$
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148,000
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$
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186,000
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The entire
remaining outstanding principal balance of the Loans shall be paid
in full no later than the Maturity Date.
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(c)
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Subsection 2.4(E) is amended by
inserting at the end thereof, the following:
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“All
prepayments shall be applied to scheduled installments under
subsection 2.4(B) in the inverse order of maturity
thereof.”
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(d)
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The
introductory sentence in subsection 3.1 shall be amended by
replacing “the Closing Date” with “July 26,
2007”.
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(e)
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The
introductory paragraph in Section 4 is amended by replacing
“giving effect to the Merger” with June 15,
2009.”
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(f)
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Subsection 4.1(A) is amended by
deleting in the first sentence “limited partnership”
and replacing it with “corporation”.
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(g)
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Subsection 4.2 is amended by
(i) deleting in the first sentence “limited
partnership” and replacing it with “corporate”,
(ii) deleting in the second sentence “Guarantor”
and replacing it with “Loan Party”, (iii) deleting
in the second sentence “to incur the obligations under its
Guaranty and”, (iv) deleting in the fourth sentence the
second reference to “Borrower” and replacing it with
“RVEP” and (v) deleting in clause (A) of the
fourth sentence the first reference to “limited partnership
agreement” and replacing it with “certificate of
incorporation”.
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(h)
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Subsection 4.3(b) is amended by
deleting “Borrower” and replacing it with
“RVEP”.
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(i)
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Subsection 4.3(c) is amended by
deleting the first two references to “Borrower” and
replacing them with “RVEP”.
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(j)
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Subsection 4.5 is amended by
deleting each reference to “Borrower” therein and
replacing it with “RVEP”.
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(k)
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Subsections 4.8 and 4.9 are amended
by deleting the references to “Borrower’s Form
10-K” and replacing them with “RVEP’s Form
10-K”.
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(l)
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Subsections 4.12 and 4.15 are each
amended by deleting the final sentence thereof.
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(m)
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Subsection 5.1(A) is amended by
deleting the second and fourth references to “Borrower”
and replacing them with “RVEP”.
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(n)
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Subsection 5.1(B) is amended by
deleting the second and fourth references to “Borrower”
and replacing them with “RVEP”.
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(o)
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Subsection 5.3 is hereby amended and
restated in its entirety as follows:
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“5.3
Inspection. Borrower shall permit Lender and any authorized
representatives designated by Lender (at Borrower’s sole cost
and expense) to visit, inspect and make or cause to be made audits
of, any of the properties of Borrower or any of its Subsidiaries,
including their financial and accounting records, and in
conjunction with such inspection, to make copies and take extracts
therefrom, and to discuss their affairs, finances and business with
their officers and independent public accountants, at such
reasonable times during normal business hours and as often as may
be reasonably requested, provided , that Lender shall notify
Borrower not later than the Business Day preceding the date of any
such visit, inspection or audit, provided further ,
that Borrower shall not be required to pay the costs of more than
one such audit in any calendar year, except that such limitation
shall not apply after the occurrence and during the continuance of
any Default or Event of Default.”
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(p)
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Subsection 5.9 is amended by
deleting the first reference to “Borrower” and
replacing it with “RVEP”.
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(q)
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Subsection 5.12 is amended and
restated in its entirety as follows:
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“5.12
Net Worth . Borrower shall at all times maintain Net Worth
on a consolidated basis, plus Subordinated Debt of at least
$2,600,000.”
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(r)
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Subsection 5.13 is amended and
restated in its entirety as follows:
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“5.13
Norfolk; Vehicles . (A) Borrower shall (i) deliver
to Lender on or prior to July 27, 2009 a letter of intent duly
executed by Norfolk Southern Railway Company, a Virginia
corporation (“Norfolk Southern”) in form and substance
satisfactory to Lender in its sole discretion (the
“LOI”) in respect of the sale by Norfolk Southern to
Borrower of the Norfolk Southern Properties (as defined below) and
(ii) on or prior to the date that is 225 days after the
earliest to occur of (x) the date on which the LOI is delivered to
Lender and (y) July 27, 2009, (a) consummate the
acquisition of the Norfolk Southern Properties on terms and
conditions and subject to documentation, in form and substance
satisfactory to Lender in its sole discretion and (b) execute
and deliver to Lender an amendment to the Mortgage covering the
Norfolk Southern Properties together with all related documents of
the type set forth in Schedule 3.1(A) hereto which Lender may
request, and such amendment and all such related documents shall be
in form and substance satisfactory to Lender in its sole
discretion. For purposes hereof, “Norfolk Southern
Properties” means all properties leased by Norfolk Southern
to Borrower, including, without limitation, Parcel E identified in
the survey dated July 17, 2007, revised July 25, 2007,
drawn by J. Livingston which was delivered to the Lender in
conjunction with the Mortgage.
(B) Borrower shall, on or prior to
July 27, 2009, deliver to Lender original certificates of
title for all of Borrower’s vehicles and rolling stock (to
the extent not already delivered to Lender), the related
applications for submission to the Motor Vehicle Department or
Bureau and a check payable to the Motor Vehicle Department or
Bureau for any related fees, all as may be necessary for the lien
of Lender to be endorsed or recorded on such certificates of title.
In case any of such documents are insufficient, Borrower shall
promptly comply with any and all requests made from time to time by
Lender for the purpose of accomplishing such endorsement or
recordation.”
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(s)
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Subsection 5.14 is amended and
restated in its entirety as follows:
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“5.14 Invoices .
Borrower shall include on all of its invoices a legend stating that
the accounts receivable and amounts due or to become due under such
invoice have been assigned to Lender and instructing account
debtors to make payment directly to account no. 2000035810250
maintained by Wachovia Bank, National Association or as otherwise
directed by the Lender.”
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(t)
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New
subsection 5.15 is inserted after subsection 5.14 as
follows:
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“5.15 Bank Accounts .
Borrower shall cause Lender to have control in accordance with
Article 9 of the UCC over any and all of its deposit accounts
and other cash management accounts maintained at any financial
institution or bank except (i) payroll accounts and other
fiduciary accounts of the type not customarily controlled by
lenders, (ii) bank accounts not maintained at Wachovia Bank,
National Association, provided that the aggregate balance of funds
and other assets in such accounts shall not exceed $20,000,
(iii) a certificate of deposit in an amount not to exceed
$50,000 held by SunTrust Bank, N.A. to secure credit card exposure
of the Borrower and (iv) other accounts approved in writing by
the Lender in its sole discretion.”
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(u)
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Subsection 6.2 is amended and
restated in its entirety as follows:
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“6.2 Guaranties .
Except for (a) endorsements of instruments or items of payment
for collection in the ordinary course of business,
(b) guaranties of the Obligations or (c) so long as no
Default or Event of Default shall have occurred and be continuing
or would exist after giving effect thereto, guaranties constituting
Permitted Debt, guaranty, endorse, or otherwise in any way become
or be responsible for any obligations of any other Person, whether
directly or indirectly, including by agreement to purchase the
indebtedness of any other Person or through the purchase of goods,
supplies or services, or maintenance of working capital or other
balance sheet covenants or conditions, or by way of stock purchase,
capital contribution, advance or loan for the purpose of paying or
discharging any indebtedness or obligation of such other Person or
otherwise.”
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(v)
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Subsection 6.4 is amended by
deleting clause (f) thereof.
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(w)
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Subsection 6.5 is amended and
restated in its entirety as follows:
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“6.5 Restricted Junior
Payments. Directly or indirectly, declare, order, pay, make or set
apart any sum for any Restricted Junior Payment, except that so
long as after giving effect thereto, (i) no Default or Event
of Default shall have occurred and be continuing and (ii) the
Borrower shall have made the required principal repayment on such
date in accordance with subsection 2.4(B) , (a) on the
last Business Day of each month, the Borrower may make a
distribution of cash to RVEP in an amount not to exceed $100,000
and (b) on each Excess Cash Distribution Date, the Borrower
may make the applicable Excess Cash Payment, provided that
(x) at least ten Business Days prior to the Excess Cash
Distribution Date the Borrower shall have delivered to the Lender a
calculation in reasonable detail certified as true and accurate by
the chief financial officer and the chief executive officer of the
Borrower, in form and substance satisfactory to the Lender, of the
Excess Cash Payment and the ratio set forth in clause
(y) below and the Lender shall not have objected (in its
reasonable discretion) thereto and (y) the ratio of (I)
consolidated net income of the Borrower (after taxes), calculated
in accordance with GAAP, for the twelve consecutive month period
ended on June 30 immediately prior to such Excess Cash
Distribution Date to (II) the sum of all required
principal payments under subsection 2.4(B) and interest
required to be paid by the Borrower hereunder during such period,
shall be at least 3.0 to 1.0.”
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(x)
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Subsection 6.7 is amended by
deleting “Except for transactions and agreements disclosed
prior to the date of this Agreement in Borrower’s periodic
securities filings with the SEC, directly” and replacing it
with “Directly”.
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(y)
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Subsection 6.11 is amended and
restated in its entirety as follows:
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“6.11 Subsidiaries .
Establish, create or acquire any new
Subsidiaries.”
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(z)
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Subsection 6.13 is amended and
restated in its entirety as follows:
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“6.13. Unrestricted
Subsidiaries . Directly or indirectly, conduct any business
with or enter into or permit to exist any transaction (including,
without limitation, the purchase, sale or exchange of property or
the rendering of any service or the making of any guaranty,
distributions, contributions, loans or investments) with any
Unrestricted Subsidiary or with any officer, director or employee
of any Unrestricted Subsidiary, nor permit any Guarantor to do any
of the foregoing.”
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(aa)
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New
subsection 6.14 is inserted after subsection 6.13 as
follows:
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“6.14 Bank Accounts;
Investment Accounts . Open or maintain any deposit, cash,
investment or securities accounts with any financial institution or
bank other than as set forth on Schedule 6.14
hereto.”
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(bb)
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Subsection 7.1(C) is amended and
restated in its entirety as follows:
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“(C) Breach of Certain
Provisions . Failure of any Loan Party to perform or comply
with any term or condition contained in subsections 5.1, 5.3, 5.4,
5.5, 5.6(A), 5.12 or 5.14 or Section 6; or”
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(cc)
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Subsection 7.1(F) is amended and
restated in its entirety as follows:
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“(F) Change in Control
. RVEP ceases to own and control directly 100% of the capital stock
of the Borrower, or Rio Vista GP, LLC ceases to be the sole general
partner of RVEP, or POC ceases to own and control directly or
indirectly, at least 50% of the membership interests of Rio Vista
GP, LLC; provided that, RVEP, the Borrower and their Affiliates are
free to explore change in control transactions and Lender shall use
reasonable efforts to cooperate with such efforts of RVEP and the
Borrower (at the sole cost and expense of the Borrower) so long as
such transaction contemplates that the Loans will be repaid in full
and all other Obligations will be repaid and satisfied in full as a
condition precedent to the closing of such
transaction.”
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(dd)
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Subsection 7.1(P) is amended by
replacing “Since the Closing Date,” with “Since
June 15, 2009.”
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(ee)
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Subsection 7.1(Q) is amended and
restated in its entirety as follows:
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“(Q) Intentionally
Omitted.”
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(ff)
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Subsection 9.4 is amended by
deleting
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“Rio Vista Energy Partners
L.P.
77-530 Enfield Lane, Bldg. D
Palm Dessert, California 92211
Attn: Ian Bothwell
Telecopy No. (310) 563-6255”
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and
replacing it with
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“Regional Enterprises,
Inc.
410 Water Street
Hopewell, Virginia 23860
Attn: Mr. Ian Bothwell
Telecopy No.: 804-458-7921”.
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(gg)
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New
subsection 9.21 is inserted after subsection 9.20 as
follows:
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“ Satisfaction of
Obligations . Upon indefeasible repayment in full of the
principal amount of the Loans along with any accrued but unpaid
interest, and indefeasible repayment in full and satisfaction of
all other Obligations, the Note and all Loan Documents shall
extinguish and terminate (except in respect of any and all
provisions that expressly survive termination thereof) and the
Lender shall at the request and sole cost and expense of the
Borrower take reasonable steps to promptly release all Liens
securing the Obligations granted to RZB under any Loan
Document.”
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(hh)
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Each reference to “Restricted
Subsidiaries” (other than the definition of “Restricted
Subsidiaries” which is deleted as set forth above) in the
Loan Agreement is deleted and replaced with
“Subsidiaries”.
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(ii)
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Exhibit A to the Loan Agreement
is amended and restated in its entirety in the form of Annex III
hereto.
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(jj)
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Exhibits B and C to the Loan
Agreement are hereby deleted.
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(kk)
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The
schedules to the Loan Agreement are amended and restated in their
entirety as set forth on Annex I hereto.
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Section 2. Assumption of Obligations;
Reaffirmation of Regional Security Agreement; Incremental Loan
.
Effective on
the Effective Date referred to in Section 5 hereof:
(a) (i) Regional hereby
unconditionally and irrevocably assumes all of the Obligations of
RVEP, except in respect of the Pledge Agreement and the Escrow
Agreement (as each such term is defined in Section 3(a) below) (all
such assumed Obligations being, the “Assumed
Obligations”). Regional acknowledges and agrees that
(A) the Assumed Obligations are and shall be evidenced by,
subject to the terms and conditions of, and secured by the Loan
Agreement (as amended, supplemented or otherwise modified from time
to time), the Amended and Restated Promissory Note dated
June 15, 2009 made by Regional in favor of the Lender (as
amended, supplemented or otherwise modified from time to time), the
other Loan Documents, and such other agreements, instruments and
documents as the Lender and Regional may now or hereafter execute
and deliver in connection with the Assumed Obligations.
(ii) Regional acknowledges and agrees that
(i) it has received and reviewed copies of the executed Loan
Agreement and other Loan Documents, (ii) the Assumed
Obligations are valid and in full force and effect as of the date
hereof, (iii) the Assumed Obligations are not impaired,
rescinded or modified in any way as a consequence of the assumption
provided for herein, (iv) from and after the date hereof,
Regional is fully liable to the Lender in respect of the Assumed
Obligations and (v) from and after the date hereof, each
reference to the “Borrower” in the Loan Agreement and
any other Loan Document (other than the Environmental Indemnity
Agreement dated as of July 26, 2007 (as amended, supplemented
or otherwise modified from time to time, the “Environmental
Indemnity Agreement”) between Regional and the Lender, the
Mortgage and the Assignment of Leases) shall be deemed to be and
shall be a reference to Regional with the same force and effect as
if Regional were originally named therein as the
Borrower.
(iii) Regional agrees that it shall be
bound by and hereby confirms, all covenants, agreements, consents,
submissions, appointments and acknowledgments attributable to the
Borrower in the Loan Agreement and the other Loan Documents, and it
shall perform all obligations required of it, as the
Borrower.
(iv) RVEP
agrees to the foregoing assumption of the Assumed Obligations by
Regional.
(b) Regional hereby (a) reaffirms its
Security Agreement and all of its obligations thereunder,
(b) agrees that the Liens granted thereunder are continuing
without interruption and are in full force and effect and
(c) agrees that the Liens granted thereunder secure all
Obligations (including, without limitation, the Assumed
Obligations) in addition to all other “Obligations” as
defined in its Security Agreement after giving effect to this Sixth
Amendment.
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(c) Regional hereby (a) reaffirms the
Environmental Indemnity Agreement (as defined in Section 2(a)(ii)
above), the Assignment of Agreement and the Escrow Agreement (as
defined in Section 3(a) below) and all of its obligations
thereunder and (b) agrees that its obligations thereunder are
continuing without interruption and are in full force and effect
after giving effect to this Sixth Amendment.
(d) RVEP and Regional acknowledge and agree
that as consideration for the assumption by Regional of the Assumed
Obligations, the principal amount of the Intercompany Loan shall be
permanently reduced by an amount equal to the principal amount of
the Loan outstanding on the Effective Date (before giving effect to
the Incremental Loan (as defined below)).
(e) (i) On the Effective Date, the
principal amount of the Loans outstanding shall be increased by an
amount equal to $250,000 (the “Incremental Loan”) and,
accordingly, on the Effective Date, the Lender shall disburse the
proceeds of the Incremental Loan to or as directed by
Regional.
(ii) The
proceeds of the Incremental Loan shall be used as set forth on
Annex IV hereto.
Section 3. Release of Existing Borrower;
Reaffirmation of Certain Loan Documents .
Effective on
the Effective Date referred to in Section 5 hereof:
(a) RVEP is hereby released from its
obligations under the Loan Agreement and the other Loan Documents
that were executed and in effect prior to the date hereof
(consequently, upon the effectiveness of such release, RVEP’s
obligations under its Note shall extinguish and terminate), other
than (i) the Pledge Agreement dated as of July 26, 2007
between RVEP and Lender (as amended, supplemented or otherwise
modified from time to time, the “Pledge Agreement”) and
any and all documents delivered by RVEP in connection with the
pledge and grant of Liens thereunder, (ii) the Assignment of
Agreement and (iii) the Escrow Agreement dated as of
July 27, 2007 (as amended, supplemented or otherwise modified
from time to time, the “Escrow Agreement”) among RVEP,
Regional, W. Gary Farrar, Jr. and First Capital Bank, all of which
shall remain in full force and effect.
(b) RVEP hereby (i) (x) reaffirms the
Pledge Agreement and all of its obligations thereunder,
(y) agrees that the pledge and the Liens granted thereunder
are continuing without interruption and are in full force and
effect and (z) agrees that the pledge and the Liens granted
thereunder secure all Obligations (including, without limitation,
the Assumed Obligations) after giving effect to this Sixth
Amendment and (ii) (x) reaffirms the terms and provisions of
the Assignment of Agreement and the Escrow Agreement and
(y) agrees that its obligations thereunder are continuing
without interruption and are in full force and effect after giving
effect to this Sixth Amendment.
(c) RZB hereby agrees to amend the UCC-1
financing statement filed to perfect the Liens granted by RVEP to
Lender in the form attached hereto as Annex II.
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