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Exhibit
10.6
FIRST AMENDMENT TO
THE
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
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
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