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EX-10.1 - CENTRAL ENERGY PARTNERS LP | v193926_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 9, 2010
Rio
Vista Energy Partners L.P.
(Exact name of registrant as specified
in its charter)
Delaware
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000-50394
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20-0153267
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2121
Rosecrans Ave., Suite 3355
El
Segundo, California
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90245
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 563-1828
Inapplicable
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(Former
name or former address if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
Item
1.01 Entry into a Material
Definitive Agreement
On August
9, 2010, Rio Vista Energy Partners L.P. (“Rio Vista”), Penn Octane Corporation
(“Penn Octane”) and Central Energy, LLC (“Central Energy”) entered into a third
amendment (“Third Amendment”) in connection with the Securities Purchase and
Sale Agreement dated May 25, 2010 (the “Agreement”). Pursuant to the
terms of the Third Amendment, Central Energy agreed to pay Rio Vista $150,000
which is to be used by Rio Vista to fund certain expenses. In
connection with the payment of $150,000, Rio Vista agreed to issue and sell to
Central Energy 482,910 newly issued Common Units of Rio Vista (the “Common
Units”), representing approximately 13.3% of Rio Vista’s common units
outstanding after giving effect to the issuance. In connection with
the Third Amendment, the closing date of the Agreement was extended until
October 31, 2010, the amount of units to be sold in connection with the Closing
was reduced by 482,910 units and Central Energy will receive a credit against
the purchase price of $87,500.
Item 2.04. Triggering Events
That Accelerate or Increase a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement.
On August
9, 2010, Regional Enterprises Inc. (“Regional”), a wholly-owned subsidiary of
Rio Vista Energy Partners L.P. (“Rio Vista”) received a “notice of default and
reservation of rights” (“Default Notice”) from RZB Finance LLC (“RZB”) in
connection with the Loan Agreement dated as of July 26, 2007 (as amended,
supplemented or otherwise modified from time to time, the “Loan Agreement”)
between RZB and Regional.
The
Default Notice was the result of Regional’s failure to pay, in accordance with
Section 5.5 of the Loan Agreement federal income taxes owing to the Internal
Revenue Service (“IRS”) to which certain penalties have
accrued. Regional is intending to negotiate a payment arrangement
with the IRS, subject to RZB’s approval regarding the amounts
owed. All such amounts owing to the IRS have been
previously recorded by Regional in its financial statements. In
connection with the Agreement referred to in Item 1.01 above, certain amounts
were provided for in connection with the expected payment of taxes needed to be
made to the IRS on behalf of Regional.
In
connection with the Loan Agreement, Regional granted to RZB a security interest
in all of Regional’s assets, including a deed of trust on real property owned by
Regional, and Rio Vista delivered to RZB a pledge of the outstanding capital
stock of Regional.
Item
3.02. Unregistered Sales of
Equity Securities.
In
connection with the Third Amendment (see Item 1.01 above), on August 9, 2010,
Rio Vista entered in an agreement with Central Energy to sell 482,910 newly
issued common units of Rio Vista. The sale of these common units
represents approximately 13.3% of Rio Vista’s common units outstanding after
giving effect to the issuance. The purchase price for the common
units was based on the purchase price agreed to in the Agreement previously
entered into between the parties.
The
issuance was exempt from registration under the Securities Act of 1933 pursuant
to Section 4(2) thereof because the issuance does not involve any public
offering of securities.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed with this report:
10.1
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Third
Amendment to Securities Purchase and Sale Agreement between Central
Energy, LLC, Rio Vista Energy Partners, L.P. and Penn Octane Corporation,
effective July 21, 2010 and dated August 9,
2010.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
RIO
VISTA ENERGY PARTNERS L.P.
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By:
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Rio
Vista GP LLC, its
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General
Partner
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By:
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/s/
Ian T. Bothwell
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Name:
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Ian
T. Bothwell
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Title:
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Acting
Chief Executive Officer, Acting President, Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary (Principal Executive, Financial
and Accounting Officer)
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Date:
August 13, 2010
EXHIBIT
INDEX
Exhibit No.
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Description
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10.1
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Third
Amendment to Securities Purchase and Sale Agreement between Central
Energy, LLC, Rio Vista Energy Partners, L.P. and Penn Octane Corporation,
effective July 21, 2010 and dated August 9,
2010.
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