Contract
Exhibit 10.57
THIS NOTE IS SUBJECT TO THE TERMS OF THE AGREEMENT OF SUBORDINATION AND ASSIGNMENT DATED NOVEMBER
19, 2007 BY RIO VISTA ENERGY PARTNERS L.P. AND XXXX XXXXXX IN FAVOR OF RZB FINANCE LLC.
$500,000.00
|
Dallas, Texas November 19, 2007 |
FOR VALUE RECEIVED, Rio Vista Energy Partners L.P., a Delaware limited partnership, (the
“Borrower”), promises to pay to Xxxx Xxxxxx, an individual resident of Oklahoma (the “Lender”), at
the address set forth in Section 6 herein, or such other place as the Lender may
designate by written notice to Borrower, the principal sum of FIVE HUNDRED THOUSAND DOLLARS AND NO
CENTS ($500,000.00) in lawful money of the United States of America.
1. Payments
of Principal and Interest. Borrower agrees to pay both principal and interest
in full on the sixth month anniversary of the execution of this Note, provided if that date is a
weekend or holiday, payment shall be made on the first business day thereafter. This Note shall
accrue interest at a rate of seven percent (7%) per annum.
2. Prepayment. Borrower may repay this Note at any time without prepayment penalty.
3. Events of Default. The occurrence of any of the following shall be deemed to be an event
of default hereunder:
(a) Any payment due under the Note is not paid within three (3) days of the day upon which
such payment is due as set in Paragraph 1 above;
(b) Borrower makes a general assignment for the benefit of creditors or otherwise becomes
insolvent (however such insolvency is evidenced);
(c) Borrower closes its business or transfers substantially all of its assets to an
independent third party;
(d) Any petition for relief under the U.S. Bankruptcy Code or similar state insolvency or debt
moratorium statute is filed by or against Borrower and is not dismissed within thirty (30) days
after filing; or
(e) Any governmental authority, court, or court appointed receiver or officer takes possession
and control of all or a substantial portion of the assets and affairs of Borrower, and such
possession and control is not relinquished within ten (10) days.
If any Event of Default shall occur for any reason whatsoever, this Note shall, at the
election of Lender, become immediately due and payable in full upon written demand by Lender, and
Lender may exercise all rights and remedies provided to secured parties and creditors pursuant to
this Note, the Uniform Commercial Code and any other applicable law.
4. Assignments. Borrower may not assign its rights under this Note without the prior
written consent of Lender.
5. Amendments and Waivers. No failure by Lender to exercise any right or remedy hereunder
shall operate as a waiver hereof. This Note may not be amended, or compliance with any provision
hereof waived, except by a written agreement duly executed between Borrower and Lender.
6. Severability. If any section or provision of this Note or the application of such
section or provision is held invalid, the remainder of this Note shall not be affected thereby.
7. Notices. All notices, requests, demands or other communications required or permitted
under this Note shall be in writing and shall be deemed to have been duly given or made on the date
of service if served personally on the party to whom notice is to be given, on the date of
transmission if sent by facsimile, telex, telecopier or telegraph, or
on the fifth
(5th)
day after mailing if mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, properly addressed as follows:
| To Borrower: | Rio Vista Energy Partners L.P. | |||
| 000 Xxxxxxxx Xx., Xxxxx 0000 | ||||
| Xxxxxxx, Xxxxx 00000 | ||||
| With a copy to: | Xxxxx X. Xxxxx | |||
| Law Offices of Xxxxx X. Xxxxx | ||||
| 0 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 | ||||
| Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 | ||||
| Fax: (000) 000-0000 | ||||
| To Lender: | Xxxx Xxxxxx |
8. Cumulative Rights. The remedies of Lender as provided herein shall be cumulative and
concurrent and may be pursued successively or concurrently against maker.
9. Forbearance Not a Waiver. No delay or omission on the part of Lender in exercising any
rights under this Note on default by Borrower shall operate as a waiver of such right or any of
other right under this Note for the same or other default.
10.
Successors and Assigns. This Note and all of the covenants, promises, and agreements
contained herein shall be binding upon and inure to the benefit of the respective legal and
personal representatives, devisees, heirs, successors, and assigns of Lender.
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11. Captions. The descriptive headings of the various sections or parts of this Note are
for convenience only and shall not affect the meaning or construction of any of the provisions
hereof.
12. Governing Law. This Note and the legal relations between Borrower and Lender shall be
governed by and construed in accordance with the laws of the state of Oklahoma.
13.
Attorney’s Fees. Whether or not suit is filed, Borrower agrees to pay all reasonable
attorneys’ fees, costs of collection, costs, and expenses incurred by Lender in connection with the
enforcement or collection of this Note. Borrower further agrees to pay all costs of suit and the
sum adjudged as attorneys’ fees in any action to enforce payment of this Note or any part of it.
14. Entire Agreement. This Note constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes any and all other prior agreements,
understandings, discussions, and/or commitments of any kind.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Note effective as of the
date first written above.
| “BORROWER” | ||||||
| Rio Vista Energy Partners, L.P. | ||||||
| a Delaware limited partnership | ||||||
| By: | /s/ [ILLEGIBLE] | |||||
| Rio Vista G.P. LLC, its General Partner | ||||||
| Name: | Xxx X. Xxxxxxxx | |||||
| Title: | 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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