SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RIO VISTA ENERGY PARTNERS L.P.
Exhibit 3.3
SECOND
AMENDMENT TO THE
FIRST
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
RIO VISTA
ENERGY PARTNERS L.P.
This
Second Amendment to the First Amended and Restated Agreement of Limited
Partnership of Rio Vista Energy Partners L.P., dated effective as of 3:00 p.m.
Central Standard Time, December 28, 2010 (the “Second
Amendment”), is entered into by and between Central Energy 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 as amended by a First Amendment dated
as of October 26, 2005 (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, as evidenced by
its signature hereto, the General Partner has proposed amendments 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
has obtained an Opinion of Counsel to the effect that such amendments will not
affect the limited liability of any Limited Partner under Delaware law;
and
WHEREAS,
in accordance with Section 13.2 of the Partnership Agreement, the holders of a
Unit Majority approved such amendments pursuant to a written consent of the
Unitholders dated effective as of 2:00 p.m. Central Standard Time, December 28,
2010;
WHEREAS,
contemporaneously herewith, the Board of Managers and the Members of Rio Vista
GP, LLC have approved a change in the name of Rio Vista GP, LLC to Central
Energy GP, LLC; and
WHEREAS,
in accordance with Section 2.6 of the Partnership Agreement, each of the Limited
Partners has constituted and appointed the General Partner as agent and
attorney-in-fact to execute any amendment to the Partnership Agreement approved
in accordance with the terms of the Partnership Agreement.
NOW,
THEREFORE, the General Partner and the Limited Partner agree as
follows:
1. Amendment of Name of
Partnership. The name of the Partnership is hereby amended to
Central Energy Partners, L.P. and each reference to Rio Vista Energy Partners,
L.P. in the Partnership Agreement is amended to be a reference to the new name
of the Partnership, to wit, Central Energy Partners, L.P.
2. Amendment of Name of General
Partner. Each reference in the Partnership Agreement to Rio
Vista GP, LLC is amended to be a reference to the new name of the General
Partner, to wit, Central Energy GP, LLC.
3. Amendment of Section 1.1 of
the Partnership Agreement. The defined terms “Common Unit
Arrearage” and “Cumulative Common
Unit Arrearage” in Section 1.1 of the Partnership Agreement are hereby
amended, effective as of the Closing Date, to read as follows:
“Common Unit
Arrearage” means, with respect to any Common Unit, whenever issued,
commencing with the Quarter beginning October 1, 2011, the excess, if any, of
(a) the Minimum Quarterly Distribution with respect to a Common Unit in respect
of such Quarter over (b) the sum of all Available Cash distributed with respect
to a Common Unit in respect of such Quarter pursuant to Section
6.4(a)(i).
“Cumulative Common
Unit Arrearage” means, with respect to any Common Unit, whenever issued,
and as of the end of any Quarter commencing with the Quarter ending March 31,
2012, the excess, if any, of (a) the sum resulting from adding together the
Common Unit Arrearage as to such Common Unit for each Quarter ending on or
before the last day of such Quarter over (b) the sum of any distributions
theretofore made pursuant to Section 6.4(a)(ii) and the second sentence of
Section 6.5 with respect to such Common Unit (including any distributions to be
made in respect of the last of such Quarters).
4. Effect of this
Amendment. Except as expressly provided in this Second
Amendment, the Partnership Agreement is reaffirmed and remains in full force and
effect.
5. Incorporation by
Reference. The provisions of the 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
Partnership Agreement, as amended by this Second Amendment.
IN
WITNESS WHEREOF, the parties have executed this Second Amendment to the First
Amended and Restated Agreement of Limited Partnership of Rio Vista Energy
Partners L.P. as of the day and year first set forth above.
[Signature
Page Follows]
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GENERAL
PARTNER
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CENTRAL
ENERGY GP, LLC,
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By:
/s/ Xxxx
Xxxxxxx
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Xxxx Xxxxxxx, Co-President
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By:
/s/ Xxxxxx X.
Xxxxxxxxxx
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Xxxxxx
X. Xxxxxxxxxx, Co-President
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LIMITED
PARTNER
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By: CENTRAL
ENERGY GP, LLC,
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As
Agent and Attorney-in-Fact
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By: /s/ Xxxx Xxxxxxx
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Xxxx
Xxxxxxx, Co-President
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By: /s/ Xxxxxx X.
Xxxxxxxxxx
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Xxxxxx
X. Xxxxxxxxxx,
Co-President
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