General Statement of Beneficial Ownership — Schedule 13D Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: SC 13D General Statement of Beneficial Ownership HTML 80K
2: EX-1 Underwriting Agreement HTML 14K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 61K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws HTML 98K
5: EX-4 Instrument Defining the Rights of Security Holders HTML 16K
EX-4 — Instrument Defining the Rights of Security Holders
This
letter agreement sets forth the terms and conditions of The Cushing Opportunity
Fund I, L.P.’s (“Cushing”)
agreement with Central Energy, LLC (“Central”),
regarding Cushing’s investment in Central Energy, L.P. (the “Partnership”),
Rio Vista Energy Partners, L.P. (“Rio
Vista”) and Rio Vista GP, LLC (“Rio Vista
GP”). In exchange for an investment in the Partnership, as set
forth in Schedule I hereto, in the total amount of $3,400,000, Cushing shall be
entitled to receive interests in the Partnership which will entitle Cushing to
receive distributions of Rio Vista Common Units and Rio Vista GP Units as set
forth on Schedule I to this letter. The Rio Vista Common Units to be
distributed to Cushing will be entitled to vote on all matters required to be
submitted to the Common Unit holders under the Rio Vista Partnership
Agreement.
Cushing’s
contribution for the First Closing shall be due on Wednesday, November 10th and the
documentation for the Central Energy, LP’s closing of the acquisition of the Rio
Vista Common Units and the Rio Vista GP Units will be executed on Thursday,
November 11th. Cushing’s
contribution for the Second Closing will be due on Monday, November 15th with
the final documentation for the Rio Vista acquisition being executed on or
before Tuesday, November 16th.
Cushing’s
acquisition of 25% of the Rio Vista GP Units shall entitle it to appoint two (2)
out of the seven (7) managers who will serve on the Board of Managers of Rio
Vista GP. So long as Cushing owns such Rio Vista GP Units, it
be guaranteed at least two seats on the Board of Managers of Rio Vista GP. The
number of managers on the Board of Managers of Rio Vista GP will not be
increased without Cushing’s consent.
Central
agrees to negotiate in good faith with Cushing to enter into a Buy/Sell
Agreement under which any holder of 25% or more of the Rio Vista GP Units can
require a sale or purchase of its respective Rio Vista GP Units commencing
January 1, 1013.
Additionally,
Central agrees to negotiate in good faith to amend the Rio Vista GP LLC
Agreement to include revisions and additional provisions to reflect an updated
LLC Agreement consistent with the transactions agreed to by the
parties.
Central
represents to Cushing that it is not offering any other parties an investment in
the Partnership on terms more favorable than those set out herein.
If you
are in agreement with the terms and conditions contained in this letter, please
execute as indicated below and return to our address above.
Please do
not hesitate to contact me if you have any questions regarding any of the
foregoing.
