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Item 1.01.
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Entry into a Material Definitive Agreement.
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On September 29, 2008, Rio Vista Penny LLC (Rio Vista Penny), an indirect, wholly-owned subsidiary of Rio
Vista Energy Partners L.P. (Rio Vista), entered into a First Amendment To Note Purchase Agreement (First
Amendment) with TCW Asset Management
Company (TAMCO) as agent and TCW Energy Fund X investors as holders (the TCW Noteholders) (TAMCO and the TCW
Noteholders collectively, TCW) in connection with a first lien senior credit facility (the TCW Credit Facility)
between TCW and Rio Vista Penny.
In addition, on Septembe 29, 2008, in connection with the TCW Credit Facility,
Rio Vista Penny, Rio Vista, Rio Vista Operating LLC (Rio Operating) and
TAMCO entered into an Amended and Restated Management Services Agreement
(Amended MSA).
Under the terms of the First Amendment, TCW agreed to fund Rio Vista Penny an additional $1,000,000 under the
TCW Credit Facility for certain approved plan of development costs as described in the First Amendment. In
addition, under the terms of the First Amendment, the interest rate under the TCW Credit Facility increased from
10.5% per annum to 12.5% per annum beginning July 1, 2008. The interest rate will revert back to 10.5% per annum
beginning January 1, 2009, provided that Rio Vista Penny delivers to TCW an Effective Rate Certificate, as defined
under the First Amendment, which among other things certifies that no default exists under the TCW Credit Facility
and that the collateral coverage ratio, as defined under the TCW Credit Facility, is at least 1.5 to 1.0 as of the
applicable date based on the results of a engineering report dated as of November 1, 2008. Under the terms of the
First Amendment, TCW agreed to change the period for which a notice to demand repayment from Rio Vista Penny of up
to $2,200,000 of indebtedness under the TCW Credit Facility from May 19, 2008 to January 1, 2009 and Rio Vista
Penny also agreed to extend the demand repayment option on the $2,200,000 through the date of maturity of the TCW
Credit Facility. In addition, under the terms of the First Amendment, TCW has agreed to waive other defaults
identified in the First Amendment which either occurred and/or were existing prior to the date of the First Amendment.
Under the terms of the Amended MSA, Rio Operating, a subsidiary of Rio Vista was named as manager of
the Oklahoma properties, replacing Northport Production Company, an Oklahoma corporation, which was previously
named as manager under the original management services agreement.
The TCW Credit Facility is a $30,000,000 senior secured credit facility available to Rio Vista Penny with a
maturity date of August 29, 2010. The interest rate currently is 12.5% (see above), increasing to 14.5% if there
is an event of default. Payments under the TCW Credit Facility are interest-only until December 29, 2008. The TCW
Credit Facility carries no prepayment penalty. Rio Vista ECO LLC (an indirect, wholly-owned subsidiary of Rio Vista
and the direct parent of Rio Vista Penny and Rio Vista GO), Rio Vista GO, GO and MV Pipeline Company have each
agreed to guarantee payment of the Notes payable to investors under the TCW Credit Facility.
Rio Vista Penny and Rio Vista GO, which hold the Oklahoma Assets, and Rio Vista ECO, are prohibited from making upstream
distributions to Rio Vista until November 30, 2008. Thereafter, upstream distributions to Rio Vista not in excess
of 75% of quarterly cash flow are permitted subject to certain conditions.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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Effective as of September 29, 2008, Rio Vista Penny entered into the First Amendment to the TCW Credit
Facility described in Item 1.01 of this report. The TCW Credit Facility is a $30,000,000 senior secured credit
facility available to Rio Vista Penny with a maturity date of August 29, 2010. The total amount outstanding under
the facility is $24,700,000. The TCW Credit Facility is secured by a first lien on all of the Oklahoma Assets and
associated production proceeds. The current interest rate is 12.5%, increasing to 14.5% if there is an event of
default. Payments under the TCW Credit Facility are interest-only until December 29, 2008. The TCW Credit Facility
carries no prepayment penalty. At any time during the period from January 1, 2009 through the maturity date of the
TCW Credit Facility, TCW has the right to demand payment of $2,200,000 of debt. Rio Vista Penny and Rio Vista GO,
which hold the Oklahoma Assets, and Rio Vista ECO, are prohibited from making upstream distributions to Rio Vista until November 30,
2008. Thereafter, upstream distributions to Rio Vista not in excess of 75% of quarterly cash flow are permitted
subject to certain conditions. Rio Vista ECO, Rio Vista GO, GO and MV Pipeline Company have each agreed to
guarantee payment of the Notes payable to investors under the TCW Credit Facility.