NOTICE
OF DEFAULT, DEMAND FOR PAYMENT
AND RESERVATION OF RIGHTS



 


March
1,2013 


 


VIA
FACSIMILE (804-458-7921) AND FEDERAL EXPRESS 


Regional
Enterprises, Inc. 


410
Water Street 


Hopewell, Virginia 23860 


Attn:
Mr. Ian Bothwell 


 


		Re:	RB International Finance
(USA) LLC



 


Dear Mr. Bothwell:


 


We
refer to (i) the Loan Agreement
dated as of July 26, 2007 (as amended, supplemented
or otherwise modified from time to time, the "Loan
Agreement") between Regional
Enterprises, Inc. (as
successor by assumption of obligations to Rio
Vista Energy Partners L.P., the '"Borrower") and RB International Finance (USA) LLC (f/k/a
RZB Finance LLC, "RB International") and
(ii) our Notice of Default and Reservation
of Rights letter dated January 28, 2013 (a copy of which is attached hereto, the "Previous Default
Letter"). Capitalized terms used herein
and not otherwise defined herein shall have the meanings
given to them in
the Loan Agreement. 


 


Under
the Previous Default Letter,
we advised you that
certain Events of Default
were continuing as a result of the
occurrence of the Waiver Expiration Date
(as defined in
the Limited
Waiver and Ninth Amendment dated
as of November 1,
2012 between the Borrower and
RB International). Such
Events of Default remain
continuing as of the date of
this letter.
This letter also constitutes notice
that an additional Event of Default
has occurred and is
continuing under
Section 7.1 (A)(1)
of the
Loan Agreement as a result of the Borrower'
s failure to
pay, in
accordance with Section 2.4(B) of the Loan
Agreement, principal on the Loans in the
amount of $50,000, which was due and
payable on
February 28,
2013. 


 


Under
the express tenns of the
Loan Agreement, RB International hereby declares all Obligations under
and in connection with
the Loan Agreement, the
Notes and the other
Loan Documents immediately due
and payable. Accordingly, RB International hereby demands
the immediate payment in
full in cash of all of such Obligations. As
of the date hereof, principal and interest owing
by the Borrower under
the Loan Documents equals
$1 ,946,382.00.
Additional amounts for fees, expenses and
other costs are also owing by the Borrower as of the date
hereof. 


 


From
and after the date hereof,
interest shall accrue on all amounts
owing by the Borrower under and in
connection with the Loan Agreement
and the other Loan Documents at the Default Rate.
All such interest is payable
on demand. 


 


RB
INTERNATIONAL FINANCE (USA)
LLC 1133
Avenue of
the Americas,
16th
Floor, New York, N.Y.
10036 USA
• Telephone:
(212)
845-4100
• Fax:
(212)
944-2093






A
WHOLLY OWNED SUBSIDIARY OF RAIFFEISEN BANK INTERNATIONAL AG





Head
Office:
A-1030
Vienna,
Am
Stadtpark
9,
Postal
Address:
A-lOl
l Vienna,
PO Box 50 • Member
of UNICO
Bonking
Group


 





    	 



    	 



    

 


Neither
this letter nor the prior or future collection of any principal, interest or fees by RB International shall be construed to (i)
limit RB International's right to demand any and all sums
which are or may hereafter become due and payable under
the Loan Documents or otherwise, including, without limitation, costs
of collection, costs of enforcement and attorneys' fees, (ii)
waive any Default or Event
of Default (whether described or referred to herein or otherwise) or (iii)
waive, limit, prejudice or otherwise adversely affect
any rights, remedies, privileges or powers of RB
International under the Loan Agreement, the Security Documents
or the other Loan Documents, or applicable law or at equity, all of
which are hereby expressly reserved. 


 


Pursuant
to the Assignment of Leases and Rents dated July 26, 2007, recorded
in the Clerk's Office of the Circuit Court of
Hopewell, Virginia (the "Clerk's
Office") as Instrument No. 070002628, as
modified by a Modification to Assignment of Leases and Rents dated October 9,2009,
recorded in the Clerk's Office as Instrument No. 090002207, the
Borrower has assigned, as additional security, any
and all rents due upon the property described therein. Therefore, demand
is hereby made for the immediate payment to RB International of any and all rents due upon the subject property. The
Borrower is further cautioned that pursuant to the terms of the Security Documents and by statute, the Borrower must maintain
the improvements on the property in tenantable condition and ensure that no waste shall be
committed or suffered upon the property.
Additionally, the Borrower is hereby directed to
commence the process to assemble all Collateral for
review and inspection
by RB International or its agents. 


 


No
failure to exercise and no
delay in exercising, on the part of RB International, any
right, remedy,
power or privilege under the Loan Agreement, the
Security Documents or the other Loan
Documents shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power
or privilege preclude any other or further exercise thereof
or the exercise of
any other right, remedy,
power or privilege (including, without
limitation, the right of RB International to foreclose
on any and all collateral covered by the Mortgage or otherwise).
All such rights, remedies,
powers and privileges are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law. 


 


The
Borrower is advised that no oral communication from or on behalf of RB International or by any Person shall constitute any
agreement, commitment or evidence of any assurance or intention of RB International with respect to any of the Loan
Documents. Any agreement, commitment, assurance or
intention of RB International with respect to the
Loan Documents shall be effective only if in writing and duly
executed on behalf of RB International. Furthermore, any
prior or current discussions or course of conduct between the Borrower and RB International shall not (and has not
been intended to) constitute a waiver of any Default or Event of Default
(including, without limitation, the Events of
Default described or referred to herein) or any rights, remedies, powers
or privileges of RB International or an amendment or
modification of the Loan Agreement, any
Security Document or any of the other Loan Documents. 


 


Very truly yours,


 






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	 	RB INTERNATIONAL FINANCE (USA) LLC
	 	 
	 	By: 	/s/ Nancy Remini
	 	 	Nancy Remini

Vice President

	 	 	 
	 	By:	/s/ Pearl Geffers
	 	 	Pearl Geffers

First Vice President













 





	cc:	Central Energy Partners L.P.
	 	8150 North Central Expressway
	 	Suite 1525
	 	Dallas, Texas 75206





	 	Attention:	Imad
K. Anbouba (fax: 214-360-7486)
	 	 	Carter Montgomery
	 	 	 
	 	Dan P. Matthews, VP & GM Regional
	 	 
	 	Stephen J. Angelson, Esq.
	 	Duffy Myrtetus, Esq.


  












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