LIMITED LIABILITY COMPANY AGREEMENT OF RIO VISTA OPERATING GP LLCLimited Liability Company Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
EXHIBIT 3.2 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • September 16th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
ARTICLE 1 DUTIESEmployment Agreement • September 16th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
GUARANTY & AGREEMENT Guaranty and Agreement ("Guaranty") between the Guarantor named below and RZB FINANCE LLC (together with its successors and assigns, "RZB"), dated as of September 15, 2004. 1. SPECIAL TERMS The following terms and provisions shall...Guaranty Agreement • November 22nd, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
RIO VISTA GP LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 16th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
COUNTY OF CAMERON ) BROWNSVILLE NAVIGATION DISTRICT CONTRACT NO. 2823 ------------------- THIS CONTRACT between the BROWNSVILLE NAVIGATION DISTRICT OF CAMERON COUNTY, TEXAS, a navigation district organized, created and existing under and by virtue of...Lease Agreement • November 22nd, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
RECITALSVoting Agreement • February 13th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTRAL ENERGY PARTNERS LPLimited Partnership Agreement • December 3rd, 2013 • Central Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTRAL ENERGY PARTNERS LP (F/K/A Rio Vista Energy Partners L.P.), dated as of November 26, 2013, is entered into by and among Central Energy GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
GENERAL SECURITY AGREEMENT In consideration of loans, credit or other financial accommodations extended or continued from time to time to, or on the guaranty, endorsement or other assurance of, the undersigned ("Obligor") by RZB Finance LLC (together...General Security Agreement • November 22nd, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
BY AND BETWEENDistribution Agreement • September 16th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
BETWEENOmnibus Agreement • September 16th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
ASSIGNMENT OF LEASE -------------------Assignment of Lease • November 22nd, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
EXHIBIT 3.4 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
BETWEENPurchase Contract • September 16th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
ARTICLE IConveyance Agreement • November 22nd, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Option No. 1 July 10, 2003 FOR VALUE RECEIVED and pursuant to the terms of a letter agreement dated November 29, 2002, between Shore Capital LLC and Penn Octane Corporation, a Delaware corporation ("Penn Octane"), and a resulting employment agreement...Unit Purchase Option • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
RECITALSContribution, Conveyance and Assumption Agreement • September 16th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
RECITALSVoting Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
EXHIBIT 10.6 RIO VISTA ENERGY PARTNERS L.P. UNIT OPTION AGREEMENT Void after July 10, 2006 Option No. ___ Date of Grant: July 10, 2003 FOR VALUE RECEIVED and pursuant to the terms of a letter agreement dated November 29, 2002, between Shore Capital...Unit Option Agreement • February 13th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
TRD-DP-052/05 DTIR-05-018 MATAMOROS LPG MIX PURCHASE AND SALES AGREEMENTPurchase and Sales Agreement • August 19th, 2005 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
BETWEENPurchase and Sale Agreement • August 19th, 2005 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
BY AND BETWEENDistribution Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
AMENDMENT NO. 1Omnibus Agreement • November 22nd, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
Exhibit 10.5 SECURITY AGREEMENT AUGUST 15, 2005 This Security Agreement ("Agreement") is made this Fifteenth day of August 2005, between RIO VISTA OPERATING PARTNERSHIP L.P. ("Debtor") and TRANSMONTAIGNE PRODUCT SERVICES INC. ("Creditor") for good and...Security Agreement • August 19th, 2005 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
AMENDMENT --------- TO -- CERTIFICATE OF LIMITED PARTNERSHIP ---------------------------------- OF -- RIO VISTA OPERATING PARTNERSHIP L.P. ------------------------------------ 1. The name of the Limited Partnership is RIO VISTA OPERATING PARTNERSHIP...Certificate of Limited Partnership • November 22nd, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
GUARANTY & AGREEMENTGuaranty Agreement • August 20th, 2007 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Guaranty and Agreement (“Guaranty”) between the Guarantor named below and RZB FINANCE LLC (together with its successors and assigns, “RZB”), dated as of July 26, 2007.
Re: Note Purchase Agreement, dated as of November 19, 2007 (as amended, supplemented or otherwise modified, the “Note Purchase Agreement”), by and among RIO VISTA PENNY LLC, an Oklahoma limited liability company (“Company”), the Holders party thereto,...Note Purchase Agreement • April 14th, 2009 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
Company has requested that Holders extend the required payments of principal and accrued interest that are due and payable on March 23, 2009 and also to extend the date to deliver the Engineering Report effective as of November 1, 2008, in each case to April 13, 2009. Accordingly, in reliance upon the representations, warranties, covenants, and waivers of the Restricted Persons contained in this Letter, and subject to the terms and conditions of this Letter, Administrative Agent and Holders hereby agree that (i) the mandatory principal payment in respect of the Notes due and payable on the December 2008 Quarterly Payment Date pursuant Section 2.8(a) of the Note Purchase Agreement is hereby extended to April 13, 2009 (which was previously extended to March 23, 2009 by letter agreement dated February 28, 2008 among the parties hereto), (ii) the required payment of accrued interest in respect of the Notes due and payable on the December 2008 Quarterly Payment Date is hereby extended to Ap
RIO VISTA ENERGY PARTNERS L.P. COMMON UNIT GRANT AGREEMENT FOR DIRECTORSCommon Unit Grant Agreement • March 31st, 2015 • Central Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Common Unit Grant Agreement (this “Agreement”) is made and entered into by and between Central Energy Partners LP, a Texas limited partnership (the “Company”), and _______________ (the “Grantee”). This Agreement is entered into as of the __ day of _______, 2014 (the “Grant Date”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
Rio Vista GP LLC Indemnification AgreementIndemnification Agreement • April 17th, 2007 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Indemnification Agreement (this “Agreement”) is executed on March ___, 2007, with an effective date of January 1, 2007 (the “Effective Date”), by and between Rio Vista GP LLC, a Delaware limited liability company (the “Company”), and , an individual residing in the State of (“Indemnitee“).
FIRST AMENDMENT TO LINE LETTERLine Letter • August 20th, 2007 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This FIRST AMENDMENT TO LINE LETTER, dated as of July 26, 2007, is between RZB FINANCE LLC (“RZB”) and Penn Octane Corporation (the “Borrower”).
PURCHASE AND SALE AGREEMENT dated as of December 26, 2007 among RIO VISTA OPERATING PARTNERSHIP L.P., TMOC CORP., TLP MEX L.L.C., and RAZORBACK L.L.C.Purchase and Sale Agreement • January 3rd, 2008 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
This PURCHASE AND SALE AGREEMENT, dated as of December 26, 2007 (this “Agreement”), is entered into by and between RIO VISTA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Rio” or “Seller”), TMOC Corp., a Delaware corporation (“TMOC”), and wholly owned subsidiary of TransMontaigne Partners L.P., a Delaware limited partnership (“TLP”), TLP MEX L.L.C., a Delaware limited liability company (“TLP MEX”), and RAZORBACK L.L.C., a Delaware limited liability company d/b/a Diamondback Pipeline L.L.C. (“Razorback” and together with TMOC and TLP MEX, the “Buyer Parties” and each, individually a “Buyer Party”). Buyer Parties and Seller may be referred to herein individually as a “Party” or collectively as the “Parties.”
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • April 14th, 2009 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
WHEREAS, that certain Promissory Note (the “Note”) dated November 19, 2007, securing a loan from GARY MOORES, an individual resident of Oklahoma (the “Lender”), of FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($500,000.00), to RIO VISTA ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), became due and payable on May 19, 2008 by and under its own terms and was not paid by the Borrower to the Lender as agreed upon in the Note and as such Borrower was delinquent upon its payment to Lender and thus, in default upon the Note, and;
PLEDGE AGREEMENTPledge Agreement • August 20th, 2007 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Rio Vista Energy Partners L.P., a Delaware limited partnership, having an office at 820 Gessner Road, Suite 1285, Houston, Texas 77024 (hereinafter referred to as the “Pledgor”), and RZB Finance LLC, having an office at 1133 Avenue of the Americas, New York, NY 10036 (hereinafter referred to as the “Lender”).
NOTE PURCHASE AGREEMENT RIO VISTA PENNY LLC TCW ASSET MANAGEMENT COMPANY, as Administrative Agent and TCW ENERGY FUND X INVESTORS, as Holders $30,000,000 Senior Secured Notes November 19, 2007Note Purchase Agreement • April 15th, 2008 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
• TCW Asset Management Company (“TAMCO”), a California corporation, as Investment Manager under the Amended and Restated Investment Management and Custody Agreement dated as of December 3, 2003 among Ensign Peak Advisors, Inc., TAMCO and Trust Company of the West (“TCW”), a California trust company, as Sub-Custodian;
RIO VISTA GP LLC FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 20th, 2006 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Rio Vista GP LLC (this “First Amendment”) is dated as of October 6, 2006. Capitalized terms used, and not otherwise defined, herein shall have the same meaning as set forth in the Amended and Restated Limited Liability Company Agreement dated as of September 16, 2004 (the “Restated Agreement”) of Rio Vista GP LLC, a Delaware limited liability company (the “Company”).
