AGREEMENT OF LIMITED PARTNERSHIP OF CENTRAL ENERGY, LPLimited Partnership Agreement • January 11th, 2011 • Central Energy, L.P. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Agreement of Limited Partnership (this “Agreement”) of Central Energy, LP dated as of April 19, 2010 is entered into by Central Energy, LLC (the “General Partner”) and the limited partners who have executed a Limited Partner Signature Page to be attached hereto (collectively, the “Limited Partners” and, collectively with the General Partner, the “Partners”) pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del.C. § 17-101, et seq.), as amended from time to time (the “Act”).
Central Energy, LLCInvestment Agreement • January 11th, 2011 • Central Energy, L.P. • Wholesale-petroleum & petroleum products (no bulk stations)
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 11th, 2011 • Central Energy, L.P. • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Prospective investors must complete the entire Subscription Agreement in the manner described below. For purposes hereof, the "Investor" is the person for whose account the Class A Limited Partnership Interests and the Class B Limited Partnership Interests (collectively, the "Central LP Interests") in Central Energy, LP (the "Partnership") are being purchased. The term “Interests” as used herein refers to the Central LP Interests being purchased by Investor hereunder and additionally refers to the Rio Vista LP Interests and the Rio Vista GP Interests which will be distributed to Investor under the provisions of Paragraph 15 of the Partnership Agreement (as hereinafter defined) of the Partnership. Another person with investment authority may execute the Subscription Agreement on behalf of the Investor, but should indicate the capacity in which it is doing so and the name of the Investor.
JOINT FILING AGREEMENTJoint Filing Agreement • January 11th, 2011 • Central Energy, L.P. • Wholesale-petroleum & petroleum products (no bulk stations)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the common units representing limited partner interests of Central Energy Partners LP (f/k/a Rio Vista Energy Partners L.P.) beneficially owned by each of them, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.
