DISTRIBUTION AGREEMENT BY AND BETWEEN PENN OCTANE CORPORATIONDistribution Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
DRAFT 11/12/98] PURCHASE AGREEMENT ------------------ THIS PURCHASE AGREEMENT made and entered into as of November __, 1998, by and between Van Moer Santerre and Company, a Luxembourg company (the "Purchaser") and Penn Octane Corporation, a Delaware...Purchase Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
AGREEMENT ---------Voting Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
PLEDGE AGREEMENT ---------------- THIS PLEDGE AGREEMENT dated as of January, 2001, ("Pledge Agreement") is made by and between JEROME B. RICHTER, an adult individual ("Pledgor") who resides at and PMG CAPITAL CORP. ("Pledgee"), as collateral agent for...Pledge Agreement • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Pennsylvania
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") is dated this 16th day of June, 1997 by and between Penn Octane Corporation, a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"), and...Security Agreement • November 13th, 1997 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON...Common Stock Purchase Warrant • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
RIO VISTA GP LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF SEPTEMBER 16, 2004Limited Liability Company Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
SETTLEMENT AGREEMENT BY AND BETWEEN CPSC INTERNATIONAL, INC., COWBOY PIPELINE SERVICE COMPANYSettlement Agreement • April 9th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
June 5, 2002 RE: AMENDMENT - PROMISSORY NOTE ("NOTE") OF PENN OCTANE CORPORATION (THE "COMPANY") CURRENTLY HELD BY YOU WITH A DUE DATE OF JUNE 15, 2002 AND RELATED AGREEMENTS AND INSTRUMENTS Dear Holder Of The Promissory Notes: Reference is made to...Promissory Note • June 13th, 2002 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
COVENANTS ---------Guaranty • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Pennsylvania
TRD-DP-063/01 SETTLEMENT AGREEMENT -------------------- THIS SETTLEMENT AGREEMENT (this "Agreement"), dated as of March 1, 2002, by and between P.M.I. Trading Limited ("PMI") and Penn Octane Corporation ("POCC"). WHEREAS, POCC believes that is has...Settlement Agreement • June 13th, 2002 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
CONTROL #: REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (the "RR Agreement") is made and entered into as of the day of , , by and between Penn Octane Corporation, a Delaware corporation (the...Registration Rights Agreement • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as defined herein) by and among Penn Octane Corporation, a Delaware corporation (the "Company"), and Van Moer Santerre &...Registration Rights Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This Employment Agreement (this "Agreement") is entered into effective as -------- of the 13th day of May, 2003, between Richard Shore, Jr. ("Employee"), and Penn -------- Octane Corporation, a Delaware corporation (the "Company"), whose principal...Employment Agreement • November 10th, 2004 • Penn Octane Corp • 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 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
CONTROL #: NEITHER THIS WARRANT NOR ANY OF THE RIGHTS OR OBLIGATIONS EVIDENCED HEREBY NOR ANY OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR...Warrant Agreement • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
BROWNSVILLE NAVIGATION DISTRICT CONTRACT NO. 2823 "H" THE STATE OF TEXAS )( COUNTY OF CAMERON )(Lease Amendment • June 16th, 1997 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
CONTROL #__________ AMENDMENT AGREEMENT ------------------- THIS AMENDMENT AGREEMENT (the "Amendment") is entered into as of the 14th day of April, 2000, by and between Penn Octane Corporation, a Delaware corporation (the "Company", and the other...Amendment Agreement • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
PROMISSORY NOTE ----------------Promissory Note • December 13th, 2000 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
SALES/PURCHASE AGREEMENT BETWEEN PG&E NGL MARKETING, L.P. AND PENN OCTANE CORPORATION FOR PRODUCT AT PG&E'S SHOUP PLANT OCTOBER 1, 1999 PG&E NGL Marketing, L.P. and any other company referenced here which uses the PG&E name or logo are not the same...Sales Agreement • November 10th, 1999 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
PURCHASE AGREEMENT ------------------ THIS PURCHASE AGREEMENT made and entered into as of the date indicated on the signature page hereof, by and between Western Wood Equipment Corporation (Hong Kong) (the "Purchaser") and Penn Octane Corporation, a...Purchase Agreement • November 13th, 1997 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as defined herein) by and among Penn Octane Corporation, a Delaware corporation (the "Company"), and Clint Norton...Registration Rights Agreement • November 10th, 1999 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
PENN OCTANE CORPORATION/EXXON COMPANY, U.S.A. SALE AGREEMENT PENN NO. ___/EXXON NO. PEB221 * The Sale Agreement set forth below hereby replaces the Sale Agreement which had an effective date of November 1, 1997, entered into by and between Exxon...Sale Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Exhibit 3 --------- PENN OCTANE CORPORATION REGISTRATION RIGHTS AGREEMENT _____________________________________________ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as...Registration Rights Agreement • January 14th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
LEASE/INSTALLMENT PURCHASE AGREEMENT FOR TWO (2) 15-MILE PIPELINES THIS AGREEMENT ("Agreement") is made and entered into as of _________ ___, 1998 by and between PENN OCTANE CORPORATION, a Delaware corporation ("POC"), and CPSC INTERNATIONAL, a Texas...Lease Agreement • November 10th, 1999 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as defined herein) by and among Penn Octane Corporation, a Delaware corporation (the "Company"), and Steve Payne ("Purchaser")....Registration Rights Agreement • November 10th, 1999 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
PURCHASE AGREEMENT ------------------ THIS PURCHASE AGREEMENT made and entered into as of July 29, 1999 by and between Clint Norton (the "Purchaser") and Penn Octane Corporation, a Delaware corporation (the "Company"). WHEREAS, the Company wishes to...Purchase Agreement • November 10th, 1999 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
CONTRACT FOR SALE This Contract is made and entered into this 22nd day of February, 1996, by and between MAPCO Natural Gas Liquids Inc., a Delaware corporation (hereinafter referred to as "Seller") and Penn Octane Corporation, a Delaware corporation...Sales Contract • November 13th, 1996 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
EXHIBIT B CONVERTIBLE DEBENTURE --------------------- $ 220,000.00 Los Angeles, California , 199 FOR VALUE RECEIVED, the undersigned, PENN OCTANE CORPORATION, a Delaware corporation, its successors and assigns ("POC"), promises to pay to ZIMMERMAN...Convertible Debenture • March 17th, 1997 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
RECITALS: ---------Purchase Agreement • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
CONTROL #:RO-01 NEITHER THIS WARRANT NOR ANY OF THE RIGHTS OR OBLIGATIONS EVIDENCED HEREBY NOR ANY OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),...Warrant Agreement • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
LOAN AGREEMENT THIS AGREEMENT is dated March 1, 1996, and is entered into by and between PENN OCTANE CORPORATION, a Delawar corporation (hereinafter called "Borrower"), whose address is 900 Veterans Blvd., Suite 510, Redwood City, California 94063,...Loan Agreement • November 13th, 1996 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
BETWEENOmnibus Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
ASSIGNMENT OF LEASE -------------------Assignment of Lease • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
