Amendment No. 1 To Purchase and Sale Agreement Between PENN OCTANE CORPORATION And TRANSMONTAIGNE PRODUCT SERVICES INC.
Exhibit
10.86
Amendment
No. 1
To
Between
PENN
OCTANE CORPORATION
And
TRANSMONTAIGNE
PRODUCT SERVICES INC.
Penn
Octane Corporation and TransMontaigne Product Services Inc. entered into a
Purchase and Sale Agreement dated August 15, 2005 (“Agreement”). In
consideration of the mutual benefits accruing and expected to accrue under
this
amendment, the undersigned, being the authorized representatives of the parties
to the Agreement, agree to amend and modify the Agreement, effective January
1,
2006, as follows:
1.
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In
Section 6.1(a), delete clauses (iv) through (xi) and replace them
with the
following:
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“(iv) not
create, incur or assume any debt for borrowed money that is secured by a Lien
on
any of the Assets, except in connection with the Secured Debt Facility, unless
such debt provides for release by the creditor upon the Closing;
(v) not
sell
or dispose of any of the Assets; or
(vi) not
agree
to take any action or actions prohibited by any of the foregoing clauses (i)
through (v).”
2.
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Delete
subsection 6.1(c)(i)(A) in its entirety and replace it with the
following:
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“(A) solicit,
initiate, or encourage any inquiries or proposals that constitute, or could
reasonably be expected to lead to, a proposal or offer for a transaction
pursuant to which any person or entity (or group of persons or entities) (a
“Third Party”) other than the Buyer or its Affiliates, may acquire the Assets
(such inquiries or proposals being referred to in this Agreement as an
“Acquisition Proposal”),”
3.
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All
other terms and conditions of the Agreement will remain unchanged
and in
full force and effect and the parties hereby ratify and confirm
them.
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Executed
by the undersigned on this 26th day of January 2006.
TRANSMONTAIGNE
PRODUCT
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PENN
OCTANE CORPORATION
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SERVICES
INC.
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By:
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/s/Xxxxxxx
X. Xxxxxx
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Its:
President
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Its:
President
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