Amendment No. 1 To Purchase and Sale Agreement Between RIO VISTA OPERATING PARTNERSHIP L.P., PENN OCTANE INTERNATIONAL, LLC And TRANSMONTAIGNE PRODUCT SERVICES INC.
Exhibit
10.85
Amendment
No. 1
To
Purchase
and Sale Agreement
Between
RIO
VISTA OPERATING PARTNERSHIP L.P.,
PENN
OCTANE INTERNATIONAL, LLC
And
TRANSMONTAIGNE
PRODUCT SERVICES INC.
Rio
Vista
Operating Partnership L.P., Penn Octane International, LLC, and TrnasMontaigne
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:
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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
the Collateral, except in connection with the Secured Debt Facility, and not
create, incur
or
assume any debt for borrowed money that is secured by a Lien on any of the
Assets, Mexican Assets or the Shares, unless such debt provides for release
by
the creditor
upon the Closing;
(v)
not
sell
or dispose of any of the Assets or the Mexican Assets; or
(vi)
not
agree
to take any action or actions prohibited by any of the foregoing clauses
(i)
through (v).”
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2.
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Delete
subsection 6.1(e)(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, the Mexican Assets and the Shares (such
inquiries or proposals being referred to in this Agreement as an “Acquisition
Proposal”),”
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3,
|
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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1
Exhibit
10.85
Executed
by the undersigned on this 26
day
of
January 2006.
|
TRANSMONTAIGNE
PRODUCT
|
RIO
VISTA OPERATING
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SERVICES
INC.
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PARTNERSHIP
L.P.
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By:
Rio Vista Operating GP LLC,
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|||||
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General
Partner
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By:
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/s/
Xxxxxxx X. Xxxxxx
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By:
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/s/
Xxxxxxx Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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||||
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Its:
President
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Its:
President
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PENN
OCTANE INTERNATIONAL, LLC
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By:
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/s/
Xxx X. Xxxxxxxx
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||||
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Name:
Xxx X. Xxxxxxxx
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|||||
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Its:
Manager
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