EXHIBIT 3.2 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • February 13th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
ARTICLE 1 DUTIESEmployment Agreement • February 13th, 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
Option No. 2 July 10, 2003 FOR VALUE RECEIVED, the undersigned, PENN OCTANE CORPORATION, a Delaware corporation ("Penn Octane"), hereby certifies that Jerome B. Richter (the "Holder"), or assigns, is entitled, subject to the terms set forth below, to...Unit Purchase Option • February 13th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
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)
