LIMITED LIABILITY COMPANY AGREEMENT OF RIO VISTA OPERATING GP LLCLimited Liability Company Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
Contract Type FiledAugust 26th, 2004 Company Industry Jurisdiction
EXHIBIT 3.2 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
Contract Type FiledAugust 26th, 2004 Company Industry Jurisdiction
ARTICLE 1 DUTIESEmployment Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
Contract Type FiledAugust 26th, 2004 Company Industry
RIO VISTA GP LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
Contract Type FiledAugust 26th, 2004 Company Industry Jurisdiction
BETWEENOmnibus Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
Contract Type FiledAugust 26th, 2004 Company Industry
EXHIBIT 3.4 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
Contract Type FiledAugust 26th, 2004 Company Industry Jurisdiction
BETWEENPurchase Contract • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Contract Type FiledAugust 26th, 2004 Company Industry Jurisdiction
Option No. 1 July 10, 2003 FOR VALUE RECEIVED and pursuant to the terms of a letter agreement dated November 29, 2002, between Shore Capital LLC and Penn Octane Corporation, a Delaware corporation ("Penn Octane"), and a resulting employment agreement...Unit Purchase Option • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Contract Type FiledAugust 26th, 2004 Company Industry Jurisdiction
RECITALSContribution, Conveyance and Assumption Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Contract Type FiledAugust 26th, 2004 Company Industry Jurisdiction
RECITALSVoting Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
Contract Type FiledAugust 26th, 2004 Company Industry Jurisdiction
BY AND BETWEENDistribution Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Contract Type FiledAugust 26th, 2004 Company Industry Jurisdiction
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 • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
Contract Type FiledAugust 26th, 2004 Company Industry
EXHIBIT 10.7 NEITHER THIS WARRANT NOR ANY OF THE RIGHTS OR OBLIGATIONS EVIDENCED HEREBY NOR ANY OF THE COMMON UNITS ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE...Warrant Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Contract Type FiledAugust 26th, 2004 Company Industry Jurisdiction