SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTRAL ENERGY PARTNERS LPLimited Partnership Agreement • April 15th, 2011 • Central Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTRAL ENERGY PARTNERS LP (F/K/A Rio Vista Energy Partners L.P.), dated as of April 12, 2011, is entered into by and among Central Energy GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
BUY-SELL AGREEMENTBuy-Sell Agreement • April 15th, 2011 • Central Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
THIS BUY-SELL AGREEMENT (the “Agreement”) is executed effective as of April 13, 2011 by and among Imad K. Anbouba, a United States citizen (“Anbouba”), Carter R. Montgomery, a United States citizen (“Montgomery”), The Cushing MLP Opportunity Fund I, L.P., a Delaware limited partnership (“Cushing”), and Central Energy GP LLC, a Delaware limited liability company (the “Company”), who may also be referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CENTRAL ENERGY GP LLC (A DELAWARE LIMITED LIABILITY COMPANY)Limited Liability Company Agreement • April 15th, 2011 • Central Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
