0001362310-06-000364 Sample Contracts

RIO VISTA GP LLC FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • November 20th, 2006 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Rio Vista GP LLC (this “First Amendment”) is dated as of October 6, 2006. Capitalized terms used, and not otherwise defined, herein shall have the same meaning as set forth in the Amended and Restated Limited Liability Company Agreement dated as of September 16, 2004 (the “Restated Agreement”) of Rio Vista GP LLC, a Delaware limited liability company (the “Company”).

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Amendment to Pledge and Security Agreement
Pledge and Security Agreement • November 20th, 2006 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)

This Amendment to Pledge and Security Agreement (this “Amendment”) is dated as of October 13, 2006, and is made by and between Jerome B. Richter (the “Borrower”) and Penn Octane Corporation, a Delaware corporation (the “Corporation”). Capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Pledge and Security Agreement (the “Pledge Agreement”) by and between Borrower and the Corporation dated as of April 11, 2000, as subsequently amended.

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