RESTATED AND AMENDED SECURITY AGREEMENT SEPTEMBER 12, 2007Security Agreement • November 19th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
This Restated and Amended Security Agreement (this “Agreement”) is made this 12th day of September 2007, among Rio Vista Operating Partnership, L.P. (“Debtor”) and TransMontaigne Product Services, Inc. (“TPSI”) and TransMontaigne Partners L.P. (“TLP”; TPSI and TLP are collectively referred to herein as the “Secured Parties”) for good and valuable consideration, receipt of which is hereby acknowledged.
FIRST PRIORITY EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • November 19th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This First Priority Equity Interest Pledge Agreement (Contrato de Prenda sobre Partes Sociales en Primer Lugar y Grado) is entered into on this 12th day of September, 2007 (the “Agreement”), by and among Rio Vista Operating Partnership, L.P. (“RVOP”), Penn Octane International, LLC (“POI”) (RVOP and POI are collectively referred herein as “Pledgors”), and TransMontaigne Product Services, Inc. (“TPSI”) and TransMontaigne Partners L.P. (“TLP”) (TPSI and TLP are collectively referred herein as Pledgees”) with the acknowledgment of Penn Octane de Mexico, S. de R.L. de C.V. (“Issuer”), in accordance with the following Preliminary Statements, Representations and Clauses.
ContractAssignment Agreement • November 19th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
ASSIGNMENT AGREEMENT (THE “AGREEMENT”) ENTERED INTO BY AND BETWEEN RIO VISTA OPERATING PARTNERSHIP, L.P. (HEREINAFTER REFERRED TO AS THE “ASSIGNOR”), AND TRANSMONTAIGNE PARTNERS L.P. AND. TRANSMONTAIGNE PRODUCT SERVICES, INC. (HEREINAFTER REFERRED TO AS THE “ASSIGNEES”) PURSUANT TO THE FOLLOWING RECITALS, STATEMENTS AND CLAUSES:
Re: Asset Purchase Agreement between Transmontaigne Partners L.P. and Rio Vista Operating Partnership L.P.Asset Purchase Agreement • November 19th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Colorado
This Binding Letter of Intent (“Letter”) is made and entered into by and between Transmontaigne Partners L.P., a Delaware limited partnership, (“TLP”) and Rio Vista Operating Partnership L.P. (“RVOP”) and is effective and binding as of September 12, 2007 (the “Effective Date”). Each of TLP and RVOP is sometimes individually referred to in this Letter as a “Party” and collectively as the “Parties.”
