PURCHASE AND SALE AGREEMENT dated as of December 26, 2007 among RIO VISTA OPERATING PARTNERSHIP L.P., TMOC CORP., TLP MEX L.L.C., and RAZORBACK L.L.C.Purchase and Sale Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
This PURCHASE AND SALE AGREEMENT, dated as of December 26, 2007 (this “Agreement”), is entered into by and between RIO VISTA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Rio” or “Seller”), TMOC Corp., a Delaware corporation (“TMOC”), and wholly owned subsidiary of TransMontaigne Partners L.P., a Delaware limited partnership (“TLP”), TLP MEX L.L.C., a Delaware limited liability company (“TLP MEX”), and RAZORBACK L.L.C., a Delaware limited liability company d/b/a Diamondback Pipeline L.L.C. (“Razorback” and together with TMOC and TLP MEX, the “Buyer Parties” and each, individually a “Buyer Party”). Buyer Parties and Seller may be referred to herein individually as a “Party” or collectively as the “Parties.”
NOTE PURCHASE AGREEMENT RIO VISTA PENNY LLC TCW ASSET MANAGEMENT COMPANY, as Administrative Agent and TCW ENERGY FUND X INVESTORS, as Holders $30,000,000 Senior Secured Notes November 19, 2007Note Purchase Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
• TCW Asset Management Company (“TAMCO”), a California corporation, as Investment Manager under the Amended and Restated Investment Management and Custody Agreement dated as of December 3, 2003 among Ensign Peak Advisors, Inc., TAMCO and Trust Company of the West (“TCW”), a California trust company, as Sub-Custodian;
ContractPromissory Note • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Oklahoma
THIS NOTE IS SUBJECT TO THE TERMS OF THE AGREEMENT OF SUBORDINATION AND ASSIGNMENT DATED NOVEMBER 19, 2007 BY RIO VISTA ENERGY PARTNERS L.P. AND GARY MOORES IN FAVOR OF RZB FINANCE LLC.
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Oklahoma
This Second Amendment to Asset Purchase Agreement (the “Second Amendment”) is made and entered into this 16th day of November, 2007, by and among Penny Petroleum Corporation, an Oklahoma corporation, located at 111 South Main Street, Eufaula, Oklahoma (the “Seller”), Gary Moores, (“Moores” or the “Shareholder”), and Rio Vista Penny LLC, an Oklahoma limited liability company, located at 2121 Rosecrans Ave, Suite 3355, El Segundo, CA 90245 (the “Buyer”) and Rio Vista Energy Partners L.P., a Delaware limited partnership, located at 2121 Rosecrans Ave, Suite 3355, El Segundo, CA 90245 (“Rio Vista”).
ASSUMPTION AGREEMENTAssumption Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS ASSUMPTION AGREEMENT (this “Agreement”) dated as of November 19, 2007, is made by and among G M Oil Properties, Inc., an Oklahoma corporation (“GM Oil”), Rio Vista Penny LLC, an Oklahoma limited liability company (“Penny”), TCW Asset Management Company, as administrative agent (“Administrative Agent”), and the holders party to the Note Purchase Agreement described below (“Holders”).
ASSET PURCHASE AGREEMENT Effective as of October 1, 2007 by and between Penny Petroleum Corporation, an Oklahoma corporation, Seller and Rio Vista Penny, LLC, an Oklahoma limited liability company BuyerAsset Purchase Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Oklahoma
This Asset Purchase Agreement (the “Agreement”) is made this 1st day of October, 2007, to be effective the 1st day of October, 2007 (the “Effective Time”) by and between Penny Petroleum Corporation, an Oklahoma corporation, located at 111 south Main Street, Eufaula, Oklahoma (the “Seller”), Gary Moores, (“Moores” or the “Shareholder”), and Rio Vista Penny, LLC, an Oklahoma limited liability company, located at 2121 Rosecrans Ave, Suite 3355, El Segundo, CA 90245 (the “Buyer”) and Rio Vista Energy Partners L.P., a Delaware limited partnership, located at 2121 Rosecrans Ave, Suite 3355, El Segundo, CA 90245 (“Rio Vista”). The Buyer and Seller may be collectively referred to herein as the “Parties” and individually as a “Party.”
SECURITY AGREEMENT dated as of November 19, 2007 of Rio Vista Penny LLC, each other Grantor listed on the signature pages hereof and each other Grantor that otherwise may become a party hereto in favor of TCW Asset Management Company, as...Security Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made as of November 19, 2007, by Rio Vista Penny LLC and each other Grantor listed on the signature pages hereof and that may become parties hereto pursuant to Section 7.3 in favor of TCW Asset Management Company, as administrative agent under the Note Purchase Agreement described below (the “Secured Party”), for the benefit of the Beneficiaries.
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENTMembership Interest Purchase and Sale Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Oklahoma
This Amendment to Membership Interest Purchase and Sale Agreement (the “Amendment”) is made and entered into this 16th day of November, 2007, by and among Rio Vista GO LLC, an Oklahoma limited liability company or its assigns (“Buyer”) and Rio Vista Energy Partners L.P., a Delaware limited partnership (“Rio Vista”), and Outback Production, Inc., a Nevada corporation (“Seller”) and GO, LLC, an Oklahoma limited liability company (the “Company”), and Gary Moores and Bill Wood (individually, a “Shareholder” and collective, the “Shareholders”).
ContractWarrant Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE (THE “STATE LAWS”). THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH ACT AND STATE LAWS EVIDENCED BY AN OPINION OF LEGAL COUNSEL, WHICH OPINION AND LEGAL COUNSEL ARE SATISFACTORY TO THE PARTNERSHIP.
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Oklahoma
This Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into this 25th day of October, 2007, by and among Penny Petroleum Corporation, an Oklahoma corporation, located at 111 South Main Street, Eufaula, Oklahoma (the “Seller”), Gary Moores, (“Moores” or the “Shareholder”), and Rio Vista Penny, LLC, an Oklahoma limited liability company, located at 2121 Rosecrans Ave, Suite 3355, El Segundo, CA 90245 (the “Buyer”) and Rio Vista Energy Partners L.P., a Delaware limited partnership, located at 2121 Rosecrans Ave, Suite 3355, El Segundo, CA 90245 (“Rio Vista”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Oklahoma
THIS STOCK PURCHASE AGREEMENT, made as of the 2nd day of October, 2007, by and among Rio Vista GO, LLC, an Oklahoma limited liability company or its assigns (“Buyer”) and Rio Vista Energy Partners L.P., a Delaware limited partnership (“Rio Vista”), and Outback Production, Inc., a Nevada corporation (“Seller”) and GO, LLC, an Oklahoma limited liability company (the “Company”), and Gary Moores and Bill Wood (individually, a “Shareholder” and collective, the “Shareholders”).
ASSET PURCHASE AGREEMENT by and between G M Oil Properties, Inc., an Oklahoma corporation, Seller and Rio Vista Penny, LLC, an Oklahoma limited liability company BuyerAsset Purchase Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Oklahoma
This Asset Purchase Agreement (the “Agreement”) is made this 1st day of October, 2007, to be effective the 1st day of the month in which Closing occurs (the “Effective Time”) by and between G M Oil Properties, Inc., an Oklahoma corporation, located at 111 South Main Street, Eufaula, Oklahoma (the “Seller”), and Rio Vista Penny, LLC, an Oklahoma limited liability company, located at 2121 Rosecrans Ave, Suite 3355, El Segundo, California 90245 (the “Buyer”). The Buyer and Seller may be collectively referred to herein as the “Parties” and individually as a “Party.”
GUARANTYGuaranty • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS GUARANTY is made as of November 19, 2007 by each party named on the signature pages hereto and the Additional Guarantors (as hereinafter defined) (such Persons so listed and the Additional Guarantors individually and collectively herein called “Guarantor”) in favor of TCW ASSET MANAGEMENT COMPANY, as administrative agent for Holders, as such term is defined in the Note Purchase Agreement described below.
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 15th, 2008 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Oklahoma
This Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into this 16th day of November, 2007, by and between G M Oil Properties, Inc., an Oklahoma corporation, located at 111 South Main Street, Eufaula, Oklahoma (the “Seller”), and Rio Vista Penny LLC, an Oklahoma limited liability company, located at 2121 Rosecrans Ave, Suite 3355, El Segundo, California 90245 (the “Buyer”).
