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
ARTICLE 1 DUTIESEmployment Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
BY AND BETWEENDistribution Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
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
EXHIBIT 3.4 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPRio Vista Energy Partners Lp • August 26th, 2004 • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
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...Rio Vista Energy Partners Lp • August 26th, 2004 • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
BETWEENOmnibus Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
BETWEENPurchase Contract • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Option No. 2 July 10, 2003 FOR VALUE RECEIVED, the undersigned, PENN OCTANE CORPORATION, a Delaware corporation ("Penn Octane"), hereby certifies that Jerome B. Richter (the "Holder"), or assigns, is entitled, subject to the terms set forth below, to...Rio Vista Energy Partners Lp • August 26th, 2004 • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
RECITALSContribution, Conveyance and Assumption Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
RECITALSVoting Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
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...Option Agreement • August 26th, 2004 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
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...Rio Vista Energy Partners Lp • August 26th, 2004 • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
