AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • November 21st, 2005 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this “Restated Agreement”) is entered into as of this 15th day of November 2005 by and between Penn Octane Corporation, a Delaware corporation (“Penn Octane”) and Rio Vista Energy Partners L.P., a Delaware limited partnership (“Rio Vista”) (Penn Octane and Rio Vista collectively, the "Company") and Jerome B. Richter, an independent contractor ("Consultant"), as follows:
FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RIO VISTA ENERGY PARTNERS L.P.Penn Octane Corp • November 21st, 2005 • Wholesale-petroleum & petroleum products (no bulk stations)
This First Amendment to the First Amended and Restated Agreement of Limited Partnership of Rio Vista Energy Partners L.P., dated as of October 26, 2005 (this “First Amendment”), is entered into by and between Rio Vista GP LLC, a Delaware limited liability company, as the General Partner, and the Limited Partners of Rio Vista Energy Partners L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used, and not otherwise defined, herein shall have the same meaning as set forth in the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 16, 2004 (the “Partnership Agreement”).
AGREEMENTAgreement • November 21st, 2005 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
THIS AGREEMENT (this “Agreement”) is entered into as of this 15th day of November 2005 by and between Penn Octane Corporation, a Delaware corporation (the “Company” or “Penn Octane”) and Jerome B. Richter (“Richter”), as follows:
FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RIO VISTA OPERATING PARTNERSHIP L.P.Penn Octane Corp • November 21st, 2005 • Wholesale-petroleum & petroleum products (no bulk stations)
This First Amendment to the First Amended and Restated Agreement of Limited Partnership of Rio Vista Operating Partnership L.P., dated as of October 26, 2005 (this “First Amendment”), is entered into by and between Rio Vista Operating GP LLC, a Delaware limited liability company, as the General Partner, and Rio Vista Energy Partners L.P., a Delaware limited partnership, as the sole Limited Partner, of Rio Vista Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”). Capitalized terms used, and not otherwise defined, herein shall have the same meaning as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of September 16, 2004 (the “Operating Partnership Agreement”).
ESCROW AGREEMENTEscrow Agreement • November 21st, 2005 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
This Escrow Agreement (this “Agreement”) dated as of September 30, 2005, is entered into by and between Jerome B. Richter (“Richter”), Penn Octane Corporation (“Penn Octane”), and the undersigned holders ("Noteholders") of promissory notes of Penn Octane due on December 15, 2005 (“Promissory Notes”), on the one hand, and The Law Offices of Kevin W. Finck as collateral agent (the "Collateral Agent"), on the other hand, with reference to the following facts and circumstances.
