Central Energy Partners Lp – Conditional Acceptance of Settlement Offer and Release (November 23rd, 2010)
This CONDITIONAL ACCEPTANCE OF SETTLEMENT OFFER AND RELEASE (hereinafter referred to as this "Release") is entered into effective as of November 17, 2010, by and between among each of Ian T. Bothwell ("Bothwell"), Bruce I. Raben, Ricardo Rodriguez, Murray J. Feiwell, Nicholas J. Singer and Douglas L. Manner (each, an "RVEP Insider" and collectively, the "RVEP Insiders"), on the one hand, and Rio Vista Energy Partners, L.P., a Delaware partnership (collectively with its subsidiaries, the "Company"), on the other hand. The RVEP Insiders and the Company are also collectively referred to herein as the "Parties".
Central Energy Partners Lp – CONSENT TO TRANSFER OF UNITS, ACKNOWLEDGMENT OF REPRESENTATION, AND WAIVER OF CONFLICTS February 6, 2007 (April 17th, 2007)
The undersigned parties acknowledge that Penn Octane Corporation, a Delaware corporation (the Buyer), proposes to acquire an option (the Option) to purchase 25,000 units of membership interest (the Units) of Rio Vista GP LLC, a Delaware limited liability company (RVGP) held by Shore Trading LLC, a Nevada limited liability company (the Seller). Pursuant to Section 9.1.1 of the Amended and Restated Limited Liability Company Agreement (the Operating Agreement) of RVGP, the undersigned board of managers of RVGP hereby consents to the grant of the Option by the Seller and to the transfer of the Units to the Buyer in the event the Buyer exercises the Option. Pursuant to Section 10.1 of the Operating Agreement, the board of managers of RVGP hereby further consents to the admission of the Buyer as a Member of RVGP with respect to the Units in the event the Buyer exercises the Option.
Central Energy Partners Lp – Rio Vista Gp Llc First Amendment to Amended and Restated Limited Liability Company Agreement (October 11th, 2006)
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).