Exhibit 10.100


 


Intercompany Demand Promissory Note


 


Between


 


Central Energy GP LLC and Central Energy
Partners LP


 


INTERCOMPANY DEMAND PROMISSORY NOTE


 


	$2,000,000	Dated:  March 1, 2012


 


FOR VALUE RECEIVED, the undersigned, Central
Energy Partners LP, a Delaware limited partnership (“Borrower”), HEREBY PROMISES TO PAY to the order of Central Energy
GP LLC, a Delaware limited liability company (“Lender”), the principal amount of $2,000,000 or, if less, the aggregate
principal amount of all advances heretofore and hereafter made by Lender to Borrower as evidenced by the endorsement of such Advances
on Schedule A hereto or in the books and records of the Borrower (the “Advances”), which is a part of this Promissory
Note, commencing with the first quarter immediately after December 31, 2015 (the “Termination Date”) in twelve (12)
substantially equal consecutive quarterly installments on the last day of March, June, September and December in each year commencing
on January 1, 2016 and ending on December 31, 2018; provided, that the last such installment shall be in the amount necessary
to repay in full the outstanding principal amount hereof, together with interest on the principal amount hereof from time to time
outstanding from the date hereof until such principal amount is paid in full.


 


Interest shall accumulate and be calculated
daily on the basis of a 360-day year at a rate per annum, compounded annually, as established by the Internal Revenue Service under
Rev. Rule 2011-25 for mid-term loans. Interest shall accumulate until payment of such accumulated and unpaid interest becomes due
commencing on the first day immediately after the Termination Date and payable on each of the dates principal payments are due
as set forth above, with the last payment including that amount of interest due on the remaining outstanding principal amount at
December 31, 2018.


 


Both principal and interest are payable
in lawful money of the United States of America to the Lender at 8150 N. Central Expressway, Suite 8150, Dallas, Texas 75206, or
such other address as Lender shall notify Borrower, in same day funds. All Advances made by the Lender to the Borrower, and all
payments made on account of the principal amount hereof, shall be recorded by the Lender Schedule A hereto which is part
of this Promissory Note. The failure to show any such Advances or any error in showing such Advances shall not affect the obligations
of Borrower hereunder.


 


Borrower may, upon at least three (3) Business
Days’ notice to Lender stating the proposed date and principal amount of the prepayment, and if such notice is given Lender
shall, prepay the Note in whole or in part with accrued interest to the date of such prepayment on the amount prepaid.


 


No amendment or waiver of any provision
of this Promissory Note, nor consent to any departure by Borrower herefrom, shall in any event be effective unless the same shall
be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.


 


Borrower hereby waives (to the extent permitted
by applicable laws) presentment, demand, protest and notice of any kind. No failure on Lender’s part to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver of such right; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.


 



    	 



    	 



    

 


This Promissory Note shall be binding upon
Borrower and its successors and assigns, and the terms and provisions of this Promissory Note shall inure to the benefit of Lender
and its respective successors and assigns, including subsequent holders hereof.


 


THIS PROMISSORY NOTE AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.


 


The terms and provisions of this Promissory
Note are severable, and if any term or provision shall be determined to be superseded, illegal, invalid or otherwise unenforceable
in whole or in part pursuant to applicable law, such determination shall not in any manner impair or otherwise affect the validity,
legality or enforceability of that term or provision in any other jurisdiction or any of the remaining terms and provisions of
this Promissory Note in any jurisdiction.


 


This Promissory Note represents the entire
agreement between the parties regarding the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous
or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.


 


	 	CENTRAL ENERGY PARTNERS LP
	 	 
	 	By:  Central Energy GP LLC, its General Partner
	 	 	 
	 	By:	/s/ Imad K. Anbouba
	 	 	Imad K. Anbouba,
	 	 	Co-President
	 	 	 
	 	By:	/s/ Carter R. Montgomery
	 	 	Carter R. Montgomery,
	 	 	Co-President


 



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Schedule A


 


ADVANCES AND PAYMENTS OF PRINCIPAL


 


	Date	 	Amount of Advance	 	 	Amount of Principal
 Paid or Prepaid	 	 	Unpaid Principal
 Balance	 	 	Notation Made By	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/17/10	 	$	80,698	 	 	 		 	 	$	80,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4/28/11	 	 	100,000	 	 	 		 	 	 	180,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/18/11	 	 	75,000	 	 	 		 	 	 	255,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/27/11	 	 	20,000	 	 	 		 	 	 	275,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6/21/11	 	 	150,000	 	 	 		 	 	 	425,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6/28/11	 	 	90,000	 	 	 		 	 	 	515,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8/1/11	 	 	5,000	 	 	 		 	 	 	520,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8/2/11	 	 	200,000	 	 	 		 	 	 	720,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8/22/11	 	 	15,000	 	 	 		 	 	 	735,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8/29/11	 	 	50,000	 	 	 		 	 	 	785,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9/19/11	 	 	100,000	 	 	 		 	 	 	885,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9/28/11	 	 	35,000	 	 	 		 	 	 	920,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9/28/11	 	 	30,000	 	 	 		 	 	 	950,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/26/11	 	 	20,000	 	 	 		 	 	 	970,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/29/11	 	 	5,000	 	 	 		 	 	 	975,698	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12/19/11	 	 	60,000	 	 	 		 	 	 	1,035,698	 	 	 		 



 



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