Exhibit 10.99


 


Amendment to Second Amended and Restated
Agreement of Limited Partnership


 


FIRST AMENDMENT TO THE


 


SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF


 


CENTRAL ENERGY PARTNERS LP


 


This First Amendment
to the Second Amended and Restated Agreement of Limited Partnership of Central Energy Partners LP, dated effective as of 12:00
p.m., Central Daylight Savings Time, March 28, 2012 (the “First Amendment”), is entered into by and between
Central Energy GP LLC, a Delaware limited liability company, as the General Partner, and the Limited Partners of Central Energy
Partners LP, a Delaware limited partnership (the “Partnership”).  Capitalized terms used, and
not otherwise defined, herein shall have the same meaning as set forth in the Second Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of April 12, 2011 (the “Partnership Agreement”).


 


WHEREAS, the
General Partner and the Limited Partners are party to the Partnership Agreement; and


 


WHEREAS, in
accordance with Section 13.2 of the Partnership Agreement, as evidenced by its signature hereto, the General Partner has proposed
amendments to the Partnership Agreement to the Limited Partners the terms set forth herein; and


 


WHEREAS, in
accordance with Section 13.3(d) of the Partnership Agreement, the Partnership has obtained an Opinion of Counsel to the effect
that such amendments will not affect the limited liability of any Limited Partner under Delaware law; and


 


WHEREAS, in
accordance with Section 13.2 of the Partnership Agreement, the holders of a Unit Majority approved such amendments pursuant to
a written consent of the Unitholders dated effective as of 12:00 p.m., Central Daylight Savings Time, March 28, 2012;


 


WHEREAS, in
accordance with Section 2.6 of the Partnership Agreement, each of the Limited Partners has constituted and appointed the General
Partner as agent and attorney-in-fact to execute any amendment to the Partnership Agreement approved in accordance with the terms
of the Partnership Agreement;


 


NOW, THEREFORE,
the General Partner and the Limited Partners agree as follows:


 


		1.	Amendment of Section 1.1 of the Partnership Agreement. The defined terms “Common
Unit Arrearage “ and “ Cumulative Common Unit Arrearage “ in Section 1.1 of the Partnership
Agreement are hereby amended, effective as of March 28, 2012, to read as follows:



 


“Common Unit Arrearage”
means, with respect to any Common Unit, whenever issued, commencing with a Quarter established by the Board of Directors of the
Company, the excess, if any, of (a) the Minimum Quarterly Distribution with respect to a Common Unit in respect of such Quarter
over (b) the sum of all Available Cash distributed with respect to a Common Unit in respect of such Quarter pursuant to Section
6.4(a).


 


“Cumulative Common
Unit Arrearage” means, with respect to any Common Unit, whenever issued, and as of the end of a Quarter established
by the Board of Directors of the Company, the excess, if any, of (a) the sum resulting from adding together the Common Unit Arrearage
as to such Common Unit for each Quarter ending on or before the last day of such Quarter over (b) the sum of any distributions
theretofore made pursuant to Section 6.4(b) and the second sentence of Section 6.5 with respect to such Common Unit (including
any distributions to be made in respect of the last of such Quarters).


 



    	 



    	 



    

 


 


		2.	Effect of this Amendment. Except as expressly provided in this Second Amendment, the Partnership
Agreement is reaffirmed and remains in full force and effect.



 


		3.	Incorporation by Reference. The provisions of the Partnership Agreement, including without
limitation, Article 16 (General Provisions), are incorporated herein by reference. All references to “this Agreement”
contained in such provisions shall be deemed to refer to the Partnership Agreement, as amended by this First Amendment.



 


IN WITNESS WHEREOF,
the parties have executed this First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Central Energy
Partners LP as of the day and year first set forth above.


 


	 	GENERAL PARTNER
	 	 	 
	 	By:	CENTRAL ENERGY GP, LLC,
	 	 	 	 
	 	 	By:	/s/ Imad K. Anbouba
	 	 	 	Imad K. Anbouba, Co-President
	 	 	 	 
	 	 	By:	/s/ Carter R. Montgomery
	 	 	 	Carter R. Montgomery, Co-President
	 	 	 	 
	 	
        LIMITED PARTNERS

         

	 	By:  CENTRAL ENERGY GP, LLC,
	 	       as Agent and Attorney-in-Fact
	 	 	 	 
	 	 	By:	/s/ Imad K. Anbouba
	 	 	 	Imad K. Anbouba, Co-President
	 	 	 	 
	 	 	By:	/s/ Carter R. Montgomery
	 	 	 	Carter R. Montgomery, Co-President


 



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