Filed by Bowne Pure Compliance



 




Exhibit 10.46




RESTATED AND AMENDED SECURITY AGREEMENT




SEPTEMBER 12, 2007




This Restated and Amended Security Agreement (this “Agreement”) is made this 12th day of
September 2007, among Rio Vista Operating Partnership, L.P. (“Debtor”) and TransMontaigne Product
Services, Inc. (“TPSI”) and TransMontaigne Partners L.P. (“TLP”; TPSI and TLP are collectively
referred to herein as the “Secured Parties”) for good and valuable consideration, receipt of which
is hereby acknowledged.



RECITALS




A. Debtor is the Borrower under a Promissory Note dated as of August 15, 2005 with a stated
principal amount of $1,300,000 executed in favor of TPSI (the “Original Note”), which Original Note
is secured by a Security Agreement dated as of August 13, 2005 executed by Borrower, as Debtor, in
favor of TPSI, as Creditor (the “Original Security Agreement”).



B. Concurrently herewith (i) Debtor and TPSI are executing a Restated and Amended Promissory
Note with a stated principal amount of $1,000,000 (the “Note”), which Note amends and restates the
Original Note, and (ii) Debtor and TLP are entering into a Letter of Intent (the “Letter”) pursuant
to which TLP is making an initial refundable deposit (the “Initial Deposit”) toward the purchase of
certain assets and shares as described in the Letter.



C. The Letter requires that the Debtor amend and restate the Original Security Agreement to
grant to the Secured Parties the security interests hereinafter provided to secure the repayment of
the Note and the Initial Deposit payable under the Letter as set forth herein.



AGREEMENT




NOW, THEREFORE, for good and value consideration, the receipt and sufficiency of which are
hereby acknowledged, the Debtor and the Secured Parties agree as follows:



ARTICLE I —  DEBTOR’S WARRANTIES AND REPRESENTATIONS.




Debtor makes the following warranties and representations to the Secured Parties:



SECTION 1.1. Debtor is a Delaware limited partnership organized under the laws of the state of
Delaware in good standing with its principal place of business at 840 Apollo Street Ste 313, El
Segundo, CA 90245.



SECTION 1.2. The exact legal name of Debtor is Rio Vista Operating Partnership, L.P., and
Debtor uses no other names or marks, and has no other locations, unless listed on Exhibit A
attached hereto.


 


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SECTION 1.3. Debtor owns the Collateral (as hereinafter defined), free from all liens,
security interests, or encumbrances, except for the lien granted for the benefit of RZB Finance LLC
(“RZB”) under that certain Leasehold Deed of Trust, Security Agreement, Financing
Statement and Assignment of Rents dated effective October 17, 1997, recorded in Volume 4700,
page 298 of the real property records of Cameron County, Texas, from Debtor for the benefit of RZB,
as modified by the Deed of Trust Modification Agreement effective as of September 15, 2004, between
RZB, Penn Octane Corporation and Borrower (as modified, the “RZB Lien”), which RZB Lien has been
fully subordinated to the first priority lien in favor of the Secured Parties granted under this
Agreement pursuant to a Lender’s Consent and Subordination Agreement (the “RZB Subordination
Agreement”) executed by Debtor and RZB concurrently with this Agreement.



ARTICLE II —  SECURITY INTERESTS.




SECTION 2.1. As collateral security for the payment and performance in full of all of the
indebtedness, obligations and liabilities of Debtor to the Secured Parties (whether due or to
become due, now existing or hereinbefore or hereafter arising) under or in respect of the Note and
the Letter (collectively, the “Obligations”), Debtor hereby pledges and grants to the Secured
Parties a lien on and security interest in all of the right, title and interest of Debtor in, to
and under the following certain property, wherever located, and whether now existing or hereafter
arising or acquired from time to time (collectively, the “Collateral”):



(a) the easements, licenses, leases of real property and fee deeds as described in Exhibit B
hereto (the “U.S. Easements”) together with a security interest in the 6-inch and 8-inch pipelines
located thereunder (the “Pipeline Assets”) and all associated equipment, pumping facilities, pumps,
fittings, cathodic protection ground beds, rectifiers, local supervisory protection software
(SCADA), machinery, improvements, property use agreements, easements, rights-of-way, permits and
records related to such U.S. Easements and Pipeline Assets;



(b) the permits, licenses, certificates, authorizations, registrations, orders, waivers,
variances and approvals granted by any Governmental Authorities or third Persons to Debtor, Rio
Vista Energy Partners, L.P. (“RVEP”), or their respective predecessors in interest for the
ownership or operation of the U.S. Easements or the Pipeline Assets;



(c) one hundred percent (100%) of the equity interests, representing one hundred percent
(100%) of the issued and outstanding corporate capital of Termatsal, S. de R.L. de C.V.
(“Termatsal”);



(d) one hundred percent (100%) of the equity interests, representing one hundred percent
(100%) of the issued and outstanding corporate capital of Penn Octane De Mexico, S. de R.L. de C.V.
(“POM”);



(e) the Equity Interest Purchase Option Agreement executed on April 7, 2006, by and among Jose
Vicente Soriano Garcia (“Soriano”), Dennis Michael Sanchez (“Dennis”) and Debtor, pursuant to which
Soriano and Dennis grant to RVOP or its designees the right to acquire all of the issued and
outstanding corporate capital of Tergas, S. de R.L. de C.V. (“Tergas”), together with (i) the
Irrevocable Power of Attorney executed by Soriano dated September 24, 2004, and (ii) the
Irrevocable Power of Attorney executed by Dennis dated April 7, 2006, each granting RVOP a power of
attorney with respect to such person’s respective interest in Tergas;


 


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(f) all accounts and general intangibles arising out of the U.S. Easements and Pipeline
Assets, the equity interests in Termatsal or POM or the Debtor’s rights with respect to the equity
interests in Tergas;



(g) any property of Debtor to which it is entitled in its capacity as a holder of any of the
U.S. Easements, Pipeline Assets, or the equity interests in Termatsal or POM or the Debtor’s rights
with respect to the equity interests in Tergas by way of distribution, return of capital or
otherwise, and any claim which Debtor now or may in the future acquire in its capacity as a holder
of any of the U.S. Easements, Pipeline Assets, or the equity interests in Termatsal or POM or the
Debtor’s rights with respect to the equity interests in Tergas;



(h) all books and records and all recorded data of any kind or nature, regardless of the
medium of recording, including, without limitation, all software, writings, plans, specifications
and schematics, concerning the U.S. Easements, Pipeline Assets, or the equity interests in
Termatsal or POM or the Debtor’s rights with respect to the equity interests in Tergas;



(i) all supporting obligations of every nature, rights to payment of money, insurance refund
claims and all other insurance claims and proceeds with respect to the U.S. Easements, Pipeline
Assets, or the equity interests in Termatsal or POM or the Debtor’s rights with respect to the
equity interests in Tergas; and



(j) all proceeds, products, additions and accessions to the U.S. Easements, Pipeline Assets,
or the equity interests in Termatsal or POM or the Debtor’s rights with respect to the equity
interests in Tergas and all substitutions and replacements for, and rents and profits of, any of
the U.S. Easements, Pipeline Assets, or the equity interests in Termatsal or POM or the Debtor’s
rights with respect to the equity interests in Tergas.



SECTION 2.2. Debtor acknowledges and agrees that, with respect to any term used herein that is
defined in either Article 9 of the Uniform Commercial Code in force in Texas, or Article 9 in force
at any relevant time or jurisdiction relating to the Collateral, the meaning to be given with
respect to any particular item of property shall be that under the more encompassing of the two
definitions (the applicable Uniform Commercial Code is hereinafter referred to as the “UCC”).



ARTICLE III —  DEBTOR’S COVENANTS.




Debtor covenants and agrees with the Secured Parties as follows:



SECTION 3.1. Debtor shall notify the Secured Parties immediately in writing if Debtor: (i)
changes or adds a name or mark to its business; (ii) changes in any respect the form under which
its business is operated; (iii) changes or adds a business location; or (iv) changes its state of
organization or registration.



SECTION 3.2. Debtor shall deliver to the Secured Parties all originals of any certificated
securities, negotiable documents, instruments or chattel paper (as such terms are defined in the
UCC) constituting Collateral as may be necessary under applicable law to perfect the security
interests granted hereunder, each duly endorsed and accompanied by duly executed instruments of
transfer or assignment satisfactory to the Secured Parties.


 


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SECTION 3.3. Debtor shall, at its expense, defend the Secured Parties’ security interest in
and to the Collateral against the claims and demands of all other persons, and appear in and defend
any action, suit or proceeding which may affect its title to, or the Secured Parties’ security
interest in, the Collateral.



SECTION 3.4. Debtor shall, subject to the rights and powers of the Secured Parties otherwise
provided for in this Agreement, in the Note or in the Letter, at its own expense: (i) collect all
amounts due to the Debtor under the Collateral and take such other action as may be reasonably
requested by the Secured Parties to enforce the Collateral, and (ii) maintain the Collateral in
good repair, working order and condition, normal depreciation and wear and tear excepted, and
replace any worn, broken or defective parts thereof.



SECTION 3.5. Debtor shall not use or keep any Collateral, or permit it to be used or kept, for
any unlawful purpose or in violation of applicable law.



SECTION 3.6. Debtor shall, at its expense, perform and observe in all material respects all
provisions of the Collateral to be performed by it, and will not directly or indirectly, amend,
modify, terminate, supplement or waive any right or consent to the amendment, modification
termination, supplementation or waiver of any right with respect to the Collateral or under the RZB
Subordination Agreement.



SECTION 3.7. Debtor shall keep its books and records for the Collateral at its principal place
of business. Debtor shall not move such books and records, or the Collateral, without written
consent of the Secured Parties.



SECTION 3.8. Debtor shall keep the Collateral free of unpaid charges, liens, security
interests, and encumbrances (except those granted to the Secured Parties or the RZB Lien), shall at
all times insure that the RZB Lien remains subordinate to the liens granted to the Secured Parties,
and shall pay when due all taxes and assessments with respect to the Collateral or its use or
operation.



SECTION 3.9. The Secured Parties shall have the right to inspect and make an inventory of the
Collateral, and to examine Debtor’s books and records concerning the Collateral at all reasonable
times and wherever located.



SECTION 3.10. Debtor shall obtain and maintain coverage insuring the Collateral against fire,
theft, and extended coverage risks ordinarily included in similar policies, all subject to the
Secured Parties’ approval, with proceeds payable to Debtor and to the Secured Parties as their
interests may appear. All policies shall require at least 15 days’ written notice to the Secured
Parties before any material change or cancellation. Debtor shall give the Secured Parties a
certificate or a copy of each such policy within 15 days after the date of this Agreement.



SECTION 3.11. Debtor shall notify the Secured Parties within five days if Debtor becomes
involved in any new claim or dispute, or in any litigation or other proceeding before any court,
tribunal, or similar body, in which any potential recovery from Debtor may exceed $50,000.



SECTION 3.12. Debtor shall not merge, consolidate, or acquire all or substantially all of the
assets of any other person or entity without written notice to the Secured Parties.


 


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SECTION 3.13. Debtor and the Secured Parties agree that all payments received by the Secured
Parties for payment of any of the Obligations shall be applied to the oldest portion of the
Obligations, whether evidenced by invoices or otherwise, unless otherwise applied by the Secured
Parties.



ARTICLE IV  —  DEBTOR DEFAULT.




Any of the following shall be an event of Debtor default under this Agreement:



SECTION 4.1. Failure of Debtor to pay any of the Obligations when due.



SECTION 4.2. Failure of Debtor to perform any obligation under this Agreement.



SECTION 4.3. Making false statements to the Secured Parties, or withholding any information
with the intent to deceive the Secured Parties.



SECTION 4.4. Loss, theft, damage or destruction, levy, seizure, or attachment of any of the
Collateral, unless such Collateral is either (i) fully covered by insurance, or (ii) replaced as
Collateral by property of equal or greater value, or unless (iii) any such levy, seizure, or
attachment is released or dissolved within three days after it is made.



SECTION 4.5. A change in the financial or other condition of Debtor or the Collateral such
that in the Secured Parties’ opinion the Secured Parties’ risks are increased or the value or
security of the Collateral is impaired.



SECTION 4.6. Debtor’s dissolution or termination of existence, or insolvency of Debtor; or
Debtor’s inability to pay its debts as they mature; or the appointment of a receiver of any
property of Debtor; or Debtor’s filing of a voluntary petition in bankruptcy; or the adjudication
of Debtor as a bankrupt; or any transfer, without prior written consent by the Secured Parties, of
a substantial part of Debtor’s property.



ARTICLE V —  SECURED PARTIES’ REMEDIES.




Upon any Debtor default, the Secured Parties at their option and without demand or notice to
Debtor, may have any one or more of the following remedies, plus other remedies available under
applicable law:



SECTION 5.1. Declare all Obligations due and payable, with interest thereon, from the date of
default until paid, at the rate of 10% per annum or the maximum rate permitted by law, whichever is
less, unless a different rate is required by any applicable instrument.



SECTION 5.2. Take possession of the Collateral wherever located; and Debtor hereby authorizes
the Secured Parties to enter upon Debtor’s premises and secure or identify the Collateral as the
Secured Parties’.


 


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SECTION 5.3. Sell or otherwise dispose of the Collateral at public or private, sale, whether
or not Debtor is present at the sale, on such terms and in such manner as the Secured
Parties may determine in compliance with the UCC and Debtor expressly agrees that reasonable
notice of the time and place of the sale shall be ten days.



SECTION 5.4. Make demand for, and Debtor promptly shall deliver to the Secured Parties, in
kind, the proceeds of any sale or other disposition of Collateral; and the Secured Parties shall
have the right to notify any or all account Debtors of Debtor of the Secured Parties’ security
interest, and to require remittance directly to the Secured Parties of all sums due Debtor, and
Debtor hereby authorizes the Secured Parties, in their sole and absolute discretion, to compromise
and settle any claims of the Debtor against third persons in a commercially reasonable manner, and
to endorse Debtor’s name on any instruments received in payment of an account.



SECTION 5.5. A default hereunder is also a default under the Note and the Letter and the
Secured Parties shall have the right to pursue its remedies under such agreements and under this
Agreement, successively or concurrently, or otherwise as the Secured Parties may determine, and the
Secured Parties shall not thereby be stopped or prevented from pursuing any other remedy it may
have under such agreements, or under this Agreement, or by law.



SECTION 5.6. Make demand for, and Debtor promptly shall pay to the Secured Parties any
deficiency if proceeds of any sale or other disposition of Collateral are insufficient to satisfy
the Obligations; and, in addition, Debtor shall reimburse the Secured Parties upon demand for all
costs and expenses incurred by the Secured Parties in retaking, holding, and preparing the
Collateral for disposition, and in the sale or other disposition, and for all attorneys’ fees,
legal costs and expenses, and collection fees incurred by the Secured Parties in the exercise of
its rights and remedies under this Agreement and in the collection of Obligations. All such costs
and expenses also shall be Obligations, secured under this Agreement.



ARTICLE VI —  GENERAL.




SECTION 6.1. Debtor hereby authorizes the Secured Parties to prepare and/or file and/or add
additional information as it becomes available, or otherwise transmit any and all records,
including but not limited to writings or other written documents, if applicable, which Secured
Parties in their sole discretion shall deem necessary to create and perfect a security interest
consistent with this Agreement or with any future grant of a security interest authenticated by
Debtor, (such authentication can be by any medium, written or unwritten, including but not limited
to telephone, electronic transmission or a writing) including but not limited to a security
agreement, initial financing statement, financing statement, in lieu of financing statement,
amendments and continuation statements, by any means authorized by law, whether such law is
currently in effect or becomes effective after the execution hereof, including electronic filing.
Debtor understands and agrees that by executing this agreement, Debtor has hereby authenticated (as
that term is defined in the UCC) this Agreement as a record and authorizes the Secured Parties to
(1) prepare and file such record(s) without the signature of Debtor, (2) to file such writing
bearing any general, generic or super-generic description of the Collateral authorized by the UCC
and (3) authorizes Secured Parties to file any future records which shall hereby be deemed
authenticated (as defined in the UCC) by Debtor.


 


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SECTION 6.2. Notwithstanding anything herein to the contrary, (a) the Debtor shall remain
liable under the Collateral to the extent set forth therein and shall perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been executed, (b) the
exercise by the Secured Parties of any of the rights or powers conferred upon them under this
Agreement shall not release the Debtor from any of its duties or obligations under the Collateral,
and (c) the Secured Parties shall not have any obligations or liability under the Collateral by
reason of this Agreement, nor shall the Secured Parties be obligated to perform any of the
obligations or duties of the Debtor thereunder, or to take any action to collect or enforce any
claim for payment assigned hereunder. So long as a default shall not have occurred and be
continuing, Debtor shall be permitted to exercise all voting and other rights with respect to any
equity securities comprising Collateral as long as no vote shall be cast, or right exercised or
other action taken which, in Secured Parties’ reasonable judgment, would, directly or indirectly,
materially impair the value of any Collateral or which would be inconsistent with or result in a
default under the Letter. Upon the occurrence and during the continuance of a default, the
aforesaid rights shall immediately and automatically vest in Secured Parties.



SECTION 6.3. The Secured Parties’ sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, whether pursuant to §9-207 of the UCC or
otherwise, shall be to deal with such Collateral in the same manner as it deals with similar
property for its own account. Neither the Secured Parties, nor their respective directors,
officers, employees or agents, shall be liable for failure to demand, collect or realize upon any
of the Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any of the Collateral upon the request of the Debtor or any other person or to
take any other action whatsoever with regard to any of the Collateral. The rights of the Secured
Parties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties of
any right, power or remedy against the Debtor or against any other person which may be or become
liable in respect of all or any part of the Obligations or against any collateral security
therefor, guarantee thereof or right of offset with respect thereto. The Secured Parties shall not
have any obligation to exercise any of their rights or powers under this Agreement.



SECTION 6.4. This Agreement shall create a continuing security interest in the Collateral and
shall apply to all past, present and future Obligations, including, without limitation, Obligations
that arise under transactions that continue any of the Obligations, increase or decrease any of the
Obligations, or from time to time create new Obligations after all or any prior Obligations have
been satisfied. Upon termination or indefeasible payment, performance and discharge in full of the
Note and the Letter, and the indefeasible payment, performance and discharge of all Obligations in
full, the security interests granted under this Agreement shall terminate and Debtor shall be
entitled to the return, upon its request and at its expense, of such of the Collateral in the
possession of the Secured Parties as shall not have been sold or otherwise applied pursuant to the
terms hereof. The Secured Parties shall, promptly upon Debtor’s request, execute termination
statements or other filings as Debtor may require and provide to Secured Parties in executable form
to evidence the termination of this Agreement and the security interests granted hereby.


 


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SECTION 6.5. All notices shall be in writing and delivered personally or by certified mail,
postage prepaid, to the other party at the following addresses:




To Secured Parties:




c/o TransMontaigne Product Services Inc.

Attn: President

1670 Broadway, Suite 3100

Denver, Colorado 80202




To Debtor:

Ian Bothwell

2121 Rosecrans Ave, Ste 3355

El Segundo, CA 90245



or other address given by notice, and shall be effective when delivered personally or as shown on
the receipt, or if none, 48 hours after deposit in the mails.



SECTION 6.6. This Agreement shall inure to the benefit of and shall bind each of the parties
and their respective heirs, representatives, successors, and assigns; but Debtor shall not assign
any interest or obligation herein without prior written consent of the Secured Parties.



SECTION 6.7. If any provision hereof is held to be invalid, the other provisions shall remain
enforceable unless deletion of the invalid material will defeat the essential purposes of the
parties as expressed herein.



SECTION 6.8. The terms of this Agreement are intended by the parties as the complete, final,
and exclusive statement of their agreement as to the matters described herein, and may not be
contradicted by evidence of any prior or contemporaneous oral or written agreement.



SECTION 6.9. If two or more parties are referred to herein as Debtor, they shall be jointly
and severally liable under this Agreement, and the liability of each shall not be affected as to a
party by the termination or release of any party or security of or from any other party.



SECTION 6.10. This Agreement may be executed in counterparts, each of which shall be an
original but all of which together shall constitute but one and the same instrument.



SECTION 6.11. This Agreement and all transactions contemplated herein or resulting herefrom
shall be governed by and construed in accordance with Texas law.



SECTION 6.12. This Agreement supersedes the Original Security Agreement.


 


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Executed as of the date first given above.



	 	 	 	 	 	 	 
	TRANSMONTAIGNE PRODUCT SERVICES INC.	 	RIO VISTA OPERATING PARTNERSHIP L.P.
	 	 	 	 	By Rio Vista Operating GP LLC,
	By:	 	 	 	its General Partner
	 

	 	 	 	 	 	 
	Name:

	 	William S. Dickey	 	 	 	 
	Title:

	 	President and Chief Operating Officer
	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ian T. Bothwell
	 

	 	 	 	Title:
	 	Vice President Chief Financial Officer
	 
	 	 	 	 	 	 
	TRANSMONTAIGNE PARTNERS L.P.

By TransMontaigne Operating GP L.L.C.,

its general partner
	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	William S. Dickey	 	 	 	 
	Title:	 	Executive Vice President & Chief Operating Officer







 


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EXHIBIT A




Other Debtor Names, Marks or Locations




None




 


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EXHIBIT B




U.S. Easements




[See Attached]





 


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EXHIBIT B

To Restated and Amended Security Agreement

dated September 12, 2007




U.S. EASEMENTS




Rio Vista Operating Partnership L.P. (“RIO”), represents that it is the current owner of the
rights in and to the following, and in instances where RIO was not the original grantee, it
acquired ownership pursuant to that certain Conveyance Agreement dated9/30/04, from Penn Octane
Corporation (“Penn”) , to RIO, recorded 12/1/04 in Volume 10806, Page 223, as Document No. 00067344
of the Cameron County, Texas records.




	1	 	(a) International Boundary and Water Commission, United States and Mexico, United States
Section, License No. LSF/G-1589; and







(b) US Dept. of State Permit authorizing Penn to construct two pipelines crossing the
International Boundary Line between the U.S. and Mexico for the transport of LPG and Refined
Product, dated July 26, 1999;




as recorded 5/22/01 in Vol. 7082, Page 194, as Items 1 & 2.




	2	 	Easement dated 11/19/99 from Miguel Ortiz, et al., to CPSC International (“CPSC”), recorded
in Vol. 6286, Page 200.

	 
	3	 	Easement dated 3/30/01from Texas Department of Transportation for US Highway 281 crossing,
Control #220-4, recorded 5/22/01 in Vol. 7082, Page 194, as Item 13.

	 
	4	 	Easement dated 7/25/03 from National Kingdom Corp. to Penn , recorded 10/21/03 in Vol. 9530,
Page 26.

	 
	5	 	Warranty Deed from Sue C. Melancon aka Susan C. Melancon, to Penn dated 4/1/02, recorded
4/18/02 in Vol. 7902, Page 187. (Note: Deed conveys a 25-acre tract and a .88-acre tract).

	 
	6	 	Easement from Teofilo Flores, Jr., et ux, to Penn dated 11/21/01, recorded 1/23/02 in Vol.
7689, Page 215-222.

	 
	7	 	Easement dated 8/12/99from Milton E. Wentz, Jr., Trustee to CPSC, recorded in Vol. 6286,
Page 211-216.







 


 









 








	8	 	Easement from Cameron County Drainage District Number One to CPSC,
Recorded in Vol. 7082, Page 194, as Item 12

	 
	9	 	INTENTIONALLY DELETED.

	 
	10	 	Easement from Kincannon Farms Partnership to CPSC, dated 8/9/99, recorded in Vol. 6286, Page
194-199.

	 
	11	 	Easement from Estate of Alberta C. Zins, Deceased to Penn dated 8/21/00, recorded 9/07/00 in
Vol. 6522, Page 280-285.

	 
	12	 	Easement from Dr. Joseph W. Henry, to CPSC, dated 8/09/99, recorded 5/12/00 in Vol. 6286,
Page 189.

	 
	13	 	Easement from Walter Edward Plitt, IV, as Trustee, to Penn dated 8/28/00, recorded 9/07/00 in
Vol. 6522, Page 261-266.

	 
	14	 	Easement from Lucio Gonzalez, Jr. to Penn dated 9/13/00, recorded 1/05/01 in Vol. 6763, Page
161-166.

	 
	15	 	INTENTIONALLY DELETED (same as #8 above).

	 
	16	 	Easement from Dale Brooks to Penn Octane Corporation dated 11/10/00, recorded on 12/05/00 in
Vol. 6703, Page 166-172.

	 
	17	 	Pipeline Crossing Agreement from Union Pacific Railroad Company (“UPRR”), to CPSC, dated
7/20/99, for Mile Post 7.50, recorded Vol. 7082, Page194, Item 11.

	 
	18	 	Easement from Jose J. Marquez to Penn dated 8/29/00, Recorded on 9/07/00 in Vol. 6522, Page
267-272.

	 
	19	 	Easement from Jose J. Marquez to Penn dated 8/29/00, Recorded on 9/07/00 in Vol. 6522, Page
273-279.

	 
	20	 	Easement from Texas Department of Transportation dated 3/30/01, for US Hwy No. 77 and 83
crossings; Control #39-9, recorded on 5/22/01 in Vol. 7082, Page 194, as Item 17.

	 
	21	 	Easement from Peter Marchesin (Blocks 3, 14, and 16) to Penn dated 7/15/02,recorded on
10/16/02 in Vol. 8414, Page 74-81.

	 
	22	 	Easement from Texas Parks & Wildlife Department to Penn, recorded in Vol. 8761, Page 78-96
(license agreement.)

	 
	23	 	INTENTIONALLY DELETED (same as #21 above)





 


 









 





	24	 	Easement from Gonzalez Family Limited Partnership to Penn dated 7/06/00,recorded on 9/07/00
in Vol. 6522, Page 300.

	 
	25	 	INTENTIONALLY DELETED (same as #21 above).

	 
	26	 	INTENTIONALLY DELETED (same as #22 above).

	 
	27	 	Easement from Jesus L. and Maribel Nieto to Penn dated 11/03/00, recorded on 12/05/00 in Vol.
6703, Page 159.

	 
	28	 	Easement from Lloyd S. Fallin, et al. to Penn dated 12/13/00, recorded on 1/04/01 in Vol.
6762, Page 74.

	 
	29	 	Easement from Nieves Hernandez to Penn dated 6/23/00, recorded 9/07/00, in Vol. 6522, Page
307.

	 
	30	 	Warranty Deeds from Sara Patricia Purswell Moesker and Arthur Don Purswell, to Penn dated
1/30/01, recorded in Vol. 6851, at Pages 208 & 211

	 
	31	 	Easement from Miguel A. Rubiano, et al. to Penn dated 7/28/00,recorded on 1/05/01 in Vol.
6763, Page 136.

	 
	32	 	Easement from Reynaldo G. Garza, Jr. to Penn Octane Corporation dated 2/12/01,rRecorded on
2/13/01 in Vol. 6842, Page 0008 (and also identified as Item 31 at Vol. 7082, Page 194)

	 
	33	 	Easement (Van Reit) retained by Penn, as Grantor, in deed to CPSC dated 11/19/99, recorded in
Vol. 7082, Page 182; together with Joint Use Agreement dated 9/14/01, between Penn and
Brownsville Navigation District of Cameron County, Texas concerning said easement.

	 
	34	 	Easement from Justo Barrientes, Jr. to Penn dated 8/21/00, recorded on 1/05/01 in Vol. 6763,
Page 149.

	 
	35	 	Easement from Roberto Vasquez, Jr., et ux, to Penn dated 6/16/00, recorded on 9/07/00 in Vol.
6522, Page 286.

	 
	36	 	Easement from Roberto Leal to Penn dated 8/31/00, recorded on 9/07/00 in Vol. 6522, Page 293.

	 
	37	 	Easement from SolTex Development, Inc. to CPSC, dated 4/20/00, recorded 5/12/00 in Vol. 6286,
Page 184.

	 
	38	 	Easement dated 6/23/99 from Texas Department of Transportation for Highway No. FM511, Control
#684-1, recorded 5/22/01 in Vol. 7082, Page 194 , as Item 16.





 


 









 





	39	 	Encroachment Agreement, Folder No. 1785-11, between Union Pacific Railroad to CPSC, dated
10/7/99, recorded in Vol. 6286, Page 184.

	 
	40	 	Easement dated 8/25/03, from Phillip Arnold Bleakney, Jr., et al., to Penn, recorded in Vol.
9530, Page 33.







Easement dated 7/18/02 from Richard R. Lee, to Penn, recorded in Vol. 8234, page 78.




Permit from Cameron County Engineering, dated 7/17/99, for installation of two
pipelines along right-of-way of Chemical Road, Old Port Isabel Rd, FM 1847, Emilia
Lane, Old Alice Road, County Road/Butler Road, and Carmen Avenue; as recorded in
Volume 7082, Page 194, as Item 14. (NOTE: appears to be same permit for Parcels 13,
27 and 43).




Easement Agreement dated 8/30/05 from Juan Antonio Silva Salazar to RIO, recorded in
Volume 11792, Page 188.




Approval dated 6/23/99, from Texas Department of Transportation, Hwy. SH 48, Control
#220.7, to CPSC, as recorded in Volume 7082, Page 194, as Item 15.




Easement dated 8/30/05, from S&S Truck & Equipment Inc., dba S&S Truck Sales, to
RIO, recorded in Vol 11792, Page 190.




Easement dated 10/18/99from Texas Department of Transportation for US Highway FM
1847, Control 1801-1 (Parcel 36).




Warranty Deed dated 11/10/00, from Gulf Breeze, Inc., to Penn, recorded 12/7/00 at
Vol. 6709, Page 197. (Note: Deed conveys a 25-acre parcel of land)




Special Warranty Deed effective as of 8/8/00, from Mae Dean Wheeler, as Trustee of
the F.W. Bert Wheeler Trust and the Mae Dean Wheeler Trust, to Penn, recorded
6/5/02, as Document No. 00029877. (Note: Deed conveys a 21.761-acre tract).




Quit Claim Deed effective as of 8/8/00, from Mae Dean Wheeler, as Trustee of the
F.W. Bert Wheeler Trust and the Mae Dean Wheeler Trust, to Penn, recorded 6/5/02, as
Document No. 00029878. (Note: Deed conveys a .695-acre tract).




Pipeline Crossing Agreement between UPRR and CPSC, dated 7/19/99, for Mile Post
198.59, Folder No. 1785-58, Audit No. 211130, as recorded in Volume 7082, Page 194
as Item 9.




Pipeline Crossing Agreement between UPRR and CPSC, dated 7/19/99, from Mile Post
6.45, Folder No. 1785-60, Audit No. 211174, as recorded in Volume 7082, Page 194 as
Item 10.


 


 









 






Easement Agreement for pipeline right-of-way, Contract #3154, dated 9/22/99, as
amended, from Brownsville Navigation District of Cameron County, Texas to RIO.




Right of Way and Easement Agreement from Titan Wheel International, Inc. dba Titan
Tire Corporation of Texas, to RIO, dated 1/20/06, recorded 8/10/06, in Vol. 12897,
Page 11, as Document No. 00046864.




Right of Way and Easement Agreement and Subordination Agreement from Juan Guajardo,
Jr. Farms, Inc., to RIO, dated 2/23/07, recorded 3/21/07 in Vol. 13617, Page 298, as
Document No. 00015006.1




Any and all documentation relating to status of certain parcels of the U.S.
Easements and/or Pipeline Assets as indicated on Map Alignment Sheets, prepared by
Holdar Engineering, revised as of July 2002, as follows:




	 	a.	 	Esquivel Family Trust; pertaining to Parcel 4;

	 
	 	b.	 	Parcel 4A

	 
	 	c.	 	Parcel 9B

	 
	 	d.	 	Parcel 14C

	 
	 	e.	 	Parcel 33







			
	NOTE:	 	All recording references are to the County Clerk’s Office in Cameron County, Texas