Filed by Bowne Pure Compliance



 




Exhibit 10.45




RESTATED AND AMENDED PROMISSORY NOTE

SEPTEMBER 12, 2007




FOR VALUE RECEIVED, the undersigned, RIO VISTA OPERATING PARTNERSHIP L.P., a Delaware limited
partnership (“Borrower”), promises to pay to the order of TRANSMONTAIGNE PRODUCT SERVICES INC., a
Delaware corporation (“Holder”), at Holder’s offices at 1670 Broadway Street, Suite 3100, Denver,
Colorado 80202, or at such other place Holder may from time to time designate, the principal sum of
ONE MILLION DOLLARS ($1,000,000) (the “Loan Amount”), together with interest thereon at the rate
hereafter specified and any and all sums which may be owing Holder by Borrower pursuant to this
Promissory Note (hereinafter referred to as the “Note”). This Note amends and restates the
Promissory Note dated August 15, 2005 in the original principal amount of $1,300,000 executed by
Borrower in favor of Holder (the “Original Note”).



1. Interest Rate. From the date hereof until all sums due hereunder, whether
principal, interest, charges, fees or other sums, have been paid in full, interest shall accrue on
the unpaid principal balance of this Note at a rate equal to the prime rate of interest for large
U.S. Money Center Commercial Banks published under “Money Rates” by The Wall Street Journal
(“Prime Rate”) plus two percent (2%) per annum, as described in paragraph three below, or the
highest rate permitted by law, whichever is lower. The interest rate shall fluctuate as the Prime
Rate fluctuates.



2. Calculation of Interest. Interest shall be calculated on the basis of a three
hundred sixty (360) day year applied to the actual days on which there exists an unpaid balance
hereunder. Interest shall be compounded quarterly in arrears, based on the time-weighted average
of the interest rate applicable during such period, provided, however, that interest shall not be
compounded to the extent such compounding would cause the interest rate to exceed the maximum rate
allowed by law.



3. Repayment Schedule. Interest only shall be due and payable monthly commencing on
September 12, 2007 and continuing on the 1st day of each month through December 31,
2007. On December 31, 2007 the entire principal balance, accrued unpaid interest and any other
amounts due under this Note shall be due and payable in full. Borrower shall pay to Holder a late
charge of 1% of any payment amount that is not paid on December 31, 2007.



4. Prepayment. Borrower shall have the right to prepay the indebtedness evidenced
hereby in full or in part without penalty or premium. All prepayments received hereunder shall be
applied as follows: (i) to interest accrued but unpaid during any period prior to Maturity of the
Note and the balance (iii) to principal.



5. Acceleration. At the option of Holder, the entire balance of principal, accrued
interest and other sums owing under this Note shall become at once due and payable in full, without
notice or demand, upon the occurrence of any one of the following specified events: (i) any failure
by Borrower to make any payment when due hereunder; (ii) the making of a general assignment for the
benefit of creditors by Borrower; (iii) the appointment of a receiver for Borrower’s assets and
properties; (iv) the filing of a petition or the commencement of a
proceeding by or against Borrower for any relief under bankruptcy or insolvency laws, which
proceeding is not dismissed with thirty days; or (v) the dissolution, insolvency or liquidation of
Borrower.


 


 









 





6. Expenses of Collection. Borrower shall pay all of Holder’s reasonable costs, fees
(including, but not limited to, reasonable attorneys’ fees) and expenses resulting from attempts by
Holder to recover payments due from Borrower under this Note, whether or not judgment has been
confessed or suit has been filed.



7. Waiver of Protest. Borrower and all parties now or hereafter liable for payment of
this Note waive presentment, demand, protest, notice of protest, notice of dishonor and all other
notices and demands, other than any notice which may be required pursuant to any provision of any
document executed in connection with this Note.



8. Binding Nature. This Note shall inure to the benefit of and be enforceable to
Holder and Holder’s successors and assigns and any other person to whom Holder may grant an
interest in Borrower’s obligations to Holder, and shall be binding upon and enforceable against
Borrower and Borrower’s successors and assigns.



9. Security for Repayment. The payment of indebtedness evidenced by this Note is
secured by the property or collateral as set forth in that certain Restated and Amended Security
Agreement dated September 12, 2007 among the Holder, TLP and the Borrower. Rights and obligations
with respect to the collateral are governed by the Security Agreement.



10. Original Note. This Note supersedes the Original Note.


 


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IN WITNESS WHEREOF, Borrower has executed this Restated and Amended Promissory Note on the Date
first above written.



	 	 	 	 	 	 	 
	 	 	 	 	BORROWER:
	 
	 	 	 	 	 	 
	ATTEST:	 	RIO VISTA OPERATING PARTNERSHIP L.P.
	 	 	 	 	By Rio Vista Operating GP LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:
	 	Ian T. Bothwell
	 

	 	 	 	 	 	 
	Title:

	 	 	 	Title:
	 	Vice President, Chief Financial Officer
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:
	 
	 	 	 	 	 	 
	HOLDER:
	 
	 	 	 	 	 	 
	TRANSMONTAIGNE PRODUCT SERVICES, INC.
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name:	 	William S. Dickey
	Title:	 	President and Chief Operating Officer







 


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