Exhibit 10.11


    
      

    

    Exhibit
      10.11

    


    Form
      of

    “U.S.
      PIPELINE SERVICE AGREEMENT”

     

    This
      U.S.
      Pipeline Service & Operating Agreement (the “Agreement”),
      effective as of ___________, 2006
      (“Effective Date”), by and between TransMontaigne Product Services Inc., a
      Delaware corporation, with offices at 1670 Broadway Street, Suite 3100, Denver,
      Colorado 80202 (“Operator”), and Rio Vista Operating Partnership L.P. (“Rio”),
      Operator and Rio being sometimes collectively referred to as “Parties” and
      sometimes individually as a “Party,” is based on the following
      premises:

    


    PREMISES

    


    A.   Rio,
      Penn
      Octane International LLC and the Operator entered into that certain Purchase
      and
      Sale Agreement, dated August 15, 2005, as amended and restated on August
      15, 2006
      (“Purchase
      Agreement”),
      pursuant to which Operator agreed, among other things, to purchase and Rio
      agreed to sell to Operator certain “Brownsville
      Terminal Assets,”
as
      that term is defined in the Purchase Agreement.

    


    B.    Rio
      wishes to contract with the Operator to operate and maintain the U.S. Pipeline;
      and

    


    C.    This
      Agreement, being a condition of the closing under the Purchase Agreement, the
      Operator will so contract with Rio to operate and maintain the U.S. Pipeline
      upon the terms and conditions provided in this Agreement.

    


    Therefore,
      Rio
      and the
Operator,
      in
      consideration of the foregoing premises, which are included in this Agreement
      by
      this reference, and the covenants and promises included in this Agreement,
      and
      intending to be legally bound hereby, agree as follows:

     

    Section
      1.   DEFINITIONS.   In
      addition to those terms defined in the premises, as used in this Agreement,
      the
      terms set forth below shall have the following respective meanings:

    


    “Affiliate”
means,
      with respect to any Person, (a) any Subsidiary of such Person or (b) any other
      Person that, directly or indirectly, controls, is controlled by, or is under
      common control with, such Person, excepting from the foregoing TransMontaigne
      Partners L.P. or any of its affiliates. For the purposes of this definition,
      “control” means the possession of the power to direct or cause the direction of
      management and policies of such Person, whether through the ownership of voting
      securities, by contract, or otherwise.

     

    “Applicable
      Legal Requirements”
      means
      all statutes, laws (including but not limited to Environmental Laws, DOT 49CFR
      Part 195, and laws applicable to petroleum pipelines), treaties, decrees,
      executive orders, rules, regulatory orders, directives, judgments, writs,
      Permits, approvals, ordinances, regulations, franchises, or concessions, as
      in
      effect and as may be amended during the Term of this Agreement and any extension
      thereof, of any court, arbitrator, or Governmental Authority, having
      jurisdiction over the Parties, applicable to the Parties’ respective rights or
      obligations under this Agreement or the U.S. Pipeline.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    “Arbitration
      Notice”
has
      the
      meaning provided in Section 9.15(E).

    


    “Capital
      Expenditure” means
      the
      expenditure of substantial funding for maintenance or repair of the U.S.
      Pipeline involving a non-routine capital project that is deemed, in the
      reasonable opinion of the Operator, to involve a threat or potential threat
      to
      the continued safe, efficient and legally compliant operation of the U.S.
      Pipeline.

    


    “Delivery
      Meter” has
      the
      meaning provided in Section 4.5.

    


    “Dispute”
has
      the
      meaning provided in Section 9.15(A).

    


    “Dispute
      Notice”
has
      the
      meaning provided in Section 9.15(B).

    


    “DOT”
      means
      the U.S. Department of Transportation.

    


    “Easements”
      has the
      meaning given in subsection (ii) of the definition of U.S.
      Pipeline.

    


    “Emergency
      Response Incident” means
      any
      operating condition resulting from fire or explosion occurring near or directly
      involving the U.S. Pipeline, accidental release of hazardous vapors, liquids
      or
      other substance, operational failure causing a hazardous condition, natural
      disaster affecting the U.S. Pipeline or acts of sabotage, or any other condition
      that has the potential to immediately adversely affect human life, property,
      the
      environment or the U.S. Pipeline.

    


    “Environmental
      Laws”
means
      any Law or Order relating to protection of the environment, including, persons
      or the public welfare from actual or potential exposure (or the effects of
      exposure) to any actual or potential Release.

    


    “FERC”
      means
      the
      Federal Energy Regulatory Commission.

    


    "Force
      Majeure",
      means
      acts of
      God, strikes, lockouts or industrial disputes or disturbances, civil
      disturbances, arrest and restraint of rulers or people, interruptions by
      government or court orders, necessity for compliance with any present and future
      valid orders of court, or any law, statute, ordinance or regulation promulgated
      by any governmental or regulatory authority having proper jurisdiction, acts
      of
      the public enemy, wars, riots, blockades, insurrections, including inability
      to
      secure materials by reason of allocations promulgated by authorized governmental
      agencies, epidemics, landslides, lightning, earthquakes, fires, storms, floods,
      washouts, inclement weather which necessitates extraordinary measures and
      expense to construct facilities or maintain operations, explosions, partial
      or
      entire failure of LPG supply, breakage or accident to machinery or lines of
      pipe, the interruption or suspension of the receipt of LPG deliveries hereunder
      by Rio or the Operator due to the declaration of force majeure by third-party
      transporters, or any other cause whether of the kind herein enumerated or
      otherwise, not reasonably within the control of the party claiming "Force
      Majeure".

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    “Good
      Industry Practice”
      means
      the practices and methods, normally employed by a prudent operator of a
      petroleum products pipeline in the U.S. as well as in accordance with (i)
      applicable American Petroleum Institute (API) standards; (ii) applicable DOT
      rules and regulations, including DOT Part 195; and ASME Code B.31.4. Consistent
      with the foregoing, Good Industry Practice shall include compliance with
      Applicable Legal Requirements, as well as practices recommended by Governmental
      Authorities having jurisdiction over the U.S. Pipeline or by relevant industry
      advisory bodies or organizations.

    


    “Governmental
      Authority”
means
      any U.S. federal, state, provincial or local government or governmental
      regulatory body and any of their respective subdivisions, agencies,
      instrumentalities, authorities or tribunals that have jurisdiction over the
      U.S.
      Pipeline.

     

    “Law”
means
      any U.S. federal, state, provincial or local law, statute, rule, ordinance,
      code
      or regulation.

    


    “LPG”
means
      liquefied petroleum gas.

    


    “Manual”
      has the
      meaning indicated in Section 4.1(E).

    


    “Mediation
      Notice”
has
      the
      meaning provided in Section 9.15(D).

    


    “Mexican
      Assets”
means
      those assets and facilities owned or controlled by Rio or its Mexican
      Affiliates, including the Mexican Terminal Site and the Mexican portion of
      the
      Owned Pipelines.

    


    “Mexican
      Terminal Site”
means
      the plot of land and associated equipment and improvements owned by a Mexican
      Affiliate of Rio, where the LPG or other petroleum products are stored, which
      is
      located at Carretera Sendero Nacional Km. 9, desviacion Carretera La
      Risita-Lucio Blanco Km. 3.4 desviacion brecha 22 s/n (a 500 metros), Ejido
      La
      Gloria, C.P. 87560, Matamoros, Tamaulipas, Mexico.

     

    “Non-Routine
      O&M Services”
      has the
      meaning given in Section 4.2.

    


    “Obligations”
has
      the
      meaning provided in Section 3.

    


    “Order”
means
      any order, judgment, injunction, ruling, or decree of any U.S. court or other
      Governmental Authority.

    


    “Owned
      Pipelines” means
      the
      approximately 23-mile 6-inch and 8-inch pipelines and associated equipment
      and
      improvements owned by Rio connecting the Brownsville Terminal Assets to the
      Mexican Terminal Site.

    


    “Permits”
      shall
      mean all permits, authorizations, variances, approvals, registrations,
      certificates of occupancy, orders, waivers, variances or other approvals or
      licenses granted by any Governmental Authority or third Persons.

    


    “Person”
means
      any natural person, corporation, partnership, limited liability company, trust,
      unincorporated organization or economic unit, Governmental Authority, government
      instrumentality or other entity of any kind.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    “Release”
means
      any releasing, depositing, spilling, leaking, pumping, pouring, placing,
      emitting, discarding, abandoning, emptying, discharging, migrating, injecting,
      escaping, leaching, dumping or disposing.

    


    “Right
      of Way”
      means
      the Fee Properties and Easements, as those terms are defined in the definition
      of the U.S. Pipeline.

     

    “Routine
      O&M Services” has
      the
      meaning given in Section 4.1.

     

    “Subsidiary”
means,
      with respect to any Person, any corporation, partnership, limited liability
      company, incorporated in the U.S. or Mexico, or other entity of which a majority
      of the Equity Interests having ordinary voting power to elect a majority of
      the
      board of directors, board of managers or other similar managing body of such
      corporation, partnership, limited liability company, or other entity of any
      kind
      are owned by such Person. 

     

    “U.S.
      Pipeline”
      means
      the following assets of Rio:

    


    (i)
      all
      real property held in fee by Rio used in connection with respect to the U.S.
      portion of the Owned Pipelines (collectively, the “Fee
      Properties”);

    


    (ii)
      all
      easements and real property licenses (including right-of-way permits from
      railroads and road crossing permits or other right of way permits from
      Governmental Authorities) held by Rio with respect to the U.S. portion of the
      Owned Pipelines (collectively, the “Easements”); and

    


    (iii)
      all
      structures, fixtures, facilities, pipelines, pipes, pumping facilities, pumps,
      fittings, cathodic protection ground beds, rectifiers, local supervisory
      protection software (SCADA), machinery, equipment, engines, valves, connections,
      and all other tangible personal property located on or under the Fee Properties
      and the
      Easements.

    


    
      	
              Section
                2

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

    


    2.1   
        Both
      Parties.  Each
      Party hereby represents and warrants to the other that as of the date of
      execution of this Agreement:

    


    (A)  
         Such
      Party is duly organized, validly existing and in good standing under the laws
      of
      its jurisdiction of organization and is duly qualified to do business under
      the
      laws of the State of Texas and has the requisite power and authority to own
      its
      properties and to carry on its business as now being conducted;

    


    (B)   Such
      Party has full power and authority to enter this Agreement and perform its
      obligations hereunder. The execution, delivery and performance of this Agreement
      have been duly authorized and do not and will not contravene its organizational
      documents or conflict with, result in a breach of, or entitle any party (with
      due notice or lapse of time or both) to terminate, accelerate or declare a
      default under any agreement or instrument to which such Party is a party or
      by
      which such Party is bound. The execution, delivery and performance by such
      Party
      of this Agreement will not result in any violation by such Party of any
      Applicable Legal Requirement applicable to such Party. Such Party is not a
      party
      to, nor subject to, or bound by, any judgment, injunction or decree of any
      court
      or other Governmental Authority which may restrict or interfere with the
      performance of this Agreement by it. This Agreement is such Party’s valid and
      binding obligation, enforceable against such Party in accordance with its terms,
      except as such enforcement may be limited by (1) bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect
      relating to creditors' rights generally, or (2) general principles of
      equity;

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (C)   
        All
      consents, waivers, orders, approvals, authorizations, permits or orders of,
      or
      registrations, qualifications or filings with, any court or other governmental
      agency or authority required for the execution, and delivery by such Party
      of
      this Agreement have been obtained by such Party and are in full force and
      effect, and all such consents, waivers, orders, approvals, authorizations,
      permits, orders, registrations, qualifications and filings required for the
      performance by such Party of the obligations contemplated hereby have been
      or
      will be acquired by such Party prior to the time at which its performance of
      such obligations is due. No consent or waiver of any party to any contract
      to
      which such Party is a party or by which such Party is bound is required for
      the
      execution, delivery and performance by such Party of this Agreement; and


    


    (D)  
         There
      is
      no action, suit, grievance, arbitration or proceeding pending or, to the
      knowledge of such Party, threatened against or affecting such Party at law
      or in
      equity before any federal, state, municipal or other governmental court,
      department, commission, board, arbitrator, bureau, agency or instrumentality
      which prohibits or impairs its ability to execute and deliver this Agreement
      or
      to perform any of the obligations contemplated hereby. Such Party has not
      received written notice of any such pending or threatened investigation, inquiry
      or review by any Governmental Authority. 

    


    2.2   
        Operator.  Operator
      warrants and represents that it has the financial means, technical ability,
      and
      qualified staff to operate and monitor the U.S. Pipeline in accordance with
      the
      terms and conditions set forth in this Agreement.

    


    Section
      3.    
EMPLOYMENT
      OF OPERATOR.   Rio
      hereby retains the Operator to operate and maintain the U.S. Pipeline, in
      cooperation with Rio, pursuant to the terms and provisions of this Agreement,
      including, without limitation, Section 4 below (collectively the “Obligations”)
      and
      hereby contracts with the Operator to do and perform those acts and things
      in
      the name and on behalf of Rio which are necessary, requisite, and proper for
      the
      safe and efficient monitoring, preservation, operation, maintenance, upkeep
      and
      repair of the U.S. Pipeline, with
      the
      objective that the U.S. Pipeline will be utilized for the transportation of
      LPG
      in conformity with Good Industry Practice, in accordance with all valid and
      applicable Laws of Governmental Authorities, and pursuant to the terms and
      provisions of this Agreement. Operator covenants and warrants that it shall
      perform its Obligations hereunder in a safe and workmanlike manner.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              Section
                4.

            	
              ADDITIONAL
                OBLIGATIONS AND DUTIES OF
                OPERATOR.

            


    

    


    4.1   
        Routine
      Operating and Maintenance Services.  At
      the
      sole cost and expense of Operator, Operator will provide the following routine
      operating and maintenance services (“Routine
      O&M Services”),
      consistent with Good Industry Practice and the Manual, for the U.S.
      Pipeline:

    


    (A)   Personnel.  Employment,
      in its sole and exclusive discretion, of such personnel as it may deem necessary
      to efficiently operate and maintain the U.S. Pipeline and to provide support
      for
      and replacements to such personnel in order to perform its Obligations under
      this Agreement in accordance with the provisions of Section 4. 4
      below.

    


    (B)   Management
      Systems.  Provision
      of management
      and administrative systems and computer software programs designed to support
      all of Operator’s Obligations under this Agreement.

    


    (C)   Tools
      and Supplies.  Provision
      of all tools, specialized equipment and vehicles and purchase or caused to
      be
      purchased materials and supplies necessary for operation, maintenance and repair
      of the U.S. Pipeline.

    


    (D)   Integrity
      and Measurement Equipment.  Maintenance
      and
      monitoring of all leak detection devices and other systems associated with
      the
      U.S. Pipeline, including, without limitation, the SCADA system on a (24) hour,
      (7) day a week basis, and provision of mechanical and equipment integrity and
      calibration, including cathodic protection equipment and LPG measurement
      meters.

    


    (E)   Programs,
      Manuals
      and
      Reports.  Development,
      implementation and management of a formal, comprehensive, and fully documented
      ongoing safety program and operation manuals (“Manual”)
      designed to support all aspects of the safe operation of the U.S. Pipeline
      and
      prepare appropriate surveillance, operating and maintenance reports in such
      form
      and detail as may be reasonably requested by Rio or as may be required by the
      Obligations.

    


    (F)   One-Call.  Provision
      of one-call support (line location) services.

    


    (G)      Easement
      Integrity.  Development
      and
      maintenance of U.S. Pipeline/Easement integrity programs, including annual
      brush
      removal, air or visual patrol, and survey activities.

    


    (H)      Measure
      and Quality.  Provide
      LPG measurement, batch reporting, and quality inspection services described
      in
      Section 4.5
      below.

    


    (I)    Contact
      List.  Provide
      Rio, and update as necessary, an emergency contact list of Operator
      personnel.

    


    (J)       Communication.  Keep
      Rio and its
      authorized representative(s) timely and fully informed at all times with regard
      to the operation and maintenance of the U.S. Pipeline. Make periodic reports
      on
      the condition of the U.S. Pipeline and make recommendations related to any
      Capital Expenditure improvements needed for its continued safe and efficient
      operation. 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (K)  
         Coordinate
      with Mexico.  Provide
      appropriate
      communication and coordination with the Mexican Assets with respect to the
      performance of Operator’s Obligations.

    


    (L)   Routine
      Pigging.  Provide
      routine pigging
      (not “smart” pigging) operations and support.

    


    (M)  
        Meetings.  Upon
      request of either
      Party, participate in at least semi-annual meetings with Rio in Houston, Texas
      or such other location as mutually agreed in order to discuss the operation,
      maintenance and repair of the U.S. Pipeline.

    


    (N)  
         Routine
      Maintenance and Repairs.  Perform
      routine and minor maintenance and repair activities that do not involve a
      Capital Expenditure.

    


    (O)  
         Records.  Prepare,
      maintain and make available to Rio, at its request, all maintenance records,
      inspection and testing records, operating procedures, custody transfer
      documents, and such other records as may be required by Law, Governmental
      Authorities, the Obligations of Operator, or as may be reasonably requested
      by
      Rio and maintain all records, documents and other materials received from Rio
      or
      its representatives.

    


    (P)   Accounts.  Prepare
      and maintain correct and complete accounts of all receipts, disbursements and
      deposits of monies and other property received in the name of and to the credit
      of Rio, or as may be approved by Rio.

    


    (Q)   
        Permits.  Act
      as
      agent for Rio in contacts with the DOT and Texas Railroad Commission (“TRC”)
      relating to pipeline safety and operational matters, including the acquisition
      and maintenance of the T-4 and P-5 Permits issued by the TRC and Permits that
      may be required by the DOT.

    


    4.2   Non-Routine
      Operating and Maintenance Services.  Operator
      will provide the non-routine operating and maintenance services (“Non-Routine
      O&M Services”)
      listed
      in this Section 4.2, consistent with Good Industry Practice and the Manual,
      for
      the U.S. Pipeline. Rio will reimburse Operator for all costs, plus 15%,
      associated with the following Non-Routine O&M Services:

    


    (A)   Capital
      Expenditures.  Perform
      non-routine and major maintenance and repair activities that involve a Capital
      Expenditure, as approved by Rio. As soon as Operator is aware of any maintenance
      or repair requiring a Capital Expenditure, it will notify Rio of the need for
      such expenditure, including all necessary detail and will not proceed with
      such
      Capital Expenditure until it receives prior written approval from Rio, which
      approval will not be unreasonably withheld and will be provided if required
      for
      compliance with Applicable Legal Requirements.

    


    (B)   Smart
      Pigging.  Provide
      non-routine “smart” pigging operations and support, subject to the prior written
      approval of Rio, which approval will not be unreasonably withheld and will
      be
      provided if required for compliance with Applicable Legal
      Requirements.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (C)   Emergencies.  Perform
      activities in connection with an Emergency Response Incident in accordance
      with
      Section 4.3 below.

    


    (D)   Force
      Majeure.  Perform
      maintenance,
      repair or other remediation activities or operations in response to or
connected
      with a
      Force Majeure event.

    


    (E)    Third
      Party Damages.  Resolve
      third-party damage or other claims in accordance with Section 4. 6
      below.

    


    (F)    DOT
      Requirements.  Perform
      DOT required construction and construction and regulatory audits in connection
      with the U.S. Pipeline.

    


    4.3   Emergency
      Response.  Operator
      will respond to any Emergency Response Incident related to the U.S. Pipeline.
      In
      the event of an Emergency Response incident:

    


    (A)      Operator
      will provide prompt verbal notification to Rio or its designee with written
      notification to follow within 24 hours of discovery and report the incident
      to
      the appropriate Governmental Authorities.

    


    (B)   Operator,
      in its sole discretion, will take such actions and expend such funds deemed
      by
      Operator to be reasonably necessary and consistent with Good Industry Practice
      and the Manual to keep the U.S. Pipeline operating or restore it to operating
      condition and to respond to the Emergency Response Incident in order to minimize
      the potential adverse affect or damage to human life, property or the
      environment and the U.S. Pipeline and begin repair and remediation
      activities.

    


    (C)   Operator
      will provide Rio a daily update of the status of the Emergency Response
      Incident.

    


    (D)   Within
      48
      hours of discovery of the Emergency Response Incident, Operator will provide
      Rio, or its designee, an estimate of the expenditures to date and an estimate
      of
      anticipated expenditures, including but not limited to, the continued emergency
      response activities, pipeline repair and remediation activities at the emergency
      response site.

    


    (E)    In
      case
      the Emergency Response Incident occurs at the US-Mexico border
      or its
      surroundings Operator and Rio will respond jointly.

    


    (F)    Operator
      shall, in the event the U.S. Pipeline becomes inoperable for any reason,
      including any Emergency Response Incident, utilize commercially reasonable
      efforts to repair the U.S. Pipeline to return it to operation as soon as
      possible.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    4.4   Employees
      and Contractors.  All
      personnel supplied by Operator (including those of its Affiliates) or used
      by
      Operator shall be deemed employees or subcontractors of Operator and will not
      be
      considered employees, agents or subcontractors of Rio for any purpose
      whatsoever. Operator accepts full liability for and shall indemnify Rio against
      the payment of any and all contributions, taxes and penalties for unemployment
      insurance or compensation, old age pensions, employee benefits, or otherwise,
      now or hereafter imposed by any Applicable Legal Requirements or enactment
      of
      any Governmental Authority. In
      addition to Operator’s or Operator’s Affiliate’s employees that are either
      full-time or part-time dedicated to operating and maintaining the U.S. Pipeline,
      Operator may utilize from time to time the services of leased employees,
      independent contractors or the services of its Affiliates to perform its
      Obligations in connection with operating and maintaining the U.S. Pipeline.
      Operator will manage and supervise any consultants and outside contractors
      retained by Operator to ensure that they adhere to Good Industry
      Practice.

    


    4.5   Measurement
      and Custody Transfer.  Custody
      transfer of the LPG
      between
      the U.S. Pipeline and Operator’s Brownsville, Texas terminal facility
      (“Brownsville Terminal”) shall take place at the flange connection between the
      Brownsville Terminal delivery equipment and the U.S. Pipeline. LPG volume and
      quality determination for custody transfer purposes shall be performed at the
      Brownsville Terminal metering facility (“Delivery
      Meter”).
      LPG
      measurement and meter proving and calibration shall be conducted by Operator
      in
      accordance with its Manual. Operator shall prove the Delivery Meter, and any
      other meter installed on the U.S. Pipeline. Rio shall have the right to witness
      the proving of any meters. The procedures for performing the meter proving
      and
      witnessing are defined in Exhibit
      “A,” attached
      to this Agreement and included in it for all purposes by this
      reference.

    


    4.6   Third
      Party Claims.  Operator
      shall upon Rio’s specific written request, (i) represent Rio in negotiations of
      any third party claims made against Rio with respect to the operation and
      maintenance of the U.S. Pipeline, (ii) upon learning of any third party claim,
      provide prompt written notice to Rio and (iii) prior to pursuing any
      negotiations or settlement of any such third-party claims, obtain Rio’s prior
      written approval.

    


    Section
      5      
OWNER’S
      RESPONSIBILITIES.   Rio
      will
      retain responsibility for the following requirements related to the U.S.
      Pipeline:

    


    (A)   All
      FERC
      related regulatory activities.

    


    (B)   Legal
      matters involving litigation and except as provided otherwise in Section
4.6
      claims
      of any third party.

    


    (C)   Taxes
      assessed to Rio, including, without limitation, filing all required federal
      and
      state tax returns and other related reports and documents with respect to its
      ownership of the U.S. Pipeline.

    


    (D)   All
      matters relating to maintenance of or encroachment upon or otherwise involving
      the legal rights to the U.S. Pipeline Right of Way, including, without
      limitation, the payment of any fees or other money, the encroachment of any
      other use on such Right of Way, the negotiation of alteration of the location
      of
      U.S. Pipeline facilities located with any Right of Way.

    


    (E)    Media
      (television, radio, newspaper) relations/public relations.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (F)    Collection
      of tariffs, fees and product loss allowances, as applicable and related to
      the
      U.S. Pipeline tariffs.

    


    (G)   Collection
      of sums of money recoverable pursuant to applicable warranties related to U.S.
      Pipeline material and equipment.

    


    (H)   Provide
      or, cause to be provided, to Operator LPG flow, density, temperature and
      pressure data, and meter counts accurate to within 0.5% for the purpose of
      line
      balancing and computational pipeline monitoring within thirty (30) days from
      the
      Effective Date.

    


    (I)    Provide
      Operator all information currently in possession of Rio with
      true and
      correct copies of the recorded Rights of Way instruments which are currently
      in,
      or which may in the future, be delivered into Rio’s possession and control,
      together with all relevant, non-privileged records and correspondence pertaining
      thereto and copies of U.S. Pipeline maps, including “as built” maps, in Rio’s
      possession and control, which may be utilized by Rio to locate the Rights of
      Way.

    


    (J)    Operation
      of the Mexican Assets in a manner consistent with Good Industry Practice,
      including, without limitation, using commercially reasonable efforts to keep
      the
      Mexican Assets continuously operational and responding appropriately to
      emergencies related to the Mexican side of the U.S./Mexico border and the
      Mexican Assets and immediately notifying Operator verbally of such emergencies,
      promptly followed in writing.

    


    (K)   Provide
      prompt notification to Operator of any operational conditions or events that
      cause, may cause, or will cause a shutdown of the U.S. Pipeline.

    


    (L)    Make
      available and deliver to Operator all files and information necessary for
      Operator to perform the services it is required to provide under this
      Agreement.

    


    (M)   
        Retain
      ultimate legal responsibility with respect to the U.S. Pipeline
      ownership.

    


    (N)   Any
      other
      functions or requirements that Operator does not perform under the terms of
      this
      Agreement.

    


    (O)   Maintain
      adequate insurance on the U.S. Pipeline.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              Section
                6.

            	
              TERM
                AND TERMINATION.

            


    

    


    6.1.  
        Term.  Unless
      terminated earlier under Section 6.2, this Agreement shall commence effective
      as
      of the Effective Date, and shall continue thereafter for the term
      of
      the agreement with PMI, or any extensions thereof (“Term”),
      or as
      terminated upon the mutual agreement of both Parties.

    


    6.2.     Termination.  This
      Agreement shall immediately terminate if:

    


    (A)   Either
      Party
      becomes
      insolvent, files a petition in bankruptcy or makes an assignment for the benefit
      of creditors, or a petition in bankruptcy is filed against either
      Party
      and is
      not dismissed within (30) days of filing;

    


    (B)   Any
      foreclosure, execution or attachment proceedings are initiated against
either
      Party
      whereby
      all or part of that Party’s
      interest herein may become subject to the lien, interest or authority of a
      creditor, custodian, receiver, trustee or other legal authority;

    


    (C)   The
      corporate existence of either
      Party
      is
      dissolved.;
      or

     

    (D)   If
      the
      LPG Transportation Agreement between the Parties,
      of the
      same date as this Agreement, is terminated.

    


    Section
      7.      COMPENSATION.

    


    7.1   Payment.  Operator
      will provide the Routine O&M Services at its sole cost and expense. For the
      Non-Routine O&M Services to be rendered by Operator under this Agreement and
      all materials and supplies provided in connection with such services, Rio shall
      reimburse
      the
      Operator for
      all
      costs
actually
      incurred
      in performing
      the Non-Routine O&M Services,
      plus
15%.

    


    7.2   Payment
      Schedule.  Rio
      shall
      pay Operator no later than ten (10) days after receipt of an original invoice,
      all undisputed amounts payable according to the invoice received from Operator.
      Any undisputed amount not paid when due shall bear interest at the prime rate
      of
      Wells Fargo Bank, N.A. as in effect from time to time, plus five percent (5%)
      from the due date until paid in full. Payment shall be made by wire transfer
      to
      a bank account designated by Operator. Any disputed amount resolved in
      Operator’s favor shall bear interest at the prime rate of Wells Fargo Bank, N.A.
      as in effect from time to time, plus five percent (5%) from the due date until
      paid in full.

    


    7.3   Tax
      Reimbursement.  Rio
      shall
      reimburse Operator for the actual cost of any documented real and personal
      property taxes, assessment or levies which may be assessed and levied upon
      the
      U.S. Pipeline and its property, real and personal or mixed, related thereto,
      it
      being understood such taxes, assessments or levies shall exclude tankage and
      associated facilities for the receipt and delivery of petroleum products
      constructed for or operated on behalf of shippers in the U.S. Pipeline. Any
      such
      taxes, levies or assessments incurred by Operator under this Agreement shall
      be
      separately identified in any invoice submitted by Operator in accordance with
      this Section.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              Section
                8.

            	
              INDEMNITY.

            


    

    


    8.1    The
      Operator shall release, indemnify and hold harmless Rio and its Affiliates
      and
      its and their respective officers, directors, agents and employees, from and
      against any and all fines, penalties, assessments, claims, demands, damages,
      loss and causes of action, including reasonable attorney's fees, resulting
      from,
      directly or indirectly, the Operator’s failure to comply with the Obligations
      included in this Agreement or the violation or alleged violation of any Laws
      of
      any Governmental Authorities, including, but not limited to, Environmental
      Laws,
      and for injury to or death of any persons or loss or damage to any property,
      in
      any way arising out of, in connection with, or incident to the gross negligence,
      or willful misconduct or omissions of Operator or Affiliates and its or their
      respective officers, directors, employees or agents in the operation or
      maintenance of the U.S. Pipeline in accordance with their Obligations under
      this
      Agreement.

     

    8.2    Rio
      shall
      release, indemnify and hold harmless the Operator and its Affiliates and its
      and
      their respective officers, directors, agents and employees, from and against
      any
      and all fines, penalties, assessments, claims, demands, damages, loss and causes
      of action, including reasonable attorney's fees, resulting from, directly or
      indirectly, Rio’s failure to comply with its obligations and responsibilities
      included in this Agreement or the violation or alleged violation of any Laws
      of
      any Governmental Authorities, including, but not limited to, Environmental
      Laws,
      and for injury to or death of any persons or loss or damage to any property,
      in
      any way arising out of, in connection with, or incident to the gross negligence
      or willful misconduct or omissions of Rio or its Affiliates and its or their
      respective officers, directors, employees or agents in connection with its
      obligations and responsibilities under this Agreement.

     

    8.3.   It
      is not
      the intention of the parties hereto to release from liability any third party
      with which either the Operator or Rio may contract in connection with the U.S.
      Pipeline. The provisions of this Section are not made for the benefit of any
      person or entity other than the parties hereto, their respective parent
      companies, affiliates and subsidiaries and their respective officers, directors,
      employees, and agents. The provisions of this Section 8 shall survive the
      termination of this Agreement.

     

    
      	
              Section
                9.

            	
              MISCELLANEOUS.

            


    

    


    9.1   Entire
      Agreement/Amendments.  This
      Agreement shall be binding upon and inure to the benefit of the Parties, their
      successors and permitted assigns. This Agreement constitutes the entire
      agreement between the Parties, superseding all prior agreements between said
      Parties, whether written or oral, pertaining to the subject matter hereof,
      and
      may not be amended or otherwise altered except by mutual written agreement
      between the Parties. No provision of this Agreement may be changed, modified,
      waived or discharged orally, and no change, modification, waiver or amendment
      of
      any provision will be effective except by written instrument executed and
      approved by the Parties.

    


    9.2   Waiver.  No
      failure or delay on the part of either Party to exercise any right, power or
      remedy under this Agreement or the waiver by either Party of any provision
      or
      portion hereof shall not be deemed to be a waiver of such on any subsequent
      breach of the same or of any other term, covenant or condition herein contained.
      No covenant, term or condition of this instrument shall be deemed to have been
      waived by either Party, unless such waiver is in writing and duly
      executed.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    9.3   Severability.  This
      Agreement shall be enforceable in accordance with the terms and provisions
      contained herein and in accordance with the purposes expressed herein. Wherever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement, or application thereof to any party or circumstance shall be
      prohibited by or modified under such law, or determined by any court of
      competent jurisdiction to be invalid and unenforceable to any extent, then
      the
      remainder of this Agreement, or the application of said provision hereof shall
      be valid and shall be enforced to the fullest extent permitted by
      law.

    


    9.4   Assignment.  The
      Operator may not and shall not assign this Agreement or any part of their rights
      or duties hereunder, in whole or in part, by operation of law or otherwise,
      without the prior written consent of Rio, which consent will not be unreasonably
      delayed or withheld.
      The
      foregoing does not apply to Operator’s assignment of this Agreement to
      TransMontaigne Partners L.P.

    


    9.5   Applicable
      Law.  This
      Agreement shall be governed by the laws of the State of Texas.

    


    9.6   Limitation
      of Damages.  Neither
      Party shall be liable for prospective profits or special, punitive, indirect
      or
      consequential losses or damages of any kind arising out of or in any way
      connected with the performance of or failure to perform this Agreement,
      including, but not limited to losses or damages resulting from shutdown of
      plants or inability to perform sales or any other contracts arising out of
      or in
      connection with the performance or non-performance of this
      Agreement.

    


    9.7   Access.  Rio
      and
      its designees shall have full and complete access at all times to the U.S.
      Pipeline and all records and documents associated therewith prepared and
      maintained by the Operator.

    


    9.8   Force
      Majeure.

    


    (A)   Except
      for Rio’s obligation to make proper payment to the Operator under this
      Agreement, in the event either Rio or Operator is rendered unable, by reason
      of
      an event of force majeure, to perform, wholly or in part, any obligation or
      commitment set forth in this Agreement, then upon such party giving notice
      and
      full particulars (including all supporting documentation) of such event as
      soon
      as practicable after the occurrence thereof, the obligations of both parties
      shall be suspended to the extent and for the period of such force majeure
      provided that the party claiming an event of force majeure shall make all
      reasonable attempts to remedy the same with all reasonable
      dispatch.

    


    (B)   Neither
      Party shall be entitled to the benefit of the provisions of this Section under
      either or both of the following circumstances:

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (1)    To
      the
      extent that the failure was caused by the Party
      claiming
      suspension having failed to remedy the condition by taking all reasonable acts,
      short of litigation, if such remedy requires litigation, and having failed
      to
      resume performance of such commitments or obligations with reasonable dispatch;
      or,

    


    (2)    If
      the
      failure was caused by lack of funds, or with respect to the payment of any
      amount or amounts then due hereunder.

    


    (C)   Settlement
      of strikes and lockouts shall be entirely within the discretion of the party
      affected, and the duty that any event of force majeure shall be remedied with
      all reasonable dispatch shall not require the settlement of strikes and lockouts
      by acceding to the demands of the parties directly or indirectly involved in
      such strikes or lockouts when such course is inadvisable in the discretion
      of
      the Party
      having
      such difficulty.

    


    9.9   Notices.  Except
      as
      may be otherwise provided in this Agreement, all notices to be given hereunder
      shall be in writing and delivered by (i) confirmed facsimile, (ii) reliable
      private over-night courier service or (iii) by certified mail (return receipt
      requested), and addressed as follows:

    


    
      	 	
              If
                to Operator:

            	
              TransMontaigne
                Product Services Inc.

            


    

    1670
      Broadway Street, Suite 3100

    Denver,
      CO 80202

    Attn:
      President

    Facsimile:
      (303) 626-8228

    


    
      	 	
              With
                copy to:

            	
              TransMontaigne
                Product Services Inc. (Brownsville
                Terminal)

            


    

    10150
      Highway 48

    Brownsville,
      TX 78521

    Attn:
      Terminal Manager

    Facsimile:
      (956) 831-0448

    


    
      	 	
              If
                to Rio:

            	
              Rio
                Vista Operating Partnership L.P.

            


    

    820
      Gessner
      Road,
      Suite
      1285

    Houston,
      Texas 77024

    Attn: President

    Facsimile:
      (713) 467- 8258

    


    or
      at
      such other addresses as the Parties may from time to time designate in writing.
      Unless otherwise specified within this Agreement, any notice required to be
      given shall be deemed to have been given upon receipt.

    


    9.10 
        Headings.  Any
      article headings contained herein are for reference purposes only and will
      not
      in any way affect the meaning or interpretation of this Agreement. Unless the
      contrary clearly appears from the context, for purposes of this Agreement,
      the
      singular number includes the plural number and vice versa; and each gender
      includes the other gender.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    9.11 
        Press
      Releases.  There
      shall be no press releases, press statements, or other announcements or
      statements by Operator concerning or relating to this Agreement and the
      transactions contemplated hereby or other disclosure of any information
      associated with the operation or maintenance of the U.S. Pipeline without the
      prior written consent of Rio, except to the extent required by applicable laws,
      rules or regulations. If Operator determines that a press release or statement
      is required or desired, Rio will be notified in writing and consulted.


    


    9.12
          Liens.  Operator
      shall keep the U.S. Pipeline free of any and all liens, encumbrances and claims
      at all times.

    


    9.13    Direction
      of Employees.  Rio
      shall
      not have power or authority to direct, supervise or control the employees of
      the
      Operator. The Operator shall, in the exercise of their independent employment,
      select the means, manner and method of performance of the services to be
      provided under this Agreement.

    


    9.14
          Counterpart.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute but one and the same
      document.

    


    9.15 
         Alternative
      Dispute Resolution.

     

    (A)   Covered
      Disputes.  Any
      dispute, controversy or claim (whether sounding in contract, tort or otherwise)
      arising out of or relating to this Agreement, including without limitation
      the
      meaning of its provisions, or the proper performance of any of its terms by
      either Party, its breach, termination or invalidity (“Dispute”)
      will
      be resolved in accordance with the procedures specified in this paragraph,
      which
      will be the sole and exclusive procedure for the resolution of any such Dispute,
      except that a Party, without prejudice to the following procedures, may file
      a
      complaint to seek preliminary injunctive or other provisional judicial relief,
      if in its sole judgment, that action is necessary to avoid irreparable damage
      or
      to preserve the status quo. Despite that action the Parties will continue,
      subject to subsection (F) hereinbelow, to participate in good faith in the
      procedures specified in this Section.

    


    (B)    Initiation
      of Procedures.  Either
      Party wishing to initiate the dispute resolution procedures set forth in this
      paragraph with respect to a Dispute not resolved in the ordinary course of
      business must give written notice of the Dispute to the other Party
      (“Dispute
      Notice”).
      The
      Dispute Notice will include (i) a statement of that Party’s position and a
      summary of arguments supporting that position, and (ii) the name and title
      of
      the executive who will represent that Party, and of any other person who will
      accompany the executive, in the negotiations under the next
      subsection.

    


    (C)    Negotiation
      Between Executives.  If
      one
      Party has given a Dispute Notice under the preceding subparagraph, the Parties
      will attempt in good faith to resolve the Dispute within 45 calendar days of
      the
      notice by negotiation between executives who have authority to settle the
      Dispute and who are at a higher level of management than the persons with direct
      responsibility for administration of this Agreement or the matter in Dispute.
      Within 15 calendar days after delivery of the Dispute Notice, the receiving
      Party will submit to the other a written response. The response will include
      (i)
      a statement of that Party's position and a summary of arguments supporting
      that
      position, and (ii) the name and title of the executive who will represent that
      Party and of any other person who will accompany the executive. Within 45
      calendar days after delivery of the Dispute Notice, the executives of both
      Parties will meet at a mutually acceptable time and place, and thereafter,
      as
      often as they reasonably deem necessary, to attempt to resolve the
      Dispute.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (D)   Mediation.  If
      the
      Dispute has not been resolved by negotiation under the preceding subsection
      within 45 calendar days of the Dispute Notice, and only in such event, either
      Party may initiate the mediation procedure of this subsection by giving written
      notice to the other Party (“Mediation
      Notice”).
      The
      Parties will endeavor to settle the Dispute by mediation within 90 calendar
      days
      of the Mediation Notice under the then current Center for Public Resources
      ("CPR") Model Mediation Procedure for Business Disputes. If the Parties have
      not
      agreed upon a mediator within seven calendar days after the Mediation Notice,
      either Party may request CPR assistance in the selection of a mediator under
      its
      guidelines. The mediator will establish rules for an expedited discovery
      procedure and will resolve all disputes with regard to discovery between the
      Parties. If the mediator has not already done so during the mediation process,
      at least seven calendar days before the end of the ninety day mediation period,
      the mediator, if he or she believes that they are qualified to do so, will
      provide to each Party a written summary of the mediator's conclusions regarding
      the outcome of the Dispute if it is submitted to arbitration under the following
      subsection.

    


    (E)    Arbitration.  If
      the
      Dispute has not been resolved by mediation under the preceding subsection within
      90 calendar days of the Mediation Notice, and only in such event, either Party
      may initiate the arbitration procedure of this subsection by giving written
      notice to the other Party (“Arbitration
      Notice”).
      The
      Dispute will be finally resolved by binding arbitration in accordance with
      the
      then current Arbitration Rules of the American Arbitration Association (“AAA”)
      by a single arbitrator, chosen by mutual agreement of both Parties. If the
      Parties cannot select an arbitrator within 30 calendar days of the Arbitration
      Notice, the arbitrator will be selected by the AAA. The arbitration will be
      governed by the United States Arbitration Act, 9 U.S.C. Sec. 1-16, as amended
      (“the Act”), and to the extent not inconsistent with the Act, the Texas
      arbitration statute. Judgment upon the award rendered by the arbitrator may
      be
      entered by any court of any state having jurisdiction. The statute of
      limitations of the State of Texas for the commencement of a lawsuit will apply
      to the commencement of an arbitration under this Agreement, except that no
      defenses will be available based upon the passage of time during any negotiation
      or mediation called for by this Section. Each Party will assume its own costs
      of
      legal representation and expert witnesses and the Parties will share equally
      the
      other costs of the arbitration. The arbitrator will award pre-judgment interest
      in accordance with the law of Texas; however, the arbitrator may not award
      punitive damages. The arbitration will take place in Houston,
      Texas.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (F)    Tolling
      and Performance.  Except
      as
      indicated in the preceding subsection with regard to the commencement of
      arbitration, all applicable statutes of limitation and defenses based upon
      the
      passage of time will be tolled while the procedures specified in this paragraph
      are pending. The Parties will take any action required to effectuate that
      tolling. Each Party is required to continue to perform its obligations under
      this Agreement pending final resolution of any Dispute, unless to do so would
      be
      impossible or impracticable under the circumstances.”

    


    The
      Parties, through their undersigned duly authorized representatives, have had
      this Agreement executed on the following page, effective as of the Effective
      Date.

    


    


    RIO
      VISTA OPERATING PARTNERSHIP, L.P.

    (a) 
       By:   Rio Vista Operating GP LLC, its General
      Partner

     

    


    
      	
              By:
                

            	 	 
	 	
              Charles
                Handly

            	 
	 	
              President

            	 
	 	 	 
	 	 	 
	 	 	 
	
              TRANSMONTAIGNE
                PRODUCT SERVICES INC.

            	 
	 	 	 
	 	 	 
	
              By:
                

            	 	 
	 	
              William
                S. Dickey

            	 
	 	
              President