Penn Octane Corp Watch

from 10-K 8 pages Fifth Amendment to Loan Agreement

from 10-K 8 pages Fourth Amendment to Loan Agreement

from 10-K 10 pages Third Amendment to Loan Agreement

from 10-K 15 pages Second Amendment to Loan Agreement

from 10-Q 55 pages Loan Agreement Dated as of July 26, 2007 Between Rio Vista Energy Partners L.P. as Borrower, and Rzb Finance LLC as Lender Loan Agreement

from 10-K 2 pages December 7, 2006 Penn Octane Corporation 840 Apollo Street, Suite 313 El Segundo, Ca 90245 Attn: Mr. Ian Bothwell Gentlemen: We Refer to the Line Letter Dated October 14, 1997 as May Have Been Amended, Supplemented or Modified From Time to Time (The “Line Letter”). Please Be Advised of the Following Amendments to the Line Letter: • the Aggregate Principal Sum and Face Amount Available Under the Uncommitted Secured Credit Facility Is Fifteen Million Dollars ($15,000,000) Instead of Twenty Million Dollars ($20,000,000) as a Result of the Lpg Asset Sale. Other Conditions to Continued Availability Under This Facility Include: • Hedge Account to Be Established to Cover Any Unsold Product Value. Cash Collateral Will Secure Said Product Value Until Such an Account Is Established. All Other Terms and Conditions of Our Agreement Remain in Effect Including: • Maintenance of a Minimum Net Worth, as Defined in the Existing Agreements, of $10,000,000. Please Sign and Return This Document. Accepted and Agreed to on This 15th Day of December, 2006

from 10-K/A 1 page September 15, 1997 Irrevocable Standby Letter of Credit No. 310 Amendment #1 Attn: Thomas L. Woodruff, General Counsel County Sanitation Districts of Orange County, California 10844 Ellis Avenue Fountain Valley, Ca 92708 Our Irrevocable Letter of Credit #310 Dated April 2, 1997 for the Account of Penn Octane Corporation, 900 Veterans Blvd., Suite 240, Redwood City, Ca 94063, Is Hereby Amended as Follows: Expiration Date Is Extended to November 26, 1997. This Amendment and the Original Letter of Credit Should Be Read Together as One Document. Except as Amended Above, All Other Terms and Conditions of the Letter of Credit Continue in Full Force and Effect, Without Change. /S/ John O. Brooks - John O. Brooks President/CEO Bay Area Bank

from 10-K 1 page September 15, 1997 Irrevocable Standby Letter of Credit No. 310 Amendment #1 Attn: Thomas L. Woodruff, General Counsel County Sanitation Districts of Orange County, California 10844 Ellis Avenue Fountain Valley, Ca 92708 Our Irrevocable Letter of Credit #310 Dated April 2, 1997 for the Account of Penn Octane Corporation, 900 Veterans Blvd., Suite 240, Redwood City, Ca 94063, Is Hereby Amended as Follows: Expiration Date Is Extended to November 26, 1997. This Amendment and the Original Letter of Credit Should Be Read Together as One Document. Except as Amended Above, All Other Terms and Conditions of the Letter of Credit Continue in Full Force and Effect, Without Change. /S/ John O. Brooks - John O. Brooks President/CEO Bay Area Bank