Amendment to Line Letter Credit Facility Agreement between Penn Octane Corporation and RZB Finance LLC (December 2006)

Summary

Penn Octane Corporation and RZB Finance LLC have agreed to amend their existing credit facility agreement. The maximum amount available under the secured credit line is reduced from $20 million to $15 million following the sale of certain assets. Additional conditions include establishing a hedge account to cover unsold product value, with cash collateral required until the account is set up. All other terms, including maintaining a minimum net worth of $10 million, remain unchanged. The amendment is effective upon acceptance by both parties in December 2006.

EX-10.47 14 c70371exv10w47.htm EXHIBIT 10.47 exv10w47

Exhibit 10.47

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 15^th day of December, 2006.

RZB FINANCE LLC 1133 Avenue of the Americas, 16^th Floor, New York, N.Y. 10036 • Telephone: (212) ###-###-#### • Fax: (212) ###-###-#### Telex: 6738478 RZBLLCNY • A WHOLLY OWNED SUBSIDIARY OF RAIFFEISEN ZENTRALBANK ÖSTERREICH AG (RZB-AUSTRIA) • Head Office: A-1030 Vienna, Am Stadtpark 9, Postal Address: A-1011 Vienna, P.O. Box 50 • Member of UNICO Banking Group &n bsp;