AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT
This Amendment No. 1 to Purchase and Sale Agreement (this "Amendment
No. 1") dated as of March 31, 2005 is among TCHI Inc., a Delaware corporation
("Seller"), Genesis Syngas Investments, L.P., a Delaware limited partnership
("Buyer")and Genesis Energy, L.P., a Delaware limited partnership ("Guarantor").
Seller, Buyer and Guarantor are hereinafter sometimes collectively referred to
as the "Parties", and each individually as a "Party."
RECITALS
WHEREAS, Seller, Buyer and Guarantor have entered into that certain
Purchase and Sale Agreement, dated as of February 3, 2005 (the "Purchase
Agreement"); and
WHEREAS, the Parties desire to amend the Purchase Agreement pursuant to
the terms and conditions set forth in this Amendment No. 1.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment No. 1, and intending to be legally bound hereby, the
Parties hereby agree as follows:
AGREEMENT
1. Capitalization; Incorporation of Terms. Terms used in this Amendment No. 1
with initial capitalization but not otherwise defined shall have the meanings
assigned in the Purchase Agreement. The general terms set forth in Part 8 of the
Purchase Agreement are, to the extent not in conflict with this Amendment No. 1,
incorporated herein as if set forth fully in this Amendment No. 1.
2. Amendment to Section 2.4. Section 2.4 is hereby amended by deleting the first
sentence in its entirety and replacing the first sentence with the following:
"The Owners have agreed to make an election under Section 754 of the Code and
such election shall be filed with the 2004 U. S. Return of Partnership Income
(Form 1065) within fifteen days following the Closing Date".
3. Amended Schedules. Schedules 2.4 and 3.1(f) are hereby amended and restated
as of the date hereof as set forth in the attachments hereto.
4. Effect on Purchase Agreement. On and after the date hereof, each reference in
the Purchase Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import in the Purchase Agreement, shall mean and be a reference to
the Purchase Agreement as amended hereby. Except as hereby expressly amended,
the Purchase Agreement shall remain in full force and effect and unmodified, and
is hereby ratified and confirmed in all respects on and as of the date hereof.
[signatures follow]
IN WITNESS WHEREOF, each of the Parties has caused this Amendment No. 1
to be executed by its duly authorized officer as of the date first written
above.
TCHI INC., a Delaware corporation
By: /s/ X. X. Xxxxxxxxx
Name: X. X. Xxxxxxxxx
Title: Vice President
GENESIS SYNGAS INVESTMENTS, L.P.,
a Delaware limited partnership
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
GENESIS ENERGY, L.P.,
a Delaware limited partnership
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
SCHEDULE 2.4
ALLOCATION OF PURCHASE PRICE
The Parties agree that the Purchase Price shall be allocated among the
assets comprising Seller's Ownership Interests as follows:
Asset Portion of Purchase Price Allocated
Cash $ 403,518
Other Working Capital $ 139,680
Depreciable Assets $12,956,802
The above allocation of Purchase Price is based upon the balance sheet of the
Company as of February 28, 2005. The Parties agree that the allocation shall be
revised based upon the balance sheet of the Company as of the Closing Date, once
such balance sheet is available.
SCHEDULE 3.1(f)
LITIGATION
1. There is a Tolling Agreement dated October 28, 2004 between Xxxxx Xxxxxxx &
Xxxx LLP, counsel for and on behalf of the Company and PHSI and King & Spalding
LLP, counsel for and on behalf of Texaco Inc. and Texaco Development Corporation
under which the Company and PHSI agree to toll the running of all statutes of
limitations for a period that lapses May 2, 2005 for any claim of Texaco Inc. or
Texaco Development Corporation relating to the incidents and occurrences giving
rise to the allegations made in Sterling Chemicals, Inc. v. Hydrogen Supply
Company, et al., Cause No. 01-CV1202 in the 000xx Xxxxxxxx Xxxxx xx Xxxxxxxxx
Xxxxxx, Xxxxx.
