FIRST AMENDMENT TO PURCHASE & SALE
AND CONTRIBUTION & CONVEYANCE AGREEMENT
This First Amendment to the Purchase & Sale and Contribution and Conveyance
Agreement (the "First Amendment") is effective as of December 2, 1996 among
GENESIS ENERGY, L.P., a Delaware limited partnership ("Genesis MLP"), GENESIS
CRUDE OIL, L.P., a Delaware limited partnership ("Genesis OLP"), BASIS
PETROLEUM, INC., a Texas corporation ("Basis"), XXXXXX CORPORATION, a Delaware
corporation ("Xxxxxx"), XXXXXX CRUDE OIL COMPANY, a Delaware corporation
("Howell Crude"), HOWELL PIPELINE TEXAS, INC., a Delaware corporation ("Howell
Texas"), HOWELL PIPELINE USA, INC., a Delaware corporation ("Howell Pipeline"),
XXXXXX TRANSPORTATION SERVICES, INC., a Delaware corporation ("Xxxxxx
Transportation"), HOWELL POWER SYSTEMS, INC., a Delaware corporation ("Xxxxxx
Power" and, collectively with Howell Crude, Xxxxxx Texas, Xxxxxx Pipeline and
Xxxxxx Transportation, the "Howell Subsidiaries") and GENESIS ENERGY, L.L.C., a
Delaware limited liability company ("Genesis LLC").
W I T N E S S E T H:
WHEREAS, on November 26, 1996 the parties entered into a Purchase & Sale
and Contribution & Conveyance Agreement (the "Agreement") relating to the
contribution, conveyance and sale of certain crude oil gathering, marketing and
pipeline assets and operations to Genesis OLP; and
WHEREAS, pursuant to Section 14.2 of the Agreement, the parties now
mutually desire to amend the Agreement as described hereinbelow.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. The following definitions in Article I shall be amended as follows:
A. The defined term "Basis Final Balance Sheet" is replaced with
"Basis Final Adjustment Statement."
B. The definition of "Basis Purchase Cash" is hereby amended to read
as follows: " `Basis Purchase Cash' means 54% of the Purchase
Cash minus the Estimated Basis Adjustment."
C. The definition of "Effective Time" is hereby amended to mean
"12:01 a.m. on December 1, 1996, the Effective Date."
D. The amount included in the definition of the "Estimated Basis
Adjustment" is hereby amended by changing it from "$4,298,538" to
"$4,429,563."
E. The amount included in the definition of "Estimated Xxxxxx
Adjustment" is hereby amended by changing it from "$2,828,373" to
$2,858,691.84."
F. The defined term "Xxxxxx Final Balance Sheet" is replaced with
"Xxxxxx Financial Adjustment Statement."
2. Section 2.4(a)(i) is hereby amended to delete the word "tangible."
3. Section 2.4(a)(iii) is hereby amended to add the following phrase at
the end of the last line of such section "subject to reduction pursuant to
Section 2.4(b)(i)."
4. Section 2.5(a)(i) is hereby amended to add the phrase "not included in
the Basis Assets" on the fourth line after business and before the comma.
5. Schedule 1.1A to the Agreement is hereby amended to delete the "and"
after (n) and insert "and" after (o) and to add the following:
"(p) 26 new 1997 Xxxx trucks on order.
For purposes hereof, the words "primarily in the operation of the Business" or
words of similar import shall mean used in the operation of the Business and not
otherwise used primarily in the operation of any other business of Basis."
6. Schedule 1.3(d) is hereby amended to add the word "and" after refining
in the last line of 1.3(d).
7. Schedule 7.1 to the Agreement is hereby deleted in its entirety and
replaced with Annex A, attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed this 3rd day of December, 1996.
BASIS PETROLEUM, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
Chairman of the Board, President and
Chief Executive Officer
XXXXXX CORPORATION
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx
President and Chief Executive Officer
XXXXXX CRUDE OIL COMPANY
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx
President
XXXXXX PIPELINE TEXAS, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
President
HOWELL PIPELINE USA, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
President
XXXXXX TRANSPORTATION SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
President
XXXXXX POWER SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxx, XX
------------------------
Xxxxx X. Xxxxxxx, XX
President
GENESIS ENERGY, L.L.C.
By: /s/ Xxxx X. xxxXxxx
-------------------
Xxxx X. xxxXxxx
President and Chief Executive Officer
GENESIS ENERGY, L.P.
By: Genesis Energy, L.L.C.
As General Partner
By: /s/ Xxxx X. xxxXxxx
-------------------
Xxxx X. xxxXxxx
President and Chief Executive Officer
GENESIS CRUDE OIL, L.P.
By: Genesis Energy, L.L.C.
As General Partner
By: /s/ Xxxx X. xxxXxxx
-------------------
Xxxx X. xxxXxxx
President and Chief Executive Officer
