EXHIBIT 10.21
AMENDMENT NO. 2 TO LOAN AGREEMENT
THIS AMENDMENT NO. 2 TO LOAN AGREEMENT ("Amendment No. 2")
made and entered into as of the 31st day of December, 1998, by
and between GENESIS CRUDE OIL, L.P. ("Borrower") with offices and
place of business at ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and BANK
ONE, TEXAS, N.A., a national banking corporation, with offices at
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Lender").
WHEREAS, Borrower and Lender entered into that certain Loan
Agreement dated as of August 14, 1998, as amended (the "Loan
Agreement"); and
WHEREAS, Borrower and Lender wish to amend certain terms of
the Loan Agreement as provided for herein.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, Borrower and
Lender agree as follows:
Section 1. Amendment to Loan Agreement
1.1 The definitions of "Base Inventory" and "Base Inventory
Value" are hereby added to Section 1.2 of the Loan Agreement and
read as follows.
"(4A) "Base Inventory" means those quantities of crude
oil owned by Borrower and located in the United States that
are reflected in Property and Equipment on the Borrower's
balance sheet."
"(4B) "Base Inventory Value" means Base Inventory
valued at the lesser of (i) the cost of such inventory to
Borrower and (ii) the fair market value of such inventory as
of the relevant Reporting Date."
1.2 The definition of "Current Ratio" is hereby amended to read
as follows.
"(18) "Current Ratio" shall mean current assets plus
Base Inventory Value, divided by current liabilities,
excluding amounts owed pursuant to the Revolving Line of
Credit."
1.3 The definition of "Eligible Inventory" is hereby amended to
read as follows.
"(22A) "Eligible Inventory" means all crude oil owned
by Borrower and located in the United States that is held or
designated for sale to third parties, valued for purposes of
each Borrowing Base Report at the lesser of (i) the cost of
such inventory to Borrower and (ii) the fair market value of
such inventory as of the relevant Reporting Date. Eligible
Inventory includes Base Inventory Value."
Section 2. Representations and Warranties
The Borrower represents and warrants to the Lender that:
2.1 All of the representations and warranties set forth in the
Loan Agreement are true and correct as of the date of this
Amendment No. 2 as if made on the date hereof, and the Borrower
is as of the date hereof in compliance with all of the
affirmative and negative covenants in the Loan Agreement, as
amended by this Amendment No. 2.
2.2 The Borrower is duly authorized and empowered to create and
issue and to execute and deliver each of the documents listed in
Section 3.1 hereof (the "Amendment Documents"), and all other
instruments referred to or mentioned herein to which Borrower is
a party, and all corporate action requisite for the due creation,
issuance, execution and delivery of the Amendment Documents has
been duly and effectively taken. The Amendment Documents to
which Borrower is a party when executed and delivered will be
valid and binding obligations of the Borrower enforceable in
accordance with their terms (subject to any applicable
bankruptcy, insolvency or other laws generally affecting the
enforcement of creditors' rights and to the extent specific
remedies may be limited by equitable principles). The Amendment
Documents do not violate any provisions of the Borrower's
corporate charter or bylaws, or any contract, agreement, law or
regulation to which the Borrower is subject, and the same do not
require the consent or approval of any regulatory authority or
governmental body of the United States or any state.
Section 3. Conditions Precedent
3.1 It is a condition precedent to the execution and performance
by Lender of this Amendment No. 1, that the Lender shall have
received copies of the following closing documentation, all in
form and substance satisfactory to Lender and executed by the
Borrower where necessary.
(1) This Amendment No. 2;
(2) The Notice of Final Agreement; and
(3) Such other documentation as Lender may require.
Section 4. Sundry Provisions
4.1 This Amendment No. 2 shall be deemed to be a contract made
under and shall be construed in accordance with and governed by
the laws of the state of Texas.
4.2 All terms and provisions of the Loan Agreement not
specifically amended hereby shall remain in full force and
effect.
4.3 All capitalized terms not otherwise defined herein shall
have the meaning given them in the Loan Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed in multiple counterparts, each of
which is an original instrument for all purposes, all as of the
day and year first above written.
GENESIS CRUDE OIL, L.P.
By: Genesis Energy, L.L.C., its
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Financial Officer
BANK ONE, TEXAS, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
