AMENDMENT NO. 1 TO LOAN AGREEMENT
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT ("Agreement No. 1") made and entered
into as of the 30th day of October, 1998, by and between GENESIS CRUDE OIL,
L.P., ("Borrower") with offices and place of business at ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ and Bank One, Texas, National Association, a national banking
corporation, with offices at ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Lender").
WHEREAS, Borrower and Lender entered into that certain Loan Agreement dated
as of August 14, 1998 (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 definition of "Borrowing Base" is hereby amended to read as
follows:
"(6) "Borrowing Base" shall mean eighty percent (80%) of (a)
Eligible Accounts and (b) Eligible Inventory; provided that the
percentage of the total Borrowing Base attributable to Eligible
Inventory shall not exceed twenty percent (20%) at any time.
1.2 The definition of "Eligible Inventory" is hereby added to Section 1.2
of the Loan Agreement, and reads 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."
1.3 The definition of "Required Report" is hereby amended to read as
follows:
"(47) "Required Report" shall mean the report of (i) accounts
receivable, unbilled accounts and nominated accounts of the Borrower (whether
invoices or to be invoiced) reported for Borrower in appropriate columns headed
"Current" and "Past Due", (ii) at the request of Lender, accounts payable by
Borrower reported in appropriate columns indicating the past due status of said
accounts as of the same date of which accounts receivable are determined, (iii)
all inventory of the Borrower, setting forth the amount of inventory located in
pipelines and in storage tanks, together with the location of, and name and
address of the owner of, each such tank, and (iv) such other information as may
be reasonably requested by Lender."
1.4 Exhibit "3.11" of the Loan Agreement is hereby replaced with Exhibit
"3.11" attached hereto.
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. 1 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. 1.
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 of 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. 1;
(2) Ratification of Security Agreement;
(3) The Notice of Final Agreement; and
(4) Such other documentation as Lender may require.
Section 4. Sundry Provisions
4.1 This Amendment No. 1 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Financial Officer
BANK ONE, TEXAS, N.A.
By: /s/ Damien Mieburger
-----------------------
Damien Mieburger
Senior Vice President
