Exhibit 10.2
AMENDMENT NO. 1
TO
SECURITIES PURCHASE AGREEMENT
AMENDMENT NO. 1 to Securities Purchase Agreement (this "Amendment") is
entered into as of November 28, 2000, by and between Kaneb Pipe Line Partners,
L.P., a Delaware limited partnership ("Buyer"), and Lancewood, Inc., a Delaware
corporation ("Lancewood").
RECITALS
WHEREAS, Buyer, Lancewood, Shore Terminals LLC, a Delaware limited
liability company, Onyx Holdings, Inc., a Delaware corporation, and certain
other individuals have entered into that certain Securities Purchase Agreement
dated September 22, 2000 (the "Purchase Agreement");
WHEREAS, Buyer and Lancewood desire to amend the Purchase Agreement and
have agreed on such amendment;
WHEREAS, Section 11.1 of the Purchase Agreement permits Buyer and
Lancewood to amend the Purchase Agreement prior to the Closing without the
consent (written or oral) of the Company or any other Seller or Onyx; and
WHEREAS, capitalized terms used in this Amendment but not otherwise
defined herein shall have the meanings ascribed to such terms in the Purchase
Agreement.
NOW, THEREFORE, Buyer and Lancewood agree that the Purchase Agreement
is hereby amended as follows:
1. Amendment of Section 1.2. Section 1.2 of the Purchase Agreement is
hereby amended in its entirety to read as follows:
"1.2 Closing; Closing Date. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of Fulbright & Jaworski L.L.P., 2200 Ross Avenue, Suite 2800,
Dallas, Texas 75201, at 10:00 a.m., local time, on January 3, 2001, or
at such other time and place and/or on such other date as Buyer and
Lancewood may agree upon in writing. Notwithstanding the date on which
the Closing occurs, the purchase of the Interests by Buyer shall be
deemed for financial and accounting purposes to be effective as of
12:01 a.m., January 1, 2001 (the "Closing Date"), and any profit or
loss realized or suffered by the Company subsequent to such time shall
inure to the benefit or detriment of Buyer."
2. Amendment of Section 1.3. (a) The first sentence of Section
1.3 of the Purchase Agreement is hereby amended in its entirety to read as
follows:
"The aggregate consideration for the Interests shall be (x)
$106,000,000 in cash, plus (y) 2,000,000 Limited Partnership Units (the
"Units") of Buyer (subject to Buyer's obligation to substitute cash for
Units allocated to certain individual Sellers as described below), plus
(z) $0.35 multiplied by the aggregate number of Units actually
delivered to the Sellers hereunder, in cash."
(b) Section 1.3 of the Purchase Agreement is further amended by adding
the following new sentence to the end of said Section 1.3:
"Each Seller who receives Units hereunder hereby agrees that
he or it shall have no right to the first regularly scheduled quarterly
cash distribution payable in 2001 with respect to the Units, and that
Buyer may, in its sole discretion, fix a record date for unitholders
entitled to such distribution that is prior to the Closing Date."
3. Amendment of Section 7.1(d). Section 7.1(d) of the Purchase
Agreement is hereby amended by changing the date "December 31, 2000" set forth
therein to "January 31, 2001."
4. Confirmation of the Purchase Agreement. Except as to the extent
modified by this Amendment, the Purchase Agreement is hereby ratified and
confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives as of the day and year first
above written.
KANEB PIPE LINE PARTNERS, L.P.
By: Kaneb Pipe Line Company,
Its General Partner
By: ______________________________
Name: E.D. Doherty
Title: Chairman and Chief Executive Officer
LANCEWOOD, INC.
By: ______________________________
Name: Francis Jacobs
Title: President
