Genesis Energy (GEL) 10-K 2012 FY Annual report

Exhibit 4.12

GENESIS ENERGY, L.P.
GENESIS ENERGY FINANCE CORPORATION
and
the Guarantors named herein
7⅞% SENIOR NOTES DUE 2018

TENTH SUPPLEMENTAL INDENTURE (SUBSIDIARY GUARANTEE)

DATED AS OF DECEMBER 6, 2012

U.S. BANK NATIONAL ASSOCIATION,
Trustee

Exhibit 4.12

This TENTH SUPPLEMENTAL INDENTURE, dated as of December 6, 2012, is among Genesis Energy, L.P., a Delaware limited partnership (the “Company”), Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors specified on the signature page hereto (the “Guarantors”), Pronghorn Rail Services, LLC, a Delaware limited liability company (the “New Guarantor”), and U.S. Bank National Association, a national banking association, as Trustee.

RECITALS

WHEREAS, the Issuers, the Guarantors and the Trustee are parties to an Indenture, dated as of November 18, 2010, as supplemented by the Supplemental Indenture, dated as of November 24, 2010, the Second Supplemental Indenture, dated as of December 27, 2010, the Third Supplemental Indenture, dated as of January 28, 2011, the Fourth Supplemental Indenture, dated as of June 30, 2011, the Fifth Supplemental Indenture, dated as of September 13, 2011, the Sixth Supplemental Indenture, dated as of September 22, 2011, the Seventh Supplemental Indenture, dated as of December 5, 2011, the Eighth Supplemental Indenture, dated as of January 3, 2012, and the Ninth Supplemental Indenture, dated as of January 27, 2012 (as so supplemented, the “Indenture”), pursuant to which the Issuers have issued $350,000,000 in the aggregate principal amount of 7⅞% Senior Notes due 2018 (the “Notes”);

WHEREAS, Section 9.01(7) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.13 or 10.03 thereof, without the consent of the Holders of the Notes; and

WHEREAS, all acts and things necessary to make this Tenth Supplemental Indenture a valid and legally binding agreement according to its terms, and a valid and legally binding amendment of and supplement to, the Indenture, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors, the New Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Tenth Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Tenth Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors, the New Guarantor and the Trustee.

ARTICLE 2

From this date, in accordance with Section 4.13 or 10.03 of the Indenture and by executing this Tenth Supplemental Indenture, the New Guarantor shall be subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder. The New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

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Exhibit 4.12

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Tenth Supplemental Indenture. This Tenth Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03. THIS TENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. The parties may sign any number of copies of this Tenth Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

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Exhibit 4.12

IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental Indenture to be duly executed, all as of the date first written above.

ISSUERS

GENESIS ENERGY, L.P.

By: Genesis Energy, LLC,         its general partner

By:    /s/ Robert V. Deere    

Robert V. Deere     Chief Financial Officer

GENESIS ENERGY FINANCE CORPORATION

By:    /s/ Robert V. Deere    

Robert V. Deere    Chief Financial Officer

GUARANTORS

GENESIS CRUDE OIL, L.P.
GENESIS PIPELINE TEXAS, L.P.
GENESIS PIPELINE USA, L.P.
GENESIS CO2 PIPELINE, L.P.
GENESIS NATURAL GAS PIPELINE, L.P.
GENESIS SYNGAS INVESTMENTS, L.P.

By: GENESIS ENERGY, LLC,                its general partner

By:    /s/ Robert V. Deere    

Robert V. Deere        Chief Financial Officer

GENESIS PIPELINE ALABAMA, LLC
GENESIS DAVISON, LLC
DAVISON PETROLEUM SUPPLY, LLC
DAVISON TRANSPORTATION SERVICES, LLC
FUEL MASTERS, LLC
RED RIVER TERMINALS, L.L.C. [LA]
TEXAS CITY CRUDE OIL TERMINAL, LLC
TDC, L.L.C.
GENESIS TDC TEXAS, LLC
GENESIS NEJD HOLDINGS, LLC
GENESIS FREE STATE HOLDINGS, LLC

[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.12

DAVISON TRANSPORTATION SERVICES, INC.
TDC SERVICES CORPORATION, INC.
GENESIS CHOPS I, LLC
GENESIS CHOPS II, LLC

GEL CHOPS GP, LLC

GENESIS ENERGY, LLC

GENESIS MARINE, LLC

MILAM SERVICES, INC.

GEL TEX MARKETING, LLC

GEL LOUISIANA FUELS, LLC

GEL WYOMING, LLC

GENESIS SEKCO, LLC

GEL SEKCO, LLC

GENESIS RAIL SERVICES, LLC

GEL OFFSHORE PIPELINE, LLC

GENESIS OFFSHORE, LLC

GEL OFFSHORE, LLC

GENESIS ODYSSEY, LLC

GEL ODYSSEY, LLC

GENESIS POSEIDON, LLC

GEL POSEIDON, LLC

By:    /s/ Robert V. Deere    

Robert V. Deere
Chief Financial Officer

GEL CHOPS I, L.P.

GEL CHOPS II, L.P.

By:    GEL CHOPS GP, LLC,

        its general partner

By:    /s/ Robert V. Deere    

Robert V. Deere
Chief Financial Officer

NEW GUARANTOR

PRONGHORN RAIL SERVICES, LLC

By:    /s/ Robert V. Deere    

Robert V. Deere
Chief Financial Officer

[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.12

TRUSTEE

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:     /s/ Steven A. Finklea    

Name: Steven A. Finklea, CCTS            Title: Vice President

[Signature Page to Tenth Supplemental Indenture]