Genesis Energy (GEL) 10-K 2013 FY Annual report

Exhibit 4.16

GENESIS ENERGY, L.P.,

GENESIS ENERGY FINANCE CORPORATION

and

the Guarantors named herein


5¾% SENIOR NOTES DUE 2021

FIRST SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEE

DATED AS OF FEBRUARY 19, 2014

U.S. BANK NATIONAL ASSOCIATION,

Trustee

Exhibit 4.16

This FIRST SUPPLEMENTAL INDENTURE, dated as of February 19,2014 (this “Supplemental Indenture”), 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, the party identified under the caption “New Guarantor” on the signature pages hereto (the “New Guarantor”) and U.S. Bank National Association, a national banking association, as Trustee.

RECITALS

WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of February 8, 2013 (the “Indenture”), pursuant to which the Issuers have issued $350,000,000 in the aggregate principal amount of 5¾% Senior Notes due 2021 (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 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 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 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 Supplemental Indenture, each 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.

Exhibit 4.16

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 Supplemental Indenture. This 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 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 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]

Exhibit 4.16

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

GENESIS ENERGY, L.P.

By:    Genesis Energy, LLC,    its general partner

By:	/s/ Robert V. Deere
Name:	Robert V. Deere
Title:	Chief Financial Officer

GENESIS ENERGY FINANCE CORPORATION

By:	/s/ Robert V. Deere
Name:	Robert V. Deere
Title:	Chief Financial Officer

GUARANTORS

GENESIS CO2 PIPELINE, L.P.

GENESIS CRUDE OIL, L.P.

GENESIS NATURAL GAS PIPELINES, L.P.

GENESIS PIPELINE TEXAS, L.P.

GENESIS PIPELINES USA, L.P.

GENESIS SYNGAS INVESTMENTS, L.P.

By:    GENESIS ENERGY, LLC,    its general partner

By:	/s/ Robert V. Deere
Name:	Robert V. Deere
Title:	Chief Financial Officer

[Signature Page to Supplemental Indenture]

Exhibit 4.16

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
DAVISON TRANSPORTATION SERVICES, INC.
TDC SERVICES, LLC
GENESIS CHOPS I, LLCGENESIS 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

PRONGHORN RAIL SERVICES, LLC

GENESIS BR, LLC

By:	/s/ Robert V. Deere
Name:	Robert V. Deere
Title:	Chief Financial Officer

[Signature Page to Supplemental Indenture]

Exhibit 4.16

GEL CHOPS I, L.P

GEL CHOPS II, L.P.

By:    GEL CHOPS GP, LLC,

its general partner

By:	/s/ Robert V. Deere
Name:	Robert V. Deere
Title:	Chief Financial Officer

NEW GUARANTOR

BR PORT SERVICES, LLC

By:	/s/ Robert V. Deere
Name:	Robert V. Deere
Title:	Chief Financial Officer

[Signature Page to Supplemental Indenture]

Exhibit 4.16

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:	/s/ Steven A. Finklea
Name:	Steven A. Finklea, CCTS
Title:	Vice President

[Signature Page to Supplemental Indenture]