Exhibit 4.41
GENESIS ENERGY, L.P.,
GENESIS ENERGY FINANCE CORPORATION
and
the Guarantors named herein
5¾% SENIOR NOTES DUE 2021
ELEVENTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEE
DATED AS OF DECEMBER 11, 2015
U.S. BANK NATIONAL ASSOCIATION,
Trustee
Exhibit 4.41
This ELEVENTH SUPPLEMENTAL INDENTURE, dated as of December 11, 2015 (this “Eleventh 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, as supplemented by the First Supplemental Indenture, dated as of February 19, 2014, the Second Supplemental Indenture, dated as of May 7, 2014, the Third Supplemental Indenture, dated as of October 15, 2014, the Fourth Supplemental Indenture, dated as of December 17, 2014, the Fifth Supplemental Indenture, dated as of January 22, 2014, the Sixth Supplemental Indenture, dated as of February 19, 2015, the Seventh Supplemental Indenture, dated as of February 19, 2015, the Eighth Supplemental Indenture, dated as of June 26, 2015, the Ninth Supplemental Indenture, dated as of July 15, 2015 and the Tenth Supplemental Indenture, dated as of September 22, 2015 (as so supplemented, 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 Eleventh 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 Eleventh 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 Eleventh 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 Eleventh 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.
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 Eleventh Supplemental Indenture. This Eleventh 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.
Exhibit 4.41
Section 3.03. THIS ELEVENTH 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 Eleventh 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 4.41
IN WITNESS WHEREOF, the parties hereto have caused this Eleventh 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 |
| 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 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 |
| Name: | Robert V. Deere |
| Title: | Chief Financial Officer |
[Signature Page to Eleventh Supplemental Indenture]
Exhibit 4.41
GENESIS PIPELINE ALABAMA, LLC GENESIS DAVISON, LLC DAVISON PETROLEUM SUPPLY, LLC DAVISON TRANSPORTATION SERVICES, LLC RED RIVER TERMINALS, L.L.C. [LA] TEXAS CITY CRUDE OIL TERMINAL, LLC TDC, L.L.C. GENESIS NEJD HOLDINGS, LLC GENESIS FREE STATE HOLDINGS, LLC DAVISON TRANSPORTATION SERVICES, INC. TDC SERVICES, LLC 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 PRONGHORN RAIL SERVICES, LLC GENESIS BR, LLC BR PORT SERVICES, LLC CASPER EXPRESS PIPELINE, LLC | AP MARINE, LLC TBP2, LLC GEL PRCS, LLC POWDER RIVER EXPRESS, LLC POWDER RIVER OPERATING, LLC GEL TEXAS PIPELINE, LLC THUNDER BASIN HOLDINGS, LLC THUNDER BASIN PIPELINE, LLC ANTELOPE REFINING, LLC POWDER RIVER CRUDE SERVICES, LLC GENESIS OFFSHORE HOLDINGS, LLC GENESIS SAILFISH HOLDINGS, LLC GENESIS POSEIDON HOLDINGS, LLC CAMERON HIGHWAY OIL PIPELINE COMPANY, LLC CAMERON HIGHWAY PIPELINE GP, L.L.C. FLEXTREND DEVELOPMENT COMPANY, L.L.C. GEL DEEPWATER, LLC GEL IHUB, LLC GENESIS DEEPWATER HOLDINGS, LLC GENESIS GTM OFFSHORE OPERATING COMPANY, LLC GENESIS IHUB HOLDINGS, LLC GENESIS SMR HOLDINGS, LLC HIGH ISLAND OFFSHORE SYSTEM, L.L.C. MANTA RAY GATHERING COMPANY, L.L.C. MATAGORDA OFFSHORE, LLC POSEIDON PIPELINE COMPANY, L.L.C. SAILFISH PIPELINE COMPANY, L.L.C. SEAHAWK SHORELINE SYSTEM, LLC SOUTHEAST KEATHLEY CANYON PIPELINE COMPANY, L.L.C. |
| By: | /s/ Robert V. Deere |
| Name: | Robert V. Deere |
| Title: | Chief Financial Officer |
[Signature Page to Eleventh Supplemental Indenture]
Exhibit 4.41
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
GENESIS TEXAS CITY TERMINAL, LLC
| By: | /s/ Robert V. Deere |
| Name: | Robert V. Deere |
| Title: | Chief Financial Officer |
CAMERON HIGHWAY PIPELINE I, L.P.
By: CAMERON HIGHWAY PIPELINE GP, L.L.C.,
its general partner
| By: | /s/ Robert V. Deere |
| Name: | Robert V. Deere |
| Title: | Chief Financial Officer |
[Signature Page to Eleventh Supplemental Indenture]
Exhibit 4.41
TRUSTEE
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
as Trustee
| By: | /s/ Steven A. Finklea |
| Name: | Steven A. Finklea, CCTS |
| Title: | Vice President |
[Signature Page to Eleventh Supplemental Indenture]