EX-4.69 7 gel12312017exhibit469.htm EXHIBIT 4.69
Exhibit 4.69
GENESIS ENERGY, L.P.,
GENESIS ENERGY FINANCE CORPORATION
and
the Guarantors named herein
6.000% SENIOR NOTES DUE 2023,
6.75% SENIOR NOTES DUE 2022
and
6.50% SENIOR NOTES DUE 2025
TENTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEE
DATED AS OF NOVEMBER 13, 2017
U.S. BANK NATIONAL ASSOCIATION,
Trustee
682124.0010 WEST 208778522 v4

Exhibit 4.69
This TENTH SUPPLEMENTAL INDENTURE, dated as of November 13, 2017 (this “Tenth 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 2023 Guarantors referred to below, the 2022 Guarantors referred to below, the 2025 Guarantors referred to below, the parties identified under the caption “New Guarantors” on the signature pages hereto (the “New Guarantors”) 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 May 21, 2015 (the “Base Indenture”), as amended, supplemented and modified by: (i) the Supplemental Indenture, dated as of May 21, 2015 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of June 26, 2015 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of July 15, 2015 (the “Third Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of September 22, 2015 (the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture, dated as of December 11, 2015 (the “Sixth Supplemental Indenture”), the Seventh Supplemental Indenture, dated as of March 10, 2016 (the “Seventh Supplemental Indenture”) and the Eighth Supplemental Indenture, dated as of June 29, 2017 (the “Eighth Supplemental Indenture”; and, together with the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture, the “2023 Supplemental Indentures”; and the Base Indenture, as supplemented by the 2023 Supplemental Indentures, the “2023 Indenture”), pursuant to which the Issuers have issued $400,000,000 in the aggregate principal amount of 6.000% Senior Notes due 2023 (the “2023 Notes”); (ii) the Fourth Supplemental Indenture, dated as of July 23, 2015 (the “Fourth Supplemental Indenture”; and, together with the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Eighth Supplemental Indenture, the “2022 Supplemental Indentures”; and the Base Indenture, as supplemented by the 2022 Supplemental Indentures, the “2022 Indenture”) pursuant to which the Issuers have issued $750,000,000 in the aggregate principal amount of 6.75% Senior Notes due 2022 (the “2022 Notes”); and (iii) the Eighth Supplemental Indenture, dated as of August 14, 2017 (the “Ninth Supplemental Indenture”; and the Base Indenture, as supplemented by the Ninth Supplemental Indenture, the “2025 Indenture”) pursuant to which the Issuers have issued $550,000,000 in the aggregate principal amount of 6.50% Senior Notes due 2025 (the “2025 Notes”);
A-2
682124.0010 WEST 208778522 v4

Exhibit 4.69
WHEREAS, Section 8.01 of the Ninth Supplemental Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Ninth Supplemental Indenture without the consent of the Holders of the 2025 Notes to cure any ambiguity, defect or inconsistency;
WHEREAS, the Ninth Supplemental Indenture was incorrectly titled the “Eighth Supplemental Indenture”;
WHEREAS, the Issuers, the Guarantors and the Trustee desire to correct the name of the Ninth Supplemental Indenture to cure an ambiguity, defect and inconsistency;
WHEREAS, Section 8.01 of the First Supplemental Indenture provides that the Issuers, the Guarantors (as defined in the 2023 Indenture, herein called the “2023 Guarantors”) and the Trustee may amend or supplement the First Supplemental Indenture and the Base Indenture (as it relates to the 2023 Notes) in order to comply with Section 4.13 or 9.03 of the First Supplemental Indenture, without the consent of the Holders of the 2023 Notes;
WHEREAS, Section 8.01 of the Fourth Supplemental Indenture provides that the Issuers, the Guarantors (as defined in the 2022 Indenture, herein called the “2022 Guarantors”) and the Trustee may amend or supplement the Fourth Supplemental Indenture and the Base Indenture (as it relates to the 2022 Notes) in order to comply with Section 4.13 or 9.03 of the Fourth Supplemental Indenture, without the consent of the Holders of the 2022 Notes;
WHEREAS, Section 8.01 of the Ninth Supplemental Indenture provides that the Issuers, the Guarantors (as defined in the 2025 Indenture, herein called the “2025 Guarantors”) and the Trustee may amend or supplement the Ninth Supplemental Indenture and the Base Indenture (as it relates to the 2025 Notes) in order to comply with Section 4.13 or 9.03 of the Ninth Supplemental Indenture, without the consent of the Holders of the 2025 Notes;
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, each of the 2023 Indenture, the 2022 Indenture and the 2025 Indenture, have been duly done and performed; and
NOW, THEREFORE, to comply with the provisions of each of the 2023 Indenture, the 2022 Indenture and the 2025 Indenture and in consideration of the above premises, the Issuers, the 2023 Guarantors, the 2022 Guarantors or the 2025 Guarantors, respectively, the New Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the 2023 Notes, the 2022 Notes or the 2025 Notes, respectively, as follows:
A-3
682124.0010 WEST 208778522 v4

Exhibit 4.69
ARTICLE 1
Section 1.01. This Tenth Supplemental Indenture is supplemental to each of the 2023 Indenture, the 2022 Indenture and the 2025 Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, each of the 2023 Indenture, the 2022 Indenture and the 2025 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 2023 Guarantors, the 2022 Guarantors, the 2025 Guarantors, the New Guarantors and the Trustee.
ARTICLE 2
Section 2.01. From this date, in accordance with Section 8.01 of the Ninth Supplemental Indenture, such supplemental indenture shall be titled, and hereafter referred to as, the “Ninth Supplemental Indenture.”
ARTICLE 3
Section 3.01. From this date, in accordance with Section 4.13 or 9.03 of the First Supplemental Indenture, Section 4.13 or 9.03 of the Fourth Supplemental Indenture and Section 4.13 or 9.03 of the Ninth Supplemental Indenture, and by executing this Tenth Supplemental Indenture, the New Guarantors shall be subject to the provisions of (x) the First Supplemental Indenture and the Base Indenture (as it relates to the 2023 Notes) to the extent provided for in Article Nine of the First Supplemental Indenture (y) the Fourth Supplemental Indenture and the Base Indenture (as it relates to the 2022 Notes) to the extent provided for in Article Nine of the Fourth Supplemental Indenture and (z) the Ninth Supplemental Indenture and the Base Indenture (as it relates to the 2025 Notes) to the extent provided for in Article Nine of the Ninth Supplemental Indenture.
Section 3.02. Each New Guarantor hereby becomes a party to the 2023 Indenture as a 2023 Guarantor with respect to the 2023 Notes and as such will have all of the rights and be subject to all of the obligations and agreements of a 2023 Guarantor under the 2023 Indenture with respect to the 2023 Notes. Each New Guarantor agrees to be bound by all of the provisions of the 2023 Indenture applicable to a 2023 Guarantor with respect to the 2023 Notes and to perform all of the obligations and agreements of a 2023 Guarantor under the 2023 Indenture with respect to the 2023 Notes.
Section 3.03. Each New Guarantor hereby becomes a party to the 2022 Indenture as a 2022 Guarantor with respect to the 2022 Notes and as such will have all of the rights and be subject to all of the obligations and agreements of a 2022 Guarantor under the 2022 Indenture with
A-4
682124.0010 WEST 208778522 v4

Exhibit 4.69
respect to the 2022 Notes. Each New Guarantor agrees to be bound by all of the provisions of the 2022 Indenture applicable to a 2022 Guarantor with respect to the 2022 Notes and to perform all of the obligations and agreements of a 2022 Guarantor under the 2022 Indenture with respect to the 2022 Notes.
Section 3.04. Each New Guarantor hereby becomes a party to the 2025 Indenture as a 2025 Guarantor with respect to the 2025 Notes and as such will have all of the rights and be subject to all of the obligations and agreements of a 2025 Guarantor under the 2025 Indenture with respect to the 2025 Notes. Each New Guarantor agrees to be bound by all of the provisions of the 2025 Indenture applicable to a 2025 Guarantor with respect to the 2025 Notes and to perform all of the obligations and agreements of a 2025 Guarantor under the 2025 Indenture with respect to the 2025 Notes.
ARTICLE 4
Section 4.01. Except as specifically modified herein, the 2023 Indenture and the 2023 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 First Supplemental Indenture. Except as specifically modified herein, the 2022 Indenture and the 2022 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 Fourth Supplemental Indenture. Except as specifically modified herein, the 2025 Indenture and the 2025 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 Ninth Supplemental Indenture.
Section 4.02. 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 each of the 2023 Indenture, the 2022 Indenture and the 2025 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 4.03. THIS TENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
A-5
682124.0010 WEST 208778522 v4

Exhibit 4.69
Section 4.04. 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]
A-6
682124.0010 WEST 208778522 v4

Exhibit 4.69
IN WITNESS WHEREOF, the parties hereto have caused this Tenth 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
Robert V. Deere
Chief Financial Officer
GENESIS ENERGY FINANCE CORPORATION
By: /s/ Robert V. Deere
Robert V. Deere
Chief Financial Officer
2023 GUARANTORS, 2022 GUARANTORS AND 2025 GUARANTORS
GENESIS CO2 PIPELINE, L.P.
GENESIS CRUDE OIL, L.P.
GENESIS PIPELINE TEXAS, L.P.
GENESIS PIPELINE USA, L.P.
GENESIS SYNGAS INVESTMENTS, L.P.
By: GENESIS ENERGY, LLC,
its general partner
[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.69
By: /s/ Robert V. Deere
Robert V. Deere
Chief Financial Officer
[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.69
[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.69

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. GENESIS TEXAS CITY TERMINAL, LLC DEEPWATER GATEWAY, L.L.C. GEL PIPELINE OFFSHORE, LLC
| By: /s/ Robert V. Deere Robert V. Deere Chief Financial Officer

[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.69
[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.69
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
CAMERON HIGHWAY PIPELINE I, L.P.

By: | CAMERON HIGHWAY PIPELINE GP, L.L.C.,

its general partner
By: /s/ Robert V. Deere
Robert V. Deere
Chief Financial Officer
[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.69
NEW GUARANTORS
GENESIS ALKALI HOLDINGS, LLC
GENESIS ALKALI, LLC
GENESIS SPECIALTY ALKALI, LLC
GEL PALOMA, LLC

By: | /s/ Robert V. Deere
| Robert V. Deere
| Chief Financial Officer and Treasurer

GENESIS ALKALI WYOMING, LP
By: Genesis Alkali Holdings, LLC, its general
partner
[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.69

By: | /s/ Robert V. Deere
| Robert V. Deere
| Chief Financial Officer and Treasurer

[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.69
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Donald T. Hurrelbrink
Donald T. Hurrelbrink
Vice President
[Signature Page to Tenth Supplemental Indenture]