EX-4.2 2 gel09302018exhibit42.htm EXHIBIT 4.2
Execution Version
GENESIS ENERGY, L.P.,
GENESIS ENERGY FINANCE CORPORATION
and
the Guarantors named herein
5⅝% SENIOR NOTES DUE 2024
FOURTEENTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEE
DATED AS OF AUGUST 28, 2018
U.S. BANK NATIONAL ASSOCIATION,
Trustee
This FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of August 28, 2018 (this “Fourteenth 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 May 15, 2014 (the “Base Indenture”), as amended, supplemented and modified by the Supplemental Indenture, dated as of May 15, 2014 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of October 15, 2014, the Third Supplemental Indenture, dated as of December 17, 2014, the Fourth Supplemental Indenture, dated as of January 22, 2015, the Fifth Supplemental Indenture, dated as of February 19, 2015, the Sixth Supplemental Indenture, dated as of February 19, 2015, the Seventh Supplemental Indenture, dated as of June 26, 2015, the Eighth Supplemental Indenture, dated as of July 15, 2015, the Ninth Supplemental Indenture, dated as of September 22, 2015, the Tenth Supplemental Indenture, dated as of December 11, 2015, the Eleventh Supplemental Indenture, dated as of March 10, 2016, the Twelfth Supplemental Indenture, dated as of June 29, 2017, and the Thirteenth Supplemental Indenture, dated as of November 13, 2017 (such supplemental indentures, the “Supplemental Indentures”; and the Base Indenture, as supplemented by the Supplemental Indentures, the “Indenture”), pursuant to which the Issuers have issued $350,000,000 in the aggregate principal amount of 5⅝% Senior Notes due 2024 (the “Notes”);
WHEREAS, Section 8.01 of the First Supplemental Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the First Supplemental Indenture and the Base Indenture (as it relates to the 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 Notes; and
WHEREAS, all acts and things necessary to make this Fourteenth 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 Fourteenth 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 Fourteenth 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 9.03 of the First Supplemental Indenture and by executing this Fourteenth Supplemental Indenture, the New Guarantor shall be subject to the provisions of the First Supplemental Indenture and the Base Indenture (as it relates to the Notes) to the extent provided for in Article Nine of the First Supplemental Indenture. The New Guarantor hereby becomes a party to the Indenture as a Guarantor with respect to the Notes 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 with respect to the Notes. The New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor with respect to the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture with respect to the Notes.
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 First Supplemental 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 Fourteenth Supplemental Indenture. This Fourteenth 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 FOURTEENTH 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 Fourteenth 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]
IN WITNESS WHEREOF, the parties hereto have caused this Fourteenth 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
GUARANTORS
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
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 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 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

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
GENESIS ALKALI WYOMING, LP
By: GENESIS ALKALI HOLDINGS, LLC,
its general partner

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

NEW GUARANTOR
GEL WYOMING II, LLC

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

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Michael K. Herberger
Michael K. Herberger
Vice President
682124.0101 WEST 209902623 v3