EX-4.3 3 gel3313019exhibit43.htm EXHIBIT 4.3
Exhibit 4.3
Execution Version
GENESIS ENERGY, L.P.,
GENESIS ENERGY FINANCE CORPORATION
and
the Guarantors named herein
5⅝% SENIOR NOTES DUE 2024
FIFTEENTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEE
DATED AS OF MARCH 22, 2019
U.S. BANK NATIONAL ASSOCIATION,
Trustee
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Exhibit 4.3
Execution Version
This FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of March 22, 2019 (this “Fifteenth 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, the Thirteenth Supplemental Indenture, dated as of November 13, 2017, and the Fourteenth Supplemental Indenture, dated as of August 28, 2018 (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 Fifteenth 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 Fifteenth 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 Fifteenth 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 Sections 4.13 and 9.03 of the First Supplemental Indenture and by executing this Fifteenth 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.
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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 Fifteenth Supplemental Indenture. This Fifteenth 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 FIFTEENTH 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 Fifteenth 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 4.3
Execution Version
IN WITNESS WHEREOF, the parties hereto have caused this Fifteenth 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/ R. V. Deere
Robert V. Deere
Chief Financial Officer
GENESIS ENERGY FINANCE CORPORATION
By: /s/ R. 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/ R. V. Deere
Robert V. Deere
Chief Financial Officer
[Signature Page to Fifteenth Supplemental Indenture]

[Signature Page to Fifteenth Supplemental Indenture]

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 GENESIS BR, LLC BR PORT SERVICES, LLC CASPER EXPRESS PIPELINE, LLC | AP MARINE, LLC TBP2, LLC GEL TEXAS PIPELINE, LLC THUNDER BASIN HOLDINGS, LLC THUNDER BASIN PIPELINE, LLC ANTELOPE REFINING, 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/ R. V. Deere Robert V. Deere Chief Financial Officer

[Signature Page to Fifteenth Supplemental Indenture]

GEL CHOPS I, L.P.
GEL CHOPS II, L.P.
By: GEL CHOPS GP, LLC,
its general partner
By: /s/ R. 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/ R. V. Deere
Robert V. Deere
Chief Financial Officer
GENESIS ALKALI WYOMING, LP
[Signature Page to Fifteenth Supplemental Indenture]

By: GENESIS ALKALI HOLDINGS, LLC,
its general partner

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

[Signature Page to Fifteenth Supplemental Indenture]

NEW GUARANTOR
GENESIS WASATCH ADDITIVES, INC.

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

[Signature Page to Fifteenth Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Michael K Herberger
Michael K. Herberger
Vice President
[Signature Page to Fifteenth Supplemental Indenture]