EXHIBIT 10.1
FOURTEENTH AMENDMENT (this "Amendment") dated as of May 24,
2001, to the Master Credit Support Agreement dated as of
December 3, 1996, between Genesis Crude Oil, L.P., a Delaware
limited partnership ("Genesis OLP"), and Xxxxxxx Xxxxx Xxxxxx
Holdings Inc., a Delaware corporation ("SSB Holdings"), as
amended by the First Amendment dated as of May 12, 1997, the
Second Amendment dated as of August 22, 1997, the Third
Amendment dated as of August 1, 1997, the Fourth Amendment dated
as of September 29, 1997, the Fifth Amendment dated as of
November 14, 1997, the Sixth Amendment dated as of February 13,
1998, the Seventh Amendment dated as of March 20, 1998, the
Eighth Amendment dated as of June 30, 1998, the Ninth Amendment
dated as of August 14, 1998, the Tenth Amendment dated as of May
25, 1999, the Eleventh Amendment dated as of September 10, 1999,
the Twelfth Amendment dated as of October 9, 2000, and the
Thirteenth Amendment dated as of December 7, 2000 (as amended,
the "Credit Agreement").
A. Genesis OLP and SSB Holdings are parties to the Credit Agreement,
pursuant to which SSB Holdings has agreed to extend credit to Genesis OLP,
subject to the terms and conditions set forth therein. Capitalized terms used
but not otherwise defined herein have the meanings assigned to them in the
Credit Agreement.
B. To make certain changes requested by Genesis OLP, the parties
hereto desire to amend the Credit Agreement as provided herein, subject to the
terms and conditions set forth herein.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Amendment to Credit Agreement. (a) Section 1.1 of the
Credit Agreement is hereby amended as follows:
(i) The definition of "Consolidated EBITDA" is hereby amended to
read as follows:
"Consolidated EBITDA" shall mean, for any perod, the Consolidated Net
income for such period, plus, to the extent deducted in computing Consolidated
Net Income, the sum (without duplication) of (a) income tax expense, (b)
interest expense, (c) depreciation and amortization expense, (d) Guaranty fees
and Letter of Credit fees payable hereunder, (e) any losses from recognition of
changes in fair value of derivatives as required by Statement of Financial
Accounting Standards No. 133, as amended, and (f) any extraordinary losses,
minus, to the extent added in computing such Consolidated Net Income, (i) any
interest income, (ii) any income from recognition of changes in fair value of
derivatives as required by Statement of Financial Accounting Standards No. 133,
as amended, and (iii) any extraordinary gains, all as determined on a
consolidated basis with respect to Genesis OLP and the Subsidiaries in
accordance with GAAP.
SECTION 2. Representation and Warranties. Genesis OLP hereby
represents and warrants to SSB Holdings, on and as of the date hereof, that:
(a) This Amendment has been duly authorized, executed and delivered
by Genesis OLP, and each of this Amendment and the Credit Agreement as amended
by this Amendment constitutes a legal, valid and binding obligation of Genesis
OLP, enforceable in accordance with its terms.
(b) The representations and warranties set forth in Article V of the
Credit Agreement are true and correct in all material respects on and as of the
date hereof, and will be true and correct after giving effect to this
Amendment.
(c) No Default or Event of Default has occurred and is continuing,
or will have occurred or be continuing after giving effect to this Amendment.
SECTION 3. Miscellaneous. (a) THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(b) This Amendment may be executed in any number of counterparts,
each of which shall be an original but all of which, when taken together, shall
constitute but one instrument.
(c) Except as specifically amended or modified hereby, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereinafter", "hereto", "hereof" and words of similar import
shall, unless the context otherwise requires, refer to the Credit Agreement as
amended hereby. The Credit Agreement, as amended and modified hereby,
constitutes the entire agreement of the parties relating to the matters
contained herein and therein, superseding all prior contracts or agreements,
whether oral or written, relating to the matters contained herein and therein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
written above.
XXXXXXX XXXXX BARNEY HOLDINGS INC.,
By /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Treasurer
GENESIS CRUDE OIL, L.P., by GENESIS ENERGY,
L.L.C., its operating general partner,
By /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Chief Financial Officer &
General Counsel
