EXHIBIT 10.15
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT (this "Amendment")
dated as of January 29, 2002 to the Credit
Agreement dated as of December 19, 2001
"Credit Agreement"), between GENESIS CRUDE
OIL, L.P., ("Genesis Crude Oil"), GENESIS
ENERGY L.L.C. ("Genesis Energy L.L.C."),
GENESIS ENERGY, L.P. ("Genesis Energy L.P.")
and CITICORP NORTH AMERICA, INC., as
Administrative Agent, Collateral Agent and
Lender ("Citicorp North America").
A. Genesis Crude Oil and Citicorp North America are
parties to the Credit Agreement, pursuant to which Citicorp
North America agreed to extend credit to Genesis Crude Oil,
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. At the request of Genesis Crude Oil and pursuant
to the Credit Agreement, Citicorp North America has issued
certain Guarantees which the parties intended to be treated as
Letters of Credit pursuant to the Credit Agreement.
C. To make certain changes, 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 hereby agree as follows:
SECTION 1. Amendment to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the
satisfaction of the condition precedent set forth in Section 2,
hereby amended as follows:
(a) Section 7.1(f) of the Credit Agreement is hereby
amended by substituting the date March 31, 2002 for the date
February 28, 2002.
(b) Section 7.2((B) of the Credit Agreement is hereby
amended by substituting the date March 31, 2002 for the date
February 28, 2002.
(c) Section 7.5 of the Credit Agreement is hereby
amended to delete the word "and" at the end of subparagraph (d),
add subparagraph "(e)" set forth below and renumber subparagraph
"(e)" as subparagraph "(f)". The following subparagraph "(e)"
is added:
"(e) the sale of the following assets: two NYMEX
seats sold in January of 2002 for $1,700,000; the sale of the
Houma facility for an all cash purchase price not less than $
650,000; and the sale of the Satsuma facility for an all cash
purchase price not less than $ 450,000"; provided that, in
each case, the proceeds are used to make the prepayments
required by Section 2.6(c) of the Agreement; and"
(d) Section 8.1(r) of the Credit Agreement is hereby
amended by substituting the date March 31, 2002 for the date
February 28, 2002.
(e) Cost and Expenses. Genesis OLP agrees to pay on
demand all cost and expenses of Citicorp North America in
connections with the preparation, execution, delivery and
administration, modification and amendment of this Amendment and
any other documents to be delivered hereunder.
SECTION 2. Treatment of Guarantees. All Guarantees
heretofore or hereafter issued by Citicorp North America at the
request of Genesis Crude Oil shall be treated as Letters of
Credit for purposes of the Credit Agreement, all indebtedness
and obligations now or hereafter owing by Genesis Crude Oil or
the Guarantors to Citicorp North America pursuant to the
Guarantees shall be treated for all purposes as Obligations
under the Credit Agreement and the Guarantees shall be treated
as a Loan Document for all purposes under the Credit Agreement.
SECTION 3. Conditions of Effectiveness. This Amendment
shall become effective as of the date first written when, and
only when, Citicorp North America shall have received
counterparts of this Amendment executed by Genesis Crude Oil,
Genesis Energy L.L.C. and Genesis Energy L.P. This Amendment is
subject to the provisions of Section 10.1 of the Credit
Agreement.
SECTION 4. 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 and modified hereby. The Credit
Agreement, as amended and modified hereby, constitutes the
entire agreement of the parties relating to the matters
contained herein, superseding all prior contracts or agreements,
whether oral or written, relating to the matters contained
herein or 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 above written.
BORROWER: GENESIS CRUDE OIL, L.P.
By: GENESIS ENERGY, L.L.C.,
its general partner
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Financial
Officer, General
Counsel & Secretary
GUARANTORS: GENESIS ENERGY, L.P.
By: GENESIS ENERGY, L.L.C.,
its general partner
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Financial
Officer, General
Counsel & Secretary
GENESIS ENERGY, L.L.C.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Financial
Officer, General
Counsel & Secretary
Address for Borrower and
Guarantors:
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
CITICORP NORTH AMERICA, INC.,
Administrative Agent, Collateral
Agent, LC Issuer and a Lender
By: /s/ Xxxx Xxxxxx
--------------------------
Name: Xxxx Xxxxxx
Title: Vice President
Address:
Citicorp North America, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
CONSENT OF GUARANTORS
The undersigned, Guarantors under the referenced Credit
Agreement and parties to the Guaranty dated as of December 19,
2001, in order to induce Citicorp North America, Inc. to execute
the FIRST AMENDMENT TO CREDIT AGREEMENT, hereby (i) consent to
the FIRST AMENDMENT TO CREDIT AGREEMENT, (ii) reaffirm their
obligations under the Guaranty and (iii) agree that the Guaranty
shall remain in full force and effect and shall apply to the
Credit Agreement, as amended. Nothing contained in this Consent
of Guarantors shall require the Agent or the Lenders under the
Credit Agreement to give the Guarantors notice of future
amendments to the Credit Agreement or shall impair or diminish
the enforceability of the Guaranty as applicable to the Credit
Agreement as amended in the future.
GENESIS ENERGY, L.L.C.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Financial
Officer, General
Counsel & Secretary
GENESIS ENERGY, L.P.
By: Genesis Energy, L.L.C.,
its General Partner
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Financial
Officer, General
Counsel & Secretary
GENESIS PIPELINE TEXAS, L.P.
By: Genesis Energy, L.L.C.,
its General Partner
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Financial
Officer, General
Counsel & Secretary
GENESIS PIPELINE USA, L.P.
By: Genesis Energy, L.L.C.,
its General Partner
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Financial
Officer, General
Counsel & Secretary
