EXHIBIT 10.19
SEVENTH AMENDMENT (this "Amendment") dated as of March 20, 1998, 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, and the Sixth Amendment dated as of February 13, 1998 (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. Amendments to Section 1.1. The following amendment is
made to the definitions contained in Section 1.1 of the Credit Agreement:
(i) The definition of "Working Capital Facility Maturity Date" is hereby
amended to read as follows:
"Working Capital Facility Maturity Date" shall mean June 30, 1998.
SECTION 2. Representations 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/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
GENESIS CRUDE OIL, L.P., by
GENESIS ENERGY, L.L.C., its operating
general partner,
By /s/ Xxxxx X. Xxxxxxx, XX
-----------------------------
Name: Xxxxx X. Xxxxxxx, XX
Title: Chief Financial Officer
