EXHIBIT 10.1
EXECUTION COPY
ELEVENTH AMENDMENT (this "Amendment") dated as of September
10, 1999, 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 ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ 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
and the Tenth Amendment dated as of May 25, 1999 (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. The
definition of "Consolidated Current Liabilities" in Section
1.1 of the Credit Agreement is hereby amended to read as
follows:
"Consolidated Current Liabilities" shall mean the
current liabilities of Genesis OLP and the Subsidiaries
determined on a consolidated basis in accordance with
GAAP; provided that Consolidated Current Liabilities
shall exclude the amounts of principal and interest
owed by Genesis OLP pursuant to the Loan Agreement
dated August 14, 1998 between Genesis OLP and Bank One,
Texas, N.A., or any refinancing of such working capital
facility.
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.
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY HOLDINGS INC.,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President and Treasurer
GENESIS CRUDE OIL, L.P., by GENESIS
ENERGY, L.L.C., its operating
general partner,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
