THIRD AMENDMENT (this "Amendment") dated as of August 1, 1997, 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 SALOMON INC, a
Delaware corporation ("Salomon"), as amended by the First Amendment dated as of
May 12, 1997, and the Second Amendment dated as of August 22, 1997 (as amended,
the "Credit Agreement").
A. Genesis OLP and Salomon are parties to the Credit Agreement, pursuant to
which Salomon 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 Schedule I. Schedule I to the Credit Agreement is
hereby replaced in its entirety by Annex A hereto.
SECTION 2. Representations and Warranties. Genesis OLP hereby represents and
warrants to Salomon, 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.
SALOMON INC,
By /s/ Xxxxxx X. Xxxxxx
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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
ANNEX A
SCHEDULE I
Period Fee
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Year 1 (beginning on the Closing Date and ending on December 31, 1997)
First Quarter 0.25%
Second Quarter 0.25%
Third Quarter 0.25%
Fourth Quarter 0.25%
Year 2 (beginning on January 1 and ending on December 31, 1998)
First Quarter 0.30%
Second Quarter 0.30%
Third Quarter 0.30%
Fourth Quarter 0.30%
Year 3 (beginning on January 1 and ending on December 31, 1999)
First Quarter 0.50%
Second Quarter 0.50%
Third Quarter 0.75%
Fourth Quarter 0.75%
Fee is based upon the indicated rate on a per annum basis.
Each quarter shall be a three calendar month period except for this First
Quarter, which shall extend from the Closing Date through March 31, 1997.
