EXHIBIT 10.12

                              NINETEENTH AMENDMENT (this "Amendment")
                          dated as of February 21, 2002 to the Master
                          Credit Support Agreement (the "Credit
                          Agreement") dated as of December 3, 1996,
                          between GENESIS CRUDE OIL, L.P., a Delaware
                          limited partnership ("Genesis OLP"), and
                          SALMON SMITH BARNEY HOLDINGS INC., a New
                          York 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 Eight
                          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, the Thirteenth
                          Amendment dated as of December 7, 2000, the
                          Fourteenth Amendment dated as of May 24,
                          2001, the Fifteenth Amendment dated as of
                          November 26, 2001, the Sixteenth Amendment
                          dated as of December 20, 2001, the
                          Seventeenth Amendment dated as of December
                          19, 2001 and the Eighteenth Amendment dated
                          as of January 29, 2002.

             A.	Genesis OLP and SSB Holdings are parties to the
Credit Agreement, pursuant to which SSB Holdings 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, 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 3,
hereby amended as follows:

             (a)  Section 1.1 of the Credit Agreement is hereby
amended by amending the following definition in its entirety as
follows:

                   "Guaranty Facility Maturity Date" shall
               mean April 30, 2002 or such earlier date as
               shall be notified to Genesis OLP by SSB
               Holdings in writing."

             (b)  Cost and Expenses.  Genesis OLP agrees to pay on
demand all cost and expenses of SSB Holdings in connections with
the preparation, execution, delivery and administration,
modification and amendment of this Amendment and any other
documents to be delivered hereunder (including, without
limitation, the reasonable fees and expenses of counsel for SSB
Holdings) in accordance with Section 8.14 of the Credit
Agreement.

             SECTION 2.	Conditions of Effectiveness.  This Amendment
shall become effective as of the date first written when, and
only when, SSB Holdings shall have received counterparts of this
Amendment executed by Genesis OLP and SSB Holdings.  This
Amendment is subject to the provisions of Section 8.5 of the
Credit Agreement.

             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 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.

                              SALOMON SMITH BARNEY HOLDINGS INC.

                              By:/s/  Mark Kleinman
                                 ----------------------------
                              Name:  Mark Kleinman
                              Title:  Treasurer


                              GENESIS CRUDE OIL, L.P.

                              By:  GENESIS ENERGY, L.L.C.,
                                   its operating general partner

                              By:  /s/  Ross A. Benavides
                                 ----------------------------
                                 Name:  Ross A. Benavides
                                 Title:  Chief Financial
                                         Officer, General
                                         Counsel & Secretary