EX-10.16 11 ex10-16to2001k.txt SECOND AMENDMENT TO CREDIT AGMT EXHIBIT 10.16 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT (this "Amendment") dated as of February 21, 2002 to the Credit Agreement dated as of December 19, 2001 "Credit Agreement"), as amended by the First Amendment to Credit agreement dated as of January 29, 2002, 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. 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 May 31, 2002 for the date March 31, 2002. (b) Section 7.2(i)(B) of the Credit Agreement is hereby amended by substituting the date May 31, 2002 for the date March 31, 2002. (c) Section 8.1(r) of the Credit Agreement is hereby amended by substituting the date May 31, 2002 for the date March 31, 2002. (d) 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. 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 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. BORROWER: GENESIS CRUDE OIL, L.P. By: GENESIS ENERGY, L.L.C., its general partner By: /s/ Ross A. Benavides -------------------------- Name: Ross A. Benavides Title: Chief Financial Officer, General Counsel & Secretary GUARANTORS: GENESIS ENERGY, L.P. By: GENESIS ENERGY, L.L.C., its general partner By: /s/ Ross A. Benavides -------------------------- Name: Ross A. Benavides Title: Chief Financial Officer, General Counsel & Secretary GENESIS ENERGY, L.L.C. By: /s/ Ross A. Benavides -------------------------- Name: Ross A. Benavides Title: Chief Financial Officer, General Counsel & Secretary Address for Borrower and Guarantors: 500 Dallas Street, Suite 2500 Houston, Texas 77002 Attention: Ross A. Benavides Telephone: 713-860-2528 Fax: 713-860-2636 CITICORP NORTH AMERICA, INC., Administrative Agent, Collateral Agent, LC Issuer and a Lender By: /s/ John Dorans -------------------------- Name: John Dorans Title: Vice President Address: Citicorp North America, Inc. 1200 Smith Street, Suite 2000 Houston, Texas 77002 Attention: Brian Smith Telephone: (713) 654-2911 Fax: (713) 654-2849 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 SECOND 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/ Ross A. Benavides -------------------------- Name: Ross A. Benavides Title: Chief Financial Officer, General Counsel & Secretary GENESIS ENERGY, L.P. By: Genesis Energy, L.L.C., its General Partner By: /s/ Ross A. Benavides -------------------------- Name: Ross A. Benavides Title: Chief Financial Officer, General Counsel & Secretary GENESIS PIPELINE TEXAS, L.P. By: Genesis Energy, L.L.C., its General Partner By: /s/ Ross A. Benavides -------------------------- Name: Ross A. Benavides Title: Chief Financial Officer, General Counsel & Secretary GENESIS PIPELINE USA, L.P. By: Genesis Energy, L.L.C., its General Partner By: /s/ Ross A. Benavides -------------------------- Name: Ross A. Benavides Title: Chief Financial Officer, General Counsel & Secretary