-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NzlyKiYNOQRLKArptQBn8ugbnKr5tPd57F4xiaY5M5t40jxxlVciN5ExPL4uSWsv OR1pkB36glRIqHp+JTc4ew== 0001022321-99-000003.txt : 19990623 0001022321-99-000003.hdr.sgml : 19990623 ACCESSION NUMBER: 0001022321-99-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990602 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS ENERGY LP CENTRAL INDEX KEY: 0001022321 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM BULK STATIONS & TERMINALS [5171] IRS NUMBER: 760513049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12295 FILM NUMBER: 99650150 BUSINESS ADDRESS: STREET 1: 500 DALLAS SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138602500 MAIL ADDRESS: STREET 1: 500 DALLAS SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 ============================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 1999 GENESIS ENERGY, L.P. (Exact name of registrant as specified in its charter) Delaware 1-12295 76-0513049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 500 Dallas, Suite 2500, Houston, Texas 77002 (Address of principal executive offices) (Zip Code) (713) 860-2500 (Registrant's telephone number, including area code) ============================================================================ Item 5. Other Events. On June 1, 1999, Genesis Energy, L.P. issued the press release filed herewith. Item 7. Financial Statements and Exhibits. (c) Exhibits The following materials are filed as exhibits to this Current Report on Form 8-K. Exhibit ------- 10.1 Tenth Amendment dated as of May 25, 1999, to the Master Credit Support Agreement. 99.1 Press release of Genesis Energy, L.P. dated June 1, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GENESIS ENERGY, L.P. (A Delaware Limited Partnership) By: GENESIS ENERGY, L.L.C., as General Partner Date: June 22, 1999 By:/s/ Ross A. Benavides ------------------------- Ross A. Benavides Chief Financial Officer EX-10 2 EXHIBIT 10.1 TENTH AMENDMENT (this "Amendment") dated as of May 25, 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 Salomon Smith Barney 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 and the Ninth Amendment dated as of August 14, 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 Credit Agreement. (a) Section 1.1 of the Credit Agreement is hereby amended as follows: (i) The definition of "Guaranty Facility Maturity Date" is hereby amended to read as follows: "Guaranty Facility Maturity Date" shall mean December 31, 2000. (ii) Clause (z) of the definition of "Maximum Credit Support Amount" is hereby amended by deleting the reference to December 31, 1999 and replacing it with December 31, 2000. (b) Section 2.1(b)(iii) of the Credit Agreement is hereby amended by deleting the reference to December 31, 1999 and replacing it with December 31, 2000. (c) Section 2.1(b)(iv) of the Credit Agreement is hereby amended by deleting the reference to December 31, 1999 and replacing it with December 31, 2000. (d) Schedule I to the Credit Agreement, as previously amended, is hereby replaced in its entirety by Annex A hereto. SECTION 2. Representation 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 representation 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 SMITH BARNEY HOLDINGS INC., By /s/ Mark Kleinman ----------------------------------------------- Name: Mark Kleinman Title: Executive Vice President and 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 ANNEX A SCHEDULE I Period Fee* ------ ----- 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 0.50% Fourth Quarter 0.50% Year 4 (beginning on January 1 and ending on December 31, 2000) 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. EX-99 3 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Ross A. Benavides Chief Financial Officer (713) 860-2528 GENESIS ANNOUNCES SALOMON SMITH BARNEY EXTENDS MASTER CREDIT SUPPORT AGREEMENT THROUGH DECEMBER 31, 2000 June 1, 1999 - Genesis Energy, L.P. (NYSE:GEL) announced today that Salomon Smith Barney has agreed to extend the Master Credit Support Agreement between Genesis and Salomon Smith Barney for one year through December 31, 2000. Genesis anticipates no change in its gathering or marketing activities related to credit in light of the extension by Salomon Smith Barney. Genesis also announces that effective June 14, 1999, A. Richard Janiak will become Chairman of the Board, replacing Thomas W. Jasper who is leaving the Board. Mr. Janiak is a Managing Director at Salomon Smith Barney, Inc. and has been with the firm for 29 years in various capacities in investment banking and international activities. This press release contains statements by the partnership that involve risks and uncertainties and may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management's current views and are based upon certain assumptions relating to economic conditions in the crude gathering marketplace, anticipated pipeline throughput volumes, the cost and success of potential acquisitions, the future success of integrating any such acquisitions, the success of the partnership acquisition programs generally and the impact of financing any potential acquisitions. Actual results could differ materially from those currently anticipated as a result of market conditions, operational disruptions or a number of other factors. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements. Furthermore, the partnership disclaims any obligation or intent to update any such forward-looking statement to reflect future events or developments. Genesis Energy, L.P., operates crude oil common carrier pipelines and is one of the largest independent gatherers and marketers of crude oil in North America, with operations concentrated in Texas, Louisiana, Alabama, Florida, Mississippi, New Mexico, Kansas and Oklahoma. # # # -----END PRIVACY-ENHANCED MESSAGE-----