Eighth Amendment to Fourth Amended and Restated Credit Agreement, dated as of October 11, 2018, among Genesis Energy, L.P., as the borrower, Wells Fargo Bank, National Association, as administrative agent and issuing bank, Bank of America, N.A. and Bank of Montreal, as co-syndication agents, U.S. Bank National Association, as documentation agent, and the lenders and other parties party thereto
Exhibit 10.1
EXECUTION VERSION
EIGHTH AMENDMENT
TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
October 11, 2018
among
GENESIS ENERGY, L.P.,
as the Borrower,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and Issuing Bank,
BANK OF AMERICA, N.A. AND BANK OF MONTREAL,
as Co-Syndication Agents,
U.S. BANK NATIONAL ASSOCIATION,
as Documentation Agent,
and
The Lenders Party Hereto
EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 11, 2018 (this “Eighth Amendment”), is by and among GENESIS ENERGY, L.P., a Delaware limited partnership (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”), and the Lenders party hereto.
RECITALS
A. The Borrower, the Lenders party thereto, the Administrative Agent and the other agents and Issuing Banks referred to therein are parties to that certain Fourth Amended and Restated Credit Agreement, dated as of June 30, 2014, as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 25, 2014, that certain Second Amendment to Fourth Amended and Restated Credit Agreement and Joinder Agreement, dated as of July 17, 2015, that certain Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of September 17, 2015, that certain Fourth Amendment to Fourth Amended and Restated Credit Agreement and Joinder Agreement, dated as of April 27, 2016, that certain Fifth Amendment to Fourth Amended and Restated Credit Agreement and Second Amendment to Fourth Amended and Restated Guarantee and Collateral Agreement, dated as of May 9, 2017, that certain Sixth Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 28, 2017, and that certain Seventh Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 28, 2018 (as so amended and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain Loans and provided certain Committed Amounts (subject to the terms and conditions thereof) to the Borrower; and
B. The Borrower wishes, and the Lenders signatory hereto and the Administrative Agent are willing, to amend the Credit Agreement as more fully described herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all article, schedule, exhibit and section references in this Eighth Amendment refer to articles, schedules, exhibits and sections of the Eighth Amendment.
SECTION 2. Amendments to Credit Agreement. As of the Eighth Amendment Effective Date (as defined below), the Credit Agreement is amended as follows:
| (a) | Section 1.01 of the Credit Agreement is hereby amended by adding the following new definition in its proper alphabetical order: |
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““Delivery Date” has the meaning assigned to such term in the definition of “Pro Forma Basis”.”
| (b) | Section 6.14(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: |
“(a) Leverage Ratio. The Borrower will not permit its Consolidated Leverage Ratio to be in excess of (i) 5.75 to 1.00 as of the last day of the Test Periods ending on June 30, 2017 through September 30, 2018, (ii) 5.65 to 1.00 as of the last day of the Test Period ending on December 31, 2018, (iii) 5.50 to 1.00 as of the last day of the Test Periods ending on March 31, 2019 through December 31, 2019, (iv) 5.25 to 1.00 as of the last day of the Test Periods ending on March 31, 2020 through December 31, 2020 and (v) 5.00 to 1.00 as of the last day of any Test Period thereafter; provided that, if the Designated Divestiture Date occurs, the Borrower will not permit its Consolidated Leverage Ratio to be in excess of 5.50 to 1.00 as of the last day of the Test Period during which the Designated Divestiture occurs (or the last day of the immediately preceding Test Period, if at the time of the occurrence of the Designated Divestiture, the Delivery Date has not occurred with respect to such immediately preceding Test Period) and as of the last day of any Test Period thereafter.”
SECTION 3. Conditions to Effectiveness. This Eighth Amendment shall not become effective until the date (the “Eighth Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02 of the Credit Agreement):
| (a) | The Administrative Agent shall have received from the Required Lenders and the Borrower executed counterparts (in such number as may be requested by the Administrative Agent) of this Eighth Amendment. |
| (b) | The Administrative Agent, the Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Eighth Amendment Effective Date, including to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. |
| (c) | The Administrative Agent shall have received, for the ratable account of each Lender party hereto, a consent fee in an amount equal to 0.025% of the Committed Amount of each such Lender. |
| (d) | The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. |
The Administrative Agent shall notify the Borrower and the Lenders of the Eighth Amendment Effective Date, and such notice shall be conclusive and binding.
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SECTION 4. Miscellaneous.
| (a) | Confirmation. The provisions of the Loan Documents, as amended by this Eighth Amendment, shall remain in full force and effect in accordance with their terms following the effectiveness of this Eighth Amendment. |
| (b) | Ratification and Affirmation; Representations and Warranties. Each of the undersigned does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges, renews and extends its continued liability under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein, (b) confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations and the Liens granted by it under the Security Documents to which it is a party, (c) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect and (d) represents and warrants to the Lenders that: (i) as of the date hereof, after giving effect to the terms of this Eighth Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date (except that any such representations and warranties that are modified by materiality shall be true and correct in all respects as of such specified earlier date); and (ii) as of the date hereof, after giving effect to this Eighth Amendment, no Default has occurred and is continuing. |
| (c) | Loan Document. This Eighth Amendment and each agreement, instrument, certificate or document executed by the Borrower or any other Borrower Party or any of its or their respective officers in connection therewith are “Loan Documents” as defined and described in the Credit Agreement and all of the terms and provisions of the Loan Documents relating to other Loan Documents shall apply hereto and thereto. |
| (d) | Counterparts. This Eighth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Eighth Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. |
| (e) | NO ORAL AGREEMENT. THIS EIGHTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. |
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| (f) | GOVERNING LAW. THIS EIGHTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. |
| (g) | THE PROVISIONS OF SECTION 9.09(B) AND (C) AND SECTION 9.10 OF THE CREDIT AGREEMENT SHALL APPLY, MUTATIS MUTANDIS, TO THIS EIGHTH AMENDMENT. |
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Eighth Amendment to be duly executed and delivered as of the date first written above.
| BORROWER: | ||
| GENESIS ENERGY, L.P., | ||
| By: GENESIS ENERGY, LLC, its general partner | ||
| By: | /s/ Grant E. Sims | |
| Grant E. Sims | ||
| Chief Executive Officer | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and a Lender | ||
| By: | /s/ Andrew Ostrov | |
| Name: Andrew Ostrov | ||
| Title: Director | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Andrew Ostrov | |
| Name: Andrew Ostrov | ||
| Title: Director | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| BMO HARRIS FINANCING, INC., as a Lender | ||
| By: | /s/ Kevin Utsey | |
| Name: Kevin Utsey | ||
| Title: Managing Director | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Shai Bandner | |
| Name: Shai Bandner Title: Director | ||
| By: | /s/ My Nguyen | |
| Name: My Nguyen | ||
| Title: Analyst | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| ABN AMRO CAPITAL USA, LLC, as a Lender | ||
| By: | /s/ Brody Summerall | |
| Name: Brody Summerall | ||
| Title: Vice President | ||
| By: | /s/ Darrell Holley | |
| Name: Darrell Holley | ||
| Title: Managing Director | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| BNP Paribas , as a Lender | ||
| By: | /s/ Joseph Onischuk | |
| Name: Joseph Onischuk Title: Managing Director | ||
| By: | /s/ Mark Renaud | |
| Name: Mark Renaud Title: Managing Director | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Christopher Kuna | |
| Name: Christopher Kuna | ||
| Title: Director | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender | ||
| By: | /s/ Alfredo Brahim | |
| Name: Alfredo Brahim | ||
| Title: Director | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| SUMITOMO MITSUI BANKING CORPORATION, as a Lender | ||
| By: | /s/ James D. Weinstein | |
| Name: James D. Weinstein | ||
| Title: Managing Director | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| BANK OF AMERICA, N.A., as a Lender | ||
| By: | /s/ Pace Doherty | |
| Name: Pace Doherty | ||
| Title: Vice President | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| CITIBANK, N.A. , as a Lender | ||
| By: | /s/ Peter Kardos | |
| Name: Peter Kardos | ||
| Title: Vice President | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| ROYAL BANK OF CANADA, as a Lender | ||
| By: | /s/ Jason S. York | |
| Name: Jason S. York | ||
| Title: Authorized Signatory | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| Compass Bank, as a Lender | ||
| By: | /s/ Mark H. Wolf | |
| Name: Mark H. Wolf | ||
| Title: Senior Vice President | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| FIFTH THIRD BANK, as a Lender | ||
| By: | /s/ Jonathan H Lee | |
| Name: Jonathan H Lee | ||
| Title: Director | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| REGIONS BANK, as a Lender | ||
| By: | /s/ David Valentine | |
| Name: David Valentine | ||
| Title: Managing Director | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| DNB Capital LLC , as a Lender | ||
| By: | /s/ Byron Cooley | |
| Name: Byron Cooley | ||
| Title: Senior Vice President | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| DNB Capital LLC , as a Lender | ||
| By: | /s/ Kelton Glasscock | |
| Name: Kelton Glasscock | ||
| Title: Senior Vice President | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| CADENCE BANK, N.A., as a Lender | ||
| By: | /s/ William W. Brown | |
| Name: William W. Brown | ||
| Title: Executive Vice President | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| Zions Bancorporation, N.A. dba Amegy Bank, as a Lender | ||
| By: | /s/ Sam Trail | |
| Name: Sam Trail | ||
| Title: Senior Vice President | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| TRUSTMARK NATIONAL BANK as a Lender | ||
| By: | /s/ Jeff Deutsch | |
| Name: Jeff Deutsch | ||
| Title: SVP | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| COMERICA BANK, as a Lender | ||
| By: | /s/ William B. Robinson | |
| Name: William B. Robinson | ||
| Title: Senior Vice President | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
| BOKF NA dba Bank of Texas, as a Lender | ||
| By: | /s/ Brad Kuhn | |
| Name: Brad Kuhn | ||
| Title: Vice President | ||
[Signature Page – Eighth Amendment to Fourth Amended and
Restated Credit Agreement]
