GEL 12.31.2014 Exhibit 4.38


Exhibit 4.38






GENESIS ENERGY, L.P.,
GENESIS ENERGY FINANCE CORPORATION 
and 
the Guarantors named herein 


55⁄8% SENIOR NOTES DUE 2024
FIFTH SUPPLEMENTAL INDENTURE 
SUBSIDIARY GUARANTEE 
DATED AS OF FEBRUARY 19, 2015 
U.S. BANK NATIONAL ASSOCIATION, 
Trustee 



Exhibit 4.38




This FIFTH SUPPLEMENTAL INDENTURE, dated as of February 19, 2015 (this “Fifth Supplemental Indenture”), is among Genesis Energy, L.P., a Delaware limited partnership (the “Company”), Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors, each of the parties identified under the caption “New Guarantors” on the signature pages hereto (together, the “New Guarantors”) and U.S. Bank National Association, a national banking association, as Trustee.
RECITALS
WHEREAS, the Issuers, the Initial Guarantors and the Trustee entered into an indenture, dated May 15, 2014 (the “Base Indenture”), as amended, supplemented and modified by the First Supplemental Indenture dated May 15, 2014 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated October 15, 2014, the Third Supplemental Indenture, dated as of December 17, 2014, and the Fourth Supplemental Indenture, dated as of January 22, 2015 (such supplemental indentures, the “Supplemental Indentures”; and the Base Indenture, as supplemented by the Supplemental Indentures, the “Indenture”), pursuant to which the Issuers have issued $350,000,000 in the aggregate principal amount of 55⁄8% Senior Notes due 2024 (the “Notes”);
WHEREAS, Section 8.01 of the First Supplemental Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the First Supplemental Indenture and the Base Indenture (as it relates to the Notes) in order to comply with Section 4.13 or 9.04 of the First Supplemental Indenture, without the consent of the Holders of the Notes; and 
WHEREAS, all acts and things necessary to make this Fifth Supplemental Indenture a valid and legally binding agreement according to its terms, and a valid and legally binding amendment of and supplement to, the Indenture, have been duly done and performed; 
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors, the New Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 
ARTICLE 1 
Section 1.01.  This Fifth Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02.  This Fifth Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors, the New Guarantors and the Trustee.
ARTICLE 2 
From this date, in accordance with Section 4.13 or 9.03 of the First Supplemental Indenture and by executing this Fifth Supplemental Indenture, each of the New Guarantors shall be subject to the provisions of the First Supplemental Indenture and the Base Indenture (as it relates to the Notes) to the extent provided for in Article Nine of the First Supplemental Indenture.  Each of the New Guarantors hereby becomes a party to the Indenture as Guarantors with respect to the Notes and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture with respect to the Notes.  Each of the New Guarantors agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor with respect to the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture with respect to the Notes.
ARTICLE 3 
Section 3.01.  Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the First Supplemental Indenture.
Section 3.02.  Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Fifth Supplemental Indenture.  This Fifth 



Exhibit 4.38


Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
Section 3.03.  THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.04.  The parties may sign any number of copies of this Fifth Supplemental Indenture.  Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.
[NEXT PAGE IS SIGNATURE PAGE]





Exhibit 4.38




IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the date first written above.
ISSUERS
GENESIS ENERGY, L.P.
By:    Genesis Energy, LLC,    
its general partner	
		
	By:
	/s/ Robert V. Deere

	 
	 

	Name:
	Robert V. Deere

	 
	 

	Title:
	Chief Financial Officer






GENESIS ENERGY FINANCE CORPORATION                                                                  	
		
	By:
	/s/ Robert V. Deere

	 
	 

	Name:
	Robert V. Deere

	 
	 

	Title:
	Chief Financial Officer




GUARANTORS
GENESIS CRUDE OIL, L.P.
GENESIS PIPELINE TEXAS, L.P.
GENESIS PIPELINE USA, L.P.
GENESIS CO2 PIPELINE, L.P.
GENESIS NATURAL GAS PIPELINE, L.P.
GENESIS SYNGAS INVESTMENTS, L.P.


By:    GENESIS ENERGY, LLC,    
its general partner	
		
	By:
	/s/ Robert V. Deere

	 
	 

	Name:
	Robert V. Deere

	 
	 

	Title:
	Chief Financial Officer





[Signature Page to Fifth Supplemental Indenture]


Exhibit 4.38


GENESIS PIPELINE ALABAMA, LLC
GENESIS DAVISON, LLC
DAVISON PETROLEUM SUPPLY, LLC
DAVISON TRANSPORTATION SERVICES, LLC
RED RIVER TERMINALS, L.L.C. [LA]
TEXAS CITY CRUDE OIL TERMINAL, LLC
TDC, L.L.C.
GENESIS NEJD HOLDINGS, LLC
GENESIS FREE STATE HOLDINGS, LLC
DAVISON TRANSPORTATION SERVICES, INC.
TDC SERVICES, LLC
GENESIS CHOPS I, LLC
GENESIS CHOPS II, LLC
GEL CHOPS GP, LLC
GENESIS ENERGY, LLC
GENESIS MARINE, LLC 
MILAM SERVICES, INC.
GEL TEX MARKETING, LLC
GEL LOUISIANA FUELS, LLC
GEL WYOMING, LLC
GENESIS SEKCO, LLC
GEL SEKCO, LLC
GENESIS RAIL SERVICES, LLC 
GEL OFFSHORE PIPELINE, LLC
GENESIS OFFSHORE, LLC
GEL OFFSHORE, LLC
GENESIS ODYSSEY, LLC
GEL ODYSSEY, LLC
GENESIS POSEIDON, LLC
GEL POSEIDON, LLC
PRONGHORN RAIL SERVICES, LLC
GENESIS BR, LLC
BR PORT SERVICES, LLC
CASPER EXPRESS PIPELINE, LLC
AP MARINE, LLC
TBP2, LLC
GEL PRCS, LLC




                                                       	
		
	By:
	/s/ Robert V. Deere

	 
	 

	Name:
	Robert V. Deere

	 
	 

	Title:
	Chief Financial Officer










                        
                        

[Signature Page to Fifth Supplemental Indenture]


Exhibit 4.38


GEL CHOPS I, L.P
GEL CHOPS II, L.P.


By:    GEL CHOPS GP, LLC,
its general partner
                                                	
		
	By:
	/s/ Robert V. Deere

	 
	 

	Name:
	Robert V. Deere

	 
	 

	Title:
	Chief Financial Officer




NEW GUARANTORS


POWDER RIVER EXPRESS, LLC
POWDER RIVER OPERATING, LLC
                                                                    	
		
	By:
	/s/ Robert V. Deere

	 
	 

	Name:
	Robert V. Deere

	 
	 

	Title:
	Chief Financial Officer









[Signature Page to Fifth Supplemental Indenture]


Exhibit 4.38




TRUSTEE


U.S. BANK NATIONAL ASSOCIATION, 
as Trustee
                                                                  	
		
	By:
	/s/ Steven A. Finklea

	 
	 

	Name:
	Steven A. Finklea, CCTS

	 
	 

	Title:
	Vice President











[Signature Page to Fifth Supplemental Indenture]