TWELFTH AMENDMENT (this "Amendment") dated as of October 9, 2000, 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 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 Eighth 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, and the
Eleventh Amendment dated as of September 10, 1999 (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
SECTION 1. Amendments to Credit Agreement. (a) Section 1.1 of the Credit Agreement is hereby amended as
(i) The definition of "Guaranty Facility Maturity Date" is hereby amended to read as follows:
"Guaranty Facility Maturity Date" shall mean March 31, 2001.
(ii) Clause (z) of the definition of "Maximum Credit Support Amount" is hereby amended by deleting the
reference to De