Common use of Amendment or Restatement; Power of Attorney Clause in Contracts

Amendment or Restatement; Power of Attorney. (a) Subject to Section 8.5, neither this Agreement (including any Exhibit or Schedule hereto) nor the Certificate may be amended, modified, supplemented or restated, nor may any provisions of this Agreement or the Certificate be waived, without Requisite Approval; provided, however, that (i) any such amendment, modification, supplement, restatement or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences specific to any series of Units in a disproportionate and adverse manner compared to the rights, obligations, powers and preferences specific to other series of Units shall require the prior written consent of Members holding a majority of the series of Units so disproportionately and adversely affected (other than any such holders that are Defaulting Members and the Units of such series held by such holders), (ii) except as otherwise provided in Section 5.4, any such amendment, modification, supplement, restatement or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences of any Member in its capacity as a holder of a specific series of Units in a disproportionate and adverse manner compared to other Members in their capacities as holders of the same series of Units shall require the prior written consent of such Member so disproportionately and adversely affected, (iii) except as otherwise provided in Section 5.2(a) (with respect to Management Committed Members) or Section 12.3, any such amendment, modification, supplement, restatement or waiver that would by its explicit terms increase the Additional Commitment of any Member or require a Capital Contribution to the Company by any Member that has not made an Additional Commitment to the Company shall require the prior written consent of such Member, and (iv) any VCOC Amendment may be made without the consent of any party other than the Company and the Institutional Investor requesting the VCOC Amendment; provided, however, that any VCOC Amendment that adversely affects a Member in its capacity as a Member in a disproportionate manner compared to the other Members (other than the Institutional Investor requesting such amendment) in their capacities as Members shall require the consent of the adversely affected Member. The execution of an Addendum Agreement in connection with an issuance or transfer of Units made in accordance with the terms of this Agreement and changes to Schedule I hereof to reflect such transfers or issuances shall not be considered amendments to this Agreement and shall not require approval hereunder.

Amendment or Restatement; Power of Attorney. (a) Subject In addition to any approvals which may be required under Section 8.5, neither this Agreement (including any Exhibit or Schedule hereto) nor the Certificate may be amended, modified, supplemented or restated, nor may any provisions of this Agreement or the Certificate be waived, without Requisite Approvalthe approval of the Members holding a majority of the outstanding Series A Units; provided, however, that (i) any such amendment, modification, supplement, restatement or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences specific to any series of Units in a disproportionate and adverse manner compared to the rights, obligations, powers and preferences specific to other series of Units shall require the prior written consent of Members holding a majority of the series of Units so disproportionately and adversely affected (other than any such holders that are Defaulting Members and the Units of such series held by such holders)affected, (ii) except as otherwise provided in Section 5.4, any such amendment, modification, supplement, restatement or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences of any Member in its capacity as a holder of a specific series of Units in a disproportionate and adverse manner compared to other Members in their capacities as holders of the same series of Units shall require the prior written consent of such Member so disproportionately and adversely affected, and (iii) except as otherwise provided in Section 5.2(a) (with respect to Management Committed Members) or Section 12.3, any such amendment, modification, supplement, restatement or waiver that would by its explicit terms increase the Additional Commitment of any Member or require a Capital Contribution to the Company by any Member that has not made an Additional Commitment to the Company shall require the prior written consent of such Member, and (iv) any VCOC Amendment may be made without the consent of any party other than the Company and the Institutional Investor requesting the VCOC Amendment; provided, however, that any VCOC Amendment that adversely affects a Member in its capacity as a Member in a disproportionate manner compared to the other Members (other than the Institutional Investor requesting such amendment) in their capacities as Members shall require the consent of the adversely affected Member. The execution of an Addendum Agreement in connection with an issuance or transfer of Units made in accordance with the terms of this Agreement and changes to Schedule I or Schedule II hereof to reflect such transfers or issuances shall not be considered amendments to this Agreement and shall not require approval hereunder.. Notwithstanding anything to the contrary in this Section 14.5, if (i) the provisions of Proposed Treasury Regulation Section 1.83-3 and related sections and the proposed Revenue Procedure described in IRS Notice 2005-43, as proposed by the Internal Revenue Service on May 24, 2005, or provisions similar thereto, or (ii) the amendments to Treasury Regulations §§ 1.704-1 and 1.704-3 proposed on January 22, 2003 (and corrected on March 28, 2003) are adopted as final (or temporary) rules (the “New Rules”), the Directors are authorized to make such amendments to this Agreement (including provision for any safe harbor election authorized by the New Rules) as the Directors may determine to be necessary or advisable to comply with or reflect the New Rules; provided, that such amendments do not materially alter the economic rights of the Members under this Agreement other than the timing of distributions pursuant to Section 6.1(b). Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any person not a party to this Agreement. Genesis Energy, LLC Amended and Restated Limited Liability Company Agreement

Amendment or Restatement; Power of Attorney. (a) Subject to Section 8.5, neither this Agreement (including any Exhibit or Schedule hereto) nor the Certificate may be amended, modified, supplemented or restated, nor may any provisions of this Agreement or the Certificate be waived, without Requisite Approvalconsent of the Board of Managers; provided, however, that (i) any such amendment, modification, supplement, restatement or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences specific to any series of Units in a disproportionate and adverse manner compared to the rights, obligations, powers and preferences specific to other series of Units shall require the prior written consent of Members holding a majority of the series of Units so disproportionately and adversely affected (other than any such holders that are Defaulting Members and the Units of such series held by such holders)affected, (ii) except as otherwise provided in Section 5.4, any such amendment, modification, supplement, restatement or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences of any Member in its capacity as a holder of a specific series of Units in a disproportionate and adverse manner compared to other Members in their capacities as holders of the same series of Units shall require the prior written consent of such Member so disproportionately and adversely affected, affected and (iii) except as otherwise provided in Section 5.2(a) (with respect to Management Committed Members) or Section 12.3, any such amendment, modification, supplement, restatement or waiver that would by its explicit terms increase the Additional Commitment of any Member or require a Capital Contribution to the Company by any Member that has not made an Additional Commitment to the Company shall require the prior written consent of such Member, and (iv) any VCOC Amendment may be made without the consent of any party other than the Company and the Institutional Investor requesting the VCOC Amendment; provided, however, that any VCOC Amendment that adversely affects a Member in its capacity as a Member in a disproportionate manner compared to the other Members (other than the Institutional Investor requesting such amendment) in their capacities as Members shall require the consent of the adversely affected Member. The execution of an Addendum Agreement in connection with an issuance or transfer of Units made in accordance with the terms of this Agreement and changes to Schedule I I, Schedule II, or Schedule III hereof to reflect such transfers or issuances shall not be considered amendments to this Agreement and shall not require approval hereunder. Notwithstanding anything to the contrary in this Section 13.5, if (i) the provisions of Proposed Treasury Regulation Section 1.83-3 and related sections and the proposed Revenue Procedure described in IRS Notice 2005-43, as proposed by the Internal Revenue Service on May 24, 2005, or provisions similar thereto, or (ii) the amendments to Treasury Regulations §§ 1.704-1 and 1.704-3 proposed on January 22, 2003 (and corrected on March 28, 2003) are adopted as final (or temporary) rules (the “New Rules”), the Managers are authorized to make such amendments to this Agreement (including provision for any safe harbor election authorized by the New Rules) as the Managers may determine to be necessary or advisable to comply with or reflect the New Rules; provided, that such amendments do not materially alter the economic rights of the Members under this Agreement other than the timing of distributions pursuant to Section 6.1(b). Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any person not a party to this Agreement.