AMENDMENT NO. 1 TO UNITHOLDER RIGHTS AGREEMENT
AMENDMENT
NO. 1
TO
THIS
AMENDMENT NO. 1 TO UNITHOLDER
RIGHTS AGREEMENT
(this
“Amendment”)
is
made as of October 15, 2007 by and among Genesis Energy, L.P., a Delaware
limited partnership (the “Partnership”),
Xxxxxxx Petroleum Products, L.L.C., a Louisiana limited liability company,
Xxxxxxx Transport, Inc., a Louisiana corporation, Transport Company, an Arkansas
corporation, Xxxxxxx Terminal Service, Inc., a Louisiana corporation, and
Sunshine Oil and Storage, Inc., a Louisiana corporation (each a “Unitholder”
and
collectively the “Unitholders”),
Genesis Energy, Inc., a Delaware corporation (the “Company”), and
Denbury Gathering & Marketing, Inc., a Delaware corporation (the
“GP
Stockholder”).
The
Partnership, the Unitholders, the Company and the GP Stockholder are,
collectively, the “Parties”.
Any
capitalized term used, but not defined, in this Amendment shall have the meaning
given such term in the Agreement (defined below).
INTRODUCTION
A. The
Parties entered into the Unitholder Rights Agreement dated
as
of July 25, 2007, (as in effect immediately prior to the date of this Amendment,
the “Agreement”).
B. The
Parties desire to amend
the
Agreement as set forth in this Amendment.
In
consideration of the premises, the representations and warranties, and the
mutual promises made in this Amendment and the Agreement, the Parties agree
as
follows:
|
1.
|
Amendment.
Section 3.1 of the Agreement is hereby amended by restating the
parenthetical “(and in no event more than 120 days after Closing)” in the
fourth line thereof as follows: “(and in no event more than
150 days
after Closing)”.
|
|
2.
|
Entire
Agreement.
This Amendment constitutes the entire agreement and understanding
of the
Parties with respect to its subject matter and supersedes all oral
communication and prior writings (except as otherwise provided herein)
with respect thereto.
|
|
3.
|
Amendments.
No amendment, modification or waiver in respect of this Amendment
will be
effective unless in writing (including a writing evidenced by a facsimile
transmission) and executed by each of the
Parties.
|
|
4.
|
Counterparts.
This Amendment may be executed and delivered in counterparts (including
by
facsimile transmission), each of which will be deemed an original.
All
signatures need not be on one
counterpart.
|
|
5.
|
Governing
Law.
This Amendment will be governed by and construed in accordance with
the
law of the State of Delaware (without
reference to choice of law
doctrine).
|
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to be
duly
executed as of the date first above written.
UNITHOLDERS:
|
XXXXXXX
PETROLEUM PRODUCTS, L.L.C.
|
By:
__/s/
Xxxxxx X. Davison_______
Name:
Xxxxxx X. Xxxxxxx
Title:
Manager
XXXXXXX
TRANSPORT,
INC.
By:
__/s/
Xxxxx X. Xxxxxxx, Xx.______
Name:
Xxxxx X. Xxxxxxx, Xx.
Title:
President
|
TRANSPORT
COMPANY
|
By:
__/s/
Xxxxxx X. Davison_______
Name:
Xxxxxx X. Xxxxxxx
Title:
President
XXXXXXX
TERMINAL SERVICE,
INC.
|
By:
/s/
Xxxxx X. Xxxxxxx, Xx._
|
Name:
Xxxxx X. Xxxxxxx, Xx.
Title:
President
|
SUNSHINE
OIL AND STORAGE, INC.
|
By:
_/s/
Xxxxx X. Davison_____
Name:
Xxxxx X. Xxxxxxx
Title:
President
|
COMPANY:
|
GENESIS
ENERGY, INC.
By:
_/s/
Xxxx X. Benavides______
Name:
Xxxx X. Xxxxxxxxx
Title:
Chief
Financial Officer
PARTNERSHIP:
GENESIS
ENERGY,
L.P.
By:
Genesis Energy, Inc., its sole general partner
By:
__/s/
Grant E. Sims__________
Name:
Xxxxx X. Xxxx
Title:
Chief Executive Officer
GP
STOCKHOLDER:
DENBURY
GATHERING &
MARKETING, INC.
By:
____/s/
Xxxx Allen_______________________
Name:
Xxxx Xxxxx
Title: Vice
President and Chief Accounting Officer
