AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GENESIS ENERGY, L.P.
Exhibit
3.3
AMENDMENT
NO. 1 TO FOURTH AMENDED AND RESTATED
AGREEMENT
OF LIMITED PARTNERSHIP
OF
GENESIS
ENERGY, L.P.
This
Amendment No. 1, dated December 18, 2007 (this “Amendment”)
to the Fourth Amended and Restated Agreement of Limited Partnership (the “Partnership
Agreement”) of Genesis Energy, L.P., a Delaware limited partnership (the
“Partnership”),
is entered into by and among Genesis Energy, Inc., a Delaware corporation (the
“General
Partner”) and the Limited Partners (the “Limited
Partners”) of the Partnership. Capitalized terms used but not
defined herein are used as defined in the Partnership Agreement.
WHEREAS,
on September 18, 2007, the Board of Directors of the General Partner approved
this Amendment; and
WHEREAS,
on December 18, 2007, the Holders of a Majority Interest (excluding Persons or
Groups (other than the General Partner and its Affiliates) beneficially owning
20% or more of the Partnership’s Outstanding common units) approved this
Amendment.
NOW,
THEREFORE, it is hereby agreed as follows:
A. Amendment. The
Partnership Agreement is hereby amended as follows:
The
definitions of “Associate”,
“Group” and
“Outstanding”
contained in the Partnership Agreement are hereby amended and restated as
follows:
“Associate”
means, when used to indicate a relationship with any Person, (a) any
corporation, organization or other entity of which such Person is a director,
officer, manager or partner, or serves in a similar capacity, or is directly or
indirectly the owner of 20% or more of the beneficial interests in such entity
or of any class of voting stock or other voting interest therein; (b) any
trust or other estate in which such Person has at least a 20% beneficial
interest or as to which such Person serves as trustee or in a similar fiduciary
capacity; and (c) any relative or spouse of such Person, or any relative of
such spouse.
“Group”
means a particular Person and its Affiliates or Associates, together with any
other Person and the other Person’s Affiliates and Associates, if both Persons
(directly or indirectly through any of their Affiliates or Associates)
beneficially own Partnership Securities, and such Persons (directly or
indirectly through any of their Affiliates or Associates) have any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting
(except voting pursuant to a revocable proxy or consent given to any such Person
in response to a proxy or consent solicitation made to 10 or more Persons) or
disposing of any Partnership Securities. For purposes of the definition of
“Outstanding,” a Group will be considered the beneficial owner of any
Partnership Securities directly or indirectly owned by any member of the
Group.
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“Outstanding”
means, with respect to Partnership Securities, all Partnership Securities that
are issued by the Partnership and reflected as outstanding on the Partnership’s
books and records as of the date of determination; provided, however, that if at
any time any Person, together with its Affiliates, Associates or any Group
(other than in each instance, the General Partner or its Affiliates),
beneficially owns 20% or more of any Outstanding Partnership Securities of any
class then Outstanding, all Partnership Securities so owned by such Person and
its Affiliates and Associates, or by such Group or any member of such Group,
shall not be considered to be Outstanding in any context relating to matters
pertaining to the succession, election, removal, withdrawal, replacement or
substitution of the General Partner, specifically including voting upon any such
matters (unless otherwise required by law), or when in connection with any such
matters (i) sending notices of a meeting of Limited Partners to vote on any
such matter (unless otherwise required by law), (ii) calculating required
votes, (iii) determining the presence of a quorum, or (iv) for other
similar purposes under this Agreement, except that such Partnership Securities
shall be considered to be Outstanding
for purposes of Section 11.1(b)(iv) (such Partnership Securities shall not,
however, be treated as a separate class of Partnership Securities for purposes
of this Agreement).
B. Agreement in
Effect. Except
as hereby amended, the Partnership Agreement shall remain in full force and
effect.
C. Applicable
Law. This
Amendment shall be construed in accordance with and governed by the laws of the
State of Delaware, without regard to principles of conflicts of
laws.
D. Invalidity of
Provisions. If any
provision of this Amendment is or becomes invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, this Amendment has been executed as of the date first written
above.
GENERAL
PARTNER:
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GENESIS
ENERGY, INC.
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By:
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/s/ Xxxxx X. Xxxx
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Xxxxx
X. Xxxx
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Chief
Executive Office
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LIMITED
PARTNERS:
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All
Limited Partners previously and hereafter admitted as Limited Partners of
the Partnership, pursuant to powers of attorney previously and hereafter
executed in favor of, and granted and delivered to the General
Partner.
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By:
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GENESIS
ENERGY, INC.
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General
Partner, as attorney-in-fact for all Limited Partners pursuant to the
Powers of Attorney granted pursuant to Section 2.6.
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By:
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/s/ Xxxxx X. Xxxx
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Xxxxx
X. Xxxx
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Chief
Executive Officer
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(Amendment No. 1 Signature Page)