FIRST AMENDMENT
Exhibit
3.4
FIRST
AMENDMENT
This
First Amendment (this “Amendment”)
to the Limited Liability Company Agreement (the “Agreement”)
of Genesis Energy, LLC, a Delaware limited liability company (the “Company”),
is executed and delivered by each of the undersigned to be effective as of
December 31, 2008.
RECITALS
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A.
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Each
of Xxxxxx X. Xxxxxx, Xx., an individual, Xxxxx X. Xxxx, an individual, and
Xxxxxx X. Deere, an individual, and the individuals collectively, the
“New
Members,” desires to become a Class B Member (as defined in the
Agreement) of the Company.
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B.
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Denbury
Gathering and Marketing, Inc., the sole member of the Company (the “Member”),
desires that each of the New Members becomes a Class B Member (as defined
in the Agreement).
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NOW THEREFORE,
in consideration of the premises and the mutual covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:
AGREEMENT
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1.
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In
accordance with the terms of the Agreement, and as evidenced by his
signature hereto, each of the New Members hereby agrees that he is a party
to, is bound by, and will comply with all of the provisions of the
Agreement in the same manner as if he were an original signatory to the
Agreement.
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2.
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In
accordance with the terms of the Agreement, the Company and the Member
hereby acknowledge the admission of each New Member as Class B Members of
the Company, effective as of December 31, 2008, and that Exhibit A to
the Agreement is hereby amended and restated in its entirety and replaced
by Exhibit
A attached hereto.
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3.
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In
accordance with the terms of the Agreement, each New Member agrees that he
has been admitted as a Class B Member of the Company, effective as of
December 31, 2008.
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4.
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Except
as expressly modified hereby, the Agreement is hereby ratified and
confirmed in all respects and remains in full force and
effect.
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5.
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This
Amendment may be executed in one or more counterparts, none of which need
contain the signatures of all persons, each of which shall be deemed an
original and all of which together shall constitute one and the same
instrument.
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[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the each
of the undersigned hereby execute and deliver this Amendment as of December
31, 2008.
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COMPANY:
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GENESIS
ENERGY, LLC
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By:
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/s/ Xxxx X
Xxxxxxxxx
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Xxxx
X. Xxxxxxxxx, its Secretary
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MEMBER:
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Class A
Member
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Denbury
Gathering and Marketing, Inc.
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By:
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/s/ Xxxx
Xxxxxxx
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Xxxx
Xxxxxxx, its Chief Financial Officer and
Secretary
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[Signature Page to Amendment]
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Class B
Members:
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Xxxxxx
X. Xxxxxx, Xx.
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/s/ Xxxxxx X. Xxxxxx,
Xx.
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Xxxxx
X. Xxxx
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/s/ Xxxxx X.
Xxxx
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Xxxxxx
X. Deere
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/s/ Xxxxxx X.
Deere
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[Signature
Page to Amendment]
EXHIBIT
A
MEMBERS
AND
MEMBER
CAPITAL CONTRIBUTIONS
AS
OF
DECEMBER
31, 2008
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MEMBER
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CLASS OF
MEMBER
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AGREED
EFFECTIVE DATE CAPITAL ACCT. BAL.
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Denbury
Gathering and Marketing, Inc.
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Class A
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$46,301,213.57
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0000
Xxxxxxxx Xxxxxxx, Xxxxx 0000
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Xxxxx,
XX 00000
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Tel: (000)
000-0000
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Fax: (000)
000-0000
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Xxxxxx
X. Xxxxxx Xx.
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Class
B
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Zero
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0000
Xxxxxx Xxxxxxx
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Xxxxxxx,
XX 00000
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Xxxxx
X. Xxxx
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Class
B
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Zero
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00000
Xxxxx Xxxxxx
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Xxxxxxx,
XX 00000
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Xxxxxx
X. Deere
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Class
B
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Zero
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000
Xxxxxxxxxx Xxxxxx
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Xxxxxxx,
XX 00000
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A-1
