0001140361-08-017531 Sample Contracts

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 18, 2008 among GENESIS CRUDE OIL, L.P., as the Borrower, GENESIS ENERGY, L.P., as the Parent, and the Lenders Party Hereto
Credit Agreement • July 24th, 2008 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • New York

THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of July 18, 2008, is by and among GENESIS CRUDE OIL, L.P., a Delaware limited partnership (the “Borrower”), GENESIS ENERGY, L.P., a Delaware limited partnership (the “Parent”), FORTIS CAPITAL CORP., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), and the undersigned Lenders.

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OMNIBUS AGREEMENT
Omnibus Agreement • July 24th, 2008 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Texas

This Omnibus Agreement (this "Agreement") is dated as of June 11, 2008 by and among TD Marine, LLC, a Delaware limited liability company ("TD Marine"), James E. Davison, an individual ("James Davison"), Steven K. Davison, an individual ("Steve Davison"), Todd A. Davison, an individual ("Todd Davison" and, together with TD Marine, James Davison and Steve Davison, the "Davison Parties"), on the one hand, and Genesis Energy, L.P., a Delaware limited partnership ("Parent"), and Genesis Marine Investments, LLC, a Delaware limited liability company ("Genesis Marine" and, together with Parent, the "Genesis Parties"), on the other hand.

CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • July 24th, 2008 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Texas

This Contribution and Sale Agreement dated as of June 11, 2008 is by and among Genesis Energy, L.P., a Delaware limited partnership (the “Parent”), Genesis Marine Investments, LLC, a Delaware limited liability company (“Investor”), TD Marine, LLC, a Delaware limited liability company (“TD Marine”), Grifco Transportation, Ltd., a Texas limited partnership (“Grifco”), Grifco Transportation Two, Ltd., a Texas limited partnership (“Grifco Two”), and Shore Thing, Ltd., a Texas limited partnership (“Shore Thing” and, together with Grifco and Grifco Two the “Sellers”).

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