REGISTRATION RIGHTS AGREEMENT by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors party hereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers Dated as of November...Registration Rights Agreement • November 23rd, 2010 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 18, 2010, by and among Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.,” and together with the Partnership, the “Issuers”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers listed on Schedule A to the Purchase Agreement (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 7.875% Senior Notes due 2018 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the related Guarantees are herein collectively referred to as the “Initial Securities.”
GENESIS ENERGY, L.P. GENESIS ENERGY FINANCE CORPORATION AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF 7⅞% SENIOR NOTES DUE 2018 INDENTURE Dated as of November 18, 2010 U.S. BANK NATIONAL ASSOCIATION, As TrusteeIndenture • November 23rd, 2010 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • New York
This Indenture, dated as November 18, 2010, is among Genesis Energy, L.P., a Delaware limited partnership (the “Company”), Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors listed on the signatures page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
FIRST AMENDMENTCredit Agreement • November 23rd, 2010 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "First Amendment") dated as of November 17, 2010, is by and among GENESIS ENERGY, L.P., a Delaware limited partnership (the "Borrower"), BNP PARIBAS, 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.
