REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2007 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Texas
This Registration Rights Agreement (this “Agreement”) dated as of July 25, 2007, (the “Closing Date”) is by and among Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Davison Petroleum Products, L.L.C., a Louisiana limited liability company, Davison Transport, Inc., a Louisiana corporation, Transport Company, an Arkansas corporation, Davison Terminal Service, Inc., a Louisiana corporation and Sunshine Oil and Storage, Inc., a Louisiana corporation (each a “Unitholder” and collectively the “Unitholders”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 31st, 2007 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Texas
THIS PLEDGE AND SECURITY AGREEMENT (“Agreement”) is made as of July 25, 2007 (the “Effective Date”) by and among Davison Petroleum Products, L.L.C., a Louisiana limited liability company, (the “Pledgor”), Genesis Energy, L.P., a Delaware limited partnership (“Parent”), as a secured party, and Genesis Davison, LLC, a Delaware limited liability company (“Subsidiary”), as administrative agent (the “Administrative Agent”), and a secured party (each of Parent and Subsidiary a “Secured Party” and together the “Secured Parties”).
UNITHOLDER RIGHTS AGREEMENTUnitholder Rights Agreement • July 31st, 2007 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Delaware
This Unitholder Rights Agreement (this “Agreement”) is dated as of July 25, 2007 (the “Effective Date”) by and between Davison Petroleum Products, L.L.C., a Louisiana limited liability company, Davison Transport, Inc., a Louisiana corporation, Transport Company, an Arkansas corporation, Davison Terminal Service, Inc., a Louisiana corporation and Sunshine Oil and Storage, Inc., a Louisiana corporation (each a “Unitholder” and collectively the “Unitholders”), Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), Genesis Energy, Inc., a Delaware corporation (the “Company”), and Denbury Gathering & Marketing, Inc., a Delaware corporation (the “GP Stockholder”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENT dated as of July 25, 2007 among GENESIS CRUDE OIL, L.P., as the Borrower, GENESIS ENERGY, L.P., as the Parent and a Guarantor, and the Lenders, Issuing Banks and Guarantors...Credit Agreement • July 31st, 2007 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENT (this “First Amendment”) dated as of July 25, 2007, 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 Guarantors and Lenders.
AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • July 31st, 2007 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals
THIS AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENT (this “Amendment”) is made as of July 25, 2007 by and among Genesis Energy, L.P., a Delaware limited partnership (the “Buyer”), on the one hand, and Davison Petroleum Products, L.L.C., a Louisiana limited liability company, Davison Transport, Inc., a Louisiana corporation, Transport Company, an Arkansas corporation, Davison Terminal Service, Inc., a Louisiana corporation, Sunshine Oil and Storage, Inc., a Louisiana corporation, T&T Chemical, Inc., an Arkansas corporation, Fuel Masters, LLC, a Texas limited liability company, TDC, L.L.C., a Louisiana limited liability company, and Red River Terminals, L.L.C., a Louisiana limited liability company (each a “Seller”, and collectively, the “Sellers”), on the other hand. The Buyer and the Sellers 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).
CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • July 31st, 2007 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Texas
This Contribution and Sale Agreement dated as of April 25, 2007 is by and among Genesis Energy, L.P., a Delaware limited partnership (the “Buyer”), on the one hand, and Davison Petroleum Products, L.L.C., a Louisiana limited liability company (“DPP”), Davison Transport, Inc., a Louisiana corporation (“Davison Transport”), Transport Company, an Arkansas corporation (“TransportCo”), Davison Terminal Service, Inc., a Louisiana corporation (“Terminal”), Sunshine Oil & Storage, Inc., a Louisiana corporation (“Sunshine”), T&T Chemical, Inc., an Arkansas corporation (“T&T”), Fuel Masters, LLC, a Texas limited liability company (“Fuel Masters”), TDC, L.L.C., a Louisiana limited liability company (“TDC”), and Red River Terminal, L.L.C., a Louisiana limited liability company (“Red River”) (except as otherwise provided herein, each a “Seller”, and collectively, the “Sellers”).
