GENESIS ENERGY, L.P. 4,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT April 7, 2015Underwriting Agreement • April 10th, 2015 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • New York
Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC (“Wells Fargo”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Credit Suisse Securities (USA) LLC, Raymond James & Associates, Inc. and UBS Securities LLC are acting as representatives (collectively with Wells Fargo, the “Representatives”), an aggregate of 4,000,000 Common Units — Class A (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”). In addition, solely for the purpose of covering over-allotments, the Partnership grants to the Underwriters the option to purchase from the Partnership up to an additional 600,000 Common Units (the “Additional Units”). No Additional Units shall be sold or delivered unless the Firm Units previously have been,
