AMENDMENT NO. 1 TO UNITHOLDER RIGHTS AGREEMENTUnitholder Rights Agreement • October 19th, 2007 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Delaware
THIS AMENDMENT NO. 1 TO UNITHOLDER RIGHTS AGREEMENT (this “Amendment”) is made as of October 15, 2007 by and among Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), 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, Inc., a Delaware corporation (the “Company”), and Denbury Gathering & Marketing, Inc., a Delaware corporation (the “GP Stockholder”). The Partnership, the Unitholders, the Company and the GP Stockholder 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).
AMENDMENT NO. 2 TO CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • October 19th, 2007 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Delaware
THIS AMENDMENT NO. 2 TO CONTRIBUTION AND SALE AGREEMENT (this “Amendment”) is made as of October 15, 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).
