REGISTRATION RIGHTS AGREEMENT by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors party hereto, and Wells Fargo Securities, LLC as representative of the Initial Purchasers Dated as of February 8, 2013Registration Rights Agreement • February 11th, 2013 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 8, 2013, 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 Wells Fargo Securities, LLC, 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’ 5 3/4% Senior Notes due 2021 (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.”
5 3/4% SENIOR NOTES DUE 2021Supplemental Indenture • February 11th, 2013 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • New York
This Indenture, dated as of February 8, 2013, 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”).
GENESIS ENERGY, L.P. GENESIS ENERGY FINANCE CORPORATIONPurchase Agreement • February 11th, 2013 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of February 8, 2013 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued initially only in global form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations dated November 17, 2010 (the “DTC Agreement”) from the Issuers to the Depositary.
