ex10_2.htm


    
      
        

      

      Exhibit 10.2

       

      PIPELINE PURCHASE AND SALE
AGREEMENT

       

      BY
AND AMONG

       

      DENBURY
ONSHORE, LLC,

       

      AND

       

      GENESIS
FREE STATE PIPELINE, LLC

       

      for
the Free State Pipeline System in Eastern Mississippi

       

      Dated:
May 30, 2008


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      
        	 
      	 
      	 
      	 
      	
                Page

              
	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE
      I. DEFINITIONS

              	 
      	
                1

              
	 
      	 
      	 
      	 
      	 
      
	
                1.1

              	 
      	
                Defined
      Words and Terms

              	 
      	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      II. DESCRIPTION OF PIPELINE SYSTEM

              	 
      	
                4

              
	 
      	 
      	 
      	 
      	 
      
	
                2.1

              	 
      	
                Description
      of Pipeline System

              	 
      	
                4

              
	 
      	 
      	 
      	 
      	 
      
	
                2.2

              	 
      	
                Assumed
      Liabilities

              	 
      	
                5

              
	 
      	 
      	 
      	 
      	 
      
	
                2.3

              	 
      	
                Excluded
      Liabilities

              	 
      	
                5

              
	 
      	 
      	 
      
	
                ARTICLE
      III. PURCHASE AND SALE OF PIPELINE SYSTEM

              	 
      	
                6

              
	 
      	 
      	 
      	 
      	 
      
	
                3.1

              	 
      	
                Sale
      and Delivery of Pipeline System

              	 
      	
                6

              
	 
      	 
      	 
      	 
      	 
      
	
                3.2

              	 
      	
                Consideration

              	 
      	
                6

              
	 
      	 
      	 
      	 
      	 
      
	
                3.3

              	 
      	
                Closing

              	 
      	
                7

              
	 
      	 
      	 
      	 
      	 
      
	
                3.4

              	 
      	
                Allocation
      of Purchase Price

              	 
      	
                7

              
	 
      	 
      	 
      	 
      	 
      
	
                3.5

              	 
      	
                Deliverables
      at Closing

              	 
      	
                7

              
	 
      	 
      	 
      
	
                ARTICLE
      IV. REPRESENTATIONS AND WARRANTIES OF SELLER

              	 
      	
                9

              
	 
      	 
      	 
      	 
      	 
      
	
                4.1

              	 
      	
                Organization
      and Authority

              	 
      	
                9

              
	 
      	 
      	 
      	 
      	 
      
	
                4.2

              	 
      	
                Execution
      and Effect

              	 
      	
                10

              
	 
      	 
      	 
      	 
      	 
      
	
                4.3

              	 
      	
                No
      Violation

              	 
      	
                10

              
	 
      	 
      	 
      	 
      	 
      
	
                4.4

              	 
      	
                Title
      to Rights of Way

              	 
      	
                10

              
	 
      	 
      	 
      	 
      	 
      
	
                4.5

              	 
      	
                Title
      to Pipeline and Equipment

              	 
      	
                10

              
	 
      	 
      	 
      	 
      	 
      
	
                4.6

              	 
      	
                Litigation

              	 
      	
                11

              
	 
      	 
      	 
      	 
      	 
      
	
                4.7

              	 
      	
                Compliance
      with Applicable Law

              	 
      	
                11

              
	 
      	 
      	 
      	 
      	 
      
	
                4.8

              	 
      	
                Condition
      of Pipeline System

              	 
      	
                11

              
	 
      	 
      	 
      	 
      	 
      
	
                4.9

              	 
      	
                Taxes

              	 
      	
                11

              
	 
      	 
      	 
      	 
      	 
      
	
                4.10

              	 
      	
                Preferential
      Purchase Rights

              	 
      	
                11

              
	 
      	 
      	 
      	 
      	 
      
	
                4.11

              	 
      	
                Environmental
      Matters

              	 
      	
                11

              
	 
      	 
      	 
      	 
      	 
      
	
                4.12

              	 
      	
                Contracts
      and Rights of Way

              	 
      	
                12

              
	 
      	 
      	 
      	 
      	 
      
	
                4.13

              	 
      	
                Disclosure

              	 
      	
                12

              
	 
      	 
      	 
      	 
      	 
      
	
                4.14

              	 
      	
                No
      Unsatisfied Liabilities

              	 
      	
                12

              
	 
      	 
      	 
      
	
                ARTICLE
      V. REPRESENTATIONS AND WARRANTIES OF PURCHASER

              	 
      	
                13

              
	 
      	 
      	 
      	 
      	 
      
	
                5.1

              	 
      	
                Organization
      and Authority

              	 
      	
                13

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                5.2

              	 
      	
                Execution
      and Effect

              	 
      	
                13

              
	 
      	 
      	 
      	 
      	 
      
	
                5.3

              	 
      	
                No
      Violation

              	 
      	
                13

              
	 
      	 
      	 
      	 
      	 
      
	
                5.4

              	 
      	
                Sufficiency
      of Funds

              	 
      	
                14

              
	 
      	 
      	 
      	 
      	 
      
	
                5.5

              	 
      	
                Disclaimer

              	 
      	
                14

              
	 
      	 
      	 
      	 
      	 
      
	
                5.6

              	 
      	
                Evaluation
      by Purchaser

              	 
      	
                14

              
	 
      	 
      	 
      	 
      	 
      
	
                5.7

              	 
      	
                Fairness
      Opinion

              	 
      	
                14

              
	 
      	 
      	 
      	 
      	 
      
	
                5.8

              	 
      	
                Compliance
      with Laws

              	 
      	
                15

              
	 
      	 
      	 
      	 
      	 
      
	
                5.9

              	 
      	
                Disclosure

              	 
      	
                15

              
	 
      	 
      	 
      
	
                ARTICLE
      VI. OTHER AGREEMENTS AND OBLIGATIONS OF THE PARTIES

              	 
      	
                15

              
	 
      	 
      	 
      	 
      	 
      
	
                6.1

              	 
      	
                Assignments
      Requiring Consents, Preferential Purchase Rights

              	 
      	
                15

              
	 
      	 
      	 
      	 
      	 
      
	
                6.2

              	 
      	
                No
      Solicitation of Employees

              	 
      	
                16

              
	 
      	 
      	 
      	 
      	 
      
	
                6.3

              	 
      	
                Incidental
      Contamination

              	 
      	
                16

              
	 
      	 
      	 
      	 
      	 
      
	
                6.4

              	 
      	
                Document
      Retention

              	 
      	
                16

              
	 
      	 
      	 
      	 
      	 
      
	
                6.5

              	 
      	
                Further
      Assurances

              	 
      	
                17

              
	 
      	 
      	 
      
	
                ARTICLE
      VII. SURVIVAL OF OBLIGATIONS; INDEMNIFICATION

              	 
      	
                17

              
	 
      	 
      	 
      	 
      	 
      
	
                7.1

              	 
      	
                Survival
      of Obligations

              	 
      	
                17

              
	 
      	 
      	 
      	 
      	 
      
	
                7.2

              	 
      	
                Indemnification
      by Seller

              	 
      	
                17

              
	 
      	 
      	 
      	 
      	 
      
	
                7.3

              	 
      	
                Indemnification
      by Purchaser

              	 
      	
                18

              
	 
      	 
      	 
      	 
      	 
      
	
                7.4

              	 
      	
                Indemnification
      Procedures

              	 
      	
                19

              
	 
      	 
      	 
      	 
      	 
      
	
                7.5

              	 
      	
                Certain
      Limitations on Indemnification

              	 
      	
                19

              
	 
      	 
      	 
      	 
      	 
      
	
                7.6

              	 
      	
                Tax
      Treatment of Indemnity Payments

              	 
      	
                20

              
	 
      	 
      	 
      	 
      	 
      
	
                7.7

              	 
      	
                No
      Consequential Damages

              	 
      	
                20

              
	 
      	 
      	 
      	 
      	 
      
	
                7.8

              	 
      	
                Exclusive
      Remedy

              	 
      	
                21

              
	 
      	 
      	 
      
	
                ARTICLE
      VIII. TAXES -PRORATIONS AND ADJUSTMENTS

              	 
      	
                21

              
	 
      	 
      	 
      	 
      	 
      
	
                8.1

              	 
      	
                Proration

              	 
      	
                21

              
	 
      	 
      	 
      	 
      	 
      
	
                8.2

              	 
      	
                Sales
      Taxes

              	 
      	
                22

              
	 
      	 
      	 
      	 
      	 
      
	
                8.3

              	 
      	
                Cooperation

              	 
      	
                22

              
	 
      	 
      	 
      	 
      	 
      
	
                8.4

              	 
      	
                Payables

              	 
      	
                22

              
	 
      	 
      	 
      
	
                ARTICLE
      IX. DISPUTE RESOLUTION

              	 
      	
                23

              
	 
      	 
      	 
      	 
      	 
      
	
                9.1

              	 
      	
                Dispute
      Resolution

              	 
      	
                23

              
	 
      	 
      	 
      
	
                ARTICLE
      X. MISCELLANEOUS

              	 
      	
                23

              
	 
      	 
      	 
      	 
      	 
      
	
                10.1

              	 
      	
                No
      Brokers

              	 
      	
                23

              
	 
      	 
      	 
      	 
      	 
      
	
                10.2

              	 
      	
                Expenses

              	 
      	
                23

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                10.3

              	 
      	
                Further
      Assurances

              	 
      	
                23

              
	 
      	 
      	 
      	 
      	 
      
	
                10.4

              	 
      	
                Assignment;
      Parties in Interest

              	 
      	
                23

              
	 
      	 
      	 
      	 
      	 
      
	
                10.5

              	 
      	
                Entire
      Agreement; Amendments

              	 
      	
                23

              
	 
      	 
      	 
      	 
      	 
      
	
                10.6

              	 
      	
                Severability

              	 
      	
                24

              
	 
      	 
      	 
      	 
      	 
      
	
                10.7

              	 
      	
                Interpretation

              	 
      	
                24

              
	 
      	 
      	 
      	 
      	 
      
	
                10.8

              	 
      	
                Notices

              	 
      	
                24

              
	 
      	 
      	 
      	 
      	 
      
	
                10.9

              	 
      	
                Waiver
      of Rescission

              	 
      	
                25

              
	 
      	 
      	 
      	 
      	 
      
	
                10.10

              	 
      	
                Governing
      Law

              	 
      	
                25

              
	 
      	 
      	 
      	 
      	 
      
	
                10.11

              	 
      	
                Counterparts

              	 
      	
                25

              
	 
      	 
      	 
      	 
      	 
      
	
                10.12

              	 
      	
                Exhibits

              	 
      	
                25

              
	 
      	 
      	 
      	 
      	 
      
	
                10.13

              	 
      	
                No
      Third-Party Beneficiary

              	 
      	
                25

              
	 
      	 
      	 
      	 
      	 
      
	
                10.14

              	 
      	
                Use
      of Seller’s Name

              	 
      	
                25

              
	 
      	 
      	 
      	 
      	 
      
	
                10.15

              	 
      	
                Conflict
      with Conveyance Agreements

              	 
      	
                25

              
	 
      	 
      	 
      	 
      	 
      
	
                10.16

              	 
      	
                Denbury
      Guaranty

              	 
      	
                25

              
	 
      	 
      	 
      	 
      	 
      
	
                10.17

              	 
      	
                Tax
      Opinion to Genesis MLP and Genesis Energy, Inc.

              	 
      	
                26

              


      


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      


      PIPELINE
PURCHASE AND SALE AGREEMENT

       

      THIS PIPELINE PURCHASE AND SALE
AGREEMENT (this “Agreement”) is made
and entered into on this 30th day of
May, 2008, by and between DENBURY ONSHORE, LLC (the
“Seller”), a
Delaware limited liability company, and GENESIS FREE STATE PIPELINE,
LLC (the “Purchaser”), a
Delaware limited liability company.  Seller and Purchaser are
sometimes referred to herein individually as a “Party” and
collectively as the “Parties.”

       

      RECITALS:

       

      Seller
desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the
Pipeline System (as hereinafter defined) and related assets on the terms and
conditions set forth in this Agreement.

       

      NOW,
THEREFORE, in consideration of the premises, the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:

       

      ARTICLE
I.

      DEFINITIONS

       

      1.1           Defined Words and
Terms. Except
where the context otherwise indicates another or different meaning or intent,
the following words and terms as used herein shall have the meanings
indicated:

       

      (a)           The
term “Affiliate” in
reference to any Person, means and includes any Person which directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, such Person.  The term “control”
(including the terms “controlling,” “controlled by” and “under common control
with”) means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of any Person, whether
through ownership of voting securities, by contract or otherwise. For purposes
of this Agreement only and without thereby altering the determination of the
existence of an affiliate relationship of Purchaser and Seller for other
circumstances, when used with reference to (i) Purchaser, “Affiliate” shall
include Genesis MLP, its subsidiaries and its general partner, Genesis Energy,
Inc., and (ii) Seller, “Affiliate” shall include Denbury and its subsidiaries
excluding those entities described in (i).

       

      (b)           The
term “Applicable
Laws” means and includes any and all laws, ordinances, orders, rules,
regulations and other legal requirements of all Governmental Bodies having
jurisdiction over the use, occupancy, operation and maintenance of the Pipeline
System, as such may be amended or modified from time to time.

       

      (c)           The
term “Effective
Time” shall have the meaning set forth in Section 3.1
below.

       

      (d)           The
term “Environmental
Costs and Liabilities” means, with respect to any Person, all
liabilities, obligations, responsibilities, Remedial Actions, losses, damages,
punitive damages, consequential damages, treble damages, costs and expenses
(including all reasonable fees, disbursements and expenses of counsel, experts
and consultants and costs of investigation and feasibility studies), fines,
penalties, sanctions and interest incurred as a result of any of the foregoing
by any other Person or in response to any violation of or liability under any
Environmental Law, to the extent based upon, related to, or arising under or
pursuant to any Environmental Law, Environmental Permit, order or agreement with
any Governmental Body or other Person, which relates to any environmental
condition, violation of Environmental Law or a Release or threatened Release of
Hazardous Materials, whether known or unknown, accrued or contingent, whether
based in contract, tort, implied or express warranty, strict liability, criminal
or civil statute.

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      (e)           The
term “Environmental
Law” means any foreign, federal, state or local statute, regulation,
ordinance or other legal requirement as now or hereafter in effect in any way
relating to the protection of or regulation of, the environment or natural
resources, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. App. § 5101 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean
Water Act (33 U.S.C. § 1251 et seq.), the Clean Air
Act (42 U.S.C. § 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. § 2601 et seq.), and the
Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), as those laws
have been amended, any analogous laws and the regulations promulgated pursuant
thereto.

       

      (f)           The
term “Environmental
Permit” means any Permit required by Environmental Laws for the operation
of the Pipeline System.

       

      (g)           The
term “Governmental
Body” means any government or governmental or regulatory body thereof, or
political subdivision thereof, whether foreign, federal, state, or local, or any
agency, instrumentality or authority thereof, or any court or arbitrator (public
or private).

       

      (h)           The
term “Hazardous
Material” means any substance, material or waste which is regulated,
classified, or subject to liability under or pursuant to any Environmental Law,
including, without limitation, petroleum and its by-products, asbestos,
polychlorinated biphenyls, radon, mold or other fungi, and urea formaldehyde
insulation.

       

      (i)           The
term “Knowledge” means as
follows: (i) with respect to Purchaser, the individuals listed on Exhibit 1.1(i)(1), or
their respective successors in the same or similar officer positions, shall be
deemed to have knowledge of a particular fact or other matter if such individual
is consciously aware of such fact or other matter at the time of determination
after due inquiry; and (ii) with respect to Seller, the individuals listed on
Exhibit
1.1(i)(2), or their respective successors in the same or similar officer
positions, shall be deemed to have knowledge of a particular fact or other
matter if such individual is consciously aware of such fact or other matter at
the time of determination after due inquiry.

       

      (j)           The
term “Permits”
means any approvals, authorizations, consents, licenses, permits or
certificates.

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (k)           The
term “Permitted
Encumbrances” shall mean: (a) any liens for Pipeline System Taxes that
are not yet due and payable; (b) materialmen’s, mechanic’s, repairmen’s,
employees’, contractors’ and other similar liens or charges arising in the
ordinary course of business; (c) all rights reserved to or vested in any
governmental, statutorial or public authority to control or regulate any of the
real property interests constituting a part of the Pipeline System; and
(d) easements, rights of way, restrictions and other similar encumbrances
incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount and which do not in any case materially detract from the
value of the Pipeline System as it is currently being used or materially
interfere with the ordinary conduct of the Pipeline System.

       

      (l)           The
term “Person”
means any individual, corporation, partnership, firm, joint venture,
association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity.

       

      (m)           The
term “Pipeline
System” shall have the meaning set forth in Section 2.1
below.

       

      (n)           The
term “Pipeline System
Taxes” means all Taxes specifically assessed against the Pipeline System,
including Taxes imposed on the use, occupancy or possession of the Pipeline
System but specifically not including any gross receipts, income or franchise
taxes, or other taxes of the nature of income taxes that are imposed upon the
Pipeline System or the owner thereof.  

       

      (o)           The
term “Related
Agreements” means those three (3) Meter Station and Pipeline Lateral
Easement and Road Use Agreements (“Easement and Road Agreements”) between
Purchaser as Grantee and Seller as Grantor, dated as of the date hereof, made
with respect to the Eucutta Field, the Soso Field, and the Martinville Field,
and those two (2) Agreements to Provide Electrical Power (“Power Agreements”)
between Seller and Purchaser, dated as of the date hereof, made with respect to
the Eucutta Field and the Soso Field.

       

      (p)           The
term “Release”
means any release, spill, emission, leaking, pumping, injection, deposit,
disposal, discharge, dispersal, or leaching into the indoor or outdoor
environment, or into or out of any property.

       

      (q)           The
term “Remedial
Action” means all actions to (i) clean up, remove, treat or in any other
way address any Hazardous Material; (ii) prevent the threatened Release of any
Hazardous Material so it does not endanger or threaten to endanger public health
or welfare or the indoor or outdoor environment; (iii) perform pre-remedial
studies and investigations or post-remedial monitoring and care; or (iv) to
correct a condition of non-compliance with Environmental Laws.

       

      (r)           The
term “Tax” or
“Taxes” means,
however denominated, (x) any and all taxes, assessments, customs, duties,
levies, fees, tariffs, imposts, deficiencies and other governmental charges of
any kind whatsoever (including, but not limited to, taxes on or with respect to
net or gross income, franchise, profits, gross receipts, capital, sales, use, ad
valorem, value added, transfer, real property transfer, transfer gains, transfer
taxes, inventory, escheats, unclaimed property, capital stock, license, payroll,
employment, social security, unemployment, severance, occupation, real or
personal property, estimated taxes, rent, excise, occupancy, recordation, bulk
transfer, intangibles, alternative minimum, doing business, withholding and
stamp), together with any interest thereon, penalties, fines, damages costs,
fees, additions to tax or additional amounts with respect thereto, imposed by
any federal, state or local taxing authority of any jurisdiction; (y) any
liability for the payment of any amounts described in clause (x) as a result of
being a member of an affiliated, consolidated, combined, unitary or similar
group or as a result of transferor or successor liability; and (z) any liability
for the payments of any amounts as a result of being a party to any tax sharing
agreement or as a result of any express or implied obligation to indemnify any
other person with respect to the payment of any amounts of the type described in
clause (x) or (y).

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (s)           The
term “Tax
Return” means any report, return, document, declaration or other
information or filing (including any amendments, elections, declarations,
disclosures, schedules, estimates and information returns) required to be
supplied to any federal, state or local taxing authority or jurisdiction with
respect to Taxes, including, where permitted or required, combined or
consolidated returns for any group of entities that includes either Party or any
subsidiary of any such Party, any documents with respect to or accompanying
payments of estimated taxes, or with respect to or accompanying requests for the
extension of time in which to file any such report, return, document,
declaration or other information.

       

      ARTICLE
II.

      DESCRIPTION
OF PIPELINE SYSTEM

       

      2.1           Description of Pipeline
System.

       

      (a)           As
used herein, the term “Pipeline System”
shall mean the existing Free State pipeline system in Eastern Mississippi, which
extends from the upstream flange of the motor control valve which is downstream
of Seller’s Free State metering facilities at Seller’s Jackson Dome Field
dehydration facilities to the inlet valves which are downstream of all delivery
points on the pipeline, including the 4.4 mile lateral pipeline to the
Martinville Field, as more specifically described in Exhibit
A.

       

      (b)           The
specific assets and properties comprising the Pipeline System shall also include
the following:

       

      (i)           the
pipeline comprising the Free State pipeline system (the
“Pipeline”);

       

      (ii)          the
surface leases, easements, rights of way, Permits and other grants described in
Exhibit B
(collectively, the “Rights of Way”);


       

      (iii)         the
contracts, agreements and instruments listed in Exhibit C (the “Contracts”);

       

      (iv)         the
motor control valves, side valves, and meters, as shown on Exhibit A (the “Equipment”);


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      (v)          as
they may exist on the Closing Date, copies of all studies, analyses, as-built
drawings, blueprints, plans, constructions, specifications, surveys, reports,
diagrams, and repair records related to the Pipeline System;

       

      (vi)         to
the extent transferable to Purchaser, all warranties, indemnities and guarantees
to Seller from Seller’s vendors and suppliers with respect to materials, goods
or services supplied to Seller in connection with the construction, operation,
repair and maintenance of the Pipeline System; and

       

      (vii)        all
rights, claims or causes of action pertaining to the Pipeline
System.

       

      (c)           Purchaser
acknowledges that portions of the Pipeline System (including lateral lines) are
located on fee property owned by Seller and Purchaser shall have access to such
portions pursuant to Easement and Road Agreements, as discussed hereunder, and
Purchaser shall have power supplied to such portions pursuant to Power
Agreements, as discussed hereunder.

       

      2.2           Assumed
Liabilities.  At
Closing, Purchaser shall assume and timely perform, perform and discharge in
accordance with their respective terms, the following liabilities and
obligations of Seller (collectively, the “Assumed
Liabilities”):

       

      (a)           all
liabilities and obligations of Seller with respect to the Rights of Way or under
the Contracts that are due or to be performed after the Closing
Date;

       

      (b)           any
transfer taxes applicable to the transfer of the Pipeline System;

       

      (c)           all
liabilities and obligations relating to prorated Pipeline System Taxes and other
prorated amounts required to be paid by Purchaser arising under Article VIII of, or arising
elsewhere under, this Agreement; and

       

      (d)           all
other liabilities and obligations with respect to the Pipeline System or the
use, occupancy, ownership, maintenance or operation thereof, including but not
limited to liabilities and obligations for Pipeline System Taxes not covered by
Section 2.2(c) above, that first exist and arise, or are due or to be performed,
from and after the Effective Time on the Closing Date, as those terms are
defined in Article
III below.

       

      2.3           Excluded
Liabilities

       

      .  Notwithstanding
anything hereinto the contrary, the Purchaser shall not and does not assume or
agree to pay, perform or discharge any Excluded Liabilities.  The
“Excluded
Liabilities” means:

       

      (a)           all
liabilities and obligations of Seller with respect to the Rights of Way or under
the Contracts that are due or to be performed on or prior to the Closing
Date;

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (b)           all
liabilities and obligations relating to prorated Pipeline System Taxes and other
prorated amounts required to be paid by Seller arising under Article VIII of, or arising
elsewhere under, this Agreement;

       

      (c)           all
other liabilities and obligations with respect to the Pipeline System or the
use, occupancy, ownership, maintenance or operation thereof that first exist and
arise, or are due to be performed prior to the Effective Time on the Closing
Date; 

       

      (d)           all
liabilities and obligations of Seller for Taxes (expressly excluding those
transfer taxes specifically assumed by Purchaser pursuant to Section 2.2(b)
above and those Pipeline System Taxes expressly assumed by Purchaser pursuant to
Section 2.2(c) and Section 2.2(d) above); and

       

      (e)           all
other obligations or liabilities of Seller or otherwise related to the Pipeline
System not included within the definition of Assumed Liabilities.

       

      ARTICLE
III.

      PURCHASE
AND SALE OF PIPELINE SYSTEM

       

      3.1           Sale and Delivery of
Pipeline System.  Upon
the terms and subject to the conditions set forth in this Agreement, at the
Closing provided for in Section 3.3, Seller shall sell, transfer, convey, assign
and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from
Seller, as of the Effective Time (as defined below) on the Closing Date (as
defined in Section 3.3 hereof), all of Seller’s right, title and interest in and
to the Pipeline System, free of all liens, charges, mortgages, security
interests, pledges or other encumbrances of any nature whatsoever, claimed by
any party claiming by, through or under Seller but not otherwise, except for
Permitted Encumbrances.  The “Effective Time” shall mean 7:00 a.m.
Central Standard Time on the Closing Date.

       

      3.2           Consideration.  Upon
the terms and subject to the conditions set forth in this Agreement, in
consideration of the aforesaid sale, conveyance, assignment, transfer and
delivery of all of Seller’s rights, title and interest in and to the Pipeline
System as provided in Section 3.1 above, Purchaser will assume all Assumed
Liabilities in connection with the Pipeline System from and after Closing, and
Purchaser shall pay to Seller consideration totaling Seventy-Five Million and
No/100 Dollars ($75,000,000) (the “Purchase Price”),
consisting of the following: (a) Fifty Million and No/100 Dollars
($50,000,000) in immediately available funds to be paid to Seller by Federal
Reserve wire transfer, plus (b) issuance to
Seller or its affiliates by Genesis Energy, L.P. (“Genesis MLP”) of that
number of Common Units of Genesis MLP representing limited partner interest in
Genesis MLP (“Genesis
Common Units”) determined by dividing Twenty-Five Million and No/100
Dollars ($25,000,000) by the average, closing price on the American Stock
Exchange of a Genesis Common Unit during the five consecutive trading days
ending on the date that is the second trading day immediately following the
Closing Date, and rounding such number of Genesis Common Units up to the nearest
whole number of Genesis Common Units.

       

      
        
           


        

        
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      3.3           Closing.  The
closing of the sale and purchase contemplated by this Agreement (the “Closing”) shall take
place on the date of this Agreement as hereinabove stated.  The date
on which the Closing occurs is referred to herein as the “Closing
Date.”

       

      3.4           Allocation of Purchase
Price.  The
Purchase Price shall be allocated among the assets and properties comprising the
Pipeline System acquired by the Purchaser from Seller pursuant to this
Agreement, as shall mutually be agreed to by the Purchaser and Seller on or
before the Closing Date.  Such agreed allocation of the Purchase Price
shall be set forth on Exhibit 3.4 attached
hereto.  Purchaser and Seller agree that they shall use these
allocations to prepare, on a consistent basis, and file as required, Form 8594
under Section 1060 of the Internal Revenue Code and not to take any position
inconsistent therewith upon examination of any tax return, in any refund claim,
in any litigation, investigation or otherwise, unless required by Applicable
Laws or with the consent of the other Party.

       

      3.5           Deliverables at
Closing.

       

      (a)           Simultaneously
with the execution of this Agreement, at the Closing, Seller is conveying the
Pipeline System to Purchaser, and delivering to Purchaser the following (the
documents referred to in clauses (i) and (ii) below being herein referred to as
the “Conveyance
Agreements”, and together with the Transportation Services Agreement,
Right of First Refusal and Option to Purchase Agreement, Special Covenants and
Representations Agreement, Proration Agreement, Easement and Road Agreements and
Power Agreements shall be collectively the “Ancillary
Agreements”):

       

      (i)           a
Pipeline Deed, Bill of Sale and Assignment of Rights of Way Interest in
substantially the form attached hereto as Exhibit 3.5(a)(i)
conveying the Pipeline and Equipment and the Rights of Way to
Purchaser;

       

      (ii)          a
Assignment and Assumption of Contracts in substantially the form attached hereto
as Exhibit
3.5(a)(ii) assigning all Contracts comprising a part of the Pipeline
System to Purchaser;

       

      (iii)         a
certified copy of the resolutions of the Board of Managers of Seller by which
the disposition of the Pipeline System was authorized;

       

      (iv)         a
certificate of the Secretary or Assistant Secretary of Seller evidencing the
incumbency and specimen signature of the officer executing documents to be
delivered at the Closing on behalf of Seller;

       

      (v)          a
Transportation Services Agreement in substantially the form attached hereto as
Exhibit
3.5(a)(v) by and between Seller and Purchaser;

       

      (vi)         a
Right of First Refusal and Option to Purchase Agreement in substantially the
form attached hereto as Exhibit 3.5(a)(vi) by
and between Seller, Genesis Free State Holdings, LLC (“Genesis Holdings”) and
Purchaser;

       

      (vii)        a
Special Covenants and Representations Agreement in substantially the form
attached hereto as Exhibit 3.5(a)(vii)
by and between Seller, Genesis Holdings and Genesis MLP;

       

      
        
           


        

        
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      (viii)       any
other agreements, documents, instruments and writings required to be delivered
by Seller to Purchaser at or prior to the Closing pursuant to this
Agreement;

       

      (ix)          a
legal opinion from counsel to the Seller in the form attached hereto as Exhibit 3.5(a)(ix)
(the “Seller’s
Legal Opinion”);

       

      (x)           a
certification to Purchaser in a form acceptable to Purchaser as required by
regulations under Section 1445 of the Internal Revenue Code, that Seller is not
a “foreign person” within the meaning of Treasury Regulations 1.1445-2(b)(2)(i)
(the “FIRPTA
Affidavit”);

       

      (xi)          all
Required Consents (as defined in Section 6.1 below) set forth in Exhibit
3.5(a)(xi)-(1), other than the Outstanding Consents (as defined in
Section 6.1 below) set forth in Exhibit
3.5(a)(xi)-(2) which will be subject to Section 6.1
below;

       

      (xii)         a
Proration Agreement in substantially the form attached hereto as Exhibit 3.5(a)(xii)
by and between Seller and Purchaser;

       

      (xiii)        all
Easement and Road Agreements in substantially the form attached hereto as Exhibit 3.5(a)(xiii)
by and between Seller and Purchaser; 

       

      (xiv)        the
Guaranty in the form attached hereto as Exhibit 3.5(a)(xiv)
executed by Denbury Resources Inc., in favor of Purchaser; and

       

      (xv)         all
Power Agreements in substantially the form attached hereto as Exhibit 3.5(a)(xv) by
and between Seller and Purchaser.

       

      (b)           Simultaneously
with the execution of this Agreement, at Closing, Purchaser is delivering to
Seller the following:

       

      (i)           the
cash portion of the Purchase Price;

       

      (ii)          a
certified copy of the resolutions of the sole Member of Purchaser and the Audit
Committee of Genesis MLP by which the acquisition of the Pipeline System was
authorized;

       

      (iii)         a
certificate of the Secretary or Assistant Secretary of Purchaser evidencing the
incumbency and specimen signature of the officer executing documents to be
delivered at the Closing on behalf of Purchaser;

       

      
        
           


        

        
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      (iv)         a
Transportation Services Agreement in substantially the form attached hereto as
Exhibit
3.5(a)(v) by and between Seller and Purchaser;

       

      (v)         
a Right of First Refusal and Option to Purchase Agreement in substantially the
form attached hereto as Exhibit 3.5(a)(vi) by
and between Seller, Genesis Holdings and Purchaser;

       

      (vi)         a
Special Covenants and Representations Agreement in substantially the form
attached hereto as Exhibit 3.5(a)(vii)
by and between Seller, Genesis Holdings and Genesis MLP;

       

      (vii)        executed
counterparts of the Conveyance Agreements;

       

      (viii)       a
legal opinion from counsel to Purchaser in the form attached hereto as Exhibit 3.5(b)(viii)
(the “Purchaser’s
Legal Opinion”);

       

      (ix)          a
Proration Agreement in substantially the form attached hereto as Exhibit 3.5(a)(xiii)
by and between Seller and Purchaser;

       

      (x)           any
other agreements, documents, instruments and writings required to be delivered
by Purchaser to Seller at or prior to the Closing pursuant to this
Agreement;

       

      (xi)          all
Easement and Road Agreements in substantially the form attached hereto as Exhibit 3.5(a)(xiv)
by and between Seller and Purchaser;

       

      (xii)         all
Power Agreements in substantially the form attached hereto as Exhibit 3.5(a)(xvii)
by and between Seller and Purchaser; and

       

      (xiii)        a
copy of the tax opinion addressed to Genesis MLP and Genesis Energy, Inc.,
referenced in Section 10.17 below.

       

      (c)           On
the fifth (5th)
Business Day following the Closing, Purchaser will  deliver to Seller
the Genesis Common Units.

       

      ARTICLE
IV.

      REPRESENTATIONS
AND WARRANTIES OF SELLER

       

      Seller
hereby represents and warrants to Purchaser that as of the Closing
Date:

       

      4.1           Organization and
Authority.  Seller
is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware and is duly qualified to
transact business in the State of Mississippi, and has full power and authority
to enter into this Agreement and to carry out the transactions contemplated
hereby.  Seller and its applicable Affiliates have full power and
authority to enter into the Ancillary Agreements and each other agreement,
instrument, certificate, exhibit, schedule or other document that is required by
this Agreement to be executed by Seller or its Affiliates at Closing and to
carry out the transactions contemplated thereby.  The execution and
delivery of this Agreement, the Ancillary Agreements and the Other Seller
Documents (as defined in Section 4.2 below), and the consummation of the
transactions contemplated hereby and thereby by Seller and its applicable
Affiliates have been duly and validly authorized by all necessary action of
Seller and its applicable Affiliates.

       

      
        
           


        

        
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      4.2           Execution and
Effect.  This
Agreement and the Ancillary Agreements have been (and at Closing each other
agreement, instrument, certificate, exhibit, schedule or other document that is
required by this Agreement to be executed and delivered by Seller or its
Affiliates, which are herein called collectively the “Other Seller Documents”)
duly and validly executed and delivered by Seller and its applicable Affiliates
and assuming the due authorization, execution and delivery of this Agreement and
Ancillary Agreements and such other documents to which Purchaser is a party by
Purchaser, constitutes a valid, binding and enforceable obligation of Seller and
its applicable Affiliates; subject, however, to the effect of bankruptcy,
insolvency, reorganization, moratorium and similar laws from time to time in
effect relating to the rights and remedies of creditors, as well as to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

       

      4.3           No
Violation.  Neither
the execution and delivery of this Agreement, the Ancillary Agreements or the
Other Seller Documents by Seller and its applicable Affiliates nor the
consummation by Seller and its applicable Affiliates of the transactions
contemplated hereby or thereby (a) violates any provision of the Limited
Liability Company Agreement of Seller or the formation documents of such
applicable Affiliates, (b) subject to obtaining the Outstanding Consents which
are set forth on Exhibit
3.5(a)(xi)-(2), constitutes a breach of or default under (or an event
that, with the giving of notice or passage of time or both, would constitute a
breach of or default under), or will result in the termination of, or accelerate
the performance required by, or result in the creation or imposition of any
security interest, lien, charge or other encumbrance upon Seller’s interest in
the Pipeline System under, any material contract, commitment, understanding,
agreement, arrangement or restriction of any kind or character to which Seller
is a party or by which Seller or any of its assets are bound ((provided,
however, that this Section 4.3 shall not be construed as constituting a
representation or warranty as to either (i) whether or not any of the
Outstanding Consents, which are set forth on Exhibit 3.5 (a)(xi)-(2), will be
obtained or (ii) the effect of failing to obtain any such Outstanding Consent),
or (c) violates in any material respect any statute, law, regulation or rule, or
any judgment, decree, writ or injunction or any Governmental Body applicable to
Seller or any of its assets.

       

      4.4           Title to Rights of
Way.  Except
as set forth on Schedule 4.4, the Rights of Way (including easements and other
non-fee property) identified in Exhibit B constitute
all material Rights of Way encompassing, relating to, or required for the proper
operation of, the Pipeline System, and Seller has title thereto, free and clear
of all liens, charges, mortgages, security interests, pledges or other
encumbrances of any nature whatsoever, claimed by any party claiming by, through
or under Seller but not otherwise, except for the Permitted
Encumbrances.

       

      4.5           Title to Pipeline and
Equipment.  The
Equipment shown on Exhibit A constitutes
all material motor control, side valves and meters relating to, or required for
the proper operation of, the Pipeline System, and Seller has title thereto, free
and clear of all liens, claims, charges, mortgages, security interests, pledges
or other encumbrances of any nature whatsoever, claimed by any party claiming
by, through or under Seller but not otherwise, except for the Permitted
Encumbrances (to the extent same pertain to or affect Equipment).

       

      
        
           


        

        
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      4.6           Litigation.  Except
as set forth in Schedule 4.6 and
to Seller’s Knowledge: (a) there are no judgments, orders, writs or
injunctions of any Governmental Body, presently in effect or pending or
threatened, against Seller with respect to its interest in the Pipeline System
or the operation thereof, or, which, if adversely determined, would impair or
prohibit the consummation of the transaction contemplated hereunder or under the
Ancillary Agreements, (b) there are no claims, actions, suits or
proceedings by or before any Governmental Body pending or threatened by or
against Seller with respect to its interest in the Pipeline System or the
operation thereof, and (c) the Pipeline System is not the subject of any pending
or threatened claim, demand, or notice of violation or liability from any
Person.

       

      4.7           Compliance with Applicable
Law.  Except
(a) as disclosed in Schedule 4.7 and
(b) with respect to Environmental Law, which are addressed in
Section 4.11(b) below, to Seller’s Knowledge, Seller has complied with all
material provisions
of all Applicable Laws, judgments and decrees applicable to its operation and
use of the Pipeline System as presently conducted and Seller has not received
any written notification, and is not aware of any planned written notification,
that it is not presently in compliance therewith.

       

      4.8           Condition of Pipeline
System.  Except
as disclosed in Schedule 4.8, the
Pipeline System is in good operating condition, complies with Applicable Laws
and meets prevailing industry standards for operation and use.

       

      4.9           Taxes.  All
Tax Returns required to be filed by federal, state or local laws with respect to
the Pipeline System Taxes prior to Closing have been filed by Seller prior to
Closing, and all Pipeline System Taxes imposed or assessed, whether federal,
state or local, which are due or payable for any period ending on or prior to
the Closing Date, have been paid or provided for prior to Closing.

       

      4.10           Preferential Purchase
Rights.  There
are no preferential purchase rights, options, or other rights in any Person not
a party to this Agreement, to purchase or acquire any interest in the Pipeline
System, in whole or in part.

       

      4.11           Environmental
Matters.

       

      (a)           Except
as disclosed in Schedule 4.11(a), (i)
Seller has not received any written notification that asserts (and does not have
any Knowledge) that any portion of the Pipeline System is not in compliance with
applicable Environmental Law and (ii) to Seller’s Knowledge, no condition or
circumstance exists which would give rise to any Environmental Costs and
Liabilities related to the Pipeline System.

       

      (b)           Except
as disclosed in Schedule 4.11(b), (i)
all of the Environmental Permits have been granted by the appropriate authority
and (ii) are valid and in full force and effect. There are no material actions
or proceedings for the revocation thereof or any other material action or
proceeding before any Governmental Body involving any Environmental
Permit.


      
        
           


        

        
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      4.12           Contracts and Rights of
Way.  Other
than the Rights of Way, Exhibit C contains a
list of the contracts, agreements and other documents and instruments to which
Seller or any of its Affiliates is a party or otherwise constituting part of the
Pipeline System, and each such Contract is in full force and
effect.  The Contracts, together with the Rights of Way and the
Ancillary Agreements constitute all of the material contracts, agreements,
rights of way, licenses, permits, and other documents and instruments required
for the operation and business of the Pipeline System.  Except for
obtaining the Outstanding Consents, Seller and its applicable Affiliates have
performed all material obligations required to be performed by them to date
under the Contracts and the Rights of Way, and are not in default under any
obligation of any such contract or Right of Way. To the Seller’s Knowledge, no
other party to any Contract or Right of Way is in default
thereunder.

       

      4.13           Disclosure.  The
representations and warranties contained in this Article IV do not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements and information contained in this Article IV not
misleading.  To Seller’s Knowledge, there is no fact that has not been
disclosed in this Agreement or the Exhibits that has or could be reasonably
expected to impair the ability of Seller to perform this Agreement, any
undertaking herein or the transactions contemplated hereby or the Ancillary
Agreements.

       

      4.14           No Unsatisfied
Liabilities.  There
are no debts, liabilities or obligations of the Seller secured by or burdening
the Pipeline System other than (i) such debts, liabilities or obligations that
will be satisfied, or the security interest released, in full at or prior to
Closing and (ii) such obligations to be performed following the Closing Date
under the terms of the Rights of Way and Contracts or imposed by Applicable
Law.

       

      4.15   Fairness
Opinion.   Seller has received a fairness opinion
regarding the fairness from a financial point of view to Seller of the Purchase
Price to be received by Seller hereunder issued to Seller by Morgan Stanley Co.
Incorporated and a true, correct and complete copy of such fairness opinion has
been provided to Purchaser prior to the Closing Date.

       

      4.16           Investment Intent;
Investment Experience; Restricted Securities.  Seller is an
“accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act of 1933;
(ii) has sufficient knowledge and experience in investing so as to be able to
evaluate the risks and merits of its investment in Genesis MLP and it is able
financially to bear the risks thereof; (iii) has received or has had full access
to all the information it has requested and considers necessary or appropriate
to make an informed investment decision with respect to the Genesis Common Units
to be acquired by Seller; (iv) is acquiring such Genesis Common Units for its
own account for the purpose of investment and not with a view to, or for resale
in connection with, any distribution thereof within the meaning of the
Securities Act of 1933; (v) has made its own independent inquiry into and an
independent judgment concerning, Genesis MLP and such Genesis Common Units; (vi)
understands that such Genesis Common Units have not been registered under the
Securities Act of 1933; and (vii) understands and agrees that such Genesis
Common Units may not be sold, pledged, hypothecated or otherwise transferred
except pursuant to an applicable exemption from registration under the
Securities Act of 1933 and other applicable securities laws.

       

      
        
           


        

        
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      ARTICLE
V.

      REPRESENTATIONS
AND WARRANTIES OF PURCHASER

       

      Purchaser
hereby represents and warrants to Seller that as of the Closing
Date:

       

      5.1           Organization and
Authority.  Purchaser
is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware and is (or on or prior to the
Closing will be) duly qualified to transact business in the State of
Mississippi, and has full power and authority to enter into this Agreement and
to carry out the transactions contemplated hereby. Purchaser and its applicable
Affiliates have full power and authority to enter into the Ancillary Agreements
and each other agreement, instrument, certificate, exhibit, schedule or other
document that is required by this Agreement to be executed by Purchaser or its
Affiliates at Closing and to carry out the transactions contemplated
thereby.  The execution and delivery of this Agreement, the Ancillary
Agreements and the Other Purchaser Documents (as defined in Section 5.2 below)
and the consummation of the transactions contemplated hereby and thereby by
Purchaser and its applicable Affiliates have been duly and validly authorized by
all necessary action of Purchaser and its applicable Affiliates.

       

      5.2           Execution and
Effect.  This
Agreement and the Ancillary Agreements have been (and at Closing each other
agreement, instrument, certificate, exhibit, schedule or other document that is
required by this Agreement to be executed and delivered by Purchaser or its
Affiliates, which are herein called collectively the “Other Purchaser
Documents”) duly and validly executed and delivered by Purchaser and its
applicable Affiliates and, assuming the due authorization, execution and
delivery of this Agreement, Ancillary Agreements and such other documents to
which Seller is a party by Seller, constitutes a valid, binding, and enforceable
obligation of Purchaser and its applicable Affiliates; subject, however, to the
effect of bankruptcy, insolvency, reorganization, moratorium and similar laws
from time to time in effect relating to the rights and remedies of creditors, as
well as to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

       

      5.3           No
Violation.  Neither
the execution and delivery of this Agreement, the Ancillary Agreements or the
Other Purchaser Documents by
Purchaser and its applicable Affiliates nor the consummation by Purchaser and
its applicable Affiliates of the transactions contemplated hereby or thereby
(a) violates any provision of the Limited Liability Company Agreement of
Purchaser or the formation documents of such applicable Affiliates; (b)
constitutes a material breach of or default under (or an event that, with the
giving of notice or passage of time or both, would constitute a material breach
of or default under), or will result in the termination of, or accelerate the
performance required by, or result in the creation or imposition of any security
interest, lien, charge or other encumbrance upon any of the assets of Purchaser
under, any material contract, commitment, understanding, agreement, arrangement
or restriction of any kind or character to which Purchaser is a party or by
which Purchaser or any of its assets are bound, or (c) violates in any material
respect any statute, law, regulation or rule, or any judgment, decree, order,
writ or injunction of any Governmental Body applicable to Purchaser or any of
its assets.

       


      
        
           


        

        
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      5.4           Sufficiency of
Funds. At
Closing, Purchaser has funds sufficient to consummate the transactions
contemplated hereby.

       

      5.5           Disclaimer.
PURCHASER HAS MADE SUCH INDEPENDENT INSPECTIONS, ESTIMATES, COMPUTATIONS,
REPORTS, STUDIES, AND EVALUATIONS OF THE PIPELINE SYSTEM AS IT DESIRED AND HAS
SATISFIED ITSELF PRIOR TO THE CLOSING WITH RESPECT TO THE CONDITION OF THE
PIPELINE SYSTEM. PURCHASER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND IS
NOT MAKING ANY REPRESENTATION OR WARRANTY CONCERNING THE PRESENT OR FUTURE VALUE
OF THE POSSIBLE INCOME, COSTS OR PROFITS IF ANY, TO BE DERIVED FROM THE PIPELINE
SYSTEM.  

       

      FURTHERMORE,
PURCHASER ACKNOWLEDGES THAT THE PIPELINE SYSTEM HAS BEEN USED PRIOR TO THE
CLOSING FOR THE TRANSPORTATION OF CARBON DIOXIDE. PURCHASER ACKNOWLEDGES THAT
(A) IT HAS HAD ACCESS TO AND AN OPPORTUNITY TO INSPECT THE PIPELINE SYSTEM FOR
ALL PURPOSES, INCLUDING, WITHOUT LIMITATION, FOR THE PURPOSES OF DETECTING THE
PRESENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ENVIRONMENTAL HAZARDS AS OTHER
CONTAMINATION OR POLLUTION, (B) IT HAS SATISFIED ITSELF AS TO THE PHYSICAL AND
ENVIRONMENTAL CONDITION OF THE PIPELINE SYSTEM AND (C) IN MAKING THE DECISION TO
ENTER INTO THIS AGREEMENT AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY,
PURCHASER HAS RELIED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION OF THE PIPELINE
SYSTEM, THE RECORDS AND ENVIRONMENTAL REPORTS RELATED THERETO AND THE EXPRESS
REPRESENTATIONS, WARRANTIES AND COVENANTS AND AGREEMENTS OF SELLER IN THIS
AGREEMENT.

       

      NOTWITHSTANDING
THE FOREGOING, PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT NOTHING CONTAINED
IN THIS SECTION 5.5 SHALL LIMIT THE SELLER’S INDEMNIFICATION OBLIGATIONS
PROVIDED IN ARTICLE VII OF THIS AGREEMENT OR THE ALLOCATION OF THE ASSUMED
LIABILITIES AND THE EXCLUDED LIABILITIES PROVIDED FOR UNDER THIS
AGREEMENT.

       

      5.6           Evaluation by
Purchaser.           By
reason of Purchaser’s Knowledge and experience in the evaluation, acquisition
and operation of similar properties, Purchaser has evaluated the merits and
risks of purchasing the Pipeline System and has formed an opinion based solely
upon Purchaser’s Knowledge and experience and upon Seller’s representations and
warranties set forth in Article
IV hereof and Seller’s and Purchaser’s other agreements
contained herein and not upon any other representations or warranties made by
Seller or any of its representatives.

       

      5.7           Fairness
Opinion.   Purchaser
represents that the Audit Committee of the Board of Directors of the general
partner of Genesis MLP has received the opinion of Credit Suisse Securities
(USA) LLC to the effect that, as of the date of such opinion, (i) the Purchase
Price provided for under this Agreement and (ii)
the  Consideration  as defined in and provided for under
the  Closing Agreement by and between Denbury Onshore, LLC and Genesis
NEJD Pipeline, LLC , in the aggregate, is fair, from a financial point of
view, to Genesis MLP.

       

      
        
           


        

        
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      5.8           Compliance with
Laws.  Purchaser
shall promptly obtain, or have transferred to its name, and maintain all permits
or consents required by public or private parties in connection with the
Pipeline System purchased.

       

      5.9           Disclosure.  The
representations and warranties contained in this Article V do not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements and information contained in this
Article V not
misleading.  To the Purchaser’s Knowledge, there is no fact that has
not been disclosed in this Agreement, that has or could be reasonably expected
to impair the ability of Purchaser to perform this Agreement, any undertaking
herein or the transactions contemplated hereby.

       

      ARTICLE
VI.

      OTHER
AGREEMENTS AND OBLIGATIONS OF THE PARTIES

       

      6.1           Assignments Requiring
Consents, Preferential Purchase Rights.

       

      (a)           Exhibit
3.5(a)(xi)-(1) sets forth all consents of any third-party required in
connection with the assignment of any rights of Seller under Rights of Way,
including Environmental Permits or any occupational health or safety laws,
licenses, franchises or any other assets comprising a part of the Pipeline
System (the “Required
Consents”).  All Required Consents that have not been obtained
as of the Closing Date are set forth on Exhibit
3.5(a)(xi)-(2) (the “Outstanding
Consents”). Seller shall, subject to the terms of this Section 6.1, use
commercially reasonable efforts to obtain all Outstanding Consents within a
reasonable time following Closing. The refusal of any third-party (other than an
Affiliate of Seller) to give any Outstanding Consent or the fact or claim that
the attempted assignment of any rights by Seller is ineffective because of the
failure to obtain any Outstanding Consent shall not constitute a breach of any
of the representations, warranties or covenants of Seller hereunder, including,
without limitation, the representation and warranty in Section 4.3(b), provided
that Seller complies with this Section 6.1, and further assists Purchaser in
making or seeking alternative arrangements (including, but not limited to,
granting right-of-way licenses to Purchaser). Purchaser also agrees that it
shall have no claim against Seller based upon any failure to obtain any
Outstanding Consent (provided that Seller shall otherwise comply with the terms
of this Agreement, including this Section 6.1). 

       

      (b)           In
each instance where an Outstanding Consent has not been obtained as of the
Closing, Seller shall, for no additional consideration, to the extent permitted
by Applicable Law or the terms of the applicable contract, enter into such
alternative arrangements and agreements with Purchaser as may be appropriate in
order to permit Purchaser to realize, receive, and enjoy substantially similar
rights and benefits and to enable Purchaser to conduct the operation of the
Pipeline System until such consents are obtained.  If, after the
exercise of efforts consistent with the standard set forth in clause (a)
immediately above, any such Outstanding Consents are not obtained, to the extent
permitted by Applicable Law or the terms of the applicable contract, Seller
shall cooperate with Purchaser in any reasonable efforts of Purchaser to provide
for alternative arrangements (including, but not limited to, the obtaining by
Purchaser of new right-of-way licenses) designed to provide for the benefit of
Purchaser any and all rights of Seller in and to such right-of-way grant. To the
extent an assignment of a right-of-way grant is prohibited by law or otherwise,
nothing herein shall constitute or be construed as an attempt of an assignment
thereof.

       

      
        
           


        

        
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      (c)           Notwithstanding
anything to the contrary stated in this Section 6.1, Purchaser assumes the risk
of any transfer restrictions or renegotiation requirements associated with, or
the expiration of, any Rights of Way, Permits, franchises, Contracts or other
agreements applicable to the Pipeline System.

       

      6.2           No Solicitation of
Employees.  For
a period of one (1) year following the Closing, Purchaser will not, without
Seller’s prior written consent, directly or indirectly, (i) cause or
attempt to cause any employee of Seller to terminate his or her employment
relationship with Seller, (ii) interfere or attempt to interfere with the
relationship between the Seller and any employee of Seller, or (iii) solicit or
attempt to solicit any employee of Seller; provided, however, that the
restrictions set forth in this Section 6.2 shall not be applicable with respect
to any employee who is terminated by Seller after the Closing or who is
solicited by Purchaser with the written consent of Seller.

       

      6.3           Incidental
Contamination.  Purchaser
acknowledges that the Pipeline System may contain Naturally Occurring
Radioactive Material ("NORM") in various potential forms.  Purchaser
also expressly understands that special procedures may be required for the
remediation, removal, transportation and disposal of NORM from the inside or
outside of the piping, equipment and other personal property included of the
Pipeline System.  Notwithstanding any contrary provision or definition
contained herein, in connection with these substances affixed to the inside or
outside of the piping, equipment and other personal property included of the
Pipeline System, Purchaser expressly assumes all liability for or in connection
with the future abandonment and removal of the pipelines, tanks, equipment and
other personal property included in the Pipeline System and the assessment,
remediation, removal, transportation and disposal of any such pipelines,
equipment and personal property and associated activities in accordance with all
relevant rules, regulation and requirements of governmental
authorities.

       

      6.4           Document
Retention.

       

      (a)           Within
60 days after Closing, Seller shall turn over to Purchaser at Seller’s offices
copies of the following types of records and information relating to the
Pipeline System, in each case to the extent same are reasonably necessary for
the ownership of the Pipeline System by Purchaser: studies, analyses, as-built
drawings, blueprints, plans, constructions, specifications, surveys, reports,
diagrams, and repair records related to the Pipeline System.  Seller
and Purchaser agree to cooperate with each other and act in good faith in
connection with the turnover of records and information pursuant to this Section
6.4.

       

      (b)           Seller
and Purchaser agree that documents and materials relating to the Pipeline System
held by either Party shall be open for inspection by the other Party at
reasonable times and upon reasonable notice during regular business hours for
such period following the Closing Date as may be required by law or governmental
regulation, and that the other Party may during such period at its expense make
such copies thereof as it may reasonably request.

       

      (c)           From
and after the Closing Date, Seller and Purchaser shall use their reasonable
efforts to afford the other access to its employees who are familiar with the
operations of the Pipeline System for proper corporate purposes, including,
without limitation, the defense of legal proceedings. Such access may include
interviews or attendance at depositions or legal proceedings; provided, however,
that in any event all expenses (including wages and salaries) reasonably
incurred by either Party in connection with this Section 6.4(c) shall be
paid or promptly reimbursed by the Party requesting such services.

       

      
        
           


        

        
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      6.5           Further
Assurances.  Upon
the request of Seller, Purchaser agrees to execute and deliver mutually
agreeable, specific assumption agreements with respect to the obligations and
liabilities assumed by Purchaser pursuant to this Agreement.  Each
Party agrees to comply with all notice or other requirements necessary or
required by Applicable Laws in connection with the transactions contemplated by
this Agreement and Purchaser’s assumption of obligations and liabilities
hereunder.

       

      ARTICLE
VII.

      SURVIVAL
OF OBLIGATIONS; INDEMNIFICATION

       

      7.1           Survival of
Obligations.  The
representations, warranties, covenants and agreements of the Parties contained
in this Agreement shall survive the Closing and claims may be asserted with
respect thereto to the extent permitted by this Article VII.

       

      7.2           Indemnification by
Seller.

       

      (a)           Subject
to Section 7.5 below, Seller hereby agrees to indemnify and hold Purchaser, its
Affiliates and each of their respective directors, officers, employees,
Affiliates, contractors, agents, attorneys, representatives, successors and
permitted assigns (collectively, the “Purchaser Indemnified
Parties”) harmless from and against:

       

      (i)           any
and all losses, liabilities, obligations, damages, actions, suits, proceedings,
investigations, complaints, claims, demands, assessments, judgments, penalties,
fines, costs, expenses and fees (including court costs and attorneys’ fees and
expenses), but subject to Section 7.7 below (individually, a “Loss” and,
collectively, “Losses”) to the
extent based upon or arising from or out of:

       

      (A)         any
breach of the representations, warranties, covenants or agreements made by
Seller or its Affiliates in this Agreement, the Ancillary Agreements or in the
Conveyance Agreements; or

       

      (B)          any
Excluded Liabilities.

       

      (ii)           any
and all Environmental Costs and Liabilities to the extent based upon or arising
from or out of any condition first existing prior to the Closing Date, or act or
omission by Seller or any of its Affiliates on or prior to the Closing Date with
respect to the Pipeline System, or Seller’s (or its Affiliates’) use, ownership,
occupancy, operation or maintenance thereof.  To the extent that any
Losses are also Environmental Costs and Liabilities, Seller’s only
indemnification obligation regarding such Losses will be under this Section
7.2(a)(ii).  

       

      
        
           


        

        
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      (iii)         
To the extent covered by an indemnification obligation in this Agreement, Losses
and Environmental Costs and Liabilities, are individually referred to herein as
a “Covered
Loss” and collectively referred to herein as “Covered
Losses.”

       

      (b)           Purchaser
acknowledges and agrees that Seller shall not have any liability under any
provision of this Agreement for any Covered Loss pursuant to Section 7.2 to
the extent that such Covered Loss results from action or omission by Purchaser
determined by final, non-appealable order to constitute gross negligence or
willful misconduct of Purchaser after the Closing Date.  Without in
any manner limiting Seller’s indemnification obligations in this Article VII, Purchaser shall
take and cause its Affiliates to take all reasonable steps to mitigate any
Covered Loss with respect to which indemnification is provided to Purchaser by
Seller under this Section 7.2 upon becoming aware of any condition or event
which would reasonably be expected to, or does, give rise thereto, including
incurring costs only to the minimum extent necessary to remedy the breach which
gives rise to any Covered Loss.

       

      7.3           Indemnification by
Purchaser.

       

      (a)           Subject
to Section 7.5, Purchaser hereby agrees to indemnify and hold Seller, its
Affiliates and each of their respective directors, officers, employees,
Affiliates, contractors, agents, attorneys, representatives, successors and
permitted assigns (collectively, the “Seller Indemnified
Parties”) harmless from and against:

       

      (i)           any
and all Losses to the extent based upon or arising from or out of:

       

      (A)         any
breach of the representations, warranties, covenants or agreements made by
Purchaser or its Affiliates in this Agreement, the Ancillary Agreements or the
Conveyance Agreements; or

       

      (B)          any
Assumed Liabilities.

       

      (ii)           any
and all Environmental Costs and Liabilities to the extent based upon or arising
from or out of any condition first existing after the Closing Date, or act or
omission by Purchaser or any of its Affiliates after the Closing Date with
respect to the Pipeline System, or Purchaser’s (or its Affiliates’) use,
ownership, occupancy, operation or maintenance thereof.  To the extent
that any Losses are also Environmental Costs and Liabilities, Purchaser’s only
indemnification obligation regarding such Losses will be under this Section
7.3(a)(ii).

       

      (b)           Seller
acknowledges and agrees that Purchaser shall not have any liability under any
provision of this Agreement for any Covered Loss pursuant to Section 0 to the
extent that such Covered Loss results from action or omission by Seller
determined by final, non-appealable order to constitute gross negligence or
willful misconduct of Seller after the Closing Date.  Without in any
manner limiting Purchaser’s indemnification obligations in this Article VII, Seller
shall take and cause its Affiliates to take all reasonable steps to mitigate any
Covered Loss with respect to which indemnification is provided to Seller by
Purchaser under this Section 7.3 upon becoming aware of any condition or event
which would reasonably be expected to, or does, give rise thereto, including
incurring costs only to the minimum extent necessary to remedy the breach which
gives rise to any such Covered Loss.

       

      
        
           


        

        
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      7.4           Indemnification
Procedures.

       

      (a)           In
the event that any claims shall be instituted or asserted by any Person in
respect of which indemnification may be sought under Section 7.2
or 7.3 hereof, regardless of the limitations set forth in Section 7.5 (an
“Indemnifiable
Claim”), the indemnified party shall reasonably and promptly cause notice
of such Indemnifiable Claim of which it has knowledge to be forwarded to the
indemnifying party, provided, however, that the omission to so notify such
indemnifying party shall not relieve such indemnifying party from any liability
which such indemnifying party may have to the indemnified party unless it is
determined by non-appealable, final order that such indemnifying party is
materially prejudiced in its defense by reason of such delay.  The
indemnifying party shall have the right, at its sole option and expense, and
using counsel of its choice, which must be reasonably satisfactory to the
indemnified party, to elect to defend against, negotiate, settle or otherwise
deal with any such Indemnifiable Claim, subject to the limitations set forth in
this Section 7.4.  The indemnifying party shall within thirty (30)
days (or sooner, if the nature of the Indemnifiable Claim so requires) of
receiving notice thereof from the indemnified party, notify the indemnified
party whether or not it elects to defend against, negotiate, settle or otherwise
deal with any such Indemnifiable Claim.  If the indemnifying party
elects not to defend against, negotiate, settle or otherwise deal with any
Indemnifiable Claim, or if the indemnifying party fails to notify the
indemnified party within thirty (30) days (or sooner, if the nature of the
Indemnifiable Claim so requires) whether or not it so elects, the indemnified
party may defend against, negotiate, settle or otherwise deal with such
Indemnifiable Claim.  If the indemnifying party does elect to defend
against, negotiate, settle or otherwise deal with any such Indemnifiable Claim,
the indemnified party may participate, at his or its own expense, in dealing
with such Indemnifiable Claim; provided, however, that such
indemnified party shall be entitled to so participate with separate counsel at
the expense of the indemnifying party, and further provided, that the
indemnifying party shall not be required to pay for more than one such counsel
for all indemnified parties in connection with any Indemnifiable Claim. The
parties hereto agree to cooperate fully with each other in connection with the
defense, negotiation or settlement, or otherwise dealing with, any such
Indemnifiable Claim.  Notwithstanding anything in this
Section 7.4 to the contrary, neither the indemnifying party nor the
indemnified party shall, without the written consent of the other party, settle
or compromise any Indemnifiable Claim, or permit a default judgment or consent
to entry of any judgment with respect to such Indemnifiable Claim, unless the
claimant and such party provide to such other party an unqualified release from
all liability in respect of the Indemnifiable Claim.  If the
indemnifying party makes any payment on any Indemnifiable Claim, the
indemnifying party shall be subrogated, to the extent of such payment, to all
rights and remedies of the indemnified party to any insurance benefits or other
rights of the indemnified party with respect to such Indemnifiable
Claim.

       

      7.5           Certain Limitations on
Indemnification.

       

      (a)           Notwithstanding
anything herein to the contrary, in order to be entitled to indemnification (i)
under Sections 7.2(a)(i)(A) or 7.3(a)(i)(A), a Party must give written notice
(providing reasonable detail) to the other Party of any such Covered Loss with
respect to which it seeks indemnification prior to the expiration of the fifth
(5th)
anniversary of the Closing Date (the “Fifth Anniversary”),
(ii) with respect to all other Covered Losses, a Party must give written notice
(providing reasonable detail) to the other Party of any such Covered Loss with
respect to which it seeks indemnification at any time following the Closing
Date.  Except as provided above, any right to indemnification under
Sections 7.2(a)(i)(A) or 7.3(a)(i)(A) for a Covered Loss of which notice is not
given by a Party on or prior to the Fifth Anniversary will be irrevocably and
unconditionally released and waived.

       

      
        
           


        

        
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      (b)           Notwithstanding
any other provision of this Article
VII, neither Seller nor Purchaser shall have any indemnification
obligations for Covered Losses under Sections 7.2(a)(i)(A) or 7.3(a)(i)(A), (i)
for any individual Covered Loss in an amount less than $50,000 and (ii) in
respect of each individual Covered Loss in an amount equal to or greater than
$50,000, unless the aggregate amount of all such Covered Losses exceeds
$250,000   In no event shall the aggregate indemnification to be
paid by Seller under Section 7.2(a)(i)(A) exceed $15,000,000.  In no
event shall the aggregate indemnification to be paid by Purchaser under Section
7.3(a)(i)(A) exceed $15,000,000.

       

      (c)           No
representation or warranty of Seller contained herein shall be deemed untrue or
incorrect, and Seller shall not be deemed to have breached a representation or
warranty, as a consequence of the existence of any fact, circumstance or event
of which is disclosed in response to another representation or warranty
contained in this Agreement.

       

      (d)           ALL
RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY, AND INDEMNITIES IN THIS
AGREEMENT, INCLUDING THOSE IN THIS ARTICLE VII SHALL APPLY EVEN IN THE EVENT OF
THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE
PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR
INDEMNIFIED.

       

      7.6           Tax Treatment of Indemnity
Payments. Seller
and Purchaser agree to treat any indemnity payment made pursuant to this Article
VII as an adjustment to the Purchase Price for federal, state
and local income tax purposes.

       

      7.7           No Consequential
Damages.  Notwithstanding
anything to the contrary elsewhere in this Agreement, no Party shall, in any
event, be liable to any other Party or such other Party’s Related Indemnified
Parties (the Seller’s Related Indemnified Parties are the Persons other than
Seller included in the Seller Indemnified Parties and the Purchaser’s Related
Indemnified Parties are the Person’s other that Purchaser included in the
Purchaser Indemnified Parties) for any consequential, incidental, indirect,
special or punitive damages of such other Party or such other Party’s Related
Indemnified Parties, including loss of future revenue, income or profits,
diminution of value or loss of business reputation or opportunity relating to
the breach or alleged breach hereof; provided, however,
that a Party may be liable to the other Party or such other Party’s Related
Indemnified Parties for consequential, incidental, indirect, special or punitive
damages (including loss of future revenue, income or profits, diminution in
value or loss of business reputation or opportunity relating to the breach or
alleged breach hereof) paid by such other Party or such other Party’s Related
Indemnified Parties to a third party which are part of a Covered Loss with
respect for which indemnification is provided under this Article
VII.

       

      
        
           


        

        
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      7.8           Exclusive
Remedy.  The
sole and exclusive remedy for any breach or inaccuracy, or alleged breach or
inaccuracy, of any representation or warranty in this Agreement or any covenant
or agreement to be performed on or after the Closing Date or otherwise related
to this transaction, shall be indemnification in accordance with this Article VII or any other express
indemnification provisions in this Agreement. In furtherance of the foregoing,
the parties hereby waive, to the fullest extent permitted by applicable law, any
and all other rights, claims and causes of action (including rights of
contribution under Environmental Laws or otherwise, if any) known or unknown,
foreseen or unforeseen, which exist or may arise in the future, that it may have
against Seller or Purchaser, as the case may be, arising under or based upon any
federal, state or local law (including any such Environmental Law relating to
environmental matters or arising under or based upon any securities law, common
law or otherwise).

       

      ARTICLE
VIII.

      TAXES
-PRORATIONS AND ADJUSTMENTS

       

      8.1           Proration.  At
Closing, Purchaser and Seller have entered into a Proration Agreement,
substantially the form attached hereto as Exhibit 3.5(a)(xiii)
which agreement includes without limitation, a mechanism to reconcile the
payment obligations for Pipeline System Taxes, fees and other costs relating to
the Pipeline System as follows:

       

      (a)           All
Pipeline System Taxes for a period that straddles (i.e. that begins before and
ends after) the Closing Date (hereinafter referred to as a “Straddle Period”)
shall be prorated between Purchaser and Seller as of the Closing Date based upon
the number of days during the applicable Straddle Period each party owned the
Pipeline System, with the Purchaser being treated as the owner on the Closing
Date.  For purposes of this Agreement, Pipeline System Taxes shall be
prorated between Purchaser and Seller as of the Closing Date regardless of when
such Pipeline System Taxes are actually billed and payable.  At
Closing, Seller’s pro rata portion of any unpaid Pipeline System Taxes for a
Straddle Period shall be deducted from the Purchase Price to be paid to
Seller.  At Closing, Purchaser’s pro rata portion of any Pipeline
System Taxes for a Straddle Period that have been previously paid by Seller
shall be added to the Purchase Price to be paid by Purchaser to
Seller.  Purchaser shall actually pay to the taxing authority all
Pipeline System Taxes for Straddle Periods which are payable after the Closing
Date.  Notwithstanding anything in this Agreement to the contrary, no
further adjustment shall be made for any Pipeline System Taxes for a Straddle
Period which are payable after the Closing Date, and Purchaser hereby agrees to
assume the payment of all such Pipeline System Taxes effective upon Closing
Date.

       

      (b)           All
refunds, credits, debits and liabilities for taxes attributable to the Seller’s
interest in the Pipeline System for periods prior to Closing Date shall be the
sole property and entitlement or detriment of Seller, and to the extent received
or incurred by Purchaser after the Closing Date, Purchaser shall fully disclose,
account for, and except as otherwise provided for herein, remit same to or
receive same from Seller promptly.  Seller and Purchaser shall furnish
each other with such documents and other records as shall be reasonably
requested in order to confirm all proration calculations.

       

      (c)           All
(i) amounts of rents and charges for water, sewer, telephone, electricity, and
other utilities and fuel, (ii) amounts of annual permits and/or annual
inspection fees, and (iii) other such amounts and charges that are normally
subject to pro ration between a purchaser and a seller of real or personal
property interests such as rents, fees and other amounts paid by or to a seller
under any lease, other contract or arrangement covering the Pipeline System,
that are applicable to a Straddle Period (collectively “Proratable Amounts”)
shall be prorated between Purchaser and Seller as of the Closing Date based on
the number of days of the applicable Straddle Period during which each party
owned the Pipeline System, with the Purchaser being treated as the owner on the
Closing Date.  Such Proratable Amounts shall be prorated between
Purchaser and Seller as of the Closing Date regardless of when such amounts are
actually billed and payable.  At Closing, Seller’s pro rata portion of
any such Proratable Amounts shall be deducted from the Purchase Price to be paid
to Seller.  At Closing Purchaser’s pro rata portion of any such
Proratable Amounts that have been previously paid by Seller shall be added to
the Purchase Price to be paid by Purchaser to Seller.  Purchaser shall
actually pay to the applicable party all such Proratable Amounts which are
payable after the Closing Date.  Notwithstanding anything in this
Agreement to the contrary, no further adjustment shall be made for any such
Proratable Amounts which are payable after the Closing Date, and Purchaser
hereby agrees to assume the payment of all such Proratable Amounts effective
upon the Closing Date.

       

      
        
           


        

        
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      8.2           Sales
Taxes.  The
Purchase Price provided for hereunder assumes that no sales, use, transfer or
similar taxes are required to be paid to any state or other taxing authority in
connection with the sale and transfer of property pursuant to this Agreement
(including without limitation documentary transfer taxes, realty transfer taxes
and charges or fees with respect to the transfer of real property or to the
recordation of the documents necessary for the transfer of real property that
may be required for the transfer of property from Seller to Purchaser). However,
in the event any Governmental Body deems any such tax, fee or levy imposed on or
assessed against the transfer of the Pipeline System to Purchaser under this
Agreement, Purchaser shall be liable and responsible for timely payment thereof
and shall indemnify and hold Seller harmless with respect to the payment of any
such taxes, fees or levies, including any interest or penalties assessed
thereon. 
Purchaser shall also pay all fees for recording all instruments of conveyance or
applications for permits or licenses or the transfer thereof relating to the
transfer of the interests included in the Pipeline System.

       

      8.3           Cooperation. Each
Party shall provide the other Party with reasonable access to all relevant
documents, data and other information which may be required by the other Party
for the purpose of preparing tax returns and responding to any audit by any
taxing jurisdiction. Each Party shall cooperate with all reasonable requests of
the other Party made in connection with determining or contesting tax
liabilities attributable to the Pipeline System.  Notwithstanding
anything to the contrary contained in this Agreement, neither Party to this
Agreement shall be required at any time to disclose to the other Party any tax
returns or other confidential tax information.

       

      8.4           Payables.  Notwithstanding
the Closing and except to the extent covered by Sections 8.1 through 8.2,
all of the accounts payable due to third parties by Seller based upon its
ownership or operation of the Pipeline System through the Closing Date shall be
paid and borne by Seller.

       

      
        
           


        

        
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      ARTICLE
IX.

      DISPUTE
RESOLUTION

       

      9.1           Dispute
Resolution.  In
the event of a dispute between the parties as to any matter arising under this
Agreement, such dispute shall be resolved in accordance with the dispute
resolution provisions described in Exhibit D attached
hereto and incorporated herein by reference for all purposes.

       

      ARTICLE
X.

      MISCELLANEOUS

       

      10.1           No
Brokers.  Each
Party represents and warrants to the other that there are no claims for
brokerage commissions or finders’ fees or other like payments owed by such Party
to another Person in connection with the transactions contemplated by this
Agreement. Each Party will pay or discharge, and will indemnify and hold
harmless the other from and against, any and all claims for brokerage
commissions or finders’ fees incurred by reason of any action taken by such
indemnifying Party.

       

      10.2           Expenses. Except
as otherwise provided herein, each Party will pay all fees and expenses incurred
by it in connection with this Agreement and the consummation of the transactions
contemplated hereby.

       

      10.3           Further
Assurances.  Each
Party will from time to time after the Closing and without further
consideration, upon the request of the other Party, execute and deliver such
documents and take such actions as the other Party may reasonably request in
order to consummate more effectively the transactions contemplated
hereby.

       

      10.4           Assignment; Parties in
Interest.  This
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the respective successors and permitted assigns of the Parties; provided that
neither Party may transfer or assign any of its rights or obligations hereunder
or any interest herein without the prior written consent of the other Party; and
provided further that the assignment by Seller of its rights under this
Agreement in the circumstances provided below shall be a permitted assignment
for the purposes of this Section 10.4 provided that no such assignment will
relieve the assigning Party of its obligations hereunder: by Seller, to an
Affiliate of Seller provided that Denbury Resources Inc. executes and delivers
an unconditional guarantee of the payment obligations of such assignee relating
to this Agreement, in favor of Purchaser, in substantially the same form as the
Guaranty Agreement.

       

      10.5           Entire Agreement;
Amendments.  This
Agreement, including the exhibits and any agreements delivered pursuant hereto,
contains the entire understanding of the Parties with respect to the sale of the
Pipeline System. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings other than those
expressly set forth or referred to herein or therein. This Agreement and such
other agreements supersede all prior agreements and undertakings between the
Parties with respect to the sale of the Pipeline System, except to the extent
any such prior agreement is specifically referred to herein or therein. This
Agreement may be amended or modified only by a written instrument duly executed
by each of the Parties. Unless otherwise provided herein, any condition to a
Party’s obligations hereunder may be waived only in writing by such
Party.

       

      
        
           


        

        
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      10.6           Severability.  In
case any one or more of the provisions contained herein shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision(s) had never been contained herein.

       

      10.7           Interpretation.  The
article and section headings are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.

       

      10.8           Notices.  Notices
and other communications provided for herein shall be in writing (which shall
include notice by telex or facsimile machine with answer back capability) and
shall be delivered or mailed (or if by telex, graphic scanning or other
facsimile communications equipment of the sending Party hereto, delivered by
such equipment provided that such delivery is made during normal business
hours), addressed as follows:

       

      (a)           If
to Purchaser:

       

      c/o
Genesis Energy, L.P.

      500
Dallas, Suite 2500

      Houston,
Texas 77002

      Fax No.:
(713) 860-2640

      Attention:  Joseph
A. Blount, President & Chief Operating Officer


       

      with a
copy (which shall not constitute notice) to:


       

      Akin Gump
Strauss Hauer & Feld LLP

      1111
Louisiana Street

      44th
Floor

      Fax No.:
(713) 236-0822

      Attention:  J.
Vincent Kendrick, Esq.

       

      (b)           If
to Seller:

       

      c/o
Denbury Resources Inc.

      5100
Tennyson Parkway, Suite 1200

      Plano,
Texas 75024

      Fax No.:
(972) 673-2150

      Attention:
Phil Rykhoek, Chief Financial Officer


       

      with a
copy (which shall not constitute notice) to:


       

      Baker
& Hostetler LLP

      1000
Louisiana, Suite 2000

      Houston,
Texas 77002

      Fax No.:
(713) 751-1717

      Attention:
Donald W. Brodsky, Esq.


      
        
           


        

        
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      or to
such other address as the Person to whom notice is to be given may have
previously furnished to the other in writing in the manner set forth above. Any
notice shall not be deemed to have been given to any Party until actually
received by such Party.

       

      10.9           Waiver of
Rescission.  Anything
herein to the contrary notwithstanding, no breach of any representation,
warranty, covenant or agreement contained herein shall give rise to any right on
the part of either Party after the consummation of the Closing to rescind this
Agreement or any of the transactions contemplated hereby.

       

      10.10         Governing
Law. This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Texas, without regard to any conflict of law rules that
would direct application of the laws of another jurisdiction, except to the
extent that it is mandatory that the law of some other jurisdiction, wherein the
Pipeline System is located, shall apply.

       

      10.11         Counterparts. This
Agreement may be executed in several counterparts, each of which will be deemed
to be an original, but all of which together will constitute one and the same
instrument.

       

      10.12         Exhibits. All
Exhibits attached hereto are hereby made a part of this Agreement and
incorporated herein by this reference. Any terms used but not defined in the
Exhibits shall have the meanings assigned to such terms in this
Agreement.

       

      10.13         No Third-Party
Beneficiary. Except
as expressly provided herein, this Agreement is not intended to create nor shall
it be construed to create, any rights in any third party
beneficiaries.

       

      10.14         Use of Seller’s
Name.  As
soon as practicable after Closing, Purchaser shall cease to use and shall remove
or cause to be removed the names and marks used by Seller and all variations and
derivatives thereof and logos relating thereto, and any information regarding
Seller, from the Pipeline System and shall not thereafter make any use
whatsoever of such names, marks and logos, or information regarding Seller,
whether as identification for the Pipeline System or in connection with
documentation and correspondence relating thereto, except as may be necessary to
complete the transfer of the Pipeline System and any consents related thereto.
In the event Purchaser has not completed such removal within 180 days after
Closing, Seller shall have the right but not the obligation to cause such
removal and Purchaser shall reimburse Seller for any costs or expenses incurred
by Seller in connection therewith.

       

      10.15         Conflict with Conveyance
Agreements. Seller
and Purchaser acknowledge and agree that in the event of any conflict or
inconsistency between the terms and provisions of this Agreement and the terms
and provisions of the Conveyance Agreements, the terms and provisions of this
Agreement shall control.

       

      10.16         Denbury
Guaranty.  Simultaneously
with the execution of this Agreement, Denbury Resources Inc. is executing and
delivering for the benefit of Purchaser a Guaranty Agreement that
unconditionally and irrevocably guarantees the payment obligations of Seller
under this Agreement.

       

      
        
           


        

        
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      10.17         Tax Opinion to Genesis MLP
and Genesis Energy, Inc.  Simultaneously
with the execution of this Agreement, tax counsel to Purchaser is rendering and
delivering a tax opinion to Genesis MLP and Genesis Energy, Inc. with respect to
certain tax matters, and furthermore, tax counsel to Purchaser shall deliver the
background memorandum to Genesis MLP and Genesis Energy, Inc. supporting such
tax opinion within thirty (30) days following the Closing Date.

       

      IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date set
forth in the first paragraph hereof.

       

      
        	 	
                SELLER:

              	 
      	 
      	 
      
	 	 
      	 
      	 
      	 
      
	 	 
      	
                DENBURY
      ONSHORE, LLC

              
	 	 
      	 
      	 
      	 
      
	 	 
      	
                By:

              	
                /s/  Phil Rykhoek

              	 
      
	 	 
      	
                Name:

              	
                Phil Rykhoek

              	 
      
	 	 
      	
                Title:

              	
                Senior
      Vice President and Chief Financial Officer

              	 
      
	 	 
      	 
      	 
      	 
      
	 	 
      	 
      	 
      	 
      
	 	
                PURCHASER:

              	 
      	 
      	 
      
	 	 
      	 
      	 
      	 
      
	 	 
      	
                GENESIS
      FREE STATE PIPELINE, LLC

              
	 	 
      	 
      	 
      	 
      
	 	 
      	
                By:

              	
                /s/ Ross A. Benavides

              	 
      
	 	 
      	
                Name:

              	
                Ross
      A. Benavides

              	 
      
	 	 
      	
                Title:

              	
                Chief
      Financial Officer

              	 
      


      

      


       

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