ex4_1.htm


    
      

    

    Exhibit 4.1

    
       

      
        

      

    

    
      REGISTRATION
RIGHTS AGREEMENT

    

    
      
 


    By
and Among

    


    Denbury
Resources, Inc.,

    


    Denbury
Gathering & Marketing, Inc.

    


    And

    


    Denbury
Onshore, LLC

    


     

     

    And

     

     

    


    Genesis
Energy, L.P.,

    


    Dated
as of

    


    February
5, 2010


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      	
              1.

            	
              Definitions

            	
              1

            
	 
      	 
      	 
      
	
              2.

            	
              Mandatory
      Shelf Registration

            	
              3

            
	 
      	 
      	 
      
	
              3.

            	
              Demand
      Registration

            	
              4

            
	 
      	 
      	 
      
	
              4.

            	
              Piggy-Back
      Registration

            	
              5

            
	 
      	 
      	 
      
	
              5.

            	
              Underwritten
      Offerings

            	
              6

            
	 
      	 
      	 
      
	
              6.

            	
              Registration
      Procedures

            	
              7

            
	 
      	 
      	 
      
	
              7.

            	
              Holdback
      Agreement

            	
              13

            
	 
      	 
      	 
      
	
              8.

            	
              Stop
      Transfer Instructions and Legends

            	
              14

            
	 
      	 
      	 
      
	
              9.

            	
              Rule
      144

            	
              14

            
	 
      	 
      	 
      
	
              10.

            	
              Indemnification;
      Contribution

            	
              15

            
	 
      	 
      	 
      
	
              11.

            	
              Representations
      and Warranties

            	
              17

            
	 
      	 
      	 
      
	
              12.

            	
              Assignment
      of Registration Rights

            	
              18

            
	 
      	 
      	 
      
	
              13.

            	
              Miscellaneous

            	
              19

            


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    REGISTRATION
RIGHTS AGREEMENT

    


    This
Registration Rights Agreement (this “Agreement”)
dated as of February 5, 2010, (the “Closing
Date”) is by and among Genesis Energy, L.P., a Delaware limited
partnership (the “Partnership”),
Denbury Resources Inc., a Delaware corporation (“Parent”),
Denbury Gathering & Marketing, Inc., a Delaware corporation (“DGM,” and
together with Parent, the “Selling
Parties”), and Denbury Onshore, LLC, a Delaware limited liability company
which is a subsidiary of Parent and an Affiliate of DGM (“Onshore,”
and together with DGM, the “Unitholders,”
and each being a “Unitholder”).

     

    INTRODUCTION

     

    A.           Q
Genesis Acquisition, LLC (“Buyer”),
and the Selling Parties, are parties to that certain Purchase Agreement dated as
of December 17, 2009, as amended by that certain First Amendment to Purchase
Agreement dated as of February 5, 2010 (the “Purchase
Agreement”), whereby the Selling Parties have agreed to sell to the Buyer
the Class A Ownership Interests in Genesis Energy, LLC, a Delaware limited
liability company and the General Partner of the Partnership (the “Class A
Interests”), as described in the Purchase Agreement.

     

    B.       
    In consideration of the sale of the Class A Interests,
the Buyer will pay a specified amount of cash consideration.

     

    C.    
       The Unitholders will retain an
aggregate of 4,028,096 common units representing limited partner interests in
the Partnership (the “Units”)
following closing of the transaction contemplated by the Purchase
Agreement.

     

    C.      
     The ability of the Unitholders to freely trade
such Units may be limited by applicable securities Laws and this
Agreement.

     

    D.       
    In order to improve the transferability and liquidity of
such Units, the Partnership is willing to provide certain shelf registration
rights with respect thereto, subject to the terms and conditions of this
Agreement.

     

    NOW,
THEREFORE, for and in consideration of the premises, covenants and agreements
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby confirmed, the parties hereto agree
as follows:

     

    AGREEMENT

     

    1.         
   Definitions. In
addition to the terms defined elsewhere herein, the following terms shall have
the meanings set forth below:

     

    “Act” means
the Securities Act of 1933, as amended, or any successor federal statute, and
the rules and regulations thereunder of the Commission or any successor
Governmental Authority, all as shall be in effect at the time of
determination.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Action”
means any action, appeal, petition, plea, charge, complaint, claim, suit,
demand, litigation, arbitration, mediation, hearing, inquiry, investigation or
similar event, occurrence, or proceeding.

     

    “Affiliate”
means a Person that directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified.  For purposes of this definition, the term “control”
(including its derivatives) means the ability to direct the management or
policies of such Person by ownership of voting interest, contract or otherwise
and shall be construed as such term is used in the rules promulgated under the
Act.

     

    “Agreement”
has the meaning assigned to it in the preamble.

     

    “Best
Efforts” means best efforts in accordance with reasonable commercial
practice and without the incurrence of unreasonable expense.

     

    “Buyer” has
the meaning assigned to it in the Introduction.

     

    “Class A
Interests” has the meaning assigned to it in the
Introduction.

     

    “Closing
Date” has the meaning assigned to it in the preamble.

     

    “Commission”
means the Securities and Exchange Commission.

     

    “Demand
Registration” has the meaning assigned to it in Section
3(a).

     

    “Effectiveness
Target Date” has the meaning assigned to it in Section
2(b).

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any and
successor federal statute, and the rules and regulations thereunder of the
Commission or any successor Governmental Authority, all as shall be in effect at
the time of determination.

     

    “Free Writing
Prospectus” means a free writing prospectus, as defined in Rule 405 under
the Act.

     

    “General
Partner” has the meaning assigned to it in the Preamble.

     

    “Governmental
Authority” means any legislature, agency, bureau, branch, department,
division, commission, court, tribunal, magistrate, justice, multi-national
organization, quasi-governmental body, or other similar recognized organization
or body of any federal, state, county, municipal, local, or foreign government
or other similar recognized organization or body exercising similar powers or
authority.

     

    “Holdback
Period” has the meaning assigned to it in Section
7(a)(ii).

     

    “Holder”
means, to the extent it is a holder of Registrable Securities, a Unitholder and
each permitted successor and assign thereof.

     

    “Issuer Free
Writing Prospectus” means an issuer free writing prospectus, as defined
in Rule 433 under the Act.

     

    “Law” means
any law (statutory, common, or otherwise), constitution, treaty, convention,
ordinance, equitable principle, code, rule, regulation, executive order, or
other similar authority enacted, adopted, promulgated, or applied by any
Governmental Authority, each as amended and now and hereinafter in
effect.

     

    “Onshore”
has the meaning assigned to it in the preamble.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Partnership”
has the meaning assigned to it in the preamble.

     

    “Permitted Free
Writing Prospectus” is defined in Section
6(c).

     

    “Permitted
Transfer” means a Transfer by a Holder to one of its Affiliates that
remains an Affiliate of such Holder.

     

    “Person”
means an individual or entity, including any partnership, corporation,
association, joint stock company, trust, joint venture, limited liability
company, unincorporated organization or Governmental Authority (or any
department, agency or political subdivision thereof).

     

    “Purchase
Agreement” has the meaning assigned to it in the
Introduction.

     

    “Registrable
Security” means each Unit, as of the date hereof, and at all times
subsequent hereto, including upon the transfer thereof by the original Holder or
any subsequent Holder, and each unit or other security issued in respect of any
Registrable Security because of or in connection with any dividend,
distribution, split or purchase in any rights offering or in connection with any
exchange for or replacement of such Registrable Security or any combination of
units, recapitalization, merger or consolidation, or any other equity securities
issued pursuant to any other pro rata distribution with respect to the
Registrable Securities, until the earliest to occur of:

     

    
      	
               
      

            	
              (i)

            	
              the
      date on which it has been sold pursuant to a registration statement or
      sold pursuant to Rule 144; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      date on which it is sold to the Partnership or its
      subsidiaries.

            


    

     

    “Registration”
means any registration pursuant to this Agreement, including pursuant to the
Shelf Registration Statement, a Demand Registration or a piggyback
registration.

     

    “Registration
Expenses” has the meaning assigned to it in Section
6(f).

     

    “Registration
Statement” means any registration statement the Partnership files with
the Commission that is covered by this Agreement.

     

    “Shelf
Registration Statement” means a “shelf” Registration Statement on a form
provided for in this Agreement filed by the Partnership covering the resale of
Registrable Securities.

     

    “Transfer”
has the meaning assigned to it in Section
7.

     

    “Units” has
the meaning assigned to it in the Introduction.

     

    “Unitholders”
has the meaning assigned to it in the Preamble.

     

    “Withdrawn Demand
Registration” shall have the meaning assigned to it in Section
3(b).

     

    “Withdrawn
Request” shall have the meaning assigned to it in Section
3(b).

     

    2.     
       Mandatory Shelf
Registration.

     

    (a)           Mandatory Shelf
Registration. Within 90 days after the Closing Date, the Partnership
shall file with the Commission a Shelf Registration Statement providing for the
resale of all of the Registrable Securities.  The Shelf Registration
Statement shall be on Form S-3 pursuant to Rule 415 under the Act if the
Registrable Securities, the underlying transactions and the Partnership satisfy
the eligibility requirements therefor.  Otherwise, the Shelf
Registration Statement shall be on a form and pursuant to such rules as the
Partnership reasonably deems appropriate.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)           Effectiveness.
Subject to the provisions of this Section 2, the
Partnership shall use its Best Efforts to cause the Shelf Registration Statement
to be declared effective by no later than 150 days after the Closing Date (the
“Effectiveness
Target Date”) and shall use its Best Efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended to the
extent necessary to ensure that it is available for resale of the Registrable
Securities by the Holders and that it conforms in all material respects with the
requirements of the Act, in each case during the entire period beginning on the
date such Shelf Registration Statement shall first be declared effective under
the Act and ending on the earlier to occur of (i) the first date on which there
are no Registrable Securities and (ii) December 31, 2014.

     

    3.      
      Demand
Registration.

     

    (a)           Request for Non-Shelf
Registration.  Subject to the limitations contained in this
Agreement (including Section 6), at any time
during any period on or after the Effectiveness Target Date during which the
Partnership has not satisfied its obligations under Section 2, the
Holder(s) of at least a majority in aggregate number of Registrable Securities
then outstanding may make a written request to the Partnership for Registration
under the Act pursuant to this Section 3 of all or
part of its or their Registrable Securities (a “Demand
Registration”).  Such request will specify the aggregate number
of Registrable Securities proposed to be sold and will also specify the intended
method of disposition thereof.  Within 10 days after receipt of such
request, the Partnership will give written notice of such Registration request
to all other Holders and include in such Registration all Registrable Securities
with respect to which the Partnership has received written requests for
inclusion therein within 10 days after the receipt by the applicable Holder of
the Partnership’s notice.  The Partnership shall use its Best Efforts
to cause the Registration Statement filed in connection with the Demand
Registration to be declared effective by no later than 90 days after receipt of
notice of the Demand Registration and shall use its Best Efforts to keep such
Registration Statement effective, supplemented and amended to the extent
necessary to ensure that it is available for resale by the Holders of the
Registrable Securities included therein until completion of the offering
contemplated thereby and that it conforms in all material respects with the
requirements of the Act.

     

    (b)           Effective Demand
Registration.  A Registration will not count as a Demand
Registration until it has become effective.  Any noneffective
Registration shall not constitute a Demand Registration unless each Holder
(whether or not included in such Registration) consents to such noneffective
Registration counting as a Demand Registration, in which case the Partnership
shall pay the Registration Expenses.  A request for Demand
Registration may be withdrawn prior to the filing of the Demand Registration
request (a “Withdrawn
Request”) by the Holders participating in such demand and a Demand
Registration Statement may be withdrawn up to the time of effectiveness or, if
applicable, pricing, by the Holders participating in such Registration (a “Withdrawn Demand
Registration”), and such withdrawal shall be treated as a Demand
Registration which shall have been effected pursuant to this Section 3(b), unless
the applicable Holders reimburse the Partnership for its reasonable
out-of-pocket Registration Expenses relating to the preparation and filing of
such Demand Registration Statement (to the extent actually incurred); provided,
however, that if a Withdrawn Request or Withdrawn Demand Registration is made
(A) because of a material adverse change in the business, financial condition or
prospects of the Partnership, or (B) because the sole or lead managing
underwriter advises that the amount of Registrable Securities to be sold in such
offering be reduced pursuant to this Agreement by more than twenty percent (20%)
of the Registrable Securities to be included in such Registration Statement, or
(C) because of the postponement of such registration pursuant to Section 6(d), then such withdrawal shall
not be treated as a Demand Registration effected pursuant to this Section (and shall
not be counted as a Demand Registration pursuant to Section 3(a)), and the
Partnership shall pay all Registration Expenses in connection therewith. Any
Holder requesting inclusion in a Demand Registration may, at any time up to the
time of effectiveness or, if applicable, pricing of the Demand Registration
Statement revoke such request by delivering written notice to the Partnership
revoking such requested inclusion.  For the avoidance of doubt, a
piggy back Registration shall not count as a Demand
Registration.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    4.          
  Piggy-Back
Registration.  Subject
to the limitations contained in this Agreement (including Section 6) and the
last sentence of this paragraph, if the Partnership proposes to file a
registration statement under the Act with respect to an offering by it for its
own account of any class of security (other than a registration statement on
Form S-4 or S-8 or successor forms thereto or filed in connection with an
exchange offer or an offering of securities solely to the Partnership’s existing
unitholders), then the Partnership shall in each case give written notice of
such proposed filing to the Holders at least 20 days before the anticipated
filing date, and such notice shall offer such Holders the opportunity to
register such number of Registrable Securities as each such Holder may
request.  Upon the written request of any Holder of Registrable
Securities made within 5 days of receipt of such notice, the Partnership shall
use its Best Efforts to cause the managing underwriter or underwriters of a
proposed underwritten offering to permit the Holders requested to be included in
the Registration of such offering to include such securities in such offering on
the same terms and conditions as any similar securities of the Partnership
included therein.  Notwithstanding the foregoing, if in the managing
underwriter’s or underwriters’ opinion, the total amount or kind of securities
which the Holders, the Partnership and any other Persons intend to include in
such offering is sufficiently large to materially and adversely affect the
success or offering price of such offering, then the amount or kind of
securities to be offered for the accounts of Holders shall be reduced pro rata
to the extent necessary to reduce the total amount of securities to be included
in such offering to the amount recommended by such managing underwriter; provided, however, that if
securities are being offered for the account of other Persons as well as the
Partnership, such reduction shall not represent a greater fraction of the number
of securities intended to be offered by Holders than the fraction of similar
reductions imposed on such other Persons other than the Partnership over the
amount of securities they intended to offer.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    5.           Underwritten
Offerings.

     

    (a)           If
the Holders of a majority in aggregate number of Registrable Securities so elect
during a time which there are Registrable Securities, an offering of such
Registrable Securities pursuant to any Demand Registration or any particular
offering or take-down under the Shelf Registration Statement shall be in the
form of an underwritten offering.  If any Registration pursuant to the
Shelf Registration Statement or any Demand Registration is in the form of an
underwritten offering, such Registration shall be in the form of a firm
commitment undertaking, and the Partnership will select and obtain the
investment banker or investment bankers and manager or managers that will
administer the offering; provided, however, that such
investment bankers and managers must be reasonably satisfactory to the Holders
of a majority in aggregate number of Registrable Securities to be
registered.  No Holder may participate in any underwritten
Registration hereunder unless such Holder (a) agrees to sell its securities on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements (i.e. a majority in aggregate
number of the Holders participating in any such Registration pursuant to the
Shelf Registration Statement or any Demand Registration or the applicable
Persons pursuant to a piggy-back Registration) and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.  If the managing underwriter or underwriters of such
offering advise the Partnership and the Holders in writing that in their opinion
the aggregate number of Registrable Securities requested to be included in such
offering is sufficiently large to materially and adversely affect the success or
offering price of such offering, the Partnership will include in such
Registration only the aggregate number of such Registrable Securities which in
the opinion of such managing underwriter or underwriters can be sold without any
such material adverse effect, and such securities shall be allocated pro rata
among the Holders on the basis of the number of Registrable Securities requested
to be included in such Registration by their Holders.

     

    (b)           Notwithstanding
anything contained in this Agreement to the contrary, the Partnership shall not
be required to conduct an underwritten offering pursuant to this Agreement (i)
with respect to any offering that would result in net proceeds of less than $20
million to the participating Holders, (ii) more than two times during any
calendar year or (iii) more than three times in the aggregate.

     

    In the
event of such an underwritten offering conducted as contemplated in Section 5(a), the
Partnership shall enter into a standard underwriting agreement with the
underwriters and shall:

     

    A.           upon
request, furnish to the Holders and each underwriter, if any, in such substance
and scope as they may reasonably request and as are customarily made by the
Partnership to underwriters in primary underwritten offerings, upon the date of
closing of any sale of Registrable Securities in an Underwritten
Offering:

     

    
      	
               
      

            	
              (x)

            	
              an
      officer’s certificate, dated the date of such closing, confirming, as of
      the date thereof, such matters as such parties may reasonably
      request;

            


    

     

    
      	
               
      

            	
              (y)

            	
              opinions,
      each dated the date of such closing, of counsel (inside and outside) to
      the Partnership covering such matters as are customarily covered in legal
      opinions to underwriters in connection with primary underwritten offerings
      of securities by the Partnership;
and

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (z)

            	
              customary
      comfort letters, dated the date of such closing, from the Partnership’s
      independent accountants (and from any other accountants whose report is
      contained or incorporated by reference in the Shelf Registration
      Statement), in the customary form and covering matters of the type
      customarily covered in comfort letters to underwriters in connection with
      primary underwritten offerings of securities; provided, that
      if the Partnership has used its Best Efforts to obtain such letters, the
      Partnership shall not be responsible if the accountants do not agree to
      deliver same;

            


    

     

    B.      
     set forth in full in the underwriting agreement,
if any, indemnification provisions and procedures which provide rights no less
protective than those set forth in Section 10 hereof
with respect to all parties indemnified; and

     

    C.        
   deliver such other documents and certificates as may be
reasonably requested by such parties to evidence compliance with clause (A)
above and with any customary conditions contained in the underwriting agreement
or other agreement entered into by the Holders pursuant to this clause
(i).

     

    6.      
      Registration
Procedures.

     

    (a)           In
connection with any Registration Statement, the Partnership will use its Best
Efforts to effect the Registration of such Registrable Securities upon the terms
and conditions hereof to permit the sale of such Registrable Securities by
Holders thereof in accordance with the intended method of disposition thereof as
quickly as practical (subject to the terms of this Agreement), and in connection
with any such request, the Partnership will as expeditiously as
practical:

     

    (i)     
      Subject to any notice by the Partnership in
accordance with this Section 6(a)(i) of
the existence of any fact or event of the kind described in Section 6(a)(iii)D,
upon the occurrence of any event that would cause any Registration Statement or
the related prospectus or prospectus supplement (A) to contain a material
misstatement or omission or (B) not be effective and usable for resale of
Registrable Securities, the Partnership shall file promptly an appropriate
amendment or supplement to or a document to be incorporated by reference into
such Registration Statement or a report filed with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause
(A), correcting any such misstatement or omission, and, in the case of either
clause (A) or (B), use its Best Efforts to cause any such amendment to be
declared effective and such Registration Statement and the related prospectus or
prospectus supplement to become usable for their intended purposes as soon as
practicable thereafter.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (ii)           Prepare
and file with the Commission such amendments and post-effective amendments to
any Registration Statement as may be necessary to keep such Registration
Statement effective as provided in this Agreement; cause the related prospectus
to be supplemented by any required prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Act, and to comply fully with the
applicable provisions of Rules 424 and 430A under the Act in a timely manner;
and comply with the provisions of the Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the
prospectus.

     

    (iii)           Advise
the underwriter(s), if any, and, in the case of (A), (B) and (C) below, the
applicable Holders promptly and, if requested by such Persons, to confirm such
advice in writing:

     

    A.           when
the prospectus or any prospectus supplement or post-effective amendment has been
filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment thereto, when the same has become
effective;

     

    B.       
    of any request by the Commission for amendments to any
Registration Statement or amendments or supplements to the prospectus or for
additional information relating thereto;

     

    C.         
  of the issuance by the Commission of any stop order suspending the
effectiveness of any Registration Statement under the Act or of the suspension
by any state securities commission of the qualification of the Registrable
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes; or

     

    D.       
    of the existence (but not the nature) of any fact or the
happening of any event, during the effective period, that makes any statement of
a material fact made in any Registration Statement, the related prospectus, any
amendment or supplement thereto, or any document incorporated by reference
therein untrue, or that requires the making of any additions to or changes in
any Registration Statement, the related prospectus or any amendment or
supplement thereto in order to make the statements therein not
misleading.

     

    If at any
time the Commission shall issue any stop order suspending the effectiveness of
any Registration Statement, or any state securities commission or other
regulatory authority shall issue an order suspending the qualification or
exemption from qualification of the Registrable Securities under state
securities or Blue Sky Laws, the Partnership shall use its Best Efforts to
obtain the withdrawal or lifting of such order at the earliest possible
time.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (iv)           Furnish
to counsel for the Holders and each of the underwriter(s), if any, before filing
with the Commission, a copy of any Registration Statement and copies of any
prospectus included therein or any amendments or supplements to either of any
Registration Statement or prospectus (other than documents incorporated by
reference after the initial filing of any Registration Statement), which
documents will be subject to the review of such counsel and underwriter(s), if
any, for a period of no less than three business days, and the Partnership will
not file a Registration Statement relating to any Demand Registration or the
Shelf Registration Statement or any prospectus or any amendment or supplement to
any such Registration Statement prospectus (other than documents incorporated by
reference) to which such counsel or the underwriter(s), if any, shall reasonably
object within three business days after the receipt thereof.

     

    (v)           Make
available pursuant to a confidentiality and non-use agreement at reasonable
times for inspection by one or more representatives of the Holders any
underwriter, if any, participating in any distribution pursuant to any
Registration Statement, and any attorney or accountant retained by the Holders
or any of the underwriter(s), all financial and other records, pertinent
corporate documents and properties of the Partnership as shall be reasonably
necessary to enable them to exercise any applicable due diligence
responsibilities and to supply all information reasonably requested by any such
representative or representatives of the Holders, underwriter, attorney or
accountant in connection with such Registration Statement after the filing
thereof and before its effectiveness; provided, however, that the
Holders shall be responsible for ensuring that any such information shall be
kept confidential and not used for any purpose other than as contemplated
hereby.

     

    (vi)           If
requested by the Holders or the underwriter(s), if any, in connection with any
Registration pursuant to the Shelf Registration Statement or any Demand
Registration incorporate in the relevant Registration Statement or prospectus,
pursuant to a prospectus supplement or post-effective amendment if necessary,
such non-confidential information as the Holders and underwriter(s), if any, may
reasonably request to have included therein, including: (1) information relating
to the “Plan of
Distribution” of the Registrable Securities, (2) information with respect
to the number of Registrable Securities being sold, (3) the purchase price being
paid therefor and (4) any other terms of the offering of the Registrable
Securities to be sold in such offering; and make all required filings of such
prospectus supplement or post-effective amendment as soon as reasonably
practicable after the Partnership is notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment.

     

    (vii)         Furnish
to the Holders and each of the underwriter(s), if any, without charge, at least
one copy of any Registration Statement, as first filed with the Commission, and
of each amendment thereto (and any documents incorporated by reference therein
or exhibits thereto (or exhibits incorporated in such exhibits by reference) as
such Person may request in writing).

     

    (viii)        Deliver
to the Holders and each of the underwriter(s), if any, without charge, as many
copies of the prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may
request.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (ix)           Before
any public offering of Registrable Securities, cooperate with the Holders, the
underwriter(s), if any, and their respective counsel in connection with the
Registration and qualification of the Registrable Securities under the
securities or Blue Sky Laws of such jurisdictions as the Holders or
underwriter(s), if any, may reasonably request and do any and all other acts or
things necessary or reasonably advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by the Shelf Registration
Statement; provided, however, that the
Partnership shall not be required (A) to register or qualify as a foreign
limited partnership or a dealer of securities where it is not now so qualified
or to take any action that would subject it to the service of process in any
jurisdiction where it is not now so subject or (B) to subject itself to
taxation in any such jurisdiction if it is not now so subject.

     

    (x)           Cooperate
with the Holders and the underwriter(s), if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any restrictive legends (unless required by applicable
securities Laws); and enable such Registrable Securities to be in such
denominations and registered in such names as the Holders or the underwriter(s),
if any, may reasonably request within a reasonable time before any sale of
Registrable Securities made by such underwriter(s).

     

    (xi)           Use
its Best Efforts to cause the Registrable Securities covered by any Registration
Statement to be registered with or approved by such other U.S. governmental
agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter(s), if any, to consummate the disposition of such
Registrable Securities, subject to the proviso in clause (j) above.

     

    (xii)           If
any fact or event contemplated by Section 6(a)(iii)(D)
hereof shall exist or have occurred, use its Best Efforts to prepare a
supplement or post-effective amendment to any applicable Registration Statement
or related prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers
of Registrable Securities, the prospectus will not contain an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.

     

    (xiii)         Provide
CUSIP numbers for all Registrable Securities not later than the effective date
of any applicable Shelf Registration Statement and provide the transfer agent
with certificates for the Registrable Securities that are in a form eligible for
transfer in accordance with applicable requirements.

     

    (xiv)         Cooperate
and assist in any filings required to be made with the NASD and in the
performance of any due diligence investigation by any underwriter that is
required to be retained in accordance with the rules and regulations of the
NASD.

     

    (xv)         Otherwise
use its Best Efforts to comply with all applicable rules and regulations of the
Commission and all reporting requirements under the rules and regulations of the
Act and the Exchange Act.


    
      
         


      

      
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    (b)           The
Holders agree that, upon receipt of any notice from the Partnership of the
existence of any fact of the kind described in Section 6(a)(iii)D
hereof, the Holders will, and will use its Best Efforts to cause any
underwriter(s) in an underwritten offering to, forthwith discontinue disposition
of Registrable Securities pursuant to such Registration Statement
until:

     

    (i)         
  the Holders have received copies of the supplemented or amended
prospectus contemplated by Section 6(a)(viii)
hereof; or

     

    (ii)           the
Holders are advised in writing by the Partnership that the use of the prospectus
may be resumed.

     

    If so
directed by the Partnership, the Holders will deliver to the Partnership (at the
Partnership’s expense) all copies, other than permanent file copies then in the
Holders’ possession, of the prospectus covering such Registrable Securities that
was current at the time of receipt of such notice of suspension.

     

    (c)           Each
Holder shall furnish to the Partnership in writing, as soon as practicable after
the Closing Date, the information specified in Items 507 and 508 of Regulation
S-K under the Act and any other information reasonably requested by the
Partnership for inclusion in any Registration Statement pursuant to the Act and
covered by this Agreement.  Notwithstanding Sections 2(a) or
3(a), the
Partnership shall not be required to file any such Registration Statement or
include any Holder in any Registration Statement until such Holder has complied
with the immediately preceding sentence.  In addition, each Holder
shall promptly furnish to the Partnership (i) any additional information
required to be disclosed in such Registration Statement in order to make the
information previously furnished to the Partnership by the Holders not
materially misleading and (ii) any additional information as may be reasonably
requested by the Partnership for inclusion in any new prospectus or prospectus
supplement or post-effective amendment.  Each Holder executing this
Agreement represents that it has not prepared or had prepared on its behalf or
used or referred to, and agrees that it will not prepare or have prepared on its
behalf or use or refer to, any Free Writing Prospectus, and has not distributed
and will not distribute any written materials in connection with the offer or
sale of the Registrable Securities without the prior express written consent of
the Partnership and, in connection with any underwritten offering, the
underwriters. Any such Free Writing Prospectus consented to by the Partnership
and the underwriters, as the case may be, is hereinafter referred to as a “Permitted Free Writing
Prospectus.” The Partnership represents and agrees that it has treated
and will treat, as the case may be, each Permitted Free Writing Prospectus as an
Issuer Free Writing Prospectus, including in respect of timely filing with the
Commission, legending and record keeping.  The Partnership will use
its commercially reasonable efforts to furnish a copy of any proposed Permitted
Free Writing Prospectus to Holders participating in a Registration (but
excluding any piggy-back Registration) not later than two (2) business days
prior to such filing.

     

    (d)           Periods Where no
Registration is Required.  Notwithstanding anything to the
contrary in this Agreement, the Partnership will not be required to file, amend
or supplement any Registration Statement or to register (and the Holders will
not be permitted to Transfer pursuant to any Registration Statement) any
Registrable Securities pursuant to this Agreement:  (i) during a
reasonable period of time, not to exceed 90 days, following the distribution of
other securities pursuant to a registered underwritten public offering if such
offering was commenced prior to the time the Partnership receives the request
contemplated by this Agreement or (ii) during a reasonable period of time, not
to exceed 60 consecutive days or 120 days in any calendar year, after which the
Partnership has determined that an event has occurred and is continuing and a
Registration of Registrable Securities pursuant to this Agreement would in the Partnership’s
reasonable judgment, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or the Partnership reasonably determines that
the disclosure of such event at such time would or could reasonably be expected
to either (A) have a material adverse effect on the business or prospects
of the Partnership and its subsidiaries, taken as a whole, or (B) adversely
affect a financing, acquisition or material transaction (existing or
planned).  Each Holder, by its acceptance of a Registrable Security,
agrees to hold in confidence any communication by the Partnership relating to an
event described in Section
6(d).


    
      
         


      

      
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    (e)           No
other Person, including the Partnership (but excluding another Holder), shall be
permitted to offer securities under the Shelf Registration Statement or any such
Demand Registration unless (i) Holders of a majority of the Registrable
Securities requesting to participate in such Registration shall consent in
writing or (ii) the Partnership has an obligation to include such securities in
such Registration.

     

    (f)           The
Partnership shall be responsible for all Registration expenses incident to the
Partnership’s performance of or compliance with this Agreement, including all
registration and filing fees, fees and expenses of compliance with securities or
Blue Sky Laws (including fees and disbursements of the Partnership’s counsel in
connection with blue sky qualifications of the Registrable Securities), rating
agency fees, printing expenses, messenger and delivery expenses, internal
expenses (including all salaries and expenses of its officers and employees
performing legal or accounting duties), the fees and expenses incurred in
connection with the listing of the securities to be registered on each
securities exchange on which similar securities issued by the Partnership are
then listed, if any, and fees and disbursements of counsel for the Partnership
and its independent certified public accountants (including the expenses of any
special audit or “comfort” letters required by or incident to such performance),
securities acts liability insurance (if the Partnership elects to obtain such
insurance), the fees and expenses of any special experts retained by the
Partnership in connection with such Registration, fees and expenses of other
persons retained by the Partnership, reasonable fees and expenses (except for
travel expenses) of one (1) counsel (who shall be reasonably acceptable to the
Partnership) for the Holders incurred in connection with each Registration
hereunder, except for (i) any
underwriting fees, discounts or commissions or transfer taxes attributable to
the sale of Registrable Securities and (ii) out of pocket expenses of the
Holders (or the agents who manage their accounts), other than those reasonable
fees of one (1) counsel for the Holders specifically referred to in this Section 6(f), (all
such included expenses being herein called “Registration
Expenses”).


    
      
         


      

      
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    7.           Holdback
Agreement.

     

    (a)           Restrictions on Sale by
Holders of Registrable Securities.

     

    (i)           Each
Holder agrees not to, and to cause its Affiliates not to, Transfer any legal or
beneficial interest in any Units, Registrable Securities or any other
Partnership interests issued in respect thereof in violation of the Act or any
other applicable securities Law.  For purposes of this Agreement, the
term “Transfer”
means any action by a Holder or its Affiliates to lend, offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any legal or
beneficial interest in any Units, Registrable Securities or any other
Partnership interests issued in respect thereof.

     

    (ii)           To
the extent not inconsistent with applicable Law, each Holder of Registrable
Securities whose securities are included in a Registration Statement agrees not
(and to cause its Affiliates not) (x) to effect any Transfer or distribution of
any securities of the Partnership, or any securities convertible into or
exchangeable or exercisable for such securities, or (y) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of securities of the Partnership, including a
sale pursuant to Rule 144 under the Act, during the 7 days prior to, and during
the 90 day period beginning on, the closing of any registered offering of
Partnership securities (the “Holdback
Period”), if and to the extent requested by the Partnership in the case
of a non-underwritten public offering or if and to the extent requested by the
managing underwriter or underwriters in the case of an underwritten public
offering; provided, however, that if the
Partnership, its general partner or the ultimate parent of its general partner
or any subsidiary of such ultimate parent or any officer or director of any such
party is or becomes subject to a shorter lock-up period or receives more
advantageous terms relating to the lock-up period under any lock-up agreement
(including as a result of any discretionary waiver or termination of the
restrictions of any or all of such agreements by the Partnership or the
underwriters), then the Holdback Period shall be such shorter period and also on
such more advantageous terms.  The provisions of this Section 7 shall not
apply to the Transfer of any securities to an underwriter pursuant to an
underwritten offering.  Any such lock-up agreements signed by the
Holders shall contain reasonable and customary exceptions, including the right
of a Holder to make transfers to certain Affiliates.

     

    (b)           Restrictions on Sale by the
Partnership and Others.  The Partnership agrees not to effect
any public sale or distribution of any securities similar to those being
registered, or any securities convertible into or exchangeable or exercisable
for such securities (other than any such sale or distribution of such securities
in connection with any merger, conversion or consolidation by the Partnership or
any subsidiary thereof or the acquisition by the Partnership or a subsidiary
thereof of the capital stock or other equity or all or substantially all of the
assets or any other person or entity or in connection with an employee stock
option or benefit plan), during the 7 days prior to, and during the 90 day
period beginning on, the closing date of any underwritten offering in which the
Holders of Registrable Securities are participating pursuant to a Registration
Statement (except as part of such Registration), if and to the extent requested
by the managing underwriter or underwriters thereof.


    
      
         


      

      
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    8.        
    Stop Transfer Instructions
and Legends.  The
Partnership may adopt any procedures and take any steps it deems reasonably
necessary to prevent any Transfers of Units, Registrable Securities or other
securities issued by the Partnership in respect of any such securities by
Holders in violation of Sections 6-7,
including issuing stop transfer orders to its transfer agent.  In
addition, each Holder acknowledges and agrees that each certificate representing
any Unit, Registrable Security or other security issued by the Partnership in
respect of any such security shall bear the following restrictive
legend:

     

    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.  THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER) OR AN OPINION
OF COUNSEL SATISFACTORY TO THE PARTNERSHIP’S COUNSEL THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR THE SUBMISSION TO THE PARTNERSHIP’S COUNSEL OF SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE PARTNERSHIP TO THE EFFECT THAT ANY
SUCH TRANSFER SHALL NOT BE IN VIOLATION OF SAID ACT OF 1933.

     

     THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN THE REGISTRATION RIGHTS
AGREEMENT OF EVEN DATE HEREWITH AMONG GENESIS ENERGY, L.P., THE UNITHOLDER
LISTED ON THIS CERTIFICATE, AND OTHERS.”

     

    9.       
     Rule 144.  The
Partnership covenants that it will file the reports required to be filed by it
under the Act and the Exchange Act and the rules and regulations adopted by the
Commission thereunder; and it will take such further action as any Holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Act within the limitation of the exemptions provided by
(a) Rule 144 under the Act, as such Rule may be amended from time to time, or
(b) any similar rule or regulation hereafter adopted by the
Commission.  Upon the request of any Holder of Registrable Securities,
the Partnership will deliver to such Holder a written statement as to whether it
has complied with such requirements.


    
      
         


      

      
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    10.           Indemnification;
Contribution.

     

    (a)           Indemnification by the
Partnership.  The Partnership agrees to RELEASE, DEFEND, INDEMNIFY, PROTECT
AND HOLD HARMLESS, to the full extent permitted by law, each Holder of
Registrable Securities, its officers, directors and agents and each person or
entity who controls such Holder (within the meaning of the Act) against all
losses, claims, damages, liabilities and expenses caused by any untrue or
alleged untrue statement of material fact contained in any Registration
Statement (or an amendment thereto), prospectus or preliminary prospectus (or an
amendment or supplement thereto), or Issuer Free Writing Prospectus (or
amendment or supplement thereto) or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein (in case of a prospectus or preliminary prospectus, in the
light of the circumstances under which they were made) not misleading, except
insofar as the same are caused by or contained in any information with respect
to such Holder furnished in writing to the Partnership by such Holder expressly
for use therein.  The Partnership will also indemnify any underwriters
of the Registrable Securities, their officers and directors and each person or
entity who controls such underwriters (within the meaning of the Act) to the
same extent as provided above with respect to the indemnification of the Holders
of Registrable Securities.

     

    (b)           Indemnification by
Holders.  In connection with any Registration Statement in
which a Holder of Registrable Securities is participating, each such Holder will
furnish to the Partnership in writing such information with respect to such
Holder as is required to be included therein for use in connection with any such
Registration Statement (or an amendment thereto), prospectus or preliminary
prospectus (or an amendment thereto), or Issuer Free Writing Prospectus (or
amendment or supplement thereto) and agrees to RELEASE, DEFEND, INDEMNIFY, PROTECT
AND HOLD HARMLESS, to the extent permitted by law, the Partnership, and
its directors and officers, and affiliates of any of them (within the meaning of
the Act) against any losses, claims, damages, liabilities and expenses resulting
from any untrue or alleged untrue statement of a material fact or any omission
or alleged omission of a material fact required to be stated in Registration
Statement (or an amendment thereto), prospectus or preliminary prospectus (or an
amendment or supplement thereto), or Issuer Free Writing Prospectus (or
amendment or supplement thereto) or any amendment thereof or supplement thereto
or necessary to make the statements therein (in the case of a prospectus or
preliminary prospectus, in the light of the circumstances under which they were
made) not misleading, to the extent, but only to the extent, that such untrue
statement or omission is contained in any information with respect to such
Holder so furnished in writing by such Holder expressly for use therein, provided, however, that the
aggregate amount which any such Holder shall be required to pay pursuant to this
Section 10(b)
and Section
10(c) shall in no case be greater than the amount of the net proceeds
received by such person upon the sale of the Registrable Securities pursuant to
the Registration Statement giving rise to such claim.

     

    (c)           Conduct of Indemnification
Proceedings.  Any person or entity entitled to indemnification
hereunder agrees to give prompt written notice to the indemnifying party after
the receipt by such person or entity of any written notice of the commencement
of any action, suit, proceeding or investigation or threat thereof made in
writing for which such person or entity will claim indemnification or
contribution pursuant to this Agreement (but the failure to so notify the
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent that it is not materially prejudiced as a result thereof
and in any event shall not relieve it from liability which it may have otherwise
than on account of this Section 10) and, unless in the reasonable judgment of
such indemnified party a conflict of interest may exist between such indemnified
party and the indemnifying party with respect to such claim, permit the
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to such indemnified party.  Whether or not such defense
is assumed by the indemnifying party, the indemnifying party will not be subject
to any liability for any settlement made without its consent (but such consent
will not be unreasonably withheld).  No indemnifying party will
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect of such
claim or litigation.  If the indemnifying party is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one (1) counsel with respect to such claim,
unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of such additional counsel
or counsels.


    
      
         


      

      
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    (d)           Contribution.  If
for any reason the indemnity provided for in this Section 10 is
unavailable to, or is insufficient to hold harmless, an indemnified party, then
the indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages, liabilities or
expenses (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, or provides a lesser sum to the indemnified party
than the amount hereinafter calculated, in such proportion as is appropriate to
reflect not only the relative benefits received by the indemnifying party on the
one hand and the indemnified party on the other but also the relative fault of
the indemnifying party and the indemnified party as well as any other relevant
equitable considerations.  The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified parties; and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action,
statement or omission.  The amount paid or payable by a party as a
result of the losses, claims, damages, abilities and expenses referred to above
shall be deemed to include, subject to the limitations set forth in this Section 10(d),
any legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding to the extent such party would
have been indemnified for such fees or expenses if the indemnification provided
for in this Section
10 was available to such party in accordance with its terms.

     

    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 10(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  No person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person or entity who was not guilty
of such fraudulent misrepresentation.

     

    If
indemnification is available under this Section 10, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Section
10(a) and Section 10(b) without
regard to the relative fault of said indemnifying party or indemnified party or
any other equitable consideration provided for in this Section 10(d).  Notwithstanding
anything in this Section 10(d) to the
contrary, no indemnifying party (other than the Company) shall be required
pursuant to this Section 10(d) to
contribute any amount in excess of the net proceeds received by such
indemnifying party for the sale of Registrable Securities in the offering to
which the losses, claims, damages or liabilities of the indemnified parties
relate, less the amount of any indemnification payment made by such indemnifying
party pursuant to Sections 10(b) and
10(c).


    
      
         


      

      
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    11.           Representations and
Warranties.

     

    (a)           The
Partnership herby represents and warrants to the Holders as
follows:

     

    (i)       
    The Partnership is an entity duly created, formed or
organized, validly existing, and in good standing under the Laws of the
jurisdiction of its creation, formation, or organization.  There is no
pending or, to the Partnership’s knowledge, threatened action (or basis
therefor) for the dissolution, liquidation, insolvency, or rehabilitation of the
Partnership.

     

    (ii)           The
Partnership has the power and authority to execute and deliver this Agreement
and to perform and consummate the transactions contemplated
herein.  The Partnership has taken all actions necessary to authorize
the execution and delivery of this Agreement, the performance of its obligations
hereunder, and the consummation of the transactions contemplated
herein.  This Agreement has been duly authorized, executed, and
delivered by, and is enforceable against, the Partnership

     

    (iii)           The
execution and the delivery of this Agreement by the Partnership and the
performance and consummation of the transactions contemplated herein by the
Partnership will not (i) breach any provision of its organizational documents,
(ii) breach any Law to which the Partnership is subject, (iii) breach any
contract or order to which the Partnership is a party or by which the
Partnership is bound or to which any of the Partnership’s assets is subject, or
(iv) require any approval, consent, ratification, permission, waiver or
authorization not already obtained, except in the case of clauses (ii), (iii)
and (iv) as would not have a material adverse affect on the ability of the
Partnership to perform its obligations hereunder and consummate the transactions
contemplated herein.

     

    (b)           Each
Unitholder hereby represents and warrants, jointly and severally, to the
Partnership as follows:

     

    (i)           Each
Unitholder is duly organized, validly existing, and in good standing under the
Laws of the jurisdiction of its creation, formation, or
organization.  There is no pending or, to such Unitholder’s knowledge,
threatened action (or basis therefor) for the dissolution, liquidation,
insolvency, or rehabilitation of such Unitholder.

     

    (ii)           Each
Unitholder has the power and authority to execute and deliver this Agreement and
to perform and consummate the transactions contemplated herein.  Each
Unitholder has taken all actions necessary to authorize the execution and
delivery of this Agreement, the performance of its obligations hereunder, and
the consummation of the transactions contemplated herein.  This
Agreement has been duly authorized, executed, and delivered by, and is
enforceable against, each Unitholder.


    
      
         


      

      
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    (iii)           The
execution and the delivery of this Agreement by each Unitholder and the
performance and consummation of the transactions contemplated herein by such
Unitholder will not (i) breach any provision of its organizational documents,
(ii) breach any Law to which such Unitholder is subject, (iii) breach any
contract or order to which such Unitholder is a party or by which such
Unitholder is bound or to which any of such Unitholder’s assets is subject, or
(iv) require any approval, consent, ratification, permission, waiver or
authorization not already obtained, except in the case of clauses (ii), (iii)
and (iv) as would not have a material adverse affect on the ability of the
Unitholder to perform its obligations hereunder and consummate the transactions
contemplated herein.

     

    (iv)           Each
Unitholder is a “sophisticated investor” as such term is contemplated by
applicable securities Laws (including the related jurisprudence);

     

    (v)      
     It understands and agrees that (A) the Units and
the Registrable Securities may not be sold, pledged, hypothecated or otherwise
transferred unless they are registered under the Act and applicable state
securities Laws or an exemption from such registration is available and (B) the
Units and Registrable Securities will bear the legend specified in Section
8;

     

    (vi)           It
has adequate means of providing for its current needs and possible
contingencies, is able to bear the economic risks of this investment and has a
sufficient net worth to sustain a loss of its entire investment in the
Partnership if such loss should occur;

     

    (vii)         It
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Partnership;
and

     

    (viii)         It
has made its own inquiry and investigation into and based thereon has formed an
independent judgment concerning the Partnership and the Registrable Securities,
and has been furnished with or given adequate access to such information about
the Partnership and the Registrable Securities as it has requested.

     

    12.           Assignment of Registration
Rights.  The
rights of the Holders under this Agreement with respect to any Registrable
Securities may be assigned to any Person who acquires all or a portion of such
Registrable Securities.  Any assignment of Registration rights
pursuant to this Section 12 shall be
effective upon receipt by the Partnership of (i) written notice from the
assignor (A) stating the name and address of any assignee, (B) describing
the manner in which the assignee acquired the Registrable Securities from the
assignor and (C) identifying the Registrable Securities with respect to
which the rights under this Agreement are being assigned, (ii) a certificate
signed by the assignee assuming all obligations of the assignor under this
Agreement and agreeing to be party to this Agreement and (iii) any other
certificate or document that the Partnership might reasonably
require.


    
      
         


      

      
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    13.           Miscellaneous.

     

    (a)           Entire
Agreement.  This agreement constitutes the entire agreement
between the parties and supersedes any prior understandings, agreement or
representations by or between the parties (other than those contained in any
confidentiality agreement between the parties, dated as of the date hereof),
written or oral, to the extent they have related in any way to the subject
matter hereof.

     

    (b)           Parties Bound by
Agreement.  This Agreement shall be binding upon and inure to
the benefit of the Parties named herein and, subject to Section 12, their
respective successors and permitted assigns.

     

    (c)           Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original but which together shall constitute one and the same
instrument.

     

    (d)           Governing
Law.

     

    (i)           THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION
OR RULE (WHETHER OF THE STATE OF TEXAS OR ANY OTHER JURISDICTION) THAT WOULD
CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
TEXAS.

     

    (ii)           EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE
JURISDICTION OF THE COMPETENT COURTS OF THE STATE OF TEXAS AND OF THE UNITED
STATES OF AMERICA, IN EACH CASE LOCATED IN HOUSTON, TEXAS (THE “COURTS”)
FOR ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT (AND AGREES NOT
TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN THE COURTS), WAIVES ANY
OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE COURTS AND AGREES
NOT TO PLEAD OR CLAIM IN ANY COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

     

    (iii)           EACH
PARTY HERETO
HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY
AT THE ADDRESS OF SUCH PARTY SET FORTH IN OR DESIGNATED PURSUANT TO PARAGRAPH 13
OR BY ANY OTHER MEANS PERMITTED BY THE LAWS OF THE STATE OF TEXAS.

     

    (iv)           EACH
PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


    
      
         


      

      
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    (e)           No Inconsistent
Agreements.  The Partnership will not hereafter enter into any
agreement with respect to its securities which is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement.

     

    (f)          
 Remedies.  The
Partnership acknowledges and agrees that each Holder of Registrable Securities
would be damaged irreparably if any provision of this Agreement is not performed
in accordance with its specific terms or is otherwise
breached.  Accordingly, the Partnership agrees that the Holders of
Registrable Securities will be entitled to seek an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and its terms and provisions in any action instituted in any
court of the United States or any state thereof having jurisdiction over the
parties and the matter, in addition to any other remedy to which they may be
entitled, at law or in equity.

     

    (g)           Amendments and
Waivers.  No amendment of any provision of this Agreement shall
be valid unless the same shall be in writing and signed by the Partnership and
each Holder of Registrable Securities or on behalf of each Holder of Registrable
Securities by their representative.  No waiver by any party hereto of
any default, misrepresentation or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

     

    (h)           Further
Assurances.  Subject to the terms and conditions set forth in
this Agreement, each of the parties hereto agrees to use all reasonable efforts
to take, or to cause to be taken, all actions, and to do, or to cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement.  If, at any time after the execution of this
Agreement, any further action is necessary or desirable to carry out its
purposes, the proper officers or directors of the Parties hereto shall take or
cause to be taken all such necessary action.

     

    (i)           Severability.  Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other
jurisdiction.

     

    (j)     
      No Third Party
Beneficiaries.  Except for the indemnification provisions, this
Agreement shall not confer any rights or remedies upon any Person other than the
parties and their respective successors and permitted assigns.

     

    (k)           Termination.  This
Agreement shall terminate on the earlier to occur of (i) the first date on
which there are no Registrable Securities and (ii) December
31, 2014; provided,
however, that the parties’ obligations under this Agreement that are
intended to survive termination (such as indemnification obligations set forth
in Section 10 and the Partnership’s obligations to pay certain expenses as set
forth herein) shall continue in full force and effect following
termination.


    
      
         


      

      
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    (l)           Notices.  All
notices, requests, demands, claims and other communications hereunder shall be
in writing. Any notice, request, demand, claim or other communication hereunder
shall be deemed duly given two (2) business days after it is sent by registered
or certified mail, return receipt requested, postage prepaid and addressed to
the intended recipient as set forth below:

     

    (i)   
        if to the
Partnership:

     

    Genesis
Energy, L.P.

    Attn:
Chief Executive Officer

    500
Dallas, Suite 2500

    Houston,
TX  77002

    Telephone:  (713)
860-2500

    Fax:              
(713) 860-2636

    


    if to the
Buyer:

    


    Q Genesis
Acquisition, LLC

    c/o Steve
Putman or Corbin J. Robertson III

    601
Jefferson St., Suite 3600

    Houston,
Texas  77002

    Fax:               (713)
751-7532

    


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

    


    Andrews
Kurth LLP

    Attn: G.
Michael O’Leary

    4200
Chase Tower

    600
Travis Street

    Houston,
Texas 77002

    Telephone:  (713)
220-4360

    Fax:              
(713) 220-7130

    


    if to the
Unitholders:

    


    Denbury
Resources, Inc.

    Attn:
Chief Executive Officer

    5100
Tennyson Pkwy, Suite 1200

    Plano,
TX  75024

    Telephone:  (972)
673-2000

    Fax:              
(972) 673-2150
 

    
      
         


      

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

    


    Baker
& Hostetler LLP

    Attn:
Donald W. Brodsky

    1000
Louisiana, Suite 2000

    Houston,
Texas 77002

    Telephone:  (713)
751-1600

    Fax:              
(713) 751-1717

    


    (ii)     
      if to a permitted successor Holder of
Registrable Securities at the most current address, and with a copy to be sent
to each additional address, given by such Holder to the Partnership, in
writing.

     

    (iii)          Any
party hereto may send any notice, request, demand, claim or other communication
hereunder to the intended recipient at the addresses set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, ordinary mail or electronic mail), but no such notice, request,
demand, claim or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended
recipient.  Any party may change the address to which notices,
requests, demands, claims and other communications hereunder are to be delivered
by giving the other party notice in the manner herein set forth.

     

    (m)           Construction.  The
parties hereto have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof shall arise favoring
or disfavoring any party hereto by virtue of the authorship of any of the
provisions of this Agreement.  Any reference to any federal, state,
local or foreign statute or Law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires
otherwise.  The word “including” shall mean “including, without
limitation.”  All personal pronouns used in this Agreement, whether
used in the masculine, feminine or neuter gender, shall include all other
genders; the singular shall include the plural, and vice versa.  All
references herein to Exhibits, Schedules, Articles, Sections or subdivisions
thereof shall refer to the corresponding Exhibits, Schedules, Article, Section
or subdivision thereof of this Agreement unless specific reference is made to
such exhibits, articles, sections or subdivisions of another document or
instrument.  The terms “herein,” “hereby,” “hereunder,” “hereof,”
“hereinafter,” and other equivalent words refer to this Agreement in its
entirety and not solely to the particular portion of the Agreement in which such
word is used.  The words “shall” and “will” are used interchangeably
throughout this Agreement and shall accordingly be given the same means,
regardless of which word is used.  References to a party hereto shall
include its permitted successors and assigns.  Each certificate
delivered pursuant to this Agreement shall be deemed a part hereof, and any
representation, warranty or covenant herein referenced or affirmed in such
certificate shall be treated as a representation, warranty or covenant given in
the correlated Section hereof on the date of such
certificate.  Additionally, any representation, warranty or covenant
made in any such certificate shall be deemed to be made
herein.  Except as otherwise expressly provided herein, all terms of
an accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    (n)           Non-Recourse to General
Partner.  Neither the Partnership’s general partner nor any
other owner of equity interests in the Partnership shall be liable for the
obligations of the Partnership under this Agreement or any of the transaction
documents, including, in each case, by reason of any payment obligation imposed
by governing state partnership statutes.

     

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    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first set forth in the preamble of this Agreement.

     

    
      	 
      	
              PARTNERSHIP:

            
	 
      	 
      
	 
      	
              GENESIS
      ENERGY, L.P.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              Genesis
      Energy, LLC., its sole general partner

            
	 
      	 
      	 
      
	 	 	 
	 
      	
              By:

            	
              /s/ Grant E. Sims

            
	 
      	
              Name:

            	
              Grant
      E. Sims

            
	 
      	
              Title:

            	
              Chief
      Executive Officer

            


    

     

    Registration
Rights Agreement Signature Page


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	 
      	
              UNITHOLDERS:

            
	 
      	 
      
	 
      	
              DENBURY
      RESOURCES INC.

            
	 	 	 
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Mark C. Allen

            
	 
      	
              Name:

            	
              Mark
      C. Allen

            
	 
      	
              Title:

            	
              Senior
      Vice President and Chief Financial Officer

            
	 	 	 
	 
      	 
      
	 
      	
              DENBURY
      GATHERING & MARKETING, INC.

            
	 	 	 
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Mark C. Allen

            
	 
      	
              Name:

            	
              Mark
      C. Allen

            
	 
      	
              Title:

            	
              Senior
      Vice President and Chief Financial Officer

            
	 	 	 
	 	 
	 
      	
              DENBURY
      ONSHORE, LLC

            
	 	 	 
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Mark C. Allen

            
	 
      	
              Name:

            	
              Mark
      C. Allen

            
	 
      	
              Title:

            	
              Senior
      Vice President and Chief Financial
Officer

            


    

    


    
      Registration
Rights Agreement Signature Page