ex10-2.htm


    Exhibit 10.2

      AMENDMENT
NO. 2 TO FOURTH AMENDED AND RESTATED

      AGREEMENT
OF LIMITED PARTNERSHIP

      OF

      GENESIS
ENERGY, L.P.

       
 

       

      This
Amendment No. 2, dated as of March 1, 2010 (this “Amendment”),
to the Fourth Amended and Restated Agreement of Limited Partnership of Genesis
Energy, L.P., a Delaware limited partnership (the “Partnership”)
(the “Partnership
Agreement”), is entered into by and among Genesis Energy, LLC, a Delaware
limited liability company and successor to Genesis Energy, Inc., as the sole
general partner of the Partnership (the “General
Partner”), and the Limited Partners as provided herein. Each capitalized
term used but not otherwise defined herein shall have the meaning assigned to
such term in the Partnership Agreement.

       

      W
I T N E S S E T H:

       

      WHEREAS,
Section 13.1(d) of the Partnership Agreement provides that the General Partner,
without the approval of any Partner, may amend any provision of the Partnership
Agreement to reflect a change that, in the discretion of the General Partner,
does not adversely affect the Limited Partners in any material respect;
and

       

      WHEREAS,
the General Partner has determined that the amendments contemplated by this
Amendment do not adversely affect the Limited Partners in any material
respect;

      


      WHEREAS,
the General Partner deems it in the best interest of the Partnership to effect
this Amendment; and

       

      WHEREAS,
on March 1, 2010, the Board of Directors of the General Partner approved this
Amendment.

       

      NOW,
THEREFORE, the Partnership Agreement is hereby amended as follows:

       

      1.
    Section 1.1 of the Partnership Agreement is hereby
amended by deleting the definition of “Audit
Committee.”

       

      2.
    Section 1.1 of the Partnership Agreement is further
amended by adding, in alphabetical order, the following definition:

       

      “Conflicts
Committee” means a committee of the Board of Directors of the General
Partner composed entirely of two or more directors who are neither officers nor
employees of the General Partner or officers, directors or employees of any
Affiliate of the General Partner.

       

      3.
    The Partnership Agreement is hereby amended by replacing
the term “Audit
Committee,” in each instance in which it appears, with the term “Conflicts
Committee.”

       

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          4.
    As amended hereby, the Partnership Agreement is in all
respects ratified, confirmed and approved and shall remain in full force and
effect.

      


      [Signature
page follows.]

      


      -2-

      
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.

      


      


      GENERAL
PARTNER:

      


      GENESIS
ENERGY, LLC

      


      By: /s/  R. V.
Deere

      Name:                      R.
V. Deere

      Title:
Chief Financial Officer

      


      LIMITED
PARTNERS:

      


      All
Limited Partners now and hereafter admitted as Limited Partners of the
Partnership, pursuant to Powers of Attorney now and hereafter executed in favor
of, and granted and delivered to, the General Partner.

      


      By:
GENESIS ENERGY, LLC

      General
Partner, as attorney-in-fact for the Limited Partners pursuant to the Powers of
Attorney granted pursuant to Section 2.6

      


      By: /s/  R. V.
Deere

      Name: R. V. Deere

      Title: Chief Financial
Officer

      


       


      
        
          
            Partnership
Agreement—Amendment No. 2

            Signature
Page