ex10-1.htm


    Exhibit 10.1


      INDEMNIFICATION
AGREEMENT

       

          THIS
AGREEMENT (this “Agreement”)
is effective March 4, 2010, among Genesis Energy, L.P., a Delaware limited
partnership (the “Partnership”),
Genesis Energy, LLC, a Delaware limited liability company (the “Company”),
and the undersigned director or officer of the Company (“Indemnitee”).

       

          WHEREAS, the
Partnership Agreement (as defined below) provides for indemnification of each
director and officer of the Company and the Partnership, as well as persons
serving in various other capacities, to the maximum extent permitted by
law;

       

          WHEREAS, the
Indemnitee is entitled to indemnification pursuant to the Partnership
Agreement;

       

          WHEREAS, the
LLC Agreement (as defined below) provides indemnification of each director and
officer of the Company, as well as persons serving in other capacities, to the
maximum extent authorized by law;

       

          WHEREAS, the
Indemnitee is entitled to indemnification pursuant to the LLC
Agreement;

       

          WHEREAS, in
recognition of Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s continued service to the Partnership
and the Company in an effective manner, the Partnership and the Company wish to
provide in this Agreement for the indemnification of, and the advancing of
expenses to, Indemnitee to the fullest extent permitted by law (whether partial
or complete) and as set forth in this Agreement, and, to the extent insurance is
maintained, for the continued coverage of Indemnitee under the Partnership’s
and/or the Company’s directors’ and officers’ liability insurance
policies;

       

          WHEREAS,
Indemnitee is willing to serve, continue to serve and to take on additional
service for or on behalf of the Partnership and/or the Company on condition that
the Indemnitee be so indemnified;

       

          NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Partnership, the Company and Indemnitee do hereby covenant and agree as
follows:

       

          1. Definitions. As used in this
Agreement:

       

          (a) The term
“Proceeding”
shall include any threatened, pending or completed action, suit, inquiry or
proceeding, whether brought by or in the right of the Partnership or the Company
or any predecessor, subsidiary or affiliated company or otherwise and whether of
a civil, criminal, administrative, arbitrative, legislative, investigative or
other nature, in which Indemnitee is or will be involved as a party, as a
witness or otherwise, by reason of the fact that Indemnitee is or was a director
or officer of the Partnership or the Company, by reason of any action taken by
him or of any inaction on his part while acting as a director or officer or by
reason of the fact that, while a director or officer, he is or was serving at
the request of the Partnership or the Company as a director, officer, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
limited liability company or other enterprise; in

       

       

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      each case
whether or not he is acting or serving in any such capacity at the time any
liability or expense is incurred for which indemnification or reimbursement can
be provided under this Agreement; provided that any such
action, suit or proceeding which is brought by Indemnitee against the
Partnership or the Company or any predecessor, subsidiary or affiliated company
or directors or officers of the Partnership or the Company or any predecessor,
subsidiary or affiliated company, other than an action brought by Indemnitee to
enforce his rights under this Agreement, shall not be deemed a Proceeding
without prior approval by a majority of the Board of Directors.

       

          (b) The term
“Expenses”
shall include, without limitation, any judgments, fines and penalties against
Indemnitee in connection with a Proceeding; amounts paid by Indemnitee in
settlement of a Proceeding; and all attorneys’ fees and disbursements,
accountants’ fees, private investigation fees and disbursements, retainers,
court costs, transcript costs, fees of experts, fees and expenses of witnesses,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees and all other disbursements or expenses,
in each case, reasonably incurred by or for Indemnitee in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, being
or preparing to be a witness in a Proceeding or establishing Indemnitee’s right
of entitlement to indemnification for any of the foregoing.

       

          (c)
References to Indemnitee’s being or acting as “a director or officer of the
Partnership or the Company” or “serving at the request of the Partnership or the
Company as a director, officer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise” shall include in each case service to or actions taken while
and as a result of being a director, officer, trustee, employee or agent of any
predecessor, subsidiary or affiliated company of the Partnership or the
Company.

       

          (d)
References to “other
enterprise” shall include employee benefit plans;

       

          (e)
References to “fines”
shall include any excise tax assessed with respect to any employee benefit
plan;

       

          (f) References to “serving at the
request of the Partnership or the Company” shall include any service as a
director, officer, employee or agent of the Partnership or the Company which
imposes duties on, or involves services by, such director, officer, trustee,
employee or agent with respect to an employee benefit plan, its participants or
beneficiaries;

       

          (g) The term
“substantiating
documentation” shall mean copies of bills or invoices for costs incurred
by or for Indemnitee, or copies of court or agency orders or decrees or
settlement agreements, as the case may be, accompanied by a sworn statement from
Indemnitee that such bills, invoices, court or agency orders or decrees or
settlement agreements, represent costs or liabilities meeting the definition of
“Expenses” herein.

       

          (h) The terms
“he”
and “his” have
been used for convenience and mean “she” and
“her” if
Indemnitee is a female.

       

          (i) The term
“Partnership
Agreement” means the Fourth Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of June 9, 2005, as amended
by

       

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      Amendment
No. 1 to the Fourth Amended and Restated Agreement of Limited Partnership of the
Partnership, dated December 18, 2007, as may be further amended, restated or
modified from time to time.

       

          (h) The term
“LLC
Agreement” means the Amended and Restated Limited Liability
Company Agreement of the Company, dated as of February 5, 2010, as may be
amended, restated or modified from time to time.

       

          (i) The term
“LLC
Statute” means the Delaware Limited Liability Company Act as in effect
from time to time.

       

          (j) The term
“Partnership
Statute” means the Delaware Revised Uniform Limited Partnership Act as in
effect from time to time.

       

          (k) The term
“Board of
Directors” means the Board of Directors of the Company.

       

          (l) The term
“Change in
Control” means, with respect to the Partnership or the Company, as
applicable, the occurrence of any of the following events: (i) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the Partnership’s or the Company’s
assets to any other person or entity, unless immediately following such sale,
lease, exchange or other transfer such assets are owned, directly or indirectly,
by the Partnership or the Company; (ii) the dissolution or liquidation of the
Partnership or the Company; (iii) the consolidation or merger of the Partnership
or the Company with or into another entity pursuant to a transaction in which
the outstanding securities of any class of the Company entitling the holders
thereof to vote in the election of, or to appoint, members of the Board of
Directors or other similar governing body of the Partnership and the Company
(“Voting
Securities”) are changed into or exchanged for cash, securities or other
property, other than any such transaction where (a) the outstanding Voting
Securities are changed into or exchanged for Voting Securities of the surviving
entity or its parent or (b) the holders of the Voting Securities immediately
prior to such transaction own, directly or indirectly, not less than a majority
of the outstanding Voting Securities of the surviving entity or its parent
immediately after such transaction and (iv) a “person” or “group” (within the
meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act)
of more than 50% of all of the then outstanding Voting Securities, except in a
merger or consolidation which would not constitute a Change in Control under
clause (iii) above.

       

          2. Indemnity of Indemnitee. Each
of the Partnership and the Company hereby agrees (subject to the provisions of
Section 4
hereof) to hold harmless and indemnify Indemnitee against Expenses to the
fullest extent authorized or permitted by law (including the applicable
provisions of the Partnership Statute and the LLC Statute), including, without
limitation, against Expenses incurred by reason of the fact that Indemnitee is
or was a director or officer of the Partnership or the Company, or, while a
director or officer, is or was serving at the request of the Partnership or the
Company as a director, officer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise, including, without limitation, any predecessor, subsidiary or
affiliated entity of the Partnership or the Company; provided that Indemnitee
shall not be indemnified and held harmless if there has

       

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      been a
final judgment or other final adjudication of a court of competent jurisdiction
from which there is no further right of appeal (a “final
adjudication”) determining that, in respect of the matter for which
Indemnitee is seeking indemnification pursuant to this Agreement, Indemnitee is
not entitled to Indemnification hereunder. The phrase “to the fullest extent
permitted by law” shall include, but not be limited to, (a) to the fullest
extent permitted by any provision of the Partnership Statute and/or the LLC
Statute that authorizes or permits additional indemnification by agreement, or
the corresponding provision of any amendment to or replacement of the
Partnership Statute and/or the LLC Statute and (b) to the fullest extent
authorized or permitted by any amendments to or replacements of the Partnership
Statute and/or the LLC Statute adopted after the date of this Agreement that
increase the extent to which an entity may indemnify its officers and directors.
Any amendment, alteration or repeal of the Partnership Statute and/or the LLC
Statute that adversely affects any right of Indemnitee shall be prospective only
and shall not limit or eliminate any such right with respect to any Proceeding
involving any occurrence or alleged occurrence of any action or omission to act
that took place prior to such amendment or repeal.

       

          3. Contribution. If the
indemnification provided under Section 2 hereof is
unavailable by reason of a court decision, based on grounds other than any of
those set forth in Section 4 hereof,
then, in respect of any Proceeding in which the Partnership or the Company is
jointly liable with Indemnitee (or would be if joined in such Proceeding), the
Partnership and the Company shall contribute to the amount of Expenses actually
and reasonably incurred and paid or payable by Indemnitee in such proportion as
is appropriate to reflect (a) the relative benefits received by the Partnership
or the Company, on one hand, and Indemnitee, on the other, from the transaction
from which such Proceeding arose and (b) the relative fault of the Partnership
or the Company, on one hand, and of Indemnitee, on the other, in connection with
the events that resulted in such Expenses as well as any other relevant
equitable considerations. The relative fault of the Partnership or the Company,
on one hand, and of Indemnitee, on the other, shall be determined by reference
to, among other things, the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent the circumstances resulting in
such Expenses. Each of the Partnership and the Company agrees that it would not
be just and equitable if contribution pursuant to this Section 3 were
determined by pro rata allocation or any other method of allocation that does
not take the foregoing equitable considerations into account.

       

          4. Exceptions. Any other provision
herein to the contrary notwithstanding, the Partnership and the Company shall
not be obligated pursuant to the terms of this Agreement:

       

          (a) Claims Initiated by
Indemnitee.  Except with respect to proceedings brought to
establish or enforce a right to indemnification or advancement under this
Agreement, to indemnify or advance expenses to Indemnitee with respect to
proceedings or claims initiated or brought voluntarily by Indemnitee and not by
way of defense without prior approval by a majority of the Board of
Directors;

       

          (b) Insured
Claims.  To indemnify Indemnitee for expenses or liabilities of
any type whatsoever (including, but not limited to, judgments, fines, ERISA
excise taxes or penalties, and amounts paid in settlement) to the extent such
expenses or liabilities have been paid directly to Indemnitee by an insurance
carrier under a policy of directors’ and officers’ liability
insurance;

       

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          (c) Claims Under Section
16(b).  To indemnify Indemnitee for expenses or the payment of
profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute;

       

          (d) Unlawful
Claims.  To indemnify Indemnitee to the extent such
indemnification is prohibited by applicable law;

       

          (e) Unauthorized Judicial
Awards.  To indemnify Indemnitee with regard to any judicial
award for which the Partnership or the Company was not given a reasonable and
timely opportunity to participate in the defense of the suit or action giving
rise to such judicial award; or

       

          (f) Unapproved
Settlements.  To indemnify Indemnitee for any amounts paid in
settlement of any Proceeding effected without the Partnership’s or the Company’s
prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed; notwithstanding the foregoing, the Partnership and/or
the Company shall not settle any Proceeding in any manner that would impose any
penalty or limitation on Indemnitee, without Indemnitee’s prior written
consent.

       

          5. Choice of Counsel. If
Indemnitee is a director but not an officer of the Partnership or the Company,
he, together with the other directors who are not officers of the Partnership or
the Company that are seeking indemnification (collectively, the “Outside
Directors”), shall be entitled to employ, and be reimbursed for the fees
and disbursements of, a single counsel separate from that chosen by the
indemnitees who are officers of the Partnership or the Company (the “Inside
Directors”). The principal counsel for the Outside Directors (“Outside
Counsel”) shall be determined by majority vote of the Outside Directors
who are seeking indemnification, and the principal counsel for the Inside
Directors (“Inside
Counsel”) shall be determined by majority vote of the Inside Directors,
in each case subject to the consent of the Partnership or the Company, which
consent shall not be unreasonably withheld, conditioned or delayed. The
obligation of the Partnership and the Company to reimburse Indemnitee for the
fees and disbursements of counsel hereunder, if and when applicable, shall not
extend to the fees and disbursements of any counsel employed by Indemnitee other
than Outside Counsel or Inside Counsel, as the case may be, unless the
Partnership and the Company shall have consented in writing thereto or
Indemnitee has interests that are different, or defenses available to him that
are in addition to or different, from those of the other Outside Directors or
Inside Directors, as the case may be, such that Outside Counsel or Inside
Counsel, as the case may be, would have an actual or potential conflict of
interest in representing Indemnitee.

       

          6. Advances
of Expenses.

       

       

          (a) To the
fullest extent permitted by the LLC Statute and the Partnership Statute,
Expenses (other than judgments, penalties, fines and settlements) incurred by
Indemnitee shall be paid by the Partnership and the Company, in advance of the
final disposition of the Proceeding, within two (2) business days after receipt
of Indemnitee’s written request, which written request, if required by the LLC
Statute or the Partnership Statute, shall be accompanied by substantiating
documentation and Indemnitee’s written affirmation as described in Section 6(c) hereof,
as well as an affirmation (if any) required by Section
6(b).  No objections based on or involving the question of
whether such charges meet the definition of “Expenses,” including any
question

       

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      regarding
the reasonableness of such Expenses, shall be grounds for failure to advance to
Indemnitee, or to reimburse Indemnitee for, the amount claimed within such two
(2) business day period, provided that Indemnity
provides an undertaking to repay any such amounts determined in a final
adjudication not to have met such definition (and the undertaking and
acknowledgement pursuant to Section 6(b) and
Section 6(c)
shall be deemed to include such an undertaking).  Indemnitee’s right
to advancements and payments under this Section 6 will not be
subject to the satisfaction of any standard of conduct and will be made without
regard to Indemnitee’s ultimate entitlement to indemnification under the other
provisions of this Agreement, or under provisions of the Partnership Agreement
or LLC Agreement.

       

          (b) To the
extent required by the LLC Statute or the Partnership Statute, Indemnitee will
undertake to repay to the Partnership and/or the Company (i) any advances or
payment of Expenses made pursuant to this Section 6 and (ii)
any judgments, penalties, fines and settlements paid to or on behalf of
Indemnitee hereunder, in each case to the extent that it is ultimately
determined in a final adjudication that Indemnitee is not entitled to
indemnification.

       

          (c) To the
extent required by the LLC Statute or the Partnership Statute, as a condition to
the advancement of such Expenses or the payment of such judgments, penalties,
fines and settlements, Indemnitee shall execute an acknowledgment wherein
Indemnitee affirms (i) that Indemnitee is entitled to indemnification under this
Agreement and (ii) that such Expenses or such judgments, penalties, fines and
settlements, as the case may be, are delivered pursuant and are subject to the
provisions of this Agreement.

       

          (d) If a
claim under this Section 6 is not paid
by the Partnership or the Company within two (2) business days of receipt of
written notice, the right to advances or payments (as the case may be) as
provided by this Agreement shall be enforceable by Indemnitee in any court of
competent jurisdiction. Indemnitee shall be presumed to be entitled to advances
or payments (as the case may be) under this Agreement upon submission of a
written request therefor (and where an acknowledgement, if required under this
Agreement, has been tendered to the Partnership and/or the Company) and the
burden of proving by clear and convincing evidence that advances or payments (as
the case may be) are not appropriate shall be on the Partnership and the
Company.

       

          7. Right of Indemnitee to Indemnification
Upon Application; Procedure Upon Application. Any indemnification payment
under this Agreement, excluding advances and payments pursuant to Section 6
hereof, shall be made no later than thirty (30) days after receipt by the
Partnership and the Company of the written request of Indemnitee, accompanied by
substantiating documentation.  If any such claims under this Agreement
are not paid by the Partnership or the Company within thirty (30) days of
receipt of written notice, the right to indemnification as provided by this
Agreement shall be enforceable by Indemnitee in any court of competent
jurisdiction. Indemnitee shall be presumed to be entitled to indemnification
under this Agreement upon submission of a written request therefor and the
burden of proving by clear and convincing evidence that indemnification is not
appropriate shall be on the Partnership and the Company.

       

          8. Indemnification Hereunder Not
Exclusive. The indemnification and advancement of expenses provided by
this Agreement shall not be deemed exclusive of any other rights to
which

       

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      Indemnitee
may be entitled under the Partnership Agreement, the LLC Agreement, the
Partnership Statute, the LLC Statute, any directors’ and officers’ insurance
maintained by or on behalf of the Partnership or the Company, any agreement, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office; provided, however, that this Agreement
supersedes all prior written indemnification agreements between the Partnership
and/or the Company (or any predecessor thereof) and Indemnitee with respect to
the subject matter hereof. However, subject to Section 17 hereof,
Indemnitee shall reimburse the Partnership and the Company for amounts paid to
Indemnitee pursuant to such other rights to the extent such payments duplicate
any payments received pursuant to this Agreement.

       

          9.No
Presumptions.  Neither the failure of the Partnership or the
Company (including the Board of Directors, any committee thereof, independent
legal counsel or its equity owners) to have made a determination prior to any
such payments or the commencement of such action that indemnification is proper
in the circumstances because Indemnitee is entitled to indemnification under
this Agreement, nor an actual determination by the Partnership or the Company
(including the Board of Directors, any committee thereof, independent legal
counsel or its equity owners) that Indemnitee is not entitled to indemnification
under this Agreement, shall be a defense to the action or create a presumption
that Indemnitee is not entitled to indemnification under this
Agreement.  The termination of any Proceeding by judgment, order of
the court, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption that Indemnitee acted in
bad faith or engaged in fraud or willful misconduct or, in the case of a
criminal matter, acted with knowledge that Indemnitee’s conduct was
unlawful.

       

          10. Continuation of Indemnity. All
agreements and obligations of the Partnership and the Company contained herein
shall continue during the period Indemnitee is a director or officer of the
Partnership or the Company (or is or was serving at the request of the
Partnership or the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise) and shall continue thereafter so long as Indemnitee shall be
subject to any possible Proceeding (notwithstanding the fact that Indemnitee has
ceased to serve the Partnership or the Company).

       

          11. Change in Control of the Partnership
or the Company. Each of the Partnership and the Company agrees that if
there is a Change in Control of the Partnership and/or the Company, then with
respect to all matters thereafter arising concerning the rights of Indemnitee to
indemnity payments and advances relating to a Proceeding under this Agreement,
any other agreements, the Partnership Agreement or the LLC Agreement, the
Partnership and the Company shall seek legal advice only from special
independent counsel selected by Indemnitee and approved by the Partnership and
the Company (which approval shall not be unreasonably withheld, conditioned or
delayed) and who has not otherwise performed services for the Partnership or the
Company (other than in connection with matters unrelated to those for which
Indemnitee is seeking an indemnification payment or advance hereunder) or
Indemnitee. In the event that Indemnitee, on one hand, and the Partnership and
the Company, on the other, are unable to agree on the selection of the special
independent counsel, such special independent counsel shall be selected by lot
from among at least five law firms in New York City, New York or Houston, Texas
selected by Indemnitee. Such selection shall be made in the presence of
Indemnitee (and his legal counsel or either of them, as Indemnitee may elect).
Such special independent counsel, among other things, shall determine whether
and to what extent Indemnitee

       

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      would be
permitted to be indemnified under applicable law and shall render its written
opinion to the Partnership, the Company and Indemnitee to such
effect.

       

               The Company
agrees to pay the reasonable fees of the special independent counsel referred to
above and to fully indemnify such special independent counsel against any and
all expenses (including attorneys’ fees), claims, liabilities and damages
arising out of or relating to this Agreement or its engagement pursuant
hereto.

       

          12. Partial Indemnification. If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Partnership and the Company for a portion of Expenses, but not, however,
for the total amount thereof, the Partnership and the Company shall nevertheless
indemnify Indemnitee for the portion of such Expenses to which Indemnitee is
entitled.

       

          13. Acknowledgements. Each of the
Partnership and the Company expressly confirms and agrees that it has entered
into this Agreement and assumed the obligations imposed on it hereby in order to
induce Indemnitee to serve or to continue to serve as a director or officer of
the Partnership and/or the Company, and acknowledges that Indemnitee is relying
upon this Agreement in agreeing to serve or in continuing to serve as a director
or officer of the Partnership and/or the Company.

       

          14. Enforcement. In the event
Indemnitee is required to bring any action or other proceeding to enforce rights
or to collect moneys due under this Agreement and is successful in such action,
the Partnership and the Company shall reimburse Indemnitee for all of
Indemnitee’s expenses in bringing and pursuing such action.

       

          15. Severability. If any provision
of this Agreement shall be held to be invalid, illegal or unenforceable, (a) the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not be in any way affected or impaired thereby, and (b) to the
fullest extent possible, the provisions of this Agreement shall be construed so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable. Each section of this Agreement is a separate and
independent portion of this Agreement. If the indemnification or advancement to
which Indemnitee is entitled with respect to any aspect of any claim varies
between two or more sections of this Agreement, that section providing the most
comprehensive indemnification or advancement shall apply.

       

          16. Liability Insurance. To the
extent the Partnership or the Company maintains an insurance policy or policies
providing directors’ and officers’ liability insurance, Indemnitee shall be
covered by such policy or policies, in accordance with its or their terms, to
the maximum extent of the coverage available and maintained by the Partnership
or the Company for any director or officer of the Partnership or the Company or
any applicable subsidiary or affiliated company.

       

          17. Primary Obligors. The Company
hereby acknowledges that Indemnitee has certain rights to indemnification,
advancement of expenses and/or insurance provided by his employer  and
certain of its affiliates (collectively, the “Third Party
Indemnitors”).  The Partnership and the Company hereby agree
(i) that each of the Partnership and the Company is an indemnitor
of

       

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      first
resort (i.e., each of
its obligations to Indemnitee are primary and any obligation of the Third Party
Indemnitors to advance expenses or to provide indemnification for the same
Expenses or liabilities incurred by Indemnitee are secondary), (ii) that each of
the Partnership and the Company shall be required to advance the full amount of
Expenses incurred by Indemnitee and shall be liable for the full amount of all
other payments to Indemnitee to the extent legally permitted and as required by
the terms of this Agreement, the Partnership Agreement or the LLC Agreement (or
any other agreement between or among the Partnership or the Company and
Indemnitee), without regard to any rights Indemnitee may have against the Third
Party Indemnitors, and (iii) that each of the Partnership and the Company
irrevocably waives, relinquishes and releases the Third Party Indemnitors from
any and all claims against the Third Party Indemnitors for contribution,
subrogation or any other recovery of any kind in respect thereof.  The
Partnership and the Company further agree that no advancement or payment by the
Third Party Indemnitors on behalf of Indemnitee with respect to any claim for
which Indemnitee has sought indemnification from the Partnership or the Company
shall affect the foregoing and the Third Party Indemnitors shall have a right of
contribution and/or to be subrogated to the extent of such advancement or
payment to all of the rights of recovery of Indemnitee against the Partnership
and the Company.  The Partnership, the Company and Indemnitee agree
that the Third Party Indemnitors are express third party beneficiaries of the
terms of this Section
17.

       

          18. Joint and Several Liability.
Each of the Partnership and the Company acknowledges and agrees that,
whether or not specifically indicated as such in this Agreement, the
obligation to indemnify Indemnitee or to advance or pay Expenses to Indemnitee
hereunder shall be joint and several obligations of each of the
Partnership and the Company.

       

          19. Miscellaneous.

       

          (a) Governing Law. This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Delaware, without giving effect to
principles of conflict of law.

       

          (b) Entire Agreement;
Enforcement of Rights. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter herein and merges
all prior discussions between them. The rights of Indemnitee to indemnification
and the advancement and payment of expenses conferred in this Agreement
supplements and is in addition to, and is not intended to be limited by, those
provisions in the Partnership Agreement and the LLC Agreement that provide
Indemnitee with the same or similar rights with respect to indemnification and
the advancement and payment of expenses thereunder.  No modification
of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing signed by the parties to this
Agreement. The failure by any party to enforce any rights under this Agreement
shall not be construed as a waiver of any rights of such party.

       

          (c) Construction. This
Agreement is the result of negotiations between and has been reviewed by each of
the parties hereto and their respective counsel, if any; accordingly,
this

       

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      Agreement
shall be deemed to be the product of all of the parties hereto, and no ambiguity
shall be construed in favor of or against any one of the parties
hereto.

       

          (d) Notices. All notices,
demands or other communications to be given or delivered under or by reason of
the provisions of this Agreement shall be in writing and shall be deemed to have
been given (i) when delivered personally to the recipient, (ii) one business day
after the date when sent to the recipient by reputable overnight courier service
(charges prepaid), or (iii) five business days after the date when mailed to the
recipient by certified or registered mail, return receipt requested and postage
prepaid. Such notices, demands and other communications shall be sent to the
parties at the addresses indicated on the signature page hereto, or to such
other address as any party hereto may, from time to time, designate in writing
delivered pursuant to the terms of this Section
19(d).

       

          (e) Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one
instrument.

       

          (f) Successors and
Assigns. This Agreement shall be binding upon the Partnership and the
Company and their respective successors and assigns and shall inure to the
benefit of Indemnitee and Indemnitee’s heirs, legal representatives and
assigns.

       

          (g) Subrogation. In the
event of payment under this Agreement, the Partnership and the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all documents reasonably required and shall do all
acts that may be reasonably necessary to secure such rights and to enable the
Partnership and the Company to effectively bring suit to enforce such rights, as
may be requested in writing by the Partnership or the Company.

       

      [Signature
page follows.]

       

      -10-

      
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

       

      GENESIS
ENERGY, L.P.

       

      By:
Genesis Energy, LLC,

             its
sole general partner

      


      By:           

      Name:           

      Title:           

       

      Address:

      Genesis
Energy, L.P.

      c/o
Genesis Energy, LLC

      919
Milam, Ste. 2100

      Houston,
TX 77002

       

      GENESIS
ENERGY, LLC

       

      By:                 

      Name:                 

      Title:                 

       

      Address:

      c/o
Genesis Energy, LLC

      919
Milam, Ste. 2100

      Houston,
TX 77002

       

      INDEMNITEE

       

      


      Name:

       

      Address:

      [Address
1]

      [Address
2]

      [City,
State, Zip]

       

      
        
          Indemnity
Agreement

          Signature
Page