Unassociated Document


    
      

    

    
      Exhibit
10.2

      


      OMNIBUS
AGREEMENT

      


      This
Omnibus Agreement (this "Agreement")
is dated as of June 11, 2008 by and among TD Marine, LLC, a Delaware limited
liability company ("TD
Marine"), James E. Davison, an individual ("James
Davison"), Steven K. Davison, an individual ("Steve
Davison"), Todd A. Davison, an
individual ("Todd
Davison" and, together with TD Marine, James Davison and Steve Davison,
the "Davison Parties"), on the one hand, and
Genesis Energy, L.P., a Delaware limited partnership ("Parent"),
and Genesis Marine Investments, LLC, a Delaware limited liability company
("Genesis
Marine" and, together with Parent, the "Genesis
Parties"), on the other hand.

      


      INTRODUCTION

      


      1.         
  Grifco Transportation, Ltd., a Texas limited partnership ("Grifco"),
and certain of its affiliates, collectively, have developed a private barge transportation business, which they
desire to sell.

      


      2.         
  Parent has developed a
substantial public business that operates primarily in the hydrocarbon
transportation, refinery services, industrial gases, and supply and logistics
services (relating primarily to hydrocarbons and related by-products) sectors.

      


      3.          
 Affiliates of TD Marine have substantial and diversified business
interests, including some relating to the energy sector.

      


      4.           
Parent and TD Marine believe the business of Grifco and its
affiliates and the businesses and interests of Parent, TD Marine and their
affiliates are complementary and the value of the business of Grifco and its
affiliates could be enhanced by continuing to grow it and by associating it with
such other businesses and interests.

      


      5.           
To achieve such an association and the related benefits, Parent and TD Marine
desire to invest in such business through a jointly owned company that will
acquire such business from Grifco and its affiliates.

      


      6.           
Consequently, directly and/or through affiliates, Grifco, Parent and TD Marine entered into an
arrangement pursuant to which Parent and TD Marine, effectively, will form a
jointly owned company—comprised of three entities—that will acquire, own and
operate the business of Grifco and its affiliates, with TD Marine owning an
aggregate 51% economic interest in the jointly owned company and controlling it,
and Parent owning an aggregate 49% economic interest in the jointly owned
company.

      


      7.        
   Pursuant to (x) that certain Contribution and Sale Agreement,
dated as of even date herewith (the "Contribution
Agreement"), by and among Parent, Genesis Marine and Grifco and certain
of its affiliates and (y) this Agreement, the following, among other things,
will occur:

      


      
        
          	
                	
                  a.

                	
                  immediately
      before the closing contemplated by the Contribution
    Agreement:

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                i.

              	
                Grifco
      will form DG JV, LLC, a Delaware limited liability company ("DG
      JV"), which initially will be wholly-owned by Grifco and its
      affiliates;

              


      

      


      
        	
                 
      

              	
                ii.

              	
                Grifco
      will cause DG JV to form DG Marine Holdings, LLC, a Delaware limited
      liability company ("Marine
      Holdings"), which initially will be owned 75.00% by DG JV and
      25.00% by Grifco;

              


      

      


      
        	
                 
      

              	
                iii.

              	
                Grifco
      will cause Marine Holdings to form DG Marine Transportation, LLC, a
      Delaware limited liability company ("Marine
      Transportation"), which initially will be owned 52.50% by Marine
      Holdings and 47.50% by Grifco;

              


      

      


      
        	
                 
      

              	
                iv.

              	
                Grifco
      and certain of its affiliates will transfer all or substantially all of
      their operating assets to Marine Transportation;
  and

              


      

      
         


      

      
        	
                 
      

              	
                b.

              	
                concurrent
      with such closing,

              


      

      


      
        	
                 
      

              	
                i.

              	
                Grifco
      and its affiliates will sell, transfer and convey 90.67% of the membership
      interests in DG JV to TD Marine in exchange for $25,500,000 in
      cash;

              


      

      


      
        	
                 
      

              	
                ii.

              	
                Grifco
      will contribute the following interests (the "Genesis Transferred
      Interests") to Parent in exchange for $24,500,000, comprised of
      $7,833,333 in cash and $16,666,667 in the form of a specified number of
      Parent's newly issued common units (the "Grifco
      Units"), valued at a price per unit equal to the five day trading
      average of such units ending with the second day following the
      closing:

              


      

      


      (x)          
 9.33% of all the membership interests in DG JV;

      


      (y)           25.00%
of all the membership interest in Marine Holdings; and

      


      (z)           17.50%
of all the membership interest in Marine Transportation (with the balance of
such membership interest being owned by Grifco (30.00%) and Marine Holdings
(52.50%));

      


      
        	
                 
      

              	
                iii.

              	
                Parent
      will contribute the Genesis Transferred
      Interests to Genesis OLP, which will then contribute such Genesis
      Transferred Interests to Genesis
Marine;

              


      

      


      
        	
                 
      

              	
                iv.

              	
                Marine
      Transportation redeemed all of its membership interest held by Grifco
      (30.00%), resulting in Marine Transportation being owned 75.00% by Marine
      Holdings and 25.00% by Genesis
Marine;

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                v.

              	
                TD
      Marine, Grifco, Genesis Marine and certain of their affiliates will
      execute the limited liability company agreement of DG JV (the "DG JV LLC
      Agreement") to acknowledge their rights and obligations as members
      of DG JV and to allow Grifco, Parent and Genesis OLP to transfer their
      interests in DG JV as contemplated by that agreement and to release such
      transferring parties from any and all obligations under that agreement,
      resulting in TD Marine and Genesis Marine being the sole remaining members
      of DG JV and the only parties with any rights or obligations under that
      agreement.  Upon the execution of the DG JV LLC Agreement, the
      90.67% membership interest in DG JV owned
      by  TD Marine will constitute Class A Membership Interests and
      the 9.33% membership interest in DG JV owned by Genesis
      Marine will constitute Class B Membership Interests under the DG JV LLC Agreement;
      and

              


      

      


      
        	
                 
      

              	
                vi.

              	
                Grifco,
      Parent, Genesis Marine and certain of their affiliates will execute the
      limited liability company agreement of each of Marine Holdings and Marine
      Transportation to acknowledge their rights and obligations as members of
      Marine Holdings and Marine Transportation and to allow Grifco, Parent and
      Genesis OLP to transfer their interests in Marine Holdings and Marine
      Transportation as contemplated by those agreements and to release such
      transferring parties from any and all obligations under that agreement,
      resulting in DG JV and Genesis Marine being the sole remaining members of
      Marine Holdings and the only parties with any rights or obligations under
      that agreement, and resulting in Marine Holdings and Genesis Marine being
      the sole remaining members of Marine Transportation and the only parties
      with any rights or obligations under that
  agreement.

              


      

      


      8.            Parent
will redeem from TD Marine (or one or more of its Affiliates) a number of Parent
common units (the "Davison
Units") equal to the number of the Grifco Units for
$16,666,667.

      


      9.          
 The parties hereto desire to enter into this Agreement to set forth their
relative rights and obligations relating to the transactions contemplated
hereby.

      


      NOW,
THEREFORE, the parties hereto stipulate and agree as follows:

      


      ARTICLE
I.

      DEFINITIONS

      


      Section
1.1            Definitions.  Capitalized
terms used, but not defined herein, shall have the meaning ascribed to them in
the Contribution Agreement.  The following terms as used in this
Agreement shall have the following meanings:


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      "Adverse
Consequences" means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid
in settlement, liabilities, Obligations, Taxes, liens, losses (including any
diminution in value), expenses, and fees, including court costs and attorneys'
fees and expenses, but excluding (except as provided in Section 9 of the
Contribution Agreement) punitive exemplary, special, indirect and consequential
damages.

      


      "Affiliate"
means, with respect to any relevant Person, (a) any other Person that directly
or indirectly, through one or more intermediaries, Controls, is Controlled by,
or is under common Control with, the relevant Person and (b) with respect to any
individual, such individual's spouse and the direct descendants of such
individual and such spouse who are within the second degree of
kinship.  Notwithstanding the foregoing, (i) each of TD Marine and its
Affiliates will be deemed not to be an Affiliate of Parent or Genesis Marine or any
of their Affiliates, and vice versa and (ii) the following will be deemed to be
Affiliates of TD Marine: so long as he owns (directly or indirectly) an interest
in TD Marine, each of James Davison, Steve Davison and Todd Davison and each of his
Affiliates.

      


      "Agreement"
shall have the meaning set forth in the Preamble.

      


      "Business
Day" means Monday through Friday of each week, except that a legal
holiday recognized as such by the government of the United States or the State
of Texas will not be regarded as a Business Day.

      


      "Contribution
Agreement" shall have the meaning set forth in the Preamble.

      


      "Davison
Parties" shall have the meaning set forth in the Preamble.

      


      "Davison
Units" shall have the meaning set forth in the Introduction.

      


      "DG JV"
shall have the meaning set forth in the Introduction.

      


      "DG JV LLC
Agreement" shall have the meaning set forth in the
Introduction.

      


      "Genesis Credit
Facility" means a proposed senior subordinated credit facility to be entered into by DG
JV, Marine Holdings, Marine Transportation, and Genesis Marine, which may be
used to fund some of the jointly owned company's future growth.

      


      "Genesis
OLP" means Genesis Crude Oil, L.P., a Delaware limited
partnership.

      


      "Genesis
Parties" shall have the meaning set forth in the Preamble.

      


      "Genesis
Marine" shall have the meaning set forth in the Preamble.

      


      "Genesis
Transferred Interests" shall have the meaning set forth in the
Introduction.

      


      "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.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      "Grifco"
shall have the meaning set forth in the Introduction.

      


      "Grifco
Units"
shall have the meaning set forth in the Introduction.

      


       "James
Davison" shall have the meaning set forth in the Preamble.

      


       "JV Credit
Facility" means a $75,000,000 senior secured revolving credit facility to
be entered into by DG JV upon the terms substantially similar to those reflected
in the term sheet attached as Exhibit A, or as
otherwise modified by unanimous consent of TD Marine and Parent (such consent
not to be unreasonably withheld or delayed).

      


      "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.

      


      "LLC
Agreements" means the DG JV LLC Agreement and the
limited liability company agreements of each of Marine Holdings and Marine
Transportation.

      


      "Marine
Holdings" shall have the meaning set forth in the
Introduction.

      


      "Marine
Redemption" means Marine Transportation's redemption of all of its
membership interest held by Grifco (30.00%) for $30,000,000 in cash pursuant to
the terms of the Marine Redemption Agreement.

      


      "Marine Redemption
Agreement" means the Redemption Agreement to be entered into by and among
Grifco, Genesis Marine, Marine Holdings and Marine Transportation, pursuant to
which Marine Transportation will redeem all of its membership interests held by
Grifco.

      


      "Marine
Transportation" shall have the meaning set forth in the
Introduction.

      


      "Organizational
Documents" means the articles of incorporation, certificate of
incorporation, charter, bylaws, articles or certificate of formation,
regulations, limited liability company operating agreement, certificate of
limited partnership, partnership agreement and all other similar documents,
instruments or certificates executed, adopted or filed in connection with the
creation, formation or organization of a Person, including any amendments
thereto.

      


      "Parent"
shall have the meaning set forth in the Preamble.

      


      "Party" and
collectively as the "Parties"
means each of the Davison Parties and the Genesis
Parties.

      


      "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.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      "Redemption
Price" shall have the meaning set forth in Section
2.1.

      


      "Steve
Davison" shall have the meaning set forth in the Preamble.

      


      "TD Marine"
shall have the meaning set forth in the Preamble.

      


      "Todd
Davison" shall have the meaning set forth in the Preamble.

      


      "Transaction
Agreements" means the Contribution Agreement, the Employment Agreements,
the Non-Competition Agreements, the Security Agreement, the Parent Guaranty, the
Acquired Assets Contribution Agreement, the Acquired Equity Interest Assignment,
the Acquired Equity Interest Contribution Agreement, the Vessel Conveyance
Documents, the Vessel Certificates and Reports, and all other bills of sale and
contracts executed and delivered in connection with the transactions
contemplated in the Contribution Agreement.

      


      "Transaction
Failure" shall have the meaning set forth in Section
5.1.

      


      ARTICLE
II.

      REDEMPTION
OF DAVISON UNITS

      


      Section
2.1           Redemption
of Redeemed Units.  Contemporaneously with the Closing, (i) TD
Marine will (or will cause one or more of its Affiliates to) sell, assign,
convey and transfer to Parent, and Parent will redeem from TD Marine (or one or
more of its Affiliates), the Davison Units and all rights incident to such units
for $16,666,667 in cash (the "Redemption
Price"), (ii) TD Marine will deliver to Parent good and marketable title
to the Davison Units free and clear of all Encumbrances (other than those
arising under the Parent partnership agreement or constituting restrictions on
transfer under applicable securities laws), along with unit certificates
representing the Davison Units duly endorsed to Parent, and (iii) Parent will
not deliver such cash Redemption Price directly to TD Marine, but instead shall
deliver it to the Sellers as a portion of the Cash Consideration paid pursuant
to Section 2(b) of the Contribution Agreement for the benefit and on behalf of
TD Marine.  The Davison Parties hereby acknowledge and warrant that
(x) neither the Davison Units, nor any interest in the Davison Units,
constitutes community property or is subject to any claims of third parties, (y)
TD Marine has full right and authority to transfer (or to cause its applicable
Affiliates to transfer) the Davison Units to Parent and no rights, options or
warrants to purchase any of the Davison Units have been granted by TD Marine
(other than as specifically set forth in this Agreement), and (z) on and after
the Closing Date, none of the Davison Parties nor any of their Affiliates shall
have any ownership interest (direct or indirect) in the Davison Units, and that
each such Person shall relinquish any and all claims to any income from or
appreciation in the value of or other rights in respect of Davison Units,
whether resulting from the present or future activities of Parent; provided, however, that TD Marine and
any of its Affiliates who hold the TD Marine Units will be entitled to receive
only a pro rata share of the distribution on the TD Marine Units attributable to
the calendar quarter in which the Closing occurs, based on the number of days
during such quarter in which such Persons are record holders of the TD Marine
Units, and if any such Persons receive more than their pro rata share, TD Marine
shall promptly pay such excess amount to Genesis Marine (or its designee), and
if any such Persons receive less than their pro rata share, Genesis Marine shall
promptly pay (or cause to be paid) such excess amount to TD
Marine.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      ARTICLE
III.

      COVENANTS
CONCERNING THE DAVISON PARTIES

      


      Section
3.1           Consummation
of Certain Transactions.  The Davison Parties shall use their
commercially reasonable best efforts to (a) assist the Genesis Parties in
meeting their obligations under the Transaction Agreements, including satisfying
the conditions to Closing under the Contribution Agreement, (b) at or prior to
Closing, consummate the financing contemplated by the JV Credit Facility,
including pledging its membership interests in DG JV and causing DG JV to pledge
its assets (including DG JV's membership interests in Marine Holdings and Marine
Transportation), as contemplated by the term sheet attached as Exhibit A, which may be modified by unanimous
consent of TD Marine and Parent (such consent not to be unreasonably withheld or
delayed), and (c) make any filings under the HSR Act that are required to
consummate the transactions contemplated by the Transaction
Agreements.

      


      Section
3.2           Actions
upon Closing.  Contemporaneous with the Closing, the Davison
Parties shall cause TD Marine to (a) deliver $25,500,000 in cash to the Sellers
as part of the Cash Consideration contemplated by the Contribution Agreement in
exchange for 90.67% of the membership interest in DG JV, such $25,500,000 which
will be comprised of (i) $8,833,333 in cash to be paid from TD Marine to the
Sellers and (ii) the $16,666,667 in cash Redemption Price to be delivered to the
Sellers by Parent on behalf of TD Marine, (b) cause Marine Transportation to pay
a total of $30,000,000 to the Sellers in the Marine Redemption, (c) consummate
the Redemption provided for in Section
2.1 above, (d) execute the LLC Agreement of DG JV and perform its
obligations thereunder and to cause DG JV and Marine Holdings to execute the LLC
Agreements of Marine Holdings and Marine Transportation and to perform their
respective obligations thereunder, (e) cause DG JV and/or its Affiliates to
execute the JV Credit Facility and to apply the proceeds pursuant to the terms
of the DG JV LLC Agreement, and (f) cause Marine Transportation to (i) assume
all of the remaining obligations of Genesis Marine under the Contribution
Agreement, including the obligations to make the final purchase price payments
of approximately $12,000,000 in cash for the Trinity Barges and the Jeffboat
Barges and (ii) pay the costs of the Genesis Parties and TD Marine incurred in
connection with the preparation, execution and performance of the Transaction
Agreements.

      


      ARTICLE
IV.

      COVENANTS
CONCERNING THE GENESIS PARTIES

      


      Section
4.1           Consummation
of Certain Transactions.  Each of the Genesis Parties shall use
its commercially reasonable best efforts to (a)  meet its obligations
under the Transaction Agreements, including satisfying the conditions to Closing
under the Contribution Agreement, (b) at or prior to Closing, consummate the
financing contemplated by the JV Credit Facility, including pledging its
membership interests in DG JV and permitting DG JV to pledge its assets
(including DG JV's membership interests in Marine Holdings and Marine
Transportation), as contemplated by the term sheet attached as Exhibit A, which may be modified by unanimous
consent of TD Marine and Parent (such consent not to be unreasonably withheld or
delayed), and (c) make any filings under the HSR Act that are required to
consummate the transactions contemplated by the Transaction
Agreements.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      Section
4.2           Actions
upon Closing.  Contemporaneous with the Closing, Parent shall
(a) deliver $24,500,000 in consideration to the Sellers in exchange for 9.33% of
the membership interests in DG JV, 25.00% of the membership interests in Marine
Holdings and 17.5% of the membership interests in Marine Transportation, such
$24,500,000 which will be comprised of (i) $16,666,667 in the form of Grifco
Units and (ii) $7,833,333 in cash paid from Parent to the Sellers as part of the
Cash Consideration, (b) cause Marine Transportation to pay a total of
$30,000,000 to the Sellers in the Marine Redemption, (c) consummate the
Redemption provided for in Section
2.1 above, (d) cause Genesis Marine to execute the LLC Agreements and
perform its obligations thereunder, (e) contribute the Genesis Transferred
Interests to Genesis OLP, and cause Genesis OLP  to thereafter
contribute the same to Genesis Marine, and (f) assign to Marine Transportation
to all of the remaining obligations of Genesis Marine under the Contribution
Agreement.

      


      Section
4.3            Tax
Information.  Parent shall provide to TD Marine by January 31,
2009, the information necessary to allow each Davison Party to file the
statement required by the second sentence of Treasury Regulation Section
1.751-1(b)(5).

      


      ARTICLE
V.

      COVENANTS
CONCERNING THE PARTIES

      


      Section
5.1           Amendments
to Transaction Agreements.  The
Parties agree that neither Parent nor Genesis Marine shall cause or permit any
Transaction Agreement to be amended or assigned, or waive any of its rights
under any Transaction Agreement, without the prior written consent of TD Marine
(which consent may not be unreasonably withheld or delayed).

      


      Section
5.2           Failure
to Consummate the Transactions.  Each of the Davison Parties
and the Genesis Parties agrees that if the transactions contemplated by the
Transaction Agreements are not consummated (a "Transaction
Failure") as a result of:

      


      (a)           the
failure by Grifco and/or its affiliates to
perform their obligations under the Transaction Agreements or any other event
not attributable to the conduct of either the Davison Parties or the Genesis
Parties, the Genesis Parties shall bear their own costs and those incurred by
the Davison Parties in connection with the
preparation, execution and performance of the Transaction
Agreements,

      


      (b)           the
failure of the Genesis Parties to perform their obligations under the
Transaction Agreements, or if there is any inaccuracy, violation or breach of
any of the representations, warranties, covenants or agreements relating to the
Genesis Parties contained in this Agreement or in any Transaction Agreement,
then (i) in the event of a Transaction Failure, the Genesis Parties shall bear
their own costs and shall reimburse the Davison Parties for their costs
incurred in
connection with the preparation, execution and performance of the Transaction
Agreements, and (ii) the Genesis Parties shall RELEASE,
INDEMNIFY AND HOLD HARMLESS the Davison Parties, and each of their respective
directors, officers, partners, members, employees, agents, successors and
assigns (including DG JV and its subsidiaries) for any Adverse Consequences
actually suffered by such Person resulting from such failure by the Genesis
Parties to perform their obligations under the Transaction Agreements or from
any inaccuracy, violation or breach of any of the representations, warranties,
covenants or agreements of the Genesis Parties contained in
this Agreement or in any Transaction Agreement, and


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      (c)           the
failure of the Davison Parties to perform their obligations under this
Agreement, or if there is any inaccuracy, violation or breach of any of the
representations, warranties, covenants or agreements relating to the
Davison Parties
contained in this Agreement, then (i) in the event of a Transaction Failure, the
Davison Parties shall bear their own costs and shall reimburse the Genesis
Parties for their costs incurred in connection with the preparation, execution
and performance of the Transaction Agreements, and (ii) the Davison Parties
shall RELEASE, INDEMNIFY AND HOLD HARMLESS the Genesis Parties, and each of
their respective directors, officers, partners, members, employees, agents,
successors and assigns for any Adverse Consequences actually suffered by such
Person (including, to the extent applicable, any amounts paid by the Genesis
Parties to the Sellers under the Transaction Agreements as a result of such
Transaction Failure) resulting from such failure by the Davison Parties to
perform their obligations under this Agreement or from any inaccuracy, violation
or breach of any of the representations, warranties, covenants or agreements of
the Davison Parties contained in this Agreement.

      


      NO PARTY
HERETO (OR ITS AFFILIATES) SHALL HAVE THE RIGHT TO INDEMNIFICATION HEREUNDER FOR
ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, SPECULATIVE, TREBLE OR
PUNITIVE DAMAGES (INCLUDING ANY LOSS OF EARNINGS OR PROFITS, LOSS OF REVENUE OR
INCOME, COST OF CAPITAL OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY) SUFFERED
BY SUCH PARTY UNLESS SUCH DAMAGES WERE INCURRED BY A THIRD PARTY AND ARE THE
SUBJECT OF A CLAIM FOR WHICH A PARTY HERETO MAY OTHERWISE BE INDEMNIFIED
PURSUANT HERETO.

      


      Section
5.3           Financing
and Potential Acquisitions.

      


      (a)           Each
of the Parties agrees that at or after the Closing, the Parties will use their
commercially reasonable efforts to agree upon terms under which DG JV and
Genesis Marine would enter into the Genesis Credit
Facility.  Under the Genesis Credit Facility, Genesis
Marine would have the option (but not the obligation) to make (or not to make)
commitments thereunder from time to time on a financing-by-financing
basis.

      


      ARTICLE
VI.

      REPRESENTATIONS
AND WARRANTIES

      CONCERNING
THE TD MARINE

      


      TD Marine
hereby represents and warrants to each of Parent and Genesis Marine that the
following statements contained in this Article VI are true
and correct.

      


      Section
6.1           Organization
and Good Standing.  TD Marine is duly organized, validly
existing and in good standing under the Laws of the State of
Delaware.  TD Marine is duly qualified and in good standing under the
Laws of each other jurisdiction that requires qualification.  TD
Marine has full power and authority to carry on the business in which it is
engaged, and to own and use the properties owned and used by it.  TD
Marine has delivered to Parent and Genesis Marine correct and complete copies of
TD Marine's Organizational Documents, as amended to date.  TD Marine
is not in breach of any provision of its Organizational
Documents.  There are no proposed, pending or, to TD Marine's
Knowledge, threatened action (or, to TD Marine's Knowledge, basis therefor) the
dissolution, liquidation, insolvency or rehabilitation of TD
Marine.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      Section
6.2           Authorization
of Transaction.  This Agreement constitutes and, when executed,
the LLC Agreements and each other Transaction Agreement to which any Davison
Party is a party will constitute, the valid and legally binding obligation of
such Davison Party, enforceable against such Person in accordance with its terms
and conditions, subject, however, to the effects of bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting creditors' rights generally
and to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).  TD Marine has
received all approvals required under applicable law from its stockholders,
partners or members, as the case may be, of the execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby.  No Davison Party needs to give any notice to, make any filing
with or obtain any authorization, consent or approval of any Governmental
Authority or any other Person to consummate the transactions contemplated by the
Transaction Agreements (except to the extent disclosed in the Contribution
Agreement) to which any Davison Party is a party.

      


      Section
6.3           Noncontravention.  Neither
the execution and delivery of this Agreement, the LLC Agreements or any
Transaction Agreement to which any Davison Party is a party, nor the
consummation of any of the transactions contemplated hereby or thereby, shall,
(A) violate any statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge or other restriction of any Governmental Authority to which any
Davison Party is subject or (B) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any Person the right
to accelerate, terminate, modify or cancel or require any notice, payment or
lien under any agreement, contract, lease, license, instrument or other
arrangement to which any Davison Party is a party, or by which any Davison Party
is bound or to which any of its assets are subject, except where the violation,
conflict, breach, default, acceleration, termination, modification,
cancellation, failure to give notice, right to payment or other compensation or
encumbrance would not, individually or in the aggregate, delay or materially
affect the ability of any Davison Party to consummate the transactions
contemplated by such Transaction Agreement, the LLC Agreements or this
Agreement.

      


      ARTICLE
VII.

      REPRESENTATIONS
AND WARRANTIES

      CONCERNING
THE GENESIS PARTIES

      


      Each of
Parent and Genesis Marine represents and warrants to each Davison Party that the
following statements contained in this Article VII are true
and correct.

      


      Section
7.1           
Organization
and Good Standing.  Each of the Genesis Parties is duly
organized, validly existing and in good standing under the Laws of the State of
Delaware and is duly qualified and in good standing under the Laws of each other
jurisdiction that requires qualification.  Each of the Genesis Parties
has full power and authority to carry on the business in which it is engaged,
and to own and use the properties owned and used by it.  Each of the
Genesis Parties has delivered to TD Marine correct and complete copies of each
of the Genesis Parties' Organizational Documents, as amended to
date.  None of the Genesis Parties are in breach of any provision of
its Organizational Documents. There is no proposed, pending or, to the Genesis
Parties' Knowledge, threatened action (or, to the Genesis Parties' Knowledge,
basis therefor) the dissolution, liquidation, insolvency or rehabilitation of
any Genesis Party.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      Section
7.2           Authorization
of Transaction. This Agreement constitutes, and when executed, the LLC
Agreements and each other Transaction Agreement to which any Genesis Party is a
party will constitute, the valid and legally binding obligation of such Genesis
Party, enforceable against such Person in accordance with its terms and
conditions, subject, however, to the effects of bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting creditors' rights generally
and to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).  Each of the
Genesis Parties has received all approvals required under applicable law from
its stockholders, board, partners or members, as the case may be, of the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby.  None of the Genesis Parties needs
to give any notice to, make any filing with or obtain any authorization, consent
or approval of any Governmental Authority or any other Person to consummate the
transactions contemplated by the Transaction Agreements (except to the extent
disclosed in the Contribution Agreement) to which any Genesis Party is a
party.

      


      Section
7.3           Noncontravention.  Neither
the execution and delivery of this Agreement, the LLC Agreements or any
Transaction Agreement to which either of the Genesis Parties is a party, nor the
consummation of any of the transactions contemplated hereby or thereby, shall,
(A) violate any statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge or other restriction of any Governmental Authority to which any
Genesis Party are subject or (B) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in any Person
the right to accelerate, terminate, modify or cancel or require any notice,
payment or lien under any agreement, contract, lease, license, instrument or
other arrangement to which any Genesis Party is a party, or by which any Genesis
Party is bound or to which any of their assets are subject, except where the
violation, conflict, breach, default, acceleration, termination, modification,
cancellation, failure to give notice, right to payment or other compensation or
encumbrance would not, individually or in the aggregate, delay or materially
affect the ability of any Genesis Party to consummate the transactions
contemplated by such Transaction Agreement, the LLC Agreements or this
Agreement.

      


      ARTICLE
VIII.

      MISCELLANEOUS

      


      Section
8.1           No Third
Party Beneficiaries.  Any agreement herein contained, expressed
or implied, is only for the benefit of the Parties and their respective legal
representatives, successors, and assigns, and such agreements will not inure to
the benefit of any other Person whomsoever, it being the intention of the
Parties hereto that no Person will be deemed a third party beneficiary of this
Agreement.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Section
8.2           Successors.  All
of the terms, agreements, covenants, representations, warranties, and conditions
of this Agreement are binding upon, and inure to the benefit of and are
enforceable by, the Parties and their respective successors.

      


      Section
8.3           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original but all of which together will constitute one and the same
instrument.

      


      Section
8.4           Remedies.  Except
as expressly provided herein, the rights, obligations and remedies created by
this Agreement are cumulative and in addition to any other rights, obligations
or remedies otherwise available at law or in equity.  Except as
expressly provided herein, nothing herein will be considered an election of
remedies.

      


      Section
8.5           Headings.  The
article and Section headings contained in this Agreement are inserted for
convenience only and will not affect in any way the meaning or interpretation of
this Agreement.

      


      Section
8.6           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 if (and then three 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:

      


      
        	
                 
      

              	
                If to a Davison
      Party:

              	
                TD
      Marine, LLC

              


      

      207 W.
Alabama


      Ruston,
LA 71270

      
        	
                 
      

              	
                Telephone:

              	
                (318)
      255-2511

              


      

      
        	
                 
      

              	
                Fax:

              	
                (318)
      255-2659

              


      

      


      
        	
                 
      

              	
                If to a Genesis
      Party:

              	
                Genesis
      Marine Investments, LLC

              


      

      500
Dallas, Suite 2500


      Houston,
TX 77002


      
        	
                 
      

              	
                Telephone:

              	
                (713)
      860-2500

              


      

      
        	
                 
      

              	
                Fax:

              	
                (713)
      860-2647

              


      

      


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

      


      Akin Gump
Strauss Hauer & Feld LLP


      Attn: J.
Vincent Kendrick


      1111
Louisiana, Suite 4400

      Houston,
Texas 77002


      
        
          
            
              	
                      
                      

                    	
                      Telephone:

                    	
                      (713)
      220-5839

                    


            

          

        

      

      
        	
                 
      

              	
                Fax:

              	
                (713)
      236-0822

              


      

       

      Any Party
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,
telex, ordinary mail or electronic mail), but no such notice, request, demand,
claim or other communication will 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 Parties notice
in the manner herein set forth.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      Section
8.7           Governing
Law; Venue; Service of Process; Waiver of Jury Trial.

      


      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, PROVIDED, HOWEVER, THAT ALL REAL PROPERTY MATTERS SHALL BE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE IN
WHICH SUCH PROPERTY IS LOCATED.

      


      (a)           EACH
PARTY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN
HOUSTON, TEXAS, IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND
AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION MAY BE HEARD AND DETERMINED IN
ANY SUCH COURT.  EACH PARTY ALSO AGREES NOT TO BRING ANY ACTION
ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER
COURT.  NOTHING IN THIS Section 8.7 WILL
AFFECT THE RIGHT OF ANY PARTY TO BRING ANY ACTION ARISING OUT OF OR RELATING TO
THIS AGREEMENT IN ANY OTHER COURT.  EACH PARTY AGREES THAT A FINAL
JUDGMENT IN ANY ACTION SO BROUGHT WILL BE CONCLUSIVE AND MAY BE ENFORCED BY
ACTION ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED AT LAW OR IN EQUITY. EACH
PARTY WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION
SO BROUGHT AND WAIVES ANY BOND, SURETY, OR OTHER SECURITY THAT MIGHT BE REQUIRED
OF ANY OTHER PARTY WITH RESPECT THERETO.

      


      (b)           EACH
PARTY 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 SECTION
12(M) OR BY ANY OTHER MEANS PERMITTED BY THE LAWS OF THE STATE OF
TEXAS.

      


      (c)           THE
PARTIES EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY
DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS
RELATING HERETO. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF
ANY AND ALL ACTION THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS AGREEMENT, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES EACH
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED
FUTURE DEALINGS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL
APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE EVENT
OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A
COURT.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      Section
8.8           Amendments
and Waivers.  No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by each
Party.  A waiver or consent, express or implied, to or of any breach
or default by any Person in the performance by that Person of its obligations is
not a consent or waiver to or of any other breach or default in the performance
by that Person of the same.  Failure on the part of a Person to
complain of any act of any other Person, irrespective of how long that failure
continues, does not constitute a waiver by that Person of its rights with
respect to that default until the applicable statute-of-limitations period has
run.

      


      Section
8.9           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.

      


      Section
8.10         Construction.  The
Parties 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 and no presumption or burden of proof shall arise favoring or
disfavoring any Party 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.  Except to
the extent expressly provided to the contrary, references to a Party 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.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      Section
8.11       Entire
Agreement. THIS AGREEMENT (INCLUDING THE DOCUMENTS REFERRED TO HEREIN)
CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES IN RESPECT OF
ITS SUBJECT MATTER AND SUPERSEDES ALL PRIOR UNDERSTANDINGS, AGREEMENTS, OR
REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN OR ORAL.

      


      Section
8.12         Specific
Performance.  Each Party acknowledges and agrees that the other
Parties would be damaged irreparably if any provision of this Agreement is not
performed in accordance with its specific terms or is otherwise
breached.  Accordingly, each Party agrees that the other Parties will
be entitled to 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.

      


      Section
8.13         Non-Recourse
to General Partner.  Neither Parent's general partner nor any
other owner of equity interests in the Genesis Parties shall be liable for the
obligations of the Genesis Parties under this Agreement or any of the
Transaction Agreements, including, in each case, by reason of any payment
obligation imposed by governing state partnership statutes.

      


      Section
8.14         Joint and
Several Obligations.  Notwithstanding anything to the contrary
in this Agreement, the covenants, agreements and obligations of, and the
representations made by or attributable to each Davison Party or Genesis Party
pursuant to this Agreement, including obligations to make indemnity payments,
will be deemed to be made by and attributable to all Davison Parties or Genesis
Parties, as the case may be, jointly and severally, and any Genesis Party or
Davison Party, as the case may be, will have the right to pursue remedies
against such Persons without any obligation to give notice to or pursue remedies
against any other Person; provided, however, that James
Davison's, Steve Davison's and Todd Davison's aggregate obligations under this
Agreement shall not exceed $25,500,000.

      


      


      [Signature
Pages Follow]


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed in
counterparts.

       

      
        	 
      	
                Genesis
      Energy, L.P.

              
	 
      	 
      
	 
      	
                By:

              	
                Genesis
      Energy, Inc., its sole general partner

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Grant E. Sims

              
	 
      	
                Name:

              	
                Grant
      E. Sims

              
	 
      	
                Title:

              	
                Chief
      Executive Officer

              
	 
      	 
      
	 
      	 
      
	 
      	
                Genesis
      Marine Investments, LLC

              
	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/  Ross
      A. Benavides

              
	 
      	
                Name:

              	
                Ross
      A. Benavides

              
	 
      	
                Title:

              	
                Chief
      Financial Officer

              
	 
      	 
      
	 
      	 
      
	 
      	
                TD
      Marine, LLC

              
	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/  Todd
      A. Davison

              
	 
      	
                Name:

              	
                Todd
      A. Davison

              
	 
      	
                Title:

              	
                Chief
      Executive Officer

              
	 
      	 
      
	 
      	 
      
	 
      	
                James
      E. Davison

              
	 
      	 
      
	 
      	
                /s/
      James E. Davison

              
	 
      	 
      
	 
      	 
      
	 
      	
                Steven
      K. Davison

              
	 
      	 
      	 
      
	 
      	
                /s/
      Steven K. Davison

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Todd
      A. Davison

              
	 
      	 
      
	 
      	
                /s/
      Todd A. Davison

              


      

       

       

      [Signature
Page to Omnibus Agreement]