Unassociated Document


    
      

    

    Exhibit
10.1

     

    Execution
Copy

     

    
      
      

       

      
        	 	 	 
	 	
                CONTRIBUTION AND SALE
      AGREEMENT

              	 
	 	 	 


      

      
 

    

    By
and Among

     

    Grifco
Transportation, Ltd., Grifco Transportation Two, Ltd., and Shore Thing,
Ltd.

     

    (Sellers)

     

    and

     

    Genesis
Marine Investments, LLC

    (Investor)

     

    and

     

    Genesis
Energy, L.P.

    (Parent)

     

    and

     

    TD
Marine, LLC

    (TD
Marine)

     

    
      
        	 	 	 


      

       

    

    covering
the acquisition of substantially all of the assets of Sellers constituting
the

     

    Grifco Inland Marine Transportation
Business

    (the
Acquired Assets)

     

    through
the sale of all of the equity interests in

     DG
JV, LLC, DG Marine Holdings, LLC , DC Marine Transportation, LLC

     and
the indirect acquisition of Grifco Transportation Two, Ltd.,

    (the
Acquired Companies)

     

    
      
        	 	 	 


      

       

       

    

    June 11,
2008


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

     

    
      	 
      	
              Page

            
	 	 
	
              1.

            	
              DEFINITIONS

            	
              1

            
	 	 	 
	
              2.

            	
              CONTRIBUTION,
      SALE AND REDEMPTION

            	
              16

            
	 
      	
              (a)

            	
              Contribution
      and Sale of Acquired Assets and Redemption

            	
              16

            
	 
      	
              (b)

            	
              Sequence
      of Transfer

            	
              17

            
	 
      	
              (c)

            	
              Consideration
      and Allocation

            	
              18

            
	 
      	
              (d)

            	
              The
      Closing

            	
              19

            
	 
      	
              (e)

            	
              Sellers’
      Deliveries at the Closing

            	
              20

            
	 
      	
              (f)

            	
              Investor
      Deliveries at the Closing

            	
              21

            
	 
      	
              (g)

            	
              Proposed
      Closing Statement and Post-Closing Adjustment

            	
              22

            
	 
      	
              (h)

            	
              Assumed
      Obligations

            	
              23

            
	 	 	 	 
	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES CONCERNING THE INVESTOR PARTIES

            	
              24

            
	 
      	
              (a)

            	
              Organization
      and Good Standing

            	
              24

            
	 
      	
              (b)

            	
              Authorization
      of Transaction

            	
              24

            
	 
      	
              (c)

            	
              Noncontravention

            	
              24

            
	 
      	
              (d)

            	
              Brokers’
      Fees

            	
              25

            
	 
      	
              (e)

            	
              Title
      to and Condition of Assets

            	
              25

            
	 
      	
              (f)

            	
              Capitalization

            	
              25

            
	 
      	
              (g)

            	
              Subsidiaries

            	
              25

            
	 
      	
              (h)

            	
              Damage,
      Casualty, Etc

            	
              25

            
	 
      	
              (i)

            	
              Legal
      Compliance

            	
              25

            
	 
      	
              (j)

            	
              Tax
      Matters

            	
              25

            
	 
      	
              (k)

            	
              Contracts
      and Commitments

            	
              26

            
	 
      	
              (l)

            	
              Permits

            	
              27

            
	 
      	
              (m)

            	
              Litigation

            	
              27

            
	 
      	
              (n)

            	
              Environmental
      Matters

            	
              27

            
	 
      	
              (o)

            	
              SEC
      Reports

            	
              28

            
	 
      	
              (p)

            	
              Public
      Utility

            	
              28

            
	 
      	
              (q)

            	
              Investment
      Company

            	
              28

            
	 
      	
              (r)

            	
              Independent
      Accountants

            	
              28

            
	 
      	
              (s)

            	
              No
      Other Representations or Warranties

            	
              29

            
	 
      	
              (t)

            	
              No
      Reliance

            	
              29

            
	 	 	 	 
	
              4.

            	
              REPRESENTATIONS
      AND WARRANTIES CONCERNING THE SELLERS, THE COMPANY ASSETS AND
      BUSINESS

            	
              29

            
	 
      	
              (a)

            	
              Organization
      and Good Standing

            	
              29

            
	 
      	
              (b)

            	
              Authorization
      of Transaction

            	
              29

            
	 
      	
              (c)

            	
              Noncontravention

            	
              30

            
	 
      	
              (d)

            	
              Brokers’
      Fees

            	
              30

            
	 
      	
              (e)

            	
              Title
      to and Condition of Assets

            	
              30

            
	 
      	
              (f)

            	
              Capitalization

            	
              31

            


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

     

    
      	 
      	
              (g)

            	
              Subsidiaries

            	
              32

            
	 
      	
              (h)

            	
              Damage,
      Casualty, Etc

            	
              32

            
	 
      	
              (i)

            	
              Legal
      Compliance

            	
              33

            
	 
      	
              (j)

            	
              Tax
      Matters

            	
              33

            
	 
      	
              (k)

            	
              Signing
      Date Contracts and Commitments

            	
              33

            
	 
      	
              (l)

            	
              Permits

            	
              35

            
	 
      	
              (m)

            	
              Litigation

            	
              35

            
	 
      	
              (n)

            	
              Environmental
      Matters

            	
              36

            
	 
      	
              (o)

            	
              Financial
      Statements

            	
              37

            
	 
      	
              (p)

            	
              Encumbrances
      for Borrowed Money

            	
              37

            
	 
      	
              (q)

            	
              Preferential
      Purchase Rights

            	
              38

            
	 
      	
              (r)

            	
              Company
      Real Property

            	
              38

            
	 
      	
              (s)

            	
              Customers,
      Vendors and Suppliers

            	
              38

            
	 
      	
              (t)

            	
              Intellectual
      Property

            	
              38

            
	 
      	
              (u)

            	
              Receivables

            	
              38

            
	 
      	
              (v)

            	
              Insurance

            	
              38

            
	 
      	
              (w)

            	
              Inventory

            	
              40

            
	 
      	
              (x)

            	
              Employees

            	
              40

            
	 
      	
              (y)

            	
              Affiliate
      Services

            	
              42

            
	 
      	
              (z)

            	
              Seller
      Status

            	
              42

            
	 
      	
              (aa)

            	
              Solvency

            	
              42

            
	 
      	
              (bb)

            	
              U.S.
      Citizen

            	
              42

            
	 
      	
              (cc)

            	
              No
      Other Representations or Warranties

            	
              42

            
	 
      	
              (dd)

            	
              No
      Reliance

            	
              42

            
	 
      	
              (ee)

            	
              Investment
      Intent; Investment Experience; Restricted Securities

            	
              43

            
	 	 	 	 
	
              5.

            	
              PRE-CLOSING
      COVENANTS

            	
              43

            
	 
      	
              (a)

            	
              General

            	
              43

            
	 
      	
              (b)

            	
              Notices,
      Consents and Audited Financial Statements

            	
              43

            
	 
      	
              (c)

            	
              Operation
      of Business

            	
              44

            
	 
      	
              (d)

            	
              Exclusivity

            	
              47

            
	 
      	
              (e)

            	
              Damage
      or Condemnation

            	
              47

            
	 
      	
              (f)

            	
              Full
      Access

            	
              48

            
	 
      	
              (g)

            	
              HSR
      Act

            	
              48

            
	 
      	
              (h)

            	
              Title
      Commitment and Survey

            	
              48

            
	 
      	
              (i)

            	
              Liens
      and Encumbrances

            	
              49

            
	 
      	
              (j)

            	
              Periodic
      Operating Information

            	
              49

            
	 
      	
              (k)

            	
              Insurance

            	
              49

            
	 
      	
              (l)

            	
              Termination
      of Associate Contracts

            	
              50

            
	 
      	
              (m)

            	
              Risk
      of Loss

            	
              50

            
	 
      	
              (n)

            	
              Employees

            	
              50

            
	 
      	
              (o)

            	
              Reorganization

            	
              53

            
	 
      	
              (p)

            	
              AMEX
      Listing

            	
              54

            
	 
      	
              (q)

            	
              Cancellation
      of Letters of Credit

            	
              54

            
	 
      	
              (r)

            	
              Amendment
      of Schedules

            	
              54

            
	 
      	
              (s)

            	
              Surveys

            	
              54

            
	 
      	
              (t)

            	
              Formation
      of Certain Acquired Companies and other Pre-Closing
Actions

            	
              54

            


    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

     

    
      	
              6.

            	
              POST-CLOSING
      COVENANTS

            	
              55

            
	 
      	
              (a)

            	
              General

            	
              55

            
	 
      	
              (b)

            	
              Retained
      Obligations

            	
              56

            
	 
      	
              (c)

            	
              Litigation
      Support

            	
              56

            
	 
      	
              (d)

            	
              Non-assignment;
      Holding Arrangement

            	
              56

            
	 
      	
              (e)

            	
              Ownership
      of Names; Change in Corporate Name

            	
              57

            
	 
      	
              (f)

            	
              Delivery
      and Retention of Records

            	
              57

            
	 
      	
              (g)

            	
              Post-Closing
      Collection Matters

            	
              58

            
	 
      	
              (h)

            	
              Tax
      Clearance Certificates

            	
              58

            
	 
      	
              (i)

            	
              Pro
      Rata Units Distribution

            	
              58

            
	 	
               

            	 	 
	
              7.

            	
              UNIT
      RESTRICTIONS AND INVESTOR’S FIRST PRIORITY LIEN ON PLEDGED
      UNITS

            	
              58

            
	 
      	
              (a)

            	
              Grant
      of Lien

            	
              58

            
	 
      	
              (b)

            	
              Additional
      Lien Documents

            	
              59

            
	 
      	
              (c)

            	
              Securities
      Act Restrictions

            	
              59

            
	 
      	
              (d)

            	
              Lockup
      Agreement

            	
              59

            
	 
      	
              (e)

            	
              Stop
      Transfer Instructions and Legends

            	
              59

            
	 	 	 	 
	
              8.

            	
              CONDITIONS
      TO OBLIGATION TO CLOSE

            	
              60

            
	 
      	
              (a)

            	
              Conditions
      to Obligation of the Investor

            	
              60

            
	 
      	
              (b)

            	
              Conditions
      to Obligation of the Sellers

            	
              62

            
	 	
               

            	 	 
	
              9.

            	
              REMEDIES
      FOR BREACHES OF THIS AGREEMENT

            	
              63

            
	 
      	
              (a)

            	
              Survival
      of Representations and Warranties

            	
              63

            
	 
      	
              (b)

            	
              Indemnification
      Provisions for Benefit of the Investor

            	
              63

            
	 
      	
              (c)

            	
              Indemnification
      Provisions for the Benefit of the Sellers

            	
              64

            
	 
      	
              (d)

            	
              Matters
      Involving Third Parties

            	
              66

            
	 
      	
              (e)

            	
              Indemnification
      if Negligence of Indemnitee

            	
              67

            
	 
      	
              (f)

            	
              No
      Waiver of Rights or Remedies

            	
              67

            
	 
      	
              (g)

            	
              Determination
      of Amount of Adverse Consequences

            	
              67

            
	 
      	
              (h)

            	
              Tax
      Treatment of Indemnity Payments

            	
              67

            
	 
      	
              (i)

            	
              Exclusive
      Post-Closing Remedy

            	
              67

            
	 
      	
              (j)

            	
              Additional
      Remedy Matters

            	
              67

            
	 	 	 	 
	
              10.

            	
              TAX
      MATTERS

            	
              68

            
	 
      	
              (a)

            	
              Post-Closing
      Tax Returns

            	
              68

            
	 
      	
              (b)

            	
              Pre-Closing
      Tax Returns

            	
              68

            
	 
      	
              (c)

            	
              Straddle
      Periods

            	
              68

            
	 
      	
              (d)

            	
              Straddle
      Returns

            	
              68

            
	 
      	
              (e)

            	
              Claims
      for Refund

            	
              69

            
	 
      	
              (f)

            	
              Indemnification

            	
              69

            
	 
      	
              (g)

            	
              Cooperation
      on Tax Matters

            	
              69

            
	 
      	
              (h)

            	
              Certain
      Taxes

            	
              69

            
	 
      	
              (i)

            	
              Confidentiality

            	
              70

            
	 
      	
              (j)

            	
              Audits

            	
              70

            
	 
      	
              (k)

            	
              Control
      of Proceedings

            	
              70

            


    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

     

    
      	 
      	
              (l)

            	
              Powers
      of Attorney

            	
              70

            
	 
      	
              (m)

            	
              Remittance
      of Refunds

            	
              70

            
	 
      	
              (n)

            	
              Purchase
      Price Allocation

            	
              71

            
	 
      	
              (o)

            	
              Closing
      Tax Certificate

            	
              71

            
	 
      	
              (p)

            	
              Tax
      Protection

            	
              71

            
	 	 	 	 
	
              11.

            	
              TERMINATION

            	
              72

            
	 
      	
              (a)

            	
              Termination
      of Agreement

            	
              72

            
	 
      	
              (b)

            	
              Effect
      of Termination

            	
              73

            
	 	 	 	 
	
              12.

            	
              MISCELLANEOUS

            	
              73

            
	 
      	
              (a)

            	
              Confidentiality

            	
              73

            
	 
      	
              (b)

            	
              Insurance

            	
              74

            
	 
      	
              (c)

            	
              Expenses

            	
              74

            
	 
      	
              (d)

            	
              No
      Third Party Beneficiaries

            	
              74

            
	 
      	
              (e)

            	
              Succession

            	
              74

            
	 
      	
              (f)

            	
              Counterparts

            	
              74

            
	 
      	
              (g)

            	
              Incorporation
      of Exhibits and Schedules

            	
              75

            
	 
      	
              (h)

            	
              Set
      off Rights

            	
              75

            
	 
      	
              (i)

            	
              Remedies

            	
              75

            
	 
      	
              (j)

            	
              Headings

            	
              75

            
	 
      	
              (k)

            	
              Notices

            	
              75

            
	 
      	
              (l)

            	
              Governing
      Law; Venue; Service of Process; Waiver of Jury Trial

            	
              76

            
	 
      	
              (m)

            	
              Amendments
      and Waivers

            	
              77

            
	 
      	
              (n)

            	
              Severability

            	
              77

            
	 
      	
              (o)

            	
              Construction

            	
              77

            
	 
      	
              (p)

            	
              Entire
      Agreement

            	
              78

            
	 
      	
              (q)

            	
              Specific
      Performance

            	
              78

            
	 
      	
              (r)

            	
              Joint
      and Several Obligations

            	
              78

            


    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    EXHIBITS AND
SCHEDULES

     

    
      	
              Exhibits:

            	 
      
	 	 
	
              Exhibit
      A:

            	
              Description
      of Company Assets

            
	
              Exhibit
      B-1(A):

            	
              Form
      of Acquired Assets Contribution Agreement (Grifco)

            
	
              Exhibit
      B-1(B):

            	
              Form
      of Acquired Assets Contribution Agreement (Shore Thing)

            
	
              Exhibit
      B-1(C):

            	
              Form
      of Acquired Assets Contribution Agreement (DG JV)

            
	
              Exhibit
      B-1(D):

            	
              Form
      of Acquired Assets Contribution Agreement (Marine
  Holdings)

            
	
              Exhibit
      B-2:

            	
              Form
      of Acquired Equity Interest Assignment Agreement

            
	
              Exhibit
      B-3:

            	
              Form
      of Acquired Equity Interest Contribution Agreement

            
	
              Exhibit
      B-4(A):

            	
              Form
      of Grifco Two Acquired Equity Interest Contribution Agreement (Grifco
      GP)

            
	
              Exhibit
      B-4(B):

            	
              Form
      of Grifco Two Acquired Equity Interest Contribution Agreement
      (Principals)

            
	
              Exhibit
      C:

            	
              Form
      of Deed

            
	
              Exhibit
      D:

            	
              Form
      of Employment Agreement

            
	
              Exhibit
      E:

            	
              Form
      of Non-Competition Agreement

            
	
              Exhibit
      F:

            	
              Form
      of Parent Guaranty

            
	
              Exhibit
      G:

            	
              Form
      of Security Agreement

            
	
              Exhibit
      H:

            	
              Form
      of Protocol Delivery and Acceptance

            
	
              Exhibit
      I:

            	
              Vessel
      Reports and Certificates

            
	
              Exhibit
      J:

            	
              Form
      of Officer’s Certificate

            
	
              Exhibit
      K:

            	
              Form
      of Secretary’s Certificate

            
	
              Exhibit
      L:

            	
              Form
      of Legal Opinion (Sellers’ counsel)

            
	
              Exhibit
      M:

            	
              Form
      of Limited Partnership Application

            
	
              Exhibit
      N:

            	
              Form
      of Legal Opinion (Investor’s counsel)

            
	
              Exhibit
      O:

            	
              Form
      of Closing Tax Certificate

            
	
              Exhibit
      P-1:

            	
              Form
      of DG JV Organizational Documents

            
	
              Exhibit
      Q:

            	
              Form
      of Lock-Up Agreement

            
	
              Exhibit
      R:

            	
              Form
      of Marine Redemption Agreement

            
	 
      	 
      
	
              Schedules:

            	 
      
	 
      	 
      
	
              Schedule
      1(a):

            	
              Assumed
      Obligations

            
	
              Schedule
      1(b):

            	
              Company
      Land

            
	
              Schedule
      1(c):

            	
              Bank
      Loans

            
	
              Schedule
      1(d)(i):

            	
              Investor’s
      Knowledge Individuals

            
	
              Schedule
      1(d)(ii):

            	
              Sellers’
      Knowledge Individuals

            
	
              Schedule
      1(e):

            	
              Reorganization
      Assets

            
	
              Schedule
      1(f):

            	
              Certain
      Reorganization Contracts

            
	
              Schedule
      3(c):

            	
              Noncontravention
      (Investor)

            
	
              Schedule
      3(k):

            	
              Parent
      Contracts

            
	
              Schedule
      3(n):

            	
              Investor
      Environmental Matters

            
	
              Schedule
      4(b):

            	
              Consents
      (Sellers)

            
	
              Schedule
      4(c):

            	
              Noncontravention
      (Sellers)

            
	
              Schedule
      4(e)(i):

            	
              Encumbrances
      (Parts I and II)

            


    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    

     

    
      	
              Schedule
      4(e)(vii):

            	
              Condition
      of Material Acquired Assets

            
	
              Schedule
      4(f)(i):

            	
              Capitalization

            
	
              Schedule
      4(g):

            	
              Subsidiaries

            
	
              Schedule
      4(h)(v):

            	
              Material
      Changes

            
	
              Schedule
      4(j):

            	
              Tax
      Matters

            
	
              Schedule
      4(k):

            	
              Signing
      Date Contracts

            
	
              Schedule
      4(l):

            	
              Permits

            
	
              Schedule
      4(m):

            	
              Litigation

            
	
              Schedule
      4(n):

            	
              Environmental
      Matters

            
	
              Schedule
      4(n)(ii):

            	
              Environmental
      Permits

            
	
              Schedule
      4(o):

            	
              Financial
      Statements

            
	
              Schedule
      4(p):

            	
              Encumbrances
      for Borrowed Money

            
	
              Schedule
      4(q):

            	
              Preferential
      Purchase Rights

            
	
              Schedule
      4(r):

            	
              Real
      Property

            
	
              Schedule
      4(s):

            	
              Customers,
      Vendors and Suppliers

            
	
              Schedule
      4(t):

            	
              Intellectual
      Property

            
	
              Schedule
      4(u):

            	
              Receivables

            
	
              Schedule
      4(v):

            	
              Company
      Insurance Policies

            
	
              Schedule
      4(x)(i)

            	
              List
      of Employees

            
	
              Schedule
      4(x)(ii):

            	
              List
      of Retired Employees or Directors

            
	
              Schedule
      4(x)(iii):

            	
              List
      of Terminated Employees

            
	
              Schedule
      4(y):

            	
              Affiliate
      Services

            
	
              Schedule
      5(c)

            	
              Operation
      of Business

            
	
              Schedule
      5(l):

            	
              Certain
      Associate Contracts

            
	
              Schedule
      5(n)(vi):

            	
              Severance
      Pay

            
	
              Schedule
      5(q):

            	
              Cancellation
      of Letters of Credit

            
	
              Schedule
      8(a)(vii):

            	
              Seller
      Required Consents

            
	
              Schedule
      8(b)(vi):

            	
              Investor
      Required Consents

            


    


    
      
         


      

      
        vi

        
          

        

      

      
         


      

    


    CONTRIBUTION
AND SALE AGREEMENT

     

    This
Contribution and Sale Agreement dated as of June 11, 2008 is by and among
Genesis Energy, L.P., a Delaware limited partnership (the “Parent”),
Genesis Marine Investments, LLC, a Delaware limited
liability company (“Investor”),
TD Marine, LLC, a Delaware limited liability company (“TD
Marine”), Grifco Transportation, Ltd., a Texas limited
partnership (“Grifco”),
Grifco Transportation Two, Ltd., a Texas limited partnership (“Grifco
Two”), and Shore Thing, Ltd., a Texas limited
partnership (“Shore
Thing” and, together with Grifco and Grifco Two the “Sellers”).

     

    INTRODUCTION

     

    1.           The
Sellers, collectively, have developed a private inland  marine barge
transportation business;

     

    2.           The
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.           The
Sellers desire to sell their business;

     

    4.           The
Parent and the Investor believe the Sellers’ business and the business of the
Parent are complementary and the value of such businesses could be enhanced by
associating and continuing to grow them;

     

    5.           To
achieve such an association and the related benefits, the Investor desires to
invest in the Sellers’ business through a joint venture that will acquire such
business from the Sellers, and each Seller desires to contribute its operating
assets to such joint venture and to sell its equity interests in the joint
venture, for cash and equity interests in the Parent, as specified
herein.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the premises and the mutual promises herein made,
and in consideration of the representations, warranties and covenants herein
contained, the Parties agree as follows:

     

    1.           Definitions.  Capitalized
terms not otherwise defined herein shall have the meaning set forth
below.

     

    “Acquired
Assets” means all of the Company Assets other than the Reorganization
Assets, including the Acquired Equity Interests.

     

    “Acquired Assets
Contribution Agreements” means the Acquired Assets Contribution
Agreements substantially in the forms of Exhibit B-1(A), Exhibit B-1(B), Exhibit B-1(C) and
Exhibit B-1(D)
to be entered into at the Closing.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Acquired
Companies”  means each of Grifco Two, DG JV, Marine Holdings,
Marine Transportation and DGMT Holdings, and “Acquired
Company” means any of the Acquired Companies.

     

    “Acquired
Contracts”
means all of the Company Contracts other than the Reorganization
Contracts.

     

    “Acquired Equity
Interest Assignment” means the Acquired Equity Interest Assignment
substantially in the form of Exhibit B-2 to be
entered into at the Closing.

     

    “Acquired Equity
Interest Contribution Agreement” means the Acquired Equity Interest
Contribution Agreement substantially in the form of Exhibit B-3 to be
entered into at the Closing.

     

    “Acquired Equity
Interests” means all of the outstanding Equity Interests in the Acquired
Companies.

     

    “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) punitive
exemplary, special, indirect and consequential damages.

     

    “Affiliate”
means a Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified and in addition, with respect to the Sellers, means the Principals and
any Affiliate of the Principals.  For purposes of this definition, the
term “control” (including its derivatives) means the ability to direct the
management or policies of such Person by ownership of voting interest, contract
or otherwise and shall be construed as such term is used in the rules
promulgated under the Securities Act, provided, however that, after the Closing
(x) each Acquired Company will be deemed to be an Affiliate of the Investor (not
of any Seller), and (y) each Seller and each Person (other than any Acquired
Company) who was an Affiliate of any Seller immediately before the Closing will
be deemed not to be an Affiliate of the Investor, and vice versa.

     

    “Aggregate
Barge
Payment
Amount”
means $12,000,000 less 50% of the positive difference, if any, between (i)
Marine Transportation’s (including its predecessors’) actual aggregate cost of
all the barges acquired pursuant to the Barge Construction Contracts and the
acquisition cost of three additional push boats contemplated by the definition
of the term “In-Service” and (ii)
$33,952,420. Notwithstanding the immediately preceding sentence, (x) Marine
Transportation shall be entitled to receive any and all liquidated damages paid
pursuant to the Jeffboat Contract and such amounts shall not be considered in
the calculation of Marine Transportation’s (including its predecessors’) cost of
such vessels, and (y) to the extent that Marine Transportation’s (including its
predecessors’) aggregate cost of such push boats exceeds $33,952,420 due to Marine
Transportation’s election to acquire one or more such push boats with
specifications greater than those of the M/V LILLIAN SIMONE GRIFFIN push boat
solely because Marine Transportation desires such greater specifications (as
opposed to there being no other push boats with lesser specifications that were
known to and reasonably available to Marine Transportation), such excess cost
shall not be included in the calculation of Aggregate Barge Payment
Amount.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Agreement”
means this Contribution and Sale Agreement (including all Exhibits, Schedules
and other attachments hereto) as the same may be amended, supplemented or
otherwise modified from time to time.

     

    “Associate”
or “Associates”
means (a) each Seller and each Principal, (b) each Affiliate of each Person
described in (a) above, (c) each Person, if any, who is, directly or indirectly,
the beneficial owner of 10% or more of any class of Equity Interest of each
Person described in (a)-(b) above, (d) each Person in which each Person
described in (a)-(c) above is, directly or indirectly, the beneficial owner of
10% or more of the Equity Interest or any class of Equity Interest of such
Person, (e) each trust or other estate in which each Person described in (a)-(d)
above has a substantial beneficial interest or as to which such Person serves as
trustee or in a similar fiduciary capacity, (f) each director, manager, partner
or officer of each Person described in (a)-(e) above and (g) each spouse or
child living in the same household of each natural person described in (a)-(f)
above.

     

    “Assumed
Obligations” means (a) all Obligations of each Seller under each Company
Contract (other than the Jeffboat Contract Obligations) existing on the date
hereof that is either listed on Schedule 1(a) or
entered into after the date hereof in accordance with Section 5(c) and that
a copy thereof was promptly thereafter provided to the Investor, in each case to
the extent such Obligations are attributable to facts, circumstances or events
(including complete performance, partial performance or a failure to perform)
occurring after the Closing Date and (b) all Obligations of Investor with
respect to Taxes in accordance with Section
10(f).  Notwithstanding the foregoing, Assumed Obligations
shall not include any Obligations relating to, arising from or otherwise
attributable to the Seller Entities’ Transaction Costs, Indebtedness or any
portion of the Business of the Sellers not directly relating to the Acquired
Assets.

     

    “Bank
Loans” means loans identified on the attached Schedule
1(c).

     

    “Bank Loans
Balance” means the aggregate
amount outstanding under the Bank Loans from time to time.

     

    “Barge
Construction Contracts” means the Jeffboat Contract and the Trinity
Contract.

     

    “Basis”
means any past or current fact, situation, circumstance, status, condition,
activity, practice, plan, occurrence, event, incident, action, failure to act or
transaction that forms or reasonably could be expected to form the basis for any
specified consequence.

     

    “Business”
means the operations, assets, liabilities, obligations, prospects, relationships
and activities of each Seller or in any way relating to the Company Assets or
reflected in the Financial Statements.

     

    “Cash
Consideration” means the Purchase Price minus the Unit Consideration
Amount.

     

    “Closing”
has the meaning set forth in Section
2(d).


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Closing
Date” has the meaning set forth in Section
2(d).

     

    “Closing
Statement” has the meaning set forth in Section
2(g)(ii).

     

    “COBRA” has
the meaning set forth in Section
5(n)(x).

     

    “Code”
means the Internal Revenue Code of 1986, as amended, or any successor
Law.

     

    “Commitment”
means (a) options, warrants, convertible securities, exchangeable securities,
subscription rights, conversion rights, exchange rights or other contracts that
could require a Person to issue any of its Equity Interests or to sell any
Equity Interests it owns in another Person; (b) any other securities convertible
into, exchangeable or exercisable for, or representing the right to subscribe
for any Equity Interest of a Person or owned by a Person; (c) statutory
pre-emptive rights or pre-emptive rights granted under a Person’s Organizational
Documents; and (d) stock appreciation rights, phantom stock, profit
participation, or other similar rights with respect to a Person.

     

    “Common
Units” has the meaning ascribed to such term in the Parent’s partnership
agreement.

     

    “Company
Assets” means all rights, title and interest in and to (a) all assets and
rights owned by the Sellers, including the Acquired Equity Interests including
any proceeds therefrom, (b) all assets and rights recorded (or for which the
financial results are recorded) in the books and records of each Seller or in
the Financial Statements of the Sellers, and (c) all assets and rights described
in Exhibit
A.

     

    “Company
Contracts”
means every oral or written contract to which each Seller is a party or to which
any Company Asset is subject, including any listed on Schedule 4(k) and any
entered into after the date of this Agreement.

     

    “Company Insurance
Policies” means those policies of insurance, the current policies of
which are listed on Schedule 4(v), that
each Seller or any of their Affiliates maintain covering the Business, the
Company Assets or the Sellers.

     

    “Company
Land” means the Company Assets constituting tracts or parcels of land,
whether owned or leased, that are used in or relate to the Business or the
Company Assets, which is more particularly described on Schedule
1(b).

     

    “Company Leased
Assets” means all Company Assets (other than the Company Land) in which
each Seller owns or holds a leasehold interest. Part II of Exhibit A is a
listing of all of the material Company Leased Assets.

     

    “Company
Plans” means the applicable compensation and employee benefit plans,
programs and arrangements offered by the Sellers and their Affiliates from time
to time.

     

    “Company Real
Property” means (i) the Company Land together with (ii) all buildings and
other structures, facilities or improvements currently or hereafter located
thereon and permanently affixed thereto; (iii) all related appurtenances
constituting real property (including fixtures); and (iv) all easements,
licenses, Permits, rights and appurtenances relating to the property described
in the foregoing clauses (i) and (ii).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Confidentiality
Agreement” means that certain Confidentiality Agreement dated February
12, 2008 between the Parent and Grifco.

     

    “Confidential
Information” means (i) any information concerning the existence or nature
of this Agreement or the transactions contemplated hereby, (ii) any
confidential,  proprietary and/or trade secret information of or
relating to the Investor Parties and their Affiliates (including the Acquired
Assets or the Assumed Obligations) and (iii) any confidential or non-public
proprietary information relating to the Investor Parties and their Affiliates
furnished to the Sellers in the Investor’s Schedules.

     

    “Continued
Employees” means, collectively, all Eligible Employees of each Seller and
their Affiliates who accept employment with Marine Transportation or one of its
Affiliates pursuant to the offers described in Section
5(n).

     

    “Courts”
has the meaning set forth in Section
12(l)(i).

     

    “Covered Legal
Costs” means up to $250,000 of attorneys’ fees and expenses reasonably
incurred and actually paid or payable by the Seller Entities and their
Affiliates in connection with this Agreement and the transactions contemplated
herein.

     

    “Damage
Amount” means, with respect to
any and all damage, destruction or condemnation covered by Section 5(e) in the
aggregate, the amount equal to 115% of the replacement cost of the underlying
asset.

     

    “Deductible
Notice” has the meaning set forth in Section
5(n)(xi).

     

    “Deed”
means a properly executed and acknowledged special warranty deed in the form of
Exhibit C
conveying to Marine Transportation title to all Company Real Property, in
recordable form for recording in the county in which such Company Real Property
is located.

     

    “DG JV”
means DG JV, LLC, a Delaware limited liability company.

     

    “DGMT
Holdings” means DGMT Holdings, LLC, a Delaware limited liability
company.

     

    “Eligible
Employees” has the meaning set forth in Section
4(x)(i).

     

    “Employment
Agreements” means the Employment Agreements between Marine Transportation
(or one of its designated affiliates) and each of the Principals substantially
in the form of Exhibit
D to be entered into at the Closing.

     

    “Encumbrance”
means any mortgage, pledge, lien (including maritime liens and preferred
maritime liens), encumbrance, charge, security interest, order, Preferential
Right, equitable interest, covenant (including any negative covenant), consent
or notice right defect in title, or restriction of any kind, including any
restriction on use, voting, transfer, receipt of income or exercise of any other
attribute of ownership.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Environmental”
or “Environment”
means soil, land surface or subsurface strata, waters (including, navigable
ocean, stream, pond, reservoirs, drainage, basins, wetland, ground and
drinking), sediments, ambient air, plant life, animal life and all other
environmental media or natural resources.

     

    “Environmental
Requirements” means all orders, contracts and Laws concerning or relating
to or imposing liability for pollution or protection of the Environment,
including those relating to the presence, use, manufacturing, refining,
production, generation, handling, transportation, treatment, transfer, storage,
disposal, distribution, importing, labeling, testing, processing, discharge,
release, threatened release, control or other action or failure to act involving
any Hazardous Substances, each as amended and as now in effect and in effect at
Closing.

     

    “Equity
Interest” means (a) with respect to a corporation, any and all shares of
capital stock and any Commitments with respect thereto, (b) with respect to a
partnership, limited liability company, trust or similar Person, any and all
units, interests or other partnership/limited liability company interests, and
any Commitments with respect thereto, and (c) any other direct equity ownership
or participation in a Person.

     

    “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

     

    “Financial
Statements” means the Interim Financial Statements together with the
Year-End Financial Statements.

     

    “GAAP”
means accounting principles generally accepted in the United States of
America.

     

    “Governmental
Authority” means the United States or any agency thereof and any state,
county, parish, city or other political subdivision, agency, court or
instrumentality.

     

    “Grifco”
has the meaning set forth in the preamble.

     

    “Grifco GP”
means Grifco Management, L.L.C., a Texas limited liability company.

     

    “Grifco
Two” has the meaning set forth in the preamble.

     

    “Grifco Two
Acquired Equity Interest Contribution Agreements” means the Grifco Two
Acquired Assets Contribution Agreements substantially in form of Exhibits B-4(A) and
B-4(B) to
entered into at the Closing.

     

    “Hazardous
Substances” means (a) any chemicals, materials or substances defined as
or included in the definition of “hazardous substances,” “hazardous wastes,”
“solid wastes,” “hazardous materials,” “restricted hazardous wastes,” “toxic
substances,” “toxic pollutants,” “hazardous air pollutants,” “pollutants,”
“contaminants,” “toxic chemicals,” “toxics,” “hazardous chemicals,” “extremely
hazardous substances,” “regulated substances” or “pesticides” as defined in any
applicable Environmental Requirements; (b) any radioactive materials,
asbestos-containing materials, urea formaldehyde foam insulation, radon,
petroleum and natural gas products or byproducts or polychlorinated biphenyls
and (c) any other chemical, material, substance, or force regulated under any
Environmental Requirement.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Holding
Period” has the meaning set forth in Section
6(d).

     

    “HSR Act”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the regulations thereunder.

     

    “Indebtedness”
means, on a consolidated basis, all Obligations of each Seller for (a) borrowed
money, (b) any capital lease Obligation, (c) any Obligation (whether fixed or
contingent) to reimburse any bank or other Person in respect of amounts paid or
payable under a standby letter of credit, (d) any guarantee with respect to
indebtedness (of the kind otherwise described in this definition) of any Person,
and (e) any other liability, indebtedness or Obligation secured by a mortgage,
lien or other security interest on any Company Assets (other than a Permitted
Encumbrance).

     

    “Indemnified
Party” has the meaning set forth in Section
9(d)(i).

     

    “Indemnifying
Party” has the meaning set forth in Section
9(d)(i).

     

    “In-Service”
means, with respect to the relevant vessel, Marine Transportation and a
creditworthy customer reasonably acceptable to Marine Transportation have
entered into a charter or similar contract containing terms substantially
similar to (or more favorable to Marine Transportation than) those contained in
Marine Transportation’s then-existing Tow-Contracts, and such vessel has
commenced commercial operations pursuant to such contract.  Without
limiting the generality of the foregoing, (i) such contract terms shall include
and require that (i) Marine Transportation has been able to man such vessel with
a crew in number and with qualifications required by such contract and for wages
and other terms at least as favorable to Marine Transportation as the terms
under which other similarly-situated crews of Marine Transportation are employed
and (ii) the Investor and each Seller acknowledge and agree that the term
“In-Service” includes the requirement that, after the Closing Date, Marine
Transportation has been able to acquire three refurbished push boats in
condition and size and with operating capabilities comparable to or better than
that of the M/V LILLIAN SIMONE GRIFFIN, which three push boats, along with
another push boat owned by Marine Transportation as of the Closing Date and the
eight new barges acquired under the Barge Construction Contracts, will result in
a net increase to Marine Transportation’s fleet of four new Tows.

     

    “Insurance
Rights”
means, subject to any deductible or similar limitation, the right of the
Investor to cause the Sellers to file and pursue claims under any Company
Insurance Policy, and deliver any proceeds related thereto to Investor, to the
extent such claim relates any Acquired Asset or Assumed Obligation or Jeffboat
Contract Obligations.

     

    “Insured
Property” has the meaning set forth in Section
5(h).

     

    “Intellectual
Property” means all intellectual property rights used by each Seller in
connection with the Business that arise from or in respect of the following: (a)
patents and applications therefor, including continuations, divisionals,
continuations-in-part, or reissues of patent applications and patents issuing
thereon, (b) trademarks, service marks, trade names, service names, brand names,
trade dress rights, logos, Internet domain names and corporate names, and all
applications, registrations and renewals thereof, (c) copyrights and
registrations and applications therefor, works of authorship and mask work
rights, (d) Software and (e) Technology; provided, however, that Intellectual
Property does not include Software of a general nature that is licensed by the
Sellers and not unique to the Sellers, such as accounting, tax and similar
Software.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Interim Financial
Statements” means the unaudited consolidated balance sheets, statements
of income, statements of partners’ capital, and statements of cash flows for the
Sellers and their consolidated Subsidiaries as of, and for the most recently
ended calendar quarter and the interim period from January 1, 2008 to the last
day of such quarter.

     

    “Investor”
has the meaning set forth in the preamble.

     

    “Investor
Parties” means the Investor, the Parent, the Parent GP, and TD
Marine.

     

    “Investor
Indemnitees” means (a) the Investor Parties, (b) each Affiliate of the
Investor Parties and (c) each Person that is a director, manager, partner,
officer, employee, agent or other representative (or Person performing similar
functions) of any Person described in (a) or (b) above, but only to the extent
such Person is acting in such capacity.

     

    “Jeffboat”
means Jeffboat LLC, a limited liability company.

     

    “Jeffboat
Barges” means the two double skin lead rake tank barges and the two
double skin trail rake tank barges to be constructed by Jeffboat as described in
the Jeffboat Contract.

     

    “Jeffboat
Contract”
means that certain Contract No. 9115 dated July 12th, 2006
between Grifco Two and Jeffboat, as such contract has been amended by that
certain Settlement Agreement dated November 27, 2007 between Jeffboat and Shore
Thing.

     

    “Jeffboat Contract
Obligations” means all Obligations of any Seller under the Jeffboat
Contract, in each case, to the extent such Obligations are attributable to
facts, circumstances or events (including complete performance, partial
performance or a failure to perform) occurring after the Closing
Date.

     

    “Jeffboat
In-Service
Date”
means, after Jeffboat has delivered, and Marine Transportation has accepted, the
fourth and final vessel to be delivered under the Jeffboat Contract in
compliance with the terms thereof, the 30th day after the date on which the last
of such vessels to be placed In-Service is placed In-Service.

     

    “Jeffboat
Payment
Date”
means the later of (i) the first business day immediately following the Jeffboat
In-Service Date and (ii) December 31, 2009.

     

     “Knowledge”
means the actual conscious awareness , without inquiry, of (i) with respect to
the Investor, the individuals listed on Schedule 1(d)(i), and
(ii) with respect to the Sellers, the individuals listed on Schedule
1(d)(ii).


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “Law” means
any statute, code, regulation, rule, injunction, judgment, order, decree,
ruling, common law, charge or other restriction of any applicable Governmental
Authority, including any Shipping Law, as in effect as of the date hereof with
respect to any representation or warranty made on the date hereof, and as in
effect on the Closing Date with respect to any other representation, warranty,
agreement, covenant, closing condition or other matter hereunder.

     

    “Lock-Up
Agreement” means an agreement substantially in the form of Exhibit
Q.

     

    “Marine
Holdings” means DG Marine Holdings, LLC, a Delaware limited liability
company.

     

    “Marine
Transportation” means DG Marine Transportation, LLC, a Delaware limited
liability company.

     

    “Marine Redemption
Agreement” means the Redemption Agreement to be entered into by and among
Grifco, Investor, Marine Holdings and Marine Transportation, pursuant to which
Marine Transportation will redeem all of its membership interests held by Grifco
in the form of Exhibit
R.

     

    “Marine
Transportation Plans”
means the applicable compensation and employee benefit plans, programs and
arrangements offered by Marine Transportation from time to time.

     

    “Non-Assigned
Asset” has the meaning set forth in Section
6(d).

     

    “Non-Competition
Agreements” means those agreements entered into at the Closing between
Marine Transportation (or one of its designated affiliates) and
the  Principals, in the form of Exhibit
E.

     

    “Obligations”
means duties, liabilities and obligations, whether vested, absolute or
contingent, known or unknown, asserted or unasserted, accrued or unaccrued,
liquidated or unliquidated, due or to become due, and whether contractual,
statutory or otherwise.

     

    “Ordinary Course
of Business” means the ordinary course of business consistent with the
applicable Person’s past custom and practice (including with respect to
quantity, quality and frequency).

     

    “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.

     

    “Party” or
“Parties”
means any of the Investor, Parent, TD Marine, or any Seller, individually or
collectively, as the case may be.

     

    “Parent”
has the meaning set forth in the preamble.

     

    “Parent
Contracts” has the meaning set forth in Section
3(k).


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “Parent GP”
means Genesis Energy, Inc., a Delaware corporation.

     

    “Parent
Guaranty” means that certain Parent Guaranty substantially in the form of
Exhibit F to be
executed at Closing.

     

    “Parent Material
Adverse Effect” means any change, effect, event, occurrence, condition or
other circumstance relating to the rights, obligations, businesses, results of
operations or condition (financial or otherwise) and properties of the Parent
(including its consolidated subsidiaries), taken as a whole, that, individually
or in the aggregate, with other changes, effects, events, conditions or other
circumstances materially and adversely affect the value of such rights,
obligations, business, results of operations or condition (financial or
otherwise) and properties; provided that in determining
whether a Parent Material Adverse Effect has occurred, changes, effects, events,
conditions or other circumstances relating to (a) the industries in which the
Parent operates, (b) United States or global economic conditions or financial
markets in general or (c) the transactions contemplated by this Agreement, shall
not be considered to give rise to or constitute a Parent Material Adverse
Effect; provided
further, however, that to be excluded
under subsection (a)–(c) above, such change, effect, event, condition or other
circumstance may not disproportionately affect, as compared to others in such
industry, the Parent, or its rights, obligations, businesses, results of
operation or condition (financial or otherwise) or properties.

     

    “Permit”
has the meaning set forth in Section
3(l).

     

    “Permitted
Encumbrances” means (i) any liens securing Taxes and assessments that are
not yet due; (ii) any maritime liens, inchoate, mechanic’s, materialmen’s and
similar liens incurred in the Ordinary Course of Business and securing amounts
that are not yet past due; (iii) any Obligations or duties reserved to or vested
in any municipality or other Governmental Authority to regulate any assets of
any relevant Person in any manner, including any applicable laws; (iv) any
inchoate liens or other Encumbrances incurred in the Ordinary Course of Business
and created pursuant to any operating, construction, operation and maintenance,
co-owners, cotenancy, lease or other operating agreements for which amounts are
not yet past due; (v) vendor’s liens in respect of trade payables of the Sellers
incurred in the Ordinary Course of Business and not yet past due; (vi) any
easements, rights-of-way, restrictions and other similar arrangements incurred
in the Ordinary Course of Business and which do not in any case materially
interfere with the use of the affected Company Asset in the manner in which it
is used in the Business; and (vii) any easements, rights-of-way, restrictions,
minor title defects and other similar Encumbrances that are listed as title
exceptions in the Title Commitment other than delinquent standby fees, taxes
and/or assessments or any similar charges in a fixed sum or capable of
computation as a fixed sum.

     

    “Permitted
Indebtedness” means the Bank Loans Balance and Obligations owed to the
Principals as set forth on Schedule
1(e).

     

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


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Post-Closing Tax
Period” means any Tax period beginning after the Closing
Date.

     

    “Post-Closing Tax
Return” means any Tax Return that is required to be filed for the Sellers
with respect to a Post-Closing Tax Period.

     

    “Pre-Closing Tax
Period” means any Tax periods or portions thereof ending on or before the
Closing Date.

     

    “Pre-Closing Tax
Return” means any Tax Return that is required to be filed for the Sellers
with respect to a Pre-Closing Tax Period.

     

    “Preferential
Rights” has the meaning set forth in Section
4(q).

     

    “Prime
Rate” means that variable rate of interest per annum published from time
to time in the Wall Street
Journal as the prime rate at the time such rate must be determined under
the terms of this Agreement.

     

    “Principal”
means each of Edgar C. Griffin, Sr., an individual, Edgar C. Griffin, Jr., an
individual, and Richard R. Alexander, an individual.

     

    “Proposed Closing
Statement” has the meaning set forth in Section
2(g)(i).

     

    “Purchase
Price” means up to $92,000,000 (comprised of cash and Common Units to the
extent payable (and allocated) as provided in Article 2) plus (i)
the amount, if any, by which the total of the Purchase Price Increases exceed
the total of the Purchase Prices Decreases, or minus (ii) the amount, if any, by
which the total of the Purchase Price Decreases exceed the total of the Purchase
Price Increases.

     

    “Purchase Price
Decreases” means, without duplication, (i) the pro rata portion of ad
valorem and other property Taxes accruing and unpaid prior to the Closing Date
for the first Tax period ending after the Closing Date with respect to the
Acquired Assets, (ii) any reduction of the Purchase Price pursuant to Section 5(e) (Damage
or Condemnation), (iii) any reduction of the Purchase Price pursuant to Section 10(d)
(Straddle Period Taxes), and (iv) any other Purchase Price decreases
contemplated by this Agreement.

     

    “Purchase Price
Increases” means, without duplication, (i) payments actually made by any
Seller prior to Closing in connection with regularly scheduled construction
payments under the Barge Construction Contracts, but, in each such case, only to
the extent such payments constitute capital expenditures in accordance with
GAAP, (ii) any prepaid Taxes relating to a Post-Closing Tax Period, (iii) any
prepaid expenses relating to the Business or its operations post-Closing, (iv)
the amount of Covered Legal Costs, if any, and (v) any other Purchase Price
increases contemplated by this Agreement.

     

    “Reorganization
Assets” means (i) any cash, cash equivalents or and trade receivables
constituting current assets of the Sellers and generated in the Ordinary Course
of Business from services rendered by the Sellers, (ii) the Company Insurance
Policies issued to each Seller and all rights thereunder, subject to the Marine
Transportation’s Insurance Rights, (ii) the Tax Records, (iii) the Sellers’
Retained Information, (iv) the Reorganization Contracts, and (vi) the other
assets listed on Schedule
1(e).    For the avoidance of doubt, the term
Reorganization Assets shall not include any cash, cash equivalents or trade
receivables attributable to the sale or other disposition of any assets
(including any Company Contracts, Vessels or parts), or liquidated damages
pursuant to the Jeffboat Contract.  The Reorganization Assets will be
transferred by dividend, assignment or otherwise by each Seller to one or more
Affiliates pursuant to Section
5(o).


    
      
         


      

      
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    “Reorganization
Contracts” means the Company Contracts related to the Bank Loans and the
other contracts listed on Schedule
1(f).

     

    “Retained
Obligations” means (i) other than the Assumed Obligations and the
Jeffboat Contract Obligations, all Obligations relating to, arising from or
otherwise attributable to the Sellers, the Company Assets or the Business, in
each case, to the extent relating to, arising from, or otherwise attributable to
facts, circumstances or events occurring prior to the Closing, including (a)
severance Obligations, if any, relating to the Sellers’ employees, officers or
directors, (b) unfunded employee benefit plan Obligations, (c) Obligations
relating to Environmental Requirements, and (d) any pending litigation, or (e)
to the extent not included in a Purchase Price Decrease, the pro rata portion of
ad valorem and other property Taxes accruing and unpaid prior to the Closing
Date for the first Tax period ending after the Closing Date with respect to the
Acquired Assets; (ii) all Obligations relating to, arising from or otherwise
attributable to (A) Obligations to pay any Seller Entities’ Transaction Costs
other than the Covered Legal Costs constituting a Purchase Price Increase, (B)
Obligations relating to Indebtedness, (C) the Obligations of each Seller with
respect to Taxes in accordance with Section 10(f) and (D)
Obligations under the Reorganization Contracts; (iii) all liability arising
under Section 414(o) of the Code, or from having been under “common control”
with the Sellers, within the meaning of Section 4001(a)(14) of ERISA; and (iv)
any Environmental condition, claim or loss existing, arising, or caused prior to
the Closing, including, in the case of (i) through (iv) above, the matters
disclosed on the Schedules to this Agreement with respect to the subject matter
of such Schedules.

     

    “SEC” means
the Securities and Exchange Commission.

     

    “SEC
Reports” has the meaning set forth in Section
3(o).

     

    “Securities
Act” means the Securities Act of 1933, as amended from time to
time.

     

    “Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time.

     

    “Security
Agreement” means an agreement substantially in the form of Exhibit G, to be
entered into at Closing.

     

    “Sellers”
has the meaning set forth in the preamble.

     

    “Seller Adverse
Effect” means any change, effect, event, occurrence, condition or other
circumstance relating to the rights, obligations, business, results of
operations or condition (financial or otherwise) and properties of the Seller
Entities (including their consolidated subsidiaries), Company Assets, or
Business taken as a whole, that, individually or in the aggregate, with other
changes, effects, events, conditions or other circumstances adversely affect the
value of such rights, obligations, business, results of operations or condition
(financial or otherwise) and properties; provided that in determining
whether a Seller Adverse Effect has occurred, changes, effects, events,
conditions or other circumstances relating to (a) the industries in which each
Seller operates, (b) United States or global economic conditions or financial
markets in general or (c) the transactions contemplated by this Agreement, shall
not be considered to give rise to or constitute a Seller Adverse Effect; provided further, however, that to be excluded
under subsection (a) – (c) above, such condition may not disproportionately
affect, as compared to others in such industry, the Seller Entities, or their
respective rights, obligations, businesses, results of operation or condition
(financial or otherwise) or properties.


    
      
         


      

      
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    “Seller
Entities” means all of the Sellers and the Acquired
Companies.

     

    “Seller
Indemnitees” means (a) each Seller, (b) each Affiliate of each Seller and
(c) each Person that is a director, manager, partner, officer, employee, agent
or other representative (or Person performing similar functions) of any Person
described in (a) or (b) above, but only to the extent such Person is acting in
such capacity.

     

    “Seller Material
Adverse Effect” means a Seller Adverse Effect that, individually or in
the aggregate, is material.

     

    “Seller
Parties” means the Seller Entities and the Principals.

     

    “Seller Required
Consents” has the meaning set forth in Section
8(a)(vii).

     

    “Seller Retained
Information” means information and
records pertaining to the Retained Obligations and information relating to
Affiliates and Associates of the Seller Entities.

     

    “Seller Entities’
Transaction Costs” all expenses, charges, liabilities, Obligations,
expenditures or other costs of the Seller Entities and their Affiliates relating
to the preparation for, or the discussion, negotiation, documentation and
closing of, the transactions contemplated by this Agreement, including, without
limitation, any fees and reimbursements paid to any agent or consultant,
including attorneys, brokers, finders, financial and other advisors and
accountants.

     

    “Shipping
Laws” means all statutory laws and regulations and general maritime laws
of the United States of America, including the Shipping Act of 1916 and the
Merchant Marine Act of 1920, governing the identification, documentation,
ownership, crewing, inspection and operating of United States documented and
coastwise trade endorsed vessels, as same have been amended from time to time
and as same has now been amended, consolidated and restated at Pub. Law No.
109-304,120 Stat. 1485 (2006), Title 46 United States Code Shipping [Revised],
Sections 1 to 105 and 2101 and following.

     

    “Shore
Thing” has the meaning set forth in the preamble.

     

    “Shore Thing
Acquired Assets” has the meaning set forth in Section 2(b)(vii).

     

    “Software”
means any and all of the following that are used by (or for the benefit of) the
Seller: (a) computer programs, including any and all software implementations of
algorithms, models and methodologies, whether in source code or object code, (b)
databases and compilations, including any and all data and collections of data,
whether machine readable or otherwise, (c) descriptions, flow-charts and other
work product used to design, plan, organize and develop any of the foregoing,
screens, user interfaces, report formats, firmware, development tools,
templates, menus, buttons and icons, and (d) documentation including user
manuals and other training documentation related to any of the
foregoing.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    “Straddle
Period” means a Tax period or year commencing before and ending after the
Closing Date.

     

    “Straddle
Return” means a Tax Return for a Straddle Period.

     

    “Subsidiary”
means, with respect to any Person: (a) any corporation of which more than 50% of
the total voting power of all classes of the Equity Interests entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors is owned by such Person directly or through one or more other
Subsidiaries of such Person and (b) any Person other than a corporation of which
at least a majority of the issued and outstanding Equity Interests (however
designated) entitled (without regard to the occurrence of any contingency) to
vote in the election of the partners, directors, managers, or other governing
body that will control the management of such entity is owned by such Person
directly or through on or more other Subsidiaries of such Person.

     

    “Survey”
has the meaning set forth in Section
5(h).

     

    “Tax” or
“Taxes”
means any federal, state, local, or foreign income, gross receipts, license,
payroll, employment, excise, severance, stamp, occupation, premium, windfall
profits, environmental (including taxes under Code Sec.59A), custom duties,
capital stock, franchise, profits, withholding, social security (or similar
excises), unemployment, disability, ad valorem, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated or other tax of any kind whatsoever, including any interest,
penalty or addition thereto, whether disputed or not and including any
obligation to indemnify or otherwise assume or succeed to the liability for
Taxes of any other person whether or not shown as due or payable on any Tax
Return or Tax Records.

     

    “Tax
Benefit” means an amount by which the Tax liability of a Party (or group
of Persons including the Party) is reduced (including by deduction, reduction of
income by virtue of increased Tax basis or otherwise, entitlement of refund,
credit, or otherwise).

     

    “Tax Protection
Percentage” has the meaning set forth in Section
10(p).

     

    “Tax
Records” means all Tax Returns and Tax-related work papers relating to
the Sellers, the Company Assets and the Business.

     

    “Tax
Return” means any return, declaration, report, claim for refund or
information return or statement relating to Taxes, including any schedule or
attachment thereto and including any amendment thereof.

     

    “TD Marine”
has the meaning set forth in the preamble.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    “Technology”
means, collectively, all designs, formulae, algorithms, procedures, methods,
techniques, ideas, know-how, research and development, technical data, programs,
subroutines, tools, materials, specifications, processes, inventions (whether
patentable and whether or not reduced to practice), apparatus, creations,
improvements, works of authorship and other similar materials that are used by
the Sellers in connection with the Business.

     

    “Third Party
Claim” has the meaning set forth in Section
9(d)(i).

     

    “Title
Commitment” has the meaning set forth in Section
5(h).

     

    “Title
Company” has the meaning set forth in Section
5(h).

     

    “Tow” means
one push boat and two barges.

     

    “Tow-Contract”
means a contract with a customer under which Marine Transportation is providing
product transportation services in the Ordinary Course of Business using a
Tow.

     

    “Transaction
Agreements” means this Agreement, the Employment Agreements, the
Non-Competition Agreements, the Security Agreement, the Lock-Up Agreements, the
Parent Guaranty, the Acquired Assets Contribution Agreements, the Grifco Two
Acquired Equity Interest Assignments, Acquired Equity Interest Assignment, the
Acquired Equity Interest Contribution Agreement, the Marine Redemption
Agreement, the Deed, the Tax Certifciate, 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
herein.

     

    “Transfer”
means any action by any Seller Party or its Affiliates to lend, offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any legal or
beneficial interest in the Units or any other Parent interests issued in respect
of such Units.

     

    “Trinity”
means Trinity Marine Products, Inc., a Delaware corporation.

     

    “Trinity
Barges” means two double skin lead
rake tank barges and the two double skin trail rake tank barges to be
constructed by Trinity as described in the Trinity Contract.

     

    “Trinity
Contract”
means that certain Vessel Construction Contract dated May 31, 2007 between
Trinity and Grifco.

     

    “Trinity
In-Service
Date”
means, after Trinity has delivered, and Marine Transportation has accepted, the
fourth and final vessel to be delivered under the Trinity Contract in compliance
with the terms thereof, the 30th day after the date on which the last of such
vessels to be placed In-Service is placed In-Service.

     

    “Trinity
Payment
Date”
means the later of (i) the first business day immediately following the Trinity
In-Service Date and (ii) December 31, 2008.

     

    “Unit
Consideration Amount” means $16,666,667.


    
      
         


      

      
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    “Unit Trading
Price” means the average closing price of a Common Unit during the five
consecutive trading days ending on the date that is the second trading day
immediately following the date of this Agreement.

     

    “Units”
means a number of Common Units determined by dividing the Unit Consideration
Amount by the Unit Trading Price and rounding such number up to the nearest
whole number of Common Units.

     

    “Vessel Conveyance
Documents” means each (i) bill of sale required for the conveyance of the
Vessels, in the form prescribed by the National Vessel Documentation Center and
the U.S. Coast Guard, (ii) a Protocol of Delivery and Acceptance for each Vessel
in the form set forth in Exhibit H hereto, and
(iii) any other documents reasonably requested by Investor to convey title to
the Vessels from Grifco to Marine Transportation.

     

    “Vessel Reports
and Certificates” means the various reports, certificates, log books and
response plans listed in Exhibit I
hereto.

     

    “Vessels”
means all of the barges, tow boats, and push boats, together with their
machinery, engines and equipment, anchors, cables, tackle, furniture, and all
other necessaries thereto appertaining and belonging which are part of the
Acquired Assets, as more particularly described on Exhibit A
hereto.

     

    “WARN Act”
has the meaning set forth in Section
4(x)(iv).

     

    “Year-End
Financial Statements” means the audited consolidated balance sheets,
statements of income, statements of partner’s capital and statements of cash
flow for the Seller Entities and their consolidated Subsidiaries as of, and for
the years ended December 31, 2007, 2006 and 2005.

     

    2.          
  Contribution,
Sale and
Redemption.

     

    (a)           Contribution and Sale of
Acquired Assets
and Redemption.  Subject to the terms and conditions of this
Agreement, each Seller agrees to contribute or sell, convey and transfer to the
Persons listed below (or their designee), and the Investor agrees to cause such
Persons to acquire (or cause its designee to acquire), all rights, title and
interest in and to such interests set forth in (i)-(v) below.  In
addition, TD Marine agrees to acquire (or cause its designee to acquire) all
rights, title and interest in and to the interest set forth in (i)-(ii)
below.

     

    (i)           
Grifco will sell, convey and transfer to TD Marine, and TD Marine will purchase,
a 90.66% Equity Interest in DG JV for $25,497,000, free and clear of all
Encumbrances other than as set forth in the Organizational Documents of DG
JV;

     

    (ii)         
 Shore Thing will sell, convey and transfer to TD Marine, and TD Marine
will purchase, a 0.01% Equity Interest in DG JV for $3,000 free and clear of all
Encumbrances other than as set forth in the Organizational Documents of DG
JV;


    
      
         


      

      
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    (iii)           Grifco
will contribute, convey and transfer to the Parent, and  the Parent
will acquire, a 9.33% interest in DG JV for $2,625,000 in cash, in each case,
free and clear of all Encumbrances other than as set forth in the Organizational
Documents of DG JV;

     

    (iv)           Grifco
will contribute, convey and transfer to the Parent, and the Parent will acquire
a 25% interest in Marine Holdings for an aggregate amount of $9,375,000
(consisting of  $5,208,333 in cash and $4,166,667 of the Unit
Consideration Amount in Units) and will acquire a 17.5% interest in Marine
Transportation for $12,500,000 of the Unit Consideration Amount in Units) in
each case, free and clear of all Encumbrances other than as set forth in the
Organizational Documents of Marine Holdings and Marine Transportation,
respectively.

     

    (v)           Pursuant
to the Marine Redemption Agreement, Marine Transportation shall redeem for
$30,000,000 all of its membership interest held by Grifco (30%), resulting in
Marine Transportation being owned 75% by Marine Holdings and 25% by
Investor.

     

    (b)           Sequence of
Transfer.   The sales, contributions and transfers
described in Section
2(a) and the related transactions above will occur following the
formation, transfers, assignments and contributions made in the sequence
below:

     

    (i)          
 Prior to the date of this Agreement, the Sellers formed DGMT Holdings, DG
JV, Marine Holdings and Marine Transporation.

     

    (ii)           DGMT
Holdings is initially wholly owned by Grifco.  DG JV is initially
wholly owned by Grifco. Marine Holdings is initially 75% owned by DG JV and 25%
by Grifco. Marine Transportation is initially 52.5% owned by Marine Holdings and
47.5% by Grifco.

     

    (iii)           Each
of the Sellers shall distribute the Reorganization Assets to one or more Persons
other than any Acquired Company or Seller.

     

    (iv)           The
Principals will assign all of their limited partnership interest (which
constitutes 99% of the Equity Interests) in Grifco Two to Grifco free and clear
of all Encumbrances other those created by the Organizational Documents of
Grifco Two;

     

    (v)          
 Grifco GP will assign all of its general partnership interest (which
constitutes one (1)% of the Equity Interests) in Grifco Two to DGMT Holdings
free and clear of all Encumbrances, other those created by the Organizational
Documents of Grifco Two;

     

    (vi)           Grifco
will contribute the Acquired Assets owned by Grifco (including the Acquired
Equity Interest in DGMT Holdings and Grifco Two, but excluding the Acquired
Equity Interests in DG JV, Marine Holdings and Marine Transportation) to Marine
Transportation, free and clear of all Encumbrances other than, in the case of
the Acquired Assets, Permitted Encumbrances, and in the case of the Acquired
Equity Interest in DGMT Holdings and Grifco Two, free and clear of all
Encumbrances other than those created by the Organizational Documents of Grifco
Two and DGMT Holdings;


    
      
         


      

      
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    (vii)         Shore
Thing will contribute, convey and transfer to DG JV all of the Acquired Assets
owned by Shore Thing (the “Shore Thing
Acquired Assets”), free and clear of all Encumbrances other than any
Permitted Encumbrances, and DG JV will issue 0.01% of the membership interest in
DG JV to Shore Thing.

     

     (viii)       DG
JV will contribute, convey and transfer all of the Shore Thing Acquired Assets
to Marine Holdings, which will contribute, convey and transfer all such assets
to Marine Transportation, in each case, free and clear of all Encumbrances other
than any Permitted Encumbrances.

     

    (ix)           The
Seller Parties will execute and cause the Acquired Companies, as applicable, to
execute and deliver the Transaction Agreements in order to consummate the
transactions contemplated herein, in the sequence herein, including those
contemplated in Section
(a).

     

    (c)           Consideration and
Allocation.

     

    (i)       
    In consideration for the contribution, conveyance and
transfer of the Acquired Assets (including the Acquired Equity Interests) as
contemplated in (a) above, (x) the Investor agrees to deliver or cause to be
delivered the Purchase Price to (or for the benefit of) the Sellers, paying the
Cash Consideration by wire transfer of immediately available funds, to Grifco or
its designee(s) and to cause the Parent to issue the Units to Grifco or its
designee(s), in each case, to the extent provided below. Grifco shall be
responsible for allocating and distributing the payments and Units among the
Sellers, and Investor shall have no responsibility or liability hereunder for
Grifco’s allocation and distribution of the Purchase Price among the
Sellers.

     

    (A)           At
the Closing, the Parent shall deliver to Grifco or its designee(s) (for the
benefit of the Sellers) the Units to (and in the name of) Grifco or its
designee(s).  At the Closing, TD Marine shall deliver to Grifco and
Grifco Two, $25,500,000 as a portion of the Cash Consideration.  At
the Closing, the Investor shall deliver (or cause to be delivered) to Grifco(x)
the Units and (y) a portion of Cash Consideration in an amount equal to the
difference between the estimated Purchase Price as set forth in the Proposed
Closing Statement less the sum of (1) the Unit Consideration Amount, (2)
$12,000,000 and (3) $25,500,000; which Cash Consideration payment shall include
the $30,000,000 payable to Grifco pursuant to the Marine Redemption
Agreement.  The Investor and TD Marine shall remit such amounts
directly to the Sellers’ lenders (or their agents), on behalf of the Sellers, a
portion of such Cash Consideration equal to the amount of the outstanding Bank
Loans Balance as of the Closing Date (in each case, including interest and fees,
if any), and the Investor shall remit the balance of such Cash Consideration to
Grifco, Shore Thing or their designees.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (B)           On
the earlier to occur of the Jeffboat Payment Date or the Trinity Payment Date,
the Investor shall deliver to Grifco a portion of the Cash Consideration in an
amount equal to the sum of (x) $6,000,000 and (y) interest, if any, accruing
daily at the Prime Rate from the relevant In-Service Date to the relevant
payment date.  

     

    (C)           On
the later to occur of the Jeffboat Payment Date or the Trinity Boat Payment
Date, the Investor shall deliver  to Grifco the sum of (x) the
positive difference, if any, between (A) the Aggregate Barge Payment Amount less
(B) $6,000,000 and (x) interest, if any, accruing daily at the Prime Rate from
the relevant In-Service Date to the relevant payment date. 

     

    (D)           On
the date contemplated by Section 2(g)(iv), the
Investor shall deliver  to Grifco an amount of Cash Consideration (if
any), required to be paid by the Investor pursuant to Section
2(g).

     

    (ii)           The
estimated Purchase Price (as adjusted pursuant to Section 2(g)) shall
be allocated among the Acquired Assets as set forth in Section
10(n).

     

    (iii)           Notwithstanding
anything to the contrary herein, it is expressly agreed by the Parties that the
Investor may reduce the payments required pursuant to Sections 2(c)(i)(B)
and 2(c)(i)(C)
to the extent of any indemnity payments owed by the Sellers to the
Investor.  It is expressly agreed that the Investor’s option to reduce
such payments is a non-exclusive remedy and nothing in this Section 2(c)(iii)
shall prohibit the Investor from exercising any other remedy to which it may be
entitled under this Agreement, at law or in equity.  The Investor
shall give notice to the Sellers as soon as reasonably practicable of any
reduction of payment made pursuant to this Section
2(c)(iii).  To the extent a reduction in payment has been made
pursuant to this Section 2(c)(iii) and
the Parties subsequently agree that a reduced payment or no indemnity payment is
owed by the Sellers to the Investor, the Investor shall promptly pay the amount
of any such reduction to the Sellers.

     

    (d)           The
Closing.  The closing of the transactions contemplated by this
Agreement (the “Closing”)
shall take place at the offices of Akin Gump Strauss Hauer & Feld LLP, 1111
Louisiana, 44th Floor, Houston, Texas, commencing at 9:00 a.m., local time, on
the third business day following the satisfaction or waiver of all conditions to
the obligations of the Parties to consummate the transactions contemplated
hereby has occurred (other than conditions with respect to actions each Party
shall take at the Closing itself) or such other date as the Parties may mutually
determine (the “Closing
Date”).


    
      
         


      

      
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    (e)           Sellers’ Deliveries at the
Closing.  At the Closing, the Sellers shall deliver to the
Investor:

     

    (i)           
The Acquired Assets Contribution Agreements, duly executed by the parties
thereto.

     

    (ii)           The
Deed duly executed by Shore Thing.

     

    (iii)           Copies
of the current Certificates of Documentation for each Vessel, the originals of
which are aboard each such Vessel.

     

    (iv)          The
Vessel Conveyance Documents duly executed by Grifco.

     

    (v)           The
Vessel Reports and Certificates.

     

    (vi)           Satisfactions
of Mortgage in U.S. Coast Guard approved form duly executed by the mortgagee and
otherwise ready for filing and recording with the U.S. Coast Guard National
Vessel Documentation Office.

     

    (vii)         The
Acquired Equity Interest Assignment, duly executed by each appropriate
Seller.

     

    (viii)        The
Grifco Two Acquired Equity Interest Assignments, duly executed by Grifco, DGMT
Holdings, the Principals and Grifco GP, as appropriate.

     

    (ix)           The
Acquired Equity Interest Contribution Agreement, duly executed by
Grifco.

     

    (x)         
  The Lock-up Agreements, duly executed by each
Principal.

     

    (xi)           The
Employment Agreements, duly executed by each Principal.

     

    (xii)          The
Non-Competition Agreements, duly executed by each Principal.

     

    (xiii)         The
Security Agreement, duly executed by Grifco and each of the
Principals.

     

    (xiv)         Certificates
of title or origin (or like documents) with respect to any vehicles or other
equipment included in the Acquired Assets for which a certificate of title or
origin evidences title (other than the Vessels), and with respect to any
applicable Acquired Assets, together with properly completed assignments of such
vehicles or other equipment to Marine Transportation, duly executed by the
appropriate Seller.

     

    (xv)          Such
other Vessel conveyance documents, bills of sale, assignments and other
instruments of transfer or conveyance as the Investor may reasonably request or
as may be otherwise necessary to evidence and effect the sale, assignment,
transfer, conveyance and delivery of the Acquired Assets to Marine
Transportation.


    
      
         


      

      
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    (xvi)         A
release of all Encumbrances relating to Indebtedness for borrowed money
identified in Schedule
4(e)(i), without any post-Closing liability or expense to the Investor or
the Acquired Companies, in form and substance reasonably acceptable to the
Investor.

     

    (xvii)        An
Officer’s certificate for each Seller Entity, in the form of Exhibit J, duly
executed on behalf of such Seller Entity by the general partner of each Seller
Entity.

     

    (xviii)       A
Secretary’s certificate for each Seller Entity, in the form of Exhibit K duly
executed on behalf of the Seller Entities.

     

    (xix)          An
opinion of Strasburger & Price, LLP, in the form of Exhibit
L.

     

    (xx)           An
acknowledgement of acceptance of all terms and conditions of the Parent’s
partnership agreement, including a power of attorney, as provided in the
Parent’s partnership agreement, in the form of Exhibit M, executed
by the Sellers.

     

    (xxi)          All
other Transaction Agreements required to be delivered by the Seller Entities,
duly executed by or on behalf of such Seller Entity.

     

    (f)           Investor Deliveries at the
Closing.  At the Closing, (x) TD Marine shall deliver or cause
to be delivered to the Seller Entities the Acquired Equity Interest Assignment
and (y) the Investor shall deliver or cause to be delivered to the Seller
Entities:

     

    (i)           The
Employment Agreements, duly executed by Marine Transportation (or one of its
designated Affiliates).

     

    (ii)           The
Security Agreement, duly executed by the Investor and an affiliate of the
Investor.

     

    (iii)          The
Parent Guaranty, duly executed by the Parent.

     

    (iv)          An
opinion of Akin Gump Strauss Hauer & Feld, LLP, in the form of Exhibit
N.

     

    (v)           All
other Transaction Agreements required to be delivered by the Investor Parties,
duly executed by or on behalf of such Investor Party.

     

    (vi)          Delivery
of the Units issued by the Parent to Grifco or its designee(s) and that portion
of the Cash Consideration required pursuant to Section
2(c)(i)(A).


    
      
         


      

      
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    (g)           Proposed Closing Statement
and Post-Closing Adjustment.

     

    (i)           At
least five (5) business days prior to the Closing Date, the Investor, with the
assistance of the Sellers, shall cause to be prepared and delivered to the
Sellers a statement (the “Proposed Closing
Statement”), setting forth: the Investor’s reasonable good faith
estimate, including reasonable detail, of the estimated Purchase Price and the
components thereof, including any estimated Purchase Price Increases and
Purchase Price Decreases, any Adverse Consequences resulting from or
attributable to any inaccuracy, violation or breach of any representations,
warranties or covenants of the Sellers under this Agreement, and any other
adjustments expressly provided by this Agreement.

     

    (ii)           As
soon as practicable, but in any event no later than 45 days following the
Closing Date, the Investor, with the assistance of the Sellers, shall cause to
be prepared and delivered to the Sellers a statement, including reasonable
detail, of the estimated Purchase Price and the components thereof, including
any estimated Purchase Price Increases and Purchase Price Decreases, any Adverse
Consequences resulting from or attributable to any inaccuracy, violation or
breach of any representations, warranties or covenants of the Sellers under this
Agreement and any other adjustments expressly provided by this Agreement (the
“Closing
Statement”).

     

    (iii)          Upon
receipt of the Closing Statement, the Sellers and the Sellers’ independent
accountants shall be permitted to examine the schedules and other information
used or generated in connection with the preparation of the Closing Statement
and such other documents as the Sellers may reasonably request in connection
with its review of the Closing Statement.  Within 30 days of receipt
of the Closing Statement, the Sellers shall deliver to the Investor a written
statement describing in reasonable detail its objections, if any, to any amounts
or items set forth on the Closing Statement.  If the Sellers do not
raise objections within such period, then the Closing Statement shall become
final and binding upon the Sellers.  If the Sellers raise objections,
the Parties shall negotiate in good faith to resolve any such
objections.  If the Parties are unable to resolve any disputed item
(other than disputes involving the application or interpretation of the Law or
other provisions of this Agreement) within 15 days after the Sellers’ delivery
to Investor of its written statement of obligations to the Closing Statement,
any such disputed item shall be submitted to a nationally recognized independent
accounting firm mutually agreeable to the Parties who shall be instructed to
resolve such disputed item in accordance with the terms of this Agreement within
30 days.  The resolution of disputes by the accounting firm so
selected shall be set forth in writing and shall be conclusive, binding and
non-appealable upon the Parties, and the Closing Statement, as adjusted by the
resolution of the disputed items, shall thereupon become final and
binding.  The fees and expenses of such accounting firm shall be paid
one-half by the Investor and one-half by the Sellers.  The Parties
agree that any disputed item related to the application or interpretation of the
Law or other provisions of this Agreement shall not be resolved by the
designated accounting firm, but shall instead be resolved by litigation among
the Parties if the Parties are unable to resolve such disputed item through
agreement.


    
      
         


      

      
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    (iv)           If
the Purchase Price as set forth on the Closing Statement exceeds the estimated
Purchase Price as set forth on the Proposed Closing Statement, the Investor
shall pay the Sellers cash in the amount of such excess.  If the
estimated Purchase Price as set forth on the Proposed Closing Statement exceeds
the Purchase Price as set forth on the Closing Statement, the Sellers shall pay
to the Investor (or its designee) cash in the amount of such
excess.  After giving effect to the foregoing adjustments, any amount
to be paid by the Investor to the Sellers, or to be paid by the Sellers to the
Investor, as the case may be, shall be paid in the manner and with interest as
provided in Section
2(g)(v) at a mutually convenient time and place within five (5) business
days after the later of acceptance of the Closing Statement or the resolution of
the Investor’s objections thereto pursuant to Section
2(g)(iii).

     

    (v)           Any
cash payments pursuant to this Section 2(g) shall be
made by causing such payments to be credited in immediately available funds to
such account or accounts of the Investor or the Sellers, as the case may be, as
may be designated by the Investor or the Sellers, as the case may
be.  If any cash payment is being made after the fifth business day
referred to in Section
2(g)(iv) the amount of the cash payment to be made pursuant to this Section 2(g) shall
bear interest from and including such fifth business day to, but excluding, the
date of payment at a rate per annum equal to the Prime Rate plus two
percent.  Such interest shall be payable in cash at the same time as
the payment to which it relates and shall be calculated on the basis of a year
of 365 days and the actual number of days for which due.

     

    (vi)           The
Sellers shall cooperate in the preparation of the Closing Statement, including
providing customary certifications to the Investor, and, if requested, to the
Investor’s independent accountants or the accounting firm selected by mutual
agreement of the Parties pursuant to Section
2(g)(iii).

     

    (vii)          Except
as set forth in Section 2(g)(iii),
each Party shall bear its own expenses incurred in connection with the
preparation and review of the Closing Statement.

     

    (viii)         The
Parties acknowledge and agree that any inaccuracies omissions,
mischaracterizations or similar errors contained in the Proposed Closing
Statement or the Closing Statement shall not be subject to any “deductible,”
including the deductibles provided in Sections 9(b)(i) and 9(c)(i).

     

    (h)           Assumed
Obligations.  On the Closing Date, Marine Transportation shall
assume the Assumed Obligations pursuant to the Acquired Assets Contribution
Agreement.


    
      
         


      

      
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    3.           Representations and
Warranties Concerning the Investor
Parties.  The Investor hereby represents and warrants to the
Sellers that the following statements contained in this Article 3 are true and
correct.

     

    (a)           Organization and Good
Standing.  Each of the Investor 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, except where the failure to be so
qualified or in good standing would not, individually or in the aggregate, have
a Parent Material Adverse Effect or adversely affect Investor’s ability to
close.  Each Investor Party 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 except where the failure to own and use the properties owned and used
would not, individually or in the aggregate, have a Parent Material Adverse
Effect or adversely affect Investor’s ability to close.  There is no
proposed, pending or, to the Investor’s Knowledge, threatened action (or, to the
Investor’s Knowledge, Basis therefor) the dissolution, liquidation, insolvency
or rehabilitation of any Investor Party.

     

    (b)           Authorization of
Transaction.

     

    (i)          
 Each Investor Party has full power and authority (including full entity
power and authority) to execute and deliver each Transaction Agreement to which
such Investor Party is a party and to perform its obligations
thereunder.  Each Transaction Agreement to which a Investor Party is a
party constitutes the valid and legally binding obligation of such Investor
Party, enforceable against such Investor Party 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).  Except for
filings required to be made under the HSR Act, authorization required by
Environmental Requirements, and applicable securities Laws, no Investor 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 this Agreement or any other
Transaction Agreement to which such Investor Party is a party.  All
Units, and the limited partner interests represented thereby, have been duly
authorized and when issued, will be validly issued in accordance with the
Parent’s limited partnership agreement and will be fully paid (to the extent
required under the partnership agreement) and nonassessable (except as such
nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware
Revised Uniform Limited Partnership Act).

     

    (c)           Noncontravention.  Except
as set forth on Schedule 3(c), neither the execution and delivery of any
Transaction Agreement to which any Investor Party is a party, nor the
consummation of any of the transactions contemplated thereby, shall, (A) violate
any Law to which any Investor 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 Investor Party is a party or by
which such Investor Party is bound or to which any of the Investor Parties’
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, have a Parent Material Adverse Effect or adversely affect
Investor’s ability to close.  No registration under the Securities Act
is required for the issuances of the Units as contemplated by this
Agreement.


    
      
         


      

      
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    (d)           Brokers’
Fees.  No Investor Party has any liability or obligation to pay
any fees or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement.

     

    (e)           Title to and Condition of
Assets.

     

    (i)           Each
of the Parent and its Subsidiaries has good and indefeasible title to all of its
owned assets, and a valid leasehold interest in all of its leased assets, in
each case free and clear of all Encumbrances, except for (A) Permitted
Encumbrances, (B) Encumbrances disclosed in the SEC Reports and (C) Encumbrances
that would not have a Parent Material Adverse Effect.

     

    (ii)           Except
as set forth in the SEC Reports, the Parent’s (including its Subsidiaries’)
material assets, whether owned or leased, are in good operating condition and
repair (normal wear and tear excepted), are free from defects, are suitable for
the purposes for which it is currently used and are not in need of maintenance
or repair except for ordinary routine maintenance and repairs and except for
regularly scheduled overhauls of trucks and other equipment from time to
time.

     

    (f)        
   Capitalization.  As
of the date of this Agreement, the capitalization of the Parent is as
follows:  the Parent GP owns all of the Parent’s 2% general partner
interest and 7.2% of the issued and outstanding common units of the
Parent.

     

    (g)           Subsidiaries.  As
of the date of this Agreement, the Parent has no material Subsidiaries that are
not listed in the SEC Reports.

     

    (h)           Damage, Casualty,
Etc.  Since December 31, 2007, there has been no event that
would results in a Parent Material Adverse Effect, or any circumstance or
occurrence that would require disclosure in the SEC Reports and that has not
been so disclosed.

     

    (i)         
  Legal
Compliance.  Except as disclosed in the SEC Reports, the Parent
and its Subsidiaries are in compliance and have complied with all applicable
Laws of all Governmental Authorities, except where failure to comply,
individually or in the aggregate, have a Parent Material Adverse Effect or
adversely affect Investor’s ability to close.

     

    (j)       
    Tax
Matters.  Except to the extent it is disclosed in the SEC
Reports:

     

    (i)           Each
of Parent and its Subsidiaries has (A) duly filed or caused to be filed all Tax
Returns (or appropriate extensions) required to be filed by or with respect to
them or with respect to their assets or operations with the Internal Revenue
Service or other applicable taxing authority, (B) paid, or adequately reserved
against, all Taxes due or claimed due by a taxing authority from or with respect
to Parent or its Subsidiaries or their assets or operations and (C) made all
deposits required with respect to Taxes.


    
      
         


      

      
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    (ii)           There
has been no issue raised or adjustment proposed (and none is pending) by the
Internal Revenue Service or any other taxing authority in connection with any
Tax Returns relating to the assets or operations of Parent or its Subsidiaries,
and no waiver or extension of any statute of limitations as to any federal,
state, local or foreign tax matter relating to the assets or operations of
Parent or its Subsidiaries has been given by or requested from Parent or its
Subsidiaries with respect to any Tax year.

     

    (iii)           Each
of Parent and its Subsidiaries has withheld and paid all Taxes required to have
been withheld and paid in connection with amounts paid or owing to any employee,
independent contractor or creditor of Parent or its Subsidiaries, or other third
party, and all forms (including but not limited to forms W-2 and 1099) required
with respect thereto have been properly completed and timely filed.

     

    (iv)           Parent,
Genesis Crude Oil, L.P., a Delaware limited liability partnership, and Investor
are currently, and have since their formation, been properly classified as
partnerships or disregarded entities for U.S. federal income tax
purposes.

     

    (k)           Contracts and
Commitments.  Schedule 3(k)
includes a list as of the date of this Agreement of each contract and agreement
to which the Parent or any of the Parent’s Subsidiaries is subject that was
required to be included as an exhibit to the Parent’s Annual Report on Form 10-K
for the year ended December 31, 2007 pursuant to the rules and regulations of
the SEC.  With respect to each such listed contract and each such
contract that is required (pursuant to the rules and regulations of the SEC) to
be included as an exhibit to or described in any report on Form 10-Q or 8-K
filed during the period commencing on January 1, 2008 and ending on the Closing
Date (collectively, the “Parent
Contracts”):  (1) each Parent Contract is enforceable in all
material respects, subject to the effects of bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting creditors’ right generally
and to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law); (2) each Parent Contract
will continue to be so enforceable on terms identical to those contemplated in
(1) above following the consummation of the Transaction Agreements (except for
those that expire at the end of their term, without regard to the Transaction
Agreements); (3) the Parent and each of its Subsidiaries is not (and, to the
Investor’s Knowledge, no applicable counter-party thereto is) in breach or
default of such contract, and no event has occurred that, with notice or lapse
of time, would constitute a breach or default under such Parent Contract; and
(4) to the Investor’s Knowledge, no party to any Parent Contract has repudiated
any provision of such contract.


    
      
         


      

      
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    (l)         
  Permits.  Except
to the extent it is disclosed in the SEC Reports, the Parent and each of the
Parent’s Subsidiaries holds all permits, licenses, authorities, consents,
registrations,  certificates, waivers, exceptions, orders, variances,
approvals, and similar authorizations (collectively, “Permits”)
and has made all filings, paid all fees and maintained all material information,
documentation and records of all Governmental Authorities necessary or
appropriate for the lawful operation of its respective business, consistent in
all material respects with the past practices of the Parent and its
Subsidiaries, except for those the absence of which, individually or in the
aggregate, would not result in a Parent Material Adverse Effect.

     

    (m)           Litigation.  Except
to the extent it is disclosed in the SEC Reports, neither the Parent nor its
Subsidiaries are (i) subject to any outstanding injunction, judgment, order,
decree, ruling or charge nor (ii) is the subject of any action, suit,
proceeding, hearing or known investigation of, in or before any Governmental
Authority or is the subject of any pending or, to the Investor’s Knowledge,
threatened claim, demand or notice of violation or liability from any Person,
except in the case of (i) and (ii) above those which, individually or in the
aggregate, would not result in a Parent Material Adverse Effect.

     

    (n)           Environmental
Matters.  Except
as set forth in Schedule
3(n):

     

    (i)          
 Each of the Parent and its Subsidiaries is and has been in compliance with
all applicable Environmental Requirements, except to the extent non-compliance
would not, individually or in the aggregate, constitute a Parent Material
Adverse Effect;

     

    (ii)           Each
of the Parent and its Subsidiaries has obtained, or has timely sought to renew
(and has no Knowledge of why such renewal may not occur), all Permits, and has
made all filings, paid all fees and maintained all material information,
documentation and records, as necessary under applicable Environmental
Requirements for operating its business (as historically and currently
operated), and all such Permits and filings remain in full force and effect,
except to the extent non-compliance would not, individually or in the aggregate,
constitute a Parent Material Adverse Effect;

     

    (iii)           There
are no pending or, to the Investor’s Knowledge, threatened claims, demands,
actions, administrative proceedings, including any government investigations or
mandatory information requests, or lawsuits against the Parent or its
Subsidiaries under any Environmental Requirements with respect to their
businesses and they have not received notice of any of the foregoing and the
neither the Parent nor any of its Subsidiaries is subject to any outstanding
injunction, judgment, order, decree or ruling under any Environmental
Requirements.

     

    (iv)           Neither
the Parent nor any of its Subsidiaries has received any written notice that the
Parent or any of its Subsidiaries, is or may be a potentially responsible party
under any Environmental Requirements in connection with any site actually or
allegedly containing or used for the treatment, storage or disposal or otherwise
subject to a release or threatened release of Hazardous
Substances.


    
      
         


      

      
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    (v)           Since
January 2003, all Hazardous Substances generated, transported, handled, stored,
treated or disposed by, in connection with or as a result of the operations of
the Parent or its Subsidiaries or the conduct of the Parent or its Subsidiaries,
have been transported only by carriers maintaining valid authorizations under
applicable Environmental Requirements and treated, stored, disposed of or
otherwise handled only at facilities maintaining valid authorizations under
applicable Environmental Requirements and, to the Investor’s Knowledge, such
carriers and facilities have been and are operating in compliance with such
authorizations and are not the subject of any existing, pending or threatened
action, investigation or inquiry by any Governmental Authority or other Person
in connection with any Environmental Requirements.

     

    (o)           SEC
Reports.  Since December 31, 2007, (i) the Parent has timely
made all filings required to be made by it under the Securities Act and the
Securities Exchange Act (“SEC
Reports”), (ii) all filings by the Parent with the SEC, at the time filed
(in the case of documents filed pursuant to the Securities Exchange Act) or when
declared effective by the SEC (in the case of registration statements filed
under the Securities Act) complied in all material respects with the applicable
requirements of the Securities Act and the Securities Exchange Act and the rules
and regulations of the SEC thereunder, (iii) no such filing, at the time
described above, contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein in order to make the
statements contained therein, in light of the circumstances under which it was
made, not misleading, and (iv) all financial statements contained or
incorporated by reference therein, complied as to form when filed in all
material respects with the rules and regulations of the SEC with respect
thereto, were prepared in accordance with GAAP applied on a consistent basis
throughout the periods involved (except for pro forma financial statements and
as may be indicated therein in the notes thereto and subject, in the case of
quarterly financial statements, to normal and recurring year-end adjustments),
and fairly present in all material respects the financial condition and results
of operations of the Parent and the Parent’s Subsidiaries at and as of the
respective dates thereof and the consolidated results of its operations and
changes in cash flows for the periods indicated (subject, in the case of
unaudited statements, to normal year-end audit adjustments).  As of
the date of this Agreement, the Parent meets the conditions for use of a
registration statement on Form S-3.

     

    (p)           Public
Utility.  None of the Parent or any of the Parent’s
Subsidiaries is a “public utility company,” “holding company” or “subsidiary” or
“affiliate” of a holding company as such terms are defined in the Public Utility
Holding Company Act of 1935, as amended.

     

    (q)           Investment
Company.  None of the Parent or any of the Parent’s
Subsidiaries is an “investment company” or a company “controlled by” an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.

     

    (r)           Independent
Accountants.  Deloitte & Touche LLP, who have certified
certain financial statements of the Parent contained in the SEC Reports are
independent public accountants as required by the Securities Act and the
applicable published rules and regulations thereunder.


    
      
         


      

      
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    (s)           No Other Representations or
Warranties.  Except as and to the extent set forth in this
Agreement, Investor makes no representations or warranties whatsoever to Sellers
and hereby disclaims all liability and responsibility for any representation,
warranty, statement, or information made, communicated, or furnished (orally or
in writing) to Sellers or their representatives (including any opinion,
information, projection, or advice that may have been or may be provided to
Sellers by any director, officer, employee, agent, consultant, or representative
of Investor or any Affiliate thereof).  Investor makes no
representations or warranties to Sellers regarding profitability of the
Parent.

     

    (t)          
 No
Reliance.  Investor covenants that the Investor Parties have
reviewed and had access to all documents, records, and information which they
have desired to review in connection with their decision to enter into this
Agreement, and to purchase the Acquired Equity Interests and acquire
(indirectly) the Acquired Assets and to consummate the transactions contemplated
hereby.  In deciding to enter into this Agreement, and to consummate
the transactions contemplated hereby, Investor covenants that the Investor
Parties have relied solely upon their own knowledge, independent investigation,
review and analysis (and that of their representatives) and not on any
disclosure or representation made by, or any duty to disclose on the part of,
the Sellers, their Affiliates, or any of their representatives, other than the
representations and warranties of the Sellers expressly set forth herein and the
other Transaction Agreements.

     

    4.           Representations and
Warranties Concerning the Sellers, the Company Assets and
Business.  Each Seller hereby represents and warrants, jointly
and severally, to the Investor that the following statements contained in this
Article 5 are
true and correct.

     

    (a)           Organization and Good
Standing.  Each Seller Party (other than any individual) is
duly organized, validly existing and in good standing under the Laws of the
state of Texas.  Each Seller Party (other than any individual) is duly
qualified and in good standing under the Laws of each other jurisdiction that
requires qualification, except where the failure to be so qualified or in good
standing would not, individually or in the aggregate, have a Seller Material
Adverse Effect or adversely affect the Sellers’ ability to
close.  Each Seller Party (other than any individual) 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 except where the failure to own and use
the properties owned would not, individually or in the aggregate, have a Seller
Material Adverse Effect.  Each Seller has delivered to the Investor
correct and complete copies of each Seller Party’s (other than any individual)
Organizational Documents, as amended to date.  None of the Seller
Parties (exclusive of any individual) is in breach of any provision of its
Organizational Documents.  There is no proposed, pending or, to the
Sellers’ Knowledge, threatened action (or, to the Sellers’ Knowledge, Basis
therefor) the dissolution, liquidation, insolvency or rehabilitation of any
Seller Party.

     

    (b)           Authorization of
Transaction.  Each Transaction Agreement to which any Seller
Party is a party constitutes the valid and legally binding obligation of such
Seller Party, enforceable against such Seller 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 Seller Party
(other than any individual) has received the unanimous approval of 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.  Except as set forth on Schedule 4(b), no
Seller 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 this Agreement or any
other Transaction Agreement to which such Seller Party is a
party.


    
      
         


      

      
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    (c)           Noncontravention.  Except
as set forth on Schedule 4(c),
neither the execution and delivery of any Transaction Agreement to which each
Seller Party is a party, nor the consummation of any of the transactions
contemplated thereby, shall, (A) violate any Law to which  such Seller
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 such Seller Party is a party, or by which such Seller 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, (x) delay or materially affect the ability of
the Sellers to consummate the transactions contemplated by such Transaction
Agreement or (y) result in a Seller Material Adverse Effect.

     

    (d)           Brokers’
Fees.  The Sellers have no liability or obligation to pay any
fees or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement.

     

    (e)           Title to and Condition of
Assets.

     

    (i)         
  The Sellers have good and indefeasible title to all of the Acquired
Assets other than the Acquired Equity Interests and the Company Leased Assets,
and a valid leasehold interest in all of the Company Leased Assets, in each case
free and clear of all Encumbrances, except for (A) Permitted Encumbrances and
(B) Encumbrances disclosed in Schedule
4(e)(i).  Immediately after the Closing, Marine Transportation
(including its Subsidiaries) will have good and indefeasible title to all of the
Acquired Assets other than 100% of the Equity Interest in Grifco Two, DGMT
Holdings, DG JV, Marine Holdings and Marine Transportation, the Company Leased
Assets, and a valid leasehold interest in all of the Company Leased Assets, in
each case free and clear of all Encumbrances, except for Permitted
Encumbrances.  Immediately after the Closing,  DG JV will
own 75% of the Equity Interest in Marine Holdings; Marine Holdings will own 75%
of the Equity Interest in Marine Transportation;   Marine
Transportation will own 100% of the Equity Interest in DGMT Holdings; DGMT
Holdings will own 1% of the Equity Interest in Grifco Two; and Marine
Transportation will own 99% of the Equity Interest in Grifco Two, in each case,
free and clear of all Encumbrances other than those created by the
Organizational Documents of each Acquired Company.   Part I of
Exhibit A is a
listing of the material Acquired Assets.  Part II of Exhibit A is a
listing of all of the material Company Leased Assets.


    
      
         


      

      
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    (ii)           The
Acquired Assets constitute all material assets of each Seller necessary for it
to conduct the Business as currently conducted by each Seller.  The
Sellers own no assets other than the Acquired Assets and the Reorganization
Assets. The Sellers have no operations or Obligations other than those directly
related to the Company Assets, the Acquired Companies, the Reorganization
Assets, the Retained Obligations, the Assumed Obligations and the Jeffboat
Contract Obligations.

     

    (iii)           Since
inception and through the date hereof, Grifco Two has not owned (and does not
own) any assets, has not conducted (and does not conduct) any operations, and
has not incurred (and does not have) any Obligations other than those associated
with the Jeffboat Contract or those which have been terminated and released and
for which Grifco Two has no Obligations.

     

    (iv)           Since
inception and through the date hereof, DG JV’s sole asset is its 75% membership
interest in Marine Holdings.  Since inception and through the date
hereof, DG JV, has not owned (and does not own) any assets, has not conducted
(and does not conduct) any operations, and has not incurred (and does not have)
any obligations other than assets, operations and obligations to be acquired
pursuant to its Acquired Assets Contribution Agreements.

     

    (v)           Since
inception and through the date hereof, DGMT Holdings has not owned (and does not
own) any assets, has not conducted (and does not conduct) any operations, and
has not incurred (and does not have) any obligations other than assets,
operations and obligations to be acquired pursuant to the Grifco Two Acquired
Equity Interest Contribution Agreement.

     

    (vi)           Since
inception and through the date hereof, Marine Holdings’ sole asset was initially
52.5% and after Closing will be its 75% membership interest in Marine
Transportation.  Since inception and through the date hereof, Marine
Holdings, has not owned (and does not own) any assets, has not conducted (and
does not conduct) any operations, and has not incurred (and does not have) any
obligations other than assets, operations and obligations to be acquired
pursuant to the Acquired Assets Contribution Agreement.

     

    (vii)           Except
as set forth on Schedule 4(e)(vii),
each of the Vessels and other material Acquired Assets, whether owned or leased,
is in good operating condition and repair (normal wear and tear excepted), free
from defects (other than Permitted Encumbrances), is suitable for the purposes
for which it is currently used and is not in need of maintenance or repairs
except for ordinary routine maintenance and repairs and except for regularly
scheduled overhauls of the Vessels and other equipment from time to
time.

     

    (f)           Capitalization.

     

    (i)        
   Schedule 4(f)
specifies the owners, legally and beneficially, of the issued and outstanding
Equity Interests of each Seller Party (other than individuals) and the Acquired
Companies and with respect to Grifco Two, after giving effect to the
contribution by the Principals and Grifco GP, of their respective Equity
Interest in Grifco Two to Grifco.


    
      
         


      

      
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    (ii)           After
giving effect to the contribution by the Principals and Grifco GP, of their
respective Equity Interest in Grifco Two to Grifco, the Equity Interests of each
Seller Party (other than individuals) and the Acquired Companies described in
Schedule 4(f) constitute 100%
of the issued and outstanding Equity Interests of each such Seller Party or
Acquired Company as applicable, and such issued and outstanding Equity Interests
have been duly authorized, validly issued, fully paid and are non-assessable,
except for amounts owing by Richard R. Alexander to Grifco under a promissory
note issued by Richard R. Alexander in connection with the issuance of his
Equity Interest in Grifco.  After giving effect to the contribution by
the Principals and Grifco GP, of their respective Equity Interest in Grifco Two
to Grifco, and except as described in Schedule 4(f), the
outstanding Equity Interests in each such Seller Party is held, as set forth
above, free and clear of any Encumbrances (except Encumbrances under such Seller
Party’s Organizational Documents or restrictions on transfer under applicable
securities laws), and there are no Commitments with respect to any Equity
Interest of such Seller Party.  The owners of the Equity Interests in
each such Seller Party are not party to any voting trusts, proxies or other
contracts or understandings with respect to voting any of such Equity
Interests.

     

    (g)           Subsidiaries.  Except
as described Schedule
4(g),  none of the Seller Entities owns any Equity Interest in
any Person other than the Acquired Companies.

     

    (h)           Damage, Casualty,
Etc.  Since December 31, 2007, except for any damage,
destruction or condemnation that occurs after the date of this Agreement and is
subject to the provisions of Section
5(e):

     

    (i)        
   there has not been any material physical damage, destruction
or loss to any material portion of the Company Assets or the Business, whether
or not covered by insurance except as indicated in the Financial
Statements;

     

    (ii)           there
has been no actual, pending, or to the Sellers’ Knowledge, threatened adverse
change affecting any of the Company Assets or the Business with any customers,
licensors, suppliers, distributors or sales representatives of the Seller
Entities that would have, individually or in the aggregate, a Seller Adverse
Effect in excess of $200,000;

     

    (iii)           the
Company Assets and the Business have been operated and maintained in all
material respects in the Ordinary Course of Business;

     

    (iv)           there
has not been any Seller Material Adverse Effect;

     

    (v)           none
of the matters of the type described in clauses (i)–(xvii) of Section 5(c) have
occurred except as would be permitted pursuant to such clauses or as set forth
in Schedule
4(h)(v) or as indicated in the Financial Statements; and


    
      
         


      

      
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    (vi)           there
is no contract, commitment or agreement to take or cause to take any action that
would result in any of the foregoing described in clauses (i), (ii), (iv) or
(v), or to operate or maintain the Company Assets or the Business other than in
the Ordinary Course of Business, in each case, except as expressly permitted
hereby.

     

    (i)       
    Legal
Compliance.  Each Seller Entity is in compliance and has
complied with all applicable Laws of all Governmental Authorities, except where
the failure to comply would not, individually or in the aggregate, have a Seller
Adverse Effect in excess of $100,000.

     

    (j)         
  Tax
Matters.

     

    (i)          
 The Seller Entities have (A) duly filed or caused to be filed all Tax
Returns (or appropriate extensions) required to be filed by or with respect to
such Company or with respect to its assets or operations with the Internal
Revenue Service or other applicable taxing authority, (B) paid, or adequately
reserved against, all Taxes due or claimed due by a taxing authority from or
with respect to such Seller or its assets or operations and (C) made all
deposits required with respect to Taxes.

     

    (ii)           Except
as described in Schedule 4(j), there
are no currently proposed or pending adjustments by the Internal Revenue Service
or any other taxing authority in connection with any Tax Returns relating to the
assets or operations of the Seller Entities, and no waiver or extension of any
statute of limitations as to any federal, state, local or foreign tax matter
relating to the assets or operations of the Seller Entities has been given by or
requested from the Seller Entities with respect to any Tax year.

     

    (iii)           Except
as described in Schedule 4(j), the
Seller Entities are not currently the beneficiary of any extension of time
within which to file any Tax Return.

     

    (iv)           Each
Seller has withheld and paid all Taxes required to have been withheld and paid
in connection with amounts paid or owing to any employee, independent
contractor, shareholder, partner, member or creditor of the Seller Entities, or
other third party, and all forms (including but not limited to forms W-2 and
1099) required with respect thereto have been properly completed and timely
filed.

     

    (k)           Signing Date Contracts and
Commitments.

     

    (i)         
  Schedule
4(k) contains a list as of the date of this Agreement of each Company
Contract segregated into the following categories: 

     

    (A)           any
Company Contract (other than any Company Contract otherwise listed in (B) or (I)
below) that provides for the payment by the Seller Entities of more than $50,000
over the remaining life of such contract or, when taken together with all other
non-scheduled contracts of more than $250,000;


    
      
         


      

      
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    (B)           any
Company Contract that has not been fully performed prior to the date hereof that
constitutes a purchase order or other contract relating to the sale, purchase,
lease or provision by any Seller of goods or services in excess of
$50,000;

     

    (C)           any
Company Contract that grants any Person the exclusive right to sell products or
provide services within any geographical region;

     

    (D)           any
Company Contract that purports to limit the freedom of any Seller to compete in
any line of business or to conduct business in any geographic
location;

     

    (E)           any
Company Contract that provides for the deferred payment of any purchase price
(other than trade payables incurred in the Ordinary Course of Business),
including any “earn out” or other contingent fee arrangement;

     

    (F)           any
Company Contract that creates an Encumbrance (other than a Permitted
Encumbrance) on any of the Acquired Assets or any Company Contract giving rise
to a vendor’s lien in respect of trade payables arising in the Ordinary Course
of Business;

     

    (G)           any
Company Contract that involves interest rate swaps, cap or collar agreements,
commodity or financial future or option contracts or similar derivative or
hedging contracts;

     

    (H)           any
Company Contract under which any Seller has made advances or loans to any other
Person other than those creating trade receivables incurred in the Ordinary
Course of Business;

     

    (I)           any
Company Contract that involves any outstanding contracts of guaranty, surety or
indemnification, direct or indirect, by the Seller Entities.

     

    (J)           other
than the Organizational Documents of the Seller Entities, any Company Contract
that constitutes a partnership, joint venture or similar contract;

     

    (K)           any
Company Contract for the lease of personal property to or from any Person
providing for lease payments in excess of $25,000 in any 12-month period;


     

    (L)           any
Company Contract that involves any Associate;


    
      
         


      

      
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    (M)          any
Company Contract with any port operators who permit the Seller Entities to store
surplus equipment, use personnel facilities and purchase fuel and
supplies;

     

    (N)           any
Company Contract entered into outside of the Ordinary Course of Business;
and

     

    (O)           any
material Company Contract not covered in (A) – (N) above.

     

    (ii)           The
Seller Entities have delivered to the Investor a correct and complete copy of
each Company Contract (as amended).  Except as set forth in Schedule 4(k)(ii),
with respect to each Company Contract:

     

    (A)           such
Company Contract is enforceable in all material respects, subject to the effects
of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting
creditors’ right generally and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law);

     

    (B)           such
Company Contract will continue to be so enforceable on terms identical to those
contemplated in (A) above following the consummation of the Transaction
Agreements (except for those that expire at the end of their term, without
regard to the Transaction Agreements);

     

    (C)           The
Seller Entities are not (and, to the Sellers’ Knowledge, no applicable
counter-party thereto is) in breach or default of such contract, and no event
has occurred that, with notice or lapse of time, would constitute a breach or
default under such Company Contract; and

     

    (D)           to
the Sellers’ Knowledge, no party to such Company Contract has repudiated any
provision of such contract.

     

    (l)        
   Permits.  With
the exception of items set forth on Schedule
4(n)(ii), Schedule 4(l) lists
all Permits by any Governmental Authority and all quality certificates granted
by any industry organization and used or held by the Seller Entities in
connection with the ownership and operation of the Business except for those the
absence of which would not, individually or in the aggregate, result in a Seller
Adverse Effect of more than $50,000.  Such Permits constitute all
Permits necessary for the continued ownership, use and lawful operation of the
Business, consistent in all material respects with the past practices of the
Business.  The Seller Entities are not in default, and, to the
Sellers’ Knowledge, no condition exists that with notice or lapse of time or
both would constitute a default under any of any Permits except such
unenforceability, defaults or conditions that would not, individually or in the
aggregate, result in a Seller Adverse Effect of more than $50,000.

     

    (m)           Litigation.  Schedule 4(m) sets
forth each instance in which the Seller Entities, any of the Company Assets or
the Business (A) is subject to any outstanding injunction, judgment, order,
decree, ruling or charge or (B) is the subject of any action, suit, proceeding,
hearing or known investigation of, in or before any court or quasi-judicial or
administrative agency of any federal, state, local or foreign jurisdiction, or
is the subject of any pending or, to the Sellers’ Knowledge, threatened claim,
demand or notice of violation or liability from any Person.  To the
Sellers’ Knowledge, there is not any Basis for any present or future injunction,
judgment, order, decree, ruling, charge or action, suit proceeding, hearing or
investigation of, in or before any Governmental Authority, against any of them
giving rise to any Obligation of which the Seller Entities would be
subject.


    
      
         


      

      
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    (n)           Environmental
Matters.  Except as set forth in Schedule
4(n):

     

    (i)           
Except to the extent non-compliance would not, individually or in the aggregate,
reasonably be expected to constitute a Seller Material Adverse Effect, each
Seller is and has been in compliance with all applicable Environmental
Requirements.

     

    (ii)          
 Except to the extent non-compliance would not, individually or in the
aggregate, reasonably be expected to constitute a Seller Material Adverse
Effect, (a) each Seller has obtained, or has timely sought to renew (and has no
Knowledge of why such renewal may not occur), all Permits and has made all
filings, paid all fees and maintained all material information, documentation
and records, as necessary under applicable Environmental Requirements for
operating the Acquired Assets and the Business (as historically and currently
operated), and (b) all such Permits and filings remain in full force and effect.
Schedule
4(n)(ii) sets forth a complete list of all Permits as are necessary under
applicable Environmental Requirements for operating the Acquired Assets and the
Business, each of which is held in the name of the appropriate Company as
indicated on Schedule
4(n)(ii).

     

    (iii)           There
are no pending or, to the Sellers’ Knowledge, threatened claims, demands,
actions, administrative proceedings, including any government investigations or
mandatory information requests, or lawsuits against any Seller or their
Affiliates under any Environmental Requirements with respect to the Acquired
Assets or the Business and it has not received notice of any of the foregoing
and the Seller Entities are not, and none of the Acquired Assets or the Business
is, subject to any outstanding injunction, judgment, order, decree or ruling
under any Environmental Requirements.

     

    (iv)           The
Seller Entities (including their Affiliates) have not received any written
notice that it, is or may be a potentially responsible party under any
Environmental Requirements in connection with any site actually or allegedly
containing or used for the treatment, storage or disposal or otherwise subject
to a release or threatened release of Hazardous Substances.

     

    (v)           All
Hazardous Substances generated, transported, handled, stored, treated or
disposed by, in connection with or as a result of the operation of the Seller
Entities or the conduct of the Seller Entities (including their Affiliates) of
the Business, have been transported only by carriers maintaining valid
authorizations under applicable Environmental Requirements and treated, stored,
disposed of or otherwise handled only at facilities maintaining valid
authorizations under applicable Environmental Requirements and, to the Sellers’
Knowledge, such carriers and facilities (A) have been and are operating in
compliance with such authorizations and (B) are not the subject of any existing,
pending or threatened action, investigation or inquiry by any Governmental
Authority or other Person in connection with any Environmental
Requirements.


    
      
         


      

      
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    (vi)           To
the knowledge of each of the Sellers, no condition exists at any facility or
with respect to any equipment owned or operated by the Seller that is reasonably
expected to be a violation of or otherwise impose liability under any
Environmental Requirement.

     

    (vii)          Each
Seller has delivered to the Investor all reports within its possession, custody
or control regarding the Seller Entities’ compliance with Environmental
Requirements and Environmental conditions at or from the Company Real
Property.

     

    (o)           Financial
Statements.

     

    (i)         
  Schedule
4(o) sets forth the Financial Statements.

     

    (ii)           (A)
The Financial Statements were prepared in accordance with GAAP (except as
expressly set forth therein, except for the absence of footnotes and, in the
Interim Financial Statements, normal year-end adjustments) and fairly present,
in all material respects, the consolidated financial position and income, cash
flows, and partner’s equity associated with the ownership and operation
of  the Seller Entities as of the dates and for the periods indicated;
(B) the Financial Statements do not omit to state any liability required to be
stated therein in accordance with GAAP (except as expressly set forth therein,
except for the absence of footnotes and, in the Interim Financial Statements,
normal year-end adjustments); (C) the Seller Entities have no lease Obligations
or contingent liabilities that are not disclosed in the Year-End Financial
Statements that, if the Interim Financial Statements had contained footnotes,
would have been required by GAAP to have been disclosed or reflected in such
footnotes; and (D) the Seller Entities do not have any Obligations that would be
required under GAAP to be presented in its financial statements, except for (w)
Obligations included in the Financial Statements and not heretofore paid or
discharged, (x) Obligations that have arisen after the last day included in the
Interim Financial Statements in the Ordinary Course of Business, and (y) other
Obligations that have arisen after such date that, individually or in the
aggregate, are not material and are of the same character and nature as the
Obligations included in the Financial Statements.

     

    (p)           Encumbrances for Borrowed
Money.  Except as set forth on Schedule 4(p), there
are no borrowings, loan agreements, promissory notes, pledges, mortgages,
guaranties, capital leases or other similar Obligations (direct or indirect)
that are secured by or constitute an Encumbrance on the Acquired
Assets.


    
      
         


      

      
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    (q)           Preferential Purchase
Rights.  Except as set forth on Schedule 4(q), there
are no preferential purchase rights, options, other rights held by any Person to
purchase or acquire any of the Acquired Assets or the Business, in whole or in
part (“Preferential
Rights”).

     

    (r)         
  Company
Real Property.  Schedule 4(r) lists
all of the Company Real Property.  Schedule 4(r) also
contains an accurate and complete list of all leases and other material
contracts in respect of the Company Real Property that the Seller Entities
lease, accurate and complete copies of which have been delivered to the
Investor.  All of such leases and contracts included on Schedule 4(k) are
enforceable against the Seller Entities and the applicable counter-parties (and
their successors), except as any such failure to be enforceable would not,
individually or in the aggregate, have a Seller Material Adverse Effect or
materially adverse affect ability to conduct the Business in all material
respects as currently conducted.

     

    (s)      
     Customers, Vendors and
Suppliers.  Schedule 4(s) lists
(a) all of the Seller Entities’ customers in the Business during the two
12-month periods ending on the last days included in the Year-End Financial
Statements and the Interim Financial Statements, and states the approximate
total sales by the Seller Entities to each such customer during such period,
respectively and (b) the Seller Entities’ 20 largest suppliers to the Business
during such periods.  Except as set forth in Schedule 4(s), the
Seller Entities have not received written notice of either termination or an
intention to terminate the relationship with the Seller Entities from any
customer or supplier.  As of the date of this Agreement, to the
Sellers’ Knowledge, there is no present intent of any significant customer,
vendor or supplier of the Business to discontinue or substantially alter its
relationship with the Business upon consummation of the transactions
contemplated hereby.

     

    (t)            Intellectual
Property.  Schedule 4(t) sets
forth all Intellectual Property used by the Seller Entities in the conduct of
the Business.  Except as set forth on Schedule 4(t), the
Seller Entities own or have valid licenses to use all such Intellectual Property
and owns or has a valid right to use the name “Grifco Transportation” and any
trademark listed on Schedule
4(t).  No such Intellectual Property used by the Seller
Entities is the subject of any challenge received by the Seller Entities in
writing, and to the Sellers’ Knowledge, no such challenge has been
threatened.

     

    (u)           Receivables.  Except
as set forth on Schedule 4(u), the Seller Entities’
receivables represent bona fide transactions that arose in the Ordinary Course
of Business of the each Seller and are properly reflected on its books and
records.  All of the Seller Entities’ receivables are good and
collectible receivables, are current, and the Seller Entities expect to collect
same in accordance with past practice and the terms of such receivables (and in
any event within 90 days following the Closing Date) without any set off or
counterclaims.  No customer or supplier of the Seller Entities has any
Basis to believe that it has or would be entitled to any payment terms other
than terms in the Ordinary Course of Business, including any prior course of
conduct.

     

    (v)           Insurance.  Schedule 4(v) sets
forth the following information with respect to each Company Insurance Policy
(including policies providing property, casualty, liability and workers’
compensation coverage, and bond and surety arrangements) to which the Seller
Entities or any Affiliate has been a party, a named insured or otherwise the
beneficiary of coverage at any time since January 1, 2005:


    
      
         


      

      
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    (i)            the
name, address and telephone number of the agent;

     

    (ii)           the
name of the insurer, the name of the policyholder and the name of each covered
insured;

     

    (iii)          the
policy number and the period of coverage;

     

    (iv)          the
scope (including an indication of whether the coverage was on a claims made,
occurrence, or other basis) and amount (including a description of how
deductibles and ceilings are calculated and operate) of coverage;
and

     

    (v)           a
description of any deductible, retroactive premium adjustments or other
loss-sharing arrangements.

     

    With
respect to each Company Insurance Policy:

     

    (A)          the
policies are enforceable (other than those that have lapsed in accordance with
their terms);

     

    (B)           with
respect to any policies, if Investor validly assumes same and the
counter-parties thereto consent to the assignment of same to Investor on
identical terms as those of the Seller Entities and Investor makes and all
premium payments due thereunder, such policy will continue to be enforceable on
identical terms following the consummation of the Transaction Agreements subject
to termination in accordance with its terms;

     

    (C)           Neither
the Seller Entities nor, to the Sellers’ Knowledge, any Affiliate thereof (and,
to the Sellers’ Knowledge, no counter-party) is in breach of such policies
(including with respect to the payment of premiums or the giving of notices),
and no event has occurred which, with notice or the lapse of time, would
constitute a breach under the policies; and

     

    (D)           to
the Sellers’ Knowledge, no party to any Company Insurance Policy has repudiated
any provision thereof.

     

    The
Seller Entities currently have, and at Closing will have, in full force and
effect policies of insurance with respect to each of the Vessels and their
machinery and equipment and all other Acquired Assets against such casualties
and types and in such amounts as are customary for tug boat and barge operators
of similar size in the United States coastwise trade, and each Vessel carries
hull and equipment coverage of not less than 100% of the last appraised market
value of such Vessel.


    
      
         


      

      
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    No
insurance that each Seller or any of their Affiliates has ever carried has been
canceled nor, to the Sellers’ Knowledge, has any such cancellation been
threatened.  Other than as described in Schedule 4(v), since
January 1, 2005, the Seller Entities (including their Affiliates) have not ever
been denied coverage nor, to the Sellers’ Knowledge, has any such denial been
threatened.  Schedule 4(v) also
describes any self-insurance arrangements affecting the Seller
Entities.

     

    (w)           Inventory.  The
Seller Entities’ inventory, whether reflected on the Financial Statements or
not, consists of materials and supplies and parts, all of which is merchantable
and fit for the purpose for which it was procured and, except as is reflected on
the face of the balance sheet included in the Interim Financial Statements
(rather than the notes thereto), none of which is obsolete, damaged, or
defective.  Any inventory included in the balance sheet as of the last
day included in the Interim Financial Statements that should have been written
down has either been written off or written down to its net realizable
value.  Except as required by GAAP, individually or in the aggregate,
there has been no change in inventory valuation standard or methods with respect
to the inventory in the prior three years.  The quantities of each
kind of inventory are reasonable in the current (and the currently foreseeable)
circumstances of the Business subject to sales of same in the Ordinary Course of
Business.  The Seller Entities do not hold any items of inventory on
consignment from other Persons and no other Person holds any items of inventory
on consignment from the Seller Entities.

     

    (x)       
    Employees.

     

    (i)         
  Schedule
4(x)(i) lists each current employee (the “Eligible
Employees”) of the Seller Entities, and sets forth for each such employee
the years of service with the Seller Entities and any predecessors that are
currently credited for the purpose of determining benefits for such employee and
the nature and terms of employment. Schedule 4(x)(i)
contains a complete and accurate list as of the date of this Agreement of the
following information for each employee, director, independent contractor,
consultant and agent of the Seller Entities, including each employee on leave of
absence or layoff status: employer; name; job title; date of hiring or
engagement; date of commencement of employment or engagement; current
compensation paid or payable and any change in compensation since December 31,
2006; sick and vacation leave that is accrued but unused; and service credited
for purposes of vesting and eligibility to participate under any Company Plan,
or any other employee or director benefit plan maintained by the Seller
Entities.

     

    (ii)        
   Schedule 4(x)(ii)
contains a complete and accurate list as of the date of this Agreement of the
following information for each retired employee or director of the Seller
Entities, or their dependents, who under the Company Plans are receiving
benefits or scheduled to receive benefits in the future: name; pension benefits;
pension option election; retiree medical insurance coverage; retiree life
insurance coverage; and other benefits.

     

    (iii)           Schedule 4(x)(iii)
states the number of employees terminated by the Seller Entities since January
1, 2007 through the date of this Agreement, and, to the extent permitted by Law,
contains a complete and accurate list of the following information for each
employee of the Seller Entities who has been terminated or laid off, or whose
hours of work have been reduced by more than fifty percent (50%) by the Seller
Entities, in the six (6) months prior to the date of this
Agreement:  (i) the date of such termination, layoff or reduction in
hours; (ii) the reason for such termination, layoff or deduction in hours; and
(iii) the location to which the employee was assigned.


    
      
         


      

      
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    (iv)          The
Seller Entities have not violated the Worker Adjustment and Retraining
Notification Act (the “WARN Act”)
or any similar state or local Law.

     

    (v)           To
the Sellers’ Knowledge, no officer, director, agent, employee, consultant, or
contractor of any Seller is bound by any contract that purports to limit the
ability of such officer, director, agent, employee, consultant, or contractor
(i) to engage in or continue or perform any conduct, activity, duties or
practice relating to the Business or (ii) to assign to any Seller or to any
other Person any rights to any invention, improvement, or
discovery.  To the Sellers’ Knowledge, no former or current employee
of the Seller Entities is a party to, or is otherwise bound by, any contract
that in any way adversely affected, affects, or will affect the ability of the
Seller Entities or the Investor to conduct the Business as heretofore carried on
by the Seller Entities.

     

    (vi)           No
Seller is a party to or bound by any collective bargaining contract or agreement
of any kind with a labor organization, nor has it experienced any strikes,
grievances, claims of unfair labor practices, other collective bargaining
disputes.  The Seller Entities have not committed any unfair labor
practice (as determined under any Law).  The Seller Entities have no
Knowledge of any organizational effort currently being made or threatened by or
on behalf of any labor union with respect to the Seller Entities’
employees.

     

    (vii)          None
of the Seller Entities or any employer that would be considered a single
employer with any Seller Entity under Sections 414(b), (c), (m) or (o) of the
Code (such employer, an “ERISA
Affiliate”) maintains, contributes or have any liability, whether
contingent or otherwise, with respect to, and has not within the preceding six
years maintained, contributed or had any liability, whether contingent or
otherwise, with respect to any Company Plan (including, for such purpose, any
“employee benefit plan,” within the meaning of Section 3(3) of ERISA, which such
Seller Entity or ERISA Affiliate previously maintained or contributed to within
such preceding six years), that is, or has been, (i) subject to Title IV of
ERISA or Section 412 of the Code, or (ii) a “multiemployer plan,” within the
meaning of Section 4001(a)(3) of ERISA.   The Seller Entities and
each ERISA Affiliate are in material compliance with the requirements of
COBRA.  All premiums and contributions required to be paid or made by
the Seller Entities under the Company Plans will have been properly paid, made
or accrued on or prior to the Closing.


    
      
         


      

      
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     (viii)        The
master of each manned Vessel is duly licensed and certified to operate the
relevant Vessel.

     

    (y)       
    Affiliate
Services.  Except for (i) provision of the assets included in
or constituting a part of the Acquired Assets and (ii) services provided by
individuals and entities listed in Schedule 4(y), no
Associate of the Seller Entities provides services to the Seller Entities, the
Acquired Assets, or the Business.

     

    (z)         
  Seller
Status.  Neither the Seller Entities nor any Seller Affiliate
is an employee benefit plan or other organization exempt from taxation pursuant
to Section 501(a) of the Code, a non-resident alien, a foreign corporation or
other foreign Person, or a regulated investment company within the meaning of
Section 851 of the Code.

     

    (aa)           Solvency.  Immediately
after the transactions contemplated by this Agreement are consummated and after
giving effect to the application by the Seller Entities of a portion of the Cash
Consideration to repay the Bank Loans Balance, (a) the assets of the Seller
Entities, at a fair valuation, will exceed their debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of
the property of the Seller Entities will exceed the amount that will be required
to pay the probable liability of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) the Seller Entities will be able to pay their
debts and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) the Seller Entities will not
have unreasonably small capital with which to conduct the business in which they
are engaged as such business is now conducted and proposed to be conducted after
the Closing Date.

     

    (bb)           U.S.
Citizen.  Since the date it acquired its first Vessel, each
Seller has been, each Seller is, and at the Closing, each Seller will be, a
United States citizen within the meaning of the Shipping Laws and is qualified
to own and operate the Vessels in the United States coastwise trade under such
Shipping Laws.

     

    (cc)           No Other Representations or
Warranties.  Except as and to the extent set forth in this
Agreement, Sellers make no representations or warranties whatsoever to any
Investor Party and hereby disclaim all liability and responsibility for any
representation, warranty, statement, or information made, communicated, or
furnished (orally or in writing) to any Investor Party or their representatives
(including any opinion, information, projection, or advice that may have been or
may be provided to any Investor Party by any director, officer, employee, agent,
consultant, or representative of Sellers or any Affiliate
thereof.  Sellers make no representations or warranties to any
Investor Party regarding the probable success or profitability of the Business
or the Acquired Assets.

     

    (dd)           No
Reliance.  Each Seller covenants that it has reviewed and had
access to all documents, records, and information (including the Parent’s
filings with the SEC from time to time as of the date hereof and as of the date
of Closing) which it has desired to review in connection with its decision to
enter into this Agreement and to consummate the transactions contemplated
hereby.  In deciding to enter into this Agreement, and to consummate
the transactions contemplated hereby, each Seller covenants that it has relied
solely upon its own knowledge, independent investigation, review and analysis
(and that of its representatives) and not on any disclosure or representation
made by, or any duty to disclose on the part of, Investor, its Affiliates, or
any of their representatives, other than the representations and warranties of
Investor expressly set forth herein and the other Transaction
Agreements.


    
      
         


      

      
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    (ee)           Investment Intent;
Investment Experience; Restricted Securities.  In acquiring the
Units, none of the Seller Entities nor any of their Affiliates is offering or
selling, and shall not offer or sell the Units, for the Investor in connection
with any distribution of any of the Units, and none of the Seller Parties or any
of their Affiliates has a participation and is not participating in any such
undertaking or in any underwriting of such an undertaking except in compliance
with applicable federal and state securities laws.  The Seller
Entities acknowledge that Grifco and each of the Principals is able to fend for
themselves, can bear the economic risk of their investment in the Units, and has
such knowledge and experience in financial and business matters that they are
capable of evaluating the merits and risks of an investment in all of the
Units.  Each of the Seller Entities and their Affiliates is an
“accredited investor” as such term is defined in Regulation D under the
Securities Act.  Each of Grifco and the Principals understands that,
when issued to Grifco or its designees at the Closing, none of the Units will be
registered pursuant to the Securities Act or any applicable state securities
laws, that all of the Units will constitute “restricted securities” under
federal securities laws and that under such laws and applicable regulations none
of the Units can be sold or otherwise disposed of without registration under the
Securities Act or an exemption therefrom.

     

    5.           Pre-Closing
Covenants.  The Parties agree as follows with respect to the
period between the date of this Agreement and the Closing:

     

    (a)           General.  The
Investor shall use its commercially reasonable best efforts to take all action
and to do all things necessary, proper or advisable in order to consummate and
make effective the transactions contemplated by this Agreement, including the
Sellers’ conditions to closing in Section
8(b).  Each Seller shall (and shall cause each Acquired Company
to) use its commercially reasonable best efforts to take all action and to do
all things necessary, proper or advisable in order to consummate and make
effective the transactions contemplated by this Agreement, including the
Investor’s conditions to closing in Section
8(a).

     

    (b)           Notices, Consents and
Audited Financial Statements.

     

    (i)          
 Each Seller shall (and shall cause each Acquired Company to) give any
notices to, make any filings with, and use their commercially reasonable best
efforts to obtain any authorizations, consents and approvals of Governmental
Authorities and third parties it is required to obtain in connection with the
matters referred to in Sections 4(b) and
4(c) including
the corresponding Schedules so as to permit the Closing to occur not later than
9:00 a.m. (Houston time) by July 31, 2008.


    
      
         


      

      
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    (ii)         
  Each Seller agrees to provide access to its books and records to
allow the Parent’s outside auditing firm to prepare (at Investor’s expense) any
information Investor reasonably believes is required to be furnished or provided
by Investor pursuant to applicable securities Laws, including (i) audited
financial statements relating to the Seller Entities, Business and/or Acquired
Assets and Assumed Obligations  for the fiscal years 2005, 2006, 2007,
including combined balance sheets as of December 31, 2006 and 2007 and the
combined statements of income, statements of partner’s capital and statements of
cash flow for each of the three years ending December 31, 2005, 2006 and 2007,
and (ii) unaudited combined and comparative interim financial statements as of
and for the applicable quarterly period in 2008, if any, and the comparable
quarterly period in 2007.  Each Seller will: (A) to the extent
required by applicable securities Laws, allow the Investor to use such audited
financial statements in the Parent’s filings with the SEC, (B) use its
commercially reasonable best efforts to obtain (as soon as possible after the
date hereof) any necessary or applicable consent of Hein & Associates, LLP,
including consent to be named as an expert and consent to include certain
financial statements in the Parent’s filings with the SEC, (C) allow the
Parent’s outside auditing firm to review the combined and comparative interim
unaudited financial statements, (D) direct the Sellers’ auditors to provide the
Parent’s auditors access to the auditors’ work papers, and (E) use its
commercially reasonable efforts to assist the Parent with such audit and to
provide other financial information reasonably requested by the Investor,
including the delivery by each Seller and their Affiliates of any information,
letters and similar documentation reasonably requested by such auditors,
including reasonable “management representation letters” and
attestations.  The Investor shall pay and/or reimburse the Seller
Entities for all reasonable costs incurred by the Seller Entities in connection
with the preparation of financial information referenced in this Section 5(b)(ii) if
the Closing occurs or if the Closing does not occur for any reason other than
termination by Investor pursuant to Section
11(a)(ii).

     

    (c)           Operation of
Business.  No Seller will, without the prior consent of the
Investor (which consent shall not be unreasonably withheld or delayed), except
as expressly contemplated by this Agreement or as contemplated by Schedule 5(c), engage
(or permit any Acquired Company to engage) in any practice, take any action or
enter into any transaction outside the Ordinary Course of
Business.  Subject to compliance with applicable Law, each Seller will
confer on a regular and frequent basis (generally expected to be at least twice
per month) with one or more representatives of the Investor to report on
operational matters and the general status of the Business and its operations
and will promptly provide to the Investor or its representatives copies of all
filings it makes with any Governmental Authority during such
period.  Without limiting the generality of the foregoing, during the
period commencing on the date of this Agreement and continuing to the Closing
Date, each Seller Entity will not (and will cause each Acquired Company not to),
except as may be necessary or appropriate in case of force majeure or other
emergency, without the consent of the Investor (which consent shall not be
unreasonably withheld or delayed) and except as expressly contemplated by this
Agreement or by Schedule 5(c) do any
of the following:

     

    (i)         
  sell, lease or otherwise dispose of any of its property or assets,
other than dispositions of Reorganization Assets; sales of services in the
Ordinary Course of Business; and dispositions of obsolete, damaged or defective
parts, supplies or inventory;


    
      
         


      

      
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    (ii)           acquire
(including by merger, consolidation or acquisition of Equity Interest or assets)
any Person, make an investment in or a loan to any Person (other than loans to
employees in amounts not to exceed in the aggregate outstanding amount $25,000),
or acquire (including making capital expenditures or leasing (other than leases
of equipment made in the Ordinary Course of Business cancelable by each Seller
upon 90 days’ or less prior notice without penalty)) any assets with an
aggregate value in excess of $100,000;

     

    (iii)           enter
into any joint venture, partnership or similar arrangement;

     

    (iv)           incur,
issue, repay, redeem or repurchase any Indebtedness or capital leases or issue
any debt securities or assume, guarantee, endorse or otherwise as an
accommodation become responsible for the obligations of any Person, or make any
loans or advances, or delay or postpone beyond the applicable due date the
payment of accounts payable or other liabilities other than (A) working capital
borrowings under the Bank Loans in an amount not to exceed $250,000, (B)
endorsements of checks for deposit, (C) causing the issuance of letters of
credit, performance bonds and similar Indebtedness not for borrowed money made
in the Ordinary Course of Business consistent with past practice, (D) capital
lease Obligations that do not exceed $15,000, individually or in the aggregate,
(E) repayments of working capital borrowings and the Permitted Indebtedness and
(F) repay amounts owed by Grifco to a Principal or another Seller in accordance
with Schedule
1(f) and 4(k)(K), and (G) collect amounts due from a Principal or another
Seller in accordance with Schedule 4(k)(F), 4(k)(G) and 4(k)(K).

     

    (v)           cause
or allow any part of the Acquired Assets to become subject to an Encumbrance,
except for Permitted Encumbrances and other Encumbrances identified in Section 4(e)(i);

     

    (vi)           issue,
sell, pledge, dispose of, grant, encumber or authorize the issuance, sale,
pledge, disposition, grant, repurchase, redemption or encumbrance  of
any Equity Interest of any Seller Entity or any Commitments with respect to any
Equity Interest of any Seller Entity or declare, set aside or make any
distributions or dividends in respect of any such Equity Interest;

     

    (vii)          enter
into, amend in any material respect, or terminate any material Company Contract
before the expiration of the term thereof other than to the extent any such
contract terminates in accordance with its terms in the Ordinary Course of
Business; provided such
action does not cause Sellers to be unable to pay off the Bank Loans Balance at
Closing as contemplated herein;

     

    (viii)         allow
any Permits to terminate or lapse other than expirations in accordance with
their terms, in which case the Seller Entities shall use their commercially
reasonable efforts to obtain an extension or replacement of such expired Permit
if necessary for the Business;


    
      
         


      

      
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    (ix)           cancel
or compromise any debt or claim, initiate or settle any action, litigation,
complaint, rate filing or administrative proceeding involving payment by the
Seller Entities or to the Seller Entities, where the terms of all such
settlements, cancellations, compromises or agreements are in excess of $100,000
in the aggregate or adversely impact the Acquired Assets or the Business after
such settlement or agreement, provided the Sellers may
settle or compromise any Retained Obligation;

     

    (x)         
  (1) modify the annual level of compensation of any employee,
officer, director, consultant or similar representative, (2) grant any bonus,
benefit or other direct or indirect compensation, (3) increase the coverage or
benefits available (or reduce the employees’ allocable share of costs or
premiums) under any benefit plan or create any new severance pay, termination
pay, vacation pay, company awards, salary continuation for disability, sick
leave, deferred compensation, bonus or other incentive compensation, insurance,
pension or other employee benefit plan or arrangement made to, for, or with any
employee or otherwise modify or amend or terminate any such plan or arrangement
or (4) enter into any employment, deferred compensation, severance, consulting,
non-competition or similar contract (or amend any such contract) to which any
Seller is a party, except, in each case, as required by applicable Law from time
to time in effect;

     

    (xi)           make
or pledge to make any charitable or other contribution other than in
cash;

     

    (xii)          except
as required by Law, make, change or revoke any Tax election relevant to the
Acquired Assets;

     

    (xiii)         change
any accounting practices in any material respect with the exception of any
changes in accounting methodologies that have already been agreed upon by its
Equity Interest holders, consistent with its Organizational
Documents;

     

    (xiv)         amend
the Seller Entities’ Organizational Documents;

     

    (xv)          enter
into any labor or collective bargaining agreement or, through negotiations or
otherwise, make any commitment or incur any liability to any labor
organizations;

     

    (xvi)         utilize
any Acquired Asset, or incur any Assumed Obligation, for any purpose other than
in connection with the Business.  For the avoidance of doubt, the
limitation contained in this Section 5(c)(xvi)
shall prohibit the utilization of the Acquired Assets to satisfy any Retained
Obligations or to service, maintain, improve or otherwise enhance the
Reorganization Assets or for the benefit of the business or operations relating
to the Reorganization Assets; and

     

    (xvii)        enter
into any contract, agreement or commitment to do any of the
foregoing.


    
      
         


      

      
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    (d)           Exclusivity.  Each
Seller will not (and will not permit any Affiliate or any, director, officer,
agent or representative thereof to) (i) solicit, initiate or encourage the
submission of any proposal or offer from any Person relating to the acquisition
(directly or indirectly) of any Equity Interests or any of the assets of the
Seller Entities (including any acquisition structured as a merger,
consolidation, lease or share exchange, but excluding the types of dispositions
covered by Section
5(c)(i) that do not require Investor’s consent) or (ii) participate in
any discussions or negotiations regarding, furnish any information with respect
to, assist or participate in, or facilitate in any other manner any effort or
attempt by any Person to do or seek any of the foregoing.  Each Seller
will use its commercially reasonable efforts to cause its financial advisors and
other representatives not to do any of the foregoing.  Each Seller
will promptly notify the Investor if any Person makes any proposal, offer,
inquiry or contact with respect to any of the foregoing and, with respect to any
of the foregoing occurring on or after the date of this Agreement, shall specify
in such notice the terms of any such proposal, offer, inquiry or
contact.

     

    (e)           Damage or
Condemnation.  If, before Closing, any part of the Acquired
Assets are damaged, lost or destroyed, or are condemned, forfeited or seized, or
if proceedings are filed for condemnation or under the right of eminent domain
that results in damage, destruction  or condemnation of property or
properties resulting in an aggregate Damage Amount of (i) less than $5,000,000,
the Purchase Price shall be reduced by such Damage Amount, the Parties shall be
obligated to proceed with the Closing, and the Sellers shall retain all property
casualty insurance proceeds or condemnation proceeds relating to such damage,
destruction or condemnation, or (ii) more than $5,000,000, the Investor shall
not be obligated to close, provided that, in lieu of
electing not to close, the Investor may elect: either (y) to offer to extend the
date for Closing to allow the Sellers the opportunity (in the Sellers’ sole
discretion) to repair or replace, or to cause the repair or replacement of, any
such damaged or destroyed assets; or (z) to accept the Acquired Assets,
notwithstanding any such destruction, taking, or pending or threatened taking
(without reduction of the Purchase Price therefor), in which case the Seller
Entities shall pay to the Investor all property casualty insurance proceeds
actually received in respect of such damage, destruction or condemnation by the
Seller Entities or any Affiliates that are not required to be paid by any of
them as a reimbursement to any property casualty insurance providers of any
Seller or its Affiliates by reason of the destruction, or taking of such assets,
to the extent such sums are not committed, used or applied by the Seller
Entities or their Affiliates prior to the Closing Date to repair, restore or
replace such damaged or taken assets, and shall assign and transfer to the
Investor, or subrogate the Investor to, all of the right, title and interest of
the Seller Entities and their Affiliates in and to any such unpaid awards or
other payments arising out of the damage, destruction, condemnation, or pending
or threatened condemnation that are actually received by the Seller Entities or
any of their Affiliates and that are not required to be paid by any of them as a
reimbursement to any property casualty insurance providers of the Seller
Entities and their Affiliates.  If any such payments required by this
Section 5(e) to
be paid to the Investor are not assignable, the Seller Entities will collect
such payments at the Investor’s expense and remit all such amounts, less any
related expenses, to the Investor as such are collected.  Prior to the
Closing, the Seller Entities shall not compromise, settle or adjust any amounts
payable to the Investor under clause (z) above, without first obtaining the
written consent of the Investor, which consent shall not be unreasonably
withheld or delayed.  The Investor’s election under this Section 5(e) shall
expire twenty (20) business days after the date on which the Investor receives
written notice from the Sellers describing in reasonable detail the nature and
amount becomes aware of such damage, destruction or proposed
condemnation.


    
      
         


      

      
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    (f)       
    Full
Access.  Each Seller shall permit, and shall cause its
Affiliates to permit, representatives of the Investor to have full access at all
reasonable times, and in a manner so as not to interfere with the normal
business operations of the Seller Entities and their Affiliates, to all
premises, properties, personnel, books, records (including Tax Records),
contracts and documents of or pertaining to the Seller Entities and the Acquired
Assets.  Subject to compliance with applicable Law and applicable
Environmental Requirements, the Investor may, at Investor’s cost, undertake a
Phase I environmental assessment or assessments of the operations, Business
and/or properties of the Seller Entities.  Such assessment may include
a review of Permits, files and records, as well as visual inspections but shall
not include physical testing without the Seller Entities’ express prior written
consent (which may be granted or withheld in the Seller Entities’ sole
discretion).

     

    (g)           HSR
Act.  The Parties shall prepare, as soon as is practicable, but
in any event within ten (10) business days following the execution of this
Agreement, all necessary filings in connection with the transactions
contemplated by this Agreement that may be required under the HSR
Act.  The Parties shall submit such filings to the appropriate
Governmental Authority as soon as practicable after the execution hereof for
filings under the HSR Act.  The Parties shall request early
termination of the waiting period under the HSR Act for the HSR Act filing,
shall promptly make any appropriate or necessary subsequent or supplemental
filings and shall cooperate in the preparation of such filings as is reasonably
necessary and appropriate.  The Parties shall use their respective
commercially reasonable efforts to resolve such objections, if any, as may be
asserted with respect to the transactions contemplated hereby under any
antitrust or trade regulatory laws of any Governmental Authority.  The
Investor and the Sellers agree to take all actions that may be required by the
FTC in order to consummate the transactions contemplated hereby as soon as
reasonably practicable, except agreeing to sell, hold separate or otherwise
dispose of any business or assets so required to be sold, held separate or
disposed of by the FTC.  The Investor shall pay 100% of all filing
fees in connection with all filings under the HSR Act.

     

    (h)           Title Commitment and
Survey.

     

    (i)           As
soon as reasonably practicable following the date of this Agreement, the Sellers
and the Investor shall use commercially reasonable efforts to cause one or more
title companies reasonably acceptable to Investor (collectively, the “Title
Company”), to furnish Investor and its counsel a current owner’s standard
form Texas title policy commitment (the “Title
Commitment”) describing and covering each fee owned portion of the
Company Real Property (each such property covered by a Title Commitment, the
“Insured
Property”), listing Marine Transportation as the prospective named
insured, showing title in the respective Seller, and committing to issue an
owner’s standard form Texas title policy underwritten by a title insurance
company or companies acceptable to Investor in the amount of the value of the
land and improvements located thereon.  The Sellers shall cause the
Title Company to deliver to Marine Transportation clear and legible copies of
all instruments listed or referenced in each Title Commitment as exceptions or
encumbrances to title to each Insured Property at the time each Title Commitment
is delivered.


    
      
         


      

      
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    (ii)           As
soon as reasonably practicable following the date of this Agreement, the Sellers
shall deliver to Investor, Investor’s counsel and the Title Company a copy of a
survey plat prepared, at the Investor’s expense, by a registered public surveyor
approved by the Title Company and the Investor, reflecting the results of a new
or updated on the ground survey (the “Survey”)
of each Insured Property.  Each Survey shall be in form and substance
acceptable to Investor and shall be in form and substance acceptable to the
Title Company as a basis for issuing the form of owner’s title insurance policy
that the Title Company is required to deliver to Investor at the
Closing.  Prior to the Closing, each Survey shall be certified to
Investor and the Title Company and shall contain such form of ALTA or similar
certification as Investor and the Title Company may require.

     

    (iii)           The
Sellers shall use reasonable efforts to cure Investor’s title
objections.

     

    (iv)           Investor
shall have the option to obtain, at or prior to Closing at Investor’s
expense,  an owner’s standard form Texas title policy or its
equivalent) (the “Title
Policies”) insuring good and infeasible title to any Insured Property
from the applicable Title Company that issued a Title Commitment on such Insured
Property, each of which Title Policies shall be on the prescribed form of TLTA
Owner Policy of Title Insurance or any equivalent and which shall include all
applicable deletions of standard exceptions and endorsements (including an
extended coverage endorsement and deletion of the survey exception except for
“shortages in areas” permitted under state Law) which are customarily required
by purchasers purchasing property comparable to the applicable Insured
Property.  

     

    (i)      
     Liens and
Encumbrances.  Prior to or contemporaneously with the Closing,
the Seller Entities shall obtain releases of Encumbrances on the Acquired Assets
and all of the Equity Interest issued by the Seller Entities except for
Permitted Encumbrances that apply to the Acquired Assets other than the Acquired
Equity Interests, without any post-Closing liability or expense (or any increase
in the Assumed Obligations or Jeffboat Contract Obligations) to the Investor or
any Acquired Company, the Acquired Assets or the Business and shall provide
proof of such releases and payment in full in a form reasonably acceptable to
the Investor at the Closing, subject to the provisions of Section
10.

     

    (j)        
   Periodic Operating
Information.  The Seller Entities shall deliver monthly
financial and operating information, including a monthly balance sheet,
statement of operations, statement of changes in cash flow, aged receivables and
payables analysis and inventory analysis, attributable to the Business when
available, and the Seller Entities shall prepare same in the Ordinary Course of
Business consistent with past practices.

     

    (k)           Insurance.  Each
Seller shall cause any insurance policies covering the Acquired Assets and the
Business to remain in full force and effect or to be renewed and maintained in
full force and effect through (but not after) the Closing Date; provided, however, that each Seller
shall maintain the Acquired Assets (as applicable) as divested entities or
assets on such insurance policies and any subsequent renewal
thereof.  Each Seller shall not take any action to release any insurer
with respect to any claim made under any such insurance policy before the
Closing Date.


    
      
         


      

      
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    (l)          
 Termination of
Associate Contracts.  Prior to the Closing, each Seller shall
terminate or cause the termination of each Company Contract to which such Seller
is a party and any Associate is a counter-party, except such Company Contracts
listed on Schedule
5(l) and such Company Contracts as Investor and the Associate that is a
party thereto may agree prior to the Closing to keep in force and effect after
the Closing.  Such termination shall be at no cost or expense (and
shall not increase the Assumed Obligations or Jeffboat Contract Obligations) to
the Investor, the Acquired Assets or the Business.  All accounts
receivable and accounts payable related thereto shall be forgiven or paid at the
Closing.

     

    (m)           Risk of
Loss.  Between the date of this Agreement and the Closing Date,
all risk of loss or damage to the Acquired Assets shall be borne by the
Sellers.

     

    (n)           Employees.  The
Parties hereby agree that:

     

    (i)        
   Eligible Employees;
Access.  Five (5) business days after the date of this
Agreement for those applicable locations in Houston, Texas (and as soon
thereafter as is reasonably practicable in all other applicable locations), the
Investor shall be entitled (x) to access employee information relating to each
Eligible Employee, to the extent permissible under applicable Laws (including
any limitations applicable to medical or any other records), and (y) during
normal business hours, to consult with the Eligible Employees; such consultation
to be scheduled to reasonably accommodate the schedules of both the Eligible
Employee and the Sellers.  At any time on or before Closing, the
Sellers may add or delete individuals from Schedule 4(x)(i) to reflect
the hiring or termination of Eligible Employees.

     

    (ii)           Offers of
Employment.  Marine Transportation shall offer to hire each
Eligible Employee after the Closing.  Marine Transportation shall
extend such offer within the thirty (30) day period immediately following the
date of this Agreement.  Any such offer shall include the following
terms:  the employment shall be (v) effective as of, and conditional
upon, the Closing Date, (w) on a full-time basis, if the relevant Eligible
Employee had full-time status as of the Closing Date, or a part-time basis, if
the relevant Eligible Employee had part-time status as of the Closing Date, (x)
at no less than the annual rate of base salary or hourly wage rate, as
applicable, for such Eligible Employee that is set forth on Schedule 4(x)(i), (y) with defined
contribution pension plan and welfare plan benefits (other than any cash or
equity-based incentive compensation or severance benefits) through December 31,
2008 that are no less favorable in the aggregate than those provided to such
Eligible Employee immediately prior to Closing, and (z) at a location that does
not require residential relocation by such Eligible Employee. Marine
Transportation will give each Eligible Employee to whom an offer of employment
is made no less than seven (7) business days from the date the offer is made to
accept or reject the employment offer.  Marine Transportation shall
notify the Sellers and the Investor of each Eligible Employee that has accepted
or rejected the offer of employment as promptly as possible after such
indication, but in no event later than three (3) business days prior to the
Closing Date.  Except as required by applicable Law, nothing in this
paragraph shall be construed to require the Investor and any of its Affiliates
or Marine Transportation and any of its Affiliates, to provide any pension,
severance or post-termination welfare benefits to the Eligible Employees, to any
of the Sellers’ employees not accepting a position with Investor or its
Affiliates, or to any currently retired former employees of the
Sellers.


    
      
         


      

      
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    (iii)           Timing of
Transfer.  Each Eligible Employee who accepts Marine
Transportation’s offer of employment shall become an employee of Marine
Transportation as of 12:00 a.m. of the respective local time at the location
where such Eligible Employee is employed on the Closing Date.  At such
time that the Eligible Employees become employees of Marine Transportation
(hereafter, such employees are referred to as “Continued
Employees”), Marine Transportation shall become responsible for payment
of all salaries, wages, severance, accrued and unused vacation, and benefits and
all other claims (including medical, dental, vision, disability and other
benefits claimed), costs, expenses, liabilities and other obligations relating
to the employment of the Continued Employees incurred from and after such
time.  Except as required by applicable Law, the Sellers shall be
responsible for all salaries, wages, and benefits and all other claims, costs,
expenses, liabilities and other obligations related to the employment or
termination of the Eligible Employees incurred prior to the Closing
Date.  For purposes of medical, dental, vision, disability and other
similar benefits, a claim will be deemed to have been incurred upon the
incurrence of a qualified expense for which reimbursement or payment is
sought.

     

    (iv)           Participation in
Marine
Transportation
Plans.  As of the Closing Date, the Marine Transportation Plans
shall have substantially the same terms and conditions as the defined
contribution pension plan and welfare plans offered on the date of Closing to
the other employees of Parent GP. All Continued Employees
shall cease active participation in all Company Plans, as of 11:59 p.m. on the
day immediately prior to the Closing Date, and shall, from and after such time,
be permitted to participate in the Marine Transportation Plans.  The
defined contribution pension plan and welfare plan benefits (other than any cash
or equity-based incentive compensation or severance benefits) provided to
Continued Employees under the Marine Transportation Plans for the period
commencing at such time and ending at 11:59 p.m. on December 31, 2008 shall be
no less favorable in the aggregate than the defined contribution pension plan
and welfare plan benefits (other than any cash or equity-based incentive
compensation or severance benefits) provided to such Continued Employees under
the Company Plans immediately prior to Closing.  No liability arising
under any Company Plan is assumed by the Investor or any of its Affiliates,
Marine Transportation or any of its Affiliates or any Marine Transportation
Plan, and any such liabilities will be the responsibility of the
Sellers.  


    
      
         


      

      
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    (v)           Credit for
Service.  To the extent that any Continued Employee becomes
eligible to participate in any Marine Transportation Plan, for purposes of
determining eligibility to participate and vesting, service with the Sellers
shall be treated as service under such Marine Transportation Plan other any
Marine Transportation’s bonus program.  Such credited service shall
also be recognized for purposes of satisfying any pre-existing conditions,
actively at work exclusions and waiting periods with respect to participation by
and coverage of the Continued Employees and their eligible dependents in the
Marine Transportation Plans.  In addition, with respect to the
Continued Employees, Marine Transportation shall use its
commercially reasonable efforts to cause all Persons administering or
underwriting any Marine Transportation Plans that are group health plans, at no
out-of-pocket cost to the Investor, Marine Transportation or the Business, to
(x) waive any pre-existing conditions, unless such conditions are excluded under
the Sellers’ or Marine Transportation’s group health plan, and so long as there
is not a gap in “creditable coverage” (as defined under HIPAA) of sixty-three
(63) days or more, (y) waive any waiting periods with respect to the Continued
Employees and their eligible dependents, and (z) waive any actively-at-work
exclusions.

     

    (vi)           Termination.

     

    (A)           Marine
Transportation may retain the services of any Continued Employee or terminate
any such Continued Employee’s employment at any time.  

     

    (B)           The
Sellers shall retain liability and responsibility for the payment of severance
benefits (if any), incurred prior to the Closing Date as a result of any Adverse
Consequences, including the termination or transfer of employment of any current
or past employee from the Sellers prior to the Closing Date.

     

    (vii)          Paid Time
Off.  With regard to vacation allowances, Continued Employees
shall continue accruing vacation benefits with Marine Transportation as of the
Closing Date in accordance with the Sellers’ vacation policy in effect on the
Closing Date until December 31, 2008, at which time the Continued Employees will
be covered by Marine Transportation’s vacation policy.  Marine
Transportation shall provide, credit for each Continued Employee’s service with
the Sellers, and their respective Affiliates to the same extent as such service
was recognized by each of them immediately prior to the Closing Date, provided
that Marine Transportation will not with respect to any Continued Employee
provide any credit or compensation for unused vacation days or other paid time
off accumulated with the Sellers or any Affiliate thereof not taken prior to
January 1, 2009.

     

    (viii)         WARN
Act.  Except in the event of unforeseen circumstances
necessitating a “plant closing” or “mass layoff”, Marine Transportation will not
engage within sixty (60) days after the Closing Date in a “plant closing” or
“mass layoff” (as such terms are defined in the Worker Adjustment and Retraining
Notification Act, as amended, or any similar state law) with respect to the
Acquired Assets.


    
      
         


      

      
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    (ix)           No
Solicitation.  From the date of this Agreement until one year
from and after the Closing Date, the Sellers agree not to (and shall not permit
any of its Affiliates to) solicit, offer employment to or employ any Continued
Employee without the prior written consent of Marine Transportation; provided that, the foregoing
shall not prohibit general solicitations of employment not specifically directed
toward such employees or the hiring of such employees in response thereto, nor
the hiring, employment or engagement of any such employee who presents himself
or herself for employment without direct or indirect solicitation by the Sellers
or any Affiliate of the Sellers.

     

    (x)           COBRA.  Marine
Transportation shall provide and be solely responsible for any continuation
coverage required under Section 4980 of the Code, Part 6 of Title I of ERISA or
applicable state law (“COBRA”) to
each Continued Employee or any individual related to such employee who is a
“qualified beneficiary” as that term is defined in COBRA whose first “qualifying
event” (as defined in COBRA) occurs after the Continued Employee actually
commences participation in Marine Transportation’s group medical plan. To the
extent required by Law, the Sellers shall be solely responsible for any COBRA
health care continuation claims for any of the Sellers’ employees who are not
Continued Employees, and their qualified beneficiaries. 

     

    (xi)           Deductible
Reimbursements.  To the extent permitted by Law, within sixty
(60) days following the Closing Date, the Sellers shall deliver to the Investor
a list of the deductible expenses paid by each Continued Employee under the
Company Plans during the current plan year up to the Closing Date and the
maximum deductible under the Company Plan in which the Continued Employee was
enrolled immediately prior to the Closing (the “Deductible
Notice”).  From and after the Closing Date through December 31,
2008, Marine Transportation shall reimburse each Continued Employee for any and
all amounts paid by such Continued Employee during the current plan year up to
December 31, 2008 that exceed the maximum deductible identified for such
employee on the Deductible Notice; provided, that such Continued
Employee provides to Marine Transportation the explanation of benefits sent to
them by their insurance provider as proof of such payment.  The
Parties acknowledge and agree that nothing in this Section 5(n)(xi)
obligates the Investor or Marine Transportation  to reimburse a
Continued Employee for coinsurance, maximum out-of-pocket amounts or non-covered
expenses under applicable plan documents.

     

    (o)           Reorganization.  Prior
to the Closing, the Sellers shall distribute (by dividend, contribution,
assignment or otherwise) the Reorganization Assets to one or more Persons other
than any Acquired Company or Seller.


    
      
         


      

      
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    (p)           AMEX
Listing.  Prior to Closing, Investor will cause the Parent to
apply (promptly after the execution of this Agreement) for listing of the Units
on the American Stock Exchange and use its good faith commercially reasonable
best efforts to obtain approval of such listing as soon as
practical.

     

    (q)           Cancellation of Letters of
Credit.  The Investor shall use its commercially reasonable
best efforts to replace, effective on the Closing Date, all of the letters of
credit listed on Schedule 5(q) as
security for the performance of Obligations under any Company Contract and
relating to the Assumed Obligations or Jeffboat Contract Obligations and any
other letters of credit issued in the Ordinary Course of Business on behalf of
the Sellers after the date hereof in accordance with Section 5(c) as
security for the performance of its Obligations under any Company Contract and
relating to the Assumed Obligations or Jeffboat Contract Obligations, with
letters of credit in like amount, in form and substance reasonably satisfactory
to the beneficiaries of such letters of credit, issued on behalf of
Investor.

     

    (r)      
     Amendment of
Schedules.  Each Party agrees that, with respect to the
representations and warranties of such Party contained in Articles 3 and 4 of this Agreement,
such Party shall have the continuing obligation until the Closing to correct,
supplement, or amend promptly the Schedules with respect to any matter hereafter
arising or discovered which, if existing or known at the date of this Agreement,
would have been required to be set forth or described in the
Schedules.  Any such correction, supplement, or amendment shall be
delivered to the other Party as soon as reasonably practicable, but no later
than three (3) business days after discovery, but in any event, prior to the
Closing Date.  For all purposes of this Agreement, including for
purposes of determining whether the conditions set forth in Section 8 have been
fulfilled, the Schedules shall be deemed to include only that information
contained therein on the date of this Agreement and shall be deemed to exclude
all information contained in any such correction, supplement, or amendment
thereto.

     

    (s)           Surveys.  Investor
may, at its own cost, conduct a survey of any or each Vessel; provided, however, that any
such survey cannot unreasonably interfere with the operations, or adversely
effect the economics, of the Business.

     

    (t)       
    Formation of Certain
Acquired Companies and other Pre-Closing Actions.  Prior to the
date of this Agreement, the Sellers formed DGMT Holdings, DG JV, Marine Holdings
and Marine Transportation.  Immediately prior to Closing, the Sellers
shall:

     

    (i)         
  cause DGMT Holdings to be initially wholly owned by Grifco; cause DG
JV to be initially wholly owned by Grifco; cause Marine Holdings to be initially
75% owned by DG JV and 25% by Grifco; and cause Marine Transportation to be
initially 52.5% owned by Marine Holdings and 47.5% by Grifco.

     

    (ii)           distribute
the Reorganization Assets to one or more Persons other than any Acquired Company
or Seller.

     

    (iii)           cause
the Principals to assign all of their limited partnership interest (which
constitutes 99% of the Equity Interests) in Grifco Two to Grifco free and clear
of all Encumbrances, other than those created by the Organizational Documents of
Grifco Two.


    
      
         


      

      
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    (iv)           cause
Grifco GP to assign all of its general partnership interest (which constitutes
one (1)% of the Equity Interests) in Grifco Two to DGMT Holdings free and clear
of all Encumbrances, other than those created by the Organizational Documents of
Grifco Two.

     

    (v)      
     cause Grifco to contribute the Acquired Assets
owned by Grifco (including the Acquired Equity Interest in Grifco Two and DGMT
Holdings, but excluding the Acquired Equity Interests in DG JV, Marine Holdings
and Marine Transportation), to Marine Transportation, free and clear of all
Encumbrances, other than, in the case of the Acquired Assets, Permitted
Encumbrances, and in the case of the Acquired Equity Interests in Grifco Two and
DGMT Holdings, other than those created by the Organizational documents of
Grifco Two and DGMT Holdings.

     

    (vi)           cause
Shore Thing to contribute, convey and transfer to DG JV all of the Acquired
Assets owned by Shore Thing, free and clear of all Encumbrances other than any
Permitted Encumbrances and cause DG JV to issue 0.01% of the membership interest
in DG JV to Shore Thing;

     

    (vii)          cause
DG JV to contribute, convey and transfer all of the Shore Thing Acquired Assets
to Marine Holdings, which will contribute, convey and transfer all such assets
to Marine Transportation, in each case, free and clear of all Encumbrances other
than any Permitted Encumbrances.

     

    (viii)         execute
and cause the Acquired Companies, as applicable, to execute and deliver the
Acquired Assets Contribution Agreements, cause Grifco and Marine Transportation
to execute and deliver the Vessel Conveyance Documents, and cause the other
Sellers and the Acquired Companies to execute and deliver all Transaction
Agreements to which they are a party, in order to be able to consummate the
transactions contemplated herein, including those contemplated in Section
2(a).

     

    The
organizational documents used or adopted for DG JV shall be in the form of Exhibit
P-1.  The organizational documents for Marine Holdings and
Marine Transportation shall be in the form of Exhibit P-1, with
such changes thereto, mutatis
mutandis, as are appropriate to reflect the transactions contemplated by
this Agreement and the ownership of the Equity Interest in each of Marine
Holdings and Marine Transportation, respectively.

     

    6.           
 Post-Closing
Covenants.  The Parties agree as follows:

     

    (a)           General.  In
case at any time after the Closing any further action is necessary to carry out
the purposes of this Agreement, each of the Parties shall take such further
action (including the execution and delivery of such further instruments and
documents) as the other Party reasonably may request, all at the sole cost and
expense of the requesting Party (unless the requesting Party is entitled to
indemnification therefor under Section
9).


    
      
         


      

      
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    (b)           Retained
Obligations.  Contemporaneous with the Closing, the Sellers
shall pay all Indebtedness other than Assumed Obligations or Jeffboat Contract
Obligations. The Sellers agree to timely pay and satisfy all other Retained
Obligations as and when due.

     

    (c)           Litigation
Support.  In the event and for so long as any Party actively is
contesting or defending against any action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand in connection with (i) any
transaction contemplated under this Agreement or (ii) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act or transaction on or before the Closing Date
involving the Sellers or the Acquired Assets, the other Party shall cooperate
with the contesting or defending Party and its counsel in the defense or
contest, make available its personnel, and provide such testimony and access to
its books and records (other than books and records which are subject to
privilege or to confidentiality restrictions) as shall be necessary in
connection with the defense or contest, all at the sole cost and expense of the
contesting or defending Party (unless the contesting or defending Party is
entitled to indemnification therefor under Section 9).

    


    (d)           Non-assignment; Holding
Arrangement.  Notwithstanding anything to the contrary
contained in this Agreement, to the extent the Parties elect or are required to
consummate the transactions contemplated hereby prior to obtaining a third party
consent identified on Schedules 4(b) and
8(a)(vii) with
respect to any Acquired Asset (each a “Non-Assigned
Asset”), such Non-Assigned Asset shall be held by the Sellers for all
times during the Holding Period (as defined below), and during such Holding
Period (a) the Sellers shall provide Marine Transportation with the economic
benefits and risks thereof, (b) the Sellers shall continue to use its
commercially reasonable efforts to obtain the third party consent(s) related to
such Non-Assigned Asset, and Investor and Marine Transportation shall cooperate
with the Sellers in such efforts, and (c) Investor/ Marine Transportation
shall be entitled to enforce at its sole cost and expense, any and all rights of
the Sellers or the relevant Seller against a third party with respect to such
Non-Assigned Asset; provided that the Sellers hereby constitutes and appoints,
effective as of the Closing Date, Marine Transportation and its successors and
assigns as the true and lawful attorney of the Sellers, as applicable with full
power of substitution in the name of Marine Transportation, or in the name of
the Sellers, but for the benefit of the Investor/ Marine Transportation,
to institute and prosecute all proceedings which Investor may in its sole
discretion deem proper in order to assert or enforce any right, title or
interest in, to or under the Non-Assigned Assets or take other actions
reasonably necessary to obtain the benefits of such Non-Assigned Assets, and to
defend or compromise any and all actions, suits or proceedings in respect of
such Non-Assigned Assets. Investor/ Marine
Transportation shall be entitled to
retain for Marine Transportation’s account any amounts collected pursuant to the
foregoing powers, including any amounts payable as interest in respect thereof.
The Sellers will promptly pay to Marine Transportation when received all monies
received by the Sellers under any Non-Assigned Asset or any claim or right or
any benefit arising thereunder. At such time as the third party consent for a
Non-Assigned Asset is obtained, the Sellers shall promptly assign such
Non-Assigned Asset to Marine Transportation in a form mutually agreed between
the Parties. In consideration for the foregoing, during the Holding Period,
Investor/ Marine
Transportation shall directly pay (on behalf of the Sellers) all Obligations
that would constitute Assumed Obligations or Jeffboat Contract Obligations if
the Non-Assigned Asset were an Acquired Asset and all of the costs of
administering the Non-Assigned Asset from and after the Closing
Date.  For purposes of this Agreement, if the Non-Assigned Asset is an
easement or similar right, then the term Non-Assigned Asset shall include that
portion of the associated plant, facility fixtures or other assets owned by the
Sellers and located thereon. For purposes of this Section 6(d) the term “Holding Period”
for any particular Non-Assigned Asset shall mean the period beginning on the
Closing Date and ending on earlier of the date upon which (i) the contract for
which consent was not obtained expires or (ii) such consent or an alternative
arrangement is obtained on terms that are substantially similar to Investor in
both operational and economical respects.


    
      
        
        

      

      
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    (e)           Ownership of Names; Change
in Corporate Name. 

    


    (i)          
 Subject to the last sentence of this Section 6(e)(i), from
and after the Closing Date, the Investor shall own, and have the exclusive right
to refer to the Business (and components thereof) in the same manner as the
Sellers did before the Closing, including the exclusive right to use the
following names and/or brands (or any derivation thereof): Griffin, Grifco, or
Grifco Transportation  and to use such references in advertising or in
the description or name of any service or product from time to time offered by
the Investor and its Affiliates, whether or not relating to the Acquired
Assets.  Marine Transportation and its Affiliates will have the
further ownership and right from and after the Closing Date to sell or otherwise
use or dispose of any materials included in the inventory of the Business that
bear the name of the Sellers alone or in combination with other
words.  Marine Transportation will also own and have the right from
and after the Closing Date to use any signs, letterhead, invoices or other
supplies that bear the name of the Sellers alone or in combination with other
words.  Notwithstanding the foregoing to the contrary, for so long as
any Principal remains employed with Marine Transportation or any Affiliate
thereof, Investor shall not and shall cause Marine Transportation or any
Affiliate thereof not to change the name of any Vessel or any subsequently
acquired Vessel and such employed Principal shall retain the naming rights for
any subsequently acquired Vessel.

     

    (ii)           The
Sellers will take all such action as may be required, if applicable, to change
the name of the Sellers, as promptly as practicable after consummation of the
Closing, to one that is (i) distinctly different in sound and appearance from
those listed above and (ii) reasonably acceptable to the
Investor.  After the Closing, the Sellers shall not, and shall not
permit any Affiliates to, (a) take any action to interfere with the exclusive
use by the Investor of any name and/or brand listed above in connection with the
conduct and operation of its business or (b) use such name in connection with
the conduct of a business; provided, however, that any Affiliate
who is a natural person and whose last name is Griffin may, subject to the
terms of any applicable non-competition agreement, use such name in connection
with the conduct of a business.

     

    (f)       
    Delivery and Retention of
Records.  Within forty-five (45) days after the Closing Date,
the Sellers shall deliver or cause to be delivered to the Investor, copies of
Tax Records that are relevant to Post-Closing Tax Periods and all other files,
books, records, information and data relating to the Sellers or the Acquired
Assets (other than Tax Records) that are in the possession or control of the
Sellers; provided that
such access shall not be construed to require the disclosure of records that
would cause the waiver of any attorney-client, work product or like privilege;
provided, further, that in the event of
any litigation nothing herein shall limit any Party’s rights of discovery under
applicable Law.


    
      
         


      

      
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    (g)           Post-Closing Collection
Matters.  At any time after the Closing that the Sellers
receive any payment related to the Acquired Assets which is due to Investor,
including any amounts paid as liquidated damages pursuant to the Jeffboat
Contract, Sellers will promptly remit such payment to Investor for the benefit
of Marine Transportation.   At any time after the Closing that
either the Investor or Marine Transportation receives any remittance from any
account debtors with respect to any of Sellers’ trade receivables, the Investor
will (or will cause Marine Transportation to) endorse such remittance to the
order of Sellers and forward it to Sellers promptly upon receipt.

     

    (h)           Tax Clearance
Certificates.  Promptly after the Closing Date, the Sellers
agree to order and obtain tax certificates evidencing no taxes due from the
Texas Comptroller of Public Accounts and shall pay any unpaid taxes attributable
to the period prior to the Closing Date.  Seller shall also obtain
similar certificates, to the extent provided for under applicable law, from each
jurisdiction in which Seller does business.  Sellers shall provide
Investor with such certificates promptly after they are received.

     

    (i)        
   Pro
Rata Units Distribution.  The Parties acknowledge and agree
that (i) the Sellers (including any permitted successors who hold the Units)
will be entitled to receive a pro rata share of the distribution on the 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 Units, (ii) if any such Persons receive more than their pro rata share of
each distribution, the Sellers shall promptly pay such excess amount to Investor
(or its designee), and (iii) if any such Persons receive less than their pro
rata share of such distribution, Investor shall promptly pay (or cause to be
paid) such excess amount to Grifco, who will pay it to the record holders of the
Units.

     

    7.       
     Unit Restrictions and
Investor’s First Priority Lien on Pledged Units.

     

    (a)    
       Grant of
Lien.  The Sellers shall pledge to the Investor and grant to
Investor a first priority perfected security interest in and to eighty percent
(80%) of the Units to be received by Grifco or its designee(s) at the Closing
constituting the Unit Consideration Amount. Such security interest shall be
created and governed by the Security Agreement, which provides that, if no
default or event of default under the Security Agreement shall have occurred and
then be existing, such security interest shall automatically terminate as
follows, or sooner with respect to any such pledged Units that are released to
Investor in satisfaction of indemnity claims hereunder in accordance with the
terms of the Security Agreement:


    
      
         


      

      
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              Percent of Pledged
      Units Released

            	
              Release
      Date

            
	 	 
      	 
      
	 	
              (i)

            	
              25.0%

            	
              12
      months after Closing

            
	 	 
      	 
      	 
      
	 	
              (ii)

            	
              37.5%

            	
              24
      months after Closing

            
	 	 
      	 
      	 
      
	 	
              (iii)

            	
              37.5%

            	
              36
      months after Closing

            


    

    


    (b)           Additional Lien
Documents.  Each Party shall execute and deliver, from time to
time, uniform commercial code filings, acknowledgements, releases and such other
documentation reasonably requested by the other Party to effect such
arrangements described in Section
7(a).

     

    (c)           Securities Act
Restrictions.  Each Seller Party agrees not to, and to cause
its Affiliates and not to, Transfer any legal or beneficial interest in any
Units or other securities issued by the Parent in respect of such Units in
violation of the Securities Act or any other applicable securities
Law.  

     

    (d)           Lockup
Agreement.  The Sellers, jointly and severally, agree not to
(and to cause each Seller Party and each of their Affiliates not to) Transfer
any legal or beneficial interests in any Units or other securities issued by the
Parent in respect of any such Units because of or in connection with any
dividend, distribution, split or purchase in any rights offering or in
connection with any exchange for or replacement of such security or any
combination of units, recapitalization, merger or consolidation, or any other
equity securities issued pursuant to any other pro rata distribution with
respect to any Units except to the extent such securities are released for
Transfer as provided below:

     

     

    
      	 	 
      	
              Percentage
      Released:

            	 
	 	
              On
      the Closing Date

            	
              20%

            	 
	 	
              On
      the date of the 12 month anniversary of Closing Date

            	
              20%

            	 
	 	
              On
      the date of the 24 month anniversary of Closing Date

            	
              30%

            	 
	 	
              On
      the date of the 36 month anniversary of Closing Date

            	
              30%

            	 
	 	
              Total

            	
              100%

            	 


    

    


     

    The
Sellers may Transfer any legal or beneficial interests in any Units to any
Principal or any Person who is (i) a spouse or direct descendants of a Principal
and such spouse who are within the second degree of kinship, or (ii) who is
wholly-owned (directly or indirectly) by one or more Principals and any other
Person identified in (i) above, provided such transferee executes a Lock-Up
Agreement.

     

    (e)           Stop Transfer Instructions
and Legends.  The Parent may adopt any procedures and take any
steps it deems reasonably necessary to prevent any Transfers of Units or other
securities issued by the Parent in respect of any Units by the Investor and its
Affiliates in violation of this Article 7, including
issuing stop transfer orders to its transfer agent.  In addition, each
Seller Party acknowledges and agrees that each certificate representing any Unit
or other security issued by the Parent in respect of any such Unit shall bear
the following restrictive legend:


    
      
         


      

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

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN THE LOCK-UP AGREEMENT OF
EVEN DATE HEREWITH EXECUTED BY THE UNITHOLDER LISTED ON THIS
CERTIFICATE.”

     

    Upon the
later to occur of (x) each release date set forth in Section 7(d) or (y)
the date on which the Investor reasonably believes that the Sellers may sell the
Units without registration of the Units pursuant to the Securities Act, the
Investor shall cause the Parent shall notify the transfer agent of the
termination of the lockup as to such Units and authorize the removal of any
restrictive legend or stop transfer instructions relating to such
Units.  In connection with the preceding sentence, if the Investor has
a reasonable doubt about whether Sellers may sell the Units without registration
pursuant to the Securities Act, the Investor shall have the right to require the
Sellers to deliver to the Investor a legal opinion from a law firm, and in a
form, reasonably acceptable to the Investor.

     

    8.          
  Conditions
to Obligation to Close.

     

    (a)           Conditions to Obligation of
the Investor.  The obligation of the Investor to consummate the
transactions to be performed by it in connection with the Closing is subject to
satisfaction of the following conditions:

     

    (i)          
 the representations and warranties of the Sellers contained in this
Agreement, including Article 4, must be
true and correct in all respects (without giving effect to any supplement to the
Schedules or any qualification as to materiality, Seller Material Adverse Effect
or Seller Adverse Effect, Knowledge, awareness or concept of similar import, or
any qualification or limitation as to monetary amount or value) as of the date
of this Agreement and at Closing (except for those which refer to a specific
date, which must be true and correct as of such date), except to the extent such
inaccuracies, violations or breaches would not (or would not reasonably be
expected to) result in a Seller Material Adverse Effect or materially and
adversely affect the Sellers’ ability to consummate the transactions
contemplated by this Agreement;


    
      
         


      

      
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    (ii)      
     the Sellers must have performed and complied in
all material respects with their covenants hereunder through the
Closing;

     

    (iii)           any
required waiting period under the HSR Act shall have expired or early
termination shall have been granted with respect to such period;

     

    (iv)           each
Vessel is correctly documented in the name of Grifco and are endorsed to operate
in United States coastwise trade; each has current United States Coast Guard
Certificates of Inspection and Water Pollution Certificates of Financial
Responsibility; and each Vessel shall be free and clear of all Encumbrances
except Permitted Encumbrances;

     

    (v)       
    the Seller Entities must have timely delivered all items
required to be delivered at Closing pursuant to Section
2(e);

     

    (vi)           there
must not be any injunction, judgment, order, decree, ruling or charge in effect
preventing consummation of any of the transactions contemplated by this
Agreement or any suit or action pending by a Governmental Authority to enjoin
the consummation of any of the transactions contemplated by this
Agreement;

     

    (vii)          the
Sellers must have obtained all consents set forth on Schedule 8(a)(vii)
(collectively, the “Seller Required
Consents”), in form reasonably acceptable to the Investor;

     

    (viii)      
   the Investor shall have received the audited financial
statements and the unaudited financial statements reviewed by its auditors for
any applicable interim period in 2008 (and the comparable interim period in
2007), all in conformance with the requirements set forth in Section
5(b)(ii);

     

    (ix)           Marine
Transportation shall have received good and indefeasible fee simple title to the
Company Real Property, insured as such at Investor's expense by a nationally
recognized title insurance company reasonably acceptable to Investor, pursuant
to the prescribed form of TLTA Owner Policy of Title Insurance, which policy
shall include all applicable deletions of standard exceptions and endorsements
(including an extended coverage endorsement and, if Investor obtains the Survey,
deletion of the survey exception except for “shortages in area”) permitted under
state Law which are customarily required by purchasers purchasing property
comparable to the Company Real Property;

     

    (x)       
    the American Stock Exchange shall have approved the
listing of the Units on the American Stock Exchange; and


    
      
         


      

      
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    (xi)           The
Parent shall have obtained financing for the Cash Consideration under its
existing senior credit facility and pursuant to a stand-alone credit facility of
Marine Transportation in amounts and on terms reasonably acceptable to the
Parent.

     

    The Investor may waive any condition
specified in this Section 8(a) if it
executes a writing so stating at or before the Closing.

     

    (b)           Conditions to Obligation of
the Sellers.  The
obligation of the Sellers to consummate the transactions to be performed by it
in connection with the Closing is subject to satisfaction of the following
conditions:

     

    (i)      
     the representations and warranties of the Investor
contained in this Agreement, including Article 3, must be
true and correct in all respects (without giving effect to any supplement to the
Schedules or any qualification as to materiality or Parent Material Adverse
Effect, Knowledge, awareness or concept of similar import, or any qualification
or limitation as to monetary amount or value)) as of the date of this Agreement
and at Closing (except for those which refer to a specific date, which must be
true and correct as of such date), except to the extent such inaccuracies,
violations, or breaches would not (or would not reasonably be expected to)
result in a Parent Material Adverse Effect or materially and adversely affect
the Investor’s ability to consummate the transactions contemplated by this
Agreement;

     

    (ii)           each
of the Investor, Parent and TD Marine must have performed and complied in all
material respects with each of its covenants hereunder as of the
Closing;

     

    (iii)           any
required waiting period under the HSR Act shall have expired or early
termination shall have been granted with respect to such period;

     

    (iv)           the
Investor, Parent and TD Marine must have timely delivered all items required to
be delivered at Closing pursuant to Section 2(f)(x) and
(y),
respectively;

     

    (v)           there
must not be any injunction, judgment, order, decree, ruling or charge in effect
preventing consummation of any of the transactions contemplated by this
Agreement or any suit or action pending by a Governmental Authority to enjoin
the consummation of any of the transactions contemplated by this
Agreement;

     

    (vi)           the
Investor must have obtained or caused to be obtained all consents set forth on
Schedule
8(b)(vi) (collectively, the “Investor Required
Consents”) in form reasonably acceptable to the Sellers; and

     

    (vii)          the
American Stock Exchange shall have approved the listing of the Units on the
American Stock Exchange.


    
      
         


      

      
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    The
Sellers may waive any condition specified in this Section 8(b) if they
execute a writing so stating at or before the Closing.

     

    9.        
    Remedies for Breaches of
this Agreement.

     

    (a)           Survival of Representations
and Warranties.

     

    (i)        
   Except to the extent provided to the contrary in Sections 9(a)(ii) –
(a)(iii) below,
all of the representations and warranties of the Investor contained in this
Agreement and all of the representations and warranties of the Seller Entities
contained in this Agreement shall survive the Closing hereunder for a period of
two (2) years after the Closing Date.

     

    (ii)           The
representations and warranties of (A) the Investor contained in Sections 3(n)
(Environmental), 3(e)(i) (Title), and
(B) the Seller Entities contained in Sections 4(n)
(Environmental) and 4(e) (Title) shall
survive the Closing hereunder for a period of three (3) years.

     

    (iii)           The
representations and warranties of (A) the Investor contained in Section 3(d)
(Brokers) and 3(j) (Tax) and (B)
the Seller Entities contained in Sections 4(d) (Brokers), 4(e)(iii)-(vi) (Title
to and Condition of Assets), 4(f) (Capitalization)
(but only to the extent such representation or warranty concerns the Acquired
Equity Interests), 4(j) (Tax) and 4(x) (Employees)
shall survive the Closing until the 60th day after the expiration of the statute
of limitations applicable to the underlying matter giving rise to that
claim.

     

    (iv)          The
covenants and obligations of Investor and the Sellers contained in this
Agreement shall survive the Closing forever.

     

    (b)           Indemnification Provisions
for Benefit of the Investor.

     

    (i)         
  In the event: (x) of any inaccuracy, violation or breach of any of
the Sellers’s representations or warranties (without giving effect to any
supplement to the Schedules or any qualification as to materiality, Seller
Material Adverse Effect or Seller Adverse Effect or concepts of similar import,
or any qualification or limitation as to monetary value) contained herein (other
than an inaccuracy in the Closing Statement or representations or warranties
contained in Sections 4(b) (Authorization
of Transaction), 4(d) (Brokers), 4(e)(iii)-(vi)(Title
to and Condition of Assets),   4(f) (Capitalization)
(but only to the extent such representation or warranty concerns the Acquired
Equity Interest), 4(j) (Tax) and 4(x) (Employees) or
(y) there is an applicable survival period pursuant to Section 9(a); and (z)
the Investor makes a written claim for indemnification against the Seller
Entities pursuant to Section 12(k) within
such survival period, then from and after Closing the Sellers agree, to release,
indemnify and hold harmless the Investor Indemnitees from and against any
Adverse Consequences suffered by the Investor Indemnitees to the extent relating
to or arising from such inaccuracy, violation or breach; provided that the Sellers
shall not have any obligation to indemnify the Investor Indemnitees from all
such inaccuracies, violations and breaches until the Investor Indemnitees, in
the aggregate, have suffered Adverse Consequences by reason of the sum of all
such inaccuracies, violations and breaches in excess of an aggregate deductible
amount equal to $1,000,000, at which point the Sellers shall be obligated to
indemnify the Investor Indemnitees from and against all Adverse Consequences
exceeding $1,000,000.


    
      
         


      

      
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    (ii)           In
the event of: (x) (1) any breach of the Sellers’s covenants or obligations in
this Agreement, or (2) any inaccuracy, violation or breach in the Closing
Statement or any representation or warranty (without giving effect to any
supplement to the Schedules or any qualification as to materiality, Seller
Material Adverse Effect or Seller Adverse Effect) contained in Sections  4(b)(Authorization of
Transaction), 4(d) (Brokers), 4(e)(iii)-(vi) (Title
to and Condition of Assets), 4(f) (Capitalization)
(but only to the extent such representation or warranty concerns the Acquired
Equity Interest), 4(j) (Tax) and 4(x) (Employees), (y)
there is an applicable survival period pursuant to Section 9(a); and (z)
the Investor makes a written claim for indemnification against the Sellers
pursuant to Section
12(k) within such survival period, then from and after the Closing, the
Seller Entities agree to release and indemnify the Investor Indemnitees from and
against the entirety of any Adverse Consequences suffered by the Investor
Indemnitees to the extent relating to or arising from such inaccuracy, violation
or breach described in clause (x) of this Section
9(b)(ii).

     

    (iii)           Except
to the extent it constitutes Assumed Obligations or Jeffboat Contract
Obligations, from and after the Closing, the Sellers shall release, indemnify,
and hold harmless the Investor Indemnitees against any and all Obligations,
liabilities, expenses, costs and Adverse Consequences arising from or relating
to the Retained Obligations or Permitted Indebtedness.

     

    (iv)           To
the extent any Investor Indemnitee becomes liable to, and is ordered to and does
pay to any third party that is not a Investor Indemnitee, punitive, exemplary,
special or consequential damages caused by any matter for which such Investor
Indemnitee is entitled to be indemnified under this Section 9(b), then
such punitive, exemplary, special or consequential damages shall be deemed
actual damages to such Investor Indemnitee and included within the definition of
Adverse Consequences for purposes of this Section
9.  Except to the extent specified in the immediately preceding
sentence with respect third party claims, the Sellers shall not be liable to any
Investor Indemnitee for any exemplary, punitive, special or consequential
damages.  

     

    (v)         
  Notwithstanding anything in Section 9(b)(i) of
this Agreement to the contrary, in no event shall Sellers ever be required to
indemnify the Investor Indemnitees for Adverse Consequences under Section 9(b)(i) in an
amount exceeding, in the aggregate, $10,000,000.

     

    (c)           Indemnification Provisions
for the Benefit of the Sellers.


    
      
         


      

      
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    (i)      
     In the event: (x) of any inaccuracy, violation or
breach of any of the Investor’s representations or warranties (without giving
effect to any supplement to the Schedules or any qualification as to materiality
or Parent Material Adverse Effect or concepts of similar import, or any
qualification or limitation as to monetary value) contained herein (other than a
representation or warranty contained in Sections 3(b) (Authorization
of Transaction),  3(d) (Brokers), and
3(j) (Tax));
(y) there is an applicable survival period pursuant to Section 9(a); and (z)
the Seller Indemnitees make a written claim for indemnification against the
Investor pursuant to Section 12(k) within
such survival period, then from and after the Closing the Investor agrees to
release, indemnify and hold harmless the Seller Indemnitees from and against any
Adverse Consequences suffered by the Seller Indemnitees to the extent relating
to or arising from such inaccuracy, violation or breach; provided that the Investor
shall not have any obligation to indemnify the Seller Indemnitees from any such
inaccuracies, violations or breaches until the Seller Indemnitees, in the
aggregate, have suffered Adverse Consequences by reason of all such
inaccuracies, violations or breaches in excess of an aggregate deductible amount
equal to $1,000,000, at which point the Investor shall be obligated to indemnify
the Seller Indemnitees from and against all Adverse Consequences exceeding
$1,000,000.

     

    (ii)       
    In the event of: (x) (1) any breach of Investor’s,
Parent’s or TD Marine’ covenants or obligations in this Agreement or (2) any
inaccuracy, violation or breach in any representation or warranty (without
giving effect to any supplement to the Schedules or any qualification as to
materiality or Parent Material Adverse Effect) contained in Sections 3(b)(Authorization of
Transaction),  3(d) (Brokers), and
3(j) (Tax), (y)
there is an applicable survival period pursuant to Section 9(a); and (z)
the Seller Indemnitees make a written claim for indemnification against the
Investor pursuant to Section 12(k) within
such survival period, then from and after the Closing Investor agrees to release
and indemnify the Seller Indemnitees from and against the entirety of any
Adverse Consequences suffered by the Seller Indemnitees to the extent relating
to or arising from such inaccuracy, violation or breach described in clause (x)
of this Section
9(c)(ii).

     

    (iii)           The
Investor shall release, indemnify, and hold harmless the Seller Indemnitees
against any and all Obligations, liabilities, expenses, costs and Adverse
Consequences relating to the Assumed Obligations.

     

    (iv)           To
the extent any Seller Indemnitee becomes liable to, and is ordered to and does
pay to any third party that is not a Seller Indemnitee, punitive, exemplary,
special or consequential damages caused by any matter for which such Seller
Indemnitee is entitled to be indemnified under this Section 9(c), then
such punitive, exemplary, special or consequential damages shall be deemed
actual damages to such Seller Indemnitee and included within the definition of
Adverse Consequences for purposes of this Section
9.  Except to the extent specified in the immediately preceding
sentence with respect to third party claims, Investor shall not be liable to any
Seller Indemnitee for any exemplary, punitive, special or consequential
damages.


    
      
         


      

      
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    (v)           Notwithstanding
anything in Section
9(c)(i) of this Agreement to the contrary, in no event shall Investor
ever be required to indemnify the Seller Indemnitees for Adverse Consequences
under Section
9(c)(i) in an amount exceeding, in the aggregate
$10,000,000.

     

    (d)           Matters Involving Third
Parties.

     

    (i)       
    If any third party shall notify any Party (the “Indemnified
Party”) with respect to any matter (a “Third Party
Claim”) that may give rise to a claim for indemnification against any
other Party (the “Indemnifying
Party”) under this Section 9, then the
Indemnified Party shall promptly (and in any event within five (5) business days
after receiving notice of the Third Party Claim) notify the Indemnifying Party
thereof in writing.  Failure to notify the Indemnifying Party shall
not relieve the Indemnifying Party of any liability that it may have to the
Indemnified Party, except to the extent the defense of such claim is materially
prejudiced by the Indemnified Party’s failure to give such notice, including
having the effect of tolling or suspending the statute of limitations applicable
to such claim.

     

    (ii)           The
Indemnifying Party shall have the right to assume and thereafter conduct the
defense of the Third Party Claim with counsel of its choice reasonably
satisfactory to the Indemnified Party and the Indemnifying Party shall have full
control of such defense and proceedings, including any compromise or settlement
thereof; provided,
however, that the
Indemnifying Party shall not consent to the entry of any judgment or enter into
any settlement with respect to the Third Party Claim which provides for or
results in any payment by or Obligation of the Indemnified Party of or for any
damages or other amount, any Encumbrance on any property of the Indemnified
Party, any finding of responsibility or liability on the part of the Indemnified
Party or any sanction or injunction of, restriction upon the conduct of any
business by, or other equitable relief upon the Indemnified Party without the
prior written consent of the Indemnified Party (not to be withheld
unreasonably).

     

    (iii)           Unless
and until the Indemnifying Party assumes the defense of the Third Party Claim as
provided in Section
9(d)(i), the Indemnified Party may defend against the Third Party Claim
in any manner it reasonably may deem appropriate.

     

    (iv)           In
no event shall the Indemnified Party consent to the entry of any judgment or
enter into any settlement with respect to the Third Party Claim without the
prior written consent of the Indemnifying Party,  which consent shall
not be withheld unreasonably.


    
      
         


      

      
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    (e)           Indemnification if
Negligence of Indemnitee.  THE INDEMNIFICATION PROVIDED IN THIS
ARTICLE 9 WILL BE APPLICABLE WHETHER OR NOT THE SOLE, JOINT OR CONTRIBUTORY
NEGLIGENCE OF THE INDEMNIFIED PARTY IS ALLEGED OR PROVEN.  THE PARTIES
AGREE THE PRECEDING SENTENCE IS COMMERCIALLY CONSPICUOUS.

     

    (f)        
   No
Waiver of Rights or Remedies.  Each Indemnified Party’s rights
and remedies set forth in this Agreement will survive the Closing and will not
be deemed waived by such Indemnified Party’s consummation of the Transactions
and will be effective regardless of any inspection or investigation conducted,
or the awareness of any matters acquired (or capable or reasonably capable of
being acquired), by or on behalf of such Indemnified Party or by its directors,
officers, employees, or representatives or at any time (regardless of whether
notice of such knowledge has been given to Indemnifying Party), whether before
or after the date hereof or the Closing Date with respect to any circumstances
constituting a condition under this Agreement, unless any waiver specifically so
states.

     

    (g)           Determination of Amount of
Adverse Consequences.  The Adverse Consequences giving rise to
any indemnification obligation hereunder shall be limited to the loss suffered
by the Indemnified Party (reduced by any insurance proceeds received, realized
or retained by the Indemnified Party as a result of the events giving rise to
the claim for indemnification net of any expenses related to the receipt of such
proceeds as well as any Tax Benefit recognized by the Indemnified Party (or the
affiliated group of which it is a member) occasioned by such loss or
damage).  The amount of the loss and the amount of the indemnity
payment shall be computed by taking into account the timing of the loss or
payment, as applicable, using a Prime Rate plus 2% interest or discount rate, as
appropriate.  Upon the request of the Indemnifying Party, the
Indemnified Party shall provide the Indemnifying Party with information
sufficient to allow the Indemnifying Party to calculate the amount of the
indemnity payment in accordance with this Section
9(g).  An Indemnified Party shall take all reasonable steps to
mitigate damages in respect of any claim for which it is seeking indemnification
and shall use reasonable efforts to avoid any costs or expenses associated with
such claim and, if such costs and expenses cannot be avoided, to minimize the
amount thereof.

     

    (h)           Tax Treatment of Indemnity
Payments.  The Parties hereto agree that all indemnification
payments made under this Agreement, including any payment made under Section 10 hereof,
shall be treated as purchase price adjustments for Tax purposes.

     

    (i)         
  Exclusive
Post-Closing Remedy.  After the Closing, the rights and
remedies set forth in this Article 9 and Article 10 shall
constitute the sole and exclusive rights and remedies of the Parties under or
with respect to the subject matter of this Agreement except for any
non-monetary, equitable relief to which any Party may be entitled, any remedies
for willful misconduct or fraud, or any relief, remedies or rights under the
Security Agreement regarding the parties thereto and the matters contained
therein.

     

    (j)         
  Additional
Remedy Matters.  To the extent any claim may be recoverable
pursuant to more than one Section of this Article 9, the
Indemnified Party may make such claim under any such Section in the
alternative.


    
      
         


      

      
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    10.           Tax
Matters.

     

    (a)           Post-Closing Tax
Returns.  The Investor shall prepare or cause to be prepared
and file or cause to be filed any Post-Closing Tax Returns with respect to the
Acquired Assets.  The Investor shall pay (or cause to be paid) any
Taxes due with respect to such Tax Returns.

     

    (b)           Pre-Closing Tax
Returns.  The Sellers shall prepare or cause to be prepared and
file or cause to be filed all Pre-Closing Tax Returns with respect to the
Acquired Assets.  Copies of such Pre-Closing Tax Returns will be
provided to Investor as soon as practicable.  The Sellers shall pay or
cause to be paid any Taxes due with respect to such Tax Returns.

     

    (c)           Straddle
Periods.  The Investor shall be responsible for Taxes of the
Acquired Assets related to the portion of any Straddle Period occurring after
the Closing Date.  The Sellers shall be responsible for Taxes of the
Acquired Assets relating to the portion of any Straddle Period occurring before
and ending on the Closing Date.  With respect to any Straddle Period,
to the extent permitted by applicable Law, the Sellers or the Investor shall
elect to treat the Closing Date as the last day of the Tax period.  If
applicable Law shall not permit the Closing Date to be the last day of a Tax
period, then (i) real or personal property Taxes with respect to the Acquired
Assets shall be allocated based on the number of days in the partial periods
ending on the Closing Date and beginning after the Closing Date, (ii) in the
case of all other Taxes based on or in respect of income, the Tax computed on
the basis of the taxable income or loss attributable to the Acquired Assets for
each partial period as determined from their books and records, and (iii) in the
case of all other Taxes, on the basis of the actual activities or attributes of
the Acquired Assets for each partial period as determined from their books and
records.

     

    (d)           Straddle
Returns.  The Investor shall prepare any Straddle
Returns.  The Investor shall deliver, at least forty-five (45) days
prior to the due date for filing such Straddle Return (including any extension)
to the Sellers a statement setting forth the amount of Tax that the Sellers
owes, including the allocation of taxable income, if any, and Taxes under Section 10(c), and
copies of such Straddle Return.  The Sellers shall have the right to
review such Straddle Returns and the allocation of taxable income, if any, and
liability for Taxes and to suggest to the Investor any reasonable changes to
such Straddle Returns no later than fifteen (15) days prior to the date for the
filing of such Straddle Returns.  The Sellers and the Investor agree
to consult and to attempt to resolve in good faith any issue arising as a result
of the review of such Straddle Returns and allocation of taxable income, if any,
and liability for Taxes and mutually to consent to the filing as promptly as
possible of such Straddle Returns.  Not later than five (5) days
before the due date for the payment of Taxes with respect to such Straddle
Returns, the Sellers shall pay or cause to be paid to the Investor an amount
equal to the Taxes as agreed to by the Investor and the Sellers as being owed by
the Sellers.  If the Investor and the Sellers cannot agree on the
amount of Taxes owed by the Sellers with respect to a Straddle Return, the
Sellers shall pay or cause to be paid to the Investor the amount of Taxes
reasonably determined by the Sellers to be owed by the
Sellers.  Within ten (10) days after such payment, the Sellers and the
Investor shall refer the matter to an independent “Big-Four” accounting firm
agreed to by the Investor and the Sellers to arbitrate the
dispute.  The Sellers and the Investor shall equally share the fees
and expenses of such accounting firm and its determination as to the amounts
owed by the Sellers and Investor with respect to a Straddle Return shall be
binding on the Sellers and the Investor.  Within five (5) days after
the determination by such accounting firm, if necessary, the appropriate Party
shall pay the other Party any amount which is determined by such accounting firm
to be owed.


    
      
         


      

      
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    (e)           Claims for
Refund.  The Investor shall not, and shall cause each Acquired
Company and each of their Affiliates not to,  file any claim for
refund of Taxes with respect to the Acquired Assets for whole or partial taxable
periods on or before the Closing Date.

     

    (f)         
  Indemnification.  The
Investor agrees to indemnify the Sellers against the Obligations of Investor
pursuant to Sections
10(h) and all Taxes of or with respect to the Acquired Assets for any
Post-Closing Tax Period and the portion of any Straddle Period occurring after
the Closing Date.  The Sellers agree to indemnify the Investor against
all Taxes to the extent contemplated by Section 10(h) (other
than ad valorem and property Taxes) of or with respect to the Acquired Assets
for any Pre-Closing Tax Period and the portion of any Straddle Period occurring
on or before the Closing Date.

     

    (g)           Cooperation on Tax
Matters.

     

    (i)        
   The Investor and the Sellers shall cooperate fully, as and to
the extent reasonably requested by the other Party, in connection with the
filing of Tax Returns pursuant to this Section 10(g) and any
audit, litigation or other proceeding and making employees available on a
mutually convenient basis to provide additional information and explanation of
any material provided hereunder.

     

    (ii)           The
Investor and the Sellers further agree, upon request, to use their commercially
reasonable best efforts to obtain any certificate or other document from any
Governmental Authority or any other Person as may be necessary to mitigate,
reduce or eliminate any Tax that could be imposed (including with respect to the
transactions contemplated hereby).

     

    (h)           Certain
Taxes.  The Sellers shall prepare and file all necessary Tax
Returns and other documentation with respect to all transfer, documentary,
sales, use, stamp, registration or similar taxes and fees, provided, however, the Sellers shall
present to the Investor such Tax Returns and other documentation for the
Investor’s review and consent no later than ten (10) days before the due date of
such Tax Returns and other documentation (which consent shall not be
unreasonably withheld or delayed). If required by applicable Law, the Investor
shall, and shall cause its Affiliates to, join in the execution of any such Tax
Returns and other documentation.  Notwithstanding anything set forth
in this Agreement to the contrary, the Investor shall pay to the Sellers, on or
before the date such payments are due from the Sellers, any transfer,
documentary, sales, use, stamp, registration or similar taxes and fees incurred
in connection with this Agreement and the transactions contemplated hereby. To
the extent deducted in calculating the Purchase Price, Investor shall be
responsible for and shall pay all ad valorem and property taxes relating to the
Company Real Property, and attributable to periods before the Closing
Date.  In addition, the Sellers agree to cooperate with Investor’s
reasonable requests to structure the transactions contemplated by this Agreement
in such form as Investor may reasonably request to minimize the taxes described
in this Section
10(h).


    
      
         


      

      
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    (i)         
  Confidentiality.  Any
information shared in connection with Taxes shall be kept confidential, except
as may otherwise be necessary in connection with the filing of Tax Returns or
reports, refund claims, Tax audits, Tax claims and Tax litigation, or as
required by Law.

     

    (j)         
  Audits.  The
Sellers or the Investor, as applicable, shall provide prompt written notice to
the other Parties of any pending or threatened Tax audit, assessment or
proceeding that it becomes aware of related to the Acquired Assets for whole or
partial periods for which it is indemnified by any other Party
hereunder.  Such notice shall contain factual information (to the
extent known) describing the asserted Tax liability in reasonable detail and
shall be accompanied by copies of any notice or other document received from or
with any Tax authority in respect of any such matters.  If an
Indemnified Party has knowledge of an asserted Tax liability with respect to a
matter for which it is to be indemnified hereunder and such party fails to give
the Indemnifying Party prompt notice of such asserted Tax liability, then (i) if
the Indemnifying Party is precluded by the failure to give prompt notice from
contesting the asserted Tax liability in any forum, the Indemnifying Party shall
have no obligation to indemnify the Indemnified Party for any Taxes arising out
of such asserted Tax liability, and (ii) if the Indemnifying Party is not so
precluded from contesting, but such failure to give prompt notice results in a
detriment to the Indemnifying Party, then any amount which the Indemnifying
Party is otherwise required to pay the Indemnified Party pursuant to this Section 10(j) shall
be reduced by the amount of such detriment, provided, the Indemnified
Party shall nevertheless be entitled to full indemnification hereunder to the
extent, and only to the extent, that such party can establish that the
Indemnifying Party was not prejudiced by such failure.  This Section 10(j) shall
control the procedure for Tax indemnification matters to the extent it is
inconsistent with any other provision of this Agreement.

     

    (k)       
    Control of
Proceedings.  The party responsible for the Tax under this
Agreement shall control audits and disputes related to such Taxes (including
action taken to pay, compromise or settle such Taxes).  The Sellers
and the Investor shall jointly control, in good faith with each other, audits
and disputes relating to Straddle Periods.  Reasonable out-of-pocket
expenses with respect to such contests shall be borne by the Sellers and the
Investor in proportion to their responsibility for such Taxes as set forth in
this Agreement.  Except as otherwise provided by this Agreement, the
noncontrolling party shall be afforded a reasonable opportunity to participate
in such proceedings at its own expense.

     

    (l)       
    Powers of
Attorney.  The Investor and its respective Affiliates shall
provide the Sellers and their Affiliates with such powers of attorney or other
authorizing documentation as are reasonably necessary to empower them to execute
and file returns it is responsible for hereunder, file refund and equivalent
claims for Taxes it is responsible for, and contest, settle, and resolve any
audits and disputes that it has control over under Section 10(k) hereof
(including any refund claims which turn into audits or disputes).

     

    (m)           Remittance of
Refunds.  If the Investor or any Affiliate of the Investor
receives a refund of any Taxes that the Sellers are responsible for hereunder,
or if the Sellers or any Affiliate of the Sellers receives a refund of any Taxes
that the Investor is responsible for hereunder, the Party receiving such refund
shall, within 30 days after receipt of such refund, remit it to the Party who
has responsibility for such Taxes hereunder.  For the purpose of this
Section 10(m),
the term “refund” shall include a reduction in Tax and the use of an overpayment
as a credit or other Tax offset, and receipt of a refund shall occur upon the
filing of a Tax Return or an adjustment thereto using such reduction,
overpayment or offset or upon the receipt of cash.


    
      
         


      

      
        70

        
          

        

      

      
         


      

    


    (n)           Purchase Price
Allocation.  The Sellers and the Investor agree that the actual
Purchase Price allocable to the Acquired Assets shall be allocated to the
Acquired Assets for all purposes (including Tax and financial accounting
purposes) as jointly agreed between the Investor and the Sellers as soon as
practicable, but in any event no later than ninety (90) days following the
Closing Date.  The Investor, the Sellers and their applicable
Affiliates shall file all Tax Returns (including amended Tax Returns and claims
for refund) and information reports in a manner consistent with such
allocation.

     

    (o)           Closing Tax
Certificate.  At the Closing, each of the Sellers shall deliver
to the Investor a certificate in the form of Exhibit O, signed
under penalties of perjury (i) stating it is not a foreign corporation, foreign
partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer
Identification Number and (iii) providing its address, all pursuant to Section
1445 of the Code and the regulations promulgated thereunder.

     

    (p)           Tax
Protection.  The Investor agrees for the benefit of the Sellers
that, if the Investor directly or indirectly sells, exchanges, transfers, or
otherwise disposes of Acquired Assets or any interest therein (without regard to
whether such disposition is voluntary or involuntary) in a transaction that
would cause the Sellers to recognize gain under Section 704(c) of the Code, then
Investor shall pay to the Sellers an amount equal to the product of (x) the Tax
Protection Percentage and (y) the lesser of:

     

    (i)          
 the aggregate federal, state and local income Taxes incurred by the
Sellers as a result of the income or gain allocated to, or otherwise recognized
by, the Sellers with respect to its Units by reason of such sale, exchange,
transfer or other disposition, or

     

    (ii)           the
aggregate federal, state and local income Taxes that would have been payable by
the Sellers if the Acquired Assets had been sold on the Closing Date for its
fair market value (computed based upon tax rates in effect for the period during
which the event giving rise to the computation hereunder has occurred), reduced
to reflect:

     

    (A)           reductions
prior to such disposition in the “book-tax disparity” with respect to such
Acquired Assets (but only if and to the extent that such reduction is matched
dollar for dollar by a reduction in the gain allocable to the Sellers by reason
of such sale or other disposition pursuant to Section 704(c) of the Code),
and

     

    (B)           the
reduction in gain that results from the Sellers having a special inside basis
under Section 743 of the Code in the relevant Acquired Assets (by treating the
special inside basis as the basis for determining gain on the deemed sale
described in clause (ii)).


    
      
         


      

      
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    For
purposes of this Section 10(p), “Tax Protection
Percentage” shall mean:

     

    
      	 	
              From and
      including:

            	
              Until:

            	
              Percentage

            
	 	
              Closing
      Date

            	
              the
      12 month anniversary of Closing Date

            	
              80%

            
	 	
              the
      12 month anniversary of Closing Date

            	
              the
      24 month anniversary of Closing Date

            	
              60%

            
	 	
              the
      24 month anniversary of Closing Date

            	
              the
      36 month anniversary of Closing Date

            	
              30%

            
	 	
              After
      the 36 month anniversary of Closing Date

            	 
      	
              0%.

            


    

    


     

    11.           Termination.

     

    (a)           Termination of
Agreement.  The Parties may terminate this Agreement, as
provided below:

     

    (i)          
 The Investor and the Sellers may terminate this Agreement by mutual
written consent at any time before the Closing;

     

    (ii)           The
Investor may terminate this Agreement, if the Investor is not in default or
breach of any representations, warranties, covenants and agreements contained in
this Agreement, by giving written notice to the Sellers at any time before
Closing (A) in the event of any inaccuracy, violation or breach of any
representation, warranty or covenant of the Sellers contained in this Agreement
if (w) the Adverse Consequences thereof (with respect to the representations and
warranties, without giving effect to any supplement to the Schedules or any
qualification as to materiality, Seller Material Adverse Effect or Seller
Adverse Effect or concepts of similar import, or any qualification or limitation
as to monetary value) materially and adversely affect the Sellers’ ability to
consummate the transaction contemplated by this Agreement or would constitute or
result in a Seller Material Adverse Effect, (x) the Investor has notified the
Sellers of the breach in the manner provided for in Section 12(k) hereof,
(y) the breach has continued without cure for a period of 10 business days after
receipt of the notice of breach and (z) such breach would result in a failure to
satisfy a condition to the Investor’s obligation to consummate the transactions
contemplated hereby; or (B) in the event that the Closing shall not have
occurred on or before July 31, 2008 (unless such failure results primarily from
the Investor breaching any representation, warranty or covenant contained in
this Agreement);

     

    (iii)           The
Sellers may terminate this Agreement, if the Sellers are not in default or
breach of any representations, warranties, covenants and agreements contained in
this Agreement, by giving written notice to the Investor at any time before
Closing (A) in the event of any inaccuracy, violation or breach of any
representation, warranty or covenant of the Investor contained in this Agreement
if (w) the Adverse Consequences thereof (with respect to the representations and
warranties, without giving effect to any supplement to the Schedules or any
qualification as to materiality or Parent Material Adverse Effect or concepts of
similar import, or any qualification or limitation as to monetary value)
materially and adversely affect the Investor’s ability to consummate the
transaction contemplated by this Agreement or would constitute or result in a
Parent Material Adverse Effect, (x) the Sellers have notified the Investor of
the breach in the manner provided for in Section 12(k) hereof,
(y) the breach has continued without cure for a period of 10 business days after
receipt of the notice of breach and (z) such breach would result in a failure to
satisfy a condition to the Sellers’ obligation to consummate the transactions
contemplated hereby; or (B) in the event that the Closing shall not have
occurred on or before July 31, 2008  (unless such failure results
primarily from the Sellers breaching any representation, warranty or covenant
contained in this Agreement); and


    
      
         


      

      
        72

        
          

        

      

      
         


      

    


    (iv)           The
Investor or the Sellers may terminate this Agreement if any court of competent
jurisdiction or any governmental, administrative or regulatory authority, agency
or body shall have issued an order, decree or ruling or shall have taken any
other action permanently enjoining, restraining or otherwise prohibiting the
transactions contemplated hereby and such order, decree, ruling or other action
shall have become final and nonappealable.

     

    (b)           Effect of
Termination.  Except for the obligations under Articles
9,  11 and 12, if any Party
terminates this Agreement pursuant to Section 11(a), all
rights and obligations of the Parties hereunder shall terminate without any
liability of any Party to any other Party and except that termination of this
Agreement will not affect any liability of any Party for any breach of this
Agreement prior to termination, or any breach at any time of the provisions
hereof surviving termination.

     

    12.           Miscellaneous.

     

    (a)           Confidentiality.

     

    (i)         
  The Sellers shall, and shall cause their Affiliates to, not make
disclosure of any Confidential Information to any Person other than to its
owners, directors, officers, employees, consultants or other representatives to
whom such disclosure is necessary or reasonably convenient for the completion of
the transactions contemplated by this Agreement; (ii) as required to convey
title to any of the Acquired Assets; (iii) as required by Law or any securities
exchange or market rule; (iv) as may be requested or required by any
Governmental Authority (provided that the Sellers first notify the Investor and
give the Investor the opportunity to contest such request or requirement), or
(v) except with prior notice of such request for disclosure to, and consent of,
the Investor (which consent may be withheld in the Investor’s sole
discretion).

     

    (ii)           The
Sellers shall, and shall cause their Affiliates to, treat and hold as such all
of the Confidential Information and refrain from using any of the Confidential
Information except in connection with this Agreement.  If any Seller
is ever requested or required (by oral question or request for information or
documents in any action) to disclose any Confidential Information, the Sellers
will notify the Investor promptly of the request or requirement so that the
Investor may seek an appropriate protective order or waive compliance with this
Section
12(a)(ii).  If, in the absence of a protective order or the
receipt of a waiver hereunder, the Sellers, on the written advice of counsel,
are compelled to disclose any Confidential Information to any Government
Authority, arbitrator, or mediator or else stand liable for contempt, that the
Sellers may disclose the Confidential Information to the Government Authority,
arbitrator, or mediator; provided, however, that the Sellers
will use its commercial reasonable best efforts to obtain, at the request of the
Investor, an order or other assurance that confidential treatment will be
accorded to such portion of the Confidential Information required to be
disclosed as the Investor may designate.


    
      
         


      

      
        73

        
          

        

      

      
         


      

    


    (b)           Insurance.


     

    (i)           The
Sellers shall use their commercially reasonable best efforts to file, notice,
and otherwise continue to pursue any Insurance Rights that the Investor desires
to pursue, provided,
however, that nothing
contained in this Section 12(b) or
elsewhere in this Agreement shall be construed to limit the Sellers’ rights to
cancel the coverage(s) of any of the Company Insurance Policies in respect of
any fact, circumstance or event relating to the Acquired Assets or Business that
occurs or arises after the Closing.

     

    (ii)           Each
Seller shall cause each Seller Entity to file all insured claims (both before
and after Closing) that may be filed under any Company Insurance Policy issued
to it or its Affiliates and will thereafter coordinate with the Investor to
resolve all of Investor’s claims relating to the Insurance Rights.

     

    (c)           Expenses.  Except
as otherwise expressly provided in this Agreement, the Sellers, on the one hand,
and the Investor, on the other hand, will each bear their own costs and expenses
(including those of Affiliates) incurred in connection with the preparation,
execution and performance of this Agreement and the transactions contemplated by
this Agreement and the other Transaction Agreements, including all fees and
expenses of agents, representatives, financial advisors, legal counsel and
accountants.

     

    (d)           No Third Party
Beneficiaries.  Except for the indemnification provisions and
provisions expressly entitling Marine Transportation to have certain rights
(particularly relating to insurance and intellectual property), this Agreement
shall not confer any rights or remedies upon any Person other than the Parties
and their respective successors and permitted assigns.

     

    (e)           Succession.  This
Agreement shall be binding upon and inure to the benefit of the Parties named
herein and their respective successors and permitted assigns.

     

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


    
      
         


      

      
        74

        
          

        

      

      
         


      

    


    (g)           Incorporation of Exhibits
and Schedules.  The Exhibits, Schedules and other attachments
identified in this Agreement are incorporated herein by reference and made a
part hereof.  If there is any conflict or other inconsistency between
this Agreement and the Exhibits and Schedules, the terms of this Agreement shall
prevail.  To the extent of any ambiguity, inconsistency or conflict
between this Agreement and any other Transaction Agreement, the terms of this
Agreement will prevail.

     

    (h)           Set off
Rights.  The Investor will have the option of setting off all
or any part of any amounts due it or its Affiliates under any Transaction
Agreement by notifying the Sellers that the Investor is electing to set off the
amount outstanding under this Agreement by the amount of such
damages.  The Investor’s exercise, if in good faith, of its set off
rights will not constitute an event of default under this Agreement or any other
Transaction Agreement.

     

    (i)        
   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.

     

    (j)         
  Headings.  The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.

     

    (k)           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 five (5) 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 the
      Sellers:

            	
              Grifco
      Transportation, Ltd.

            
	 	 
      	
              9001-A
      Frey Road

            
	 	 
      	
              Houston,
      TX 77034

            
	 	 
      	
              Telephone:

            	
              (713)
      943-9300

            
	 	 
      	
              Fax:

            	
              (713)
      943-9322

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

            
	 	 
      	 
      
	 	 
      	
              Strasburger
      & Price, LLP

            
	 	 
      	
              Attn:  Dana
      LeDoux

            
	 	 
      	
              1401
      McKinney St., Suite 2200

            
	 	 
      	
              Houston,
      Texas 77010

            
	 	 
      	
              Telephone:

            	
              (713)
      951-5683

            
	 	 
      	
              Fax:

            	
              (832)
      397-3516

            


    


    
      
         


      

      
        75

        
          

        

      

      
         


      

    

     

    
      	 	
              If to
      Investor:

            	
              Genesis
      Marine Transportation, LLC

            
	 	 
      	
              Attn:
      Chief Operating Officer

            
	 	 
      	
              500
      Dallas, Suite 2500

            
	 	 
      	
              Houston,
      Texas 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, facsimile,
ordinary mail or electronic mail), but no such notice, request, demand, claim or
other communication shall be deemed to have been duly given unless and until it
actually is received by the intended recipient.  Any Party may change
the address to which notices, requests, demands, claims and other communications
hereunder are to be delivered by giving the other Party notice in the manner
herein set forth.

     

    (l)       
    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 BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
DOMESTIC LAWS OF THE STATE IN WHICH SUCH PROPERTY IS LOCATED.

     

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


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    (ii)           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 CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS
OF SUCH PARTY SET FORTH IN OR DESIGNATED PURSUANT TO SECTION 12(K) OR BY ANY
OTHER MEANS PERMITTED BY THE LAWS OF THE STATE OF TEXAS.

     

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

     

    (m)           Amendments and
Waivers.  No amendment of any provision of this Agreement shall
be valid unless the same shall be in writing and signed by the Investor and the
Sellers.  No waiver by any Party of any default, misrepresentation or
breach of warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

     

    (n)           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.

     

    (o)           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 meaning, 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.


    
      
         


      

      
        77

        
          

        

      

      
         


      

    


    (p)           Entire
Agreement.  THIS AGREEMENT (INCLUDING THE DOCUMENTS REFERRED TO
HEREIN) CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES AND SUPERSEDES ANY
PRIOR UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS BY OR AMONG THE PARTIES
(OTHER THAN THOSE CONTAINED IN THE CONFIDENTIALITY AGREEMENT), WRITTEN OR ORAL,
TO THE EXTENT IT HAS RELATED IN ANY WAY TO THE SUBJECT MATTER
HEREOF.   UPON CLOSING, THE PARENT IS HEREBY RELEASED FROM ALL OF
ITS OBLIGATIONS UNDER THE CONFIDENTIALITY AGREEMENT.

     

    (q)           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, and notwithstanding the provisions of Section
12(l) hereof, each Party agrees that the other Parties will be entitled to seek
an injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and its terms and
provisions in any action instituted in any court of the United States or any
state thereof having jurisdiction over the Parties and the matter, in addition
to any other remedy to which it may be entitled, at law or in
equity.

     

    (r)         
  Joint and
Several Obligations.  Notwithstanding anything to the contrary
in this Agreement, the covenants, agreements and obligations of, and the
representations and warranties made by or attributable to, each Seller or any of
their respective Affiliates pursuant to this Agreement, including obligations to
make indemnity payments, will be deemed to be made by and attributable to all
Sellers, jointly and severally, and the Investor will have the right to pursue
remedies against any or all such Persons without any obligation to give notice
to or pursue remedies against any other Person; provided, however, that from
and after the Closing the Acquired Companies shall have no obligations under,
and no liabilities relating to, this Agreement.  Each Seller
acknowledges and agrees that it has irrevocably appointed Grifco , as its sole
representative with power and authority to act under this Agreement, including
making elections under this Agreement, amend or otherwise modify this Agreement
and receiving delivery of the Purchase Price.  In the event Grifco is
unavailable or unwilling to serve as such representative, each Seller
acknowledges and agrees that it has irrevocably appointed Edgar C. Griffin, Jr.
as its sole alternate representative with power and authority to act under this
Agreement, including making elections under this Agreement, amending or
otherwise modifying this Agreement and receiving delivery of the Purchase
Price.

     

    *****


    
      
         


      

      
        78

        
          

        

      

      
         


      

    


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

     

    


    
      	 
      	
              INVESTOR:

            
	 
      	 
      
	 
      	
              Genesis
      Marine Investments, LLC

            
	 
      	 
      
	 
      	
              By:

            	
              /s/
      Ross A. Benavides

            
	 
      	
              Printed
      Name:

            	
              Ross
      A. Benavides

            
	 
      	
              Title:

            	
              CFO

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	 
      	
              SELLERS:

            
	 
      	 
      
	 
      	
              Grifco
      Transportation, Ltd.

            
	 
      	By:
      Grifco
      Management, L.L.C.,
	 
      	
              its
      sole general partner

            
	 
      	 
	 
      	
              By:

            	
              /s/
      Edgar C. Griffin

            
	 
      	
              Printed
      Name:

            	
              Edgar
      C. Griffin

            
	 
      	
              Title:

            	
              Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              Grifco
      Transportation Two, Ltd.

            
	 
      	 
      
	 
      	By:
      Grifco
      Management, L.L.C.,
	 
      	
              its
      sole general partner

            
	 
      	 
	 
      	
              By:

            	
              /s/
      Edgar C. Griffin

            
	 
      	
              Printed
      Name:

            	
              Edgar
      C. Griffin

            
	 
      	
              Title:

            	
              Manager

            
	 
      	 
      
	 
      	 
      


    

    
      	 
      	
              Shore
      Thing, Ltd.

            
	 
      	 
      
	 
      	By:
      Grifco
      Management, L.L.C.,
	 
      	
              its
      sole general partner

            
	 
      	 
	 
      	
              By:

            	
              /s/
      Edgar C. Griffin

            
	 
      	
              Printed
      Name:

            	
              Edgar
      C. Griffin

            
	 
      	
              Title:

            	
              Manager

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	 
      	
              PARENT:**

            
	 
      	 
      
	 
      	
              Genesis
      Energy, L.P.,

            
	 
      	By:
      Genesis
      Energy, Inc.,
	 
      	
              its
      sole general partner

            
	 
      	 
      
	 
      	
              By:

            	
              /s/
      Grant E. Sims

            
	 
      	
              Printed
      Name:

            	
              Grant
      E. Sims

            
	 
      	
              Title:

            	
              CEO

            


    

    


    


    **Parent  is
executing this Agreement solely for the purposes of acknowledging its
obligations to issue Units pursuant to Section 2(c)(i)(A), to execute and
deliver the Acquired Equity Interest Contribution Agreement,  and to
execute and deliver the Parent Guaranty.

    


    
      	 
      	
              TD
      MARINE:**

            
	 
      	 
      
	 
      	
              TD
      Marine, LLC

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Todd A. Davison

            
	 
      	
              Printed
      Name:

            	
              Todd
      A. Davison

            
	 
      	
              Title:

            	
              CEO

            


    

    


    


    **TD
Marine is executing this Agreement solely for the purposes of acknowledging its
obligations to pay a portion of the Cash Consideration pursuant to Section
2(c)(i)(A), to execute and deliver the Acquired Equity Interest Assignment
Agreement, and to make any required filings under the HSR Act.