Unassociated Document


    
      

    

    Exhibit
10.3

     

    EXECUTION COPY

     

    
      FIRST
AMENDMENT

      


      TO

      FIRST
AMENDED AND RESTATED CREDIT AGREEMENT

      


      dated
as of

       

      July
18, 2008

       

      among

      


      GENESIS
CRUDE OIL, L.P.,

      as
the Borrower,

      


      GENESIS
ENERGY, L.P.,

      as
the Parent,

      


      and

      


      the
Lenders Party Hereto

      


      
        
          

        

      

       

      FORTIS
CAPITAL CORP.,

      as
Administrative Agent,

      


      DEUTSCHE
BANK SECURITIES INC.,

      as
Syndication Agent,

      


      and

       

      
        BANK
OF AMERICA, N.A.,

        U.S.
BANK NATIONAL ASSOCIATION,

        WACHOVIA
BANK, NATIONAL ASSOCIATION,

        BMO
CAPITAL MARKETS FINANCING, INC.,

        ROYAL
BANK OF CANADA, and

        SUNTRUST
BANK,

        as
Co-Documentation Agents

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FIRST
AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

      


      THIS FIRST AMENDMENT TO FIRST AMENDED AND
RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of
July 18, 2008, is by and among GENESIS CRUDE OIL, L.P., a
Delaware limited partnership (the “Borrower”), GENESIS ENERGY, L.P., a
Delaware limited partnership (the “Parent”), FORTIS CAPITAL CORP., as
administrative agent (in such capacity, together with its successors in such
capacity, the “Administrative
Agent”) for the lenders party to the Credit Agreement referred to below
(collectively, the “Lenders”), and the undersigned
Lenders.

      


      R E C I T A L
S

      


      A.            The
Borrower, the Parent, the Lenders, the Administrative Agent and the other agents
referred to therein are parties to that certain First Amended and Restated
Credit Agreement dated as of May 30, 2008 (as amended, supplemented or otherwise
modified from time to time prior to the date hereof, the “Credit Agreement”), pursuant
to which the lenders party thereto have made certain Loans and provided certain
Commitments (subject to the terms and conditions thereof) to the
Borrower.

      


      B.          
  In connection with the Grifco Transaction (as defined below), the
Parent has entered into the Grifco Contribution and Sale Agreement (as defined
below) pursuant to which it will invest in the Grifco Joint Ventures (as defined
below) and consummate the other transactions therein described.

      


      C.         
   The Parent and the Borrower wish, and the Lenders signatory
hereto and the Administrative Agent are willing, to amend the Credit Agreement
in connection therewith.

      


      NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

      


      Section
1.             
 Defined
Terms.  Each capitalized term used herein but not otherwise
defined herein has the meaning given such term in the Credit
Agreement.  Unless otherwise indicated, all article, schedule, exhibit
and section references in this First Amendment refer to articles and sections of
the Credit Agreement.

      


      As used
in this First Amendment, the following term has the meaning specified
below:

      


      “First Amendment Effective
Date” has the meaning assigned to such term in Section 3
hereof.

      


      Section
2.             
 Amendments to
Credit Agreement.

      


      2.1           Amendments to Section 1.01
(Defined Terms).


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      (a)         
  The definition of “Agreement” is hereby amended
and restated in its entirety to read as follows:

      


      “Agreement” means the Existing
Credit Agreement, as amended and restated by this First Amended and Restated
Credit Agreement, as further amended by the First Amendment, as the same may
from time to time be amended, modified, restated, or replaced from time to time,
and any annexes, exhibits and schedules to any of the foregoing.

      


      (b)     
      The definition of “Consolidated EBITDA” is hereby
amended as follows:

      


      (i) by
adding the words “(including impairment of assets, as contemplated in the
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”),” at the end of clause
(iii);

      


      (ii) by
amending and restating clause (iv) as follows:

      


      “any
deferred or non-cash equity compensation or stock option or similar compensation
expense, including all expense recorded for the Parent’s equity appreciation
rights plan in excess of cash payments for exercised rights; provided, however,
that actual cash payments made with respect to such deferred compensation shall
reduce Consolidated EBITDA in the period in which such payment is
made,”;

      


      (iii) by
adding a new clause (v) as follows:

      


      “solely
for the fourth quarter of 2007, $2,100,000 in compensation/severance expenses
relating to a one-time payment to a former employee in connection with his
severance,” and

      


      
        (iv) by
renumbering the existing clauses (v) and (vi) as clauses (vi) and (vii),
respectively.

      

      


      (c)        
   The name of each of the defined terms “First Amendment”, “First Amendment Foreign
Subsidiaries” and “First
Amendment Unrestricted Subsidiaries” is hereby replaced with
the name “Existing Agreement
First Amendment”, “Existing Agreement First Amendment
Foreign Subsidiaries” and “Existing Agreement First Amendment
Unrestricted Subsidiaries”, respectively, and in each occurrence of such
defined term in the Agreement, and each such defined term shall be placed in
correct alphabetical order.  Other than such modification of the name
of each such defined term, each such defined term shall remain
unchanged.

      


      (d)       
    The definition of “Non-Recourse Obligations” is
hereby amended by adding the words “and 5.10(c)(iii)(x)” after both occurrences
of the words “Section 6.01(h)”.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (e)      
     The definition of “Permitted Joint Venture” is
hereby amended by deleting the period at the end and adding the words “; provided, however, that the
Grifco Joint Ventures shall be deemed to be Permitted Joint Ventures upon
delivery of the certification required by clause (f)(ii) above on behalf of each
such Joint Venture.  Regardless of whether the financial statements of
any Grifco Joint Venture shall be required, in accordance with GAAP, to be
consolidated with those of the Parent, such Grifco Joint Venture shall not
constitute a “subsidiary” for purposes of this Agreement until such time as such
Grifco Joint Venture meets the requirements of clause (a) of the definition
thereof, at which time such Grifco Joint Venture shall become an “Unrestricted
Subsidiary” for all purposes under this Agreement.”

      


      (f)       
     The following definitions are hereby added to
Section 1.01 of the Credit Agreement where alphabetically
appropriate:

      


      “Davison Unit Repurchase” means
the repurchase on the date hereof by the Parent of 837,690 common units of the
Parent for $16,666,667 from one or more Persons party to the Davison
Contribution and Sale Agreement (or such Person’s subsequent
transferees).

      


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

      


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

      


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

      


      “DG Marine Transportation Employee
Benefit Arrangements” means the participation by employees of DG Marine
Transportation in the health, welfare and 401(k) plans of Parent and the General
Partner, and DG Marine Transportation’s reimbursement to Parent and/or the
General Partner in respect of additional costs incurred thereby related to such
participation in accordance with Section 5.16(a).

      


      “DG Marine Transportation Subordinated
Debt” means the debt issued pursuant to that certain senior subordinated
credit agreement, dated as of the date hereof, between DG Marine Transportation,
as Borrower, and Genesis Marine, as Lender having the terms set forth in Exhibit A to the
First Amendment, with other terms not set forth in Exhibit A being
satisfactory to the Arrangers.

      


      “First Amendment” means the
First Amendment to First Amended and Restated Credit Agreement, dated as of July
18, 2008, among the Borrower, the Parent, the Administrative Agent, the Lenders
party thereto, and the other agents and parties thereto.

      


      “First Amendment Effective
Date” has the meaning assigned to such term in the First
Amendment.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Genesis Marine” means Genesis
Marine Investments, LLC, a Delaware limited liability company.

      


      “Grifco Agreements” means the
Grifco Contribution and Sale Agreement and the Grifco Omnibus
Agreement.

      


      “Grifco Agreement Contribution”
means the contribution and assignment by each of Parent and Genesis Marine of
certain of their rights and obligations under the Grifco Agreements to DG Marine
Transportation.

      


      “Grifco Contribution and Sale
Agreement” means the Contribution and Sale Agreement, dated June 11,
2008, by and among Grifco Transportation, Ltd., Grifco Transportation and Shore
Thing, Ltd., as Sellers, Genesis Marine, as Investor, Parent and TD
Marine.

      


      “Grifco Parent Guaranty” means
the Guaranty by Parent of Genesis Marine’s obligations under the Grifco
Contribution and Sale Agreement.

      


      “Grifco Joint Ventures” means
DG JV, DG Marine Holdings, DG Marine Transportation and Grifco Transportation
and their subsidiaries.

      


      “Grifco Joint Ventures Administrative
Arrangements” means the provision by Parent and its Affiliates of certain
administrative-type services and other arrangements to the Grifco Joint
Ventures, including employee benefit arrangements, administrative relationships
and performance guarantees, the value of which does not exceed $3,000,000, for
which Parent and the applicable Affiliate of Parent are reimbursed by the
applicable Grifco Joint Venture for costs incurred by Parent or such Affiliate
of Parent related to the provision of such services in accordance with Section
5.16(b).

      


      “Grifco Omnibus Agreement”
means the Omnibus Agreement, dated June 11, 2008, by and among TD Marine, James
E. Davison, Steven K. Davison, and Todd A. Davison, as the Davison Parties, and
Parent and Genesis Marine, as the Genesis Parties.

      


      “Grifco Transaction” means the
transaction contemplated by the Grifco Contribution and Sale Agreement,
including the acquisition of the Grifco inland marine transportation business,
as more fully described in the Grifco Contribution and Sale
Agreement.

      


      “Grifco Transportation” means
Grifco Transportation Two Ltd., a Texas limited partnership.

      


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


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      2.2           Amendment to Section 2.09
(Termination and Reduction of Committed Amounts).  Section 2.09
is hereby amended by replacing the last sentence of subsection (c) thereof with
“Any termination of the aggregate Committed Amounts, or reduction of any portion
thereof, including pursuant to Section 2.11(d), shall be
permanent.”

      


      2.3           Amendment to Section 2.11
(Prepayment of Loans).  Section 2.11 is hereby amended by
adding a new subsection (d) thereto which reads as follows: “(d) If, at any
time, the Borrower or Finance Co is required to make a prepayment of any
unsecured Indebtedness permitted by Section 6.01(j) required as the result of a
“change of control”, the Committed Amounts shall be permanently reduced by the
amount of such prepayment that would otherwise be required to be made pursuant
to the terms of such unsecured Indebtedness.  If such reduction in the
Committed Amounts results in the total Revolving Credit Exposure outstanding at
such time exceeding the Available Amount, then the Borrower shall prepay the
Loans to the extent of such excess on the date such excess first occurs and, if
such prepayment does not result in such excess being $0 because of outstanding
Letters of Credit, then the Borrower shall cash collateralize such Letters of
Credit pursuant to Section 2.06(j) to the extent of such remaining
excess.  Each such reduction and prepayment shall be applied ratably
to the Committed Amount and Loans of each Lender.  Each such
prepayment shall be accompanied by accrued interest to the extent required by
Section 2.13 and any break funding payments required by Section
2.16(a).”

      


      2.4           Addition of New Section
5.16.  A new Section 5.16 is hereby added as follows: “It will
cause (a) DG Marine Transportation to reimburse Parent and/or the General
Partner, as applicable, for costs incurred by Parent and/or the General Partner
in connection with the DG Marine Transportation Employee Benefit Arrangements
and (b) the applicable Grifco Joint Venture to reimburse Parent and/or the
applicable Affiliate of Parent, as applicable, for costs incurred by Parent
and/or such Affiliate of Parent in connection with the Grifco Joint Ventures
Administrative Arrangements.”

      


      2.5           Amendment to Section 6.01(e)
(Indebtedness).  Section 6.01(e) is hereby amended and restated
in its entirety as follows: “(e) Guarantees by any Borrower Party of (i) up to
an aggregate of $7,500,000 of Indebtedness of the Sandhill Joint Venture
outstanding at any time, (ii) up to an additional aggregate $10,000,000 of
Indebtedness of one or more Joint Ventures, including the Sandhill Joint
Venture, outstanding at any time, and (iii) certain obligations of each of
Parent and Genesis Marine under the Grifco Contribution and Sale Agreement after
the Grifco Agreement Contribution;”

      


      2.6           Amendment to Section 6.01(j)
(Indebtedness).  Section 6.01(j) is hereby amended and restated
in its entirety as follows: “(j) other unsecured Indebtedness; provided that (i)
such Indebtedness shall (A) not mature earlier than six (6) months after the
Maturity Date, (B) have no financial maintenance covenants that are more
restrictive than those in this Agreement, (C) have no other covenants or events
of default that are more restrictive than those in this Agreement and (D) have
no prepayment provisions other than prepayments required as a result of a
“change of control” and which are subordinated to the prepayment of the Loans
(with the Arrangers being satisfied with such subordination); and (ii) no
Default or Event of Default exists or would exist immediately after the issuance
of such Indebtedness.”


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      2.7           Amendment to Section 6.02
(Liens).  Section 6.02 is hereby amended by replacing “Section
5.10(c)(x)” in clause (g) with “Section 5.10(c)(iii).

      


      2.8           Amendment to Section 6.04
(Investments, Loans, Advances, and Guarantees).  Section 6.04
is hereby amended by (i) replacing the word “and” at the end of clause (d)(i)
with a comma, (ii) replacing the semi-colon at the end of clause (d)(ii) with a
comma and the word “and”, (iii) adding a new clause (d)(iii) that reads “Genesis
Marine under the Grifco Contribution and Sale Agreement or the Grifco Joint
Ventures Administrative Arrangements.”, (iv) deleting the word “and” at the end
of clause (j), (v) deleting the period and adding a semi-colon and the word
“and” at the end of clause (k), (vi) adding a new clause (l) that reads “the
Grifco Agreement Contribution; and”, and (vii) adding a new clause (m) that
reads “Investments in the Grifco Joint Ventures in an amount not to exceed
$60,000,000 at any one time outstanding (which amount shall include any
consideration paid for the initial investment in the Grifco Joint Ventures) in
the form of capital contributions or other equity investments, the DG Marine
Transportation Subordinated Debt, or a combination of both capital contributions
or other equity investments and the DG Marine Transportation Subordinated Debt;
provided, however, that the
initial $24,500,000 of such Investments shall be in the form of capital
contributions or other equity investments.”.

      


      2.9           Amendment to Section 6.06
(Sale of Assets).  Section 6.06 is hereby amended by (i)
deleting “and” at the end of clause (g), (ii) deleting the period and adding “;
and” at the end of clause (h), (iii) adding a new clause (i) that reads “the
Grifco Agreement Contribution; and”, and (iv) adding a new clause (j) that reads
“the disposition of the Borrower’s refinery service assets at the CITGO Refinery
in Corpus Christi, Texas in consideration for CITGO renewing its refinery
services contract with a Subsidiary of the Borrower for ten (10)
years.”

      


      2.10         Amendment to Section 6.08
(Restricted Payments).  Section 6.08 is hereby amended and
restated in its entirety as follows:

      


      “It will
not, and will not permit any of its Restricted Subsidiaries to, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, except
(a) any Restricted Subsidiary of the Borrower may declare and make Restricted
Payments to the Borrower and its Restricted Subsidiaries, and NEJD SPE 1 may
declare and make Restricted Payments to the Parent, (b) the Borrower may make
Restricted Payments to holders of its Equity Interests and the Parent may make
Restricted Payments to the owners of its Equity Interests once per fiscal
quarter, in each case set forth in this clause (b), to the extent of the amount
of Distributable Cash for such quarter, and (c) the Borrower may make the
Davison Unit Repurchase; provided, with
respect to clauses (a), (b) and (c) above, that no Default has occurred and is
continuing or would result therefrom.”


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      2.11         Amendment to Section 6.09
(Transactions with Affiliates).  Section 6.09 is hereby amended
by deleting the period at the end of such section and replacing it with the
words “; provided, however, that each of
(i) the DG Marine Transportation Employee Benefit Arrangements, (ii) the Grifco
Agreement Contribution, (iii) the Davison Unit Repurchase, (iv) the Investments
in the Grifco Joint Ventures as permitted and limited by Section 6.04(m)
(including the DG Marine Transportation Subordinated Debt), and (v) the Grifco
Joint Ventures Administrative Arrangements shall each be permitted transactions
under this Section 6.09 notwithstanding the restrictions set forth
above.

      


      2.12         Amendment to Section 6.11
(Limitation on Modifications of Material Agreements).  Section
6.11 is hereby amended by replacing the last three lines thereof as
follows:

      


      “Documents
of NEJD SPE 2) to the extent that (i) amendments to Material Agreements
evidencing Indebtedness permitted by Section 6.01(j) or evidencing the DG Marine
Transportation Subordinated Debt do not materially adversely affect the rights
of the Administrative Agent or the Lenders and (ii) amendments to Material
Agreements other than those evidencing Indebtedness permitted by Section 6.01(j)
or evidencing the DG Marine Transportation Subordinated Debt do not materially
and adversely effect the Parent or other Borrower Parties.”

      


      2.13         Amendment to Section 6.12
(Creation of Subsidiaries).  Section 6.12 is hereby amended and
restated as follows:

      


      “(a)          It
will not, and will not permit any of its subsidiaries to, at any time create or
acquire any (i) Restricted Subsidiary unless (1) such Restricted Subsidiary is a
Wholly Owned Subsidiary of Borrower (or, in the case of Finance Co or NEJD SPE
1, a Wholly Owned Subsidiary of the Parent), (2) it has caused such Restricted
Subsidiary to comply with the requirements of Sections 5.10 and 5.11, and (3)
such creation or acquisition complies with Section 6.04; (ii) Unrestricted
Subsidiary or Joint Venture except as permitted pursuant to Section 6.04; or
(iii) any Foreign Subsidiary (other than the Existing Agreement First Amendment
Foreign Subsidiaries) without the prior written consent of the Required Lenders.
Notwithstanding the foregoing, it will not permit any Unrestricted Subsidiary to
own, directly or indirectly, any Equity Interests in any Restricted Subsidiary;
and

      


      (b)            It
will not permit any of its Joint Ventures to at any time create or acquire
any  Restricted Subsidiary, Unrestricted Subsidiary or Foreign
Subsidiary without the prior written consent of the Required
Lenders.”

      


      2.14         Amendment to Section 6.19
(Prepayments on Indebtedness).  Section 6.19 is hereby amended
and restated in its entirety as follows:

      


      “It will
not and will not permit any of its Restricted Subsidiaries to, directly or
indirectly make (or give any notice in respect of) any voluntary or optional
payment or prepayment on or redemption or acquisition for value of, any
prepayment or redemption as a result of any asset sale, change of control or
similar event of, any outstanding Indebtedness, except prepayments of (i) the
Secured Obligations, (ii) prepayments of immaterial Indebtedness in the ordinary
course of business, (iii) prepayments of the Indebtedness permitted by Section
6.01(j) required as the result of a “change of control”, provided that any such
prepayment is made in accordance with the terms of Section 2.11(d), or (iv) as
otherwise permitted by this Agreement.”


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      2.15         
Amendment to
Schedules.  Schedules 3.14 and 3.19(c) are hereby amended and
replaced in their entirety with Schedules 3.14 and 3.19(c) attached hereto, with
each such schedule giving effect to the consummation of the Grifco
Transaction.

      


      Section
3.      
         Conditions
Precedent.  This First Amendment shall not become effective
until the date (the “First
Amendment Effective Date”) on which each of the following conditions is
satisfied (or waived in accordance with Section 10.02 of the Credit
Agreement):

      


      (a)       
    The Administrative Agent shall have received a
certificate of an Authorized Officer of the Parent certifying:  (i)
that the Grifco Transaction will be consummated concurrently with the
effectiveness of this First Amendment and substantially in accordance with the
terms of the Grifco Agreements (with all of the material conditions precedent
thereto having been satisfied in all material respects by the parties thereto)
and in all material respects in accordance with all applicable Governmental
Requirements and (ii) that attached thereto are true and complete executed
copies of the Grifco Agreements.

      


      (b)        
   The Administrative Agent shall have received a certificate of
a Responsible Officer of the Parent satisfying the requirements of clause
(f)(ii) of the definition of “Permitted Joint Venture”.

      


      (c)          
 The Administrative Agent shall have received from the Lenders required by
the Credit Agreement, the Parent, and the Borrower, executed counterparts (in
such number as may be requested by the Administrative Agent) of this First
Amendment and all schedules, exhibits and annexes to the foregoing.

      


      (d)        
   The Administrative Agent, the Arrangers and the Lenders shall
have received all fees and other amounts due and payable on or prior to the
First Amendment Effective Date (including the amendment fee), including, to the
extent invoiced, reimbursement or payment of all out of pocket expenses required
to be reimbursed or paid by the Borrower hereunder.

      


      (e)        
   The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the First Amendment Effective Date) of Akin Gump Strauss Hauer & Feld LLP,
counsel for the Borrower Parties and the Grifco Joint Ventures, and covering
such other matters relating to the Borrower Parties, the Credit Agreement, the
First Amendment, or the other Loan Documents being executed in connection
therewith as the Required Lenders shall reasonably request.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      (f)           
 The organizational structure of the Parent and the Subsidiaries, both
before and after giving effect to the Grifco Transaction, shall be reasonably
satisfactory to the Administrative Agent.

      


      (g)        
   The Administrative Agent shall have received a certificate,
dated the First Amendment Effective Date and signed by the President, a Vice
President or a Financial Officer of the Borrower, certifying compliance with
Section 3.17 of the Credit Agreement as of the First Amendment Effective Date
after giving effect to the transactions contemplated by this First
Amendment.

      


      (h)        
   The Administrative Agent shall have received a certificate of
a Responsible Officer of the Borrower either (i) attaching copies of all
consents, licenses and approvals required in connection with the execution,
delivery and performance by and the validity against each Borrower Party of this
First Amendment and the Loan Documents being executed in connection therewith
and to which it is a party and such consents, licenses and approvals shall be in
full force and effect, or (ii) stating that no such consents, licenses or
approvals are so required.

      


      (i)      
      The Administrative Agent shall have received
a certificate of a Responsible Officer of the Borrower either (i) attaching
copies of all material consents, licenses and approvals required in connection
with the execution, delivery and performance by and the validity against each
Borrower Party of the Grifco Agreements and such consents, licenses and
approvals shall be in full force and effect, or (ii) stating that no such
consents, licenses or approvals are so required.

      


      (j)      
      The Administrative Agent shall have received
and be reasonably satisfied with copies of all Material Agreements related to
the Grifco Transaction that are in effect on the First Amendment Effective
Date.

      


      (k)       
    The Administrative Agent shall have received such other
documents as the Administrative Agent or special counsel to the Administrative
Agent may reasonably request.

      


      The
Administrative Agent shall notify the Borrower and the Lenders of the First
Amendment Effective Date, and such notice shall be conclusive and
binding.

      


      Without
limiting the generality of the provisions of Article IX of the Credit Agreement,
for purposes of determining compliance with the conditions specified in this
Section 3, each Lender that has signed this First Amendment shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to the Administrative Agent, the Arrangers, the
Issuing Banks or the Lenders unless the Administrative Agent shall have received
notice from such Lender prior to the proposed First Amendment Effective Date
specifying its objection thereto.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      Section
4.           
    Miscellaneous.

      


      4.1         
  Confirmation.  The
provisions of the Loan Documents, as amended by this First Amendment, shall
remain in full force and effect in accordance with their terms following the
effectiveness of this First Amendment.

      


      4.2        
   Ratification and
Affirmation; Representations and Warranties.  Each Borrower
Party hereby (a) ratifies and affirms its obligations under, and acknowledges,
renews and extends its continued liability under, each Loan Document to which it
is a party and agrees that each Loan Document to which it is a party remains in
full force and effect, except as expressly amended hereby, notwithstanding the
amendments contained herein and (b) represents and warrants to the Lenders that
as of the date hereof, after giving effect to the terms of this First
Amendment:  (i) all of the representations and warranties contained in
each Loan Document to which it is a party are true and correct, except to the
extent any such representations and warranties are expressly limited to an
earlier date, in which case, such representations and warranties shall continue
to be true and correct as of such specified earlier date as supplemented or
subject to such qualifications as are set forth in the applicable Schedule(s) as
of the Effective Date (provided, that with
respect to the representations and warranties set forth in Section 3.14, 3.18(a)
and 3.20 that are expressly limited to the Effective Date, such representations
and warranties are true and correct as of the First Amendment Effective Date
without giving effect to such limitation as supplemented or subject to such
qualifications as are set forth in the applicable Schedule(s) as of the First
Amendment Effective Date) and (ii) no Default has occurred and is
continuing.

      


      4.3       
    Credit
Document.  This First Amendment and each agreement, instrument,
certificate or document executed by the Borrower Parties or any of their
respective officers in connection therewith are “Loan Documents” as defined and
described in the Credit Agreement and all of the terms and provisions of the
Loan Documents relating to other Loan Documents shall apply hereto and
thereto.

      


      4.4       
    Counterparts.  This
First Amendment may be executed by one or more of the parties hereto in any
number of separate counterparts, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument.  Delivery
of this First Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.

      


      4.5           NO ORAL
AGREEMENT.  THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES.

      


      4.6      
     GOVERNING
LAW.  THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      [SIGNATURES
BEGIN NEXT PAGE]


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed as of the date first written above.

      


      
        	 
      	
                BORROWER:

              
	 
      	 
      	 
      	 
      
	 
      	
                GENESIS
      CRUDE OIL, L.P.

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                GENESIS
      ENERGY, INC., its general partner

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/ Ross A. Benavides

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Ross
      A. Benavides, Chief Financial Officer

              
	 
      	 
      	 
      	 
      
	 
      	
                PARENT:

              
	 
      	 
      	 
      	 
      
	 
      	
                GENESIS
      ENERGY, L.P.

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                GENESIS
      ENERGY, INC., its general partner

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/ Ross A. Benavides

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Ross
      A. Benavides, Chief Financial
Officer

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      ADMINISTRATIVE AGENT,
ARRANGER AND LENDER:

      


      
        	 
      	
                FORTIS
      CAPITAL CORP.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ David Montgomery

              
	 
      	
                Name:

              	
                David Montgomery

              
	 
      	
                Title:

              	
                Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Illene Folwer

              
	 
      	
                Name:

              	
                Illene Fowler

              
	 
      	
                Title:

              	
                Director

              
	 
      	 
      	 
      
	 
      	
                ARRANGER:

              
	 
      	 
      	 
      
	 
      	
                DEUTSCHE
      BANK SECURITIES INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ David E. Sisler

              
	 
      	
                Name:

              	
                David E. Sisler

              
	 
      	
                Title:

              	
                Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert M. Wood, Jr.

              
	 
      	
                Name:

              	
                Robert M. Wood, Jr.

              
	 
      	
                Title:

              	
                Director

              
	 
      	 
      	 
      
	 
      	
                LENDER:

              
	 
      	 
      	 
      
	 
      	
                DEUTSCHE
      BANK TRUST COMPANY

              
	 
      	
                AMERICAS

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Marcus M. Tarkington

              
	 
      	
                Name:

              	
                Marcus M. Tarkington

              
	 
      	
                Title:

              	
                Director

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Dusan Lazarov

              
	 
      	
                Name:

              	
                Dusan Lazarov

              
	 
      	
                Title:

              	
                Vice
President

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        	 
      	
                BANK
      OF AMERICA, N.A.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Stephen J. Hoffman

              
	 
      	
                Name:

              	
                Stephen J. Hoffman

              
	 
      	
                Title:

              	
                Managing Director

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                WACHOVIA
      BANK, NATIONAL

              
	 
      	
                ASSOCIATION

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Leanne S. Phillips

              
	 
      	
                Name:

              	
                Leanne S. Phillips

              
	 
      	
                Title:

              	
                Director

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                BMO
      CAPITAL MARKETS FINANCING, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ James V. Ducote

              
	 
      	
                Name:

              	
                James V. Ducote

              
	 
      	
                Title:

              	
                Director

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                GUARANTY
      BANK

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ W. David McCarver IV

              
	 
      	
                Name:

              	
                W. David McCarver IV

              
	 
      	
                Title:

              	
                Vice President

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                ROYAL
      BANK OF CANADA

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Jason S. York

              
	 
      	
                Name:

              	
                Jason S. York

              
	 
      	
                Title:

              	
                Authorized Signatory

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                SUNTRUST
      BANK

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Carmen J. Malizia

              
	 
      	
                Name:

              	
                Carmen J. Malizia

              
	 
      	
                Title:

              	
                Vice
President

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        	 
      	
                AMEGY
      BANK NATIONAL ASSOCIATION

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ W. Bryan Chapman

              
	 
      	
                Name:

              	
                W. Bryan Chapman

              
	 
      	
                Title:

              	
                Senior Vice President

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                STERLING
      BANK

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ David W. Phillips

              
	 
      	
                Name:

              	
                David W. Phillips

              
	 
      	
                Title:

              	
                Senior Vice
  President