<PAGE>
================================================================================

                                CREDIT AGREEMENT

================================================================================

                            Dated as of June 1, 2004

                                      among

                            GENESIS CRUDE OIL, L.P.,
                                as the Borrower,

                              GENESIS ENERGY, INC.,
                                  as Guarantor,

                              GENESIS ENERGY, L.P.,
                                  as Guarantor,

                              FLEET NATIONAL BANK,
                           as Administrative Agent and
                                   L/C Issuer,

================================================================================

                                    US BANK,

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                              as Syndication Agent,

                                 GUARANTY BANK,
                             as Documentation Agent,

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                                       and

================================================================================

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                    Sole Lead Arranger and Sole Book Manager



<PAGE>


                           TABLE OF CONTENTS

       Section                                                              Page
       -------                                                              ----

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS....................................1
         1.01     Defined Terms................................................1
         1.02     Other Interpretive Provisions...............................28
         1.03     Accounting Terms............................................29
         1.04     Rounding....................................................29
         1.05     Times of Day................................................30
         1.06     Letter of Credit Amounts....................................30

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS.............................30
         2.01     Loans.......................................................30
         2.02     Borrowings, Conversions and Continuations of Loans..........31
         2.03     Letters of Credit...........................................32
         2.04     Prepayments.................................................41
         2.05     Termination or Reduction of Commitments.....................42
         2.06     Repayment of Loans..........................................43
         2.07     Interest....................................................43
         2.08     Fees........................................................44
         2.09     Computation of Interest and Fees............................44
         2.10     Evidence of Debt............................................45
         2.11     Payments Generally; Administrative Agent's Clawback.........45
         2.12     Sharing of Payments by Lenders..............................47
         2.13     Borrowing Base Reporting....................................48

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY...........................48
         3.01     Taxes.......................................................48
         3.02     Illegality..................................................50
         3.03     Inability to Determine Rates................................50
         3.04     Increased Costs; Capital Adequacy; Reserves
                  on Eurodollar Rate Loans....................................51
         3.05     Compensation for Losses.....................................52
         3.06     Mitigation Obligations; Replacement of Lenders..............53
         3.07     Survival....................................................53

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.........................53
         4.01     Conditions of Initial Credit Extension......................53
         4.02     Conditions to all Credit Extensions.........................56

ARTICLE V. REPRESENTATIONS AND WARRANTIES.....................................57
         5.01     No Default..................................................57
         5.02     Organization and Good Standing..............................57
         5.03     Authorization...............................................57
         5.04     No Conflicts or Consents....................................58
         5.05     Enforceable Obligations.....................................58
         5.06     Initial Financial Statements................................58
         5.07     Other Obligations and Restrictions..........................58
<PAGE>

         5.08     Full Disclosure.............................................58
         5.09     Litigation..................................................59
         5.10     Labor Disputes and Acts of God..............................59
         5.11     Pension Plans and Liabilities...............................59
         5.12     Compliance with Laws........................................59
         5.13     Environmental Laws..........................................60
         5.14     Names and Places of Business................................62
         5.15     Borrower's Subsidiaries.....................................62
         5.16     Title to Properties; Licenses...............................62
         5.17     Government Regulation.......................................62
         5.18     Insider.....................................................63
         5.19     Solvency....................................................63
         5.20     Credit Arrangements.........................................63
         5.21     Real Property...............................................63
         5.22     Insurance...................................................63

ARTICLE VI. AFFIRMATIVE COVENANTS.............................................64
         6.01     Payment and Performance.....................................64
         6.02     Books, Financial Statements and Reports.....................64
         6.03     Other Information and Inspections...........................67
         6.04     Notice of Material Events and Change of Address.............67
         6.05     Maintenance of Properties...................................68
         6.06     Preservation of Existence, Etc..............................68
         6.07     Payment of Trade Liabilities, Taxes, Etc....................68
         6.08     Insurance...................................................68
         6.09     Performance on Borrower's Behalf............................69
         6.10     Interest....................................................69
         6.11     Compliance with Agreements and Law..........................69
         6.12     Environmental Matters; Environmental Reviews................69
         6.13     Evidence of Compliance......................................70
         6.14     Agreement to Deliver Security Documents.....................70
         6.15     Perfection and Protection of Security Interests and Liens...70
         6.16     Bank Accounts; Offset.......................................70
         6.17     Guarantees of Subsidiaries..................................71
         6.18     Compliance with Agreements..................................71
         6.19     Rents.......................................................71
         6.20     Operating Practices.........................................72
         6.21     Collateral Account..........................................72
         6.22     Use of Proceeds.............................................72

ARTICLE VII. NEGATIVE COVENANTS...............................................73
         7.01     Indebtedness................................................73
         7.02     Limitation on Liens.........................................73
         7.03     Swap Contracts..............................................75
         7.04     Limitation on Mergers, Issuances of Securities..............75
         7.05     Limitation on Sales of Property.............................76
         7.06     Limitation on Dividends and Redemptions.....................77
         7.07     Limitation on Investments and New Businesses................78
<PAGE>

         7.08     Limitation on Credit Extensions.............................78
         7.09     Transactions with Affiliates................................78
         7.10     Prohibited Contracts........................................78
         7.11     Current Ratio...............................................79
         7.12     Leverage Ratio..............................................79
         7.13     Cash Flow Coverage Ratio....................................79
         7.14     Funded Indebtedness to Capitalization Ratio.................79
         7.15     Minimum EBITDA..............................................79
         7.16     Open Position; Certain Permitted Financial Instruments;
                  NYMEX Transactions..........................................79
         7.17     Redelivery of Borrowing Base Report.........................81
         7.18     Deposit Accounts............................................81

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES..................................81
         8.01     Events of Default...........................................81
         8.02     Remedies Upon Event of Default..............................84
         8.03     Application of Funds........................................84
ARTICLE IX. ADMINISTRATIVE AGENT..............................................85
         9.01     Appointment and Authority...................................85
         9.02     Rights as a Lender..........................................86
         9.03     Exculpatory Provisions......................................86
         9.04     Reliance by Administrative Agent............................87
         9.05     Delegation of Duties........................................87
         9.06     Resignation of Administrative Agent.........................87
         9.07     Non-Reliance on Administrative Agent and Other Lenders......88
         9.08     No Other Duties, Etc........................................88
         9.09     Administrative Agent May File Proofs of Claim...............88
         9.10     Collateral and Guaranty Matters.............................89

ARTICLE X. MISCELLANEOUS......................................................89
         10.01    Amendments, Etc.............................................89
         10.02    Notices; Effectiveness; Electronic Communication............91
         10.03    No Waiver; Cumulative Remedies..............................92
         10.04    Expenses; Indemnity; Damage Waiver..........................93
         10.05    Payments Set Aside..........................................94
         10.06    Successors and Assigns......................................95
         10.07    Treatment of Certain Information; Confidentiality...........98
         10.08    Right of Setoff.............................................99
         10.09    Interest Rate Limitation....................................99
         10.10    Counterparts; Integration; Effectiveness....................99
         10.11    Survival of Representations and Warranties.................100
         10.12    Severability...............................................100
         10.13    Replacement of Lenders.....................................100
         10.14    Governing Law; Jurisdiction; Etc...........................101
         10.15    Waiver of Jury Trial.......................................102
         10.16    USA PATRIOT Act Notice.....................................103
         10.17    Time of the Essence........................................103
<PAGE>

         10.18    ENTIRE AGREEMENT...........................................103
         10.19    Special Provisions.........................................103

SIGNATURES...................................................................S-1

SCHEDULES

         2.01     Commitments and Pro Rata Shares
         2.13     Borrowing Base Procedures
         3        Security Schedule
         5.04     Conflicts or Consents
         5.05     Enforceable Obligations
         5.06     Material Adverse Changes since the Quarterly Initial
                  Financial Statements
         5.07     Other Obligations and Restrictions
         5.08     Known Undisclosed Facts
         5.10     Labor Disputes and Acts of God
         5.11     ERISA Plans
         5.12     Compliance with Laws
         5.13     Environmental Laws
         5.14     Names and Places of Business
         5.15     Subsidiaries
         5.20     Credit Arrangements
         5.21     Real Property
         6.08     Insurance Summary - Property and Casualty
         7.02     Liens
         7.07     Investments
         7.10     Prohibited Contracts
         7.16     Certain Permitted Financial Instruments
         10.02    Administrative Agent's Office; Certain Addresses for Notices


EXHIBITS

         Form of

         A        Loan Notice
         B-1      Acquisition Facility Note
         B-2      Working Capital Note
         C        Irrevocable Standby Letter of Credit
         D        Compliance Certificate
         E        Assignment and Assumption
         F        Guaranty
         G        Borrowing Base Report
         H        Opinion Matters
         I        Environmental Compliance Certificate
         J        Solvency Certificate
         K        Lender Addendum


<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of June 1, 2004,
among GENESIS CRUDE OIL, L.P. ("Borrower"), a Delaware limited partnership,
GENESIS ENERGY, INC. ("General Partner"), a Delaware corporation, GENESIS
ENERGY, L.P. ("Genesis Energy, L.P."), a Delaware limited partnership, FLEET
NATIONAL BANK, as administrative agent and letter of credit issuer (in such
capacities, "Administrative Agent" and "L/C Issuer", respectively), US BANK, as
syndication agent, GUARANTY BANK, as documentation agent, each lender from time
to time party hereto (collectively, the "Lenders" and individually, a "Lender"),
and BANC OF AMERICA SECURITIES LLC, as exclusive arranger (in such capacity,
"Arranger").

         The Borrower has requested that the Lenders provide revolving credit
facilities, and the Lenders are willing to do so on the terms and conditions set
forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

1.01     Defined Terms.  As used in this Agreement, the following terms shall
have the meanings set forth below:

         "Acceptable Issuer" means any national or state bank or trust company
which is organized under the laws of the United States of America or any state
thereof or any branch licensed to operate under the laws of the United States of
America or any state thereof, which is a branch of a bank organized under any
country which is a member of the Organization for Economic Cooperation and
Development, in each case which has capital, surplus and undivided profits of at
least $500,000,000 and whose commercial paper is rated at least P-1 by Moody's
or A-1 by S&P.

         "Account" shall have the meaning given that term in the New York
Uniform Commercial Code, as in effect.

         "Account Debtor" means any Person who is or who may become obligated
under, with respect to, or on account of, an Account. For purposes of the
determination of Eligible Accounts, Account Debtors that are Affiliates of each
other shall be treated as a single Account Debtor unless otherwise consented to
by Administrative Agent.

         "Acquisition Facility Borrowing" means a borrowing or continuation or
conversion of loans consisting of simultaneous Acquisition Facility Loans of the
same Type and, in the case of Eurodollar Rate Loans, having the same Interest
Period made by the Lenders pursuant to Section 2.01(b).

         "Acquisition Facility Commitment" means, as to each Lender, its
obligation to make Acquisition Facility Loans to the Borrower pursuant to
Section 2.01(b) in an aggregate principal amount at any one time outstanding not
to exceed the amount set forth as its "Acquisition

<PAGE>

Facility  Commitment"  opposite such Lender's name on Section  2.01(b) or in the
Assignment and Assumption  pursuant to which such Lender becomes a party hereto,
as  applicable,  as such amount may be adjusted  from time to time in accordance
with this Agreement.

         "Acquisition Facility Lenders" means any Lender who maintains an
Acquisition Facility Commitment or has outstanding Acquisition Facility Loans.

         "Acquisition Facility Loans" shall have the meaning set forth in
Section 2.01(b).

         "Acquisition Facility Note" means a promissory note made by Borrower in
favor of a Lender evidencing Acquisition Facility Loans made by such Lender,
substantially in the form of Exhibit B-1.

         "Acquisition Facility Percentage" means, with respect to any Lender at
any time, the percentage (carried out to the ninth decimal place) of the
Aggregate Acquisition Facility Commitments represented by such Lender's
Acquisition Facility Commitment at such time. If the commitment of each Lender
to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate
Acquisition Facility Commitments have expired, then the Acquisition Facility
Percentage of each Lender shall be determined based on the Acquisition Facility
Percentage of such Lender most recently in effect, giving effect to any
subsequent assignments. The initial Acquisition Facility Percentage of each
Lender is set forth as its "Acquisition Facility Percentage" opposite the name
of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.

         "Addendum" means an instrument, substantially in the form of Exhibit K,
by which a Lender becomes a party to this Agreement as of the Closing Date.

         "Administrative Agent" means Fleet National Bank in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 10.02, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

         "Aggregate Acquisition Facility Commitments" means the Acquisition
Facility Commitments of all the Lenders, in an amount not to exceed $50,000,000.

         "Aggregate Commitments" means, subject to Section 2.05, the Commitments
of all the Lenders in an amount not to exceed $100,000,000.
<PAGE>

         "Aggregate Working Capital Commitments" means the Working Capital
Commitments of all the Lenders, in an amount not to exceed $50,000,000.

         "Agreement" means this Credit Agreement.

         "Applicable Percentage" means with respect to any Lender at any time,
the percentage (carried out to the ninth decimal place) of the Aggregate
Commitments represented by such Lender's Commitments at such time. If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if
the Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on Outstanding Amount of Loans and L/C
Obligations (with the aggregate amount of each Lender's risk participation and
funded participation in L/C Obligations being deemed "held" by such Lender for
purposes of this definition).

         "Applicable Rate" means, (i) with respect to Working Capital
Commitments, Working Capital Loans and Letters of Credit, from time to time on
any day, the following percentages per annum, based upon ratio of the
Outstanding Working Capital Amount at the close of business on such day to the
Borrowing Base in effect on such day:


 Ratio of Outstanding       Working       Working Capital
Working Capital Amount      Capital        Eurodollar Rate    Working Capital
   to Borrowing Base     Commitment Fee  -----------------       Base Rate
                                         Letters of Credit
---------------------    --------------  -----------------    ---------------
 Less than .50 to 1.0        0.375%            1.75%               0.25%

 Greater than or equal
  .5 to 1.0 but less         0.50%             2.25%               0.75%
    than .75 to 1.0

 Greater than or equal       0.50%             2.75%               1.25%
     to .75 to 1.0


and (ii) with respect to Acquisition Facility Commitments and Acquisition
Facility Loans, means a per annum rate equal to:

(a) with respect to Base Rate Loans, 1.50%;

(b) with respect to Eurodollar Rate Loans 3.00%; and

(c) with respect to the commitment fee, 0.50%.

         "Approved Eligible Receivables" means each Eligible Receivable (other
than Eligible Exchange Balances) (a) from a Person whose Debt Rating is either
at least Baa3 by Moody's or at least BBB- by S&P; (b) fully and unconditionally
Guaranteed as to payment by a Person whose Debt Rating is either at least Baa3
by Moody's or at least BBB- by S&P; (c) from any other Person Currently Approved
by Required Lenders; or (d) fully covered by a letter of credit from an
Acceptable Issuer.
<PAGE>

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         "Arranger" means Banc of America Securities LLC, in its capacity as
sole lead arranger and sole book manager.

         "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06(b), and accepted by the Administrative
Agent, in substantially the form of Exhibit E or any other form approved by the
Administrative Agent.

         "Availability Period" means the period from and including the Closing
Date to the earliest of (a) the Maturity Date, (b) the date of termination of
all Commitments pursuant to Section 2.05, and (c) the date of termination of the
commitment of each Lender to make Loans and of the obligation of the L/C Issuer
to make L/C Credit Extensions pursuant to Section 8.02.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Fleet National
Bank as its "prime rate." The "prime rate" is a rate set by Fleet National Bank
based upon various factors including Fleet National Bank's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Fleet National Bank
shall take effect at the opening of business on the day specified in the public
announcement of such change.

       "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

       "Borrower" shall have the meaning set forth in the introductory paragraph
hereto.

       "Borrowing" means a Working Capital Borrowing or an Acquisition
Facility Borrowing.

       "Borrowing Base" means the lesser of (i) the Working Capital Commitment
or (ii) the remainder of (a) minus (b) below as of the date of
determination (without duplication):

(a)    the sum of the following as of the date of determination:

     (i)    100% of Eligible Cash Equivalents; plus

     (ii)   90% of Approved Eligible Receivables; plus

     (iii)  the lesser of (A) 85% of Other Eligible Receivables or (B)one-third
            of the sum of the amounts of clauses (a)(i) plus (a)(ii) ; plus

     (iv)   85% of Eligible Margin Deposits; plus

     (v)    95% of Hedged Eligible Inventory plus 100% of Other Eligible
            Inventory Value; plus
<PAGE>

     (vi)   80% of Eligible Exchange Balances; plus

     (vii)  100% of all Paid but Unexpired Letters of Credit

MINUS (b) the following as of the date of determination:

     (i)    100% of First Purchase Crude Payables; plus

     (ii)   100% of Other Priority Claims; plus

     (iii)  The Estimate Adjustment Amount as provided in Schedule 2.13.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

         "Capital Expenditures" means, for any Person for any period, the sum
of, without duplication, (a) all expenditures made, directly or indirectly, by
such Person or any of its Subsidiaries during such period for equipment, fixed
assets, real property or improvements, or for replacements or substitutions
therefor or additions thereto, that have been or should be, in accordance with
GAAP, reflected as additions to property, plant or equipment on a Consolidated
balance sheet of such Person or have a useful life of more than one year plus
(b) the aggregate principal amount of all Indebtedness (including obligations
under Capitalized Leases) assumed or incurred in connection with any such
expenditures. For purposes of this definition, the purchase price of equipment
that is purchased simultaneously with the trade-in of existing equipment or with
insurance proceeds shall be included in Capital Expenditures only to the extent
of the gross amount of such purchase price less the credit granted by the seller
of such equipment for the equipment being traded in at such time or the amount
of such proceeds, as the case may be.

         "Capital Lease" means a lease with respect to which the lessee is
required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

         "Capital Lease Obligation" means, with respect to any Person and a
Capital Lease, the amount of the obligation of such Person as the lessee under
such Capital Lease which would, in accordance with GAAP, appear as a liability
on a balance sheet of such Person.

         "Cash Collateralize" shall have the meaning set forth in Section
2.03(g).

         "Cash Equivalents" means Investments in:

(a)      marketable obligations, maturing within 12 months after acquisition
         thereof, issued or unconditionally Guaranteed by the United States of
         America or an instrumentality or agency thereof and entitled to the
         full faith and credit of the United States of America;
<PAGE>

(b)      demand deposits and time deposits (including certificates of deposit)
         maturing within 12 months from the date of deposit thereof, (i) with
         any office of any Lender or (ii) with a domestic office of any national
         or state bank or trust company which is organized under the Laws of the
         United States of America or any state therein, which has capital,
         surplus and undivided profits of at least $500,000,000, and whose
         long-term certificates of deposit are rated at least Aa3 by Moody's or
         AA- by S&P;

(c)      repurchase obligations with a term of not more than seven days for
         underlying securities of the types described in subsection (a) above
         entered into with (i) any Lender or (ii) any other commercial bank
         meeting the specifications of subsection (b) above;

(d)      open market commercial paper, maturing within 270 days after
         acquisition thereof, which are rated at least P-1 by Moody's or A-1 by
         S&P; and

(e)      money market or other mutual funds substantially all of whose assets
         comprise securities of the types described in subsections (a) through
         (d) above.

         "Change in Law" means the occurrence, after the date of this Agreement,
of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

         "Change of Control" means the occurrence of any of the following
events: (i) any Person or group of Persons acting in concert as a partnership or
other group (a "Group of Persons"), other than General Partner shall be the
legal or beneficial owner (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of 25% or more of the combined voting power of
the then total partnership interests (including all securities which are
convertible into partnership interests) of Genesis Energy, L.P., or (ii) Genesis
Energy, L.P. shall cease to be the sole legal and beneficial owner (as defined
above) of at least ninety percent (90%) of the limited partnership interests of
Borrower (including all securities which are convertible into limited partner
interests), (iii) or the General Partner shall cease to be the sole general
partner of Genesis Energy, L.P. or (iv) Denbury Resources Inc. shall own, in the
aggregate based on its direct ownership and its indirect ownership through
wholly-owned Subsidiaries, less than 100% of the voting power and Equity
Interests in the General Partner.

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

         "Code" means the Internal Revenue Code of 1986.

         "Collateral" means all property of any kind which is subject to a Lien
in favor of Lenders (or in favor of Administrative Agent for the benefit of
Lenders) or which, under the terms of any Security Document, is purported to be
subject to such a Lien, in each case granted or created to secure all or part of
the Obligations.

         "Collateral Account" shall have the meaning set forth in Section 6.21.
<PAGE>

         "Commitment" means, as to each Lender and as applicable, its
Acquisition Facility Commitment and/or its Working Capital Commitment.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit D.

         "Consolidated" refers to the consolidation of any Person, in accordance
with GAAP, with its properly consolidated subsidiaries. References herein to a
Person's Consolidated financial statements, financial position, financial
condition, liabilities, etc. refer to the consolidated financial statements,
financial position, financial condition, liabilities, etc. of such Person and
its properly consolidated subsidiaries.

         "Consolidated EBITDA" means, for any period, the sum of (1) the
Consolidated Net Income of Genesis Energy, L.P. and its Consolidated
Subsidiaries during such period, plus (2) all Interest Expense which was
deducted in determining such Consolidated Net Income for such period, plus (3)
all income taxes (including any franchise taxes to the extent based upon net
income) which were deducted in determining such Consolidated Net Income, plus
(4) all depreciation, amortization (including amortization of good will and debt
issue costs) and other non-cash charges (including any provision for the
reduction in the carrying value of assets recorded in accordance with GAAP)
which were deducted in determining such Consolidated Net Income, minus (5) all
non-cash items of income which were included in determining such Consolidated
Net Income.

         "Consolidated Funded Indebtedness" means as of any date, the sum of the
following (without duplication): (i) all Indebtedness which is classified as
"long-term indebtedness" on a Consolidated balance sheet of Genesis Energy, L.P.
and its Consolidated Subsidiaries prepared as of such date in accordance with
GAAP and any current maturities and other principal amount in respect of such
Indebtedness due within one year but which was classified as "long-term
indebtedness" at the creation thereof, (ii) indebtedness for borrowed money of
Genesis Energy, L.P. and its Consolidated Subsidiaries outstanding under a
revolving credit or similar agreement providing for borrowings (and renewals and
extensions thereof) over a period of more than one year, notwithstanding the
fact that any such borrowing is made within one year of the expiration of such
agreement, and (iii) Indebtedness in respect of Capital Leases of Genesis
Energy, L.P. and its Consolidated Subsidiaries.

         "Consolidated Net Income" means, for any period, Genesis Energy, L.P.'s
and its Consolidated Subsidiaries' gross revenues for such period, including any
cash dividends or distributions actually received from any other Person during
such period, minus Genesis Energy, L.P.'s and its Subsidiaries' expenses and
other proper charges against income (including taxes on income to the extent
imposed), determined on a Consolidated basis after eliminating earnings or
losses attributable to outstanding minority interests (other than the minority
interest in Borrower held by the General Partner) and excluding (i) the net
earnings of any Person other than a Subsidiary in which Genesis Energy, L.P. or
any of its Subsidiaries has an ownership interest and (ii) any income or
deduction arising from stock appreciation rights that are granted but not
vested. Consolidated Net Income shall not include (i) any gain or loss from the
sale of assets, (ii) any extraordinary gains or losses or (it being understood
that the following shall be considered "extraordinary losses" for purposes of
this clause (ii): (A) up to $3,000,000 of any penalty or other payments assessed
by any Governmental Authority in connection with the

<PAGE>

Pipeline Release during the first or second Fiscal Quarter of 2003 and (B) up to
$1,300,000  of any Texas  System/Houma  Expenses  (as  defined  in that  certain
Consent  relating to the  Existing  Credit  Agreement  dated  February  12, 2004
between  Borrower,   Genesis  Energy,   Inc.,  Genesis  Energy,  L.P.,  and  the
administrative  agent and lenders signatory thereto) or (iii) any non-cash gains
or  losses   resulting  from  mark  to  market  activity  as  a  result  of  the
implementation of SFAS 133.

         "Consolidated Net Worth" means the remainder of all Consolidated
assets, as determined in accordance with GAAP, of Genesis Energy, L.P. and its
Subsidiaries minus the sum of (a) Genesis Energy, L.P.'s Consolidated
liabilities, as determined in accordance with GAAP, and (b) all outstanding
Minority Interests (other than the minority interest in Borrower held by the
General Partner). The effect of any increase or decrease in net worth in any
period as a result of items of income or loss not reflected in the determination
of net income but reflected in the determination of comprehensive income (to the
extent provided under GAAP as in effect on the date hereof) shall be excluded in
determining Consolidated Net Worth. "Minority Interests" means the book value of
any Equity Interests in any of Genesis Energy, L.P.'s Subsidiaries which Equity
Interests are owned by a Person other than Genesis Energy, L.P. or a Wholly
Owned Subsidiary of Genesis Energy, L.P.

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

         "Credit Extension" means each of the following: (a) a Borrowing and (b)
an L/C Credit Extension.

         "Current Trading Month" shall have the meaning set forth in Section
7.16.

         "Currently Approved by Required Lenders" means such Person (including a
limit on the maximum credit exposure to any such Person), storage location,
pipeline, form of Letter of Credit or other matter as the case may be, as
reflected in the most recent written notice given by Administrative Agent to
Borrower as being approved by Required Lenders. Each such written notice will
supersede and revoke each prior notice.

         "Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings") of a
Person's non-credit-enhanced, senior unsecured long-term debt; provided that if
a Debt Rating is issued by each of the foregoing rating agencies, then the less
favorable of such Debt Ratings shall apply, unless there is a split in Debt
Ratings of more than one level, in which case the level that is one level better
than the less favorable of such Debt Ratings shall apply.

         "Debtor Relief Laws" means the Bankruptcy Code of the United States,
and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium,

<PAGE>

rearrangement,  receivership,  insolvency,  reorganization,  or  similar  debtor
relief Laws of the United States or other applicable  jurisdictions from time to
time in effect and affecting the rights of creditors generally.

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

         "Default Rate" means (a) when used with respect to Obligations other
than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2%
per annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b)
when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 2% per annum.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Loans or participations in L/C Obligations required to be funded
by it hereunder within three Business Day of the date required to be funded by
it hereunder, (b) has otherwise failed to pay over to the Administrative Agent
or any other Lender any other amount required to be paid by it hereunder within
one Business Day of the date when due, unless the subject of a good faith
dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy
or insolvency proceeding.

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

         "Dollar" and "$" mean lawful money of the United States.

         "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent and the L/C Issuer, and (ii) unless an
Event of Default has occurred and is continuing, the Borrower (each such
approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, "Eligible Assignee" shall not include the
Borrower or any of the Borrower's Affiliates or Subsidiaries.

         "Eligible Cash Equivalents" means Cash Equivalents in which Borrower
has lawful and absolute title, which are free from any express or implied at law
Lien, trust or other beneficial interest, in which Administrative Agent holds a
fully perfected first-priority security interest prior to the rights of, and
enforceable as such against, any other Persons pursuant to an account agreement
satisfactory to Administrative Agent and which remain under the sole dominion
and control of Administrative Agent.

         "Eligible Exchange Balances" means each Approved Eligible Receivable
(including for this purpose only either the right to receive Petroleum Inventory
in kind or to receive money) arising from the trading, lending, borrowing or
exchange of Petroleum Inventory, net of any netted obligations or other offsets
or counterclaims determined in accordance with prices set

<PAGE>

forth in the applicable exchange contracts, based on current value at the Market
Price, in which Borrower has lawful and absolute title,  which is not subject to
any Lien in favor of any Person  (other than  Permitted  Inventory  Liens),  and
which is subject to a fully perfected  first-priority security interest (subject
only to Permitted Inventory Liens) in favor of Administrative  Agent pursuant to
the Loan Documents prior to the rights of, and enforceable as such against,  any
other Persons minus without  duplication  the amount of any Permitted  Inventory
Lien on any Petroleum Inventory receivable in kind.

         "Eligible Inventory" means inventories of Petroleum Inventory in which
Borrower has lawful and absolute title (specifically excluding, however, tank
bottoms), which are not subject to any Lien in favor of any Person (other than
Permitted Inventory Liens), which are subject to a fully perfected first
priority security interest (subject only to Permitted Inventory Liens) in favor
of Administrative Agent pursuant to the Loan Documents prior to the rights of,
and enforceable as such against, any other Person, which are otherwise
satisfactory to Required Lenders in their reasonable business judgment and which
are located in storage locations (including pipelines) which are either (a)
owned by a Loan Party or (b) Currently Approved by Required Lenders minus
without duplication the amount of any Permitted Inventory Lien on any such
inventory. Eligible Inventory shall specifically exclude inventory to be
delivered in the current or next succeeding trading month.

         "Eligible Margin Deposit" means net equity value of investments by
Borrower in margin deposit accounts with commodities brokers on nationally
recognized exchanges subject to a perfected security interest in favor of
Administrative Agent and a three-party agreement among Borrower, Administrative
Agent and the depository institution, in form and substance satisfactory to
Administrative Agent.

         "Eligible Receivables" means, at the time of any determination thereof
(and without duplication), each Account and, with respect to each determination
made on or after the 20th day of each calendar month and prior to the first day
of the next calendar month, each amount which will be, in the good faith
estimate reasonably determined by Borrower, an Account of the Borrower with
respect to sales and deliveries of Petroleum Inventory during such calendar
month or sales and deliveries of Petroleum Inventory during the next calendar
month under firm written purchase and sale agreements, in either event as to
which the following requirements have been fulfilled (or as to future Accounts,
will be fulfilled as of the date of such sales and deliveries of Petroleum
Inventory), to the reasonable satisfaction of Administrative Agent:

(i)      Borrower has lawful and absolute title to such Account;

(ii)     such Account is a valid, legally enforceable obligation of an Account
         Debtor payable in Dollars, arising from the sale and delivery of
         Petroleum Inventory to such Person in the United States of America in
         the ordinary course of business of Borrower, to the extent of the
         volumes of Petroleum Inventory delivered to such Person prior to the
         date of determination;

(iii)    there has been excluded from such Account (A) any portion that is
         subject to any dispute, rejection, loss, non-conformance, counterclaim
         or other claim or defense on the part of any Account Debtor or to any
         claim on the part of any Account Debtor

<PAGE>

         denying liability under such Account, and (B) the amount of any
         account payable or other liability owed by Borrower to the Account
         Debtor on such Account, whether or not a specific netting agreement may
         exist, excluding, however, any portion of any such account payable or
         other liability which is at the time in question covered by a Letter of
         Credit;

(iv)     Borrower has the full and unqualified right to assign and grant a
         security interest in such Account to Administrative Agent as security
         for the Obligation;

(v)      such Account (A) is evidenced by an invoice rendered to the Account
         Debtor, or (B) represents the uninvoiced amount in respect of volumes
         of Petroleum Inventory scheduled to be delivered by Borrower in the
         current or next-following calendar month, is governed by a purchase and
         sale agreement, exchange agreement or other written agreement, and in
         either event such Account is not evidenced by any promissory note or
         other instrument;

(vi)     such Account is not subject to any Lien in favor of any Person and is
         subject to a fully perfected first priority security interest in favor
         of Administrative Agent pursuant to the Loan Documents, prior to the
         rights of, and enforceable as such against, any other Person except for
         a Lien in respect of First Purchase Crude Payables;

(vii)    such Account is due not more than 30 days following the last day of the
         calendar month in which the Petroleum Inventory delivery occurred and
         is not more than 30 days past due (except that Accounts of a single
         Account Debtor in excess of $250,000 which are not Approved Eligible
         Receivables shall be excluded from Eligible Receivables if not paid on
         or before the third Business Day after the due date);

(viii)   such Account is not payable by an Account Debtor with more than ten
         percent (10%) of its Accounts to Borrower that are outstanding more
         than 30 days from the invoice date;

(ix)     the Account Debtor in respect of such Account (A) is located, is
         conducting significant business or has significant assets in the United
         States of America or is a Person Currently Approved by Required
         Lenders, (B) is not an Affiliate of Borrower, and (C) is not the
         subject of any event of the type described in Section 8.1(i);

(x)      the Account Debtor in respect of such Account is not a governmental
         authority, domestic or foreign;

(xi)     such Account is not the obligation of an Account Debtor that
         Administrative Agent or Required Lenders determine in good faith that
         there is a legitimate concern over the timing or collection of such
         receivable; and

(xii)    there is excluded, in the determination of Eligible Receivables, the
         portion of aggregate Accounts with respect to any Account Debtor that
         exceed the percentage designated by Administrative Agent from time to
         time of the total Eligible Receivables Accounts.
<PAGE>

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

         "Equity Interests" means, with respect to any Person, all of the shares
of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from
such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests are
outstanding on any date of determination.

         "Equity/Senior Debt Proceeds" means cash proceeds received by any Loan
Party in respect of (a) Indebtedness for borrowed money other than (i) the
Obligations, (ii) Subordinated Indebtedness, (iii) Indebtedness to another Loan
Party, (iv) Lender Hedging Obligations or (v) Indebtedness described in Section
7.01(e) or (f) or (b) any contribution to its equity capital whether or not
occurring in connection with the issuance or sale of Equity Interests by such
Loan Party other than equity capital received from another Loan Party, in each
case net of underwriters' or purchasers' discounts and commissions, legal,
accountancy, registration, or printing fees and expenses and other fees and
expenses incurred in connection therewith to be paid or reimbursed by the issuer
and net of any taxes, if any, paid or payable as a result thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal

<PAGE>

under  Section  4062(e) of ERISA;  (c) a complete or partial  withdrawal  by the
Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to
terminate,  the treatment of a Plan  amendment as a termination  under  Sections
4041 or  4041A of  ERISA,  or the  commencement  of  proceedings  by the PBGC to
terminate a Pension Plan or Multiemployer  Plan; (e) an event or condition which
constitutes  grounds under Section 4042 of ERISA for the  termination of, or the
appointment of a trustee to administer,  any Pension Plan or Multiemployer Plan;
or (f) the imposition of any liability  under Title IV of ERISA,  other than for
PBGC  premiums due but not  delinquent  under  Section  4007 of ERISA,  upon the
Borrower or any ERISA Affiliate.

         "Eurodollar Rate" means for any Interest Period with respect to a
Eurodollar Rate Loan:

(a)      the rate per annum equal to the rate determined by the Administrative
         Agent to be the offered rate that appears on the page of the Telerate
         screen (or any successor thereto) that displays an average British
         Bankers Association Interest Settlement Rate for deposits in Dollars
         (for delivery on the first day of such Interest Period) with a term
         equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or

(b)      if the rate referenced in the preceding clause (a) does not appear on
         such page or service or such page or service shall not be available,
         the rate per annum equal to the rate determined by the Administrative
         Agent to be the offered rate on such other page or other service that
         displays an average British Bankers Association Interest Settlement
         Rate for deposits in Dollars (for delivery on the first day of such
         Interest Period) with a term equivalent to such Interest Period,
         determined as of approximately 11:00 a.m. (London time) two Business
         Days prior to the first day of such Interest Period, or

(c)      if the rates referenced in the preceding clauses (a) and (b) are not
         available, the rate per annum determined by the Administrative Agent as
         the rate of interest at which deposits in Dollars for delivery on the
         first day of such Interest Period in same day funds in the approximate
         amount of the Eurodollar Rate Loan being made, continued or converted
         by Fleet National Bank and with a term equivalent to such Interest
         Period would be offered by Fleet National Bank's London Branch to major
         banks in the London interbank eurodollar market at their request at
         approximately 4:00 p.m. (London time) two Business Days prior to the
         first day of such Interest Period.

         "Eurodollar Rate Loan" means a Loan that bears interest at a rate based
on the Eurodollar Rate.

         "Event of Default" shall have the meaning set forth in Section 8.01.

         "Excess Sale Proceeds" shall have the meaning set forth in Section
7.05(d).

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction

<PAGE>

(or any political subdivision thereof) under the laws of which such recipient is
organized  or in which its  principal  office is located  or, in the case of any
Lender,  in which its  applicable  Lending  Office is  located,  (b) any  branch
profits  taxes  imposed by the United  States or any  similar tax imposed by any
other  jurisdiction  in which the  Borrower  is located and (c) in the case of a
Foreign  Lender  (other than an assignee  pursuant to a request by the  Borrower
under Section 10.13),  any withholding tax that is imposed on amounts payable to
such Foreign  Lender at the time such Foreign  Lender becomes a party hereto (or
designates a new Lending  Office) or is  attributable  to such Foreign  Lender's
failure or inability  (other than as a result of a Change in Law) to comply with
Section 3.01(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled,  at the time of  designation  of a new Lending  Office (or
assignment),  to receive  additional  amounts from the Borrower  with respect to
such withholding tax pursuant to Section 3.01(a).

         "Existing Credit Agreement" means that certain Credit Agreement dated
as of March 14, 2003 by and between Genesis Crude Oil, L.P., as Borrower and
Fleet National Bank, as Administrative Agent, and certain financial
institutions, as Lenders.

         "Exiting Lenders" shall have the meaning set forth in Section
4.01(a)(xvii).

         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Fleet
National Bank on such day on such transactions as determined by the
Administrative Agent.

         "Fee Letter" means the letter agreement, dated April 21, 2004, among
the Borrower, the Administrative Agent and the Arranger.

         "First Purchase Crude Payables" means the unpaid amount of any payable
obligation related to the purchase of Petroleum Inventory by Borrower which
Administrative Agent determines will be secured by a statutory Lien, including
but not limited to the statutory Liens, if any, created under the Laws of Texas,
New Mexico, Wyoming, Kansas, Oklahoma or any other state to the extent such
payable obligation is not at the time in question covered by a Letter of Credit.

         "Fiscal Quarter" means a three-month period ending on March 31, June
30, September 30 or December 31 of any year.

         "Fiscal Year" means a twelve-month period ending on December 31 of any
year.

         "Floating Price Contract" shall have the meaning set forth in Section
7.16.
<PAGE>

         "Foreign Lender" means any Lender that is organized under the Laws of a
jurisdiction other than that in which the Borrower is resident for tax purposes.
For purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

         "Fund" means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

         "General Obligation L/C Sublimit" means an amount equal to $3,000,000.
The General Obligation L/C Sublimit is part of, and not in addition to, the
Aggregate Working Capital Commitments.

         "General Partner" means Genesis Energy, Inc., a Delaware corporation.

         "Genesis Energy, L.P." means Genesis Energy, L.P., a Delaware limited
partnership.

         "Governmental Authority" means the government of the United States or
any other nation, or of any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or
the European Central Bank).

         "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether

<PAGE>

or not such  Indebtedness or other  obligation is assumed by such Person (or any
right, contingent or otherwise, of any holder of such Indebtedness to obtain any
such Lien). The amount of any Guarantee shall be deemed to be an amount equal to
the stated or determinable amount of the related primary obligation,  or portion
thereof,  in  respect  of which  such  Guarantee  is made or,  if not  stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the  guaranteeing  Person in good faith. The term "Guarantee" as a
verb has a corresponding meaning.

         "Guarantors" means Genesis Energy, Inc., Genesis Energy, L.P., Genesis
Pipeline USA, L.P., and Genesis Pipeline Texas, L.P., any Subsidiary of Genesis
Energy, L.P. which now or hereafter executes and delivers a guaranty to
Administrative Agent pursuant to Section 6.17, and any other Person who has
guaranteed some or all of the Obligations and who has been accepted by
Administrative Agent as a Guarantor.

         "Guaranty" means collectively, the Guarantees made by the Guarantors in
favor of the Administrative Agent and the Lenders, substantially in the form of
Exhibit F.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

         "Hedged Eligible Inventory" means Eligible Inventory with respect to
which the price risk has been:

(a)               hedged for delivery within the next 190 days by either

(i)               a contract on the NYMEX arranged through brokers approved by
                  Administrative Agent and with whom a three-party agreement
                  among Borrower, Administrative Agent and such broker has been
                  entered in form and substance satisfactory to Administrative
                  Agent or

(ii)              a contract for a specified price for physical delivery of such
                  inventory to a counterparty whose Account would qualify as an
                  Approved Eligible Receivable or

(iii)             otherwise hedged in a manner satisfactory to Required Lenders.
                  The value of Hedged Eligible Inventory shall be the volume of
                  the inventory times the prices fixed in such hedge, minus all
                  storage, transportation and other applicable costs.

         "Indebtedness" of any Person means its Liabilities (without
duplication) in any of the following categories:

(a)      Liabilities for borrowed money,

<PAGE>

(b)      Liabilities constituting an obligation to pay the deferred purchase
         price of property or services,

(c)      Liabilities evidenced by a bond, debenture, note or similar instrument,

(d)      Liabilities (other than reserves for taxes and reserves for contingent
         obligations) which (i) would under GAAP be shown on such Person's
         balance sheet as a liability and (ii) are payable more than one year
         from the date of creation or incurrence thereof,

(e)      Liabilities arising under Swap Contracts (on a net basis to the extent
         netting is provided for in the applicable Swap Contract),

(f)      Liabilities constituting principal under Capital Leases,

(g)      Liabilities arising under conditional sales or other title retention
         agreements,

(h)      Liabilities owing under Guarantees,

(i)      Liabilities consisting of an obligation to purchase or redeem
         securities or other property, if such Liabilities arises out of or in
         connection with the sale or issuance of the same or similar securities
         or property (for example, repurchase agreements, mandatorily redeemable
         preferred stock and sale/leaseback agreements),

(j)      Liabilities with respect to letters of credit or applications or
         reimbursement agreements therefor,

(k)      Liabilities with respect to banker's acceptances, or

(l)      Liabilities with respect to obligations to deliver goods or services in
         consideration of advance payments therefor;

provided, however, that the "Indebtedness" of any Person shall not include
Liabilities that were incurred in the ordinary course of business by such Person
on ordinary trade terms to vendors, suppliers or other Persons providing goods
and services for use by such Person in the ordinary course of its business,
unless and until such Liabilities are outstanding more than 120 days after the
date the respective goods are delivered or the respective services are rendered,
other than Liabilities contested in good faith by appropriate proceedings, if
required, and for which adequate reserves are maintained on the books of such
Person in accordance with GAAP.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnitees" shall have the meaning set forth in Section 10.04(b).

         "Initial Financial Statements" means (i) the audited Consolidated
financial statements of Genesis Energy, L.P. as of December 31, 2003, (ii) the
audited Consolidated financial statements of Borrower as of December 31, 2003,
(iii) the unaudited Consolidated financial statements of Genesis Energy, L.P. as
of December 31, 2003, (iv) the unaudited Consolidated

<PAGE>

financial  statements  of Borrower as of December 31, 2003 and (v) the unaudited
pro forma Consolidated balance sheet of Borrower as of March 31, 2004 reflecting
on a pro forma basis the  transactions  contemplated by this Agreement,  in each
case, including the notes thereto.

         "Interest Expense" means, with respect to any period, the sum (without
duplication) of the following (in each case, eliminating all offsetting debits
and credits between Genesis Energy, L.P. and its Subsidiaries and all other
items required to be eliminated in the course of the preparation of Consolidated
financial statements of Genesis Energy, L.P. and its Subsidiaries in accordance
with GAAP): (a) all interest and commitment fees in respect of Indebtedness of
Genesis Energy, L.P. or any of its Subsidiaries (including imputed interest on
Capital Lease Obligations) which are accrued during such period and whether
expensed in such period or capitalized; plus (b) all fees, expenses and charges
in respect of letters of credit issued for the account of Genesis Energy, L.P.
or any of its Subsidiaries, which are accrued during such period and whether
expensed in such period or capitalized.

         "Interest Payment Date" means, (a) as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each
March, June, September and December and the Maturity Date.

         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Loan Notice or such
other period that is twelve months or less requested by the Borrower and
consented to by all the Lenders; provided that:

(i)      any Interest Period that would otherwise end on a day that is not a
         Business Day shall be extended to the next succeeding Business Day
         unless such Business Day falls in another calendar month, in which case
         such Interest Period shall end on the next preceding Business Day;

(ii)     any Interest Period that begins on the last Business Day of a calendar
         month (or on a day for which there is no numerically corresponding day
         in the calendar month at the end of such Interest Period) shall end on
         the last Business Day of the calendar month at the end of such Interest
         Period; and

(iii)    no Interest Period shall extend beyond the Maturity Date.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b)
a loan, advance or capital contribution to, Guarantee or assumption of debt of,
or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest
in such other Person and any arrangement pursuant to which the investor
Guarantees Indebtedness of such other Person. For purposes of covenant
compliance, the amount of any Investment shall be the

<PAGE>

amount  actually  invested,  without  adjustment  for  subsequent  increases  or
decreases in the value of such Investment.

         "IRS" means the United States Internal Revenue Service.

         "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

         "Issuer Documents" means with respect to any Letter of Credit, the
Letter Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor
the L/C Issuer and relating to any such Letter of Credit.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.
         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Working Capital
Percentage.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

         "L/C Issuer" means Fleet National Bank in its capacity as issuer of
Letters of Credit hereunder, or any successor issuer of Letters of Credit
hereunder.

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be "outstanding"
in the amount so remaining available to be drawn.

         "Lender" has the meaning specified in the introductory paragraph
hereto.

         "Lender Hedging Obligations" means all obligations arising from time to
time under Swap Contracts entered into from time to time between Borrower or any
Guarantor and a counterparty that is a Lender or an Affiliate of a Lender;
provided that (a) if such counterparty ceases to be a Lender hereunder or an
Affiliate of a Lender hereunder, Lender Hedging Obligations shall only include
such obligations to the extent arising from transactions entered

<PAGE>

into at the time such  counterparty  was a Lender hereunder or an Affiliate of a
Lender hereunder,  and (b) for any of the forgoing to be included within "Lender
Hedging Obligations"  hereunder,  the applicable counterparty must have provided
Administrative   Agent  written  notice  of  the  existence   thereof  and  such
transaction must not otherwise be prohibited under this Agreement.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

         "Letter of Credit" means any letter of credit issued hereunder.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is nine days
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).

         "Letter of Credit Fee" shall have the meaning set forth in Section
2.03(i).

         "Liabilities" means, as to any Person, all indebtedness, liabilities
and obligations of such Person, whether matured or unmatured, liquidated or
unliquidated, primary or secondary, direct or indirect, absolute, fixed or
contingent, and whether or not required to be considered pursuant to GAAP.

         "Lien" means, with respect to any property or assets, any right or
interest therein of a creditor to secure Liabilities owed to it or any other
arrangement with such creditor which provides for the payment of such
Liabilities out of such property or assets or which allows such creditor to have
such Liabilities satisfied out of such property or assets prior to the general
creditors of any owner thereof, including any lien, mortgage, security interest,
pledge, deposit, production payment, rights of a vendor under any title
retention or conditional sale agreement or lease substantially equivalent
thereto, tax lien, mechanic's or materialman's lien, or any other charge or
encumbrance for security purposes, whether arising by Law or agreement or
otherwise, but excluding any right of offset which arises without agreement in
the ordinary course of business. "Lien" also means any filed financing
statement, any registration of a pledge (such as with an issuer of
uncertificated securities), or any other arrangement or action which would serve
to perfect a Lien described in the preceding sentence, regardless of whether
such financing statement is filed, such registration is made, or such
arrangement or action is undertaken before or after such Lien exists.

         "Loan" means a Working Capital Loan or an Acquisition Facility Loan.

         "Loan Documents" means this Agreement, each Note, each Issuer Document,
the Fee Letter, the Guaranty, the Security Documents, and all other agreements,
certificates, documents, instruments and writings at any time delivered in
connection herewith or therewith (exclusive of term sheets and commitment
letters).
<PAGE>

         "Loan Notice" means a notice of (a) a Borrowing, (b) a conversion of
Loans from one Type to the other, or (c) a continuation of Eurodollar Rate
Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially
in the form of Exhibit A.

         "Loan Parties" means, collectively, Genesis Energy, L.P., Genesis
Energy, Inc., and each Subsidiary of Genesis Energy, L.P., including but not
limited to Borrower and each Subsidiary of Borrower.

         "Maintenance Capital Expenditures" means, for any period, all amounts
properly classified as capital expenditures under GAAP for maintenance of or
repair or replacement of existing assets during such period or that are required
to maintain existing operations.

         "Market Price" means on each day a spot price for the inventory of
Petroleum Inventory being valued, determined by published prices and methodology
approved by Administrative Agent from time to time, based on an index gravity
and grade of Petroleum Inventory at a delivery point reflecting as nearly as
practical the actual gravity, grade, and location of the Petroleum Inventory
being valued, adjusted to reflect any differences in gravity and grade between
the index Petroleum Inventory and the actual inventory and to reflect
transportation costs or other appropriate location price differential from the
actual location to the index location.

         "Material Adverse Change" means a material and adverse change, from the
state of affairs presented in the Initial Financial Statements or as represented
or warranted in any Loan Document, to (a) Genesis Energy, L.P.'s Consolidated
financial condition, (b) Genesis Energy, L.P.'s Consolidated operations,
business, properties or prospects, considered as a whole, (c) Borrower's ability
to timely pay the Obligations, or (d) the enforceability of the material terms
of any Loan Document.

         "Material Market Open Position Loss" means a cumulative amount of net
losses resulting from Open Positions (other than Open Positions permitted under
Section 7.16) of all Loan Parties on a mark to market basis during any period of
12 consecutive months in excess of $250,000.

         "Maturity Date" means June 1, 2008.

         "Maximum Rate" shall have the meaning set forth in Section 10.09.

         "Moody's" means Moody's Investors Service, Inc. and any successor
thereto.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

         "Net Sale Proceeds" shall have the meaning set forth in Section
7.05(d).

         "Note" means an Acquisition Facility Note or a Working Capital Note.
<PAGE>

         "NYMEX" means the New York Mercantile Exchange.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding.

         "Offsetting Position" means any offsetting sale or purchase agreement,
an offsetting NYMEX contract, an offsetting physical inventory position
(excluding tank bottoms and pipeline linefill inventory classified as a long
term asset and working inventory not held for resale), or an offsetting swap,
collar or option contract, in each case eliminating price risk and substantially
all basis risk.

         "Open Position" means (i) any physical Petroleum Inventory or (ii) any
purchase or sale contract for Petroleum Inventory that does not have an
Offsetting Position.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

         "Other Eligible Inventory Value" means the following amount of Eligible
Inventory, other than Hedged Eligible Inventory: (a) if the WTI Price is less
than or equal to $30 per barrel, 80% of the product of the volume of such crude
oil times the Market Price, or (b) if the WTI Price is greater than $30 per
barrel the greater of (i) 70% of the product of the volume of such crude oil
times the Market Price or (ii) 80% of the product of the volume of such crude
oil times $30 per barrel; minus, in each case, all storage, transportation and
other applicable costs. As used herein "WTI Price" means on each day the Platt's
Average Spot Price for West Texas intermediate crude oil (Cushing, Oklahoma).

         "Other Eligible Receivable" means any Eligible Receivable which is not
an Approved Eligible Receivable nor an Eligible Exchange Balance. The portions
of the aggregate of the Other Eligible Receivables owed by any obligor and its
Affiliates exceeding ten percent (10%) of the sum of (i) Approved Eligible
Receivables plus (ii) Other Eligible Receivables, shall not be included without
the prior written approval of the Required Lenders.

<PAGE>

         "Other Priority Claims" means any account payable, obligation or
liability which Administrative Agent has determined has or will have a Lien upon
or claim against any Cash Equivalent, account or inventory of Borrower senior or
equal in priority to the security interests in favor of Administrative Agent for
the benefit of Lenders, in each case to the extent such Cash Equivalent, account
or inventory of Borrower is otherwise included in the determination of the
Borrowing Base and the included portion thereof has not already been reduced by
such Lien or claim.

         "Other Taxes" means all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

         "Outstanding Amount" means (i) with respect to Acquisition Facility
Loans or Working Capital Loans on any date, the aggregate outstanding principal
amount thereof after giving effect to any borrowings and prepayments or
repayments of such Loans, as the case may be, occurring on such date; and (ii)
with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

         "Outstanding Working Capital Amount" means (i) with respect to Working
Capital Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments thereof
occurring on such date; and (ii) with respect to any L/C Obligations on any
date, the amount of such L/C Obligations on such date after giving effect to any
L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements of outstanding unpaid drawings under any Letters of Credit
or any reductions in the maximum amount available for drawing under Letters of
Credit taking effect on such date.

         "Paid but Unexpired Letters of Credit" means, on any day, the maximum
drawing amount of Letters of Credit on such day where no underlying obligation
exists on such day, or if the amount of the Letter of Credit exceeds the
underlying obligation on such day, the amount of such excess. As used herein,
"underlying obligation" includes without limitation, all existing and future
obligations to the beneficiary of such Letter of Credit in respect of Petroleum
Inventory purchased or received on or prior to such day or in respect of
Petroleum Inventory Borrower is then obligated to purchase or receive or has
then nominated to purchase or receive.

         "Participant" shall have the meaning set forth in Section 10.06(d).

         "Partnership Agreement" means the Third Amended and Restated Agreement
of Limited Partnership of Genesis Energy, L.P. dated July 31, 2002.

         "PBGC" means the Pension Benefit Guaranty Corporation.

<PAGE>

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

         "Permitted Acquisitions" means (A) the acquisition of all of the
capital stock or other equity interest in a Person (exclusive of general partner
interests held by General Partner not in excess of a 1% economic interest and
exclusive of director qualifying shares and other Equity Interests required to
be held by an Affiliate to comply with a requirement of Law), including an
acquisition through a merger or consolidation of such Person with or into a Loan
Party or (B) any other acquisition of all or a portion of the business, assets
or operations of a Person (whether in a single transaction or a series of
related transactions); provided that (i) prior to and after giving effect to
such acquisition no Default or Event of Default shall have occurred and be
continuing; (ii) all representations and warranties shall be true and correct as
if restated immediately following the consummation of such acquisition; (iii)
substantially all of such business, assets and operations so acquired, or of the
Person so acquired, consists of marketing, gathering, transportation, storage,
terminaling and pipeline operation of Petroleum Inventory or carbon dioxide; and
(iv) such acquisition is either (x) for a purchase price not to exceed
$25,000,000 for any Denbury Carbon Dioxide Acquisition described in Schedule 1.1
or (y) for a purchase price not to exceed $15,000,000 for each other
acquisition, or for a series of related acquisitions, from and after the date of
this Agreement.

         "Permitted Inventory Liens" means any Lien, and the amount of any
Liability secured thereby, on Petroleum Inventory which would be a Permitted
Lien under Section 7.02(ii)(b) (so long as such Lien is inchoate) or Section
7.02(ii)(d).

         "Permitted Investments" means:

(i)      Cash Equivalents,
(ii)     Investments described in Schedule 7.07,

(iii)    Investments by Genesis Energy, L.P. or any of its Subsidiaries in
         Borrower or any Wholly Owned Subsidiary of Genesis Energy, L.P. which
         is a Guarantor, and

(iv)     Permitted Acquisitions.

         "Permitted Lien" shall have the meaning set forth in Section 7.02.

         "Permitted Reinvestment" shall have the meaning set forth in Section
7.05(d).

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

<PAGE>

         "Petroleum Inventory" means crude oil, condensate, natural gas, refined
products, natural gas liquids (N.L.'s), liquefied petroleum gases (LPG's) or any
blend thereof.

         "Pipeline Release" means the spill of crude oil from the Genesis
Pipeline USA, L.P. Mississippi System on December 20, 1999.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

         "Register" shall have the meaning set forth in Section 10.06(c).

         "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

         "Rents" shall have the meaning set forth in Section 6.19.

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice, and (b) with respect to an
L/C Credit Extension, a Letter of Credit Application.

         "Required Lenders" means, as of any date of determination, Lenders
having at least 66-2/3% of the Aggregate Commitments or, if the commitment of
each Lender to make Loans and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding
in the aggregate at least 66-2/3 of the Outstanding Amount of Loans and L/C
Obligations (with the aggregate amount of each Lender's risk participation and
funded participation in L/C Obligations being deemed "held" by such Lender for
purposes of this definition); provided that the Commitment of, and the portion
of the Outstanding Amount of Loans and L/C Obligations held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

         "Responsible Officer" means the chief executive officer, president,
chief financial officer, controller, treasurer or assistant treasurer of a Loan
Party. Any document delivered hereunder that is signed by a Responsible Officer
of a Loan Party shall be conclusively presumed to have been authorized by all
necessary corporate, partnership and/or other action on the part of such Loan
Party and such Responsible Officer shall be conclusively presumed to have acted
on behalf of such Loan Party.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock or
other Equity Interest of the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other Equity

<PAGE>

Interest, or on account of any return of capital to the Borrower's stockholders,
partners or members (or the equivalent Person thereof).

         "Risk Management Policy" shall have the meaning set forth in Section
4.01(a)(xiii).

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Security Documents" means the instruments listed in the Security
Schedule and all other security agreements, deeds of trust, mortgages, chattel
mortgages, pledges, Guarantees, financing statements, continuation statements,
extension agreements and other agreements or instruments now, heretofore, or
hereafter delivered by any Loan Party to Administrative Agent in connection with
this Agreement or any transaction contemplated hereby to secure or guarantee the
payment of any part of the Obligations or the performance of any Loan Party's
other duties and obligations under the Loan Documents.

         "Security Schedule" means Schedule 3 hereto.

         "Solvent" and "Solvency" mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay such debts and liabilities as they mature and (d) such Person is not engaged
in business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute an unreasonably
small capital. The amount of contingent liabilities at any time shall be
computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

         "Subordinated Indebtedness" means unsecured Indebtedness for borrowed
money of Borrower that (i) does not mature or have scheduled payments prior to
the latest maturity date of the Obligations, (ii) is subordinated to the
Obligations and Lender Hedging Obligations on terms satisfactory to Required
Lenders in their sole and absolute discretion, and (iii) has covenants and
events of default that, taken as a whole, are not more burdensome to the Loan
Parties than those contained in this Agreement.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
Controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person, it being understood that for all purposes of this Agreement and
the other Loan Documents, (i) Borrower is a Subsidiary

<PAGE>

of Genesis Energy,  L.P. and General Partner and (ii) Genesis Energy,  L.P. is a
Subsidiary of General Partner. Unless otherwise specified, all references herein
to  a  "Subsidiary"  or  to  "Subsidiaries"  shall  refer  to  a  Subsidiary  or
Subsidiaries of the Borrower.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

         "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

         "Type" means, with respect to a Loan, its character as a Base Rate Loan
or a Eurodollar Rate Loan.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "United States" and "U.S." mean the United States of America.

         "Unreimbursed Amount" shall have the meaning set forth in Section
2.03(c)(i).

         "Unused Proceeds Amount" shall have the meaning set forth in Section
7.05(d).

<PAGE>

         "Wholly Owned Subsidiary" means any Subsidiary of a Person, all of the
issued and outstanding stock, limited liability company membership interests, or
partnership interests of which (including all rights or options to acquire such
stock or interests) are directly or indirectly (through one or more
Subsidiaries) owned by such Person, excluding any general partner interests
owned, directly or indirectly, by General Partner in any such Subsidiary that is
a partnership, in each case such general partner interests not to exceed three
percent (3%) of the aggregate ownership interests of any such partnership and
directors' qualifying shares if applicable.

         "Working Capital Borrowing" means a borrowing or continuation or
conversion of loans consisting of simultaneous Working Capital Loans of the same
Type and, in the case of Eurodollar Rate Loans, having the same Interest Period
made by the Lenders pursuant to Section 2.01(a).

         "Working Capital Commitment" means, as to each Lender, its obligation
to (a) make Working Capital Loans to the Borrower pursuant to Section 2.01(a)
and (b) purchase participations in L/C Obligations, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth as its
"Working Capital Commitment" opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

         "Working Capital Lenders" means any Lender who maintains a Working
Capital Commitment or has outstanding Working Capital Loans.

         "Working Capital Loans" shall have the meaning set forth in Section
2.01(a).

         "Working Capital Note" means a promissory note made by the Borrower in
favor of a Working Capital Lender evidencing Working Capital Loans made by such
Working Capital Lender, substantially in the form of Exhibit B-2.

         "Working Capital Obligations" means all Liabilities from time to time
owing by any Loan Party to any Working Capital Lender under or pursuant to any
of the Working Capital Notes or the Loan Documents or under or pursuant to any
Guaranty of such Liabilities, or under or pursuant to any Security Document
which secures the payment and performance of such Liabilities. "Working Capital
Obligation" means any part of the Working Capital Obligations.

         "Working Capital Percentage" means, with respect to any Lender at any
time, the percentage (carried out to the ninth decimal place) of the Aggregate
Working Capital Commitments represented by such Lender's Working Capital
Commitment at such time. If the commitment of each Lender to make Loans has been
terminated pursuant to Section 8.02 or if the Aggregate Working Capital
Commitments have expired, then the Working Capital Percentage of each Lender
shall be determined based on the Working Capital Percentage of such Lender most
recently in effect, giving effect to any subsequent assignments. The initial
Working Capital Percentage of each Lender is set forth as its "Working Capital
Percentage" opposite the name of such Lender on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable.

<PAGE>

1.02 Other Interpretive Provisions. With reference to this Agreement and each
other Loan Document, unless otherwise specified herein or in such other Loan
Document:

(a)      The definitions of terms herein shall apply equally to the singular and
         plural forms of the terms defined.  Whenever the context may require,
         any pronoun shall include the corresponding masculine, feminine and
         neuter forms.  The words "include,""includes" and "including" shall be
         deemed to be followed by the phrase "without limitation."  The word
         "will" shall be construed to have the same meaning and effect as the
         word "shall."  Unless the context requires otherwise, (i) any
         definition of or reference to any agreement, instrument or other
         document (including any Organization Document) shall be construed as
         referring to such agreement, instrument or other document as from time
         to time amended, supplemented or otherwise modified (subject to any
         restrictions on such amendments, supplements or modifications set forth
         herein or in any other Loan Document), (ii) any reference herein to any
         Person shall be construed to include such Person's successors and
         assigns, (iii) the words "herein," "hereof" and "hereunder," and words
         of similar import when used in any Loan Document, shall be construed to
         refer to such Loan Document in its entirety and not to any particular
         provision thereof, (iv) all references in a Loan Document to Articles,
         Sections, Exhibits and Schedules shall be construed to refer to
         Articles and Sections of, and Exhibits and Schedules to, the Loan
         Document in which such references appear, (v) any reference to any law
         shall include all statutory and regulatory provisions consolidating,
         amending replacing or interpreting such law and any reference to any
         law or regulation shall, unless otherwise specified, refer to such law
         or regulation as amended, modified or supplemented from time to time,
         and (vi) the words "asset" and "property" shall be construed to have
         the same meaning and effect and to refer to any and all tangible and
         intangible assets and properties, including cash, securities, accounts
         and contract rights.

(b)      In the computation of periods of time from a specified date to a later
         specified date, the word "from" means "from and including;" the words
         "to" and "until" each mean "to but excluding;" and the word "through"
         means "to and including."

(c)      Section headings herein and in the other Loan Documents are included
         for convenience of reference only and shall not affect the
         interpretation of this Agreement or any other Loan Document.

1.03     Accounting Terms.

(a)      Generally. All accounting terms not specifically or completely defined
         herein shall be construed in conformity with, and all financial data
         (including financial ratios and other financial calculations) required
         to be submitted pursuant to this Agreement shall be prepared in
         conformity with, GAAP applied on a consistent basis, as in effect from
         time to time, applied in a manner consistent with that used in
         preparing the Initial Financial Statements, except as otherwise
         specifically prescribed herein.

(b)      Changes in GAAP.  If at any time any change in GAAP would affect the
         computation of any financial ratio or requirement set forth in any Loan
         Document, and either the Borrower or the Required Lenders shall so
         request, the Administrative Agent, the Lenders and the Borrower shall
         negotiate in good faith to amend such ratio or

<PAGE>

         requirement to preserve the original intent thereof in light of such
         change in GAAP (subject to the approval of the Required Lenders);
         provided that, until so amended, (i) such ratio or requirement shall
         continue to be computed in accordance with GAAP prior to such change
         therein and (ii) the Borrower shall provide to the Administrative Agent
         and the Lenders financial statements and other documents required under
         this Agreement or as reasonably requested hereunder setting forth a
         reconciliation between calculations of such ratio or requirement made
         before and after giving effect to such change in GAAP.

1.04 Rounding. Any financial ratios required to be maintained by the Borrower
pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the
number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding-up if there is no nearest
number).

1.05 Times of Day. Unless otherwise specified, all references herein to times of
day shall be references to Eastern time (daylight or standard, as applicable).

1.06 Letter of Credit Amounts. Unless otherwise specified, all references herein
to the amount of a Letter of Credit at any time shall be deemed to mean the
maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Issuer Documents
related thereto, whether or not such maximum face amount is in effect at such
time.

ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

2.01     Loans.

(a)      Working Capital Loans.  Subject to the terms and conditions set forth
         herein, each Working Capital Lender severally agrees to make loans
         (each such loan, a "Working Capital Loan") to the Borrower from time to
         time, on any Business Day during the Availability Period, in an
         aggregate amount not to exceed at any time outstanding the amount of
         such Lender's Working Capital Commitment; provided, however, that after
         giving effect to any Working Capital Borrowing, (i) the Outstanding
         Working Capital Amount shall not exceed the lesser of (A) the Aggregate
         Working Capital Commitments or (B) the Borrowing Base determined as of
         the date on which the requested Working Capital Loans are to be made,
         (ii) the aggregate Outstanding Amount of Working Capital Loans of any
         Lender, plus such Lender's Working Capital Percentage of the
         Outstanding Amount of all L/C Obligations shall not exceed such
         Lender's Working Capital Commitment and (iii) the Outstanding Amount of
         all Working Capital Loans shall not exceed $15,000,000.  Within the
         limits of each Lender's Working Capital Commitment, and subject to the
         other terms and conditions hereof, the Borrower may borrow under this
         Section 2.01(a), prepay under Section 2.04, and reborrow under this
         Section 2.01(a).  Working Capital Loans may be Base Rate Loans or
         Eurodollar Rate `Loans, as further provided herein.

<PAGE>

(b)      Acquisition Facility Loans.  Subject to the terms and conditions set
         forth herein, each Acquisition Facility Lender severally agrees to make
         loans (each such loan, an "Acquisition Facility Loan") to the Borrower
         from time to time, on any Business Day during the Availability Period,
         in an aggregate amount not to exceed at any time outstanding the amount
         of such Lender's Acquisition Facility Commitment; provided, however,
         that after giving effect to any Acquisition Facility Borrowing, the
         Outstanding Amount of all Acquisition Facility Loans shall not exceed
         the Aggregate Acquisition Facility Commitments. Within the limits of
         each Lender's Acquisition Facility Commitment, and subject to the other
         terms and conditions hereof, the Borrower may borrow under this Section
         2.01(b), prepay under Section 2.04, and reborrow under this Section
         2.01(b). Acquisition Facility Loans may be Base Rate Loans or
         Eurodollar Rate Loans, as further provided herein.

2.02     Borrowings, Conversions and Continuations of Loans.

     (a) Each  Borrowing,  each  conversion of Loans from one Type to the other,
and each continuation of Eurodollar Rate Loans shall be made upon the Borrower's
irrevocable notice to the Administrative Agent, which may be given by telephone.
Each such notice must be  received  by the  Administrative  Agent not later than
11:00 a.m. (i) three  Business Days prior to the requested date of any Borrowing
of,  conversion to or continuation of Eurodollar Rate Loans or of any conversion
of Eurodollar  Rate Loans to Base Rate Loans,  and (ii) on the requested date of
any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes
to request  Eurodollar Rate Loans having an Interest Period other than one, two,
three or six months in  duration  as provided  in the  definition  of  "Interest
Period",  the applicable notice must be received by the Administrative Agent not
later than 11:00 a.m. four  Business  Days prior to the  requested  date of such
Borrowing, conversion or continuation,  whereupon the Administrative Agent shall
give prompt  notice to the Lenders of such  request  and  determine  whether the
requested  Interest  Period is acceptable  to all of them.  Not later than 11:00
a.m.,  three  Business  Days  before  the  requested  date  of  such  Borrowing,
conversion or continuation,  the Administrative  Agent shall notify the Borrower
(which notice may be by telephone)  whether or not the requested Interest Period
has been consented to by all the Lenders. Each telephonic notice by the Borrower
pursuant to this Section  2.02(a) must be confirmed  promptly by delivery to the
Administrative  Agent of a written  Loan  Notice,  appropriately  completed  and
signed by a Responsible  Officer of the Borrower.  Each Borrowing of, conversion
to or continuation  of Eurodollar  Rate Loans shall be in a principal  amount of
$100,000 or a whole multiple of $100,000 in excess  thereof.  Except as provided
in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be
in a  principal  amount of  $100,000  or a whole  multiple of $100,000 in excess
thereof.  Each Loan Notice  (whether  telephonic  or written)  shall specify (i)
whether the Borrower is  requesting a Borrowing,  a conversion of Loans from one
Type to the  other,  or a  continuation  of  Eurodollar  Rate  Loans,  (ii)  the
requested date of the Borrowing,  conversion or continuation, as the case may be
(which  shall be a  Business  Day),  (iii) the  principal  amount of Loans to be
borrowed,  converted or  continued,  (iv) the Type of Loans to be borrowed or to
which existing Loans are to be converted, (v) if applicable, the duration of the
Interest  Period with respect  thereto and (vi)  specify  whether such Loans are
Working  Capital Loans or Acquisition  Facility  Loans. If the Borrower fails to


<PAGE>

specify  a Type of Loan in a Loan  Notice  or if the  Borrower  fails  to give a
timely notice requesting a conversion or continuation, then the applicable Loans
shall  be made as,  or  converted  to,  Base  Rate  Loans.  Any  such  automatic
conversion  to Base  Rate  Loans  shall be  effective  as of the last day of the
Interest  Period then in effect with respect to the applicable  Eurodollar  Rate
Loans. If the Borrower  requests a Borrowing of,  conversion to, or continuation
of  Eurodollar  Rate  Loans in any such Loan  Notice,  but fails to  specify  an
Interest  Period,  it will be deemed to have specified an Interest Period of one
month.

     (b)  Following  receipt of a Loan Notice,  the  Administrative  Agent shall
promptly notify each Working Capital Lender of the amount of its Working Capital
Percentage and each Acquisition Facility Lender of the amount of its Acquisition
Facility  Percentage,  as the case may be, of the  applicable  Loans,  and if no
timely notice of a conversion or continuation  is provided by the Borrower,  the
Administrative  Agent shall  notify each Lender of the details of any  automatic
conversion to Base Rate Loans described in the preceding subsection. In the case
of a Borrowing,  each Lender shall make the amount of its Loan  available to the
Administrative  Agent  in  immediately  available  funds  at the  Administrative
Agent's  Office not later than 1:00 p.m. on the  Business  Day  specified in the
applicable Loan Notice. Upon satisfaction of the applicable conditions set forth
in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section
4.01), the  Administrative  Agent shall make all funds so received  available to
the Borrower in like funds as received by the Administrative Agent either by (i)
crediting  the account of the Borrower on the books of Fleet  National Bank with
the amount of such funds or (ii) wire  transfer of such  funds,  in each case in
accordance  with  instructions  provided to (and  reasonably  acceptable to) the
Administrative Agent by the Borrower;  provided,  however,  that if, on the date
the Loan Notice with respect to such  Borrowing is given by the Borrower,  there
are L/C  Borrowings  outstanding,  then the proceeds of such  Borrowing,  first,
shall be applied to the payment in full of any such L/C Borrowings,  and second,
shall be made available to the Borrower as provided above.

(c)      Except as otherwise provided herein, a Eurodollar Rate Loan may be
         continued or converted only on the last day of an Interest Period for
         such Eurodollar Rate Loan. During the existence of a Default, no Loans
         may be requested as, converted to or continued as Eurodollar Rate Loans
         without the consent of the Required Lenders.

(d)      The Administrative Agent shall promptly notify the Borrower and the
         Lenders of the interest rate applicable to any Interest Period for
         Eurodollar Rate Loans upon determination of such interest rate. At any
         time that Base Rate Loans are outstanding, the Administrative Agent
         shall notify the Borrower and the Lenders of any change in Fleet
         National Bank's prime rate used in determining the Base Rate promptly
         following the public announcement of such change.

(e)      After giving effect to all Borrowings, all conversions of Loans from
         one Type to the other, and all continuations of Loans as the same Type,
         there shall not be more than seven Interest Periods in effect with
         respect to Loans.

(f)      No Borrowing, continuation or conversion of Loans may combine Working
         Capital Loans and Acquisition Facility Loans.

<PAGE>

2.03     Letters of Credit.

(a)               The Letter of Credit Commitment.

     (i)  Subject  to the terms and  conditions  set forth  herein,  (A) the L/C
Issuer agrees,  in reliance upon the agreements of the Working  Capital  Lenders
set forth in this Section 2.03, (1) from time to time on any Business Day during
the period from the Closing Date until the Letter of Credit  Expiration Date, to
issue Letters of Credit for the account of the Borrower,  and to amend or extend
Letters of Credit  previously  issued by it, in accordance  with  subsection (b)
below,  and (2) to honor  drawings  under the  Letters  of  Credit;  and (B) the
Working  Capital  Lenders  severally  agree to  participate in Letters of Credit
issued for the account of the  Borrower and any  drawings  thereunder;  provided
that after  taking  such  Letter of Credit  into  account,  (x) the  Outstanding
Working Capital Amount shall not exceed the lesser of (1) the Aggregate  Working
Capital Commitments or (2) the Borrowing Base determined as of the date on which
the  requested  Working  Capital  Loans  are to be made  and  (y) the  aggregate
Outstanding  Amount  of the  Working  Capital  Loans of any  Lender,  plus  such
Lender's  Working  Capital  Percentage  of the  Outstanding  Amount  of all  L/C
Obligations  shall not exceed such Lender's  Working  Capital  Commitment.  Each
request by the  Borrower  for the  issuance or  amendment  of a Letter of Credit
shall be deemed  to be a  representation  by the  Borrower  that the L/C  Credit
Extension so requested  complies with the conditions set forth in the proviso to
the preceding  sentence.  Within the foregoing limits,  and subject to the terms
and conditions  hereof, the Borrower's ability to obtain Letters of Credit shall
be fully  revolving,  and  accordingly  the Borrower  may,  during the foregoing
period,  obtain Letters of Credit to replace Letters of Credit that have expired
or that have been drawn upon and reimbursed.

     (ii) The L/C Issuer shall not issue any Letter of Credit if the expiry date
of such  requested  Letter  of Credit  would  occur  after the  Letter of Credit
Expiration Date,  unless all the Lenders have approved such expiry date. The L/C
Issuer shall not be under any  obligation to issue any Letter of Credit,  unless
(A) the  expiration  date of such Letter of Credit is prior to seventy (70) days
after date of issuance  and (B) such Letter of Credit is related to the purchase
or exchange by Borrower of Petroleum Inventory, and (C) such Letter of Credit is
in the Form of Exhibit C hereto or such other form,  terms and purposes as shall
be acceptable to Administrative  Agent and L/C Issuer in their sole and absolute
discretion,  provided,  however  that  Letters of  Credit,  not to exceed in the
aggregate at any one time the General  Obligation  L/C Sublimit in such form and
terms as shall be  acceptable  to  Administrative  Agent and L/C Issuer in their
sole and  absolute  discretion,  may  expire  up to 365 days  after  the date of
issuance  and may be used for general  corporate  purposes of Borrower or any of
its Subsidiaries.

     (iii) The L/C Issuer shall not be under any  obligation to issue any Letter
of Credit if:

<PAGE>


     (A)  any  order,  judgment  or  decree  of any  Governmental  Authority  or
arbitrator  shall by its terms purport to enjoin or restrain the L/C Issuer from
issuing such Letter of Credit,  or any Law  applicable  to the L/C Issuer or any
request  or  directive  (whether  or not  having  the  force  of law)  from  any
Governmental  Authority with jurisdiction over the L/C Issuer shall prohibit, or
request  that the L/C Issuer  refrain  from,  the  issuance of letters of credit
generally  or such Letter of Credit in  particular  or shall impose upon the L/C
Issuer with respect to such Letter of Credit any restriction, reserve or capital
requirement  (for which the L/C Issuer is not otherwise  compensated  hereunder)
not in effect on the  Closing  Date,  or shall  impose  upon the L/C  Issuer any
unreimbursed  loss, cost or expense which was not applicable on the Closing Date
and which the L/C Issuer in good faith deems material to it;

     (B) the  issuance  of such  Letter  of  Credit  would  violate  one or more
policies of the L/C Issuer;

     (C) such  Letter of Credit is to be  denominated  in a currency  other than
Dollars;

     (D)  such  Letter  of  Credit   contains  any   provisions   for  automatic
reinstatement of the stated amount after any drawing thereunder; or

     (E) a default of any Working  Capital  Lender's  obligations  to fund under
Section  2.03(c)  exists  or  any  Working  Capital  Lender  is at  such  time a
Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory
arrangements  with the Borrower or such Working  Capital Lender to eliminate the
L/C Issuer's risk with respect to such Working Capital Lender.

     (iv) The L/C Issuer  shall not amend any Letter of Credit if the L/C Issuer
would  not be  permitted  at such  time to issue  such  Letter  of Credit in its
amended form under the terms hereof.

     (v) The L/C  Issuer  shall be under no  obligation  to amend any  Letter of
Credit if (A) the L/C Issuer would have no obligation at such time to issue such
Letter  of Credit  in its  amended  form  under  the  terms  hereof,  or (B) the
beneficiary  of such Letter of Credit does not accept the proposed  amendment to
such Letter of Credit.

     (vi) The L/C Issuer shall act on behalf of the Working Capital Lenders with
respect  to any  Letters  of Credit  issued by it and the  documents  associated
therewith,  and the L/C Issuer shall have all of the benefits and immunities (A)
provided  to the  Administrative  Agent in Article  IX with  respect to any acts
taken or  omissions  suffered by the L/C Issuer in  connection  with  Letters of
Credit  issued  by it or  proposed  to be  issued  by it  and  Issuer  Documents
pertaining  to such  Letters  of Credit as fully as if the term  "Administrative
Agent" as used in

<PAGE>

Article IX included  the L/C Issuer with  respect to such acts or omissions,
and (B) as  additionally  provided herein with respect to the L/C Issuer.

(b)               Procedures for Issuance and Amendment of Letters of Credit.

     (i) Each Letter of Credit  shall be issued or amended,  as the case may be,
upon the request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative   Agent)  in  the  form  of  a  Letter  of  Credit   Application,
appropriately  completed  and signed by a  Responsible  Officer of the Borrower.
Such  Letter of Credit  Application  must be  received by the L/C Issuer and the
Administrative  Agent not later than 11:00 a.m. at least two  Business  Days (or
such  later  date and time as the  Administrative  Agent and the L/C  Issuer may
agree in a particular  instance in their sole discretion)  prior to the proposed
issuance date or date of amendment, as the case may be. In the case of a request
for an initial issuance of a Letter of Credit, such Letter of Credit Application
shall  specify  in form  and  detail  satisfactory  to the L/C  Issuer:  (A) the
proposed  issuance  date of the  requested  Letter of Credit  (which  shall be a
Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name
and address of the  beneficiary  thereof;  (E) the  documents to be presented by
such  beneficiary  in case of any drawing  thereunder;  (F) the full text of any
certificate  to be  presented  by  such  beneficiary  in  case  of  any  drawing
thereunder;  and (G) such other  matters as the L/C Issuer may  require.  In the
case of a request for an amendment  of any  outstanding  Letter of Credit,  such
Letter of Credit  Application  shall specify in form and detail  satisfactory to
the L/C Issuer (A) the Letter of Credit to be amended;  (B) the proposed date of
amendment  thereof  (which  shall be a  Business  Day);  (C) the  nature  of the
proposed  amendment;  and (D) such other  matters as the L/C Issuer may require.
Additionally,   the   Borrower   shall   furnish  to  the  L/C  Issuer  and  the
Administrative  Agent such other  documents and  information  pertaining to such
requested  Letter  of  Credit  issuance  or  amendment,   including  any  Issuer
Documents, as the L/C Issuer or the Administrative Agent may require.

     (ii) Promptly  after receipt of any Letter of Credit  Application,  the L/C
Issuer will confirm with the  Administrative  Agent (by telephone or in writing)
that the  Administrative  Agent  has  received  a copy of such  Letter of Credit
Application  from the  Borrower  and, if not,  the L/C Issuer  will  provide the
Administrative  Agent with a copy  thereof.  Unless the L/C Issuer has  received
written notice from any Lender, the  Administrative  Agent or any Loan Party, at
least one Business Day prior to the  requested  date of issuance or amendment of
the  applicable  Letter  of  Credit,  that  one or  more  applicable  conditions
contained in Article IV shall not then be satisfied,  then, subject to the terms
and conditions  hereof,  the L/C Issuer shall,  on the requested  date,  issue a
Letter of Credit for the account of the  Borrower  or enter into the  applicable
amendment,  as the case may be, in each case in accordance with the L/C Issuer's
usual and customary  business  practices.  Immediately upon the issuance of each
Letter of Credit,  each  Working  Capital  Lender shall be deemed to, and hereby
irrevocably and  unconditionally  agrees to, purchase from the L/C Issuer a risk
participation in such Letter of

<PAGE>

Credit in an amount equal to the product of such Working Capital  Lender's
Working Capital  Percentage  times the amount of such Letter of Credit.

     (iii)  Promptly after its delivery of any Letter of Credit or any amendment
to a Letter  of Credit  to an  advising  bank  with  respect  thereto  or to the
beneficiary  thereof,  the L/C Issuer will also  deliver to the Borrower and the
Administrative  Agent a true and  complete  copy of such  Letter  of  Credit  or
amendment.

(c)               Drawings and Reimbursements; Funding of Participations.

     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice
of a drawing  under such  Letter of  Credit,  the L/C  Issuer  shall  notify the
Borrower and the Administrative  Agent thereof. Not later than 11:00 a.m. on the
date of any payment by the L/C Issuer  under a Letter of Credit (each such date,
an "Honor  Date"),  the  Borrower  shall  reimburse  the L/C Issuer  through the
Administrative  Agent in an amount equal to the amount of such  drawing.  If the
Borrower fails to so reimburse the L/C Issuer by such time,  the  Administrative
Agent shall promptly  notify each Working  Capital Lender of the Honor Date, the
amount of the unreimbursed drawing (the "Unreimbursed  Amount"),  and the amount
of such Working Capital Lender's  Working Capital  Percentage  thereof.  In such
event,  the  Borrower  shall be deemed to have  requested a Borrowing of Working
Capital  Loans which are Base Rate Loans to be disbursed on the Honor Date in an
amount  equal to the  Unreimbursed  Amount,  without  regard to the  minimum and
multiples specified in Section 2.02 for the principal amount of Base Rate Loans,
but subject to the amount of the  unutilized  portion of the  Aggregate  Working
Capital Commitments and the conditions set forth in Section 4.02 (other than the
delivery  of a  Loan  Notice).  Any  notice  given  by  the  L/C  Issuer  or the
Administrative  Agent  pursuant  to this  Section  2.03(c)(i)  may be  given  by
telephone if immediately confirmed in writing; provided that the lack of such an
immediate  confirmation shall not affect the conclusiveness or binding effect of
such notice.

     (ii) Each Working  Capital Lender shall upon any notice pursuant to Section
2.03(c)(i) make funds available to the  Administrative  Agent for the account of
the L/C Issuer at the  Administrative  Agent's  Office in an amount equal to its
Working Capital Percentage of the Unreimbursed Amount within three Business Days
of the  Business  Day  specified  in such  notice by the  Administrative  Agent,
whereupon,  subject to the  provisions  of Section  2.03(c)(iii)  , each Working
Capital  Lender  that so makes  funds  available  shall be deemed to have made a
Working  Capital  Loan which is a Base Rate Loan to the Borrower in such amount.
The Administrative Agent shall remit the funds so received to the L/C Issuer.

     (iii) With respect to any Unreimbursed  Amount that is not fully refinanced
by a Borrowing of Working  Capital  Loans which are Base Rate Loans  because the
conditions  set  forth in  Section  4.02  cannot be  satisfied  or for any other

<PAGE>

reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C
Borrowing in the amount of the  Unreimbursed  Amount that is not so  refinanced,
which L/C Borrowing shall be due and payable on demand  (together with interest)
and shall bear interest at the Default Rate. In such event, each Working Capital
Lender's payment to the  Administrative  Agent for the account of the L/C Issuer
pursuant  to  Section  2.03(c)(ii)  shall be deemed  payment  in  respect of its
participation  in such L/C  Borrowing  and shall  constitute an L/C Advance from
such Working  Capital Lender in  satisfaction  of its  participation  obligation
under this Section 2.03.

     (iv) Until each Working  Capital  Lender funds its Working  Capital Loan or
L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
amount  drawn under any Letter of Credit,  interest  in respect of such  Working
Capital Lender's  Working Capital  Percentage of such amount shall be solely for
the account of the L/C Issuer.

     (v) Each Working Capital Lender's  obligation to make Working Capital Loans
or L/C Advances to reimburse  the L/C Issuer for amounts  drawn under Letters of
Credit,  as  contemplated  by  this  Section  2.03(c),  shall  be  absolute  and
unconditional and shall not be affected by any  circumstance,  including (A) any
setoff,  counterclaim,  recoupment,  defense or other right  which such  Working
Capital Lender may have against the L/C Issuer, the Borrower or any other Person
for any reason  whatsoever;  (B) the occurrence or continuance of a Default,  or
(C) any other occurrence,  event or condition,  whether or not similar to any of
the foregoing;  provided, however, that each Working Capital Lender's obligation
to make Working Capital Loans pursuant to this Section 2.03(c) is subject to the
conditions  set forth in Section 4.02 (other than  delivery by the Borrower of a
Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair
the obligation of the Borrower to reimburse the L/C Issuer for the amount of any
payment  made by the L/C  Issuer  under any  Letter  of  Credit,  together  with
interest as provided herein.

     (vi)  If  any  Working  Capital  Lender  fails  to  make  available  to the
Administrative Agent for the account of the L/C Issuer any amount required to be
paid by such Working Capital Lender pursuant to the foregoing provisions of this
Section  2.03(c) by the time  specified in Section  2.03(c)(ii) , the L/C Issuer
shall be entitled to recover from such Working  Capital Lender  (acting  through
the Administrative  Agent), on demand, such amount with interest thereon for the
period from the date such  payment is required to the date on which such payment
is  immediately  available  to the L/C  Issuer at a rate per annum  equal to the
greater of the  Federal  Funds Rate and a rate  determined  by the L/C Issuer in
accordance with banking industry rules on interbank compensation.  A certificate
of the  L/C  Issuer  submitted  to  any  Working  Capital  Lender  (through  the
Administrative  Agent) with respect to any amounts  owing under this clause (vi)
shall be conclusive absent manifest error.

<PAGE>

(d)               Repayment of Participations.

     (i) At any time after the L/C Issuer has made a payment under any Letter of
Credit and has received  from any Working  Capital  Lender such Working  Capital
Lender's  L/C  Advance in respect of such  payment in  accordance  with  Section
2.03(c), if the Administrative  Agent receives for the account of the L/C Issuer
any payment in respect of the related  Unreimbursed  Amount or interest  thereon
(whether  directly  from the Borrower or otherwise,  including  proceeds of Cash
Collateral  applied thereto by the  Administrative  Agent),  the  Administrative
Agent  will  distribute  to such  Working  Capital  Lender its  Working  Capital
Percentage thereof (appropriately adjusted, in the case of interest payments, to
reflect  the period of time  during  which such  Working  Capital  Lender's  L/C
Advance  was   outstanding)   in  the  same  funds  as  those  received  by  the
Administrative Agent.

     (ii) If any payment received by the Administrative Agent for the account of
the L/C Issuer  pursuant to Section  2.03(c)(i) is required to be returned under
any of the circumstances  described in Section 10.05 (including  pursuant to any
settlement  entered  into by the L/C  Issuer in its  discretion),  each  Working
Capital Lender shall pay to the Administrative  Agent for the account of the L/C
Issuer its Working Capital  Percentage  thereof on demand of the  Administrative
Agent,  plus interest thereon from the date such payment is required to the date
such amount is  returned by such  Working  Capital  Lender,  at a rate per annum
equal to the Federal Funds Rate from time to time in effect.  The obligations of
the Working  Capital Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Agreement.

     (e) Obligations  Absolute.  The obligation of the Borrower to reimburse the
L/C Issuer for each  drawing  under each  Letter of Credit and to repay each L/C
Borrowing shall be absolute,  unconditional  and irrevocable,  and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

     (i) any lack of validity or enforceability  of such Letter of Credit,  this
Agreement, or any other Loan Document;

     (ii) the  existence of any claim,  counterclaim,  setoff,  defense or other
right that the  Borrower  or any  Subsidiary  may have at any time  against  any
beneficiary  or any  transferee of such Letter of Credit (or any Person for whom
any such  beneficiary or any such  transferee may be acting),  the L/C Issuer or
any other Person,  whether in connection with this Agreement,  the  transactions
contemplated  hereby or by such Letter of Credit or any  agreement or instrument
relating thereto, or any unrelated transaction;

     (iii) any draft, demand, certificate or other document presented under such
Letter of Credit proving to be forged,  fraudulent,  invalid or  insufficient in
any respect or any statement  therein being untrue or inaccurate in any respect;
or any loss or delay in the  transmission or otherwise of any document  required
in order to make a drawing under such Letter of Credit;

<PAGE>

     (iv) any  payment by the L/C Issuer  under  such  Letter of Credit  against
presentation  of a draft or certificate  that does not strictly  comply with the
terms of such Letter of Credit; or any payment made by the L/C Issuer under such
Letter  of Credit  to any  Person  purporting  to be a  trustee  in  bankruptcy,
debtor-in-possession,   assignee  for  the  benefit  of  creditors,  liquidator,
receiver or other  representative  of or  successor  to any  beneficiary  or any
transferee of such Letter of Credit,  including  any arising in connection  with
any proceeding under any Debtor Relief Law; or

     (v) any other circumstance or happening whatsoever,  whether or not similar
to any of the foregoing,  including any other  circumstance that might otherwise
constitute  a defense  available  to, or a  discharge  of, the  Borrower  or any
Subsidiary.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

     (f) Role of L/C Issuer.  Each Working Capital Lender and the Borrower agree
that, in paying any drawing  under a Letter of Credit,  the L/C Issuer shall not
have any  responsibility  to obtain any  document  (other than any sight  draft,
certificates  and  documents  expressly  required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such  document or the
authority of the Person  executing or delivering any such document.  None of the
L/C Issuer,  the  Administrative  Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the L/C Issuer shall be liable
to any Working  Capital Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Working  Capital  Lenders or
the Required  Lenders,  as  applicable;  (ii) any action taken or omitted in the
absence of gross negligence or willful  misconduct;  or (iii) the due execution,
effectiveness,  validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer  Document.  The  Borrower  hereby  assumes all
risks of the acts or omissions of any  beneficiary or transferee with respect to
its use of any Letter of Credit; provided,  however, that this assumption is not
intended to, and shall not,  preclude the  Borrower's  pursuing  such rights and
remedies as it may have against the  beneficiary  or  transferee at law or under
any other agreement.  None of the L/C Issuer, the  Administrative  Agent, any of
their respective Related Parties nor any correspondent,  participant or assignee
of the L/C  Issuer  shall  be  liable  or  responsible  for  any of the  matters
described in clauses (i) through (v) of Section 2.03(e); provided, however, that
anything in such clauses to the contrary notwithstanding,  the Borrower may have
a  claim  against  the L/C  Issuer,  and the L/C  Issuer  may be  liable  to the
Borrower,  to the extent,  but only to the extent,  of any direct, as opposed to
consequential or exemplary,  damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer's willful misconduct or gross negligence or
the L/C  Issuer's  willful  failure to pay under any Letter of Credit  after the
presentation  to it by the  beneficiary  of a  sight  draft  and  certificate(s)
strictly  complying  with the terms and  conditions  of a Letter of  Credit.  In
furtherance  and not in limitation of

<PAGE>

the foregoing,  the L/C Issuer may accept documents that appear on their face to
be in order, without responsibility for further investigation, regardless of any
notice  or  information  to the  contrary,  and  the  L/C  Issuer  shall  not be
responsible  for the validity or sufficiency of any instrument  transferring  or
assigning or  purporting  to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

     (g) Cash  Collateral.  If,  after the making of all  mandatory  prepayments
required under Section 2.04, the  outstanding  L/C  Obligations  will exceed the
Borrowing Base, then in addition to prepayment of the entire  principal  balance
of the Loans Borrower shall immediately Cash  Collateralize the then Outstanding
Amount of all L/C Obligations. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has  honored  any full or partial  drawing  request  under any
Letter of Credit and such drawing has resulted in an L/C Borrowing,  or (ii) if,
as of the Letter of Credit  Expiration  Date,  any L/C Obligation for any reason
remains  outstanding,  the  Borrower  shall,  in  each  case,  immediately  Cash
Collateralize the then Outstanding Amount of all L/C Obligations.  Sections 2.04
and 8.02(c) set forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section 2.03, Section 2.04 and Section 8.02(c),
"Cash  Collateralize"  means  to  pledge  and  deposit  with or  deliver  to the
Administrative  Agent, for the benefit of the L/C Issuer and the Working Capital
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant  to   documentation   in  form  and  substance   satisfactory   to  the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Working  Capital  Lenders).  Derivatives of such term have  corresponding
meanings.  The  Borrower  hereby  grants to the  Administrative  Agent,  for the
benefit of the L/C Issuer and the Working Capital Lenders,  a security  interest
in all such cash,  deposit accounts and all balances therein and all proceeds of
the  foregoing.  Cash  Collateral  shall be maintained in blocked,  non-interest
bearing deposit accounts at Fleet National Bank.

     (h) Applicability of ISP and UCP. Unless otherwise  expressly agreed by the
L/C Issuer and the Borrower when a Letter of Credit is issued,  (i) the rules of
the ISP shall apply to each standby Letter of Credit,  and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently published
by the International  Chamber of Commerce at the time of issuance shall apply to
each commercial Letter of Credit.

     (i) Letter of Credit  Fees.  The Borrower  shall pay to the  Administrative
Agent for the account of each  Working  Capital  Lender in  accordance  with its
Working  Capital  Percentage a Letter of Credit fee (the "Letter of Credit Fee")
for each Letter of Credit equal to the  Applicable  Rate times the daily maximum
amount  available  to be drawn under such Letter of Credit  (whether or not such
maximum amount is then in effect under such Letter of Credit).  Letter of Credit
Fees shall be (i)  computed  on a  quarterly  basis in arrears  and (ii) due and
payable  within fifteen (15) days after the end of each March,  June,  September
and December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand.  If there is any change in the Applicable  Rate during any quarter,  the
daily maximum  amount of each Letter of Credit shall be computed and  multiplied

<PAGE>

by the Applicable  Rate separately for each period during such quarter that such
Applicable  Rate  was  in  effect.  Notwithstanding  anything  to  the  contrary
contained herein,  upon the request of the Required Lenders,  while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

     (j) Fronting Fee and  Documentary  and  Processing  Charges  Payable to L/C
Issuer.  The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit of the greater of (i) $150 or
(ii) one-eighth  percent (0.125%) per annum computed on the daily maximum amount
available  to be drawn under such Letter of Credit  (whether or not such maximum
amount is then in effect  under such Letter of Credit) and on a quarterly  basis
in arrears,  and due and payable on the first Business Day after the end of each
March,  June,  September  and December,  commencing  with the first such date to
occur  after the  issuance  of such  Letter of  Credit,  on the Letter of Credit
Expiration  Date and thereafter on demand.  In addition,  the Borrower shall pay
directly  to the  L/C  Issuer  for  its  own  account  the  customary  issuance,
presentation,  amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in
effect.  Such  customary fees and standard costs and charges are due and payable
on demand and are nonrefundable.

     (k)  Administrative  Agent's  Fees. In addition to all other amounts due to
Administrative  Agent  under  the  Loan  Documents,  Borrower  will  pay fees to
Administrative  Agent as described in a letter  agreement of even date  herewith
between Administrative Agent and Borrower.

     (l) Conflict with Issuer  Documents.  In the event of any conflict  between
the terms  hereof and the terms of any Issuer  Document,  the terms hereof shall
control.

     (m)  Letters of Credit  Issued  for  Subsidiaries.  Notwithstanding  that a
Letter  of  Credit  issued  or  outstanding  hereunder  is  in  support  of  any
obligations  of, or is for the account of, a Subsidiary,  the Borrower  shall be
obligated to reimburse the L/C Issuer  hereunder for any and all drawings  under
such Letter of Credit.  The Borrower  hereby  acknowledges  that the issuance of
Letters of Credit for the account of  Subsidiaries  inures to the benefit of the
Borrower, and that the Borrower's business derives substantial benefits from the
businesses of such Subsidiaries.

2.04     Prepayments.

     (a) The Borrower may, upon notice to the Administrative  Agent, at any time
or from  time to time  voluntarily  prepay  Loans in  whole  or in part  without
premium or  penalty;  provided  that (i) such  notice  must be  received  by the
Administrative  Agent not later than 11:00 a.m. (A) three Business Days prior to
any  date  of  prepayment  of  Eurodollar  Rate  Loans  and  (B) on the  date of
prepayment of Base Rate Committed Loans;  (ii) any prepayment of Eurodollar Rate
Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000
in excess  thereof and any prepayment of Base Rate Loans shall be in a principal
amount of $100,000 or a whole  multiple  of $100,000 in excess  thereof;  or, in
each case, if less, the entire principal amount thereof then

<PAGE>

outstanding.  Each such notice  shall  specify  whether  such notice  relates to
Working Capital Loans or Acquisition Facility Loans, specify the date and amount
of such  prepayment  and the Type(s) of Loan to be prepaid.  The  Administrative
Agent will promptly notify each Lender of its receipt and the terms of each such
notice  and the  amount of such  Lender's  Acquisition  Facility  Percentage  or
Working Capital Percentage, as applicable, of such prepayment. If such notice is
given by the Borrower,  the Borrower shall make such  prepayment and the payment
amount  specified in such notice shall be due and payable on the date  specified
therein.  Any  prepayment of a Eurodollar  Rate Loan shall be accompanied by all
accrued  interest on the amount  prepaid,  together with any additional  amounts
required  pursuant to Section 3.05. Each such prepayment shall be applied to the
Acquisition  Facility  Loans  or  Working  Capital  Loans,  as  applicable,   in
accordance  with their  respective  Acquisition  Facility  Percentage or Working
Capital Percentage, as applicable.

     (b) If for any reason the Outstanding  Amount of all  Acquisition  Facility
Loans at any time exceeds the Aggregate Acquisition Facility Commitments then in
effect,   Borrower  shall  within  1  Business  Day  following   demand  by  the
Administrative  Agent  prepay the  Acquisition  Facility  Loans in an  aggregate
amount equal to such excess.

     (c) If for any reason the  Outstanding  Working  Capital Amount at any time
exceeds the lesser of (i) the  Aggregate  Working  Capital  Commitments  then in
effect or (ii) the Borrowing Base then in effect  (whether due to a reduction in
the Borrowing Base in accordance  with this Agreement,  or otherwise),  Borrower
shall within 1 Business Day following demand by the Administrative  Agent prepay
the Working  Capital Loans and/or Cash  Collateralize  the L/C Obligations in an
aggregate  amount equal to such  excess;  provided,  however,  that the Borrower
shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.04(c) unless after the prepayment in full of the Working Capital Loans
the  Outstanding  Amount  of all  L/C  Obligations  exceeds  the  lesser  of the
Aggregate Working Capital  Commitments then in effect or the Borrowing Base then
in effect.

     (d) Upon  receipt  of Net Sale  Proceeds  that are  Excess  Sale  Proceeds,
Borrower will immediately apply such Excess Sale Proceeds (i) first, to prepay a
principal amount of the Outstanding  Amount of Acquisition  Facility Loans equal
to the Excess  Sale  Proceeds  and (ii) next,  to the extent  such  Excess  Sale
Proceeds exceed the principal amount of the Acquisition Facility Loans, to repay
the Working Capital Loans.

     (e) If at any time any Loan Party  shall  receive  any  Equity/Senior  Debt
Proceeds,  Borrower will (i) first, prepay a principal amount of the Acquisition
Facility Loans equal to the such  Equity/Senior  Debt Proceeds and (ii) next, to
the extent such  Equity/Senior  Debt Proceeds exceed the principal amount of the
Acquisition  Facility  Loans,  prepay the  Working  Capital  Loans  and/or  Cash
Collateralize  the L/C Obligations in an aggregate  amount equal to such excess.
The foregoing  shall not be construed to permit the  incurrence of  Indebtedness
not otherwise permitted by Section 7.01.

<PAGE>

2.05     Termination or Reduction of Commitments.

     (a) The Borrower may, upon notice to the  Administrative  Agent,  terminate
the Aggregate Acquisition Facility Commitments, or from time to time permanently
reduce the Aggregate  Acquisition  Facility  Commitments;  provided that (i) any
such notice shall be received by the  Administrative  Agent not later than 11:00
a.m. five Business Days prior to the date of termination or reduction,  (ii) any
such partial  reduction  shall be in an aggregate  amount of  $1,000,000  or any
whole multiple of $100,000 in excess  thereof,  and (iii) the Borrower shall not
terminate or reduce the Aggregate  Acquisition  Facility  Commitments  if, after
giving  effect  thereto  and  to  any  concurrent  prepayments  hereunder,   the
Outstanding Amount of all Acquisition  Facility Loans would exceed the Aggregate
Acquisition Facility Commitments.  The Administrative Agent will promptly notify
the Lenders of any such notice of  termination  or  reduction  of the  Aggregate
Acquisition  Facility  Commitments.  Any reduction of the Aggregate  Acquisition
Facility  Commitments shall be applied to the Acquisition Facility Commitment of
each Lender according to its Acquisition Facility  Percentage.  All fees accrued
until  the  effective  date  of any  termination  of the  Aggregate  Acquisition
Facility Commitments shall be paid on the effective date of such termination.

     (b) The Borrower may, upon notice to the  Administrative  Agent,  terminate
the Aggregate  Working  Capital  Commitments,  or from time to time  permanently
reduce the Aggregate  Working  Capital  Commitments;  provided that (i) any such
notice shall be received by the  Administrative  Agent not later than 11:00 a.m.
five Business Days prior to the date of termination or reduction,  (ii) any such
partial  reduction  shall be in an aggregate  amount of  $1,000,000 or any whole
multiple  of  $100,000  in excess  thereof,  and (iii)  the  Borrower  shall not
terminate or reduce the Aggregate  Working Capital  Commitments if, after giving
effect  thereto and to any concurrent  prepayments  hereunder,  the  Outstanding
Working Capital Amount would exceed the Aggregate  Working Capital  Commitments.
The Administrative  Agent will promptly notify the Lenders of any such notice of
termination  or reduction of the  Aggregate  Working  Capital  Commitments.  Any
reduction of the Aggregate  Working Capital  Commitments shall be applied to the
Working  Capital  Commitment  of each Lender  according  to its Working  Capital
Percentage.  All fees accrued until the effective date of any termination of the
Aggregate  Working  Capital  Commitments  shall be paid on the effective date of
such termination.

2.06 Repayment of Loans. The Borrower shall repay to the Lenders on the Maturity
Date the aggregate principal amount of Loans outstanding on such date.

2.07     Interest.

     (a) Subject to the provisions of subsection (b) below,  (i) each Eurodollar
Rate Loan shall bear interest on the  outstanding  principal  amount thereof for
each Interest  Period at a rate per annum equal to the Eurodollar  Rate for such
Interest  Period plus the  Applicable  Rate;  and (ii) each Base Rate Loan shall
bear interest on the  outstanding  principal  amount thereof from the applicable
borrowing  date at a rate per annum  equal to the Base Rate plus the  Applicable
Rate.

<PAGE>

     (b) (i) If any  amount  of  principal  of any  Loan is not  paid  when  due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration  or  otherwise,  such amount shall  thereafter  bear  interest at a
fluctuating  interest  rate per annum at all times equal to the Default  Rate to
the fullest extent permitted by applicable Laws.

     (ii) If any  amount  (other  than  principal  of any Loan)  payable  by the
Borrower under any Loan Document is not paid when due after any applicable grace
periods, whether at stated maturity, by acceleration or otherwise, then upon the
request of the Required Lenders, such amount shall thereafter bear interest at a
fluctuating  interest  rate per annum at all times equal to the Default  Rate to
the fullest extent permitted by applicable Laws.

     (iii) Upon the request of the Required Lenders,  while any Event of Default
exists,  the  Borrower  shall  pay  interest  on  the  principal  amount  of all
outstanding  Obligations  hereunder at a fluctuating  interest rate per annum at
all  times  equal  to the  Default  Rate  to the  fullest  extent  permitted  by
applicable Laws.

     (iv) Accrued and unpaid interest on past due amounts (including interest on
past due interest) shall be due and payable upon demand.

     (c)  Interest  on each Loan  shall be due and  payable  in  arrears on each
Interest  Payment  Date  applicable  thereto  and at such other  times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the  terms  hereof  before  and  after  judgment,   and  before  and  after  the
commencement of any proceeding under any Debtor Relief Law.

2.08     Fees.  In addition to certain fees described in subsections (i) through
(k) of Section 2.03:

     (a) Commitment Fees. The Borrower shall pay to the Administrative Agent for
the  account of each  Working  Capital  Lender in  accordance  with its  Working
Capital  Percentage,  a commitment  fee equal to the  Applicable  Rate times the
actual daily amount by which the Aggregate  Working Capital  Commitments  exceed
the  Outstanding   Working  Capital  Amount.  The  Borrower  shall  pay  to  the
Administrative  Agent for the  account of each  Acquisition  Facility  Lender in
accordance with its Acquisition Facility  Percentage,  a commitment fee equal to
the  Applicable  Rate  times the  actual  daily  amount  by which the  Aggregate
Acquisition  Facility  Commitments  exceed the Outstanding Amount of Acquisition
Facility  Loans.  The  commitment  fees  shall  accrue at all times  during  the
Availability  Period,  including  at any time  during  which  one or more of the
conditions  in Article IV is not met, and shall be due and payable  quarterly in
arrears within  fifteen (15) days of the last Business Day of each March,  June,
September and December,  commencing  with the first such date to occur after the
Closing Date, and on the end of the  Availability  Period.  The commitment  fees
shall be  calculated  quarterly  in  arrears,  and if there is any change in the
Applicable  Rate during any  quarter,  the actual daily amount shall be computed
and  multiplied by the  Applicable  Rate  separately for each period during such
quarter that such Applicable Rate was in effect.

<PAGE>

     (b)  Other  Fees.  (i)  The  Borrower  shall  pay to the  Arranger  and the
Administrative  Agent for their own respective  accounts fees in the amounts and
at the times  specified in the Fee Letter.  Such fees shall be fully earned when
paid and shall not be refundable for any reason whatsoever.

     (ii) The  Borrower  shall pay to the  Lenders  such fees as shall have been
separately  agreed upon in writing in the amounts and at the times so specified.
Such fees shall be fully  earned when paid and shall not be  refundable  for any
reason whatsoever.

2.09 Computation of Interest and Fees. All computations of interest for Base
Rate Loans when the Base Rate is determined by Fleet National Bank's "prime
rate" shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest shall
be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis
of a 365-day year). Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.11(a),
bear interest for one day. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all purposes,
absent manifest error.

2.10     Evidence of Debt.

     (a) The Credit  Extensions made by each Lender shall be evidenced by one or
more  accounts or records  maintained  by such Lender and by the  Administrative
Agent in the ordinary course of business.  The accounts or records maintained by
the  Administrative  Agent and each Lender shall be conclusive  absent  manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon.  Any failure to so record or any error in
doing so shall not,  however,  limit or otherwise  affect the  obligation of the
Borrower  hereunder to pay any amount owing with respect to the Obligations.  In
the event of any conflict  between the accounts  and records  maintained  by any
Lender and the  accounts and records of the  Administrative  Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest  error.  Upon the request of any Lender made  through
the Administrative  Agent, the Borrower shall execute and deliver to such Lender
(through the  Administrative  Agent) a Note,  which shall evidence such Lender's
Loans in addition to such accounts or records.  Each Lender may attach schedules
to its Note and  endorse  thereon  the date,  Type (if  applicable),  amount and
maturity of its Loans and payments with respect thereto.

     (b) In addition to the accounts and records  referred to in subsection (a),
each Lender and the  Administrative  Agent shall maintain in accordance with its
usual  practice  accounts or records  evidencing the purchases and sales by such
Lender of  participations  in Letters of  Credit.  In the event of any  conflict
between the accounts and records maintained by the Administrative  Agent and the
accounts and records of any Lender in respect of such matters,  the accounts and
records of the  Administrative  Agent  shall  control in the absence of manifest
error.

<PAGE>

2.11     Payments Generally; Administrative Agent's Clawback.

     (a) General.  All payments to be made by the Borrower shall be made without
condition or deduction  for any  counterclaim,  defense,  recoupment  or setoff.
Except as  otherwise  expressly  provided  herein,  all payments by the Borrower
hereunder  shall be made to the  Administrative  Agent,  for the  account of the
respective Lenders to which such payment is owed, at the Administrative  Agent's
Office in Dollars and in immediately available funds not later than 2:00 p.m. on
the date specified herein. The Administrative  Agent will promptly distribute to
each  Lender its  applicable  share as provided  herein of such  payment in like
funds as received by wire transfer to such Lender's Lending Office. All payments
received by the Administrative Agent after 2:00 p.m. shall be deemed received on
the next  succeeding  Business  Day and any  applicable  interest  or fee  shall
continue to accrue.  If any payment to be made by the Borrower shall come due on
a day other than a Business  Day,  payment  shall be made on the next  following
Business  Day,  and such  extension  of time  shall be  reflected  in  computing
interest or fees, as the case may be.

     (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative  Agent  shall have  received  notice  from a Lender  prior to the
proposed date of any Borrowing  that such Lender will not make  available to the
Administrative  Agent such Lender's share of such Borrowing,  the Administrative
Agent may assume that such Lender has made such share  available on such date in
accordance  with Section 2.02 and may, in reliance  upon such  assumption,  make
available to the Borrower a corresponding amount. In such event, if a Lender has
not in  fact  made  its  share  of the  applicable  Borrowing  available  to the
Administrative  Agent,  then the  applicable  Lender and the Borrower  severally
agree to pay to the Administrative  Agent forthwith on demand such corresponding
amount in immediately  available funds with interest thereon,  for each day from
and  including  the date such amount is made  available  to the  Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the greater of the Federal Funds Rate and a
rate determined by the Administrative  Agent in accordance with banking industry
rules on interbank  compensation  and (B) in the case of a payment to be made by
the Borrower,  the interest rate  applicable to Base Rate Loans. If the Borrower
and such Lender shall pay such interest to the Administrative Agent for the same
or an overlapping  period, the Administrative  Agent shall promptly remit to the
Borrower the amount of such  interest  paid by the Borrower for such period.  If
such Lender pays its share of the  applicable  Borrowing  to the  Administrative
Agent,  then the amount so paid shall  constitute such Lender's Loan included in
such  Borrowing.  Any payment by the Borrower shall be without  prejudice to any
claim the Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent.

     (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative  Agent shall have received  notice from the Borrower prior to the
date on which any payment is due to the Administrative  Agent for the account of
the Lenders or the L/C Issuer  hereunder  that the  Borrower  will not make such
payment,  the  Administrative  Agent may assume that the  Borrower has made such
payment on such date in  accordance  herewith  and may,  in  reliance  upon such

<PAGE>

assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the
amount due. In such event,  if the Borrower  has not in fact made such  payment,
then each of the Lenders or the L/C Issuer, as the case may be, severally agrees
to  repay  to the  Administrative  Agent  forthwith  on  demand  the  amount  so
distributed  to such Lender or the L/C Issuer,  in immediately  available  funds
with interest  thereon,  for each day from and including the date such amount is
distributed  to it to but  excluding  the date of payment to the  Administrative
Agent,  at the greater of the Federal  Funds Rate and a rate  determined  by the
Administrative  Agent in  accordance  with banking  industry  rules on interbank
compensation.

         A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.

     (c) Failure to Satisfy Conditions Precedent.  If any Lender makes available
to the  Administrative  Agent  funds  for any Loan to be made by such  Lender as
provided in the foregoing  provisions of this Article II, and such funds are not
made  available  to  the  Borrower  by  the  Administrative  Agent  because  the
conditions to the  applicable  Credit  Extension set forth in Article IV are not
satisfied or waived in  accordance  with the terms  hereof,  the  Administrative
Agent shall  return such funds (in like funds as received  from such  Lender) to
such Lender, without interest.

     (d)  Obligations  of  Lenders  Several.  The  obligations  of  the  Lenders
hereunder to make Loans, to fund participations in Letters of Credit and to make
payments  pursuant to Section 10.04(c) are several and not joint. The failure of
any  Lender  to make any  Loan,  to fund any such  participation  or to make any
payment under Section 10.04(c) on any date required  hereunder shall not relieve
any other Lender of its  corresponding  obligation to do so on such date, and no
Lender shall be  responsible  for the failure of any other Lender to so make its
Loan,  to  purchase  its  participation  or to make its  payment  under  Section
10.04(c).

     (e) Funding  Source.  Nothing herein shall be deemed to obligate any Lender
to  obtain  the  funds  for any Loan in any  particular  place or  manner  or to
constitute  a  representation  by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

2.12 Sharing of Payments by Lenders. If any Lender shall, by exercising any
right of setoff or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of the Loans made by it, or the participations
in L/C Obligations held by it resulting in such Lender's receiving payment of a
proportion of the aggregate amount of such Loans or participations and accrued
interest thereon greater than its pro rata share thereof as provided herein,
then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Loans and subparticipations in L/C Obligations of the
other Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them, provided that:

<PAGE>

     (i) if any such participations or  subparticipations  are purchased and all
or  any  portion  of  the  payment  giving  rise  thereto  is  recovered,   such
participations  or  subparticipations  shall be rescinded and the purchase price
restored to the extent of such recovery, without interest; and

     (ii) the  provisions of this Section shall not be construed to apply to (x)
any payment made by the Borrower  pursuant to and in accordance with the express
terms of this Agreement or (y) any payment obtained by a Lender as consideration
for  the  assignment  of or  sale  of a  participation  in any of its  Loans  or
subparticipations in L/C Obligations to any assignee or participant,  other than
to the Borrower or any  Subsidiary  thereof (as to which the  provisions of this
Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

2.13 Borrowing Base Reporting. The Borrowing Base Reports are subject to the
procedures set forth on Schedule 2.13. Notwithstanding anything to the contrary
contained in this Agreement, Administrative Agent shall have the right to
conduct a field examination of the Borrower's operations from time to time and,
if it deems such action necessary, shall have the right to adjust the Borrowing
Base to reflect the result of such field examination.

ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

3.01     Taxes.

     (a)  Payments  Free of Taxes.  Any and all payments by or on account of any
obligation of the Borrower  hereunder or under any other Loan Document  shall be
made free and clear of and without  reduction or withholding for any Indemnified
Taxes or Other  Taxes,  provided  that if the  Borrower  shall  be  required  by
applicable law to deduct any Indemnified  Taxes (including any Other Taxes) from
such payments,  then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional sums payable under this Section) the Administrative  Agent, Lender or
L/C Issuer,  as the case may be,  receives  an amount  equal to the sum it would
have received had no such  deductions  been made,  (ii) the Borrower  shall make
such deductions and (iii) the Borrower shall timely pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

     (b) Payment of Other Taxes by the Borrower. Without limiting the provisions
of subsection  (a) above,  the Borrower  shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

<PAGE>

     (c)  Indemnification  by the  Borrower.  The Borrower  shall  indemnify the
Administrative  Agent,  each  Lender  and the L/C  Issuer,  within 10 days after
demand  therefor,  for the full amount of any  Indemnified  Taxes or Other Taxes
(including   Indemnified  Taxes  or  Other  Taxes  imposed  or  asserted  on  or
attributable to amounts  payable under this Section) paid by the  Administrative
Agent,  such  Lender or the L/C Issuer,  as the case may be, and any  penalties,
interest and  reasonable  expenses  arising  therefrom or with respect  thereto,
whether or not such  Indemnified  Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental  Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender or
the  L/C  Issuer  (with  a  copy  to  the  Administrative   Agent),  or  by  the
Administrative  Agent on its own  behalf  or on  behalf  of a Lender  or the L/C
Issuer, shall be conclusive absent manifest error.

     (d)  Evidence  of  Payments.  As soon as  practicable  after any payment of
Indemnified  Taxes or Other Taxes by the Borrower to a  Governmental  Authority,
the  Borrower  shall  deliver  to the  Administrative  Agent the  original  or a
certified copy of a receipt  issued by such  Governmental  Authority  evidencing
such payment,  a copy of the return  reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

     (e) Status of Lenders.  Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the  jurisdiction in which
the  Borrower  is  resident  for tax  purposes,  or any  treaty  to  which  such
jurisdiction is a party,  with respect to payments  hereunder or under any other
Loan Document shall deliver to the Borrower  (with a copy to the  Administrative
Agent),  at the  time  or  times  prescribed  by  applicable  law or  reasonably
requested by the Borrower or the  Administrative  Agent, such properly completed
and executed  documentation  prescribed  by  applicable  law as will permit such
payments to be made without withholding or at a reduced rate of withholding.  In
addition,  any Lender, if requested by the Borrower or the Administrative Agent,
shall  deliver  such  other  documentation   prescribed  by  applicable  law  or
reasonably  requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.

         Without limiting the generality of the foregoing, in the event that the
Borrower is resident for tax purposes in the United States, any Foreign Lender
shall deliver to the Borrower and the Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

     (i) duly completed  copies of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a
party,

     (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

<PAGE>

     (iii)  in the  case  of a  Foreign  Lender  claiming  the  benefits  of the
exemption  for  portfolio  interest  under  section  881(c) of the  Code,  (x) a
certificate  to the effect that such Foreign  Lender is not (A) a "bank"  within
the meaning of section  881(c)(3)(A) of the Code, (B) a "10 percent shareholder"
of the Borrower within the meaning of  section881(c)(3)(B) of the Code, or (C) a
"controlled foreign  corporation"  described in section 881(c)(3)(C) of the Code
and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or
(iv)     any other form prescribed by applicable law as a basis for claiming
         exemption from or a reduction in United States Federal withholding tax
         duly completed together with such supplementary documentation as may be
         prescribed by applicable law to permit the Borrower to determine the
         withholding or deduction required to be made.

     (f) Treatment of Certain Refunds.  If the Administrative  Agent, any Lender
or the L/C Issuer  determines,  in its sole  discretion,  that it has received a
refund of any Taxes or Other  Taxes as to which it has been  indemnified  by the
Borrower  or with  respect to which the  Borrower  has paid  additional  amounts
pursuant to this  Section,  it shall pay to the Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts
paid,  by the  Borrower  under this  Section  with respect to the Taxes or Other
Taxes  giving rise to such  refund),  net of all  out-of-pocket  expenses of the
Administrative  Agent,  such Lender or the L/C  Issuer,  as the case may be, and
without  interest  (other than any interest  paid by the  relevant  Governmental
Authority  with respect to such refund),  provided  that the Borrower,  upon the
request of the  Administrative  Agent, such Lender or the L/C Issuer,  agrees to
repay the amount  paid over to the  Borrower  (plus any  penalties,  interest or
other  charges   imposed  by  the  relevant   Governmental   Authority)  to  the
Administrative   Agent,  such  Lender  or  the  L/C  Issuer  in  the  event  the
Administrative  Agent,  such  Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make available
its tax  returns (or any other  information  relating to its taxes that it deems
confidential) to the Borrower or any other Person.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or
that any Governmental Authority has asserted that it is unlawful, for any Lender
or its applicable Lending Office to make, maintain or fund Eurodollar Rate
Loans, or to determine or charge interest rates based upon the Eurodollar Rate,
or any Governmental Authority has imposed material restrictions on the authority
of such Lender to purchase or sell, or to take deposits of, Dollars in the
London interbank market, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate
Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain

<PAGE>

such Eurodollar  Rate Loans to such day, or immediately,  if such Lender may not
lawfully  continue  to  maintain  such  Eurodollar  Rate  Loans.  Upon  any such
prepayment or conversion,  the Borrower  shall also pay accrued  interest on the
amount so prepaid or converted.

3.03 Inability to Determine Rates. If the Required Lenders determine that for
any reason in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (a) Dollar deposits are not being
offered to banks in the London interbank eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan, or
(c) the Eurodollar Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to
such Lenders of funding such Loan, the Administrative Agent will promptly so
notify the Borrower and each Lender. Thereafter, the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

3.04     Increased Costs; Capital Adequacy; Reserves on Eurodollar Rate Loans.

     (a) Increased Costs Generally. If any Change in Law shall:

     (i)  impose,  modify  or deem  applicable  any  reserve,  special  deposit,
compulsory  loan,  insurance  charge or similar  requirement  against assets of,
deposits with or for the account of, or credit  extended or  participated in by,
any Lender (except any reserve  requirement  contemplated by Section 3.04(e)) or
the L/C Issuer;

     (ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever
with respect to this Agreement,  any Letter of Credit,  any  participation  in a
Letter  of  Credit or any  Eurodollar  Loan  made by it, or change  the basis of
taxation of payments to such Lender or the L/C Issuer in respect thereof (except
for Indemnified  Taxes or Other Taxes covered by Section 3.01 and the imposition
of, or any change in the rate of, any Excluded Tax payable by such Lender or the
L/C Issuer); or

     (iii) impose on any Lender or the L/C Issuer or the London interbank market
any other  condition,  cost or expense  affecting  this  Agreement or Eurodollar
Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender

<PAGE>

or the L/C Issuer,  the Borrower  will pay to such Lender or the L/C Issuer,  as
the case may be,  such  additional  amount or  amounts as will  compensate  such
Lender or the L/C Issuer, as the case may be, for such additional costs incurred
or reduction suffered.

     (b) Capital  Requirements.  If any Lender or the L/C Issuer determines that
any Change in Law affecting  such Lender or the L/C Issuer or any Lending Office
of such Lender or such  Lender's or the L/C Issuer's  holding  company,  if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the L/C Issuer's capital or on the capital of such
Lender's or the L/C Issuer's holding  company,  if any, as a consequence of this
Agreement,   the   Commitments   of  such  Lender  or  the  Loans  made  by,  or
participations  in Letters of Credit  held by,  such  Lender,  or the Letters of
Credit issued by the L/C Issuer,  to a level below that which such Lender or the
L/C Issuer or such  Lender's  or the L/C  Issuer's  holding  company  could have
achieved but for such Change in Law (taking into  consideration such Lender's or
the L/C Issuer's  policies and the policies of such Lender's or the L/C Issuer's
holding  company with respect to capital  adequacy),  then from time to time the
Borrower  will pay to such  Lender or the L/C  Issuer,  as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such  Lender's  or the L/C  Issuer's  holding  company  for any  such  reduction
suffered.

     (c)  Certificates for  Reimbursement.  A certificate of a Lender or the L/C
Issuer setting forth the amount or amounts  necessary to compensate  such Lender
or the L/C Issuer or its holding  company,  as the case may be, as  specified in
subsection  (a) or (b) of this Section and  delivered  to the Borrower  shall be
conclusive  absent manifest error. The Borrower shall pay such Lender or the L/C
Issuer,  as the case may be,  the  amount  shown as due on any such  certificate
within five (5) days after receipt thereof.

     (d) Delay in  Requests.  Failure  or delay on the part of any Lender or the
L/C Issuer to demand compensation  pursuant to the foregoing  provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender or the L/C Issuer  pursuant to the  foregoing  provisions of
this Section for any increased  costs incurred or reductions  suffered more than
nine months  prior to the date that such  Lender or the L/C Issuer,  as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's or the L/C Issuer's  intention to claim
compensation  therefor  (except  that,  if the Change in Law giving rise to such
increased  costs  or  reductions  is  retroactive,  then the  nine-month  period
referred to above shall be extended to include the period of retroactive  effect
thereof).

     (e)  Reserves on  Eurodollar  Rate Loans.  The  Borrower  shall pay to each
Lender,  as long as such Lender  shall be required  to  maintain  reserves  with
respect to liabilities or assets consisting of or including  Eurocurrency  funds
or deposits (currently known as "Eurocurrency liabilities"), additional interest
on the unpaid  principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves  allocated to such Loan by such Lender (as  determined by
such Lender in good faith, which determination shall be conclusive), which shall
be due and  payable  on each date on which  interest  is  payable  on such Loan,
provided the Borrower  shall have  received at least ten (10) days'

<PAGE>

prior  notice  (with  a copy to the  Administrative  Agent)  of such  additional
interest from such Lender.  If a Lender fails to give notice ten (10) days prior
to the relevant Interest Payment Date, such additional interest shall be due and
payable ten (10) days from receipt of such notice.

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

     (a) any continuation,  conversion,  payment or prepayment of any Loan other
than a Base Rate Loan on a day other  than the last day of the  Interest  Period
for  such  Loan  (whether  voluntary,   mandatory,   automatic,   by  reason  of
acceleration, or otherwise);

     (b) any  failure by the  Borrower  (for a reason  other than the failure of
such  Lender to make a Loan) to prepay,  borrow,  continue  or convert  any Loan
other  than a Base  Rate  Loan on the  date  or in the  amount  notified  by the
Borrower; or

     (c) any  assignment of a Eurodollar  Rate Loan on a day other than the last
day of the  Interest  Period  therefor as a result of a request by the  Borrower
pursuant to Section 10.13;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.

3.06     Mitigation Obligations; Replacement of Lenders.

     (a)  Designation  of a Different  Lending  Office.  If any Lender  requests
compensation  under  Section  3.04,  or the  Borrower  is  required  to pay  any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section  3.02,  then such Lender  shall use  reasonable  efforts to  designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and  obligations  hereunder  to another of its  offices,  branches or
affiliates,  if, in the judgment of such Lender,  such designation or assignment
(i) would eliminate or reduce amounts payable  pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as  applicable,  and (ii) in each case,  would not subject such
Lender  to  any  unreimbursed  cost  or  expense  and  would  not  otherwise  be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs  and  expenses  incurred  by  any  Lender  in  connection  with  any  such
designation or assignment.

<PAGE>

     (b)  Replacement  of Lenders.  If any Lender  requests  compensation  under
Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any  Governmental  Authority for the account of any Lender pursuant to
Section 3.01,  the Borrower may replace such Lender in  accordance  with Section
10.13.

3.07 Survival. All of the Borrower's obligations under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.

ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuer
and each Lender to make its initial Credit Extension hereunder is subject to
satisfaction of the following conditions precedent:

     (a) The  Administrative  Agent's  receipt of the  following,  each of which
shall be  originals  or  telecopies  (followed  promptly  by  originals)  unless
otherwise  specified,  each properly  executed by a  Responsible  Officer of the
signing Loan Party, each dated the Closing Date (or, in the case of certificates
of  governmental  officials,  a recent date before the Closing Date) and each in
form and  substance  satisfactory  to the  Administrative  Agent and each of the
Lenders:

     (i) executed counterparts of this Agreement and the Guaranty, sufficient in
number  for  distribution  to the  Administrative  Agent,  each  Lender  and the
Borrower;

     (ii) a Note  executed by the Borrower in favor of each Lender  requesting a
Note;

     (iii) each Security Document listed in the Security Schedule;

     (iv)  such   certificates  of  resolutions  or  other  action,   incumbency
certificates  and/or other  certificates  of  Responsible  Officers of each Loan
Party as the Administrative Agent may require evidencing the identity, authority
and  capacity  of  each  Responsible  Officer  thereof  authorized  to  act as a
Responsible  Officer  in  connection  with this  Agreement  and the  other  Loan
Documents to which such Loan Party is a party;

     (v) such  documents  and  certifications  as the  Administrative  Agent may
reasonably require to evidence that each Loan Party is duly organized or formed,
and that the Borrower,  each Guarantor is validly existing, in good standing and
qualified to engage in business in each jurisdiction where its ownership,  lease
or  operation  of  properties  or the  conduct  of its  business  requires  such
qualification,  except to the extent that failure to do so could not  reasonably
be expected to have a Material  Adverse  Change and each  jurisdiction  in which
such Loan Party owns property subject to the Security Documents;

<PAGE>

     (vi) a  favorable  opinion  of (i)  Jenkens  &  Gilchrist,  a  Professional
Corporation,  special  Texas  counsel  to the  Loan  Parties,  addressed  to the
Administrative  Agent and each Lender,  as to the matters set forth in Exhibit H
and such other matters concerning the Loan Parties and the Loan Documents as the
Required Lenders may reasonably request and (ii) local counsel for the states of
Alabama,  Florida,  Louisiana and  Mississippi  satisfactory  to  Administrative
Agent;

     (vii) A certificate of a Responsible  Officer of each Loan Party either (A)
attaching copies of all consents,  licenses and approvals required in connection
with the execution, delivery and performance by such Loan Party and the validity
against such Loan Party of the Loan  Documents to which it is a party,  and such
consents,  licenses  and  approvals  shall be in full force and  effect,  or (B)
stating that no such consents, licenses or approvals are so required;

     (viii) The Initial Financial Statements;

     (ix) Financial  projections for Borrower and its  Subsidiaries  through May
2008, in form and substance reasonably satisfactory to Administrative Agent;

     (x) Certificates or binders evidencing Loan Parties' insurance in effect on
the date  hereof  naming  Administrative  Agent  as loss  payee  and  additional
insured;

     (xi) A certificate signed by the chief executive officer of General Partner
in form and detail acceptable to  Administrative  Agent confirming the insurance
that is in effect as of the date hereof and  certifying  that such  insurance is
customary for the businesses conducted by Loan Parties and is in compliance with
the requirements of this Agreement;

     (xii) Certificates from the chief financial officer of General Partner,  in
substantially  the form of Exhibit J hereto,  attesting  to the Solvency of each
Loan Party before and after giving effect to the  transactions  contemplated  by
this Agreement;

     (xiii) A Risk Management  Policy,  satisfactory  to Required  Lenders shall
have been adopted by Loan Parties (the "Risk Management Policy");

     (xiv) The Borrowing  Base (based on the Borrowing Base Report as of May 25,
2004) shall be at least  $15,000,000 more than the initial  Outstanding  Working
Capital  Amount on the Closing Date after giving  effect to the Working  Capital
Loans and Letters of Credit  requested for such date, and General  Partner shall
have delivered to the Administrative Agent a Borrowing Base Report in reasonable
detail demonstrating compliance with this requirement;

     (xv)  A  certificate  signed  by a  Responsible  Officer  of  the  Borrower
certifying (A) that the conditions specified in Sections 4.02(a),  (b), (c), and

<PAGE>

(d) have been  satisfied,  and (B) that there has been no event or  circumstance
since  the date of the  Initial  Financial  Statements  that has had or could be
reasonably expected to have, either individually or in the aggregate, a Material
Adverse Change;

     (xvi) A duly  completed  Compliance  Certificate  as of the last day of the
Fiscal  Quarter of the Borrower most  recently  ended prior to the Closing Date,
signed by a Responsible Officer of the Borrower;

     (xvii) The Administrative  Agent shall have received evidence  satisfactory
to it that (i) all Loans (as defined in the Existing  Credit  Agreement)  of the
Lenders (as defined in the Existing Credit Agreement) which will not execute and
deliver an Addendum (and will not have a Commitment  hereunder)  with respect to
this Agreement  ("Exiting  Lenders")  shall have been or shall  concurrently  be
repaid in full,  together with any accrued interest thereon and any accrued fees
payable to such  Exiting  Lenders  under the  Existing  Credit  Agreement to but
excluding the Closing Date, and (ii) the  commitments  under the Existing Credit
Agreement  of such  Exiting  Lenders  shall have been or shall  concurrently  be
terminated; and

     (xviii)  Such  other  assurances,  certificates,   documents,  consents  or
opinions as the  Administrative  Agent,  the L/C Issuer or the Required  Lenders
reasonably may require.

     (b) Any fees  required to be paid on or before the Closing  Date shall have
been paid.

     (c) Unless waived by the Administrative Agent, the Borrower shall have paid
all fees,  charges and disbursements of counsel to the  Administrative  Agent to
the  extent  invoiced  prior to or on the  Closing  Date,  plus such  additional
amounts  of such  fees,  charges  and  disbursements  as  shall  constitute  its
reasonable  estimate of such fees,  charges and disbursements  incurred or to be
incurred by it through  the closing  proceedings  (provided  that such  estimate
shall not thereafter  preclude a final settling of accounts between the Borrower
and the Administrative Agent).

     (d)  All  interest  and  all  fees in  respect  of  letters  of  credit  or
commitments under the Existing Credit Agreement accrued through the Closing Date
shall have been paid.

         Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement 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 a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor
any Request for Credit Extension (other than a Loan Notice requesting only a
conversion of

<PAGE>

Loans to the other Type, or a continuation  of Eurodollar Rate Loans) is subject
to the following conditions precedent:

     (a) The  representations and warranties of the Borrower and each other Loan
Party contained in Article V or any other Loan Document,  or which are contained
in any  document  furnished  at any time  under  or in  connection  herewith  or
therewith,  shall  be true  and  correct  on and as of the  date of such  Credit
Extension,  except  to the  extent  that  such  representations  and  warranties
specifically  refer to an  earlier  date,  in which  case they shall be true and
correct as of such  earlier  date,  and except that for purposes of this Section
4.02,  the  representations  and  warranties  contained in Section 5.06 shall be
deemed to refer to the most recent statements  furnished pursuant to clauses (a)
and (b), respectively, of Section 6.02.

     (b) No Default  shall  exist,  or would  result from such  proposed  Credit
Extension or from the application of the proceeds thereof.

     (c) No Material  Adverse  Change  shall have  occurred  to, and no event or
circumstances  shall have occurred that could  reasonably be expected to cause a
Material  Adverse Change to, Genesis Energy,  L.P.'s or Borrower's  Consolidated
financial  condition  or  businesses  since  the date of the  Initial  Financial
Statements.

     (d) Each Loan Party shall be Solvent.

     (e) The making of such Loan or the  issuance of such Letter of Credit shall
not be  prohibited by any law and shall not subject any Lender or any L/C Issuer
to any penalty or other onerous condition under or pursuant to any such law.

     (f) The Administrative Agent and, if applicable,  the L/C Issuer shall have
received a Request for Credit  Extension  in  accordance  with the  requirements
hereof.

     (g) Administrative  Agent shall have received all documents and instruments
which Administrative Agent has then reasonably  requested,  in addition to those
described in Section 4.01 (including  opinions of legal counsel for Loan Parties
and Administrative Agent; corporate documents and records;  documents evidencing
governmental authorizations,  consents,  approvals, licenses and exemptions; and
certificates of public officials and of officers and representatives of Borrower
and other  Persons),  as to (i) the accuracy and validity of or compliance  with
all  representations,  warranties  and covenants  made by any Loan Party in this
Agreement and the other Loan Documents,  (ii) the satisfaction of all conditions
contained herein or therein,  and (iii) all other matters  pertaining hereto and
thereto.  All such additional documents and instruments shall be satisfactory to
Administrative Agent in form, substance and date.

         Each Request for Credit Extension (other than a Loan Notice requesting
only a conversion of Loans to the other Type or a continuation of Eurodollar
Rate Loans) submitted by the Borrower shall be deemed to be a representation and
warranty that the conditions specified in Sections 4.02(a), (b), (c) and (d)
have been satisfied on and as of the date of the applicable Credit Extension.

<PAGE>

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

     The  Borrower,  General  Partner and Genesis  Energy,  L.P.  represent  and
warrant to the Administrative Agent and the Lenders that:

5.01 No Default. No Loan Party is in default in the performance of any of the
covenants and agreements contained in any Loan Document. No event has occurred
and is continuing which constitutes a Default. No Loan Party is in default under
or with respect to any Contractual Obligation that could, either individually or
in the aggregate, reasonably be expected to cause a Material Adverse Change.

5.02 Organization and Good Standing. Each Loan Party is duly organized, validly
existing and in good standing under the Laws of its jurisdiction of
organization, having all powers required to carry on its business and enter into
and carry out the transactions contemplated hereby. Each Loan Party is duly
qualified, in good standing, and authorized to do business in all other
jurisdictions wherein the character of the properties owned or held by it or the
nature of the business transacted by it makes such qualification necessary
except where the failure to so qualify would not cause a Material Adverse
Change.

5.03 Authorization. Each Loan Party has duly taken all action necessary to
authorize the execution and delivery by it of the Loan Documents to which it is
a party and to authorize the consummation of the transactions contemplated
thereby and the performance of its obligations thereunder. Borrower is duly
authorized to borrow funds hereunder.

5.04 No Conflicts or Consents. The execution and delivery by the various Loan
Parties of the Loan Documents to which each is a party, the performance by each
of its obligations under such Loan Documents, and the consummation of the
transactions contemplated by the various Loan Documents, do not and will not (i)
conflict with any provision of (1) any Law, (2) the Organization Documents of
any Loan Party or any of its Affiliates, or (3) any agreement, judgment,
license, order or permit applicable to or binding upon any Loan Party or any of
its Affiliates, (ii) result in the acceleration of any Indebtedness owed by any
Loan Party or any of its Affiliates, or (iii) result in or require the creation
of any Lien upon any assets or properties of any Loan Party or any of its
Affiliates except as expressly contemplated in the Loan Documents. Except as
expressly contemplated in the Loan Documents or disclosed in Schedule 5.04, no
permit, consent, approval, authorization or order of, and no notice to or
filing, registration or qualification with, any Governmental Authority or third
party is required in connection with the execution, delivery or performance by
any Loan Party of any Loan Document or to consummate any transactions
contemplated by the Loan Documents.

5.05 Enforceable Obligations. This Agreement is, and the other Loan Documents
when duly executed and delivered will be, legal, valid and binding obligations
of each Loan Party which is a party hereto or thereto, enforceable in accordance
with their terms except as such enforcement may be limited by bankruptcy,
insolvency or similar Laws of general application relating to the enforcement of
creditors' rights.

5.06 Initial Financial Statements. Genesis Energy, L.P. and Borrower have
heretofore delivered to each Lender true, correct and complete copies of the
Initial Financial Statements. The Initial Financial Statements fairly present
Genesis Energy, L.P.'s and Borrower's Consolidated financial position at the
date thereof and the Consolidated results of

<PAGE>

Genesis Energy,  L.P.'s and Borrower operations for the periods thereof,  and in
the case of the annual Initial Financial Statements, Consolidated cash flows for
the period thereof.  Since the date of the annual Initial Financial  Statements,
no Material  Adverse  Change has occurred,  except as reflected in the quarterly
Initial  Financial  Statements or in the Schedule  5.06.  All Initial  Financial
Statements were prepared in accordance with GAAP.

5.07 Other Obligations and Restrictions. No Loan Party has any outstanding
Liabilities of any kind (including contingent obligations, tax assessments, and
unusual forward or long-term commitments) which are, in the aggregate, material
to Genesis Energy, L.P. or Borrower or material with respect to Genesis Energy,
L.P.'s or Borrower's Consolidated financial condition and not shown in the
Initial Financial Statements, disclosed in Schedule 5.07 or otherwise permitted
under Section 7.01. Except as shown in the Initial Financial Statements or
disclosed in Schedule 5.07, no Loan Party is subject to or restricted by any
franchise, deed, charter restriction, or other instrument or restriction or
Contractual Obligation which could cause a Material Adverse Change. Each Loan
Party has paid all taxes, assessments, and other governmental charges or levies
imposed upon it or upon its income, profits or property, except to the extent
that any of the foregoing is not yet due or is being in good faith contested as
permitted by Section 6.07.

5.08 Full Disclosure. No certificate, statement or other information delivered
herewith or heretofore by any Loan Party to any Lender in connection with the
negotiation of this Agreement or in connection with any transaction contemplated
hereby contains any untrue statement of a material fact or omits to state any
material fact necessary to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading as of the
date made or deemed made. All written information furnished after the date
hereof by or on behalf of any Loan Party to Administrative Agent or any Lender
in connection with this Agreement and the other Loan Documents and the
transactions contemplated hereby and thereby will be true, complete and accurate
in every material respect in light of the circumstances in which made, or based
on reasonable estimates on the date as of which such information is stated or
certified. There is no fact known to any Loan Party that is not shown in the
Initial Financial Statements or disclosed in Schedule 5.08 which could
reasonably be expected to cause a Material Adverse Change.

5.09 Litigation. Except as disclosed in the Initial Financial Statements or in
Schedule 5.09: (i) there are no actions, suits or legal, equitable, arbitrative
or administrative proceedings pending, or to the knowledge of any Loan Party
threatened, against any Loan Party or affecting any Collateral (including,
without limitation, any which challenge or otherwise pertain to any Loan Party's
title to any Collateral) before any Governmental Authority which could
reasonably be expected to cause a Material Adverse Change, and (ii) there are no
outstanding judgments, injunctions, writs, rulings or orders by any such
Governmental Authority against any Loan Party or any Loan Party's stockholders,
partners, directors or officers or affecting any Collateral which could
reasonably be expected to cause a Material Adverse Change.

5.10 Labor Disputes and Acts of God. Except as disclosed in Schedule 5.10,
neither the business nor the properties of any Loan Party has been affected by
any fire, explosion, accident, strike, lockout or other labor dispute, drought,
storm, hail, earthquake, embargo, act of God or of the public enemy or other
casualty (whether or not covered by insurance), which could reasonably be
expected to cause a Material Adverse Change.

<PAGE>

5.11 Pension Plans and Liabilities. All currently existing Pension Plans are
listed in Schedule 5.11. Except as disclosed in the Initial Financial Statements
or in Schedule 5.11, no ERISA Event has occurred with respect to any Pension
Plan and all ERISA Affiliates are in compliance with ERISA in all material
respects. No ERISA Affiliate is required to contribute to, or has any other
absolute or contingent liability in respect of, any "multiemployer plan" as
defined in Section 4001 of ERISA. Except as set forth in Schedule 5.11: (i) no
"accumulated funding deficiency" (as defined in Section 412(a) of the Code
exists with respect to any Pension Plan, whether or not waived by the Secretary
of the Treasury or his delegate, and (ii) the amount of unfunded benefit
liabilities as defined in Section 4001(a)(18) of ERISA of each Pension Plan does
not exceed $250,000.

5.12 Compliance with Laws. Except as set forth in Schedule 5.12, each Loan Party
has all permits, licenses and authorizations required in connection with the
conduct of its businesses, except where the failure to have such permits,
licenses and authorizations would not result in a Material Adverse Change. Each
Loan Party is in compliance with the terms and conditions of all such permits,
licenses and authorizations, and is also in compliance with all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in any Law or in any regulation,
code, plan, order, decree, judgment, injunction, notice or demand letter issued,
entered, promulgated or approved thereunder, and no Loan Party is aware of any
facts or circumstances that could reasonably be expected to result in
non-compliance as described in this Section 5.12, except where the failure to be
in compliance would not result in a Material Adverse Change. Without limiting
the foregoing, each Loan Party (i) has filed and maintained all tariffs
applicable to its business with each applicable commission and (ii) all such
tariffs are in compliance with all Laws administered or promulgated by each
applicable commission and (iii) has imposed charges on its customers in
compliance with such tariffs or otherwise in compliance with law. As used
herein, "commission" includes the Federal Energy Regulatory Commission, the
Texas Railroad Commission and each other US federal, state, or local
governmental department, commission, board, bureau, agency or instrumentality
having jurisdiction over any Loan Party or its properties.

5.13 Environmental Laws. As used in this section: "CERCLA" means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, "CERCLIS" means the Comprehensive Environmental Response, Compensation
and Liability Information System List of the Environmental Protection Agency,
and "Release" has the meaning given such term in 42 U.S.C. ss. 9601(22). Without
limiting the provisions of Section 5.12 and except as set forth in Schedule
5.13:

     (a) No notice,  notification,  demand,  request for information,  citation,
summons or order has been  issued,  no  complaint  has been  filed  and,  to the
knowledge of any Loan Party,  none are threatened,  no penalty has been assessed
and,  to  the  knowledge  of  any  Loan  Party,  none  are  threatened,  and  no
investigation or review is pending or threatened by any  Governmental  Authority
or any  other  Person  with  respect  to any of the  following  (i) any  alleged
generation, treatment, storage, recycling, transportation,  disposal, or Release
of any Hazardous Materials, either by any Loan Party or on any property owned or
operated by any Loan Party,  (ii) any  remedial  action which might be needed to
respond  to  any  such  alleged  generation,   treatment,   storage,  recycling,
transportation,  disposal,  or Release,  (iii) any  alleged  failure by any Loan
Party to have, or

<PAGE>

to be in  compliance  with,  any permit,  license or  authorization  required in
connection  with  the  conduct  of its  business  or with  respect  to any  such
generation, treatment, storage, recycling, transportation, disposal, or Release,
or (iv) any allegation of any non-compliance with any Environmental Law.

     (b) No Loan Party otherwise has any known material contingent  liability in
connection  with  any  alleged  generation,   treatment,   storage,   recycling,
transportation, disposal, or Release of any Hazardous Materials.

     (c) No Loan Party has  handled  any  Hazardous  Materials,  other than as a
generator, on any properties now or previously owned or leased by any Loan Party
to an extent that such handling has caused,  or could cause, a Material  Adverse
Change.

     (d) Except as would not be reasonably  expected to cause a Material Adverse
Change:

     (i) no PCBs are or have been present at any  properties  now or  previously
owned, operated or leased by any Loan Party;

     (ii) no asbestos is or has been present at any properties now or previously
owned, operated or leased by any Loan Party;

     (iii) there are no underground storage tanks,  active or abandoned,  at any
properties now or previously owned, operated or leased by any Loan Party; and

     (iv) no  Hazardous  Materials  have  been  Released  at,  on or  under  any
properties now or previously owned, operated or leased by any Loan Party.

     (e) No Loan Party has  transported  or arranged for the  transportation  or
disposition  of any  Hazardous  Material to any location  which is listed on the
National  Priorities  List  under  CERCLA,  any  location  listed  for  possible
inclusion on the National Priorities List by the Environmental Protection Agency
in CERCLIS,  or any  location  listed on any similar  state list or which is the
subject of federal,  state or local enforcement actions or other  investigations
which may lead to claims  against any Loan Party for  clean-up  costs,  remedial
work, damages to natural resources or for personal injury claims, including, but
not limited to, claims under CERCLA.

     (f) No property  now or  previously  owned,  operated or leased by any Loan
Party  is  listed  or  proposed  for  listing  on  the  National  Priority  list
promulgated  pursuant  to CERCLA,  in CERCLIS,  or on any similar  state list of
sites requiring investigation or clean-up.

     (g) There are no Liens arising under or pursuant to any Environmental  Laws
on any of the real  properties  or properties  owned,  operated or leased by any
Loan Party, and no government actions of which Borrower is aware have been taken
or are threatened  which could subject any of such properties to such Liens; nor
would any Loan Party be

<PAGE>

required  to place  any  notice  or  restriction  relating  to the  presence  of
Hazardous  Materials  at  any  properties  owned  by  it in  any  deed  to  such
properties.

     (h)  There  have been no  environmental  investigations,  studies,  audits,
tests,  reviews  or  other  analyses  for  surface  water,  ground  water,  soil
contamination  or natural  resource damages relating to the Release of Hazardous
Materials  conducted  by or which  are in the  possession  of any Loan  Party in
relation to any  properties  or facility now or  previously  owned,  operated or
leased by any Loan Party which have not been made  available  to  Administrative
Agent.

     (i) All Loan Parties are conducting their businesses in material compliance
with all applicable  Environmental  Laws, and all past  non-compliance with such
Environmental Laws have been resolved without ongoing  obligations or costs; and
no Loan Party has filed any notice under any Law indicating that any such Person
is responsible for the improper  release into the  environment,  or the improper
storage or disposal,  of any material amount of any Hazardous  Materials or that
any Hazardous Materials have been improperly released,  or are improperly stored
or disposed of, upon any property of any such Person.

     (j) Schedule 5.13 sets out (i) the amounts expended by Loan Parties through
April 30, 2004 to pay (x) vendors,  (y) spill claimants,  and (z) clean up costs
incurred in  connection  with the  Pipeline  Release  (collectively,  the "Spill
Costs"),  (ii) the  estimated  amount of  additional  Spill  Costs which will be
incurred  by the Loan  Parties  in the  future,  (iii) the  amount of  insurance
payments received by Loan Parties through April 30, 2004 to pay for Spill Costs,
and (iv) the estimated amount of future insurance payments that the Loan Parties
anticipate receiving to pay for Spill Costs.

5.14 Names and Places of Business. No Loan Party has, during the preceding five
years, had, been known by, or used any other trade or fictitious name, except as
disclosed in Schedule 5.14. Except as otherwise indicated in Schedule 5.14, the
chief executive office and principal place of business of each Loan Party are
(and since the dates of initial formation of such Loan Parties have been)
located at the address of Borrower set out in Section 10.02. Except as indicated
in Schedule 5.14 or otherwise disclosed in writing to the Administrative Agent,
no Loan Party has any other office or place of business.

5.15 Borrower's Subsidiaries. Borrower does not presently have any Subsidiary or
own any stock in any other corporation or association except those listed in
Schedule 5.15 or disclosed to Administrative Agent in writing. Neither Borrower
nor any Loan Party is a member of any general or limited partnership, limited
liability company, corporation, joint venture or association of any type
whatsoever except those listed in Schedule 5.15 or disclosed to Administrative
Agent in writing. Borrower owns, directly or indirectly, the equity interest in
each of its Subsidiaries which is indicated in Schedule 5.15 or as disclosed to
Administrative Agent in writing.

5.16 Title to Properties; Licenses. Each Loan Party has good and defensible
title to all of its material properties and assets, free and clear of all Liens
other than Permitted Liens and of all material impediments to the use of such
properties and assets in such Loan Party's business. Each Loan Party possesses
all licenses, permits, franchises, patents, copyrights,

<PAGE>

trademarks  and trade  names,  and other  intellectual  property  (or  otherwise
possesses the right to use such  intellectual  property without violation of the
rights of any other  Person)  which are  necessary  to carry out its business as
presently conducted and as presently proposed to be conducted hereafter,  except
to the extent that such failure to possess  could not  reasonably be expected to
cause a  Material  Adverse  Change,  and no Loan  Party is in  violation  in any
material  respect  of the  terms  under  which it  possesses  such  intellectual
property or the right to use such intellectual property.

5.17     Government Regulation.

     (a) Borrower is not engaged and will not engage,  principally  or as one of
its important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending  credit for
the purpose of purchasing or carrying margin stock.

     (b) Neither Borrower nor any other Loan Party owing  Obligations is subject
to regulation  under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Investment Company Act of 1940 (as any of the preceding acts have
been  amended) or any other Law which  regulates the incurring by such Person of
Indebtedness, including Laws relating to common contract carriers or the sale of
electricity, gas, steam, water or other public utility services.

5.18 Insider. No Loan Party, nor any Person having "control" (as that term is
defined in 12 U.S.C. ss. 375b(9) or in regulations promulgated pursuant thereto)
of any Loan Party, is a "director" or an "executive officer" or "principal
shareholder" (as those terms are defined in 12 U.S.C. ss. 375b(8) or (9) or in
regulations promulgated pursuant thereto) of any Lender, of a bank holding
company of which any Lender is a Subsidiary or of any Subsidiary of a bank
holding company of which any Lender is a Subsidiary.

5.19 Solvency. Upon giving effect to the issuance of the Notes, the execution of
this Agreement and the other Loan Documents by Borrower and each Guarantor and
the consummation of the transactions contemplated hereby and thereby, (i)
Borrower and each Guarantor will be Solvent and the sum of Borrower's and each
Guarantor's absolute and contingent liabilities, including the Obligations or
Guarantees, shall not exceed the fair market value of such Loan Party's assets,
and (ii) Borrower's and each Guarantor's capital should be adequate for the
businesses in which such Loan Party is engaged and intends to be engaged.
Neither Borrower nor any Loan Party has incurred (whether under the Loan
Documents or otherwise), nor does any Loan Party intend to incur or believe that
it will incur, debts which will be beyond its ability to pay as such debts
mature.

5.20 Credit Arrangements. Except as set forth on Schedule 5.20, no Affiliate of
any Loan Party is party to or subject to any credit agreement, loan agreement,
indenture, purchase agreement, guaranty or other arrangement providing for or
otherwise relating to any Indebtedness or any extension of credit (or commitment
for any extension of credit) that creates by a covenant of such Affiliate or
otherwise, any limitation or restriction of any action of any Loan Party or any
obligation that any Loan Party be caused to take any action.

5.21 Real Property. Set forth on Part I of Schedule 5.21 hereto is a complete
and accurate list of all real property owned by any Loan Party or any of its
Subsidiaries (other than

<PAGE>

Injection Stations), showing as of the date hereof the street address, county or
other  relevant  jurisdiction,  state,  record owner and book and estimated fair
value  thereof.  Each Loan Party or such  Subsidiary  has good,  marketable  and
insurable fee simple title to such real  property,  free and clear of all Liens,
other than  Permitted  Liens and other Liens  created or  permitted  by the Loan
Documents.  Set  forth on Part II of  Schedule  5.21  hereto is a  complete  and
accurate list of all leases of real  property  under which any Loan Party or any
of its Subsidiaries is the lessee (other than Injection Stations), showing as of
the date  hereof  the street  address,  county or other  relevant  jurisdiction,
state, lessor, lessee, expiration date and annual rental cost thereof. Each such
lease  is the  legal,  valid  and  binding  obligation  of the  lessor  thereof,
enforceable in accordance with its terms.

5.22 Insurance. The properties of the Loan Parties are insured with financially
sound and reputable insurance companies not Affiliates of the Loan Parties, in
such amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the applicable Loan Parties operate.

ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower, General Partner and Genesis
Energy, L.P., covenant and agree:

6.01 Payment and Performance. Each Loan Party will pay all amounts due under the
Loan Documents, to which it is a party, in accordance with the terms thereof and
will observe, perform and comply with every covenant, term and condition
expressed in the Loan Documents to which it is a party.

6.02 Books, Financial Statements and Reports. Each Loan Party will at all times
maintain full and accurate books of account and records. Genesis Energy, L.P.
and Borrower will maintain and will cause their Subsidiaries to maintain a
standard system of accounting, will maintain its Fiscal Year, and will furnish
the following statements and reports to each Lender at Loan Parties' expense:

     (a) As soon as  available,  and in any event  within  ninety days (90) days
after the end of each Fiscal Year (i) complete Consolidated financial statements
of  Genesis  Energy,  L.P.  and of  Borrower  together  with all notes  thereto,
prepared  in  reasonable  detail  in  accordance  with  GAAP,  together  with an
unqualified  opinion,  based  on an  audit  using  generally  accepted  auditing
standards,  by  Deloitte & Touche  LLP, or other  independent  certified  public
accountants  selected by General  Partner and  acceptable  to Required  Lenders,
stating that such  Consolidated  financial  statements have been so prepared and
(ii) supporting  unaudited balance sheets and statements of income of each other
Loan Party.  These  financial  statements  shall contain a Consolidated  balance
sheet as of the end of such Fiscal Year and Consolidated  statements of earnings
for such Fiscal Year. Such Consolidated  financial statements shall set forth in
comparative  form the  corresponding  figures for the preceding  Fiscal Year. In
addition,  within  ninety (90) days after the end of each Fiscal  Year,  Genesis
Energy,  L.P. and Borrower will furnish a certificate signed by such accountants
stating that in connection with their audit,  nothing came to their attention to
cause them to believe that  Genesis  Energy,  L.P. or Borrower

<PAGE>

failed to comply with the terms, covenants,  provisions or conditions of Article
VII insofar as they relate to  accounting  matters,  with the proviso  that such
audit  was  not  directed   primarily   toward   obtaining   knowledge  of  such
non-compliance.

     (b) As soon as available, and in any event within sixty (60) days after the
end of the first three Fiscal  Quarters of each Fiscal Year (i) Genesis  Energy,
L.P.'s and  Borrower's  Consolidated  balance sheet as of the end of such Fiscal
Quarter and  Consolidated  statements of Genesis  Energy,  L.P.'s and Borrower's
earnings  and cash flows for such  Fiscal  Quarter  and for the period  from the
beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and
(ii)  supporting  balance  sheets  and  statements  of income of each other Loan
Party, all in reasonable detail and prepared in accordance with GAAP, subject to
changes resulting from normal year-end adjustments.  In addition Genesis Energy,
L.P. and Borrower will, together with each such set of financial  statements and
each set of financial statements furnished under subsection (a) of this section,
furnish a Compliance  Certificate  signed by the Responsible  Officer of General
Partner stating that such financial  statements are accurate and complete in all
material respects (subject to normal year-end adjustments),  stating that he has
reviewed the Loan  Documents,  containing  calculations  showing  compliance (or
non-compliance)  at the end of such  Fiscal  Quarter  with the  requirements  of
Sections 7.11 through 7.15,  inclusive and stating that no Default exists at the
end of such Fiscal Quarter or at the time of such  certificate or specifying the
nature and period of existence of any such Default.

     (c)  Promptly  upon  their  becoming  available,  copies  of all  financial
statements,  reports,  notices and proxy statements sent by Genesis Energy, L.P.
to its unit holders and all registration statements,  periodic reports and other
statements  and schedules  filed by Genesis  Energy,  L.P.  with any  securities
exchange,  the  Securities and Exchange  Commission or any similar  governmental
authority.

         Documents required to be delivered pursuant to Section 6.02(a), (b) or
         (c) (to the extent any such documents are included in materials
         otherwise filed with the SEC) may be delivered electronically and if so
         delivered, shall be deemed to have been delivered on the date (i) on
         which the Borrower posts such documents, or provides a link thereto on
         the Borrower's website on the Internet at the website address listed on
         Schedule 10.02; or (ii) on which such documents are posted on the
         Borrower's behalf on an Internet or intranet website, if any, to which
         each Lender and the Administrative Agent have access (whether a
         commercial, third-party website or whether sponsored by the
         Administrative Agent); provided that: (i) the Borrower shall deliver
         paper copies of such documents to the Administrative Agent or any
         Lender that requests the Borrower to deliver such paper copies until a
         written request to cease delivering paper copies is given by the
         Administrative Agent or such Lender and (ii) the Borrower shall notify
         (which may be by facsimile or electronic mail) the Administrative Agent
         and each Lender of the posting of any such documents and provide to the
         Administrative Agent by electronic mail electronic versions (i.e., soft
         copies) of such documents. Notwithstanding anything contained herein,
         in every instance the General Partner shall be required to provide
         paper copies of the

<PAGE>

         Compliance Certificates required by Sections 6.02(a) and (b) to the
         Administrative Agent. Except for such Compliance Certificates, the
         Administrative Agent shall have no obligation to request the delivery
         or to maintain copies of the documents referred to above, and in any
         event shall have no responsibility to monitor compliance by the
         Borrower with any such request for delivery, and each Lender shall be
         solely responsible for requesting delivery to it or maintaining its
         copies of such documents.

     (d) As soon as available,  and in any event within one hundred twenty (120)
days after the end of each  Fiscal  Year,  a  business  and  financial  plan for
Genesis Energy, L.P. (in form reasonably  satisfactory to Administrative Agent),
prepared or caused to be prepared by a Responsible  Officer of General  Partner,
setting forth for the first year thereof,  quarterly  financial  projections and
budgets for Genesis Energy,  L.P., and thereafter  yearly financial  projections
during the Availability Period.

     (e)  On  or  about  the   twenty-sixth   (26th)  (but  no  later  than  the
twenty-eighth  (28th)) day of each calendar month a Borrowing Base Report in the
form of Exhibit G duly  completed by an Responsible  Officer of General  Partner
and conforming  with the  requirements  of Section 2.13 and an accounts  payable
aging  report,  and (ii) on or before  the last day of each  calendar  month,  a
statement in form satisfactory to Administrative Agent reconciling the Borrowing
Base Report  delivered on or about the 26th day of the preceding  calendar month
with actual  results  for the  preceding  calendar  month,  conforming  with the
requirements of Section 2.13.

     (f) As soon as  available,  and in any event within  thirty (30) days after
the end of each calendar  month, a report setting forth for such month aggregate
volumes, prices and margins for all marketing activities of Loan Parties in form
satisfactory to Administrative Agent.

     (g) As soon as  available,  and in any event within  thirty (30) days after
the end of each Fiscal Year, an environmental  compliance  certificate signed by
the  Responsible  Officer of  General  Partner  in the form  attached  hereto as
Exhibit I. Further,  if requested by  Administrative  Agent,  Loan Parties shall
permit and cooperate with an environmental  and safety review made in connection
with the  operations  of Loan  Parties'  properties  one time during each Fiscal
Year, by consultants  selected by  Administrative  Agent which review shall,  if
requested by  Administrative  Agent, be arranged and supervised by environmental
legal counsel for  Administrative  Agent, all at Loan Parties' cost and expense.
The  consultant  shall  render a verbal  or  written  report,  as  specified  by
Administrative  Agent,  based upon such review at Loan Parties' cost and expense
and a copy thereof will be provided to Loan Parties.

     (h)  Concurrently  with  the  annual  renewal  of Loan  Parties'  insurance
policies,  Loan  Parties  shall at their own cost and  expense,  if requested by
Administrative  Agent in writing,  cause a certificate or report to be issued by
Administrative  Agent's  professional  insurance  consultants or other insurance
consultants  satisfactory to Administrative  Agent certifying that Loan Parties'
insurance  for the next  succeeding  year after such renewal (or for such longer
period for which such  insurance is in effect)  complies with the  provisions of
this Agreement and the Security Documents.

<PAGE>

     (i) As soon as  available,  and in any event within  thirty (30) days after
the end of each calendar  month,  a  Consolidated  statement of Genesis  Energy,
L.P.'s earnings for such calendar month in form  satisfactory to  Administrative
Agent.

     (j) As soon as  available,  and in any  event  no  later  than  the time of
delivery of the financial statements under Section 6.02(b), reports of commodity
price-risk  mitigation  activities  (which  shall  include  all  Lender  Hedging
Obligation  positions),  plant operating statements,  capital expenditures,  and
other  acquisitions  and divestitures of Loan Parties,  in form  satisfactory to
Administrative Agent.

     (k) As soon as  available,  and in any event within  thirty (30) days after
the end of each  calendar  month,  a  report  on a mark to  market  basis of all
Floating  Price  Contracts  as of the close of  business on the last day of such
calendar  month,  and  together  with  such  report a  complete  list of all net
realized  losses on any Floating Price  Contracts for the prior twelve months in
form reasonably satisfactory to Administrative Agent.

6.03 Other Information and Inspections. Each Loan Party will furnish to each
Lender any information which Administrative Agent or any Lender may from time to
time request concerning any covenant, provision or condition of the Loan
Documents or any matter in connection with Loan Parties' businesses and
operations. Each Loan Party will permit representatives appointed by
Administrative Agent (including independent accountants, auditors, agents,
attorneys, appraisers and any other Persons) to visit and inspect during normal
business hours any of such Loan Party's property, including its books of
account, other books and records, and any facilities or other business assets,
and to make extra copies therefrom and photocopies and photographs thereof, and
to write down and record any information such representatives obtain, and each
Loan Party shall permit Administrative Agent or its representatives to
investigate and verify the accuracy of the information furnished to
Administrative Agent or any Lender in connection with the Loan Documents and to
discuss all such matters with its officers, employees and, upon prior notice to
Borrower, its representatives. Without limitation of the foregoing, within one
hundred twenty (120) days after the end of each Fiscal Year, and in addition
once during each Fiscal Year, if requested by Administrative Agent at the
instruction of Required Lenders, Borrower shall permit commercial financial
examiners appointed by Administrative Agent to conduct a commercial finance
examination of the business and assets of Loan Parties and in connection with
such examination to have full access to and the right to examine, audit, make
abstracts and copies from, and inspect Loan Parties' records, files, books of
account and all other documents, instruments and agreements to which a Loan
Party is a party. Borrower shall pay all reasonable costs and expenses of
Administrative Agent associated with any such examination.

6.04 Notice of Material Events and Change of Address. Each Loan Party will
notify each Lender, not later than five (5) Business Days after any executive
officer of Loan Parties has knowledge thereof, stating that such notice is being
given pursuant to this Agreement, of:

     (a) the occurrence of any Material Adverse Change,

     (b) the occurrence of any Default,

<PAGE>

     (c) the acceleration of the maturity of any  Indebtedness  owed by any Loan
Party or of any  default  by any  Loan  Party  under  any  indenture,  mortgage,
agreement,  contract or other  instrument  to which any of them is a party or by
which any of them or any of their  properties is bound, if such  acceleration or
default could cause a Material Adverse Change,

     (d) the occurrence of any ERISA Event,

     (e) Under any Environmental  Law, any claim of $250,000 or more, any notice
of potential  liability  which might exceed such amount,  or any other  material
adverse  claim  asserted  against  any Loan  Party or with  respect  to any Loan
Party's properties taken as a whole,

     (f) of any material  change in accounting  policies or financial  reporting
practices by any Loan Party, and

     (g) the filing of any suit or proceeding,  or the assertion in writing of a
claim  against any Loan Party or with respect to any Loan Party's  properties in
which an adverse  decision  could  reasonably  be  expected  to cause a Material
Adverse Change.

         Upon the occurrence of any of the foregoing, Loan Parties will take all
necessary or appropriate steps to remedy promptly any such Material Adverse
Change, Default, acceleration, default, or ERISA Event to protect against any
such adverse claim, to defend any such suit or proceeding, and to resolve all
controversies on account of any of the foregoing. Loan Parties will also notify
Administrative Agent and Administrative Agent's counsel in writing at least
twenty Business Days prior to the date that any Loan Party changes its name or
the location of its chief executive office or principal place of business or the
place where it keeps its books and records concerning the Collateral, furnishing
with such notice any necessary financing statement amendments or requesting
Administrative Agent and its counsel to prepare the same.

6.05 Maintenance of Properties. Each Loan Party will maintain, preserve,
protect, and keep all Collateral and all other material property used or useful
in the conduct of its business in good condition (ordinary wear and tear
excepted) and in compliance with all applicable Laws, and will from time to time
make all repairs, renewals and replacements needed to enable the business and
operations carried on in connection therewith to be promptly and advantageously
conducted at all times.

6.06 Preservation of Existence, Etc. Each Loan Party will (a) preserve, renew
and maintain in full force and effect its legal existence and good standing
under the Laws of the jurisdiction of its organization except in a transaction
permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises necessary or desirable
in the normal conduct of its business, except to the extent that failure to do
so could not reasonably be expected to cause a Material Adverse Change; and (c)
preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which could reasonably be expected to
cause a Material Adverse Change.

6.07 Payment of Trade Liabilities, Taxes, Etc. Each Loan Party will (a) timely
file all required tax returns including any extensions; (b) timely pay all
taxes, assessments, and other

<PAGE>

governmental  charges or levies  imposed upon it or upon its income,  profits or
property; (c) within one hundred twenty (120) days after the date such goods are
delivered  or such  services are  rendered,  pay all  Liabilities  owed by it on
ordinary trade terms to vendors, suppliers and other Persons providing goods and
services  used  by it in the  ordinary  course  of its  business;  (d)  pay  and
discharge when due all other Liabilities now or hereafter owed by it, other than
royalty payments suspended in the ordinary course of business;  and (e) maintain
appropriate  accruals and reserves for all of the foregoing in  accordance  with
GAAP.  Each Loan Party may,  however,  delay  paying or  discharging  any of the
foregoing  so long as it is in good faith  contesting  the  validity  thereof by
appropriate  proceedings,  if necessary, and has set aside on its books adequate
cash reserves  therefor which are required by GAAP.  6.08  Insurance.  Each Loan
Party shall at all times maintain  insurance for its property in accordance with
Schedule  6.08  which  insurance  shall be by  financially  sound and  reputable
insurers  not  Affiliates  of the  Loan  Parties,  in such  amounts,  with  such
deductibles  and  covering  such risks as are  customarily  carried by companies
engaged in similar  businesses and owning similar properties in localities where
the applicable Loan Party operates. Each Loan Party will maintain any additional
insurance coverage as described in the respective Security  Documents.  Borrower
shall maintain, or cause to be maintained, with an insurer reasonably acceptable
to Agent, flood insurance  sufficient for Lenders to comply with Regulation H of
the FRB. Upon demand by  Administrative  Agent any insurance  policies  covering
Collateral   shall  be  endorsed  (a)  to  provide  for  payment  of  losses  to
Administrative  Agent as its  interests  may  appear,  (b) to provide  that such
policies may not be canceled or reduced or affected in any  material  manner for
any reason without fifteen days prior notice to Administrative Agent, and (c) to
provide for any other matters  specified in any applicable  Security Document or
which Administrative Agent may reasonably require.  Each Loan Party shall at all
times maintain insurance against its liability for injury to persons or property
in accordance with Schedule 6.08, which insurance shall be by financially  sound
and reputable insurers. Without limiting the foregoing, each Loan Party shall at
all times maintain liability insurance in accordance with Schedule 6.08.
6.09 Performance on Borrower's Behalf. If any Loan Party fails to pay any taxes,
insurance premiums, expenses, attorneys' fees or other amounts it is required to
pay under any Loan Document, Administrative Agent may pay the same after notice
of such payment by Administrative Agent is given to Borrower. Borrower shall
immediately reimburse Administrative Agent for any such payments and each amount
paid by Administrative Agent shall constitute an Obligation owed hereunder which
is due and payable on the date such amount is paid by Administrative Agent.

6.10 Interest. Borrower hereby promises to each Lender to pay interest at the
Default Rate on all Obligations (including Obligations to pay fees or to
reimburse or indemnify any Lender) which Borrower has in this Agreement promised
to pay to such Lender and which are not paid when due. Such interest shall
accrue from the date such Obligations become due until they are paid.

6.11 Compliance with Agreements and Law. Each Loan Party will perform all
material obligations it is required to perform under the terms of each
indenture, mortgage, deed of trust, security agreement, lease, and franchise,
and each agreement, contract or other instrument or obligation to which it is a
party or by which it or any of its properties is bound. Each Loan Party will
conduct its business and affairs in compliance with all Laws applicable thereto

<PAGE>

and will maintain in good standing all licenses that may be necessary or
appropriate to carry on its business.

6.12     Environmental Matters; Environmental Reviews.

     (a)  Each  Loan  Party  will  comply  in all  material  respects  with  all
Environmental Laws now or hereafter applicable to such Loan Party as well as all
Contractual Obligations and agreements with respect to environmental remediation
or  other  environmental  matters  and  shall  obtain,  at or  prior to the time
required by applicable Environmental Laws, all environmental,  health and safety
permits, licenses and other authorizations necessary for its operations and will
maintain   such   authorizations   in  full  force  and   effect,   conduct  any
investigation,  study, sampling and testing, and undertake any cleanup, removal,
remedial  or other  action  necessary  to  remove  and  clean  up all  Hazardous
Materials from any of its properties, in accordance with the requirements of all
Environmental Laws.

     (b) Each Loan  Party will  promptly  furnish  to  Administrative  Agent all
written notices of violation,  orders, claims,  citations,  complaints,  penalty
assessments,  suits or other proceedings received by any Loan Party, or of which
it has notice,  pending or  threatened  against any Loan  Party,  the  potential
liability of which exceeds  $250,000 or would cause a Material Adverse Change if
resolved  adversely  against any Loan Party, by any governmental  authority with
respect to any alleged  violation of or  non-compliance  with any  Environmental
Laws or any permits, licenses or authorizations in connection with its ownership
or use of its properties or the operation of its business.

     (c) Each Loan  Party will  promptly  furnish  to  Administrative  Agent all
requests  for  information,   notices  of  claim,  demand  letters,   and  other
notifications,  received by any Loan Party in  connection  with its ownership or
use of its  properties  or the conduct of its  business,  relating to  potential
responsibility  with  respect to any  investigation  or  clean-up  of  Hazardous
Material at any location,  the potential  liability of which exceeds $250,000 or
would cause a Material  Adverse  Change if resolved  adversely  against any Loan
Party.

6.13 Evidence of Compliance. Subject to the last sentence of Section 6.03, each
Loan Party will furnish to each Lender at such Loan Party's expense all evidence
which Administrative Agent from time to time reasonably requests in writing as
to the accuracy and validity of or compliance with all representations,
warranties and covenants made by any Loan Party in the Loan Documents, the
satisfaction of all conditions contained therein, and all other matters
pertaining thereto.

6.14 Agreement to Deliver Security Documents. Loan Parties will deliver to
further secure the Obligations whenever requested by Administrative Agent in its
sole and absolute discretion, deeds of trust, mortgages, chattel mortgages,
flood hazard certification, title searches, title insurance, surveys, security
agreements, financing statements and other Security Documents in form and
substance reasonably satisfactory to Administrative Agent for the purpose of
granting, confirming, and perfecting first and prior liens or security interests
in any real or personal property now owned or hereafter acquired by any Loan
Party.

<PAGE>

6.15 Perfection and Protection of Security Interests and Liens. Each Loan Party
will from time to time deliver to Administrative Agent any financing statements,
continuation statements, extension agreements and other documents, properly
completed and executed (and acknowledged when required) by Loan Parties in form
and substance reasonably satisfactory to Administrative Agent, which
Administrative Agent requests for the purpose of perfecting, confirming, or
protecting any Liens or other rights in Collateral securing any Obligations.

6.16 Bank Accounts; Offset. To secure the repayment of the Obligations, each
Loan Party hereby grants to each Lender a security interest, a lien, and a right
of offset, each of which shall be in addition to all other interests, liens, and
rights of any Lender at common Law, under the Loan Documents, or otherwise, and
each of which shall be upon and against (a) any and all moneys, securities or
other property (and the proceeds therefrom) of such Loan Party now or hereafter
held or received by or in transit to any Lender from or for the account of such
Loan Party, whether for safekeeping, custody, pledge, transmission, collection
or otherwise, (b) any and all deposits (general or special, time or demand,
provisional or final) of such Loan Party with any Lender, and (c) any other
credits and claims of such Loan Party at any time existing against any Lender,
including claims under certificates of deposit. At any time and from time to
time during the continuance of any Event of Default, each Lender is hereby
authorized to foreclose upon, or to offset against the Obligations then due and
payable (in either case without notice to any Loan Party), any and all items
hereinabove referred to. The remedies of foreclosure and offset are separate and
cumulative, and either may be exercised independently of the other without
regard to procedures or restrictions applicable to the other.

6.17 Guarantees of Subsidiaries. Each Subsidiary of General Partner or Genesis
Energy, L.P. (other than Borrower) now existing or created, acquired or coming
into existence after the date hereof shall, promptly upon request by
Administrative Agent, execute and deliver to Administrative Agent a Guaranty.
Each Subsidiary of General Partner or Genesis Energy L.P. (other than Borrower)
existing on the date hereof shall duly execute and deliver such a Guaranty prior
to the making of any Loan hereunder. General Partner and Genesis Energy L.P.
will cause each of its Subsidiaries to deliver to Administrative Agent,
simultaneously with its delivery of such a Guaranty, written evidence
satisfactory to Administrative Agent and its counsel that such Subsidiary has
taken all corporate, limited liability company or partnership action necessary
to duly approve and authorize its execution, delivery and performance of such
Guaranty and any other documents which it is required to execute.

6.18 Compliance with Agreements. Each Loan Party shall observe, perform or
comply with any agreement with or Contractual Obligation to any Person or any
term or condition of any instrument, if such agreement, Contractual Obligation
or instrument is materially significant to such Loan Party or to Loan Parties on
a Consolidated basis or materially significant to any Guarantor, unless any such
failure to so observe, perform or comply is remedied within the applicable
period of grace (if any) provided in such agreement or instrument or unless such
failure to so observe, perform or comply would not reasonably be expected to
cause a Material Adverse Change.

6.19 Rents. By the terms of the various Security Documents, certain Loan Parties
are and will be assigning to Administrative Agent, for the benefit of Lenders,
all of the "Rents" (as defined therein) accruing to the property covered
thereby. Notwithstanding any such assignments, so long as no Default has
occurred and is continuing, (i) such Loan Parties may continue to receive and
collect from the payors of such Rents all such Rents, subject, however, to the

<PAGE>

Liens created under the Security Documents, which Liens are hereby affirmed and
ratified, and free and clear of such Liens, use the proceeds of the Rents, and
(ii) Administrative Agent will not notify the obligors of such Rents or take any
other action to cause proceeds thereof to be remitted to Administrative Agent.
Upon the occurrence of a Default, Administrative Agent may exercise all rights
and remedies granted under the Security Documents, including the right to obtain
possession of all Rents then held by such Loan Parties or to receive directly
from the payors of such Rents all other Rents until such time as such Default is
no longer continuing. If Administrative Agent shall receive any Rent proceeds
from any payor at any time other than during the continuance of a Default, then
it shall notify Borrower thereof and (i) upon request and pursuant to the
instructions of Borrower, it shall, if no Default is then continuing, remit such
proceeds to the Borrower and (ii) at the request and expense of Borrower,
execute and deliver a letter to such payors confirming Loan Parties' right to
receive and collect Rents until otherwise notified by Administrative Agent. In
no case shall any failure, whether purposed or inadvertent, by Administrative
Agent to collect directly any such Rents constitute in any way a waiver,
remission or release of any of its rights under the Security Documents, nor
shall any release of any Rents by Administrative Agent to such Loan Parties
constitute a waiver, remission, or release of any other Rents or of any rights
of Administrative Agent to collect other Rents thereafter.

6.20 Operating Practices. Each Loan Party shall operate its business in a manner
that is consistent with the policies and procedures approved by the board of
directors of General Partner and in effect on, and delivered to Administrative
Agent and Lenders prior to, the date hereof, and revisions thereto referred to
in the following sentence. Borrower shall review such policies and procedures at
least annually, and shall promptly recommend to the board of directors of
General Partner such revisions to such policies and procedures as may be
recommended by Loan Parties' or, upon consultation with Borrower and its
consultants and at the request of Administrative Agent, Administrative Agent's
third party consultants, with respect to adequate internal controls, and
Borrower shall promptly provide a report to Lenders regarding such policies and
procedures, including such policies and procedures which the board of directors
of General Partner could adopt and has adopted.

6.21 Collateral Account. Borrower will established with Administrative Agent an
account (as used in this Section 6.21, the "Collateral Account") in the name of
Borrower and under the sole control of Administrative Agent into which there
shall be deposited from time to time the cash proceeds of the Collateral
required to be delivered to Administrative Agent pursuant to this Section 6.21
or pursuant to any other provision of this Agreement or any other Loan Document.
In the event that, at any time, the Outstanding Working Capital Amount shall
exceed ninety percent (90%) of the Borrowing Base, Administrative Agent may, in
its sole discretion, require Borrower to instruct all Account Debtors and other
Persons obligated to make payments to Borrower on any receivables, general
intangibles, instruments, or other rights to payment included within the
Collateral to make such payments directly to Administrative Agent, in which case
Borrower shall instruct that such payments be remitted to a post office box
designated by and under the control of Administrative Agent and shall execute a
lock box agreement and other documents related to the same as Administrative
Agent shall request. All such payments shall be deposited into the Collateral
Account. In addition to the foregoing, Borrower agrees that if any such payment
is received by Borrower, Borrower shall as promptly as possible deposit such
payments into the Collateral Account. Until so deposited, all such payments
shall be held in trust by Borrower for Administrative Agent and shall not be

<PAGE>

commingled with any other funds or property of Borrower. So long as no Default
or Event of Default shall have occurred and be continuing, collected funds on
deposit in the Collateral Account shall be disbursed by Administrative Agent to
an operating account in the name of Borrower maintained with Agent from time to
time upon receipt of a disbursement request in forms reasonably acceptable to
Administrative Agent. If an Event of Default shall have occurred and be
continuing, disbursement of funds in the Collateral Account shall be made in the
discretion of Administrative Agent or Required Lenders.

6.22 Use of Proceeds. The Borrower will use the proceeds of the initial Working
Capital Loans to refinance indebtedness under the Existing Credit Agreement, and
to pay the fees and expenses related to the closing of the transactions
contemplated by the Loan Documents. Thereafter, Borrower shall use the proceeds
of all future Working Capital Loans for working capital and general business
purposes not in contravention of any Law or of any Loan Document. Borrower shall
use the proceeds of all Acquisition Facility Loans for Capital Expenditures and
Permitted Acquisitions. Borrower shall use all Letters of Credit solely for the
purposes specified in Section 2.03(a)(i)(2). In no event shall the funds from
any Loan or any Letter of Credit be used (i) directly or indirectly by any
Person for personal, family, household or agricultural purposes, (ii) for the
purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or
carrying any "margin stock" (as such term is defined in Regulation U promulgated
by the FRB) or (iii) to extend credit to others directly or indirectly for the
purpose of purchasing or carrying any such margin stock.

ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower, General Partner and Genesis
Energy, L.P. covenant and agree:

7.01     Indebtedness.  No Loan Party will in any manner owe or be liable for
Indebtedness except:

     (a) the Obligations;

     (b)  Indebtedness  of Borrower  arising under Swap  Contracts (i) permitted
under  Section 7.03 or (ii)  consisting of options,  swaps,  collars and similar
instruments  that relate to Petroleum  Inventory  and are either  referred to in
Section 7.16(a) or permitted by Section 7.16(b) or (c);

     (c) Indebtedness of any Loan Party owing to another Loan Party;

     (d) Guarantees by Genesis Energy,  L.P., Borrower or any Guarantor of trade
payables of any Loan Party incurred and paid in the ordinary  course of business
on ordinary trade terms;

     (e)  Indebtedness  of any Loan  Party  owing in  connection  with  deferred
payments of insurance premiums,  provided that all such Indebtedness of all Loan
Parties shall not exceed $3,000,000 in any Fiscal Year; and

<PAGE>

     (f) other Indebtedness of Borrower not to exceed in the aggregate principal
amount of $1,000,000 at any one time outstanding.

7.02 Limitation on Liens. No Loan Party will create, assume or permit to exist
(i) any Lien upon any Accounts, inventory, cash or investment securities which
constitute Collateral except (A) Permitted Inventory Liens, (B) Liens created
pursuant to the Security Documents, (C) statutory Liens in respect of First
Purchase Crude Payables, (D) Liens of the type described in clause (e) below in
connection with any Eligible Margin Deposit to secure Swap Contracts permitted
under Section 7.01 with the broker that is the holder of such Eligible Margin
Deposit, (E) Liens of the type described in clauses (a), (c) and (f) below, and
(F) any other Liens expressly permitted to encumber such Collateral under any
Security Document covering such Collateral or (ii) any Lien upon any of the
properties or assets other than such Collateral which it now owns or hereafter
acquires except the following (Liens, to the extent permitted by this Section,
herein called "Permitted Liens"):

     (a) Liens created pursuant to this Agreement or the Security  Documents and
Liens existing on the date of this Agreement and listed in Schedule 7.02.

     (b) Liens imposed by any Governmental  Authority for taxes,  assessments or
charges not yet due or the  validity of which is being  contested  in good faith
and by appropriate  proceedings,  if necessary,  and for which adequate reserves
are maintained on the books of any Loan Party in accordance with GAAP;

     (c) pledges or deposits of cash or securities  under worker's  compensation
and automobile insurance policies,  unemployment  insurance and employee medical
insurance or other social security  legislation not to exceed for all such items
in the aggregate $1,000,000;

     (d)  carriers',  warehousemen's,  mechanics',  materialmen's,  repairmen's,
landlord's,  or  other  like  Liens  (including,  without  limitation,  Liens on
property of any Loan Party in the possession of storage facilities, pipelines or
barges)  arising in the ordinary  course of business  for amounts  which are not
more than sixty (60) days past due or the  validity of which is being  contested
in good  faith  and by  appropriate  proceedings,  if  necessary,  and for which
adequate  reserves are  maintained  on the books of any Loan Party in accordance
with GAAP;

     (e) Liens under or with respect to accounts with brokers or  counterparties
with  respect  to Swap  Contracts  consisting  of cash,  commodities  or futures
contracts, options, securities, instruments, and other like assets securing only
Swap Contracts permitted under Section 7.01;

     (f) deposits of cash or securities to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal  bonds,  performance  bonds and other  obligations  of a like  nature
incurred in the ordinary course of business;

     (g) easements,  rights-of-way,  restrictions and other similar encumbrances
incurred in the  ordinary  course of business  and  encumbrances  consisting  of

<PAGE>

zoning  restrictions,  easements,  licenses,  restrictions  on the  use of  real
property or minor  imperfections  in title thereto which, in the aggregate,  are
not material in amount, and which do not in any case materially detract from the
value of the property  subject thereto or interfere with the ordinary conduct of
the business of any Loan Party;

     (h) Liens in respect of  purchase  money  obligations  and  Capital  Leases
relating to Indebtedness  permitted under Section 7.01(f),  and Liens in respect
of operating leases;

     (i) rights reserved to or vested in any governmental authority by the terms
of any right, power, franchise, grant, license or permit, or by any provision of
law, to revoke or terminate any such right, power, franchise,  grant, license or
permit or to condemn or acquire by eminent domain or similar process;

     (j) rights reserved to or vested by Law in any governmental authority to in
any manner,  control or regulate in any manner any of the properties of any Loan
Party or the use thereof or the rights and interests of any Loan Party  therein,
in any manner under any and all Laws;

     (k) rights  reserved to the grantors of any  properties  of any Loan Party,
and the  restrictions,  conditions,  restrictive  covenants and limitations,  in
respect  thereto,  pursuant  to the  terms,  conditions  and  provisions  of any
rights-of-way agreements, contracts or other agreements therewith; and

     (l) inchoate  Liens in respect of pending  litigation  or with respect to a
judgment which has not resulted in an Event of Default under Section 8.01.

7.03     Swap Contracts.  No Loan Party will be a party to or in any manner be
liable on any Swap Contract, except:

     (a) Swap Contracts entered into by a Loan Party with the purpose and effect
of fixing  interest  rates on a principal  amount of  indebtedness  of such Loan
Party that is  accruing  interest  at a  variable  rate,  provided  that (i) the
aggregate  notional  amount of such contracts  never exceeds one hundred percent
(100%) of the anticipated  outstanding  principal balance of the indebtedness to
be hedged by such contracts or an average of such principal balances  calculated
using a  generally  accepted  method of  matching  interest  swap  contracts  to
declining principal balances, (ii) the floating rate index of each such contract
generally  matches the index used to determine the floating rates of interest on
the corresponding indebtedness to be hedged by such contract and (iii) each such
contract is with a  counterparty  or has a guarantor  of the  obligation  of the
counterparty  who (unless such  counterparty  is a Lender or an Affiliate of any
Lender at the time such  contract is entered  into) at the time the  contract is
made has long-term  unsecured and unenhanced debt  obligations  rated A or A2 or
better,  respectively,  by either S&P or Moody's or is otherwise  acceptable  to
Required Lenders.

     (b) Swap Contracts relating to Petroleum Inventory which are referred to in
Section 7.16(a) or permitted by Section 7.16(b) or (c).

<PAGE>

7.04 Limitation on Mergers, Issuances of Securities. Except as expressly
provided in this section, no Loan Party will (a) enter into any transaction of
merger or consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), (b) acquire any business or
property from, or capital stock of, or be a party to any acquisition of, any
Person except for purchases of inventory and other property to be sold or used
in the ordinary course of business and Investments permitted under Section 7.07
hereof or (c) Dispose of, in one transaction or a series of transactions, any
part of its business or property, whether now owned or hereafter acquired,
except for sales or transfers not prohibited under Section 7.05 hereof. Any
Person, other than Borrower, that is a Subsidiary of a Loan Party may, however,
be merged into or consolidated with (i) another Subsidiary of such Loan Party,
so long as a Loan Party is the surviving business entity, or (ii) such Loan
Party, so long as such Loan Party is the surviving business entity. Genesis
Energy, L.P. will not issue any securities other than (i) limited partnership
interests and any options or warrants giving the holders thereof only the right
to acquire such interests, and (ii) general partnership interests issued to the
General Partner. No Subsidiary of Genesis Energy, L.P. will issue any additional
shares of its capital stock or other securities or any options, warrants or
other rights to acquire such additional shares or other securities, except a
direct Subsidiary of a Loan Party may issue additional shares or other
securities to such Loan Party, to Genesis Energy, L.P. or to General Partner so
long as (i) such Subsidiary is a Wholly Owned Subsidiary of Genesis Energy, L.P.
after giving effect thereto, and (ii) such share and securities shall be pledged
to the Administrative Agent for the benefit of the Lenders pursuant to Security
Documents acceptable to the Administrative Agent. No Subsidiary of Borrower
which is a partnership will allow any diminution of Borrower's interest (direct
or indirect) therein.

7.05 Limitation on Sales of Property. No Loan Party will Dispose of any
Collateral or any of its material assets or properties or any material interest
therein except:

     (a)  equipment  which is  worthless  or obsolete or no longer  necessary or
useful to the proper  conduct of its  business or which is replaced by equipment
of equal suitability and value;

     (b) inventory  (including  pipeline linefill) which is sold in the ordinary
course of business on ordinary trade terms;

     (c) sales or  transfers,  subject to the  Security  Documents,  by a Person
(other than Borrower) that is a Subsidiary of a Loan Party to such Loan Party or
to a Wholly Owned Subsidiary of such Loan Party that is a Guarantor;

     (d) sales, transfers or other dispositions of other property by Borrower or
any Subsidiary for fair consideration that are in the best interests of Borrower
and do not and will not  materially  impair  or  diminish  the value of any Loan
Party's financial condition, business or operations; provided that:

     (i) prior to and  immediately  after giving effect to such proposed sale no
Default or Event of Default shall exist and be continuing,  and the consummation
of any such transaction  would not result in a violation of Section 7.11 through
7.15,  calculated  for such  purpose  as of the date on which such sale is to be
consummated  on a pro forma basis  after  giving  effect to any

<PAGE>

such sale, with  Consolidated  EBITDA  calculated as at the last day of the most
recently  ended Fiscal  Quarter as if such sale had occurred on the first day of
the relevant four quarter period;

     (ii)  such  sale is for  consideration  consisting  solely  of cash or of a
combination of cash and notes or other deferred payments (including earn outs or
other contingent payments); provided that such notes and deferred payments shall
be due and  payable  not more than 12 months  after the closing of such sale and
that the aggregate amount of such notes and deferred payments outstanding at any
one time shall not exceed $1,000,000;

     (iii) the  proceeds of such sale,  net of  reasonable  legal fees and other
reasonable fees and expenses  customarily  incurred in connection with such sale
(the "Net Sale  Proceeds"),  shall have been applied as follows:  (x) within one
hundred twenty (120) days after the date of such receipt of Net Sale Proceeds to
a Permitted  Reinvestment,  or (y) to the extent Net Sale Proceeds have not been
applied  pursuant to the  immediately  preceding  clause  (x),  such amount (the
"Excess  Sale  Proceeds")  shall have been  applied  to prepay  the  Acquisition
Facility  Loans and Working  Capital  Loans as provided in Section 2.04 (as used
herein, "Permitted Reinvestment" means capital assets that will become a part of
the  Loan  Parties'  Petroleum  Inventory  marketing,  gathering,  transmission,
processing,  treating and pipeline  operations,  excluding  Maintenance  Capital
Expenditures, and well hook up costs);

     (iv)  upon  receipt  of Net Sale  Proceeds  by a Loan  Party  and until the
application  thereof as provided in clause (iii) (x) or (y) (such amount  herein
called the  "Unused  Proceeds  Amount"),  such Loan Party  shall  either,  or in
combination equal to the total of such Net Sale Proceeds, both (A) maintain such
Net Sale Proceeds in a segregated account with Administrative Agent or (B) apply
such Net Sale Proceeds to prepay the Working Capital Loans but without reduction
of the Aggregate Working Capital Commitment; and

     (v)  Administrative  Agent shall have  received an  officer's  certificate,
satisfactory to Administrative Agent, at least 30 days prior to the consummation
of such sale setting forth in reasonable detail satisfaction of the requirements
of clauses  (i) and (ii) of this  Section  7.05(d)  and the  calculation  of the
projected Net Sale Proceeds.

Any proceeds of insurance in respect of casualty to property that Borrower has
determined (which determination must be made with reasonable promptness
following such casualty) will not be applied to the repair or replacement
thereof in accordance with the Security Documents shall be treated as Net Sale
Proceeds upon such determination. No Loan Party will sell, transfer or otherwise
dispose of capital stock of or interest in any of its Subsidiaries except to
Borrower or a Wholly Owned Subsidiary of Borrower. No Loan Party will discount,
sell, pledge or assign any notes payable to it, accounts receivable or future
income. So long as no Default then exists, Administrative Agent will, at
Borrower's request and expense, execute a release, satisfactory to

<PAGE>

Borrower and  Administrative  Agent,  of any  Collateral  so sold,  transferred,
leased, exchanged,  alienated or disposed of pursuant to clauses (a), (b) or (d)
of this Section.

7.06 Limitation on Dividends and Redemptions. No Loan Party will declare or pay
any Restricted Payment in respect of, any class of its capital stock or any
partnership, limited liability company or other interest in it, nor will any
Loan Party directly or indirectly make any capital contribution of any nature to
or purchase, redeem, acquire or retire any shares of the capital stock of or
partnership or limited liability company interests in any Loan Party (whether
such interests are now or hereafter issued, outstanding or created), or cause or
permit any reduction or retirement of the capital stock of any Loan Party, while
any Loan or Commitment hereunder is outstanding; provided that (a) any
Subsidiary of Borrower may make Restricted Payments to Borrower if at time such
distribution is made no Default exists or would exist after giving effect to
such distribution and (b) Genesis Energy L.P. shall be permitted to make
distributions to its general and limited partners (and Borrower may make
distributions to Genesis Energy, L.P. for such purpose) to the extent required,
as of the date hereof, by the Partnership Agreement if, at the time such
distribution is made: (i) no Default exists, or would exist after giving effect
to such distribution, and (ii) the Borrower is not aware of any event or
circumstance that exists, or is likely to occur in the future, that would result
in a Default. No such distribution shall be made until 5 Business Days after the
Borrower has available to it the financial statements contemplated by Section
6.02(a) or (b) for the Fiscal Quarter most recently ended prior to the date of
such distribution and a Responsible Officer of the Borrower delivers to the
Administrative Agent a certificate that the above conditions have been
satisfied.

7.07 Limitation on Investments and New Businesses. No Loan Party will (a) make
any expenditure or commitment or incur any obligation or enter into or engage in
any transaction except in the ordinary course of business, (b) engage directly
or indirectly in any business or conduct any operations except in connection
with or incidental to its present businesses and operations or the business or
operations of any Permitted Investment, or (c) make any acquisitions of or
capital contributions to or other Investments in any Person, or make any
acquisitions of material properties or assets of another Person other than
Permitted Investments. All transactions permitted under the foregoing
subsections (a) through (c), inclusive, are subject to Section 7.05. General
Partner will not engage in any business other than the ownership of Genesis
Energy, L.P. and Borrower.

7.08 Limitation on Credit Extensions. Except for Permitted Investments and Swap
Contracts permitted under Section 7.03(b) hereof, no Loan Party will extend
credit, make advances or make loans other than normal and prudent extensions of
credit to customers buying goods and services in the ordinary course of business
or to another Loan Party in the ordinary course of business, which extensions
shall not be for longer periods than those extended by similar businesses
operated in a normal and prudent manner.

7.09 Transactions with Affiliates. No Loan Party will engage in any material
transaction with any of its Affiliates except: (a) transactions among Borrower
and Wholly Owned Subsidiaries of Borrower, subject to the other provisions of
this Agreement, and (b) transactions entered into in the ordinary course of
business of such Loan Party on terms which are no less favorable to such Loan
Party than those which would have been obtainable at the time in arm's-length
transactions with Persons other than such Affiliates.

<PAGE>

7.10 Prohibited Contracts. Except as expressly provided for in the Loan
Documents and as described in Schedule 7.10, no Loan Party will, directly or
indirectly, enter into, create, or otherwise allow to exist any Contractual
Obligation or other consensual restriction on the ability of any Subsidiary of
Genesis Energy, L.P., including but not limited to Borrower and any Subsidiary
of Borrower to: (a) pay dividends or make other distributions to Borrower or
Genesis Energy, L.P., (b) redeem Equity Interests held in it by Borrower or
Genesis Energy, L.P., (c) repay loans and other indebtedness owing by it to
Borrower or Genesis Energy, L.P., or (d) transfer any of its assets to Borrower
or Genesis Energy, L.P. No Loan Party will, directly or indirectly, enter into,
create, or otherwise allow to exist any Contractual Obligation or other
consensual restriction on the ability of any Loan Party to create Liens on any
of its assets or property to secure the Obligations. No Loan Party will enter
into any "take-or-pay" contract or other contract or arrangement for the
purchase of goods or services which obligates it to pay for such goods or
service regardless of whether they are delivered or furnished to it other than
contracts for pipeline capacity or for services in either case reasonably
anticipated to be utilized in the ordinary course of business. No Loan Party
will amend or permit any amendment to any Contractual Obligation or lease which
releases, qualifies, limits, makes contingent or otherwise detrimentally affects
the rights and benefits of Administrative Agent or any Lender under or acquired
pursuant to any Security Documents. No ERISA Affiliate will incur any obligation
to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA
that is subject to Title IV of ERISA.

7.11 Current Ratio. The ratio of (i) the sum of Genesis Energy, L.P.'s
Consolidated current assets plus the unutilized amount available for Loans
hereunder pursuant to Section 2.01 to (ii) Genesis Energy, L.P.'s Consolidated
current liabilities will never be less than 1.1 to 1.0. For purposes of this
section, Genesis Energy, L.P.'s Consolidated current liabilities will be
calculated without including any payments of principal on the Notes which are
required to be repaid within one year from the time of calculation.

7.12 Leverage Ratio. (a) At the end of each Fiscal Quarter, (b) on each date on
which General Partner declares a distribution permitted under Section 7.06 and
(c) on the date of each Permitted Acquisition, both immediately prior to and
after giving effect to the consummation thereof, the ratio of (i) Consolidated
Funded Indebtedness on the date of determination to (ii) Consolidated EBITDA for
the four Fiscal Quarter period most recently ended prior to the date of
determination for which financial statements contemplated by Section 6.02(a) or
(b) are available to Borrower shall not exceed 3.5 to 1.0. For purposes of this
Section 7.12, if, since the beginning of the four Fiscal Quarter period ending
on the date for which Consolidated EBITDA is determined, any Loan Party shall
have made any asset disposition or acquisition, shall have consolidated or
merged with or into any Person (other than another Loan Party), or shall have
made any disposition or acquisition of a Loan Party, Consolidated EBITDA shall
be calculated giving pro forma effect thereto as if the disposition,
acquisition, consolidation or merger had occurred on the first day of such
period. Such pro forma effect shall be determined (i) in good faith by a
Responsible Officer of Borrower, and (ii) without giving effect to any
anticipated or proposed change in operations, revenues, expenses or other items
included in the computation of Consolidated EBITDA, except with the consent of
Required Lenders.

7.13 Cash Flow Coverage Ratio. The ratio of (a) the remainder of Consolidated
EBITDA minus Maintenance Capital Expenditures for the period of four consecutive
Fiscal Quarters then most recently ended to (b) the sum of Interest Expense for
such period plus

<PAGE>

Distributions  with respect to such period plus current  maturities of long term
indebtedness  shall  never be less  than 1.1 to 1.0.  For the  purposes  of this
Section 7.13, "Distributions" means distributions by Genesis Energy, L.P. to its
general and  limited  partners  made with  respect to such period of four Fiscal
Quarters where, for such purpose,  distributions  made during any Fiscal Quarter
shall be deemed to have been made  with  respect  to the  immediately  preceding
Fiscal Quarter.

7.14 Funded Indebtedness to Capitalization Ratio. The ratio of (a) all
Consolidated Funded Indebtedness to (b) the sum of Consolidated Funded
Indebtedness plus Consolidated Net Worth will never be greater than 0.65 to 1.0
at any time.

7.15 Minimum EBITDA. Consolidated EBITDA for each period of four consecutive
Fiscal Quarters ending after the date hereof shall never be less than
$8,500,000.

7.16     Open Position; Certain Permitted Financial Instruments; NYMEX
Transactions.

     (a) Open Position. No Loan Party shall at any time have any Open Positions;
provided, however, that Borrower may have:

     (i) Physical  inventories  of Petroleum  Inventory  (A)  consisting of tank
bottoms  and  pipeline  linefill  requirements  of up to 200,000  barrels in the
aggregate at any time, and (B) excess  inventory of up to 200,000 barrels in the
aggregate  at any time  resulting  from crude  gathering  receipts  in excess of
scheduled  quantities,  provided  that  Borrower  shall  establish an Offsetting
Position with respect to such  quantities  within five  business days  following
identification  of such inventory,  but in any event not later than the 20th day
following the month in which such excess volumes were received.

     (ii) Floating Price  Contracts to purchase or sell  Petroleum  Inventory in
the Current Trading Month;  provided that, such Floating Price Contracts  either
(A) have an Offsetting Position by the 26th day of the month preceding the month
of receipt or delivery, or (B) are scheduled to be stored in pipelines Currently
Approved by Required  Lenders  and are hedged in the  delivery  month with NYMEX
contracts;  and further provided that such Floating Price Contracts  relating to
the sale of  Petroleum  Inventory  for the Current  Trading  Month do not exceed
purchases by more than 10,000 barrels per day.

     (iii) Floating Price  Contracts to purchase or sell Petroleum  Inventory to
be received or delivered after the Current Trading Month,  but within the twelve
months  following the Current Trading Month provided that (A) such contracts are
at the  then  market  price  and (B) at any  point  in  time  the sum of (x) net
realized  losses  relating  to such  contracts  and (y) mark to market  exposure
relating to such contracts does not, at any time, exceed $1,000,000.

         As used herein, "Current Trading Month" means (i) with respect to the
first twenty-five days of any calendar month, the next following calendar month
and (ii) with respect to the period from the 26th day of a calendar month
through the last day of such month, the second calendar month next following
such month (for example, for the period from January 26th through February 25th,

<PAGE>

the Current Trading Month is March), "Floating Price Contract" means (i) a
purchase or sale contract based upon a daily index such as a posted price or
NYMEX price from time to time in effect during the delivery month and (ii) a
NYMEX spread transaction in which the length of time between the offsetting
purchase and sale obligations do not exceed twelve months.

     (b) Certain Permitted Financial Instruments. No Loan Party will write (i.e.
sell) or otherwise participate in any swap, collar or similar agreement relating
to Petroleum  Inventory,  or write (i.e. sell) any option,  unless, with respect
thereto,  (i) such Loan Party has an  Offsetting  Position in crude  volumes and
(ii) the counter-party  (or guarantor to the obligations of such  counter-party)
at the time  such  financial  instrument  is made (A) has one or more  long term
unsecured and unenhanced debt obligations rated A or A2 or better, respectively,
by either S&P or Moody's, or (B) is a Lender or an Affiliate of a Lender, or (C)
is listed in Schedule 7.16.

     (c) NYMEX  Transactions.  No Loan Party will convert a NYMEX  position to a
physical  position by way of an  "exchange  for  physicals"  or an  "alternative
delivery  procedure" unless the credit extended in connection with such physical
position  would  comply  with  the  credit  requirements  of the  definition  of
"Approved Eligible Receivables."

7.17 Redelivery of Borrowing Base Report. If, at any time, the amount of any
component of the Borrowing Base, listed in item "(a)" of the definition thereof,
shall decrease, or if any contract related to such item is modified, sold or
exchanged in any way that would negatively affect the Borrowing Base, the
Borrower shall immediately (i) deliver to Administrative Agent a revised
Borrowing Base Report satisfactory to Administrative Agent, which Administrative
Agent shall thereafter furnish to Lenders, and (ii) make any prepayment as may
be required under Section 2.04 resulting from such reduced Borrowing Base.

7.18 Deposit Accounts. No Loan Party shall at any time maintain any Deposit
Account at any Bank (as such terms are defined in Article 9 of the New York
Uniform Commercial Code as in effect) other than Administrative Agent, except
for Deposit Accounts whose deposits do not at any time exceed the aggregate
amount of $1,000,000. No proceeds of Accounts or other Collateral shall be
deposited (whether by check, wire transfer or lock-box service arrangement) in
any Deposit Account other than a Deposit Account maintained at Administrative
Agent or an account subject to an account access control agreement satisfactory
to Administrative Agent except, during a period of up to two months from the
date of this Agreement, amounts not to exceed $150,000 during any month.

ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

8.01     Events of Default.  Any of the following shall constitute an Event of
Default:

     (a) Any Loan Party fails to pay the principal  component of any Loan or any
reimbursement  obligation  with  respect  to any  Letter of Credit  when due and
payable,  whether  at a date  for the  payment  of a fixed  installment  or as a
contingent  or  other  payment  becomes  due  and  payable  or  as a  result  of
acceleration or otherwise;

<PAGE>

     (b) Any Loan Party fails to pay any Obligation  (other than the Obligations
in subsection (a) above) when due and payable, whether at a date for the payment
of a fixed  installment  or as a  contingent  or other  payment  becomes due and
payable or as a result of acceleration or otherwise,  within three Business Days
after the same becomes due;

     (c) Any  event  defined  as a  "default"  or "event  of  default"  under or
otherwise  constituting a breach of in any Loan Document occurs, and the same is
not remedied  within the  applicable  period of grace (if any)  provided in such
Loan Document;

     (d) Any Loan  Party  fails to duly  observe,  perform  or  comply  with any
covenant, agreement or provision of Section 6.04 or Article VII;

     (e) Any Loan Party fails  (other than as  referred to in  subsections  (a),
(b),  (c) or (d) above) to duly  observe,  perform or comply with any  covenant,
agreement,  condition or provision of any Loan  Document to which it is a party,
and such  failure  remains  unremedied  for a period of thirty  (30) days  after
notice of such failure is given by Administrative Agent to Borrower;

     (f) Any representation or warranty previously,  presently or hereafter made
in  writing  by or on  behalf  of any  Loan  Party in  connection  with any Loan
Document shall prove to have been false or incorrect in any material  respect on
any date on or as of which made,  or any Loan  Document at any time ceases to be
valid, binding and enforceable as warranted in Section 5.05 for any reason other
than its release or subordination by Administrative Agent;

     (g) Any Loan Party shall  default in the payment when due of any  principal
of or  interest  on any of its other  Indebtedness  in excess of $250,000 in the
aggregate  (other than  Indebtedness the validity of which is being contested in
good faith by  appropriate  proceedings  and for which  adequate  reserves  with
respect  thereto are  maintained  on the books of such Loan Party in  accordance
with GAAP),  or any event specified in any note,  agreement,  indenture or other
document  evidencing  or  relating to any such  Indebtedness  shall occur if the
effect of such event is to cause, or (with the giving of any notice or the lapse
of time or both) to permit  the holder or  holders  of such  Indebtedness  (or a
trustee  or  agent  on  behalf  of  such  holder  or  holders)  to  cause,  such
Indebtedness  to become  due, or to be prepaid in full  (whether by  redemption,
purchase, offer to purchase or otherwise), prior to its stated maturity;

     (h) Either (i) any "accumulated  funding deficiency" (as defined in Section
412(a) of the Code) in excess of  $250,000  exists  with  respect to any Pension
Plan or  Multiemployer  Plan,  whether  or not  waived by the  Secretary  of the
Treasury or his  delegate,  or (ii) any ERISA Event  occurs with  respect to any
Pension  Plan  or  Multiemployer   Plan  and  the  amount  of  unfunded  benefit
liabilities  as defined in Section  4001(a)(18) of ERISA of such Pension Plan or
Multiemployer  Plan exceeds $250,000 (or in the case of an ERISA Event involving
the  withdrawal  of  a  substantial   employer,   the   withdrawing   employer's
proportionate share of such excess exceeds such amount);

<PAGE>

     (i) General Partner or any other Loan Party:

     (i) institutes or consents to the  institution of any proceeding  under any
Debtor  Relief Law, or makes an  assignment  for the  benefit of  creditors;  or
applies for or consents to the appointment of any receiver,  trustee, custodian,
conservator,  liquidator,  rehabilitator or similar officer for it or for all or
any material part of its property or for all or any part of the  Collateral;  or
any receiver,  trustee,  custodian,  conservator,  liquidator,  rehabilitator or
similar  officer is appointed  without the application or consent of such Person
and the appointment  continues  undischarged or unstayed for sixty (60) calendar
days; or any proceeding  under any Debtor Relief Law relating to any such Person
or to  all or any  material  part  of its  property  or all or any  part  of the
Collateral  is  instituted  without  the  consent of such  Person and  continues
undismissed  or unstayed for sixty (60) calendar days, or an order for relief is
entered in any such proceeding; or

     (ii) becomes  unable or admits in writing its inability or fails  generally
to pay its debts as they  become  due,  or there is issued or levied any writ or
warrant of  attachment  or  execution  or  similar  process  against  all or any
material  part of the  property of any such Person or for all or any part of the
Collateral and is not released,  vacated or fully bonded within thirty (30) days
after its issue or levy; or

     (iii)  there is entered  against  any such  Person (i) a final  judgment or
order for the payment of money in an aggregate amount exceeding $250,000 (to the
extent not covered by independent  third-party insurance as to which the insurer
does not dispute coverage), or (ii) any one or more non-monetary final judgments
that have,  or could  reasonably  be expected to cause,  individually  or in the
aggregate,  a Material  Adverse  Change and,  in either  case,  (A)  enforcement
proceedings  are commenced by any creditor  upon such judgment or order,  or (B)
there  is a  period  of ten  (10)  consecutive  days  during  which  a  stay  of
enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in effect;

     (j) General  Partner shall default in the payment when due of any principal
of or  interest  on  any  of its  Indebtedness  in  excess  of  $250,000  in the
aggregate,  or any event  specified in any note,  agreement,  indenture or other
document  evidencing  or  relating to any such  Indebtedness  shall occur if the
effect of such event is to cause, or (with the giving of any notice or the lapse
of time or both) to permit  the holder or  holders  of such  Indebtedness  (or a
trustee  or  agent  on  behalf  of  such  holder  or  holders)  to  cause,  such
Indebtedness  to become  due, or to be prepaid in full  (whether by  redemption,
purchase, offer to purchase or otherwise), prior to its stated maturity;

     (k) Any Change of Control occurs;

     (l) Any Material Market Open Position Loss occurs;

<PAGE>

     (m) Any Security  Document shall for any reason (other than pursuant to the
terms hereof and thereof)  cease to create a valid and perfected  first priority
Lien in any asset having a value in excess of $100,000;

     (n) During any twelve-month  period, there shall have occurred a default in
payment (and such default  remains  unremedied for five Business Days) of one or
more  Eligible  Receivables  in an amount  exceeding  $500,000  individually  or
$750,000 in the aggregate;

     (o) During any period of thirty (30) consecutive days, the beneficiaries of
Letters of Credit shall make drafts or other  demands for payment  thereunder in
an aggregate amount in excess of $500,000; or

     (p) A Material Adverse Change shall occur.

         Upon the occurrence of an Event of Default described in subsection
(i)(i), (i)(ii) or (i)(iii) of this section with respect to Borrower or Genesis
Energy, L.P., all of the Obligations shall thereupon be immediately due and
payable, without demand, presentment, notice of demand or of dishonor and
nonpayment, protest, notice of protest, notice of intention to accelerate,
declaration or notice of acceleration, or any other notice or declaration of any
kind, all of which are hereby expressly waived by Borrower and each Loan Party
who at any time ratifies or approves this Agreement. Upon any such acceleration,
any obligation of any Lender to make any further Loans and any obligation of L/C
Issuer to issue Letters of Credit hereunder shall be permanently terminated.
During the continuance of any other Event of Default, Administrative Agent at
any time and from time to time may (and upon written instructions from Required
Lenders, Administrative Agent shall), without notice to Borrower or any other
Loan Party, do either or both of the following: (1) terminate any obligation of
Lenders to make Loans hereunder and any obligation of L/C Issuer to issue
Letters of Credit hereunder, and (2) declare any or all of the Obligations
immediately due and payable, and all such Obligations shall thereupon be
immediately due and payable, without demand, presentment, notice of demand or of
dishonor and nonpayment, protest, notice of protest, notice of intention to
accelerate, declaration or notice of acceleration, or any other notice or
declaration of any kind, all of which are hereby expressly waived by Borrower
and each Loan Party who at any time ratifies or approves this Agreement.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders, take any or all of the following actions:

     (a) declare the  commitment of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligations shall be terminated;

     (b) declare  the unpaid  principal  amount of all  outstanding  Loans,  all
interest  accrued and unpaid  thereon,  and all other  amounts  owing or payable
hereunder or under any other Loan  Document to be  immediately  due and payable,
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

<PAGE>

     (c) require that the Borrower Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof); and

     (d)  exercise on behalf of itself and the  Lenders all rights and  remedies
available to it and the Lenders under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

8.03 Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:

         First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

         Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders and the L/C Issuer (including fees, charges and disbursements of
counsel to the respective Lenders and the L/C Issuer and amounts payable under
Article III), ratably among them in proportion to the amounts described in this
clause Second payable to them;

         Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations,
ratably among the Lenders and the L/C Issuer in proportion to the respective
amounts described in this clause Third payable to them;

         Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and
the L/C Issuer in proportion to the respective amounts described in this clause
Fourth held by them;

         Fifth, to the Administrative Agent for the account of the L/C Issuer,
to Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

         Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

<PAGE>

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

ARTICLE IX.
                              ADMINISTRATIVE AGENT

9.01 Appointment and Authority. Each of the Lenders and the L/C Issuer hereby
irrevocably appoints Fleet National Bank, and its successors, to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents
and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the
terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article are solely for the benefit of
the Administrative Agent, the Lenders and the L/C Issuer, and neither the
Borrower nor any other Loan Party shall have rights as a third party beneficiary
of any of such provisions.

9.02 Rights as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Loan Parties or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, the Administrative
Agent:

     (a)  shall  not be  subject  to any  fiduciary  or  other  implied  duties,
regardless of whether a Default has occurred and is continuing;

     (b) shall not have any duty to take any  discretionary  action or  exercise
any  discretionary  powers,  except  discretionary  rights and powers  expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent
is required to exercise as directed in writing by the Required  Lenders (or such
other number or  percentage  of the Lenders as shall be  expressly  provided for
herein or in the other Loan Documents),  provided that the Administrative  Agent
shall not be required to take any action that,  in its opinion or the opinion of
its  counsel,  may  expose  the  Administrative  Agent to  liability  or that is
contrary to any Loan Document or applicable law; and

     (c) shall not,  except as expressly  set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Affiliates that
is communicated to or obtained by the Person serving as the Administrative Agent
or any of its Affiliates in any capacity.

<PAGE>

         The Administrative Agent shall not be liable for any action taken or
not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as
the Administrative Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence
of its own gross negligence or willful misconduct. The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or the L/C Issuer.

         The Administrative Agent shall not be responsible for or have any duty
to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

9.05 Delegation of Duties. The Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub agents appointed by the
Administrative Agent. The Administrative Agent and any such sub agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub agent and to the Related Parties of the
Administrative Agent and any such sub agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities of Administrative Agent.

9.06 Resignation of Administrative Agent. The Administrative Agent may at any
time give notice of its resignation to the Lenders, the L/C Issuer and the
Borrower. Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with

<PAGE>

the  Borrower,  to appoint a successor,  which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the United
States.  If no such  successor  shall  have been so  appointed  by the  Required
Lenders  and shall  have  accepted  such  appointment  within 30 days  after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C Issuer,  appoint a
successor  Administrative  Agent  meeting the  qualifications  set forth  above;
provided  that if the  Administrative  Agent shall  notify the  Borrower and the
Lenders that no  qualifying  Person has  accepted  such  appointment,  then such
resignation  shall  nonetheless  become effective in accordance with such notice
and (1) the retiring  Administrative  Agent shall be discharged  from its duties
and obligations hereunder and under the other Loan Documents (except that in the
case of any collateral  security held by the  Administrative  Agent on behalf of
the  Lenders or the L/C Issuer  under any of the Loan  Documents,  the  retiring
Administrative  Agent shall continue to hold such collateral security until such
time as a successor  Administrative  Agent is  appointed)  and (2) all payments,
communications  and  determinations  provided  to be made by, to or through  the
Administrative  Agent  shall  instead  be made by or to each  Lender and the L/C
Issuer  directly,  until such time as the Required  Lenders  appoint a successor
Administrative Agent as provided for above in this Section.  Upon the acceptance
of a successor's  appointment as Administrative Agent hereunder,  such successor
shall  succeed to and become vested with all of the rights,  powers,  privileges
and duties of the retiring (or retired)  Administrative  Agent, and the retiring
Administrative  Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom
as  provided  above in this  Section).  The fees  payable by the  Borrower  to a
successor  Administrative  Agent  shall  be the  same as  those  payable  to its
predecessor  unless  otherwise  agreed between the Borrower and such  successor.
After the retiring  Administrative  Agent's resignation  hereunder and under the
other Loan  Documents,  the  provisions  of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring  Administrative  Agent,  its
sub agents and their respective  Related Parties in respect of any actions taken
or omitted to be taken by any of them while the  retiring  Administrative  Agent
was acting as Administrative Agent.

         Any resignation by Fleet National Bank as Administrative Agent pursuant
to this Section shall also constitute its resignation as L/C Issuer. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, (a)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C
Issuer shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (c) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangement
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.

9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the
L/C Issuer acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender and
the L/C Issuer also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or

<PAGE>

based upon this Agreement, any other Loan Document or any related agreement or
any document furnished hereunder or thereunder.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none
of the Book Manager, Syndication Agent, Documentation Agent, or Arranger listed
on the cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
any Loan Party, the Administrative Agent (irrespective of whether the principal
of any Loan or L/C Obligation shall then be due and payable as herein expressed
or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise

     (a) to file and  prove a claim for the whole  amount of the  principal  and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary  or  advisable  in order to have the  claims of the  Lenders,  the L/C
Issuer and the  Administrative  Agent  (including  any claim for the  reasonable
compensation,  expenses,  disbursements  and  advances of the  Lenders,  the L/C
Issuer and the Administrative  Agent and their respective agents and counsel and
all other amounts due the Lenders,  the L/C Issuer and the Administrative  Agent
under  Sections  2.03(i)  and (j),  2.08 and  10.04)  allowed  in such  judicial
proceeding; and

     (b) to  collect  and  receive  any  monies  or other  property  payable  or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.08
and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent
to authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

9.10 Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably
authorize the Administrative Agent, at its option and in its discretion,

     (a) to  release  any  Lien  on  any  property  granted  to or  held  by the
Administrative  Agent  under  any  Loan  Document  (i) upon  termination  of the
Aggregate  Commitments  and  payment  in full  of all  Obligations  (other  than
contingent

<PAGE>

indemnification obligations) and the expiration or termination of all Letters of
Credit,  (ii)  that is sold or to be sold as part of or in  connection  with any
sale permitted  hereunder or under any other Loan Document,  or (iii) subject to
Section  10.01,  if approved,  authorized or ratified in writing by the Required
Lenders; and

     (b) to release any  Guarantor  from its  obligations  under the Guaranty if
such Person  ceases to be a Subsidiary  as a result of a  transaction  permitted
hereunder.

         Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
its interest in particular types or items of property, or to release any
Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

ARTICLE X.
                                  MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by the Borrower or
any other Loan Party therefrom, shall be effective unless in writing signed by
the Required Lenders and the Borrower or the applicable Loan Party, as the case
may be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall:

     (a) waive any  condition set forth in Section  4.02(a)  without the written
consent of each Lender;

     (b) extend or increase the Commitment or the Working Capital  Percentage or
the Acquisition  Facility  Percentage of any Lender (or reinstate any Commitment
terminated pursuant to Section 8.02) without the written consent of such Lender;

     (c) extend or postpone  any date fixed by this  Agreement or any other Loan
Document for any payment or mandatory prepayment of principal, interest, fees or
other  amounts due to the Lenders (or any of them)  hereunder or under any other
Loan Document without the written consent of each Lender;

     (d) reduce the principal of, or the rate of interest  specified  herein on,
any Loan or L/C Borrowing,  or (subject to clause (iii) of the second proviso to
this Section  10.01) any fees or other  amounts  payable  hereunder or under any
other Loan  Document  without  the  written  consent of each  Lender;  provided,
however,  that only the consent of the  Required  Lenders  shall be necessary to
amend  the  definition  of  "Default  Rate" or to waive  any  obligation  of the
Borrower to pay interest or Letter of Credit Fees at the Default Rate;

     (e) change  Section  2.12 or Section  8.03 in a manner that would alter the
pro rata sharing of payments  required  thereby  without the written  consent of
each Lender;

<PAGE>
     (f) change any  provision  of this Section or the  definition  of "Required
Lenders" or any other  provision  hereof  specifying the number or percentage of
Lenders  required to amend,  waive or otherwise  modify any rights  hereunder or
make any  determination  or grant any  consent  hereunder,  without  the written
consent of each Lender;

     (g) release  Borrower from its  obligation to pay any Lender's Note without
the written  consent of such Lender or release any Guarantor  from the Guaranty,
except a release of a Guarantor  that has ceased to be a subsidiary  of Borrower
or Genesis Energy, L.P. in a transaction  permitted under this Agreement without
the written consent of each Lender;

     (h) release all or any substantial  portion of the Collateral,  except such
releases relating to sales of property  permitted under Section 7.05 without the
written consent of each Lender;

     (i) amend the  definition of  "Borrowing  Base" or any of the terms used in
that definition without the written consent of each Lender; or

     (j) permit a Loan Party to make an acquisition of any other  Investments in
any Person other than Permitted  Investments without the written consent of each
lender.

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

10.02    Notices; Effectiveness; Electronic Communication.

     (a)   Notices   Generally.   Except  in  the  case  of  notices  and  other
communications  expressly  permitted  to be given by  telephone  (and  except as
provided in subsection (b) below), all notices and other communications provided
for  herein  shall be in writing  and shall be  delivered  by hand or  overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications  expressly permitted hereunder
to be given by telephone shall be made to the applicable  telephone  number,  as
follows:

     (i) if to the Borrower, the Administrative Agent, or the L/C Issuer, to the
address,   telecopier  number,  electronic  mail  address  or  telephone  number
specified for such Person on Schedule 10.02; and

<PAGE>

     (ii) if to any other Lender, to the address,  telecopier number, electronic
mail address or telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

     (b)  Electronic  Communications.  Notices and other  communications  to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication  (including e mail and Internet or intranet  websites) pursuant to
procedures  approved by the  Administrative  Agent,  provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer  pursuant  to Article
II  if  such  Lender  or  the  L/C  Issuer,  as  applicable,  has  notified  the
Administrative  Agent  that it is  incapable  of  receiving  notices  under such
Article by electronic  communication.  The Administrative  Agent or the Borrower
may, in its discretion,  agree to accept notices and other  communications to it
hereunder by electronic  communications  pursuant to procedures  approved by it,
provided that approval of such  procedures may be limited to particular  notices
or communications.

         Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

     (c) Effectiveness of Facsimile Documents and Signatures. Loan Documents may
be  transmitted  and/or  signed  by  facsimile.  The  effectiveness  of any such
documents and signatures  shall,  subject to applicable Law, have the same force
and  effect  as  manually-signed  originals  and  shall be  binding  on all Loan
Parties,  the Administrative Agent and the Lenders. The Administrative Agent may
also  require  that  any  such  documents  and  signatures  be  confirmed  by  a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile  document
or signature.

     (d) Change of Address, Etc. Each of the Borrower,  the Administrative Agent
and the L/C Issuer may change its address,  telecopier  or telephone  number for
notices  and other  communications  hereunder  by  notice  to the other  parties
hereto. Each other Lender may change its address, telecopier or telephone number
for notices and other  communications  hereunder by notice to the Borrower,  the
Administrative Agent, the L/C Issuer.

<PAGE>

     (e)  Reliance  by  Administrative   Agent,  L/C  Issuer  and  Lenders.  The
Administrative  Agent,  the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including  telephonic Loan Notices)  purportedly given
by or on  behalf of the  Borrower  even if (i) such  notices  were not made in a
manner specified herein, were incomplete or were not preceded or followed by any
other form of notice specified herein, or (ii) the terms thereof,  as understood
by the  recipient,  varied from any  confirmation  thereof.  The Borrower  shall
indemnify the Administrative  Agent, the L/C Issuer, each Lender and the Related
Parties  of each of them  from  all  losses,  costs,  expenses  and  liabilities
resulting from the reliance by such Person on each notice  purportedly  given by
or on behalf of the Borrower.  All  telephonic  notices to and other  telephonic
communications   with  the   Administrative   Agent  may  be   recorded  by  the
Administrative  Agent,  and each of the parties  hereto hereby  consents to such
recording.

10.03 No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer
or the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

10.04    Expenses; Indemnity; Damage Waiver.

     (a) Costs and Expenses.  The Borrower  shall pay (i) all  reasonable out of
pocket  expenses  incurred  by  the  Administrative  Agent  and  its  Affiliates
(including the reasonable  fees,  charges and  disbursements  of counsel for the
Administrative  Agent),  in  connection  with  the  syndication  of  the  credit
facilities  provided  for  herein,  the  preparation,   negotiation,  execution,
delivery and  administration  of this  Agreement and the other Loan Documents or
any  amendments,  modifications  or waivers of the provisions  hereof or thereof
(whether  or not the  transactions  contemplated  hereby  or  thereby  shall  be
consummated),  (ii) all  reasonable out of pocket  expenses  incurred by the L/C
Issuer in connection with the issuance,  amendment,  renewal or extension of any
Letter of Credit  or any  demand  for  payment  thereunder  and (iii) all out of
pocket  expenses  incurred by the  Administrative  Agent,  any Lender or the L/C
Issuer  (including the fees,  charges and  disbursements  of any counsel for the
Administrative  Agent,  any Lender or the L/C Issuer),  in  connection  with the
enforcement  or protection of its rights (A) in connection  with this  Agreement
and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder,  including
all such out of pocket expenses  incurred during any workout,  restructuring  or
negotiations in respect of such Loans or Letters of Credit.

     (b)  Indemnification  by the  Borrower.  The Borrower  shall  indemnify the
Administrative  Agent  (and any  sub-agent  thereof),  each  Lender  and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee")  against,  and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), incurred
by any  Indemnitee or

<PAGE>

asserted  against any  Indemnitee  by any third party or by the  Borrower or any
other Loan Party arising out of, in  connection  with, or as a result of (i) the
execution  or  delivery  of this  Agreement,  any  other  Loan  Document  or any
agreement or instrument  contemplated hereby or thereby,  the performance by the
parties hereto of their  respective  obligations  hereunder or thereunder or the
consummation of the transactions  contemplated hereby or thereby,  (ii) any Loan
or  Letter  of  Credit  or the use or  proposed  use of the  proceeds  therefrom
(including  any refusal by the L/C Issuer to honor a demand for payment  under a
Letter of Credit if the documents  presented in  connection  with such demand do
not strictly  comply with the terms of such Letter of Credit),  (iii) any actual
or alleged  presence or release of  Hazardous  Materials on or from any property
owned or operated by any Loan Party, or any  Environmental  Liability related in
any way to any Loan Party, or (iv) any actual or prospective claim,  litigation,
investigation or proceeding  relating to any of the foregoing,  whether based on
contract,  tort or any other theory,  whether brought by a third party or by the
Borrower or any other Loan Party,  and regardless of whether any Indemnitee is a
party thereto, in all cases, whether or not caused by or arising, in whole or in
part,  out of the  negligence of the  Indemnitee;  provided that such  indemnity
shall not, as to any  Indemnitee,  be  available to the extent that such losses,
claims,  damages,  liabilities or related expenses (x) are determined by a court
of competent  jurisdiction by final and nonappealable  judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim  brought  by the  Borrower  or any  other  Loan  Party  against  an
Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or
under any other Loan Document, if the Borrower or such Loan Party has obtained a
final and  nonappealable  judgment in its favor on such claim as determined by a
court of competent jurisdiction.

     (c)  Reimbursement  by  Lenders.  To the extent that the  Borrower  for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the  Administrative  Agent (or any sub-agent
thereof),  the L/C Issuer or any  Related  Party of any of the  foregoing,  each
Lender  severally  agrees  to pay to  the  Administrative  Agent  (or  any  such
sub-agent),  the L/C  Issuer or such  Related  Party,  as the case may be,  such
Lender's  Applicable  Percentage  (determined as of the time that the applicable
unreimbursed  expense or  indemnity  payment is sought) of such  unpaid  amount,
provided that the  unreimbursed  expense or  indemnified  loss,  claim,  damage,
liability  or related  expense,  as the case may be, was incurred by or asserted
against the  Administrative  Agent (or any such  sub-agent) or the L/C Issuer in
its  capacity  as such,  or against any  Related  Party of any of the  foregoing
acting for the  Administrative  Agent (or any such  sub-agent)  or L/C Issuer in
connection  with such  capacity.  The  obligations  of the  Lenders  under  this
subsection (c) are subject to the provisions of Section 2.11(d).

     (d) Waiver of Consequential  Damages,  Etc. To the fullest extent permitted
by applicable law, the Borrower shall not assert,  and hereby waives,  any claim
against any  Indemnitee,  on any theory of  liability,  for  special,  indirect,
consequential  or  punitive  damages  (as  opposed to direct or actual  damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Loan  Document  or  any  agreement  or  instrument   contemplated   hereby,  the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof.  No Indemnitee  referred to in

<PAGE>

subsection  (b) above  shall be liable for any damages  arising  from the use by
unintended  recipients of any information or other  materials  distributed by it
through telecommunications, electronic or other information transmission systems
in  connection   with  this  Agreement  or  the  other  Loan  Documents  or  the
transactions contemplated hereby or thereby.

     (e) Payments. All amounts due under this Section shall be payable not later
than ten Business Days after demand therefor.

     (f) Survival.  The agreements in this Section shall survive the resignation
of the  Administrative  Agent and the L/C Issuer, the replacement of any Lender,
the termination of the Aggregate Commitments and the repayment,  satisfaction or
discharge of all the other Obligations.

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the
Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or
the Administrative Agent, the L/C Issuer or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect. The obligations of the Lenders
and the L/C Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.

10.06    Successors and Assigns.

     (a)  Successors  and Assigns  Generally.  The  provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors  and assigns  permitted  hereby,  except that neither the
Borrower  nor any other Loan Party may assign or  otherwise  transfer any of its
rights or  obligations  hereunder  without  the  prior  written  consent  of the
Administrative  Agent and each  Lender  and no Lender  may  assign or  otherwise
transfer any of its rights or  obligations  hereunder  except (i) to an Eligible
Assignee in accordance  with the  provisions of subsection  (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d)
of this Section,  or (iii) by way of pledge or assignment of a security interest
subject to the  restrictions  of  subsection  (f) of this Section (and any other
attempted  assignment  or transfer by any party  hereto shall be null and void).
Nothing in this  Agreement,  expressed or implied,  shall be construed to confer
upon any Person (other than the parties hereto, their respective  successors and
assigns permitted hereby,  Participants to the extent provided in subsection (d)
of this Section and, to the extent expressly  contemplated  hereby,  the Related
Parties of each of the Administrative Agent, the L/C Issuer and the

<PAGE>

Lenders)  any legal or  equitable  right,  remedy or claim under or by reason of
this Agreement.

     (b)  Assignments  by  Lenders.  Any Lender may at any time assign to one or
more  Eligible  Assignees all or a portion of its rights and  obligations  under
this  Agreement  (including  all or a portion  of its  Commitment  and the Loans
(including  for  purposes  of  this  subsection  (b),   participations   in  L/C
Obligations) at the time owing to it); provided that

     except in the case of an assignment of the entire  remaining  amount of the
assigning  Lender's  Commitment  and the Loans at the time owing to it or in the
case of an  assignment  to a Lender or an  Affiliate  of a Lender or an Approved
Fund with respect to a Lender, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) or, if the Commitment is not
then in effect, the principal  outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the Assignment
and   Assumption   with  respect  to  such   assignment   is  delivered  to  the
Administrative  Agent or, if "Trade  Date" is specified  in the  Assignment  and
Assumption,  as of the Trade Date, shall not be less than $1,000,000 unless each
of the Administrative Agent and, so long as no Event of Default has occurred and
is  continuing,  the Borrower  otherwise  consents  (each such consent not to be
unreasonably withheld or delayed);

     (i)  each  partial   assignment  shall  be  made  as  an  assignment  of  a
proportionate  part of all the assigning  Lender's rights and obligations  under
this Agreement with respect to the Loans or the Commitment assigned;

     (ii) any assignment of a Commitment must be approved by the  Administrative
Agent and the L/C Issuer  unless the Person  that is the  proposed  assignee  is
itself a Lender (whether or not the proposed assignee would otherwise qualify as
an Eligible Assignee); and

     (iii) the  parties to each  assignment  shall  execute  and  deliver to the
Administrative  Agent an Assignment and  Assumption,  together with a processing
and  recordation  fee of $3,500,  payable by such  assignor  Lender  (and not at
Borrower's  expense) to Administrative  Agent and the Eligible  Assignee,  if it
shall  not  be  a  Lender,   shall  deliver  to  the  Administrative   Agent  an
Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04,

<PAGE>

3.05, and 10.04 with respect to facts and  circumstances  occurring prior to the
effective date of such assignment.  Upon request,  the Borrower (at its expense)
shall  execute and deliver a Note to the  assignee  Lender.  Any  assignment  or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a
sale by such  Lender  of a  participation  in such  rights  and  obligations  in
accordance with subsection (d) of this Section.

     (c) Register.  The Administrative  Agent, acting solely for this purpose as
an agent of the Borrower,  shall maintain at the Administrative Agent's Office a
copy of each  Assignment and  Assumption  delivered to it and a register for the
recordation of the names and addresses of the Lenders,  and the  Commitments of,
and  principal  amounts of the Loans and L/C  Obligations  owing to, each Lender
pursuant to the terms hereof from time to time (the "Register").  The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the  Lenders  may treat each  Person  whose  name is  recorded  in the  Register
pursuant  to the terms  hereof as a Lender  hereunder  for all  purposes of this
Agreement,  notwithstanding  notice  to the  contrary.  The  Register  shall  be
available  for  inspection  by each of the  Borrower  and the L/C  Issuer at any
reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request for a consent for a material or substantive change to
the Loan Documents is pending,  any Lender wishing to consult with other Lenders
in connection  therewith may request and receive from the Administrative Agent a
copy of the Register.

     (d) Participations.  Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Administrative  Agent, sell participations to any
Person  (other than a natural  person or the  Borrower or any of the  Borrower's
Affiliates or Subsidiaries)  (each, a "Participant") in all or a portion of such
Lender's  rights and/or  obligations  under this  Agreement  (including all or a
portion  of  its   Commitment   and/or  the  Loans   (including   such  Lender's
participations in L/C Obligations) owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged,  (ii) such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such obligations and (iii) the Borrower,  the Administrative  Agent, the Lenders
and the L/C Issuer shall  continue to deal solely and directly  with such Lender
in connection with such Lender's rights and obligations under this Agreement.

     Any  agreement  or  instrument  pursuant  to  which a Lender  sells  such a
participation  shall  provide  that such Lender  shall  retain the sole right to
enforce this Agreement and to approve any amendment,  modification  or waiver of
any provision of this Agreement;  provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such  Participant.  Subject to subsection (e) of this
Section,  the  Borrower  agrees that each  Participant  shall be entitled to the
benefits  of  Sections  3.01,  3.04 and 3.05 to the same  extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section.  To the extent  permitted by law, each  Participant  also shall be
entitled to the benefits of Section  10.08 as though it were a Lender,  provided
such  Participant  agrees  to be  subject  to  Section  2.12 as though it were a
Lender.

<PAGE>

     (e)  Limitations  upon  Participant  Rights.  A  Participant  shall  not be
entitled to receive  any greater  payment  under  Section  3.01 or 3.04 than the
applicable  Lender  would  have been  entitled  to receive  with  respect to the
participation sold to such Participant,  unless the sale of the participation to
such  Participant  is  made  with  the  Borrower's  prior  written  consent.   A
Participant  that  would be a Foreign  Lender  if it were a Lender  shall not be
entitled to the  benefits of Section 3.01 unless the Borrower is notified of the
participation  sold to such  Participant and such  Participant  agrees,  for the
benefit of the  Borrower,  to comply  with  Section  3.01(e) as though it were a
Lender.

     (f) Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any  portion of its rights  under this  Agreement  (including
under its Note,  if any) to secure  obligations  of such Lender,  including  any
pledge or assignment to secure  obligations to a Federal Reserve Bank;  provided
that no such  pledge or  assignment  shall  release  such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

     (g) Electronic Execution of Assignments.  The words "execution,"  "signed,"
"signature,"  and words of like import in any Assignment and Assumption shall be
deemed to include electronic  signatures or the keeping of records in electronic
form,   each  of  which  shall  be  of  the  same  legal  effect,   validity  or
enforceability  as a manually  executed  signature  or the use of a  paper-based
recordkeeping  system,  as the case may be, to the extent and as provided for in
any applicable law,  including the Federal  Electronic  Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other  similar  state laws based on the Uniform  Electronic  Transactions
Act.

     (h) Resignation as L/C Issuer after Assignment. Notwithstanding anything to
the contrary contained herein, if at any time Fleet National Bank assigns all of
its Commitment  and Loans pursuant to subsection (b) above,  Fleet National Bank
may upon thirty (30) days' notice to the Borrower and the Lenders, resign as L/C
Issuer.  In the event of any such resignation as L/C Issuer,  the Borrower shall
be entitled to appoint from among the Lenders a successor L/C Issuer  hereunder;
provided, however, that no failure by the Borrower to appoint any such successor
shall affect the  resignation of Fleet National Bank as L/C Issuer,  as the case
may be. If Fleet  National  Bank resigns as L/C Issuer,  it shall retain all the
rights and  obligations of the L/C Issuer  hereunder with respect to all Letters
of Credit  outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto (including the right to require the
Lenders  to make Base Rate  Loans or fund risk  participations  in  Unreimbursed
Amounts pursuant to Section 2.03(c)).

10.07 Treatment of Certain Information; Confidentiality. Each of the
Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates' respective
partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to

<PAGE>

have jurisdiction over it (including any self-regulatory  authority, such as the
National Association of Insurance Commissioners),  (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,  (d)
to any other party hereto,  (e) in connection  with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding  relating
to this  Agreement  or any other  Loan  Document  or the  enforcement  of rights
hereunder  or  thereunder,  (f) subject to an  agreement  containing  provisions
substantially  the same as  those of this  Section,  to (i) any  assignee  of or
Participant  in, or any  prospective  assignee of or Participant  in, any of its
rights or  obligations  under this  Agreement or (ii) any actual or  prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such  Information  (i)  becomes  publicly  available  other than as a
result  of  a  breach  of  this  Section  or  (ii)  becomes   available  to  the
Administrative  Agent,  any  Lender,  the L/C Issuer or any of their  respective
Affiliates on a nonconfidential basis from a source other than the Borrower.

         For purposes of this Section, "Information" means all information
received from any Loan Party relating to any Loan Party or any of their
respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis
prior to disclosure by the Borrower or any Subsidiary, provided that, in the
case of information received from any Loan Party after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

10.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such
Lender, the L/C Issuer or any such Affiliate to or for the credit or the account
of the Borrower or any other Loan Party against any and all of the obligations
of the Borrower or such Loan Party now or hereafter existing under this
Agreement or any other Loan Document to such Lender or the L/C Issuer,
irrespective of whether or not such Lender or the L/C Issuer shall have made any
demand under this Agreement or any other Loan Document and although such
obligations of the Borrower or such Loan Party may be contingent or unmatured or
are owed to a branch or office of such Lender or the L/C Issuer different from
the branch or office holding such deposit or obligated on such indebtedness. The
rights of each Lender, the L/C Issuer and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender, the L/C Issuer or their respective Affiliates may
have. Each Lender and the L/C Issuer agrees to notify the Borrower and the
Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall receive interest in an amount that

<PAGE>

exceeds the Maximum Rate, the excess  interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal,  refunded to the Borrower.
In determining  whether the interest contracted for, charged, or received by the
Administrative  Agent or a Lender exceeds the Maximum Rate,  such Person may, to
the extent permitted by applicable Law, (a) characterize any payment that is not
principal  as an expense,  fee, or premium  rather  than  interest,  (b) exclude
voluntary  prepayments  and the  effects  thereof,  and (c)  amortize,  prorate,
allocate,  and spread in equal or  unequal  parts the total  amount of  interest
throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed
in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section
4.01, this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

10.11 Survival of Representations and Warranties. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.12 Severability. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

10.13 Replacement of Lenders. If any Lender requests compensation under Section
3.04, or if the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section
3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 10.06), all of its interests, rights and obligations under
this Agreement and the related

<PAGE>

Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided that:

     (a) the Borrower shall have paid to the Administrative Agent the assignment
fee specified in Section 10.06(b);

     (b) such  Lender  shall have  received  payment  of an amount  equal to the
outstanding  principal of its Loans and L/C Advances,  accrued interest thereon,
accrued fees and all other  amounts  payable to it hereunder and under the other
Loan Documents  (including any amounts under Section 3.05) from the assignee (to
the extent of such  outstanding  principal and accrued interest and fees) or the
Borrower (in the case of all other amounts);

     (c)  in the  case  of any  such  assignment  resulting  from  a  claim  for
compensation  under  Section  3.04 or payments  required to be made  pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

     (d) such assignment does not conflict with applicable Laws.

         A Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

10.14    Governing Law; Jurisdiction; Etc.

     (a) GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     (b)  SUBMISSION  TO  JURISDICTION.  THE  BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND  UNCONDITIONALLY  SUBMITS,  FOR ITSELF AND ITS PROPERTY,  TO THE
NONEXCLUSIVE  JURISDICTION  OF THE  COURTS  OF THE  STATE OF NEW YORK AND OF THE
UNITED STATES  DISTRICT  COURT OF THE SOUTHERN  DISTRICT OF SUCH STATE,  AND ANY
APPELLATE COURT FROM ANY THEREOF,  IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN  DOCUMENT,  OR FOR  RECOGNITION OR
ENFORCEMENT  OF ANY JUDGMENT,  AND EACH OF THE PARTIES  HERETO  IRREVOCABLY  AND
UNCONDITIONALLY  AGREES  THAT  ALL  CLAIMS  IN  RESPECT  OF ANY SUCH  ACTION  OR
PROCEEDING  MAY BE HEARD AND  DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE
PARTIES  HERETO  AGREES THAT A FINAL  JUDGMENT IN ANY SUCH ACTION OR  PROCEEDING
SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN
ANY OTHER LOAN DOCUMENT  SHALL AFFECT ANY RIGHT THAT THE  ADMINISTRATIVE  AGENT,

<PAGE>

ANY  LENDER  OR THE L/C  ISSUER  MAY  OTHERWISE  HAVE TO  BRING  ANY  ACTION  OR
PROCEEDING  RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN  DOCUMENT  AGAINST THE
BORROWER  OR ANY  OTHER  LOAN  PARTY  OR ITS  PROPERTIES  IN THE  COURTS  OF ANY
JURISDICTION.

     (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY  WAIVES,  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR  PROCEEDING  ARISING OUT OF OR RELATING TO THIS  AGREEMENT  OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE
PARTIES  HERETO  HEREBY  AGREES THAT  SECTIONS  5-1401 AND 4-1402 OF THE GENERAL
OBLIGATIONS  LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN  DOCUMENTS AND
IRREVOCABLY  WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY  APPLICABLE  LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.

     (d) SERVICE OF PROCESS.  IN FURTHERANCE OF THE FOREGOING,  BORROWER  HEREBY
IRREVOCABLY  DESIGNATES AND APPOINTS CT Corporation  System, 111 eighth avenue ,
New York, New York 10011, AS AGENT OF BORROWER TO RECEIVE SERVICE OF ALL PROCESS
BROUGHT  AGAINST  BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT
IN NEW YORK, SUCH SERVICE BEING HEREBY  ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE
AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL
ALSO BE SENT BY REGISTERED MAIL TO BORROWER AT ITS ADDRESS SET FORTH BELOW,  BUT
THE FAILURE OF BORROWER TO RECEIVE  SUCH COPIES  SHALL NOT AFFECT IN ANY WAY THE
SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDER PARTIES A
CONSENT OF CORPORATION  SERVICE  COMPANY  AGREEING TO ACT HEREUNDER PRIOR TO THE
EFFECTIVE  DATE OF THIS  AGREEMENT.  NOTHING  HEREIN  SHALL  AFFECT THE RIGHT OF
LENDER  PARTIES TO SERVE  PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT OF LENDER PARTIES TO BRING  PROCEEDINGS  AGAINST BORROWER IN THE
COURTS OF ANY OTHER JURISDICTION.  IF FOR ANY REASON CORPORATION SERVICE COMPANY
SHALL RESIGN OR OTHERWISE  CEASE TO ACT AS  BORROWER'S  AGENT,  BORROWER  HEREBY
IRREVOCABLY  AGREES  TO  (A)  IMMEDIATELY  DESIGNATE  AND  APPOINT  A NEW  AGENT
ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT,
SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CORPORATION SERVICE COMPANY
FOR ALL PURPOSES  HEREOF AND (B) PROMPTLY  DELIVER TO  ADMINISTRATIVE  AGENT THE
WRITTEN CONSENT (IN FORM AND SUBSTANCE  SATISFACTORY TO ADMINISTRATIVE AGENT) OF
SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

<PAGE>

10.15 Waiver of Jury Trial. EACH PARTY HERETO AND ANY OTHER LOAN PARTY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. BORROWER
AND EACH LENDER HEREBY FURTHER (A) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
LITIGATION ANY "SPECIAL DAMAGES," AS DEFINED BELOW, (B) CERTIFY THAT NO PARTY
HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (C)
ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
AS USED IN THIS SECTION, "SPECIAL DAMAGES" INCLUDES ALL SPECIAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE
ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR
DELIVER TO ANY OTHER PARTY HERETO.

10.16 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.

10.17    Time of the Essence.  Time is of the essence of the Loan Documents.

10.18 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

<PAGE>

10.19    Special Provisions.

     (a) From and after the Closing Date, (i) each Exiting Lender shall cease to
be a party to this Agreement,  (ii) no Exiting Lender shall have any obligations
or  liabilities  under this  Agreement with respect to the period from and after
the Closing Date and,  without  limiting the foregoing,  no Exiting Lender shall
have any Commitment  under this Agreement or any  participation in any Letter of
Credit outstanding hereunder,  (iii) all Letters of Credit outstanding under the
Existing Credit  Agreement will be deemed  outstanding  under this Agreement and
will be governed as if issued under this  Agreement  and (iv) no Exiting  Lender
shall have any rights under the Existing Credit Agreement, this Agreement or any
other Loan  Document  (other than rights  under the  Existing  Credit  Agreement
expressly stated to survive the termination of the Existing Credit Agreement and
the repayment of amounts outstanding thereunder).

     (b) The Lenders  (which are Lenders  under the Existing  Credit  Agreement)
hereby  waive any  requirements  for notice of  prepayment,  minimum  amounts of
prepayments  of Loans (as defined in the  Existing  Credit  Agreement),  ratable
reductions of the commitments of the Lenders under the Existing Credit Agreement
and  ratable  payments on account of the  principal  or interest of any Loan (as
defined in the Existing Credit Agreement) under the Existing Credit Agreement to
the extent such  prepayment,  reductions  or payments are  required  pursuant to
subsection 4.01(a)(xvii).

     (c) The Lenders hereby authorize the Administrative  Agent and the Borrower
to request borrowings from the Lenders, to make prepayments of Loans (as defined
in the Existing Credit  Agreement) and to reduce  commitments under the Existing
Credit Agreement among the Lenders (as defined in the Existing Credit Agreement)
in order to ensure that, upon the effectiveness of this Agreement,  the Loans of
the Lenders shall be  outstanding  on a ratable  basis in accordance  with their
respective Applicable Percentages and that the Commitments shall be as set forth
on Schedule 2.01 hereto and no such  borrowing,  prepayment  or reduction  shall
violate any provisions of the Existing Credit  Agreement or this Agreement.  The
Lenders hereby confirm that, from and after the Closing Date, all participations
of the Lenders in respect of Letters of Credit outstanding hereunder pursuant to
Section  2.03(c)  shall be based upon the  Working  Capital  Percentages  of the
Lenders (after giving effect to this Agreement).

     (d) The Borrower  hereby  terminates,  effective as of the Closing Date, in
full the commitments under the Existing Credit Agreement of the Exiting Lenders.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]



<PAGE>



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


BORROWER:                                         GENESIS CRUDE OIL, L.P.

                                                  By:      GENESIS ENERGY, INC.,
                                                            its general partner


                                                  By:     /s/ Ross A. Benavides
                                                          ----------------------
                                                  Ross A. Benavides
                                                  Chief Financial Officer

GUARANTOR:                                        GENESIS ENERGY, INC.


                                                  By:     /s/ Ross A. Benavides
                                                          ----------------------
                                                  Ross A. Benavides
                                                  Chief Financial Officer


                                                  GENESIS ENERGY, L.P.

                                                  By:      GENESIS ENERGY, INC.,
                                                            its general partner


                                                  By:      /s/ Ross A. Benavides
                                                           ---------------------
                                                  Ross A. Benavides
                                                  Chief Financial Officer

Address for Borrower and Guarantors:

500 Dallas Street, Suite 2500
Houston, Texas 77002
Attention: Ross A. Benavides
Telephone:  713-860-2528
Fax: 713-860-2636





<PAGE>


FLEET NATIONAL BANK,
Administrative Agent, LC Issuer and a Lender


By: /s/ Allison Rossi
    ----------------------
    Allison Rossi
    Director

Address:

100 Federal Street
Boston, Massachusetts 02110
Attention: Allison Rossi
Mail Code: MADE 10009H
Telephone: (617) 434-9061
Fax: (617) 434-3652


BANC OF AMERICA SECURITIES LLC,
Arranger and Book Manager


By: /s/ Richard Makin
    ----------------------
    Richard Makin
    Managing Director