CONVERSION AND CONTRIBUTION AGREEMENT
THIS CONVERSION AND CONTRIBUTION AGREEMENT (this "Agreement"),
dated as
of June 9, 2005 is entered into by and
among Genesis Energy, L.P., a Delaware
limited partnership (the "MLP"), Genesis
Crude Oil, L.P., a Delaware limited
partnership (the "OLP") and Genesis Energy,
Inc., a Delaware corporation (the
"GP").
RECITALS
WHEREAS, Section 7.12 of the Third Amended OLP Agreement provides
for
the GP to receive Incentive Compensation
Payments from the OLP in certain
circumstances;
WHEREAS, Section 7.13 of the Third Amended OLP Agreement, allows
the GP
to convert the Incentive Compensation
Payments set out in Section 7.12 into the
Converted OLP Incentive Distribution
Rights;
WHEREAS, following such a conversion, the GP wishes to contribute
the
Converted OLP Incentive Distribution Rights
to the MLP in exchange for the
Incentive Distribution Rights in the MLP
and the MLP wishes to issue the
Incentive Distribution Rights to the
GP;
NOW, THEREFORE, in consideration of their mutual undertakings
and
agreements hereunder, the parties to this
Agreement undertake and agree as
follows:
ARTICLE I
Definitions
1.1 Definitions. In addition to the
capitalized terms defined in the opening
paragraph of this Agreement, the following
capitalized terms shall have the
meanings given below.
"Agreement" means this Conversion and Contribution Agreement.
"Conversion Election" is defined in the Third Amended OLP
Agreement.
"Converted OLP Incentive Distribution Rights" is defined in Section
2.1
of this Agreement.
"Fourth Amended MLP Agreement" is defined in Section 5.2 of
this
Agreement.
"Fourth Amended OLP Agreement" is defined in Section 5.1 of
this
Agreement.
"GP Unit" means an equity interest in the MLP representing a
fractional
part of the MLP General Partner Interest
and having the rights and obligations
specified with respect to GP Units in the
Third Amended MLP Agreement.
"Incentive Compensation Payments" is defined in the Third Amended
OLP
Agreement.
"Incentive Distribution Rights" is defined in the Fourth Amended
MLP
Agreement.
<PAGE> 2
"Third Amended MLP Agreement" means the Third Amended and
Restated
Agreement of Limited Partnership of Genesis
Energy, L.P. dated as of July 31,
2002 as the same may be amended or restated
pursuant to the terms of this
Agreement.
"Third Amended OLP Agreement" means the Third Amended and
Restated
Agreement of Limited Partnership of Genesis
Crude Oil, L.P. dated as of July 31,
2002, as the same may be amended or
restated pursuant to the terms of this
Agreement.
ARTICLE II
Conversions, Contributions and Issuances
2.1 Conversion of Incentive Compensation
Payments. Pursuant to Section 7.13 of
the Third Amended OLP Agreement, the GP
hereby makes a Conversion Election with
respect to its Incentive Compensation
Payments in the OLP and such Incentive
Compensation Payments are hereby converted
thereunder into incentive
distribution rights in the OLP (the
"Converted OLP Incentive Distribution
Rights").
2.2 Contribution and Exchange of Incentive
Distribution Rights.
Effective immediately following the
conversion contemplated by Section 2.1 of
this Agreement, and without any further
action on the part of the GP, the GP
hereby contributes, transfers, assigns and
conveys to the MLP, its successors
and assigns, all right, title and interest
of the GP in and to the Converted OLP
Incentive Distribution Rights, and, in
exchange therefor, the MLP hereby issues
to the GP the Incentive Distribution Rights
in the MLP. Immediately following
such contributio
