UNDERWRITING AGREEMENT

Underwriting Agreement

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GENESIS ENERGY LP | A.G. EDWARDS & SONS, INC. | RBC CAPITAL MARKETS CORPORATION

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Title: UNDERWRITING AGREEMENT
Governing Law: Missouri Date: 12/13/2005
Industry: Oil and Gas Operations

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GENESIS ENERGY, L.P.

3,600,000 COMMON UNITS

REPRESENTING LIMITED PARTNER INTERESTS

UNDERWRITING AGREEMENT

December 7, 2005

A.G. EDWARDS & SONS, INC.

RBC CAPITAL MARKETS CORPORATION

c/o A.G. Edwards & Sons, Inc.

One North Jefferson Avenue

St. Louis, Missouri 63103

The undersigned, Genesis Energy, L.P., a Delaware limited partnership (the

"PARTNERSHIP"), and Genesis Crude Oil, L.P., a Delaware limited partnership (the

"OPERATING PARTNERSHIP"), hereby address you as the "UNDERWRITERS" and hereby

confirm their agreement with the several Underwriters named below. The

Partnership and the Operating Partnership are together referred to herein as the

"GENESIS PARTIES." The Genesis Parties and the other Subsidiaries (as defined in

Section 4(h)) are referred to collectively herein as the "PARTNERSHIP ENTITIES."

1. DESCRIPTION OF COMMON UNITS. The Partnership proposes to issue and sell

to the Underwriters 3,600,000 common units (the "FIRM UNITS") representing

limited partner interests in the Partnership (as defined in the Partnership

Agreement (defined below), "COMMON UNITS"). Solely for the purpose of covering

over-allotments in the sale of the Firm Units, the Partnership further proposes

to grant to the Underwriters the right to purchase up to an additional 540,000

Common Units (the "OPTION UNITS"), as provided in Section 3 of this Agreement.

The Firm Units and the Option Units are herein sometimes referred to as the

"UNITS" and are more fully described in the Prospectus hereinafter defined.

2. PURCHASE, SALE AND DELIVERY OF THE FIRM UNITS. On the basis of the

representations, warranties and agreements herein contained, but subject to the

terms and conditions herein set forth, the Partnership agrees to sell to the

Underwriters, and each such Underwriter agrees, severally and not jointly, (a)

to purchase from the Partnership, at a purchase price of $9.975 per unit, the

number of Firm Units set forth opposite the name of such Underwriter in Schedule

I hereto and (b) to purchase from the Partnership any additional number of

Option Units which such Underwriter may become obligated to purchase pursuant to

Section 3 hereof.

Delivery of the Firm Units will be in book-entry form through the

facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery

of the documents required by Section 6 hereof with respect to the Firm Units

shall be made at or prior to 11:00

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a.m., Central Standard Time, on December 13, 2005 at the offices of Akin Gump

Strauss Hauer & Feld LLP, 1111 Louisiana Street, 44th Floor, Houston, Texas

77002 or at such other place as may be agreed upon between A.G. Edwards & Sons,

Inc. and the Partnership (the "PLACE OF CLOSING"), or at such other time and

date not later than five full business days thereafter as A.G. Edwards & Sons,

Inc. and the Partnership may agree, such time and date of payment and delivery

being herein called the "CLOSING DATE."

The Partnership will cause its transfer agent to deposit as original issue

the Firm Units pursuant to the Full Fast Delivery Program of the DTC.

It is understood that an Underwriter, individually, may (but shall not be

obligated to) make payment on behalf of the other Underwriters whose funds shall

not have been received prior to the Closing Date for Units to be purchased by

such Underwriter. Any such payment by an Underwriter shall not relieve the other

Underwriters of any of their obligations hereunder.

It is understood that the Underwriters propose to offer the Units to the

public upon the terms and conditions set forth in the Registration Statement

hereinafter defined.

3. PURCHASE, SALE AND DELIVERY OF THE OPTION UNITS. The Partnership hereby

grants an option to the Underwriters to purchase from the Partnership up to

540,000 Option Units, on the same terms and conditions as the Firm Units;

provided, however, that such option may be exercised only for the purpose of

covering any over-allotments that may be made by the Underwriters in the sale of

the Firm Units. No Option Units shall be sold or delivered unless the Firm Units

previously have been, or simultaneously are, sold and delivered.

The option is exercisable by the Underwriters at any time, and from time to

time, before the expiration of 30 days from the date of the Prospectus

Supplement (as defined herein) (or, if such 30th day shall be a Saturday or

Sunday or a holiday, on the next day thereafter when the American Stock Exchange

is open for trading), for the purchase of all or part of the Option Units

covered thereby, by notice given by A.G. Edwards & Sons, Inc. to the Partnership

in the manner provided in Section 12 hereof, setting forth the number of Option

Units as to which the Underwriters are exercising the option, and the date of

delivery of said Option Units, which date shall not be more than five business

days after such notice unless otherwise agreed to by the Partnership and A.G.

Edwards & Sons, Inc. The Underwriters may terminate the option at any time, as

to any unexercised portion thereof, by giving written notice from A.G. Edwards &

Sons, Inc. to the Partnership to such effect.

The Underwriters shall make such allocation of the Option Units among them

as may be required to eliminate purchases of fractional Units.

Delivery of the Option Units will be in book-entry form through the

facilities of DTC. Delivery of the documents required by Section 6 hereof with

respect to the Option Units shall be made at the Place of Closing at or prior to

11:00 a.m., Central Standard Time, on the date designated in the notice given by

A.G. Edwards & Sons, Inc. as provided above, or at such other time and date as

A.G. Edwards & Sons, Inc. and the Partnership may agree (which may be the same

as the Closing Date), such time and date of payment and delivery being herein

called the

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"OPTION CLOSING DATE." On the Option Closing Date, the Genesis Parties shall

provide the Underwriters such representations, warranties, agreements, opinions,

letters, certificates and covenants with respect to the Option Units as are

required to be delivered on the Closing Date with respect to the Firm Units.

The Partnership will cause its transfer agent to deposit as original issue

the Option Units pursuant to the Full Fast Delivery Program of the DTC.

4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE GENESIS PARTIES. The

Genesis Parties jointly and severally represent and warrant to and agree with

each Underwriter that:

(a) Definitions. The Partnership has prepared and filed with the

Securities and Exchange Commission (the "SEC"), pursuant to and in

conformity with the requirements of the Securities Act of 1933, as amended

(the "1933 ACT"), and the rules and regulations thereunder (the "1933 ACT

RULES AND REGULATIONS"), a registration statement on Form S-3 (Registration

No. 333-126482), including a prospectus relating to the Common Units and

such amendments to such registration statement as may have been required

prior to the date of this Agreement. Such registration statement and any

post-effective amendments thereto have become effective under the 1933 Act.

The Company also has filed, or proposes to file, with the SEC pursuant to

Rule 424(b) of the 1933 Act Rules and Regulations, a prospectus supplement

specifically relating to the Units. Copies of such registration statement,

including any amendments thereto, each related prospectus contained

therein, and the exhibits, financial statements and schedules thereto have

heretofore been delivered by the Partnership to the Underwriters. The term

"REGISTRATION STATEMENT" as used herein means the registration statement as

amended at the time it became effective under the 1933 Act (the "EFFECTIVE

DATE"), including financial statements and all exhibits and any information

deemed to be part of the Registration Statement pursuant to Rule 430A or

430C of the 1933 Act Rules and Regulations. If it is contemplated, at the

time this Agreement is executed, that a post-effective amendment to such

registration statement will be filed and must be declared effective before

the offering of Units may commence, the term "REGISTRATION STATEMENT" as

used herein means the registration statement as amended by said

post-effective amendment. The term "PROSPECTUS" as used herein means the

base prospectus in the form included in the Registration Statement at the

time it was declared effective (the "BASE PROSPECTUS") together with the

prospectus supplement relating to the offering of the Units dated the date

hereof in the form first filed with the SEC on or after the date hereof

pursuant to Rule 424(b) under the 1933 Act (the "PROSPECTUS SUPPLEMENT").

Any preliminary form of the Prospectus which has heretofore been filed with

the SEC pursuant to Rule 424(b) is herein called the "PRELIMINARY

PROSPECTUS". Any reference in this Agreement to the registration statement,

the Registration Statement, the Base Prospectus, the Preliminary

Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to

refer to and include the documents incorporated by reference therein

pursuant to Item 12 of Form S-3 under the 1933 Act, as of the date of the

Registration Statement, the Base Prospectus, the Preliminary Prospectus,

the Prospectus Supplement or the Prospectus, as the case may be, and any

reference to any amendment or supplement

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to the Registration Statement, the Base Prospectus, the Preliminary

Prospectus or the Prospectus shall be deemed to refer to and include any

documents filed after such date under the Securities Exchange Act of 1934,

as amended (the "1934 ACT"), and the rules and regulations thereunder (the

"1934 ACT RULES AND REGULATIONS"), which, upon filing, are incorporated by

reference therein, as required by paragraph (b) of Item 12 of Form S-3. As

used herein, the term "INCORPORATED DOCUMENTS" means the documents which

are incorporated by reference in the Registration Statement, Preliminary

Prospectus, the Prospectus, or any amendment or supplement thereto during

the period the Prospectus is required to be delivered in connection with

the sale of the Units by the Underwriters or any dealer. For purposes of

this Agreement, the words "amend," "amendment," "amended," "supplement" or

"supplemented" with respect to the Registration Statement or the Prospectus

shall mean amendments or supplements to the Registration Statement or the

Prospectus, as the case may be.

(b) No Stop Order; No Material Misstatements or Omissions. Neither the

SEC nor any state or other jurisdiction or other regulatory body has

issued, and neither is, to the knowledge of any of the Genesis Parties,

threatening to issue, any stop order under the 1933 Act or other order

suspending the effectiveness of the Registration Statement (as amended or

supplemented) or preventing or suspending the use of the Preliminary

Prospectus or the Prospectus or suspending the qualification or

registration of the Units for offering or sale in any jurisdiction nor

instituted or, to the knowledge of any of the Genesis Parties, threatened

to institute proceedings for any such purpose. The Registration Statement,

in the form in which it became effective and also in such form as it may be

when any post-effective amendment thereto becomes effective, the

Preliminary Prospectus and the Prospectus comply or will comply, as the

case may be, in all material respects with the requirements of the 1933 Act

and the 1933 Act Rules and Regulations. Neither the Registration Statement

nor any amendment thereto, as of December 8, 2005, which is the date that

any Preliminary Prospectus or Prospectus will first be used in connection

with the sale (including, without limitation, contract of sale) of the

Units to the public (the "FIRST SALE DATE"), and the applicable effective

date, contained or will contain, as the case may be, any untrue statement

of a material fact or omitted or will omit to state any material fact

required to be stated therein or necessary to make the statements therein,

not misleading; none of the Preliminary Prospectus, as of the First Sale

Date, the Prospectus, as of its issue date, nor any supplement thereto, as

of the date of such supplement, contained or will contain, as the case may

be, any untrue statement of a material fact or omitted or will omit to

state any material fact necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading;

provided, however, that the Partnership makes no representation or warranty

as to information contained in or omitted from the Registration Statement,

the Preliminary Prospectus or the Prospectus, or any such amendment or

supplement, in reliance upon, and in conformity with, written information

furnished to the Partnership relating to the Underwriters by or on behalf

of the Underwriters expressly for use in the preparation thereof (as

provided in Section 13 hereof). Each of the statements made by the

Partnership in such documents within the coverage of Rule 175(b) of the

1933 Act Rules and Regulations, including (but not limited to) any

projections, results of

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operations or statements with respect to future available cash or future

cash distributions of the Partnership or the anticipated ratio of taxable

income to distributions, was made or will be made with a reasonable basis

and in good faith.

filed (or, if any amendment with respect to any such document was filed,

when such amendment was filed), conformed in all material respects with the

requirements of the 1934 Act and the 1934 Act Rules and Regulations; no

such document when it was filed (or, if any amendment with respect to any

such document was filed, when such amendment was filed) contained an untrue

statement of material fact or omitted to state a material fact required to

be stated therein or necessary in order to make the statements therein not

misleading; and no such further document, when it is filed, will contain an

untrue statement of a material fact or will omit to state a material fact

required to be stated therein or necessary in order to make the statements

therein not misleading.

(d) Formation and Due Qualification. Each of the Partnership Entities

and Genesis Energy, Inc., a Delaware corporation (the "GENERAL PARTNER")

has been duly formed or incorporated and is validly existing as a limited

partnership or corporation, as the case may be, in good standing under the

laws of Delaware, and is duly registered or qualified to do business and is

in good standing as a foreign limited partnership or corporation, as the

case may be, in each jurisdiction in which its ownership or lease of

property or the conduct of its businesses requires such registration or

qualification, except where the failure so to register or qualify would not

(i) have a material adverse effect on the consolidated financial position,

partners' or shareholders' equity, results of operations, business or

prospects of the Partnership Entities, taken as a whole (a "MATERIAL

ADVERSE EFFECT") or (ii) subject the limited partners of the Partnership to

any material liability or disability. Each of the Partnership Entities and

the General Partner has all limited partnership or corporate, as the case

may be, power and authority necessary to own or lease its properties, and

to conduct its business, in each case in all material respects as described

in the Prospectus.

(e) Ownership of Shares of Capital Stock of the General Partner and

the General Partner Interest in the Partnership. (i) Denbury Resources,

Inc. and Denbury Gathering and Marketing, Inc. (together, the "DENBURY

ENTITIES") own, either directly or indirectly through other entities wholly

owned by them, 100% of the shares of capital stock of the General Partner;

(ii) all of such shares of capital stock in the General Partner have been

duly and validly authorized and issued, and are fully paid and

nonassessable, and have been issued in compliance with federal and state

securities laws, and none of such shares was issued in violation of, or is

now subject to, any preemptive rights, rights of first refusal or similar

rights, and the Denbury Entities own such shares free and clear of all

liens, encumbrances, security interests, equities, charges or claims; and

(iii) the General Partner is the sole general partner of the Partnership,

with a 2% general partner interest in the Partnership; such general partner

interest has been duly authorized and validly issued in accordance with the

partnership agreement of the Partnership (as in effect on the date hereof

and as the same may be amended or restated at or prior to the Closing Date,

the "PARTNERSHIP AGREEMENT"), and the General Partner owns such

<PAGE>

general partner interest free and clear of all liens, encumbrances,

security interests, equities, charges or claims, except those liens,

encumbrances, security interests, equities, charges or claims (A) created

under the Delaware Revised Uniform Limited Partnership Act (the "DELAWARE

LP ACT"), (B) created in connection with the Credit Agreement dated as of

June 1, 2004, among the Operating Partnership as borrower, the General

Partner as guarantor, the Partnership as guarantor, Fleet National Bank as

administrative agent, US Bank as syndication agent, Guaranty Bank as

documentation agent, Banc of America Securities LLC as sole lead arranger

and sole book manager and the other lenders party thereto (the "CREDIT

FACILITY"), (C) created by the Partnership Agreement or the Operating

Partnership's partnership agreement or (D) as disclosed in the Prospectus.

(f) Partnership Interests Outstanding. As of the date hereof, the

issued and outstanding partnership interests of the Partnership consist of

a 98% limited partner interest represented by 9,313,811 Common Units, a 2%

general partner interest and the incentive distribution rights in the

Partnership (as defined in the Partnership Agreement, the "INCENTIVE

DISTRIBUTION RIGHTS"), and all of the Incentive Distribution Rights are

owned by the General Partner. All outstanding Common Units and the

Incentive Distribution Rights and, in each case, the limited partner

interests represented thereby, have been duly authorized and validly issued

in accordance with the Partnership Agreement, and are fully paid (to the

extent required under the Partnership Agreement) and nonassessable (except

as such nonassessability may be affected by Sections 17-303 and 17-607 of

the Delaware LP Act).

(g) Valid Issuance of the Units. At the Closing Date or the Option

Closing Date, as the case may be, the Firm Units or the Option Units, as

the case may be, and the limited partner interests represented thereby,

will be duly authorized in accordance with the Partnership Agreement and,

when issued and delivered to the Underwriters against payment therefor in

accordance with the terms hereof, will be validly issued, fully paid (to

the extent required under the Partnership Agreement) and nonassessable

(except as such nonassessability may be affected by Sections 17-303 and

17-607 of the Delaware LP Act).

(h) Ownership of the Subsidiaries and T&P Syngas. The Partnership,

directly or indirectly, owns (i) 99.9% of the partnership interests in the

Operating Partnership (and the General Partner owns 0.01% of the

partnership interests in the Operating Partnership), (ii) 100% of the

limited partner interests in Genesis Pipeline Texas, L.P., a Delaware

limited partnership ("GENESIS PIPELINE TEXAS"), Genesis Pipeline USA, L.P.,

a Delaware limited partnership ("GENESIS PIPELINE USA"), Genesis CO2

Pipeline, L.P., a Delaware limited partnership ("GENESIS CO2 PIPELINE"),

Genesis Natural Gas Pipeline, L.P., a Delaware limited partnership

("GENESIS NATURAL GAS PIPELINE") and Genesis Syngas Investments, L.P., a

Delaware limited partnership ("GENESIS SYNGAS INVESTMENTS," and, together

with the Operating Partnership, Genesis Pipeline Texas, Genesis Pipeline

USA, Genesis CO2 Pipeline, Genesis Natural Gas Pipeline and Genesis Syngas

Investments, the "SUBSIDIARIES") and (iii) 50% of the partnership interests

in T&P Syngas Supply Company, a Delaware general partnership ("T&P

SYNGAS,"), in the case of clauses (i) through (iii), above, free and clear

of all liens, encumbrances, security interests, equities,

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charges and other claims, except for liens (i) created under the Delaware

LP Act, (ii) created in connection with the Credit Facility, (iii) created

under the Partnership Agreement and the partnership agreements of the

Subsidiaries and T&P Syngas and (iv) as described in the Prospectus. Such

partnership interests have been duly authorized and validly issued in

accordance with the partnership agreements of the respective Subsidiaries

and T&P Syngas. The partnership interests in the Subsidiaries are fully

paid (to the extent required under their respective limited partnership

agreements or partnership agreements, as the case may be) and

non-assessable (except, with respect to the Subsidiaries, as such

nonassessability may be affected by Sections 17-303 and 17-607 of the

Delaware LP Act).

(i) No Other Subsidiaries. Other than ownership of its partnership

interests in the Subsidiaries and T&P Syngas, the Partnership does not own,

directly or indirectly, any equity or long-term debt securities of any

corporation, partnership, limited liability company, joint venture,

association or other entity.

(j) No Preemptive Rights, Registration Rights or Options. Except as

described in the Prospectus or, in the case of transfer restrictions,

options to purchase, other rights to subscribe or to purchase, voting

restrictions and preemptive rights, created by the constituent documents of

each Partnership Entity, there are no options, warrants, preemptive rights

or other rights to subscribe for or to purchase, nor any restriction upon

the voting or transfer of, any partnership interests in any Partnership

Entity. Neither the filing of the Registration Statement nor the offering

or sale of the Units as contemplated by this Agreement gives rise to any

rights for or relating to the registration of any Units or other securities

of any of the Partnership Entities other than those rights in favor of the

General Partner and its affiliates pursuant to the Partnership Agreement.

(k) Authority and Authorization. The Partnership has all requisite

power and authority to issue, sell and deliver the Units, in accordance

with and upon the terms and conditions set forth in this Agreement, the

Partnership Agreement and the Registration Statement and Prospectus. At the

Closing Date and the Option Closing Date, all partnership or corporate

action, as the case may be, required to be taken by the Genesis Parties or

the General Partner or any of their partners or stockholders for the

authorization, issuance, sale and delivery of the Units and the performance

of the actions required to be taken by the Genesis Parties pursuant to this

Agreement shall have been validly taken.

(l) Authorization of Underwriting Agreement. This Agreement has been

duly authorized and validly executed and delivered by each of the Genesis

Parties.

(m) Enforceability of Partnership Agreement. The Partnership Agreement

has been duly authorized, executed and delivered by the General Partner and

is a valid and legally binding agreement of the General Partner,

enforceable against the General Partner in accordance with its terms;

provided, however, that the enforceability of the Partnership Agreement may

be limited by (i) bankruptcy, insolvency, fraudulent transfer,

reorganization, moratorium and similar laws relating to or affecting

creditors' rights

<PAGE>

generally and by general principles of equity (regardless of whether such

enforceability is considered in a proceeding in equity or at law) and (ii)

public policy, applicable law relating to fiduciary duties and

indemnification and an implied covenant of good faith and fair dealing.

(n) No Conflicts. None of the offering, issuance and sale by the

Partnership of the Units, the execution, delivery and performance of this

Agreement or the performance of the actions required to be taken by the

Genesis Parties pursuant to this Agreement (i) conflicts or will conflict

with or constitutes or will constitute a violation of the partnership

agreement or other constituent document of any of the Partnership Entities,

(ii) conflicts or will conflict with or constitutes or will constitute a

breach or violation of, or a default (or an event which, with notice or

lapse of time or both, would constitute such a default) under any

indenture, mortgage, deed of trust, loan agreement, lease or other

agreement or instrument to which any of the Partnership Entities is a party

or by which any of them or any of their respective properties may be bound,

(iii) violates or will violate any statute, law or regulation or any order,

judgment, decree or injunction of any court or governmental agency or body

directed to any of the Partnership Entities or any of their properties in a

proceeding to which any of them or their property is a party or (iv)

results or will result in the creation or imposition of any lien, charge or

encumbrance upon any property or assets of any of the Partnership Entities,

which conflicts, breaches, violations or defaults, in the case of clauses

(ii), (iii) or (iv), would, individually or in the aggregate, have a

Material Adverse Effect or would materially impair the ability of any of

the Genesis Parties to perform their obligations under this Agreement.

(o) No Consents. No permit, consent, approval, authorization, order,

registration, filing or qualification ("CONSENT") of or with any court,

governmental agency or body having jurisdiction over any of the Partnership

Entities or any of their respective properties is required in connection

with the offering, issuance and sale by the Partnership of the Units, the

execution, delivery and performance of this Agreement or performance of the

actions required to be taken by the Genesis Parties pursuant to this

Agreement, except for registration of the Units under the 1933 Act and

consents required under the 1934 Act and applicable state securities or

"Blue Sky" laws in connection with the purchase and distribution of the

Units by the Underwriters.

(p) No Default. None of the Partnership Entities is in (i) violation

of its partnership agreement or other constituent document, (ii) violation

of any law, statute, ordinance, administrative or governmental rule or

regulation applicable to it or of any order, judgment, decree or injunction

of any court or governmental agency or body having jurisdiction over it or

(iii) breach, default (or an event which, with notice or lapse of time or

both, would constitute such a default) or violation in the performance of

any obligation, agreement or condition contained in any bond, debenture,

note or any other evidence of indebtedness or in any agreement, indenture,

lease or other instrument to which it is a party or by which it or any of

its properties may be bound, which breach, default or violation in the case

of clause (ii) or (iii) would, if continued, have a Material Adverse Effect

or materially impair the ability of any of the Genesis Parties to perform

their obligations under this Agreement. To the knowledge of the Genesis

Parties, no third

<PAGE>

party to any indenture, mortgage, deed of trust, loan agreement or other

agreement or instrument to which any of the Partnership Entities is a party

or by which any of them is bound or to which any of their properties is

subject, is in breach, default or violation of any such agreement, which

breach, default or violation would, if continued, have a Material Adverse

Effect or materially impair the ability of any of the Genesis Parties to

perform their obligations under this Agreement.

(q) Conformity of Securities to Descriptions in the Prospectus. The

Units will, when issued and delivered in accordance with the terms of the

Partnership Agreement against payment therefor as provided herein, and the

Incentive Distribution Rights and outstanding Common Units conform in all

material respects to the descriptions thereof contained in the Prospectus.

(r) Independent Public Accountants. The accountants, Deloitte & Touche

LLP, who have certified or shall certify the audited financial statements

included or incorporated by reference in the Registration Statement and the

Prospectus (or any amendment or supplement thereto), were independent

registered public accountants with respect to the Partnership and the

General Partner as required by the 1933 Act and the 1933 Act Rules and

Regulations during the periods covered by the financial statements on which

they reported.

(s) Financial Statements. As of September 30, 2005, the Partnership

would have had, on the consolidated as adjusted basis indicated in the

Prospectus (and any amendment or supplement thereto), a capitalization as

set forth therein. The financial statements (including the related notes

and supporting schedules) included or incorporated by reference in the

Registration Statement and the Prospectus (and any amendment or supplement

thereto) present fairly in all material respects the financial position,

results of operations and cash flows of the entities purported to be shown

thereby on the basis stated therein at the respective dates or for the

respective periods to which they apply and have been prepared in accordance

with generally accepted accounting principles consistently applied

throughout the periods involved, except to the extent disclosed therein. No

other financial statements or schedules are required by Form S-3 or

otherwise to be included in the Registration Statement or the Prospectus.

(t) No Material Adverse Change. The Partnership Entities, taken as a

whole, have not sustained, since the date of the latest audited financial

statements included or incorporated by reference in the Registration

Statement and the Prospectus, any loss or interference with their business

from fire, explosion, flood or other calamity, whether or not covered by

insurance, or from any labor dispute or court or governmental action,

investigation, order or decree, otherwise than as set forth or contemplated

in the Registration Statement and the Prospectus that has had or could have

a Material Adverse Effect. Except as disclosed in the Registration

Statement and the Prospectus (or any amendment or supplement thereto),

subsequent to the respective dates as of which such information is given in

the Registration Statement and the Prospectus (or any amendment or

supplement thereto), (i) the Partnership Entities, taken as a whole, have

not incurred any liability or obligation, indirect, direct or contingent,

or entered into any transactions,

<PAGE>

not in the ordinary course of business, that, singly or in the aggregate,

is material and adverse to the Partnership Entities, taken as a whole, (ii)

there has not been any material adverse change in the capitalization or in

the short-term debt or long-term debt of the Partnership Entities, taken as

a whole and (iii) there has not been any material adverse change, or any

development involving or which may reasonably be expected to involve,

singly or in the aggregate, a prospective material adverse change in or

affecting the general affairs, business, prospects, properties, management,

condition (financial or other), partners' equity, net worth or results of

operations of the Partnership Entities, taken as a whole.

(u) Legal Proceedings or Contracts to be Described or Filed. There are

no legal or governmental proceedings pending or, to the knowledge of the

Genesis Parties, threatened, against any of the Partnership Entities, or to

which any of the Partnership Entities is a party, or to which any of their

respective properties is subject, that are required to be described in the

Prospectus but are not described as required, and there are no agreements,

contracts, indentures, leases or other instruments that are required to be

described in the Prospectus or to be filed as exhibits to the Registration

Statement that are not described or filed as required by the 1933 Act or

the 1933 Act Rules and Regulations.

(v) Certain Relationships and Related Transactions. No relationship,

direct or indirect, exists between or among any Partnership Entity or the

General Partner, on the one hand, and any director, manager, officer,

member, partner, stockholder, affiliate (including other Partnership

Entities), customer or supplier of any Partnership Entity or the General

Partner, on the other hand, that is required to be described in the

Prospectus and is not so described. There are no outstanding loans,

advances (except normal advances for business expenses in the ordinary

course of business) or guarantees of indebtedness by any Partnership Entity

or the General Partner to or for the benefit of any of the officers,

directors or managers of any Partnership Entity or the General Partner or

their respective family members, except as disclosed in the Prospectus. No

Partnership Entity nor the General Partner has, in violation of the

Sarbanes-Oxley Act of 2002, directly or indirectly, extended or maintained

credit, arranged for the extension of credit or renewed an extension of

credit, in the form of a personal loan to or for any director, manager or

executive officer of any Partnership Entity or the General Partner. All

statements made in this paragraph with respect to the General Partner shall

be limited to the Genesis Parties' knowledge.

(w) Title to Properties. Each Partnership Entity has good and

indefeasible title to all real property and good title to all personal

property described in the Prospectus as owned by it, free and clear of all

liens, encumbrances, security interests, equities, charges or claims,

except (i) as described, and subject to the limitations contained, in the

Prospectus, (ii) that arise under the Credit Facility, (iii) that are

Permitted Liens, as such term is defined in the Credit Agreement or (iv) as

do not materially affect the value of such property of the Partnership

Entities taken as a whole and do not materially interfere with the use of

such properties taken as a whole as they are currently used and are

proposed to be used in the future as described in the Prospectus; provided

that, with respect to any real property and buildings held under lease by

any Subsidiary, such real

<PAGE>

property and buildings are held under valid and subsisting and enforceable

leases with such exceptions as do not materially interfere with the use of

the properties of the Partnership Entities taken as a whole as they are

currently used and are proposed to be used in the future as described in

the Prospectus.

(x) Rights-of-Way. Each of the Partnership Entities has such

easements, rights-of-way, permits or licenses from each person

(collectively, "RIGHTS-OF-WAY") and consents with respect to the transfer

of any of the foregoing, as are necessary to conduct its business in the

manner described, and subject to the limitations contained, in the

Prospectus, except for (i) qualifications, reservations and encumbrances as

may be set forth in the Prospectus that would not have a Material Adverse

Effect and (ii) such rights-of-way or consents that, if not obtained, would

not have, individually or in the aggregate, a Material Adverse Effect;

other than as set forth, and subject to the limitations contained, in the

Prospectus, each of the Partnership Entities has fulfilled and performed

all its material obligations with respect to such rights-of-way or consents

and no event has occurred that allows, or after notice or lapse of time

would allow, revocation or termination thereof or would result in any

impairment of the rights of the holder of any such rights-of-way or

consents, except for such revocations, terminations and impairments that

would not have a Material Adverse Effect; and, except as described in the

Prospectus, none of such rights-of-way or consents contains any restriction

that is materially burdensome to the Partnership Entities, taken as a

whole.

(y) Permits. Each of the Partnership Entities has such permits,

consents, licenses, franchises, certificates and authorizations of

governmental or regulatory authorities ("PERMITS") as are necessary to own

its properties and to conduct its business in the manner described in the

Prospectus, subject to such qualifications as may be set forth in the

Prospectus and except for such permits that, if not obtained, would not,

individually or in the aggregate, have a Material Adverse Effect; except as

set forth in the Prospectus, each of the Partnership Entities has fulfilled

and performed all its material obligations with respect to such permits

which are due to have been fulfilled and performed, and no event has

occurred that would prevent the permits from being renewed or reissued or

which allows, or after notice or lapse of time would allow, revocation or

termination thereof or results in any impairment of the rights of the

holder of any such permit, except for such non-renewals, non-issuances,

revocations, terminations and impairments that would not, individually or

in the aggregate, have a Material Adverse Effect.

(z) Books and Records. Each Partnership Entity (i) makes and keeps

books, records and accounts, which, in reasonable detail, accurately and

fairly reflect the transactions and dispositions of its assets and (ii)

maintains systems of internal accounting controls sufficient to provide

reasonable assurances that (A) transactions are executed in accordance with

management's general or specific authorization; (B) transactions are

recorded as necessary to permit preparation of its financial statements in

conformity with generally accepted accounting principles and to maintain

accountability for its assets; (C) access to its assets is permitted only

in accordance with management's general or specific authorization; and (D)

the recorded accountability for

<PAGE>

assets is compared with existing assets at reasonable intervals and

appropriate action is taken with respect to any differences.

(aa) Disclosure Controls and Procedures. (i) The Partnership has

established and maintains disclosure controls and procedures (as such term

is defined in Rule 13a-15 under the Exchange Act), (ii) such disclosure

controls and procedures are designed to ensure that the information

required to be disclosed by the Partnership in the reports it files or

submits under the 1934 Act and the 1934 Act Rules and Regulations is

accumulated and communicated to management of the Partnership, including

its principal executive officer and principal financial officer, as

appropriate, to allow timely decisions regarding required disclosure to be

made and (iii) such disclosure controls and procedures are effective in

achieving reasonable assurances that the desired control objectives as

described in Item 4 of the Partnership's Quarterly Report on Form 10-Q for

the period ended September 30, 2005 have been met.

(bb) Internal Control Over Financial Reporting. Since the date of the

most recent balance sheet of the Partnership and its consolidated

subsidiaries reviewed or audited by Deloitte & Touche LLP and the audit

committee of the board of directors of the General Partner, (i) none of the

Partnership Entities has been advised of (A) any significant deficiencies

in the design or operation of internal controls over financial reporting

that could adversely affect the ability of the Partnership and each of the

Subsidiaries to record, process, summarize and report financial data, or

any material weaknesses in internal controls and (B) any fraud, whether or

not material, that involves management or other employees who have a

significant role in the internal controls of the Partnership and each of

the Subsidiaries, and (ii) there have been no significant changes in

internal controls or in other factors that could significantly affect

internal controls, including any corrective actions with regard to

significant deficiencies and material weaknesses.

(cc) Tax Returns. Each of the Partnership Entities has filed (or has

obtained extensions with respect to) all material federal, state, local and

foreign income and franchise tax returns required to be filed through the

date hereof, which returns are complete and correct in all material

respects, and has timely paid all taxes due thereon, other than those (i)

which are being contested in good faith and for which adequate reserves

have been established in accordance with generally accepted accounting

principles or (ii) which, if not paid, would not have a Material Adverse

Effect.

(dd) Investment Company/Public Utility Holding Company. None of the

Partnership Entities is now, and after sale of the Units to be sold by the

Partnership hereunder and application of the net proceeds from such sale as

described in the Prospectus under the caption "Use of Proceeds" will be,

(i) an "investment company" or a company "controlled by" an "investment

company" within the meaning of the Investment Company Act of 1940, as

amended (the "INVESTMENT COMPANY ACT"), or (ii) a "public utility company,"

a "holding company" or a "subsidiary company" of a "holding company," or an

"affiliate" thereof, within the meaning of the Public Utility Holding

Company Act of 1935, as amended (the "1935 ACT").

<PAGE>

(ee) Environmental Compliance. The Partnership Entities (i) are in

compliance with any and all applicable federal, state and local laws and

regulations relating to the protection of human health and safety and the

environment or imposing liability or standards of conduct concerning any

Hazardous Material (as hereinafter defined) ("ENVIRONMENTAL LAWS"), (ii)

have received all permits required of them under applicable Environmental

Laws to conduct their respective businesses, (iii) are in compliance with

all terms and conditions of any such permit and (iv) do not have any

liability in connection with the release into the environment of any

Hazardous Material, except where such noncompliance with Environmental

Laws, failure to receive required permits, failure to comply with the terms

and conditions of such permits or liability would not, individually or in

the aggregate, have a Material Adverse Effect. The term "HAZARDOUS

MATERIAL" means (A) any "hazardous substance" as defined in the

Comprehensive Environmental Response, Compensation and Liability Act of

1980, as amended, (B) any "hazardous waste" as defined in the Resource

Conservation and Recovery Act, as amended, (C) any petroleum or petroleum

product, (D) any polychlorinated biphenyl and (E) any pollutant or

contaminant or hazardous, dangerous or toxic chemical, material, waste or

substance regulated under or within the meaning of any other Environmental

Law.

(ff) Sarbanes-Oxley Act of 2002. The Partnership is in compliance in

all material respects with all applicable provisions of the Sarbanes-Oxley

Act of 2002 and the rules and regulations of the SEC and the American Stock

Exchange that pertain thereto that are effective.

(gg) No Labor Dispute. No labor dispute with the employees of the

Partnership Entities or, to the knowledge of the Genesis Parties, the

General Partner exists or, to the knowledge of any of the Genesis Parties,

is imminent or threatened that is reasonably likely to result in a Material

Adverse Effect.

(hh) Insurance. The Partnership Entities maintain insurance covering

their properties, operations, personnel and businesses against such losses

and risks and in such amounts as is reasonably adequate for the conduct of

their respective businesses and the value of their respective properties

and as is customary for companies of similar size engaged in similar

businesses in similar industries. None of the Partnership Entities has

received notice from any insurer or agent of such insurer that substantial

capital improvements or other expenditures will have to be made in order to

continue such insurance, and all such insurance is outstanding and duly in

force on the date hereof and will be outstanding and duly in force on the

Closing Date.

(ii) Litigation. Except as described in the Prospectus, there is (i)

no action, suit or proceeding before or by any court, arbitrator or

governmental agency, body or official, domestic or foreign, now pending or,

to the knowledge of the Genesis Parties, threatened, to which any of the

Partnership Entities is or may be a party or to which the business or

property of any of the Partnership Entities is or may be subject, (ii) no

injunction, restraining order or order of any nature issued by a federal or

state court or foreign court of competent jurisdiction to which any of the

Partnership Entities is or may

<PAGE>

be subject, that, in the case of clauses (i) and (ii) above, is reasonably

likely to individually or in the aggregate have a Material Adverse Effect.

(jj) No Distribution of Other Offering Materials. None of the

Partnership Entities nor the General Partner has distributed and, prior to

the later to occur of (i) the Closing Date and (ii) completion of the

distribution of the Units, will not distribute, any prospectus (as defined

under the 1933 Act and including any free writing prospectus as defined in

Rule 405 of the 1933 Act Rules and Regulations) in connection with the

offering and sale of the Units other than the Registration Statement, the

Preliminary Prospectus, the Prospectus or other materials, if any,

permitted by the 1933 Act and the 1933 Act Rules and Regulations, including

Rule 134 and, on or after December 1, 2005, Rule 164 of the 1933 Act Rules

and Regulations.

(kk) Listing. The Company has filed an application to list the Units

on the American Stock Exchange.

(ll) Brokers. Except as described in the Prospectus, there are no

contracts, agreements or understandings between any Partnership Entity and

any person that would give rise to a valid claim against any Partnership

Entity or any Underwriter for a brokerage commission, finder's fee or other

like payment in connection with this offering of the Units.

(mm) Market Stabilization. The Partnership has not taken, directly or

indirectly, any action designed to or that would constitute or that might

reasonably be expected to cause or result in, under the 1934 Act or

otherwise, stabilization or manipulation of the price of any security of

the Partnership or facilitate the sale or resale of the Units.

Any certificate signed by any officer of any Genesis Party (or the General

Partner on behalf of any Genesis Party) and delivered to the Underwriters or to

counsel for the Underwriters pursuant to this Agreement shall be deemed a

representation and warranty by such Genesis Party to each Underwriter as to the

matters covered thereby.

5. ADDITIONAL COVENANTS. The Genesis Parties jointly and severally covenant

and agree with the several Underwriters that:

(a) The Partnership will use its best efforts (i) to prepare and

timely file with the SEC under Rule 424(b) of the 1933 Act Rules and

Regulations a Prospectus in a form approved by the Underwriters, (ii) to

cause the Registration Statement to remain effective and (iii) if there is

a post-effective amendment to the Registration Statement that is not

effective under the 1933 Act, to cause such post-effective amendment to the

Registration Statement to become effective as promptly as possible.

(b) The Partnership will promptly advise the Underwriters of (i) the

time when any post-effective amendment to the Registration Statement

referred to in Section 5(a) hereof has become effective and (ii) any

request of the SEC for amendment of the Registration Statement or for

supplement to the Preliminary Prospectus or the

<PAGE>

Prospectus or for any additional information, and of the issuance by the

SEC or any state or other jurisdiction or other regulatory body of any stop

order under the 1933 Act or other order suspending the effectiveness of the

Registration Statement (as amended or supplemented) or preventing or

suspending the use of the Preliminary Prospectus or the Prospectus or

suspending the qualification or registration of the Units for offering or

sale in any jurisdiction, and of the institution or threat of any

proceedings therefor, of which the Partnership shall have received notice

or otherwise have knowledge prior to the completion of the distribution of

the Units; and the Partnership will use its best efforts to prevent the

issuance of any such stop order or other order and, if issued, to secure

the prompt removal thereof.

practicable after the date of this Agreement as many copies of the

Preliminary Prospectus and the Prospectus and any amendment or supplement

thereto as the Underwriters may reasonably request for the purposes

contemplated by the 1933 Act. The Partnership will deliver to the

Underwriters one signed copy of (i) the Registration Statement as

originally filed, including copies of exhibits thereto, of any amendments

and supplements to the Registration Statement and (ii) each consent and

certificate included in, or filed as an exhibit to, the Registration

Statement as so amended or supplemented, and will deliver to the

Underwriters such additional conformed copies of the Registration Statement

and all amendments and supplements thereto as the Underwriters may

reasonably request.

(d) During the period when a prospectus relating to any of the Units

is required to be delivered under the 1933 Act or the 1933 Act Rules and

Regulations by

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