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<ITEMS>9.01
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<CONFORMED-NAME>GENESIS ENERGY LP
<CIK>0001022321
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<FISCAL-YEAR-END>1205
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<STREET1>500 DALLAS SUITE 2500
<CITY>HOUSTON
<STATE>TX
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<FILENAME>f8k060905.txt
<DESCRIPTION>FORM 8-K DATED JUNE 9, 2005
<TEXT>


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


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        --------------------------------

                                    FORM 8-K


                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): June 9, 2005


                              GENESIS ENERGY, L.P.
             (Exact name of registrant as specified in its charter)


         Delaware                          1-12295               76-0513049
(State or other jurisdiction of          (Commission         (I.R.S. Employer
 incorporation or organization)          File Number)       Identification No.)


   500 Dallas, Suite 2500, Houston, Texas                              77002
  (Address of principal executive offices)                          (Zip Code)


                          (713) 860-2500 (Registrant's
                     telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

___  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

___  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240-14a-12)

___  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240-14d-2(b))

___  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240-13e-4(c)




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


<PAGE> 2


Item 1.01.  Entry into a Material Definitive Agreement.

On June 9, 2005, Genesis Energy, Inc., (the "GP"), Genesis Energy, L.P. (the
"MLP" or "We" or "Us"), and Genesis Crude Oil, L.P., (the "OLP") entered into a
Contribution and Conveyance Agreement (the "Agreement"), attached as Exhibit
10.3 to this Form 8-K. The Agreement changes the technical procedures or
processes by which we deliver incentive distributions to our general partner. It
does not in any way change the amount or proportion of available cash that we
allocate or distribute to our general partner or limited partners. As a result
of the Agreement, the technical procedures or processes by which we make
incentive distribution payments to our general partner is now the same as the
technical procedures or processes used by substantially all other listed master
limited partnerships.

Prior to entering into the Agreement, our partnership agreements provided a
unique set of procedures by which we would deliver incentive distribution
payments to our general partner. In general, under our prior procedures, our OLP
effectively would make Incentive Compensation Payments (as defined in the
Agreement) to our general partner. Now, we (not our OLP) would make cash
incentive distributions directly to our general partner, in the same manner as
most other listed master limited partnerships. Specifically, the Agreement a)
converts the Incentive Compensation Payments of the OLP into Incentive
Distribution Rights (as defined in the Agreement) in the OLP pursuant to the
terms of the OLP Partnership Agreement; b) distributes the Incentive
Distribution Rights in the OLP from the OLP to the GP; c) contributes the
Incentive Distribution Rights in the OLP from the GP into us in exchange for
Incentive Distribution Rights in us; and d) converts 190,077 GP Units (as
defined in the Agreement) representing our general partner interest held by our
general partner into a non-unitized general partner interest in us so that
immediately following such conversion, our general partner will have an
aggregate 2.0% unfractionated general partner interest in us and a .01% general
partner interest in our OLP, and our GP Units shall cease to exist.

The transactions entered into pursuant to the Agreement and the amendments to
the OLP Partnership Agreement, attached as Exhibit 10.2 to this Form 8-K, and
MLP Partnership Agreement, attached as Exhibit 10.1 to this Form 8-K, to further
the purposes of the Agreement were made for the purpose of making the specific
provisions of the MLP Partnership Agreement and OLP Partnership Agreement
consistent with the provisions found in the organizational documents of
substantially all other listed master limited partnerships. We believe that the
Agreement--which effectively simplifies and conforms to market our incentive
payment distribution procedures--will facilitate our future capital raising
efforts by making us easier to understand.

The GP determined that the amendments to the OLP Partnership Agreement and MLP
Partnership Agreement would not materially adversely affect the MLP or our
limited partners, and exercised its rights and powers to amend such Partnership
Agreement without limited partner approval.

The Agreement and the amended and restated MLP and OLP partnership agreements
are filed as exhibits to this Form 8-K.

Item 5.03.  Amendment to Articles of Incorporation or Bylaws.

The response provided to Item 1.01 in this Form 8-K in hereby incorporated by
reference.

Item 9.01.  Financial Statements and Exhibits

     (a) Financial statements of businesses acquired.

            Not applicable.

     (b) Pro forma financial information.

            Not applicable.

     (c)  Exhibits

            The following materials are filed as exhibits to this Current Report
on Form 8-K.

            Exhibits.

<PAGE> 3

10.1     Fourth Amended and Restated Agreement of Limited Partnership of Genesis
         Energy, L.P.
10.2     Fourth Amended and Restated Agreement of Limited Partnership of Genesis
         Crude Oil, L.P.
10.3     Conversion and Contribution Agreement by and among Genesis Energy,
         L.P., Genesis Crude Oil, L.P. and Genesis Energy, Inc.



                                   SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                              GENESIS ENERGY, L.P.
                             (A Delaware Limited Partnership)

                              By: GENESIS ENERGY, INC., as
                                    General Partner


Date:  June 15, 2005          By:     /s/  ROSS A. BENAVIDES
                                 -----------------------------------------
                                  Ross A. Benavides
                                  Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex101for66.txt
<DESCRIPTION>FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GENESIS ENERGY, L.P.
<TEXT>



                           FOURTH AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                              GENESIS ENERGY, L.P.

<PAGE>






                                TABLE OF CONTENTS



ARTICLE I DEFINITIONS........................................................5

   1.1      DEFINITIONS......................................................5
   1.2      CONSTRUCTION....................................................17


ARTICLE II ORGANIZATION.....................................................18

   2.1      CONTINUATION OF EXISTENCE.......................................18
   2.2      NAME............................................................18
   2.3      REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE;
            OTHER OFFICES...                  ..............................18
   2.4      PURPOSE AND BUSINESS............................................18
   2.5      POWERS..........................................................19
   2.6      POWER OF ATTORNEY...............................................19
   2.7      TERM............................................................20
   2.8      TITLE TO PARTNERSHIP ASSETS.....................................20

ARTICLE III RIGHTS OF LIMITED PARTNERS......................................20

   3.1      LIMITATION OF LIABILITY.........................................20
   3.2      MANAGEMENT OF BUSINESS..........................................20
   3.3      OUTSIDE ACTIVITIES OF THE LIMITED PARTNERS......................21
   3.4      RIGHTS OF LIMITED PARTNERS......................................21

ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
REDEMPTION OF PARTNERSHIP INTERESTS                                       ..21

   4.1      CERTIFICATES....................................................21
   4.2      MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES..... .........22
   4.3      RECORD HOLDERS..................................................22
   4.4      TRANSFER GENERALLY..............................................23
   4.5      REGISTRATION AND TRANSFER OF LIMITED PARTNER INTERESTS..........23
   4.6      TRANSFER OF A GENERAL PARTNER'S GENERAL PARTNER INTEREST........24
   4.7      RESTRICTIONS ON TRANSFERS.......................................24
   4.8      CITIZENSHIP CERTIFICATES; NON-CITIZEN ASSIGNEES.......... ......24
   4.9      REDEMPTION OF PARTNERSHIP INTERESTS OF NON-CITIZEN ASSIGNEES....25

ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS.......26

   5.1      PREVIOUS CAPITAL CONTRIBUTIONS..................................26
   5.2      ADDITIONAL CONTRIBUTIONS BY GENERAL PARTNER......... ...........26
   5.3      INTEREST AND WITHDRAWAL.........................................26
   5.4      CAPITAL ACCOUNTS................................................26
   5.5      ISSUANCES OF ADDITIONAL PARTNERSHIP SECURITIES..................28
   5.6      LIMITED PREEMPTIVE RIGHT........................................29
   5.7      SPLITS AND COMBINATIONS.........................................29
   5.8      FULLY PAID AND NON-ASSESSABLE NATURE OF LIMITED PARTNER
            INTERESTS...                   .................................30

ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS....................................30

   6.1      ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES........................30
   6.2      ALLOCATIONS FOR TAX PURPOSES....................................35
   6.3      REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS;
            DISTRIBUTIONS TO RECORD HOLDERS...              ................36
   6.4      DISTRIBUTIONS OF AVAILABLE CASH FROM OPERATING SURPLUS..........37
   6.5      DISTRIBUTIONS OF AVAILABLE CASH FROM CAPITAL SURPLUS... ........37
   6.6      ADJUSTMENT OF MINIMUM QUARTERLY DISTRIBUTION AND TARGET
            DISTRIBUTION LEVELS                   ..........................38
   6.7      SPECIAL PROVISIONS RELATING TO THE HOLDERS OF INCENTIVE
            DISTRIBUTION RIGHTS                   ..........................38
   6.8      ENTITY-LEVEL TAXATION...........................................38

<PAGE>

ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS............................38

   7.2      MANAGEMENT......................................................38
   7.3      CERTIFICATE OF LIMITED PARTNERSHIP..............................40
   7.4      RESTRICTIONS ON GENERAL PARTNER'S AUTHORITY.....................40
   7.5      REIMBURSEMENT OF THE GENERAL PARTNER............................41
   7.6      OUTSIDE ACTIVITIES..............................................42
   7.7      LOANS FROM THE GENERAL PARTNER; LOANS OR CONTRIBUTIONS FROM
            THE PARTNERSHIP; CONTRACTS WITH AFFILIATES; CERTAIN
            RESTRICTIONS ON THE GENERAL PARTNER.............................42
   7.8      INDEMNIFICATION.................................................43
   7.9      LIABILITY OF INDEMNITEES........................................45
   7.10     RESOLUTION OF CONFLICTS OF INTEREST.............................45
   7.11     OTHER MATTERS CONCERNING THE GENERAL PARTNER....................46
   7.12     PURCHASE OR SALE OF PARTNERSHIP SECURITIES......................47
   7.13     REGISTRATION RIGHTS OF THE GENERAL PARTNER AND ITS AFFILIATES...47
   7.14     RELIANCE BY THIRD PARTIES.......................................48

ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS.........................49

   8.2      RECORDS AND ACCOUNTING..........................................49
   8.3      FISCAL YEAR.....................................................49
   8.4      REPORTS.........................................................49

ARTICLE IX TAX MATTERS......................................................49

   9.2      TAX RETURNS AND INFORMATION...... ..............................49
   9.3      TAX ELECTIONS...................................................50
   9.4      TAX CONTROVERSIES...............................................50
   9.5      WITHHOLDING.....................................................50

ARTICLE X ADMISSION OF PARTNERS.............................................50

   10.1     ADMISSION OF SUBSTITUTED LIMITED PARTNER........................50
   10.2     ADMISSION OF SUCCESSOR GENERAL PARTNER..........................51
   10.3     ADMISSION OF ADDITIONAL LIMITED PARTNERS........................51
   10.4     AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP...51

ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS................................51

   11.1     WITHDRAWAL OF THE GENERAL PARTNER...............................51
   11.2     REMOVAL OF THE GENERAL PARTNER..................................53
   11.3     INTEREST OF DEPARTING PARTNER AND SUCCESSOR GENERAL PARTNER.....53
   11.4     WITHDRAWAL OF LIMITED PARTNERS..................................54

ARTICLE XII DISSOLUTION AND LIQUIDATION.....................................54

   12.1     DISSOLUTION.....................................................54
   12.2     CONTINUATION OF THE BUSINESS OF THE PARTNERSHIP AFTER
            DISSOLUTION                 ....................................55
   12.3     LIQUIDATOR......................................................55
   12.4     LIQUIDATION.....................................................56
   12.5     CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP.. ...........56
   12.6     RETURN OF CONTRIBUTIONS.........................................56
   12.7     WAIVER OF PARTITION.............................................57
   12.8     CAPITAL ACCOUNT RESTORATION.....................................57

ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT;  MEETINGS; RECORD DATE.....57

   13.1     AMENDMENT TO BE ADOPTED SOLELY BY THE GENERAL PARTNER...........57
   13.2     AMENDMENT PROCEDURES............................................58
   13.3     AMENDMENT REQUIREMENTS..........................................58
   13.4     SPECIAL MEETINGS................................................59

<PAGE>

   13.5     NOTICE OF A MEETING.............................................59
   13.6     RECORD DATE.....................................................59
   13.7     ADJOURNMENT.....................................................59
   13.8     WAIVER OF NOTICE; APPROVAL OF MEETING; APPROVAL OF MINUTES......60
   13.9     QUORUM..................................................... ....60
   13.10    CONDUCT OF A MEETING............................................60
   13.11    ACTION WITHOUT A MEETING.................................... ...61
   13.12    VOTING AND OTHER RIGHTS.........................................61

ARTICLE XIV MERGER..........................................................61

   14.1     AUTHORITY.......................................................61
   14.2     PROCEDURE FOR MERGER OR CONSOLIDATION...........................62
   14.3     APPROVAL BY LIMITED PARTNERS OF MERGER OR CONSOLIDATION.........62
   14.4     CERTIFICATE OF MERGER...........................................63
   14.5     EFFECT OF MERGER................................................63

ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS.......................63

   15.1     RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS......................63

ARTICLE XVI GENERAL PROVISIONS..............................................65

   16.1     ADDRESSES AND NOTICES...........................................65
   16.2     FURTHER ACTION..................................................65
   16.3     BINDING EFFECT..................................................65
   16.4     INTEGRATION................................................. ...65
   16.5     CREDITORS.......................................................66
   16.6     WAIVER..........................................................66
   16.7     COUNTERPARTS....................................................66
   16.8     APPLICABLE LAW..................................................66
   16.9     INVALIDITY OF PROVISIONS........................................66
   16.10    CONSENT OF PARTNERS.............................................66

<PAGE> 4


                           FOURTH AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                              GENESIS ENERGY, L.P.

         THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of
Genesis Energy, L.P. dated as of June 9, 2005, is entered into by and among
Genesis Energy, Inc., a Delaware corporation, as the General Partner, together
with any other Persons who are or who become Partners in the Partnership or
parties hereto as provided herein. In consideration of the covenants, conditions
and agreements contained herein, the parties hereto hereby agree as follows:

         WHEREAS, the General Partner and certain other parties organized the
Partnership as a Delaware limited partnership pursuant to an Amended and
Restated Agreement of Limited Partnership dated as of December 3, 1996 (the
"First Amended Agreement");

         WHEREAS, on December 7, 2000, the partners of the Partnership and
Genesis OLP approved by requisite vote a restructuring (the "Restructuring") of
the Partnership and Genesis OLP pursuant to which (a) all outstanding
Subordinated LP Units and APIs (each as defined in the First Amended OLP
Agreement) were eliminated, (b) the First Amended Agreement and the First
Amended OLP Agreement were amended to, among other things, reduce the Minimum
Quarterly Distribution, the First Target Distribution, the Second Target
Distribution and the Third Target Distribution (each as defined in the First
Amended OLP Agreement) and provide that the Common Units would not accrue
arrearages if the Minimum Quarterly Distribution were not paid in full in any
Quarter, (c) Salomon contributed to Genesis OLP the remaining $3,802,000 of its
distribution support obligation under the Distribution Support Agreement (the
"Remaining Distribution Support"), (d) Genesis OLP made a special distribution
of the Remaining Distribution Support less the cost associated with the
restructuring to the Partnership and the Partnership made a special distribution
of such amount to the holders of Common Units, (e) the Distribution Support
Agreement was terminated, (f) the Partnership withdrew as a general partner of
Genesis OLP and the Partnership's 80.01% general partner interest in Genesis OLP
represented by 8,801,020 Subordinated GP Units were converted into a 99.99%
limited partner interest, (g) the General Partner's 0.40% general partner
interest in Genesis OLP represented by 43,980 Subordinated GP Units were
converted into a 0.01% general partner interest and (h) Salomon's $300 million
credit support obligation under the Master Credit Support Agreement was extended
until December 31, 2001 on the existing terms and conditions;

         WHEREAS, on December 7, 2000, the General Partner and certain other
parties amended and restated the First Amended Agreement to enter into the
Second Amended and Restated Agreement of Limited Partnership of Genesis Energy,
L.P. ("Second Amended Agreement'") to reflect the Restructuring and certain
other changes that, in the discretion of the General Partner, did not adversely
affect the Limited Partners in any material respect;

         WHEREAS, on May 14, 2002, Genesis Energy, L.L.C., the sole general
partner, was converted from a Delaware limited liability company to a Delaware
corporation pursuant to Delaware law and such corporation is incorporated in the
state of Delaware as Genesis Energy, Inc.;

         WHEREAS, on July 3, 2002, the General Partner proposed to the Audit
Committee of the Board of Directors of the General Partner that it desired to
amend Section 11.2 in order to broaden the rights of limited partners to remove
the General Partner;

         WHEREAS, on July 31, 2002, the Audit Committee, after obtaining the
advice of counsel and an investment banking firm, unanimously provided Special
Approval of proposed amendments to Section 11.2;

         WHEREAS, on July 31, 2002, the General Partner amended and restated the
Second Amended Agreement (the "Third Amended Agreement") to amend Section 11.2
in order to broaden the rights of limited partners to remove the General
Partner, to reflect the change in the General Partner's name, the conversion of
the General Partner to a Delaware corporation and certain other changes that, in
the discretion of the General Partner did not adversely affect the Limited
Partners in any material respect; and

<PAGE> 5


         WHEREAS, the General Partner hereby amends and restates the Third
Amended Agreement as provided herein to reflect the consummation of the
transactions contemplated by the Conversion and Contribution Agreement,
including (a) the creation of Incentive Distribution Rights in the Partnership
in lieu of any incentive distribution rights in Genesis OLP that resulted from
the conversion pursuant to Section 7.13 of the Third Amended OLP Agreement, of
the incentive Compensation Payments set out in Section 7.12 of the Third Amended
OLP Agreement into incentive distribution rights in Genesis OLP and (b) certain
other conforming changes related to the foregoing, each of which constitute
changes that, in the discretion of the General Partner, do not adversely affect
the Limited Partners in any material respect.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby amend and restate the Third Amended
Agreement in its entirety:

                                    ARTICLE I
                                   DEFINITIONS

1.1      Definitions.

         The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

         "Acquisition" means any transaction in which any Group Member acquires
(through an asset acquisition, merger, stock acquisition or other form of
investment) control over all or a portion of the assets, properties or business
of another Person for the purpose of increasing the operating capacity or
revenues of the Partnership Group from the operating capacity or revenues of the
Partnership Group existing immediately prior to such transaction.

         "Additional Book Basis" means the portion of any remaining Carrying
Value of an Adjusted Property that is attributable to positive adjustments made
to such Carrying Value as a result of Book-Up Events. For purposes of
determining the extent that Carrying Value constitutes Additional Book Basis:

                  (i) Any negative adjustment made to the Carrying Value of an
         Adjusted Property as a result of either a Book-Down Event or a Book-Up
         Event shall first be deemed to offset or decrease that portion of the
         Carrying Value of such Adjusted Property that is attributable to any
         prior positive adjustments made thereto pursuant to a Book-Up Event or
         Book-Down Event.

                 (ii) If Carrying Value that constitutes Additional Book Basis
         is reduced as a result of a Book-Down Event and the Carrying Value of
         other property is increased as a result of such Book-Down Event, an
         allocable portion of any such increase in Carrying Value shall be
         treated as Additional Book Basis; provided that the amount treated as
         Additional Book Basis pursuant hereto as a result of such Book-Down
         Event shall not exceed the amount by which the Aggregate Remaining Net
         Positive Adjustments after such Book-Down Event exceeds the remaining
         Additional Book Basis attributable to all of the Partnership's Adjusted
         Property after such Book-Down Event (determined without regard to the
         application of this clause (ii) to such Book-Down Event).

         "Additional Book Basis Derivative Items" means any Book Basis
Derivative Items that are computed with reference to Additional Book Basis. To
the extent that the Additional Book Basis attributable to all of the
Partnership's Adjusted Property as of the beginning of any taxable period
exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of
such period (the "Excess Additional Book Basis"), the Additional Book Basis
Derivative Items for such period shall be reduced by the amount that bears the
same ratio to the amount of Additional Book Basis Derivative Items determined
without regard to this sentence as the Excess Additional Book Basis bears to the
Additional Book Basis as of the beginning of such period.

         "Additional Limited Partner" means a Person admitted to the Partnership
as a Limited Partner pursuant to Section 10.4 and who is shown as such on the
books and records of the Partnership.

<PAGE> 6

         "Adjusted Capital Account" means the Capital Account maintained for
each Partner as of the end of each fiscal year of the Partnership, (a) increased
by any amounts that such Partner is obligated to restore under the standards set
by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to
restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b)
decreased by (i) the amount of all losses and deductions that, as of the end of
such fiscal year, are reasonably expected to be allocated to such Partner in
subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury
Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions
that, as of the end of such fiscal year, are reasonably expected to be made to
such Partner in subsequent years in accordance with the terms of this Agreement
or otherwise to the extent they exceed offsetting increases to such Partner's
Capital Account that are reasonably expected to occur during (or prior to) the
year in which such distributions are reasonably expected to be made (other than
increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i)
or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended
to comply with the provisions of Treasury Regulation Section 1.704-
1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The "Adjusted
Capital Account" of a Partner in respect of a General Partner Interest, a Common
Unit, or an Incentive Distribution Right or any other Partnership Interest shall
be the amount that such Adjusted Capital Account would be if such General
Partner Interest, Common Unit, Incentive Distribution Right or other Partnership
Interest were the only interest in the Partnership held by such Partner from and
after the date on which such General Partner Interest, Common Unit, Incentive
Distribution Right or other Partnership Interest was first issued.

         "Adjusted Property" means any property the Carrying Value of which has
been adjusted pursuant to Section 5.4(d)(i) or 5.4(d)(ii).

         "Affiliate" means, with respect to any Person, any other Person that
(i) directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question or (ii)
owns, beneficially, directly or indirectly, 20% or more of the outstanding
capital stock, shares or other equity interests of the Person in question. As
used herein, the term "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise.

          "Agreed Allocation" means any allocation, other than a Required
Allocation, of an item of income, gain, loss or deduction pursuant to the
provisions of Section 6.1, including a Curative Allocation (if appropriate to
the context in which the term "Agreed Allocation" is used).

         "Agreed Value" of any Contributed Property means the fair market value
of such property or other consideration at the time of contribution as
determined by the General Partner using such reasonable method of valuation as
it may adopt. The General Partner shall, in its discretion, use such method as
it deems reasonable and appropriate to allocate the aggregate Agreed Value of
Contributed Properties contributed to the Partnership in a single or integrated
transaction among each separate property on a basis proportional to the fair
market value of each Contributed Property.

         "Agreement" means this Fourth Amended and Restated Agreement of Limited
Partnership of Genesis Energy, L.P., as it may be amended, supplemented or
restated from time to time.

         "API" has the meaning assigned to such term in the Fourth Amended OLP
Agreement.

         "Assignee" means a Non-citizen Assignee or a Person to whom one or more
Limited Partner Interests have been transferred in a manner permitted under this
Agreement and who has executed and delivered a Transfer Application as required
by this Agreement, but who has not been admitted as a Substituted Limited
Partner.

         "Associate" means, when used to indicate a relationship with any
Person, (a) any corporation or organization of which such Person is a director,
officer or partner or is, directly or indirectly, the owner of 20% or more of
any class of voting stock or other voting interest; (b) any trust or other
estate in which such Person has at least a 20% beneficial interest or as to
which such Person serves as trustee or in a similar fiduciary capacity; and (c)
any relative or spouse of such Person, or any relative of such spouse, who has
the same principal residence as such Person.

<PAGE> 7


         "Audit Committee" means a committee of the Board of Directors of the
General Partner composed entirely of two or more directors who are neither
officers nor employees of the General Partner or officers, directors or
employees of any Affiliate of the General Partner.

         "Available Cash" means, with respect to any Quarter ending prior to the
Liquidation Date,

         (a) the sum of (i) all cash and cash equivalents of the
Partnership on hand at the end of such Quarter and (ii) all additional cash and
cash equivalents of the Partnership on hand on the date of determination of
Available Cash with respect to such Quarter resulting from borrowings for
working capital purposes, less

         (b) the amount of any cash reserves that is necessary or
appropriate in the reasonable discretion of the General Partner to (i) provide
for the proper conduct of the business of the Partnership Group (including
reserves for future capital expenditures and for anticipated future credit needs
of the business of the Partnership Group) subsequent to such Quarter, (ii)
comply with applicable law or any loan agreement (including the Master Credit
Support Agreement), security agreement (including the Security Agreement),
mortgage, debt instrument or other agreement or obligation to which any Group
Member is a party or by which it is bound or its assets are subject; or (iii)
provide funds for distributions under Section 6.4 or 6.5 in respect of any one
or more of the next four Quarters; provided, however, that disbursements made by
any Group Member or cash reserves established, increased or reduced after the
end of such Quarter but on or before the date of determination of Available Cash
with respect to such Quarter shall be deemed to have been made, established,
increased or reduced, for purposes of determining Available Cash, within such
Quarter if the General Partner so determines.

         Notwithstanding the foregoing, "Available Cash" with respect to the
Quarter in which the Liquidation Date occurs and any subsequent Quarter shall
equal zero.

         "Book Basis Derivative Items" means any item of income, deduction, gain
or loss included in the determination of Net Income or Net Loss that is computed
with reference to the Carrying Value of an Adjusted Property (e.g.,
depreciation, depletion, or gain or loss with respect to an Adjusted Property).

         "Book-Down Event" means an event that triggers a negative adjustment to
the Capital Accounts of the Partners pursuant to Section 5.4(d).

         "Book-Tax Disparity" means, with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted
Property and the adjusted basis thereof for federal income tax purposes as of
such date. A Partner's share of the Partnership's Book-Tax Disparities in all of
its Contributed Property and Adjusted Property will be reflected by the
difference between such Partner's Capital Account balance as maintained pursuant
to Section 5.4 and the hypothetical balance of such Partner's Capital Account
computed as if it had been maintained strictly in accordance with federal income
tax accounting principles.

         "Book-Up Event" means an event that triggers a positive adjustment to
the Capital Accounts of the Partners pursuant to Section 5.4(d).

         "Business Day" means Monday through Friday of each week, except that a
legal holiday recognized as such by the government of the United States of
America or the states of New York or Texas shall not be regarded as a Business
Day.

         "Capital Account" means the capital account maintained for a Partner
pursuant to Section 5.4. The "Capital Account" of a Partner in respect of a
General Partner Interest, a Common Unit, an Incentive Distribution Right or any
Partnership Interest shall be the amount that such Capital Account would be if
such General Partner Interest, Common Unit, Incentive Distribution Right or
other Partnership Interest were the only interest in the Partnership held by
such Partner from and after the date on which such General Partner Interest,
Common Unit, Incentive Distribution Right or other Partnership Interest was
first issued.

<PAGE> 8

         "Capital Contribution" means any cash, cash equivalents or the Net
Agreed Value of Contributed Property that a Partner contributes to the
Partnership.

         "Capital Improvement" means any (a) addition or improvement to the
capital assets owned by any Group Member or (b) acquisition of existing or the
construction of new capital assets (including pipeline systems, storage
facilities and related assets), made to increase the operating capacity or
revenues of the Partnership Group from the operating capacity or revenues of the
Partnership Group existing immediately prior to such addition, improvement,
acquisition or construction.

         "Capital Surplus" has the meaning assigned to such term in Section
6.3(a).

         "Carrying Value" means (a) with respect to a Contributed Property, the
Agreed Value of such property reduced (but not below zero) by all depreciation,
amortization and cost recovery deductions charged to the Partners' and
Assignees' Capital Accounts in respect of such Contributed Property, and (b)
with respect to any other Partnership property, the adjusted basis of such
property for federal income tax purposes, all as of the time of determination.
The Carrying Value of any property shall be adjusted from time to time in
accordance with Sections 5.4(d)(i) and 5.4(d)(ii) and to reflect changes,
additions or other adjustments to the Carrying Value for dispositions and
acquisitions of Partnership properties, as deemed appropriate by the General
Partner.

         "Cause" means a court of competent jurisdiction has entered a final,
non- appealable judgment finding the General Partner liable for actual fraud,
gross negligence or willful or wanton misconduct in its capacity as general
partner of the Partnership.

         "Certificate" means a certificate, (i) issued in global form in
accordance with the rules of the Depositary or (ii) in such other form as may be
adopted by the General Partner in its discretion, issued by the Partnership
evidencing ownership of one or more Common Units or a certificate, in such form
as may be adopted by the General Partner in its discretion, issued by the
Partnership evidencing ownership of one or more other Partnership Securities.

         "Certificate of Limited Partnership" means the Amended and Restated
Certificate of Limited Partnership of the Partnership filed with the Secretary
of State of the State of Delaware as referenced in Section 7.2, as such
Certificate of Limited Partnership may be amended, supplemented or restated from
time to time.

         "Citizenship Certification" means a properly completed certificate in
such form as may be specified by the General Partner by which an Assignee or a
Limited Partner certifies that he (and if he is a nominee holding for the
account of another Person, that to the best of his knowledge such other Person)
is an Eligible Citizen.

         "claim" has the meaning assigned to such term in Section 7.12(c).

         "Closing Price" has the meaning assigned to such term in Section
15.1(a).

         "Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time. Any reference herein to a specific section or sections
of the Code shall be deemed to include a reference to any corresponding
provision of future law.

         "Combined Interest" has the meaning assigned to such term in Section
11.3(a).

         "Commission" means the United States Securities and Exchange
Commission.

         "Common Unit" means a Partnership Security representing a fractional
part of the Partnership Interests of all Limited Partners and Assignees and
having the rights and obligations specified with respect to a Common Unit in
this Agreement.

         "Contributed Property" means each property or other asset, in such form
as may be permitted by the Delaware Act, but excluding cash, contributed to the
Partnership. Once the Carrying Value of a Contributed Property is adjusted

<PAGE> 9

pursuant to Section 5.4(d), such property shall no longer constitute a
Contributed Property, but shall be deemed an Adjusted Property.

         "Conversion and Contribution Agreement" means the Conversion and
Contribution Agreement, dated May 26, 2005, among the Partnership, the General
Partner and Genesis OLP.

         "Conveyance Agreement" means that certain Purchase & Sale and
Contribution & Conveyance Agreement, dated as of November 26, 1996, among the
Partnership, Genesis OLP, Genesis Energy, L.L.C., Howell and a Subsidiary of
Salomon, together with the additional conveyance documents and instruments
contemplated or referenced thereunder.

         "Curative Allocation" means any allocation of an item of income, gain,
deduction, loss or credit pursuant to the provisions of Section 6.1(d)(x).

         "Current Market Price" has the meaning assigned to such term in Section
15.1(a).

         "Delaware Act" means the Delaware Revised Uniform Limited Partnership
Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from
time to time, and any successor to such statute.

         "Departing Partner" means a former General Partner from and after the
effective date of any withdrawal or removal of such former General Partner
pursuant to Section 11.1 or 11.2.

         "Depositary" means, with respect to any Units issued in global form,
The Depository Trust Company and its successors and permitted assigns.

         "Distribution Support Agreement" means the Distribution Support
Agreement, dated as of December 3, 1996, between the Genesis OLP and Salomon,
which sets forth the agreement of the Partnership and Salomon relating to the
purchase of APIs.

         "Economic Risk of Loss" has the meaning set forth in Treasury
Regulation Section 1.752-2(a).

         "Eligible Citizen" means a Person qualified to own interests in real
property in jurisdictions in which any Group Member does business or proposes to
do business from time to time, and whose status as a Limited Partner or Assignee
does not or would not subject such Group Member to a significant risk of
cancellation or forfeiture of any of its properties or any interest therein.

         "Event of Withdrawal" has the meaning assigned to such term in Section
11.1(a).

          "First Amended Agreement" has the meaning assigned to such term in the
recitals to this Agreement.

         "First Amended OLP Agreement" means the Amended and Restated Agreement
of Limited Partnership of Genesis Crude Oil, L.P., dated as of December 3, 1996.

         "First Liquidation Target Amount" has the meaning assigned to such term
in Section 6.1(c)(i)(C).

         "First Target Distribution" means $0.25 per Unit per Quarter, subject
to adjustment in accordance with Sections 6.6 and 6.8.

         "Fourth Amended OLP Agreement" means the Fourth Amended and Restated
Agreement of Limited Partnership of Genesis Crude Oil, L.P., dated as of the
date of this Agreement, as it may be amended, supplemented or restated from time
to time.

         "General Partner" means Genesis Energy, Inc. and its successors and
permitted assigns as general partner of the Partnership.

<PAGE> 10

         "General Partner Interest" means the ownership interest of the General
Partner in the Partnership (in its capacity as a general partner without
reference to any Limited Partner Interest held by it), which may be evidenced by
Partnership Securities or a combination thereof or interest therein, and
includes any and all benefits to which the General Partner is entitled as
provided in this Agreement, together with all obligations of the General Partner
to comply with the terms and provisions of this Agreement.

         "Genesis OLP" means Genesis Crude Oil, L.P., a Delaware limited
partnership, and its successors.

          "GP Unit" means a Partnership Security representing a fractional part
of the Partnership Interest of the General Partner and having the rights and
obligations specified with respect to GP Units in the Third Amended Agreement.

         "Group" means a Person that with or through any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting (except voting pursuant to a revocable proxy or
consent given to such Person in response to a proxy or consent solicitation made
to 10 or more Persons) or disposing of any Partnership Securities with any other
Person that beneficially owns, or whose Affiliates or Associates beneficially
own, directly or indirectly, Partnership Securities.

         "Group Member" means a member of the Partnership Group.

         "Holder" as used in Section 7.12, has the meaning assigned to such term
in Section 7.12(a).

         "Howell" means Howell Corporation and its Subsidiaries.

         "Incentive Compensation Payment" has the meaning assigned to such term
in the Third Amended OLP Agreement.

         "Incentive Distribution Right" means a non-voting Limited Partner
Interest issued to the General Partner in connection with the conversion and
contribution of all of its Incentive Compensation Payments in Genesis OLP to the
Partnership pursuant to the Conversion and Contribution Agreement, which Limited
Partner Interest will confer upon the holder thereof only the rights and
obligations specifically provided in this Agreement with respect to Incentive
Distribution Rights (and no other rights otherwise available to or other
obligations of a holder of a Limited Partner Interest). Notwithstanding anything
in this Agreement to the contrary, the holder of an Incentive Distribution Right
shall not be entitled to vote such Incentive Distribution Right on any
Partnership matter except as may otherwise be required by law.

         "Incentive Distributions" means any amount of cash distributed to the
holders of the Incentive Distribution Rights pursuant to Section 6.4(a)(iii),
(iv) and (v).

         "Indemnified Persons" has the meaning assigned to such term in Section
7.12(c).

         "Indemnitee" means (a) the General Partner, any Departing Partner and
any Person who is or was an Affiliate of the General Partner or any Departing
Partner, (b) any Person who is or was a director, officer, employee, agent or
trustee of a Group Member, (c) any Person who is or was a member, officer,
director, employee, agent or trustee of the General Partner or any Departing
Partner or any Affiliate of the General Partner or any Departing Partner, or any
Affiliate of any such Person, and (d) any Person who is or was serving at the
request of the General Partner or any Departing Partner or any such Affiliate as
a director, officer, employee, member, partner, agent, fiduciary or trustee of
another Person; provided, that a Person shall not be an Indemnitee by reason of
providing, on a fee-for-services basis, trustee, fiduciary or custodial
services.

         "Initial Closing Date" means December 3, 1996.

         "Initial Unit Price" means, with respect to any Common Unit $20.625,
adjusted as appropriate to give effect to any distribution, subdivision or
combination of Common Units.

<PAGE> 11

         "Initial Offering" means the initial offering and sale of Common Units
to the public on December 3, 1996, as described in the Registration Statement.

         "Interim Capital Transactions" means the following transactions if they
occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings
of indebtedness and sales of debt securities (other than for working capital
purposes and other than for items purchased on open account in the ordinary
course of business) by any Group Member; (b) sales of equity interests by any
Group Member; and (c) sales or other voluntary or involuntary dispositions of
any assets of any Group Member other than (i) sales or other dispositions of
inventory in the ordinary course of business, (ii) sales or other dispositions
of other current assets, including receivables and accounts in the ordinary
course of business and (iii) sales or other dispositions of assets as part of
normal retirements or replacements.

         "Limited Partner" means, unless the context otherwise requires, (a)
each Initial Limited Partner, each Substituted Limited Partner, each Additional
Limited Partner, and any Partner upon the change of its status from General
Partner to Limited Partner pursuant to Section 11.3 and (b) solely for purposes
of Articles V, VI, VII and IX and Section 12.4, each Assignee; provided,
however, that when the term "Limited Partner" is used herein in the context of
any vote or other approval, including Articles XIII and XIV, such term shall
not, solely for such purpose, include any holder of an Incentive Distribution
Right except as may otherwise be required by law.

         "Limited Partner Interest" means the ownership interest of a Limited
Partner or Assignee in the Partnership, which may be evidenced by Common Units
or other Partnership Securities or a combination thereof or interest therein,
and includes any and all benefits to which such Limited Partner or Assignee is
entitled as provided in this Agreement, together with all obligations of such
Limited Partner or Assignee to comply with the terms and provisions of this
Agreement; provided, however, that when the term "Limited Partner Interest" is
used herein in the context of any vote or other approval, including Articles
XIII and XIV, such term shall not, solely for such purpose, include any holder
of an Incentive Distribution Right except as may otherwise be required by law.

         "Liquidation Date" means (a) in the case of an event giving rise to the
dissolution of the Partnership of the type described in clauses (a) and (b) of
the first sentence of Section 12.2, the date on which the applicable time period
during which the Partners have the right to elect to reconstitute the
Partnership and continue its business has expired without such an election being
made, and (b) in the case of any other event giving rise to the dissolution of
the Partnership, the date on which such event occurs.

         "Liquidator" means one or more Persons selected by the General Partner
to perform the functions described in Section 12.3 as liquidating trustee of the
Partnership within the meaning of the Delaware Act.

         "Majority Interest" means at least a majority in Voting Power of the
Outstanding Limited Partner Interests.

         "Master Credit Support Agreement" means the Master Credit Support
Agreement, dated as of December 3, 1996, as amended, between Genesis OLP and
Salomon which sets forth the agreement of Genesis OLP and Salomon relating to
the credit support to be provided by Salomon to Genesis OLP.

          "Merger Agreement" has the meaning assigned to such term in Section
14.1.

         "Minimum Quarterly Distribution" means $0.20 per Unit per Quarter,
subject to adjustment in accordance with Sections 6.6 and 6.8.

         "National Securities Exchange" means an exchange registered with the
Commission under Section 6(a) of the Securities Exchange Act of 1934, as
amended, supplemented or restated from time to time, and any successor to such
statute, or the NASDAQ Stock Market or any successor thereto.

         "Net Agreed Value" means, (a) in the case of any Contributed Property,
the Agreed Value of such property reduced by any liabilities either assumed by
the Partnership upon such contribution or to which such property is subject when
contributed, and (b) in the case of any property distributed to a Partner or
Assignee by the Partnership,

<PAGE> 12

the Partnership's Carrying Value of such property
(as adjusted pursuant to Section 5.4(d)(ii)) at the time such property is
distributed, reduced by any indebtedness either assumed by such Partner or
Assignee upon such distribution or to which such property is subject at the time
of distribution, in either case, as determined under Section 752 of the Code.

         "Net Income" means, for any taxable year, the excess, if any, of the
Partnership's items of income and gain (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year over the Partnership's items of loss and deduction (other than
those items taken into account in the computation of Net Termination Gain or Net
Termination Loss) for such taxable year. The items included in the calculation
of Net Income shall be determined in accordance with Section 5.4(b) and shall
not include any items specially allocated under Section 6.1(d); provided that
the determination of the items that have been specially allocated under Section
6.1(d) shall be made as if Section 6.1(d)(xi) were not in this Agreement.

         "Net Loss" means, for any taxable year, the excess, if any, of the
Partnership's items of loss and deduction (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year over the Partnership's items of income and gain (other than
those items taken into account in the computation of Net Termination Gain or Net
Termination Loss) for such taxable year. The items included in the calculation
of Net Loss shall be determined in accordance with Section 5.4(b) and shall not
include any items specially allocated under Section 6.1(d); provided that the
determination of the items that have been specially allocated under Section
6.1(d) shall be made as if Section 6.1(d)(xi) were not in this Agreement.

         "Net Positive Adjustments" means, with respect to any Partner, the
excess, if any, of the total positive adjustments over the total negative
adjustments made to the Capital Account of such Partner pursuant to Book-Up
Events and Book-Down Events.

         "Net Termination Gain" means, for any taxable year, the sum, if
positive, of all items of income, gain, loss or deduction recognized by the
Partnership after the Liquidation Date. The items included in the determination
of Net Termination Gain shall be determined in accordance with Section 5.4(b)
and shall not include any items of income, gain or loss specially allocated
under Section 6.1(d).

         "Net Termination Loss" means, for any taxable year, the sum, if
negative, of all items of income, gain, loss or deduction recognized by the
Partnership after the Liquidation Date. The items included in the determination
of Net Termination Loss shall be determined in accordance with Section 5.4(b)
and shall not include any items of income, gain or loss specially allocated
under Section 6.1(d).

         "Ninety Percent Interest" means at least 90% in Voting Power of the
Outstanding Limited Partner Interests.

          "Non-citizen Assignee" means a Person whom the General Partner has
determined in its discretion does not constitute an Eligible Citizen and as to
whose Limited Partner Interest the General Partner has become the Substituted
Limited Partner, pursuant to Section 4.8.

         "Non-Competition Agreement" means the Non-Competition Agreement, dated
as of December 3, 1996, among the Partnership, Genesis OLP, Salomon, Basis
Petroleum, Inc. and Howell.

         "Nonrecourse Built-in Gain" means with respect to any Contributed
Properties or Adjusted Properties that are subject to a mortgage or pledge
securing a Nonrecourse Liability, the amount of any taxable gain that would be
allocated to the Partners pursuant to Sections 6.2(b)(i)(A), 6.2(b)(ii)(A) and
6.2(b)(iii) if such properties were disposed of in a taxable transaction in full
satisfaction of such liabilities and for no other consideration.

         "Nonrecourse Deductions" means any and all items of loss, deduction or
expenditures (including any expenditure described in Section 705(a)(2)(B) of the
Code) that, in accordance with the principles of Treasury Regulation Section
1.704-2(b), are attributable to a Nonrecourse Liability.

         "Nonrecourse Liability" has the meaning set forth in Treasury
Regulation Section 1.752-1(a)(2).

<PAGE> 13

         "Notice of Election to Purchase" has the meaning assigned to such term
in Section 15.1(b) hereof.

          "Operating Expenditures" means all Partnership Group expenditures,
including, but not limited to, taxes, reimbursements of the General Partner,
debt service payments, guarantee fees and capital expenditures, subject to the
following:

         (a)  Payments (including prepayments) of principal of and premium
on indebtedness shall not be an Operating Expenditure if the payment is (i)
required in connection with the sale or other disposition of assets or (ii) made
in connection with the refinancing or refunding of indebtedness with the
proceeds from new indebtedness or from the sale of equity interests. For
purposes of the foregoing, at the election and in the reasonable discretion of
the General Partner, any payment of principal or premium shall be deemed to be
refunded or refinanced by any indebtedness incurred or to be incurred by the
Partnership Group within 180 days before or after such payment to the extent of
the principal amount of such indebtedness.

         (b)  Operating Expenditures shall not include (i) capital
expenditures made for Acquisitions or for Capital Improvements, (ii) payment of
transaction expenses relating to Interim Capital Transactions or (iii)
distributions to Partners. Where capital expenditures are made in part for
Acquisitions or for Capital Improvements and in part for other purposes, the
General Partner's good faith allocation between the amounts paid for each shall
be conclusive.

         "Operating Surplus" means, with respect to any period ending prior to
the Liquidation Date, on a cumulative basis and without duplication,

         (a)  the sum of (i) $20 million plus all cash and cash equivalents
of the Partnership Group on hand as of the close of business on the Initial
Closing Date, (ii) all cash receipts of the Partnership Group for the period
beginning on the Initial Closing Date and ending with the last day of such
period, other than cash receipts from Interim Capital Transactions (except to
the extent specified in Section 6.5) and (iii) all cash receipts of the
Partnership Group after the end of such period but on or before the date of
determination of Operating Surplus with respect to such period resulting from
borrowings for working capital purposes, less

         (b)  the sum of (i) Operating Expenditures for the period beginning
on the Initial Closing Date and ending with the last day of such period and (ii)
the amount of cash reserves that is necessary or advisable in the reasonable
discretion of the General Partner to provide funds for future Operating
Expenditures provided, however, that disbursements made (including contributions
to a Group Member or disbursements on behalf of a Group Member) or cash reserves
established, increased or reduced after the end of such period but on or before
the date of determination of Available Cash with respect to such period shall be
deemed to have been made, established, increased or reduced for purposes of
determining Operating Surplus, within such period if the General Partner so
determines.

         Notwithstanding the foregoing, "Operating Surplus" with respect to the
Quarter in which the Liquidation Date occurs and any subsequent Quarter shall
equal zero.

         "Opinion of Counsel" means a written opinion of counsel (who may be
regular counsel to the Partnership or the General Partner or any of their
Affiliates) acceptable to the General Partner in its reasonable discretion.

         "Outstanding" means, with respect to Partnership Securities, all
Partnership Securities that are issued by the Partnership and reflected as
outstanding on the Partnership's books and records as of the date of
determination; provided, however, that if at any time any Person or Group (other
than the General Partner or its Affiliates) beneficially owns 20% or more of any
Outstanding Partnership Securities of any class then Outstanding, all
Partnership Securities owned by such Person or Group shall not be voted on any
matter and shall not be considered to be Outstanding when sending notices of a
meeting of Limited Partners to vote on any matter (unless otherwise required by
law), calculating required votes, determining the presence of a quorum or for
other similar purposes under this Agreement, except that such Partnership
Securities shall be considered to be Outstanding for purposes of

<PAGE> 14

Section 11.1(b)(iv) (such Partnership Securities shall not, however, be treated
as aseparate class of Partnership Securities for purposes of this Agreement).

          "Partner" means the General Partner and each Limited Partner.

         "Partner Nonrecourse Debt" has the meaning set forth in Treasury
Regulation Section 1.704-2(b)(4).

         "Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in
Treasury Regulation Section 1.704-2(i)(2).

         "Partner Nonrecourse Deductions" means any and all items of loss,
deduction or expenditure (including any expenditure described in Section
705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury
Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt.

         "Partnership" means Genesis Energy, L.P., a Delaware limited
partnership, and any successors thereto.

         "Partnership Group" means the Partnership and its Subsidiaries, treated
as a single consolidated entity.

         "Partnership Interest" means an ownership interest in the Partnership,
which shall include General Partner Interests and Limited Partner Interests.

         "Partnership Minimum Gain" means that amount determined in accordance
with the principles of Treasury Regulation Section 1.704-2(d).

         "Partnership Security" means any class or series of equity interest in
the Partnership (but excluding any options, rights, warrants and appreciation
rights relating to an equity interest in the Partnership), including Common
Units and Incentive Distribution Rights.

         "Percentage Interest" means as of any date of determination (a) as to
the General Partner (in its capacity as General Partner without reference to any
Limited Partner Interests held by it), 2.0%, (b) as to any Unitholder or
Assignee holding Units, the product obtained by multiplying (i) 98% less the
percentage applicable to paragraph (c) by (ii) the quotient obtained by dividing
(A) the number of Units held by such Unitholder or Assignee by (B) the total
number of all Outstanding Units, and (c) as to the holders of additional
Partnership Securities issued by the Partnership in accordance with Section 5.5,
the percentage established as a part of such issuance. The Percentage Interest
with respect to an Incentive Distribution Right shall at all times be zero.

         "Person" means an individual or a corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other entity.

          "Pro Rata" means (a) when modifying Units or any class thereof,
apportioned among all designated Units in accordance with their relative
Percentage Interests, (b) when modifying Partners and Assignees, apportioned
among all Partners and Assignees in accordance with their relative Percentage
Interests and (c) when modifying holders of Incentive Distribution Rights,
apportioned equally among all holders of Incentive Distribution Rights in
accordance with the relative number or percentage of Incentive Distribution
Rights held by each such holder.

         "Proxy Statement" means the definitive Proxy Statement filed by the
Partnership with the Commission under the Securities Exchange Act of 1934, as
amended, for the purpose of soliciting the votes of the holders of Common Units
with respect to the Restructuring, as it has been or as it may be amended or
supplemented from time to time.

         "Purchase Date" means the date determined by the General Partner as the
date for purchase of all Limited Partner Interests of a certain class (other
than Limited Partner Interests owned by the General Partner and its Affiliates)
pursuant to Article XV.

<PAGE> 15

         "Quarter" means, unless the context requires otherwise, a calendar
quarter.

         "Recapture Income" means any gain recognized by the Partnership
(computed without regard to any adjustment required by Section 734 or Section
743 of the Code) upon the disposition of any property or asset of the
Partnership, which gain is characterized as ordinary income because it
represents the recapture of deductions previously taken with respect to such
property or asset.

         "Record Date" means the date established by the General Partner for
determining (a) the identity of the Record Holders entitled to notice of, or to
vote at, any meeting of Limited Partners or entitled to vote by ballot or give
approval of Partnership action in writing without a meeting or entitled to
exercise rights in respect of any lawful action of Limited Partners or (b) the
identity of Record Holders entitled to receive any report or distribution or
participate in any offer.

         "Record Holder" means the Person in whose name a Common Unit is
registered on the books of the Transfer Agent as of the opening of business on a
particular Business Day, or with respect to other Partnership Securities, the
Person in whose name any such other Partnership Security is registered on the
books that the General Partner has caused to be kept as of the opening of
business on such Business Day.

         "Redeemable Interests" means any Limited Partner Interests for which a
redemption notice has been given, and has not been withdrawn, pursuant to
Section 4.9.

         "Registration Statement" means the Registration Statement on Form S-1
(Registration No. 333-11545) as amended, filed by the Partnership with the
Commission under the Securities Act to register the offering and sale of the
Common Units in the Initial Offering.

         "Remaining Net Positive Adjustments" means as of the end of any taxable
period, (i) with respect to the Unitholders holding Common Units, the excess of
(a) the Net Positive Adjustments of the Unitholders holding Common Units as of
the end of such period over (b) the sum of those Partners' Share of Additional
Book Basis Derivative Items for each prior taxable period, (ii) with respect to
the General Partner (as holder of the General Partner Interest), the excess of
(a) the Net Positive Adjustments of the General Partner as of the end of such
period over (b) the sum of the General Partner's Share of Additional Book Basis
Derivative Items with respect to the General Partner Interest for each prior
taxable period, and (iii) with respect to the holders of Incentive Distribution
Rights, the excess of (a) the Net Positive Adjustments of the holders of
Incentive Distribution Rights as of the end of such period over (b) the sum of
the Share of Additional Book Basis Derivative Items of the holders of the
Incentive Distribution Rights for each prior taxable period.

         "Required Allocations" means (a) any limitation imposed on any
allocation of Net Losses or Net Termination Losses under Section 6.1(b) or
6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction
pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or
6.1(d)(ix).

         "Residual Gain" or "Residual Loss" means any item of gain or loss, as
the case may be, of the Partnership recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of a Contributed Property
or Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Section 6.2(b)(i)(A) or 6.2(b)(ii)(A), respectively, to eliminate
Book-Tax Disparities.

         "Restructuring" has the meaning set forth in the recitals to this
Agreement.

         "Salomon" means Salomon Smith Barney Holdings Inc, a Delaware
corporation, and Salomon Brothers Holdings, Inc., a Delaware corporation.

         "Second Amended Agreement" has the meaning assigned to such term in the
recitals.

         "Second Amended OLP Agreement" means the Second Amended and Restated
Agreement of Limited Partnership of Genesis OLP dated as of December 7, 2000.

<PAGE> 16

         "Second Liquidation Target Amount" has the meaning assigned to such
term in Section 6.1(c)(i)(D).

         "Second Target Distribution" means $0.28 per Unit per Quarter, subject
to adjustment in accordance with Sections 6.6 and 6.8.

         "Securities Act" means the Securities Act of 1933, as amended,
supplemented or restated from time to time and any successor to such statute.

         "Security Agreement" means the Security Agreement, dated as of December
3, 1996, among Genesis OLP,. Salomon and the Secured Parties (as defined in the
Security Agreement) securing the obligations of Genesis OLP under the Master
Credit Support Agreement and creating a security interest in the Collateral (as
defined in the Security Agreement) in favor of the Collateral Agent (as defined
in the Security Agreement).

         "Share of Additional Book Basis Derivative Items" means in connection
with any allocation of Additional Book Basis Derivative Items for any taxable
period, (i) with respect to the Unitholders holding Common Units, the amount
that bears the same ratio to such Additional Book Basis Derivative Items as the
Unitholders' Remaining Net Positive Adjustments as of the end of such period
bears to the Aggregate Remaining Net Positive Adjustments as of that time, (ii)
with respect to the General Partner (as holder of the General Partner Interest),
the amount that bears the same ratio to such Additional Book Basis Derivative
Items as the General Partner's Remaining Net Positive Adjustments as of the end
of such period bears to the Aggregate Remaining Net Positive Adjustment as of
that time, and (iii) with respect to the Partners holding Incentive Distribution
Rights, the amount that bears the same ratio to such Additional Book Basis
Derivative Items as the Remaining Net Positive Adjustments of the Partners
holding the Incentive Distribution Rights as of the end of such period bears to
the Aggregate Remaining Net Positive Adjustments as of that time.

         "Special Approval" means approval by a majority of the members of the
Audit Committee.

         "Subsidiary" means, with respect to any Person, (a) a corporation of
which more than 50% of the voting power of shares entitled (without regard to
the occurrence of any contingency) to vote in the election of directors or other
governing body of such corporation is owned, directly or indirectly, at the date
of determination, by such Person, by one or more Subsidiaries of such Person or
a combination thereof, (b) a partnership (whether general or limited) in which
such Person or a Subsidiary of such Person is, at the date of determination, a
general or limited partner of such partnership, but only if more than 50% of the
partnership interests of such partnership (considering all of the partnership
interests of such partnership as a single class) is owned, directly or
indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person, or a combination thereof, or (c) any other Person
(other than a corporation or a partnership) in which such Person, one or more
Subsidiaries of such Person, or a combination thereof, directly or indirectly,
at the date of determination, has (i) at least a majority ownership interest or
(ii) the power to elect or direct the election of a majority of the directors or
other governing body of such Person.

         "Substituted Limited Partner" means a Person who is admitted as a
Limited Partner to the Partnership pursuant to Section 10.1 in place of and with
all the rights of a Limited Partner and who is shown as a Limited Partner on the
books and records of the Partnership.

         "Surviving Business Entity" has the meaning assigned to such term in
Section 14.2(b).

         "Third Amended Agreement" has the meaning assigned to such term in the
recitals.

         "Third Amended OLP Agreement" means the Third Amended and Restated
Agreement of Limited Partnership of Genesis OLP, dated as of July 31, 2002.

         "Third Liquidation Target Amount" has the meaning assigned to such term
in Section 6.1(c)(i)(E).

<PAGE> 17

         "Third Target Distribution" means $0.33 per Unit per Quarter, subject
to adjustment in accordance with Sections 6.6 and 6.8.

         "Trading Day" has the meaning assigned to such term in Section 15.1(a).

         "Transfer" has the meaning assigned to such term in Section 4.4(a).

         "Transfer Agent" means such bank, trust company or other Person
(including the General Partner or one of its Affiliates) as shall be appointed
from time to time by the Partnership to act as registrar and transfer agent for
the Common Units.

         "Transfer Application" means an application and agreement for transfer
of Partnership Securities in the form set forth on the back of a Certificate or
in a form substantially to the same effect in a separate instrument.

         "Two-Thirds Interest" means at least 66?% in Voting Power of the
Outstanding Limited Partner Interests.

         "Unit" means a Partnership Security that is designated as a "Unit" and
shall include Common Units but shall not include (a) a General Partner Interest
or (b) Incentive Distribution Rights.

         "Unitholders" mean the holders of Units.

         "Unpaid MQD" has the meaning assigned to such term in Section
6.1(c)(i)(B).

         "Unrealized Gain" attributable to any item of Partnership property
means, as of any date of determination, the excess, if any, of (a) the fair
market value of such property as of such date (as determined under Section
5.4(d)) over (b) the Carrying Value of such property as of such date (prior to
any adjustment to be made pursuant to Section 5.4(d) as of such date).

         "Unrealized Loss" attributable to any item of Partnership property
means, as of any date of determination, the excess, if any, of (a) the Carrying
Value of such property as of such date (prior to any adjustment to be made
pursuant to Section 5.4(d) as of such date) over (b) the fair market value of
such property as of such date (as determined under Section 5.4(d)).

         "Unrecovered Capital" means at any time, with respect to a Unit, the
Initial Unit Price less the sum of (i) all distributions constituting Capital
Surplus theretofore made in respect of a Common Unit sold in the initial
offering and sale of Common Units to the public, as described in the
Registration Statement and (ii) any distributions of cash (or the Net Agreed
Value of any distributions in kind) in connection with the dissolution and
liquidation of the Partnership theretofore made in respect of such a Common
Unit, adjusted as the General Partner determines to be appropriate to give
effect to any distribution, subdivision or combination of such Units.

         "U.S. GAAP" means United States Generally Accepted Accounting
Principles consistently applied.

         "Voting Power" means the right, if any, of the holder of a Partnership
Security to vote on Partnership matters. Each Common Unit shall entitle the
holder thereof to one vote. Each additional Partnership Security shall entitle
the holder thereof to such vote, if any, as shall be established at the time of
issuance of such Partnership Security.

         "Withdrawal Opinion of Counsel" has the meaning assigned to such term
in Section 11.1(b).

1.2      Construction.

         Unless the context requires otherwise: (a) any pronoun used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns, pronouns and verbs shall include the plural and

<PAGE> 18

vice versa; (b) references to Articles and Sections refer to Articles and
Sections of this Agreement; and (c) the term "include" or "includes" means
includes, without limitation, and "including" means including, without
limitation.

                                   ARTICLE II
                                  ORGANIZATION

2.1      Continuation of Existence.

         The General Partner and the Limited Partners hereby amend and restate
the Third Amended Agreement in its entirety to continue the Partnership as a
limited partnership pursuant to the provisions of the Delaware Act and to set
forth the rights and obligations of the Partners and certain matters related
thereto. This amendment and restatement shall become effective on the date of
this Agreement. Except as expressly provided to the contrary in this Agreement,
the rights, duties (including fiduciary duties), liabilities and obligations of
the Partners and the administration, dissolution and termination of the
Partnership shall be governed by the Delaware Act. All Partnership Interests
shall constitute personal property of the owner thereof for all purposes and a
Partner has no interest in specific Partnership property.

2.2      Name

         The name of the Partnership shall be "Genesis Energy, L.P." The
Partnership's business may be conducted under any other name or names deemed
necessary or appropriate by the General Partner in its sole discretion,
including the name of the General Partner. The words "Limited Partnership,"
"L.P.," "Ltd." or similar words or letters shall be included in the
Partnership's name where necessary for the purpose of complying with the laws of
any jurisdiction that so requires. The General Partner in its discretion may
change the name of the Partnership at any time and from time to time and shall
notify the Limited Partners of such change in the next regular communication to
the Limited Partners.


2.3      Registered Office; Registered Agent; Principal Office; Other Offices.
         Unless and until changed by the General Partner, the registered office
of the Partnership in the State of Delaware shall be located at 1209 Orange
Street, New Castle County, Wilmington, Delaware 19801, and the registered agent
for service of process on the Partnership in the State of Delaware at such
registered office shall be CT Corporation System. The principal office of the
Partnership shall be located at 500 Dallas, Suite 2500, Houston, Texas 77002 or
such other place as the General Partner may from time to time designate by
notice to the Limited Partners. The Partnership may maintain offices at such
other place or places within or outside the State of Delaware as the General
Partner deems necessary or appropriate. The address of the General Partner shall
be 500 Dallas, Suite 2500, Houston, Texas 77002 or such other place as the
General Partner may from time to time designate by notice to the Limited
Partners.

2.4      Purpose and Business.

         The purpose and nature of the business to be conducted by the
Partnership shall be to (a) engage directly in, or enter into or form any
corporation, partnership, joint venture, limited liability company or other
arrangement to engage indirectly in, any business activity that Genesis OLP is
permitted to engage in by the Fourth Amended OLP Agreement and, in connection
therewith, to exercise all of the rights and powers conferred upon the
Partnership pursuant to the agreements relating to such business activity, (b)
engage directly in, or to enter into or form any corporation, partnership, joint
venture, limited liability company or other arrangement to engage indirectly in,
any business activity that is approved by the General Partner and which lawfully
may be conducted by a limited partnership organized pursuant to the Delaware Act
and, in connection therewith, to exercise all of the rights and powers conferred
upon the Partnership pursuant to the agreements relating to such business
activity, and (c) do anything necessary or appropriate to the foregoing,
including the making of capital contributions or loans to a Group Member. The
General Partner has no obligation or duty to the Partnership, the Limited
Partners, or the Assignees to propose or approve, and in its discretion may
decline to propose or approve, the conduct by the Partnership of any business.

<PAGE> 19

2.5      Powers.

         The Partnership shall be empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described in Section
2.4 and for the protection and benefit of the Partnership.

2.6      Power of Attorney.

(a)      Each Limited Partner and each Assignee hereby constitutes and appoints
         the General Partner and, if a Liquidator shall have been selected
         pursuant to Section 12.3, the Liquidator, severally (and any successor
         to the Liquidator by merger, transfer, assignment, election or
         otherwise) and each of their authorized officers and attorneys-in-fact,
         as the case may be, with full power of substitution, as his true and
         lawful agent and attorney-in-fact, with full power and authority in his
         name, place and stead, to:

    (i)     execute,  swear to,  acknowledge,  deliver,  file and record in the
            appropriate  public  offices  (A) all certificates,  documents and
            other  instruments  (including  this Agreement and the Certificate
            of Limited Partnership  and all  amendments  or  restatements
            hereof or  thereof)  that the  General  Partner or the Liquidator
            deems necessary or appropriate to form,  qualify or continue the
            existence or qualification of the  Partnership as a limited
            partnership  (or a partnership  in which the limited  partners have
            limited liability) in the State of Delaware and in all other
            jurisdictions  in which the  Partnership may conduct business or own
            property;  (B) all certificates,  documents and other instruments
            that the General Partner or the  Liquidator  deems  necessary  or
            appropriate  to  reflect,  in  accordance  with its  terms,  any
            amendment,  change,  modification or restatement of this Agreement;
            (C) all  certificates,  documents and other instruments  (including
            conveyances and a certificate of cancellation)  that the General
            Partner or the  Liquidator  deems  necessary  or  appropriate  to
            reflect  the  dissolution  and  liquidation  of the Partnership
            pursuant  to the  terms  of  this  Agreement;  (D)  all
            certificates,  documents  and  other instruments  relating to the
            admission,  withdrawal,  removal or substitution of any Partner
            pursuant to, or other  events  described  in,  Article  IV, X, XI or
            XII;  (E) all  certificates,  documents  and other instruments
            relating to the  determination  of the rights,  preferences  and
            privileges  of any class or series of Partnership  Securities issued
            pursuant to Section 5.5; and (F) all certificates,  documents and
            other  instruments   (including  agreements  and  a  certificate  of
            merger)  relating  to  a  merger  or consolidation of the
            Partnership pursuant to Article XIV; and
   (ii)     execute,  swear to,  acknowledge,  deliver,  file and record all
            ballots,  consents,  approvals,  waivers, certificates,  documents
            and other instruments necessary or appropriate,  in the discretion
            of the General Partner or the Liquidator,  to (A) make,  evidence,
            give, confirm or ratify any vote, consent,  approval, agreement
            or other  action that is made or given by the  Partners  hereunder
            or is  consistent  with the terms of this Agreement or is necessary
            or  appropriate,  in the discretion of the General  Partner or the
            Liquidator  or (B)  effectuate  the terms or intent of this
            Agreement;  provided,  that when  required by Section 13.3 or any
            other  provision  of this  Agreement  that  establishes  a
            percentage  of the Limited Partners or of the  Limited  Partners
            of any class or series  required  to take any  action,  the General
            Partner and the Liquidator may exercise the power of attorney made
            in this Section  2.6(a)(ii)  only after the necessary vote,  consent
            or approval of the Limited  Partners or of the Limited Partners of
            such class or series, as applicable.

         Nothing contained in this Section 2.6(a) shall be construed as
authorizing the General Partner to amend this Agreement except in accordance
with Article XIII or as may be otherwise expressly provided for in this
Agreement.

(b) The foregoing power of attorney is hereby declared to be irrevocable and a
power coupled with an interest, and it shall survive and, to the maximum extent
permitted by law, not be affected by the subsequent death, incompetency,
disability, incapacity, dissolution, bankruptcy or termination of any Limited
Partner or Assignee and the transfer of all or any portion of such Limited
Partner's or Assignee's Partnership Interest and shall extend to such Limited
Partner's or Assignee's heirs, successors, assigns and personal representatives.
Each such Limited Partner or Assignee hereby agrees to be bound by any
representation made by the General Partner or the Liquidator acting in good
faith pursuant to such power of attorney; and each such Limited Partner or
Assignee, to the maximum extent permitted by law, hereby waives any and all
defenses that may be available to contest, negate or disaffirm the action of the
General

<PAGE> 20

Partner or the Liquidator taken in good faith under such power of
attorney. Each Limited Partner or Assignee shall execute and deliver to the
General Partner or the Liquidator, within 15 days after receipt of the request
therefor, such further designation, powers of attorney and other instruments as
the General Partner or the Liquidator deems necessary to effectuate this
Agreement and the purposes of the Partnership.

2.7      Term.

         The term of the Partnership shall continue until the close of
Partnership business on December 31, 2086 or until the earlier dissolution of
the Partnership in accordance with the provisions of Article XII. The existence
of the Partnership as a separate legal entity shall continue until the
cancellation of the Certificate of Limited Partnership as provided in the
Delaware Act.

2.8      Title to Partnership Assets.

         Title to Partnership assets, whether real, personal or mixed and
whether tangible or intangible, shall be deemed to be owned by the Partnership
as an entity, and no Partner or Assignee, individually or collectively, shall
have any ownership interest in such Partnership assets or any portion thereof.
Title to any or all of the Partnership assets may be held in the name of the
Partnership, the General Partner, one or more of its Affiliates or one or more
nominees, as the General Partner may determine. The General Partner hereby
declares and warrants that any Partnership assets for which record title is held
in the name of the General Partner or one or more of its Affiliates or one or
more nominees shall be held by the General Partner or such Affiliate or nominee
for the use and benefit of the Partnership in accordance with the provisions of
this Agreement; provided, however, that the General Partner shall use reasonable
efforts to cause record title to such assets (other than those assets in respect
of which the General Partner determines that the expense and difficulty of
conveyancing makes transfer of record title to the Partnership impracticable) to
be vested in the Partnership as soon as reasonably practicable; provided,
further, that, prior to the withdrawal or removal of the General Partner or as
soon thereafter as practicable, the General Partner shall use reasonable efforts
to effect the transfer of record title to the Partnership and, prior to any such
transfer, will provide for the use of such assets in a manner satisfactory to
the General Partner. All Partnership assets shall be recorded as the property of
the Partnership in its books and records, irrespective of the name in which
record title to such Partnership assets is held.

                                  ARTICLE III
                           RIGHTS OF LIMITED PARTNERS

3.1      Limitation of Liability.

         The Limited Partners and the Assignees shall have no liability under
this Agreement except as expressly provided in this Agreement or the Delaware
Act.

3.2      Management of Business.

         No Limited Partner or Assignee, in its capacity as such, shall
participate in the operation, management or control (within the meaning of the
Delaware Act) of the Partnership's business, transact any business in the
Partnership's name or have the power to sign documents for or otherwise bind the
Partnership. Any action taken by any Affiliate of the General Partner or any
officer, director, employee, member, general partner, agent or trustee of the
General Partner or any of its Affiliates, or any officer, director, employee,
member, general partner, agent or trustee of a Group Member, in its capacity as
such, shall not be deemed to be participation in the control of the business of
the Partnership by a limited partner of the Partnership (within the meaning of
Section 17-303(a) of the Delaware Act) and shall not affect, impair or eliminate
the limitations on the liability of the Limited Partners or Assignees under this
Agreement.

<PAGE> 21

3.3      Outside Activities of the Limited Partners.

         Subject to the provisions of Section 7.5, which shall continue to be
applicable to the Persons referred to therein, regardless of whether such
Persons shall also be Limited Partners or Assignees, any Limited Partner or
Assignee shall be entitled to and may have business interests and engage in
business activities in addition to those relating to the Partnership, including
business interests and activities in direct competition with the Partnership
Group. Neither the Partnership nor any of the other Partners or Assignees shall
have any rights by virtue of this Agreement in any business ventures of any
Limited Partner or Assignee.

3.4      Rights of Limited Partners.

(a)      In addition to other rights provided by this Agreement or by applicable
         law, and except as limited by Section 3.4(b), each Limited Partner
         shall have the right, for a purpose reasonably related to such Limited
         Partner's interest as a limited partner in the Partnership, upon
         reasonable written demand and at such Limited Partner's own expense:

         (i) to obtain true and full information regarding the status of
          the business and financial condition of the Partnership;

         (ii) promptly after becoming available, to obtain a copy of the
         Partnership's federal, state and local tax returns for each year;

         (iii) to have furnished to him a current list of the name and last
         known business, residence or mailing address of each Partner;

         (iv) to have furnished to him a copy of this Agreement and the
         Certificate of Limited Partnership and all amendments thereto, together
         with a copy of the executed copies of all powers of attorney pursuant
         to which this Agreement, the Certificate of Limited Partnership and all
         amendments thereto have been executed;

         (v) to obtain true and full information regarding the amount of cash
         and a description and statement of the Net Agreed Value of any other
         Capital Contribution by each Partner and which each Partner has agreed
         to contribute in the future, and the date on which each became a
         Partner; and

         (vi) to obtain such other information regarding the affairs of the
         Partnership as is just and reasonable.

(b)      The General Partner may keep confidential from the Limited Partners and
         Assignees, for such period of time as the General Partner deems
         reasonable, (i) any information that the General Partner reasonably
         believes to be in the nature of trade secrets or (ii) other information
         the disclosure of which the General Partner in good faith believes (A)
         is not in the best interests of the Partnership Group, (B) could damage
         the Partnership Group or (C) that any Group Member is required by law
         or by agreement with any third party to keep confidential (other than
         agreements with Affiliates of the Partnership the primary purpose of
         which is to circumvent the obligations set forth in this Section 3.4).

                                   ARTICLE IV
                    CERTIFICATES; RECORD HOLDERS; TRANSFER OF
                      PARTNERSHIP INTERESTS; REDEMPTION OF
                              PARTNERSHIP INTERESTS

4.1      Certificates.

         Upon the Partnership's issuance of Common Units to any Person, the
Partnership shall issue one or more Certificates in the name of such Person
evidencing the number of such Common Units being so issued. In addition, the
General Partner may cause the Partnership to issue Certificates evidencing
ownership of one or more other classes or series of Partnership Securities.
Certificates shall be executed on behalf of the Partnership by the Chairman of
the Board,

<PAGE> 22

President or any Vice President and the Secretary or any Assistant
Secretary of the General Partner. No Common Unit Certificate shall be valid for
any purpose until it has been countersigned by the Transfer Agent; provided,
however, that if the General Partner elects to issue Common Units in global
form, the Common Unit Certificates shall be valid upon receipt of a certificate
from the Transfer Agent certifying that the Common Units have been duly
registered in accordance with the directions of the Partnership.


4.2      Mutilated, Destroyed, Lost or Stolen Certificates.

(a)      If any mutilated Certificate is surrendered to the Transfer Agent, the
         appropriate officers of the General Partner on behalf of the
         Partnership shall execute and deliver and, in the case of a Common Unit
         Certificate, the Transfer Agent shall countersign, in exchange
         therefor, a new Certificate evidencing the same number and type of
         Partnership Securities as the Certificate so surrendered.

(b)      The appropriate officers of the General Partner on behalf of the
         Partnership shall execute and deliver and, in the case of a Common Unit
         Certificate, the Transfer Agent shall countersign (or, in the case of
         Common Units issued in global form, register in accordance with the
         rules and regulations of the Depositary), a new Certificate in place of
         any Certificate previously issued if the Record Holder of the
         Certificate:

         (i) makes proof by affidavit, in form and substance satisfactory to the
         Partnership, that a previously issued Certificate has been lost,
         destroyed or stolen;

         (ii) requests the issuance of a new Certificate before the Partnership
         has notice that the Certificate has been acquired by a purchaser for
         value in good faith and without notice of an adverse claim;

         (iii) if requested by the Partnership, delivers to the Partnership a
         bond, in form and substance satisfactory to the Partnership, with
         surety or sureties and with fixed or open penalty as the Partnership
         may reasonably direct, in its sole discretion, to indemnify the
         Partnership, the General Partner and the Transfer Agent against any
         claim that may be made on account of the alleged loss, destruction or
         theft of the Certificate; and

         (iv) satisfies any other reasonable requirements imposed by the
         Partnership.

         If a Limited Partner or Assignee fails to notify the Partnership within
a reasonable time after he has notice of the loss, destruction or theft of a
Certificate, and a transfer of the Limited Partner Interests represented by the
Certificate is registered before the Partnership, the General Partner or the
Transfer Agent receives such notification, the Limited Partner or Assignee shall
be precluded from making any claim against the Partnership, the General Partner
or the Transfer Agent for such transfer or for a new Certificate.

(c) As a condition to the issuance of any new Certificate under this Section
4.2, the Partnership may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Transfer Agent)
reasonably connected therewith.

4.3      Record Holders.

         The Partnership shall be entitled to recognize the Record Holder as the
Partner or Assignee with respect to any Partnership Interest and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such Partnership Interest on the part of any other Person, regardless of whether
the Partnership shall have actual or other notice thereof, except as otherwise
provided by law or any applicable rule, regulation, guideline or requirement of
any National Securities Exchange on which Limited Partner Interests are listed
for trading. Without limiting the foregoing, when a Person (such as a broker,
dealer, bank, trust company or clearing corporation or an agent of any of the
foregoing) is acting as nominee, agent or in some other representative capacity
for another Person in acquiring and/or holding Limited Partner Interests, as
between the Partnership on the one hand, and such other Persons on the other,
such representative Person (a) shall be the Partner or Assignee (as the case may
be) of record and beneficially, (b) must

<PAGE> 23

execute and deliver a Transfer
Application and (c) shall be bound by this Agreement and shall have the rights
and obligations of a Partner or Assignee (as the case may be) hereunder and as,
and to the extent, provided for herein.

4.4      Transfer Generally.

(a) The term "transfer," when used in this Agreement with respect to a
Partnership Interest, shall be deemed to refer to a transaction (i) by which the
General Partner assigns its General Partner Interest to another Person
 or by which the holder of Incentive Distribution Rights assigns its Incentive
Distribution Rights to another Person, or (ii) by which the holder of a Limited
Partner Interest (other than an Incentive Distribution Right) assigns such
Limited Partner Interest to another Person who is or becomes a Limited Partner
or an Assignee, and includes a sale, assignment, gift, pledge, encumbrance,
hypothecation, mortgage, exchange or any other disposition by law or otherwise.

(b) No Partnership Interest shall be transferred, in whole or in part, except in
accordance with the terms and conditions set forth in this Article IV. Any
transfer or purported transfer of a Partnership Interest not made in accordance
with this Article IV shall be null and void.

(c) Nothing contained in this Agreement shall be construed to prevent a
disposition by any stockholder, member or other owner of the General Partner of
any or all of the shares of stock, membership interests or other ownership
interests in the General Partner.

4.5      Registration and Transfer of Limited Partner Interests.

(a) The Partnership shall keep or cause to be kept on behalf of the Partnership
a register in which, subject to such reasonable regulations as it may prescribe
and subject to the provisions of Section 4.5(b), the Partnership will provide
for the registration and transfer of Limited Partner Interests. The Transfer
Agent is hereby appointed registrar and transfer agent for the purpose of
registering Common Units and transfers of such Common Units as herein provided.
The Partnership shall not recognize transfers of Certificates evidencing Limited
Partner Interests unless such transfers are affected in the manner described in
this Section 4.5. Upon surrender of a Certificate for registration of transfer
of any Limited Partner Interest, and subject to the provisions of Section
4.5(b), the appropriate officers of the General Partner on behalf of the
Partnership shall execute and deliver and, in the case of Common Units, the
Transfer Agent shall countersign (or, in the case of Common Units issued in
global form, register in accordance with the rules and regulations of the
Depositary), in the name of the holder or the designated transferee or
transferees, as required pursuant to the holder's instructions, one or more new
Certificates evidencing the same aggregate number and type of Limited Partner
Interests as was evidenced by the Certificate so surrendered.

(b) Except as otherwise provided in Section 4.8, the Partnership shall not
recognize any transfer of Limited Partner Interests until the Certificates
evidencing such Limited Partner Interests are surrendered for registration of
transfer and are accompanied by a Transfer Application duly executed by the
transferee (or the transferee's attorney-in-fact duly authorized in writing). No
charge shall be imposed by the Partnership for such transfer; provided, that as
a condition to the issuance of any new Certificate under this Section 4.5, the
Partnership may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed with respect thereto.

(c) Limited Partner Interests may be transferred only in the manner described in
this Section 4.5. The transfer of any Limited Partner Interests and the
admission of any new Limited Partner shall not constitute an amendment to this
Agreement.

(d) Until admitted as a Substituted Limited Partner pursuant to Section 10.2,
the Record Holder of a Limited Partner Interest shall be an Assignee in respect
of such Limited Partner Interest. Limited Partners may include custodians,
nominees or any other individual or entity in its own or any representative
capacity.

(e) A transferee of a Limited Partner Interest who has completed and delivered a
Transfer Application shall be deemed to have (i) requested admission as a
Substituted Limited Partner, (ii) agreed to comply with and be bound by and to
have executed this Agreement, (iii) represented and warranted that such
transferee has the right, power and authority

<PAGE> 24

and, if an individual, the capacity to enter into this Agreement, (iv) granted
the powers of attorney set forth in this Agreement and (v) given the consents
and approvals and made the waivers contained in this Agreement.

4.6      Transfer of a General Partner's General Partner Interest.

         Prior to December 31, 2006, the General Partner shall not transfer all
or any part of its General Partner Interest to a Person unless such transfer (a)
has been approved by the prior written consent or vote of the holders of a
Majority Interest or (b) is of all, but not less than all, of its General
Partner Interest to (i) an Affiliate of the General Partner or (ii) another
Person in connection with the merger or consolidation of the General Partner
with or into another Person or the transfer by the General Partner of all or
substantially all of its assets to another Person. Notwithstanding anything
herein to the contrary, no transfer by the General Partner of all or any part of
its General Partner Interest to another Person shall be permitted unless (x) the
transferee agrees to assume the rights and duties of the General Partner under
this Agreement and the Fourth Amended OLP Agreement and to be bound by the
provisions of this Agreement and the Fourth Amended OLP Agreement, (y) the
Partnership receives an Opinion of Counsel that such transfer would not result
in the loss of limited liability of any Limited Partner of any limited partner
of Genesis OLP or cause the Partnership or Genesis OLP to be treated as an
association taxable as a corporation or otherwise to be taxed as an entity for
federal income tax purposes (to the extent not already so treated or taxed) and
(z) such transferee also agrees to purchase all (or the appropriate portion
thereof, if applicable) of the partnership interest of the General Partner as
the general partner of each other Group Member. In the case of a transfer
pursuant to and in compliance with this Section 4.6, the transferee or successor
(as the case may be) shall, subject to compliance with the terms of Section
10.3, be admitted to the Partnership as a General Partner immediately prior to
the transfer of the General Partner Interest, and the business of the
Partnership shall continue without dissolution.


4.7      Restrictions on Transfers.

(a) Notwithstanding the other provisions of this Article IV, no transfer of any
Partnership Interest shall be made if such transfer would (i) violate the then
applicable federal or state securities laws or rules and regulations of the
Commission, any state securities commission or any other governmental authority
with jurisdiction over such transfer, (ii) terminate the existence or
qualification of the Partnership or Genesis OLP under the laws of the
jurisdiction of its formation or (iii) cause the Partnership or Genesis OLP to
be treated as an association taxable as a corporation or otherwise to be taxed
as an entity for federal income tax purposes (to the extent not already so
treated or taxed).

(b) The General Partner may impose restrictions on the transfer of Partnership
Interests if a subsequent Opinion of Counsel determines that such restrictions
are necessary to avoid a significant risk of the Partnership or Genesis OLP
becoming taxable as a corporation or otherwise to be taxed as an entity for
federal income tax purposes. The restrictions may be imposed by making such
amendments to this Agreement as the General Partner may determine to be
necessary or appropriate to impose such restrictions; provided, however, that
any amendment that the General Partner believes, in the exercise of its
reasonable discretion, could result in the delisting or suspension of trading of
any class of Limited Partner Interests on the principal National Securities
Exchange on which such class of Limited Partner Interests is then traded must be
approved, prior to such amendment being effected, by the holders of at least a
majority of the Outstanding Limited Partner Interests of such class.

(c) Nothing contained in this Article IV, or elsewhere in this Agreement, shall
preclude the settlement of any transactions involving Partnership Interests
entered into through the facilities of any National Securities Exchange on which
such Partnership Interests are listed for trading.

4.8      Citizenship Certificates; Non-citizen Assignees.

(a) If any Group Member is or becomes subject to any federal, state or local law
or regulation that, in the reasonable determination of the General Partner,
creates a substantial risk of cancellation or forfeiture of any property in
which the Group Member has an interest based on the nationality, citizenship or
other related status of a Limited Partner or Assignee, the General Partner may
request any Limited Partner or Assignee to furnish to the General Partner,
within 30 days after receipt of such request, an executed Citizenship
Certification or such other information concerning his

<PAGE> 25

nationality, citizenship or other related status (or, if the Limited Partner or
Assignee is a nominee holding for the account of another Person, the
nationality, citizenship or other related status of such Person) as the General
Partner may request. If a Limited Partner or Assignee fails to furnish to the
General Partner within the aforementioned 30-day period such Citizenship
Certification or other requested information or if upon receipt of such
Citizenship Certification or other requested information the General Partner
determines, with the advice of counsel, that a Limited Partner or Assignee is
not an Eligible Citizen, the Limited Partner Interests owned by such Limited
Partner or Assignee shall be subject to redemption in accordance with the
provisions of Section 4.9. In addition, the General Partner may require that the
status of any such Limited Partner or Assignee be changed to that of a
Non-citizen Assignee and, thereupon, the General Partner shall be substituted
for such Non-citizen Assignee as the Limited Partner in respect of his Limited
Partner Interests.

(b) The General Partner shall, in exercising voting rights in respect of Limited
Partner Interests held by it on behalf of Non-citizen Assignees, distribute the
votes in the same ratios as the votes of Limited Partners (including without
limitation the General Partner) in respect of Limited Partner Interests other
than those of Non-citizen Assignees are cast, either for, against or abstaining
as to the matter.

(c) Upon dissolution of the Partnership, a Non-citizen Assignee shall have no
right to receive a distribution in kind pursuant to Section 12.4 but shall be
entitled to the cash equivalent thereof, and the Partnership shall provide cash
in exchange for an assignment of the Non-citizen Assignee's share of the
distribution in kind. Such payment and assignment shall be treated for
Partnership purposes as a purchase by the Partnership from the Non-citizen
Assignee of his Limited Partner Interest (representing his right to receive his
share of such distribution in kind).

(d) At any time after he can and does certify that he has become an Eligible
Citizen, a Non-citizen Assignee may, upon application to the General Partner,
request admission as a Substituted Limited Partner with respect to any Limited
Partner Interests of such Non-citizen Assignee not redeemed pursuant to Section
4.9, and upon his admission pursuant to Section 10.2, the General Partner shall
cease to be deemed to be the Limited Partner in respect of the Non-citizen
Assignee's Limited Partner Interests.

4.9      Redemption of Partnership Interests of Non-citizen Assignees.

(a)      If at any time a Limited Partner or Assignee fails to furnish a
         Citizenship Certification or other information requested within the
         30-day period specified in Section 4.8(a), or if upon receipt of such
         Citizenship Certification or other information the General Partner
         determines, with the advice of counsel, that a Limited Partner or
         Assignee is not an Eligible Citizen, the Partnership may, unless the
         Limited Partner or Assignee establishes to the satisfaction of the
         General Partner that such Limited Partner or Assignee is an Eligible
         Citizen or has transferred his Limited Partner Interests to a Person
         who is an Eligible Citizen and who furnishes a Citizenship
         Certification to the General Partner prior to the date fixed for
         redemption as provided below, redeem the Limited Partner Interest of
         such Limited Partner or Assignee as follows:

         (i) The General Partner shall,  not later than the 30th day before the
         date fixed for redemption,  give notice of redemption  to the Limited
         Partner or Assignee,  at his last address  designated on the records
         of the Partnership or the Transfer Agent, by registered or certified
         mail,  postage prepaid.  The notice shall be deemed to have been given
         when so mailed.  The notice shall  specify the  Redeemable  Interests,
         the date fixed for  redemption,  the place of  payment,  that  payment
         of the  redemption  price will be made upon surrender of the
         Certificate  evidencing  the  Redeemable  Interests and that on and
         after the date fixed for redemption no further  allocations  or
         distributions  to which the Limited  Partner or Assignee would
         otherwise be entitled in respect of the Redeemable Interests will
         accrue or be made.

         (ii) The aggregate  redemption  price for Redeemable  Interests  shall
         be an amount equal to the Current Market Price (the date of
         determination  of which  shall be the date fixed for  redemption)  of
         Limited  Partner Interests of the class to be so redeemed  multiplied
         by the number of Limited  Partner  Interests of each such  class
         included  among  the  Redeemable  Interests.  The  redemption  price
         shall be  paid,  in the discretion of the General  Partner, in cash or
         by delivery of a promissory note of the Partnership in the principal
         amount of

<PAGE> 26

         the  redemption  price,  bearing  interest at the rate of 10% annually
         and payable in three equal annual  installments of principal together
         with accrued  interest,  commencing one year after the redemption date.

        (iii) Upon surrender by or on behalf of the Limited Partner or Assignee,
         at the place specified in the notice of redemption, of the Certificate
         evidencing the Redeemable Interests, duly endorsed in blank or
         accompanied by an assignment duly executed in blank, the Limited
         Partner or Assignee or his duly authorized representative shall be
         entitled to receive the payment therefor.

         (iv) After the redemption date, Redeemable Interests shall no longer
         constitute issued and Outstanding Limited Partner Interests.

(b)      The provisions of this Section 4.9 shall also be applicable to Limited
         Partner Interests held by a Limited Partner or Assignee as nominee of a
         Person determined to be other than an Eligible Citizen.

(c)      Nothing in this Section 4.9 shall prevent the recipient of a notice of
         redemption from transferring his Limited Partner Interests before the
         redemption date if such transfer is otherwise permitted under this
         Agreement. Upon receipt of notice of such a transfer, the General
         Partner shall withdraw the notice of redemption, provided the
         transferee of such Limited Partner Interests certifies to the
         satisfaction of the General Partner in a Citizenship Certification
         delivered in connection with the Transfer Application that he is an
         Eligible Citizen. If the transferee fails to make such certification,
         such redemption shall be effected from the transferee on the original
         redemption date.

                                   ARTICLE V
                      CAPITAL CONTRIBUTIONS AND ISSUANCE OF
                              PARTNERSHIP INTERESTS

5.1      Previous Capital Contributions.

         The Partners (or their predecessors) have heretofore made Capital
Contributions to the Partnership as provided in the First Amended Agreement.

5.2      Additional Contributions by General Partner.

         Upon the issuance of any additional Limited Partner Interests, the
General Partner shall be required to make an additional Capital Contribution
equal to 2/98ths of any amount contributed to the Partnership by the Limited
Partners in exchange for such additional Limited Partner Interests. Except as
set forth in the immediately preceding sentence and Article XII, the General
Partner shall not be obligated to make any Capital Contributions to the
Partnership.

5.3      Interest and Withdrawal.

         No interest shall be paid by the Partnership on Capital Contributions.
No Partner or Assignee shall be entitled to the withdrawal or return of its
Capital Contribution, except to the extent, if any, that distributions made
pursuant to this Agreement or upon termination of the Partnership may be
considered as such by law and then only to the extent provided for in this
Agreement. Except to the extent expressly provided in this Agreement, no Partner
or Assignee shall have priority over any other Partner or Assignee either as to
the return of Capital Contributions or as to profits, losses or distributions.
Any such return shall be a compromise to which all Partners and Assignees agree
within the meaning of Section 17-502(b) of the Delaware Act.


5.4      Capital Accounts.

(a)      The Partnership shall maintain for each Partner (or a beneficial owner
         of Partnership Interests held by a nominee in any case in which the
         nominee has furnished the identity of such owner to the Partnership in
         accordance with Section 6031(c) of the Code or any other method
         acceptable to the General Partner in its sole discretion) owning a
         Partnership Interest a separate Capital Account with respect to such
         Partnership Interest in accordance with the rules of

<PAGE> 27

         Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account
         shall be increased by (i) the amount of all Capital Contributions made
         to the Partnership with respect to such Partnership Interest pursuant
         to this Agreement (including the Third Amended Agreement) and (ii) all
         items of Partnership income and gain (including, without limitation,
         income and gain exempt from tax) computed in accordance with Section
         5.4(b) and allocated with respect to such Partnership Interest
         pursuant to Section 6.1, and decreased by (x) the amount of cash or
         Net Agreed Value of all actual and deemed distributions of cash or
         property made with respect to such Partnership Interest and (y) all
         items of Partnership deduction and loss computed in accordance with
         Section 5.4(b) and allocated with respect to such Partnership Interest
         pursuant to Section 6.1.

(b)      For purposes of computing the amount of any item of income, gain, loss
         or deduction which is to be allocated pursuant to Article VI and is to
         be reflected in the Partners' Capital Accounts, the determination,
         recognition and classification of any such item shall be the same as
         its determination, recognition and classification for federal income
         tax purposes (including, without limitation, any method of
         depreciation, cost recovery or amortization used for that purpose),
         provided, that:

         (i) Solely for purposes of this Section 5.4, the Partnership shall be
         treated as owning directly its proportionate share (as determined by
         the General Partner based upon the provisions of the Fourth Amended OLP
         Agreement) of all property owned by Genesis OLP or any other Subsidiary
         that is classified as a partnership for federal income tax purposes.

         (ii) All  underwriting  discounts and  commissions  incurred by the
         Partnership in connection with the issuance of  Partnership  Securities
         that can  neither be deducted  nor  amortized  under  Section 709 of
         the Code shall,  for purposes of Capital Account  maintenance,  be
         treated as an item of deduction at the time such costs  are  incurred
         and  shall be  allocated  100% to the  holders  of such  Partnership
         Securities  in accordance with their relative  Percentage  Interests.
         All other fees and other expenses  incurred by the Partnership to
         promote the sale of (or to sell)  Partnership  Securities  that can
         neither be deducted nor amortized under Section 709 of the Code, if
         any, shall,  for purposes of Capital Account  maintenance,  be
         treated  as an item of  deduction  at the time such  fees and other
         expenses  are  incurred  and shall be allocated among the Partners
         pursuant to Section 6.1.

         (iii) Except as otherwise  provided in Treasury  Regulation  Section
         1.704-  1(b)(2)(iv)(m),  the computation of all items of income,  gain,
         loss and deduction shall be made without regard to any election under
         Section 754 of the  Code  which  may be made by the  Partnership  and,
         as to those  items  described  in  Section 705(a)(1)(B) or 705(a)(2)(B)
         of the Code,  without regard to the fact that such items are not
         includable in gross income or are neither  currently  deductible nor
         capitalized for federal income tax purposes.  To the extent an
         adjustment to the adjusted tax basis of any  Partnership  asset
         pursuant to Section 734(b) or 743(b) of the Code is required, pursuant
         to Treasury  Regulation  Section 1.704-1(b)(2)(iv)(m) to be taken into
         account in determining Capital Accounts, the amount of such adjustment
         in the Capital Accounts shall be treated as an item of gain or loss.

         (iv) Any income, gain or loss attributable to the taxable disposition
         of any Partnership property shall be determined as if the adjusted
         basis of such property as of such date of disposition were equal in
         amount to the Partnership's Carrying Value with respect to such
         property as of such date.

         (v) In accordance with the requirements of Section 704(b) of the Code,
         any deductions for depreciation, cost recovery or amortization
         attributable to any Contributed  Property shall be determined as if the
         adjusted basis of such  property on the date it was acquired by the
         Partnership  were equal to the Agreed Value of such property.  Upon an
         adjustment pursuant to Section  5.4(d) to the Carrying Value of any
         Partnership property subject to depreciation, cost recovery or
         amortization,  any  further  deductions  for such depreciation,  cost
         recovery or amortization  attributable to such property shall be
         determined (A) as if the adjusted  basis of such  property  were  equal
         to the Carrying Value of such property immediately following such
         adjustment and (B) using a rate of  depreciation,  cost recovery or
         amortization  derived from the same method and useful life (or, if
         applicable,  the  remaining  useful  life) as is applied for federal
         income tax purposes;  provided,  however, that, if the asset has a zero
         adjusted basis for federal income tax purposes,  depreciation,

<PAGE> 28

         cost recovery or amortization deductions shall be determined using any
         reasonable method that the General Partner may adopt.

         (vi) If the Partnership's adjusted basis in a depreciable or cost
         recovery property is reduced for federal income tax purposes pursuant
         to Section 48(q)(1) or 48(q)(3) of the Code, the amount of such
         reduction shall, solely for purposes hereof, be deemed to be an
         additional depreciation or cost recovery deduction in the year such
         property is placed in service and shall be allocated among the Partners
         pursuant to Section 6.1. Any restoration of such basis pursuant to
         Section 48(q)(2) of the Code shall, to the extent possible, be
         allocated in the same manner to the Partners to whom such deemed
         deduction was allocated.

(c)      A transferee of a Partnership Interest shall succeed to a pro rata
         portion of the Capital Account of the transferor relating to the
         Partnership Interest so transferred.

(d)      (i) In accordance with Treasury Regulation Section
         1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership
         Interests for cash or Contributed Property or the conversion of the
         General Partner's Combined Interest to Common Units pursuant to Section
         11.3(b), the Capital Account of all Partners and the Carrying Value of
         each Partnership property immediately prior to such issuance shall be
         adjusted upward or downward to reflect any Unrealized Gain or
         Unrealized Loss attributable to such Partnership property, as if such
         Unrealized Gain or Unrealized Loss had been recognized on an actual
         sale of each such property immediately prior to such issuance and had
         been allocated to the Partners at such time pursuant to Section 6.1 in
         the same manner as any item of gain or loss actually recognized during
         such period would have been allocated. In determining such Unrealized
         Gain or Unrealized Loss, the aggregate cash amount and fair market
         value of all Partnership assets (including cash or cash equivalents)
         immediately prior to the issuance of additional Partnership Securities
         shall be determined by the General Partner using such reasonable method
         of valuation as it may adopt; provided, however, that the General
         Partner, in arriving at such valuation, must take fully into account
         the fair market value of the Partnership Interests of all Partners at
         such time. The General Partner shall allocate such aggregate value
         among the assets of the Partnership (in such manner as it determines in
         its discretion to be reasonable) to arrive at a fair market value for
         individual properties.

         (ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)
         (f), immediately prior to any actual or deemed distribution to a
         Partner of any  Partnership  property (other than a distribution of
         cash that is not in redemption or retirement of a Partnership
         Interest),  the Capital Accounts of all Partners and the Carrying Value
         of all Partnership  property  shall  be  adjusted  upward  or  downward
         to  reflect any Unrealized Gain or Unrealized Loss attributable to such
         Partnership property, as if such Unrealized Gain or Unrealized Loss had
         been recognized in a sale of such property  immediately  prior to such
         distribution for an amount equal to its fair market value, and had been
         allocated to the Partners, at such time, pursuant to Section 6.1 in the
         same manner as any item of gain or loss actually recognized during such
         period would have been  allocated.  In determining  such  Unrealized
         Gain or Unrealized Loss the aggregate cash amount and fair market value
         of all Partnership assets (including, without limitation, cash or cash
         equivalents) immediately prior to a distribution shall (A) in the case
         of an actual  distribution that is not made pursuant to Section 12.4 or
         in the case of a deemed contribution  and/or  distribution  occurring
         as a result of a termination of the Partnership pursuant to Section 708
         of the Code, be determined  and allocated in the same manner as that
         provided in Section  5.4(d)(i) or (B)  in the case of a  liquidating
         distribution  pursuant  to  Section  12.4,  be  determined  and
         allocated  by the Liquidator using such reasonable method of valuation
         as it may adopt.

5.5      Issuances of Additional Partnership Securities.

(a) The Partnership may issue additional Partnership Securities and options,
rights, warrants and appreciation rights relating to Partnership Securities for
any Partnership purpose at any time and from time to time to such Persons for
such consideration and on such terms and conditions as shall be established by
the General Partner in its sole discretion, all without the approval of any
Limited Partners.

(b) Each additional Partnership Security authorized to be issued by the
Partnership pursuant to Section 5.5(a) may be issued in one or more classes, or
one or more series of any such classes, with such designations, preferences,
rights, powers and duties (which may be senior to existing classes and series of
Partnership Securities), as shall be fixed

<PAGE> 29

by the General Partner in the exercise of its sole discretion, including (i) the
right to share Partnership profits and losses or items thereof; (ii) the right
to share in Partnership distributions; (iii) the rights upon dissolution and
liquidation of the Partnership; (iv) whether, and the terms and conditions upon
which, the Partnership may redeem such Partnership Security; (v) whether such
Partnership Security is issued with the privilege of conversion or exchange and,
if so, the terms and conditions of such conversion or exchange; (vi) the terms
and conditions upon which such Partnership Security will be issued, evidenced by
certificates and assigned or transferred; (vii) the method for determining the
Percentage Interest as to such Partnership Security and (viii) the right, if
any, of such Partnership Security to vote on Partnership matters, including
matters relating to the relative rights, preferences and privileges of such
Partnership Security.

(c) The General Partner is hereby authorized and directed to take all actions
that it deems necessary or appropriate in connection with (i) each issuance of
Partnership Securities pursuant to this Section 5.5, (ii) the conversion of the
General Partner Interest or any Incentive Distribution Rights into Common Units
pursuant to the terms of this Agreement, (iii) the admission of Additional
Limited Partners and (iv) all additional issuances of Partnership Securities.
The General Partner is further authorized and directed to specify the relative
rights, powers and duties of the holders of Partnership Securities being so
issued. The General Partner shall do all things necessary to comply with the
Delaware Act and is authorized and directed to do all things it deems to be
necessary or advisable in connection with any future issuance of Partnership
Securities or in connection with the conversion of the General Partner Interest
or any Incentive Distribution Rights into Common Units pursuant to the terms of
this Agreement, including compliance with any statute, rule, regulation or
guideline of any federal, state or other governmental agency or any National
Securities Exchange on which the Common Units or other Partnership Securities
are listed for trading.

(d) No fractional Units shall be issued by the Partnership.

5.6      Limited Preemptive Right.

         Except as provided in this Section 5.6 and in Section 5.2, no Person
shall have any preemptive, preferential or other similar right with respect to
(a) additional Capital Contributions; (b) the issuance of any class or series of
Partnership Interests, whether unissued, held in the treasury or hereafter
created; (c) issuance of obligations, evidence of indebtedness or other
securities of the Partnership convertible into or exchangeable for, or carrying
or accompanied by any rights to receive, purchase or subscribe to, any such
Partnership Interests; (d) issuance of any right of subscription to or right to
receive, or any warrant or option for the purchase of, any such Partnership
Interests; or (e) issuance or sale of any other securities that may be issued or
sold by the Partnership. The General Partner shall have the right, which it may
from time to time assign in whole or in part to any of its Affiliates, to
purchase Partnership Securities from the Partnership whenever, and on the same
terms that, the Partnership issues Partnership Securities to Persons other than
the General Partner and its Affiliates, to the extent necessary to maintain the
Percentage Interests of the General Partner and its Affiliates equal to that
which existed immediately prior to the issuance of such Partnership Securities.


5.7      Splits and Combinations.

(a) Subject to Sections 5.7(d), 6.6 and 6.8 (dealing with adjustments of
distribution levels) the Partnership may make a Pro Rata distribution of
Partnership Securities to all Record Holders or may effect a subdivision or
combination of Partnership Securities so long as, after any such event, each
Partner shall have the same Percentage Interest in the Partnership as before
such event, and any amounts calculated on a per Unit basis or stated as a number
of Units are proportionately adjusted.

(b) Whenever such a distribution, subdivision or combination of Partnership
Securities is declared, the General Partner shall select a Record Date as of
which the distribution, subdivision or combination shall be effective and shall
send notice thereof at least 20 days prior to such Record Date to each Record
Holder as of a date not less than 10 days prior to the date of such notice. The
General Partner also may cause a firm of independent public accountants selected
by it to calculate the number of Partnership Securities to be held by each
Record Holder after giving effect to such distribution, subdivision or
combination. The General Partner shall be entitled to rely on any certificate
provided by such firm as conclusive evidence of the accuracy of such
calculation.

<PAGE> 30

(c) Promptly following any such distribution, subdivision or combination, the
Partnership may issue Certificates to the Record Holders of Partnership
Securities as of the applicable Record Date representing the new number of
Partnership Securities held by such Record Holders, or the General Partner may
adopt such other procedures as it may deem appropriate to reflect such changes.
If any such combination results in a smaller total number of Partnership
Securities Outstanding, the Partnership shall require, as a condition to the
delivery to a Record Holder of such new Certificate, the surrender of any
Certificate held by such Record Holder immediately prior to such Record Date.

(d) The Partnership shall not issue fractional Common Units upon any
distribution, subdivision or combination of Common Units. If a distribution,
subdivision or combination of Common Units would result in the issuance of
fractional Common Units but for the provisions of Section 5.5(d) and this
Section 5.7(d), each fractional Common Unit shall be rounded to the nearest
whole Common Unit (and a 0.5 Common Unit shall be rounded to the next higher
Common Unit).

5.8      Fully Paid and Non-Assessable Nature of Limited Partner Interests.

         All Limited Partner Interests issued pursuant to, and in accordance
with the requirements of, this Article V shall be fully paid and non-assessable
Limited Partner Interests in the Partnership, except as such non-assessability
may be affected by Section 17-607 of the Delaware Act.

                                   ARTICLE VI
                          ALLOCATIONS AND DISTRIBUTIONS

6.1      Allocations for Capital Account Purposes.

         For purposes of maintaining the Capital Accounts and in determining the
rights of the Partners among themselves, the Partnership's items of income,
gain, loss and deduction (computed in accordance with Section 5.4(b)) shall be
allocated among the Partners in each taxable year (or portion thereof) as
provided herein below.

(a)               Net Income. After giving effect to the special allocations set
                  forth in Section 6.1(d), Net Income for each taxable year and
                  all items of income, gain, loss and deduction taken into
                  account in computing Net Income for such taxable year shall be
                  allocated as follows:

                  (i) First, 100% to the General Partner, in an amount equal to
                  the aggregate Net Losses allocated to the General Partner
                  pursuant to Section 6.1(b)(iii) for all previous taxable years
                  until the aggregate Net Income allocated to the General
                  Partner pursuant to this Section 6.1(a)(i) for the current
                  taxable year and all previous taxable years is equal to the
                  aggregate Net Losses allocated to the General Partner pursuant
                  to Section 6.1(b)(iii) for all previous taxable years; and

                  (ii) Second, 100% among the General Partner and the
                  Unitholders, in accordance with their respective Percentage
                  Interests, until the aggregate Net Income allocated to such
                  Partners pursuant to this Section 6.1(a)(ii) for the current
                  taxable year and all previous taxable years is equal to the
                  aggregate Net Losses allocated to such Partners pursuant to
                  Section 6.1(b)(ii) for all previous taxable years; and

                  (iii) Third, the balance, if any, 100% among the General
                  Partner and the Unitholders, in accordance with their
                  respective Percentage Interests.

(b)               Net Losses. After giving effect to the special allocations set
                  forth in Section 6.1(d), Net Losses for each taxable period
                  and all items of income, gain, loss and deduction taken into
                  account in computing Net Losses for such taxable period shall
                  be allocated as follows:

                  (i) First, 100% among the General Partner and the Unitholders,
                  in accordance with their respective Percentage Interests,
                  until the aggregate Net Losses allocated pursuant to this
                  Section 6.1(b)(i) for the current taxable year and all
                  previous taxable years is equal to the aggregate Net Income
                  allocated to such

<PAGE> 31

                  Partners pursuant to Section 6.1(a)(iii) for all previous
                  taxable years; provided that the Net Losses shall not
                  be allocated pursuant to this Section 6.1(b)(i) to the extent
                  that such allocation would cause any Unitholder to have a
                  deficit balance in its Adjusted Capital Account at the end of
                  such taxable year (or increase any existing deficit balance in
                  its Adjusted Capital Account);

                  (ii) Second, 100% among the General Partner and the
                  Unitholders, in accordance with their respective Percentage
                  Interests; provided that Net Losses shall not be allocated
                  pursuant to this Section 6.1(b)(ii) to the extent that such
                  allocation would cause any Unitholder to have a deficit
                  balance in its Adjusted Capital Account at the end of such
                  taxable year (or increase any existing deficit balance in its
                  Adjusted Capital Account); and

                  (iii) Third, the balance, if any, 100% to the General Partner.

(c)               Net Termination Gains and Losses. After giving effect to the
                  special allocations set forth in Section 6.1(d), all items of
                  income, gain, loss and deduction taken into account in
                  computing Net Termination Gain or Net Termination Loss for
                  such taxable period shall be allocated in the same manner as
                  such Net Termination Gain or Net Termination Loss is allocated
                  hereunder. All allocations under this Section 6.1(c) shall be
                  made after Capital Account balances have been adjusted by all
                  other allocations provided under this Section 6.1 and after
                  all distributions of Available Cash provided under Sections
                  6.4 and 6.5 have been made; provided, however, that solely for
                  purposes of this Section 6.1(c), Capital Accounts shall not be
                  adjusted for distributions made pursuant to Section 12.4.

                  (i) If a Net Termination Gain is recognized (or deemed
                  recognized pursuant to Section 5.4(d)), such Net Termination
                  Gain shall be allocated among the Partners in the following
                  manner (and the Capital Accounts of the Partners shall be
                  increased by the amount so allocated in each of the following
                  subclauses, in the order listed, before an allocation is made
                  pursuant to the next succeeding subclause):

                  (A) First, to each Partner having a deficit balance in its
                      Capital Account, in the proportion that such deficit
                      balance bears to the total deficit balances in the Capital
                      Accounts of all Partners, until each such Partner has been
                      allocated Net Termination Gain equal to any such deficit
                      balance in its Capital Account;

                  (B) Second, among the General Partner and all Unitholders, in
                      accordance with s their respective Percentage Interests
                      until the Capital Account in respect of each Common Unit
                      then Outstanding is equal to the sum of (1) its
                      Unrecovered Capital and (2) the Minimum Quarterly
                      Distribution for the Quarter during which the Liquidation
                      Date occurs, reduced by any distribution pursuant to
                      Section 6.4(a)(i) with respect to such Common Unit for
                      such Quarter (the amount determined pursuant to this
                      clause (2) is hereinafter defined as the "Unpaid MQD");

                  (C) Third, 100% among the General Partner and all Unitholders,
                      in accordance with their respective Percentage Interests,
                      until the Capital Account in respect of each Common Unit
                      then Outstanding is equal to the sum of (1) its
                      Unrecovered Capital, (2) the Unpaid MQD and (3) the excess
                      of (a) the First Target Distribution less the Minimum
                      Quarterly Distribution for each Quarter of the
                      Partnership's existence over (bb) the cumulative per Unit
                      amount of any distributions of Available Cash that is
                      deemed to be Operating Surplus made pursuant to Section
                      6.4(a)(ii) (the sum of (1), (2) and (3) is hereinafter
                      defined as the "First Liquidation Target Amount");

                  (D) Fourth, among the General Partner, the holders of the
                      Incentive  Distribution Rights and all Unitholders,
                      as follows:  (1) to the General Partner in accordance with
                      its Percentage  Interest,  13.2665% to the holders of the
                      Incentive  Distribution Rights, Pro Rata, and to all
                      Unitholders, Pro Rata, a percentage  equal to 100% less
                      the sum of the  percentages  applicable to subclauses
                      (1) and (2) of this clause (D),  until the  Capital
                      Account in respect of each Common Unit then  Outstanding
                      is equal to the sum of (1) the First  Liquidation  Target
                      Amount  and (2) the excess of (aa) the Second  Target
                      Distribution  less the First Target Distribution for each
                      Quarter  of  the Partnership's  existence  over  (bb) the
                      cumulative  per Unit  amount  of any  distributions  of
                      Available  Cash that is deemed to be

<PAGE> 32

                      Operating Surplus  made  pursuant to  Sections 6.4(a)(iii)
                      (the sum of (1) and (2) is hereinafter defined as the
                      "Second Liquidation Target Amount");

                  (E) Fifth, among the General Partner,  the holders of the
                      Incentive  Distribution  Rights and all Unitholders, as
                      follows:   (1) to  the  General   Partner  in  accordance
                      with its Percentage Interest, (2) 23.4712% to the holders
                      of the Incentive Distribution Rights, Pro Rata, and (3) to
                      all Unitholders, Pro Rata, a percentage equal to 100% less
                      the sum of the percentages applicable to subclauses (1)
                      and (2) of this clause (E),  until the Capital  Account in
                      respect of each Common Unit then Outstanding is equal to
                      the sum of (1) the Second Liquidation Target Amount, and
                      (2) the excess of (aa) the Third Target Distribution  less
                      the Second Target  Distribution  for each Quarter  of the
                      Partnership's  existence  over  (bb)  the  cumulative  per
                      Unit  amount  of any distributions  of  Available  Cash
                      that is deemed  to be  Operating  Surplus  made  pursuant
                      to Sections  6.4(a) (iv) (the sum of (1) and (2) is
                      hereinafter  defined as the "Third  Liquidation Target
                      Amount"); and

                  (F) Finally, among the General Partner, the holders of the
                      Incentive Distribution Rights and all Unitholders, as
                      follows: (1) to the General Partner in accordance with its
                      Percentage Interest, (2) 48.9821% to the holders of the
                      Incentive Distribution Rights, Pro Rata, and (3) to all
                      Unitholders, Pro Rata, a percentage equal to 100% less the
                      sum of the percentages applicable to subclauses (1) and
                      (2) of this clause (F).

                  (ii) If a Net Termination Loss is recognized (or deemed
                  recognized pursuant to Section 5.4(d)), such Net Termination
                  Loss shall be allocated among the Partners in the following
                  manner:

                   (A) First, among the General Partner and all Unitholders
                       holding Common Units in accordance with their respective
                       Percentage Interests until the Capital Account in respect
                       of each Common Unit then Outstanding has been reduced to
                       zero; and

                   (B) Second, the balance, if any, 100% to the General Partner.

(d)               Special Allocations. Notwithstanding any other provision of
                  this Section 6.1, the following special allocations shall be
                  made for such taxable period:

                  (i) Partnership  Minimum Gain  Chargeback.  Notwithstanding
                  any other provision of this Section 6.1, if there is a net
                  decrease in Partnership  Minimum Gain during any Partnership
                  taxable period,  each Partner shall be  allocated  items of
                  Partnership income and gain for such  period (and, if
                  necessary, subsequent periods) in the manner and amounts
                  provided in Treasury Regulation Sections 1.704-2(f)(6),
                  1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor
                  provision.  For purposes of this Section 6.1(d), each
                  Partner's Adjusted  Capital  Account  balance  shall be
                  determined,  and the  allocation of income or gain required
                  hereunder shall be effected,  prior to the application of any
                  other  allocations  pursuant to this Section 6.1(d) with
                  respect to such taxable period (other than an allocation
                  pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section
                  6.1(d)(i) is intended to comply with the Partnership  Minimum
                  Gain chargeback requirement in Treasury Regulation Section
                  1.704-2(f) and shall be interpreted consistently therewith.

                  (ii) Chargeback  of Partner  Nonrecourse  Debt  Minimum  Gain.
                  Notwithstanding  the other provisions of this Section  6.1
                  (other  than  Section  6.1(d)(i)),   except  as  provided  in
                  Treasury  Regulation  Section 1.704-2(i)(4),  if  there  is a
                  net  decrease  in  Partner  Nonrecourse  Debt  Minimum  Gain
                  during  any Partnership  taxable  period,  any Partner  with a
                  share of Partner  Nonrecourse  Debt Minimum Gain at the
                  beginning of such taxable period shall be allocated  items of
                  Partnership  income and gain for such period (and, if
                  necessary,  subsequent  periods)  in the manner and amounts
                  provided in Treasury Regulation Sections 1.704-2(i)(4) and
                  1.704- 2(j)(2)(ii),  or any successor provisions.  For
                  purposes of this Section 6.1(c),  each  Partner's  Adjusted
                  Capital  Account  balance shall be  determined,  and the
                  allocation of income or gain required  hereunder shall be
                  effected,  prior to the  application of any other  allocations
                  pursuant to this Section  6.1(d), other than Section 6.1(d)(i)
                  and other than an allocation  pursuant to Sections  6.1(d)(v)
                  and  6.1(d)(vi),  with respect to such taxable

<PAGE> 33

                  period.  This Section 6.1(d)(ii) is intended to comply with
                  the chargeback of items of income and gain requirement in
                  Treasury  Regulation Section 1.704-2(i)(4) and shall be
                  interpreted consistently therewith.

                  (iii) Priority Allocations. Partnership gross income or gain
                  for the taxable period, if any, shall be allocated (1) to the
                  holders of Incentive Distribution Rights, Pro Rata, until the
                  aggregate amount of such items allocated to the holders of
                  Incentive Distribution Rights pursuant to this paragraph
                  6.1(d)(iii) for the current taxable year and all previous
                  taxable years is equal to the cumulative amount of all
                  Incentive Distributions made to the holders of Incentive
                  Distribution Rights from the Closing Date to a date 45 days
                  after the end of the current taxable year; and (2) to the
                  General Partner an amount equal to 2/98ths of the sum of the
                  amounts allocated in clause (1) above.

                  (iv) Qualified Income Offset. In the event any Partner
                  unexpectedly receives any adjustments, allocations or
                  distributions described in Treasury Regulation Sections
                  1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5),  or
                  1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain
                  shall be specially allocated  to such  Partner in an amount
                  and manner sufficient to eliminate, to the extent required by
                  the Treasury  Regulations  promulgated  under Section 704(b)
                  of the Code, the deficit balance, if any, in its Adjusted
                  Capital  Account created by such  adjustments,  allocations or
                  distributions  as quickly as possible unless such deficit
                  balance is otherwise eliminated pursuant to Section 6.1(d)(i)
                  or 6.1(d)(ii).

                  (v) Gross Income Allocations.  In the event any Partner has a
                  deficit  balance in its Capital  Account at the end of any
                  Partnership  taxable period in excess of the sum of (A) the
                  amount such Partner is required to restore  pursuant to the
                  provisions of this Agreement and (B) the amount such Partner
                  is deemed  obligated to restore pursuant to Treasury
                  Regulation  Sections  1.704-2(g) and 1.704-2(i)(5),  such
                  Partner shall be specially  allocated  items of  Partnership
                  gross income and gain in the amount of such excess as quickly
                  as possible;  provided,  that an allocation  pursuant to this
                  Section  6.1(d)(v) shall be made only if and to the extent
                  that such  Partner  would have a deficit  balance in its
                  Capital  Account as adjusted  after all other  allocations
                  provided  for in this  Section 6.1 have been  tentatively
                  made as if this Section 6.1(d)(v) were not in this Agreement.

                  (vi) Nonrecourse Deductions. Nonrecourse Deductions for any
                  taxable period shall be allocated to the Partners in
                  accordance with their respective Percentage Interests. If the
                  General Partner determines in its good faith discretion that
                  the Partnership's Nonrecourse Deductions must be allocated in
                  a different ratio to satisfy the safe harbor requirements of
                  the Treasury Regulations promulgated under Section 704(b) of
                  the Code, the General Partner is authorized, upon notice to
                  the other Partners, to revise the prescribed ratio to the
                  numerically closest ratio that does satisfy such requirements.

                  (vii) Partner Nonrecourse Deductions. Partner Nonrecourse
                  Deductions for any taxable period shall be allocated 100% to
                  the Partner that bears the Economic Risk of Loss with respect
                  to the Partner Nonrecourse Debt to which such Partner
                  Nonrecourse Deductions are attributable in accordance with
                  Treasury Regulation Section 1.704-2(i). If more than one
                  Partner bears the Economic Risk of Loss with respect to a
                  Partner Nonrecourse Debt, such Partner Nonrecourse Deductions
                  attributable thereto shall be allocated between or among such
                  Partners in accordance with the ratios in which they share
                  such Economic Risk of Loss.

                  (viii) Nonrecourse Liabilities. For purposes of Treasury
                  Regulation Section 1.752-3(a)(3), the Partners agree that
                  Nonrecourse Liabilities of the Partnership in excess of the
                  sum of (A) the amount of Partnership Minimum Gain and (B) the
                  total amount of Nonrecourse Built-in Gain shall be allocated
                  among the Partners in accordance with their respective
                  Percentage Interests.

                  (ix) Code Section 754 Adjustments. To the extent an adjustment
                  to the adjusted tax basis of any Partnership asset pursuant to
                  Section 734(b) or 743(b) of the Code is required, pursuant to
                  Treasury Regulation Section 1.704- 1(b)(2)(iv)(m), to be taken
                  into account in determining Capital Accounts, the amount of
                  such adjustment to the Capital Accounts shall be treated as an
                  item of gain (if the adjustment increases the basis of the
                  asset) or loss (if the adjustment decreases such basis), and
                  such item of gain or loss shall be specially

<PAGE> 34

                  allocated to the Partners in a manner consistent with the
                  manner in which their Capital Accounts are required to be
                  adjusted pursuant to such Section of the Treasury Regulations.

                 (x) Curative Allocation.

                 (A) Notwithstanding  any other provision of this  Section  6.1,
                     other than the  Required  Allocations,  the Required
                     Allocations  shall be taken into account in making the
                     Agreed  Allocations  so that, to the extent  possible,  the
                     net amount of items of income,  gain, loss and deduction
                     allocated to each Partner pursuant to the Required
                     Allocations and the Agreed  Allocations,  together,  shall
                     be equal to the net amount of such items that  would  have
                     been  allocated  to each such  Partner under the Agreed
                     Allocations had the Required  Allocations and the related
                     Curative  Allocation not  otherwise  been  provided in this
                     Section  6.1.  Notwithstanding  the  preceding  sentence,
                     Required  Allocations  relating to (1)  Nonrecourse
                     Deductions  shall not be taken into  account except to the
                     extent that there has been a decrease in  Partnership
                     Minimum Gain and (2) Partner Nonrecourse  Deductions shall
                     not be taken into account except to the extent that there
                     has been a decrease in Partner  Nonrecourse  Debt  Minimum
                     Gain.  Allocations  pursuant  to this  Section 6.1(d)(x)(A)
                     shall only be made with respect to Required Allocations to
                     the extent the General Partner  reasonably  determines that
                     such  allocations will otherwise be  inconsistent  with the
                     economic agreement among the Partners. Further, allocations
                     pursuant to this Section 6.1(d)(x)(A) shall be  deferred
                     with  respect to  allocations  pursuant  to clauses (1) and
                     (2) hereof to the extent the General Partner  reasonably
                     determines that such allocations are likely to be offset by
                     subsequent Required Allocations.

                 (B) The General Partner shall have reasonable discretion,
                     with respect to each taxable period, to (1) apply the
                     provisions of Section 6.1(d)(x)(A) in whatever order is
                     most likely to minimize the economic distortions that might
                     otherwise result from the Required Allocations, and (2)
                     divide all allocations pursuant to Section 6.1(d)(x)(A)
                     among the Partners in a manner that is likely to minimize
                     such economic distortions.

                  (xi) Corrective Allocations. In the event of any allocation of
                  Additional Book Basis Derivative Items or any Book-Down Event
                  or any recognition of a Net Termination Loss, the following
                  rules shall apply:

                  (A) In the case of any allocation of Additional Book Basis
                      Derivative  Items (other than an allocation of Unrealized
                      Gain or Unrealized  Loss under  Section 5.4(d)),  the
                      General  Partner shall allocate additional  items of gross
                      income  and gain  away from the  holders  of  Incentive
                      Distribution Rights to the  Unitholders  and the General
                      Partner, or additional items of deduction and loss away
                      from the  Unitholders  and the  General  Partner to the
                      holders of  Incentive  Distribution Rights,  to the extent
                      that the Additional Book Basis Derivative Items  allocated
                      to the Unitholders  or the General  Partner  exceed  their
                      Share of  Additional  Book Basis  Derivative Items.  For
                      this  purpose,  the  Unitholders  and the General  Partner
                      shall be treated as being allocated  Additional Book Basis
                      Derivative  Items to the extent that such Additional Book
                      Basis Derivative  Items have reduced the amount of income
                      that would  otherwise  have been allocated to the
                      Unitholders or the General Partner under the Partnership
                      Agreement  (e.g.,  Additional Book Basis  Derivative
                      Items  taken into  account in  computing  cost of goods
                      sold would  reduce the amount of book income  otherwise
                      available for allocation  among the  Partners).  Any
                      allocation made  pursuant  to  this  Section 6.1(d)(xi)(A)
                      shall  be made  after  all of the other Agreed Allocations
                      have been made as if this  Section 6.1(d)(xi)(A)  were not
                      in this Agreement and, to the extent necessary,  shall
                      require the reallocation of items that have been allocated
                      pursuant to such other Agreed Allocations.

                  (B) In the case of any  negative  adjustments  to the  Capital
                      Accounts  of the Partners resulting from a Book-Down Event
                      or from the recognition of a Net Termination  Loss, such
                      negative  adjustment (1) shall first be allocated,  to the
                      extent of the Aggregate Remaining Net Positive
                      Adjustments,  in such a manner, as determined by the
                      General Partner, that to the extent possible the aggregate
                      Capital Accounts of the Partners will equal the amount
                      that would have been the Capital Account balance  of the
                      Partners if no prior Book-Up Events had occurred, and
                      (2)  any  negative

<PAGE> 35

                      adjustment  in excess of the  Aggregate  Remaining  Net
                      Positive  Adjustments  shall be allocated pursuant to
                      Section 6.1(c) hereof.

                  (C) In making the allocations required under this Section
                      6.1(d)(xi), the General Partner may apply whatever
                      conventions or other methodology it determines will
                      satisfy the purpose of this Section 6.1(d)(xi).

6.2      Allocations for Tax Purposes.

(a)      Except as otherwise provided herein, for federal income tax purposes,
         each item of income, gain, loss and deduction shall be allocated among
         the Partners in the same manner as its correlative item of "book"
         income, gain, loss or deduction is allocated pursuant to Section 6.1.

(b)      In an attempt to eliminate Book-Tax Disparities attributable to a
         Contributed Property or Adjusted Property, items of income, gain, loss,
         depreciation, amortization and cost recovery deductions shall be
         allocated for federal income tax purposes among the Partners as
         follows:

     (i) (A) In the case of a Contributed Property, such items attributable
         thereto shall be allocated among the Partners in the manner provided
         under Section 704(c) of the Code that takes into account the variation
         between the Agreed Value of such property and its adjusted basis at the
         time of contribution; and (B) any item of Residual Gain or Residual
         Loss attributable to a Contributed Property shall be allocated among
         the Partners in the same manner as its correlative item of "book" gain
         or loss is allocated pursuant to Section 6.1.

     (ii)(A) In the case of an Adjusted Property, such items shall (1) first, be
         allocated among the Partners in a  manner  consistent  with  the
         principles of  Section 704(c) of the Code to take  into  account  the
         Unrealized Gain or Unrealized Loss  attributable to such property and
         the allocations  thereof pursuant to Section  5.4(d)(i) or 5.4(d)(ii),
         and (2) second, in the event such property was originally a Contributed
         Property,  be allocated among the Partners in a manner consistent with
         Section  6.2(b)(i)(A);  and (B) any item of Residual Gain or Residual
         Loss  attributable to an Adjusted  Property shall be allocated among
         the Partners  in the same  manner as its  correlative  item of "book"
         gain or loss is  allocated  pursuant to Section  6.1.

    (iii)The General Partner shall apply the principles of Treasury Regulation
         Section 1.704-3(d) to eliminate Book-Tax Disparities.

(c)      For the proper administration of the Partnership and for the
         preservation of uniformity of the Limited Partner Interests (or any
         class or classes thereof), the General Partner shall have sole
         discretion to (i) adopt such conventions as it deems appropriate in
         determining the amount of depreciation, amortization and cost recovery
         deductions; (ii) make special allocations for federal income tax
         purposes of income (including gross income) or deductions; and (iii)
         amend the provisions of this Agreement as appropriate (x) to reflect
         the proposal or promulgation of Treasury Regulations under Section
         704(b) or Section 704(c) of the Code or (y) otherwise to preserve or
         achieve uniformity of the Limited Partner Interests (or any class or
         classes thereof). The General Partner may adopt such conventions, make
         such allocations and make such amendments to this Agreement as provided
         in this Section 6.2(c) only if such conventions, allocations or
         amendments would not have a material adverse effect on the Partners,
         the holders of any class or classes of Limited Partner Interests issued
         and Outstanding or the Partnership, and if such allocations are
         consistent with the principles of Section 704 of the Code.

(d)      The General Partner in its discretion may determine to depreciate or
         amortize the portion of an adjustment under Section 743(b) of the Code
         attributable to unrealized appreciation in any Adjusted Property (to
         the extent of the unamortized Book-Tax Disparity) using a predetermined
         rate derived from the depreciation or amortization method and useful
         life applied to the Partnership's common basis of such property,
         despite any inconsistency of such approach with Treasury Regulation
         Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the
         General Partner determines that such reporting position cannot
         reasonably be taken, the General Partner may adopt depreciation and
         amortization conventions under which all purchasers acquiring Limited
         Partner Interests in the same month would receive depreciation and
         amortization deductions, based upon the same applicable rate as if they
         had purchased a direct interest

<PAGE> 36

         in the Partnership's property. If the General Partner chooses not to
         utilize such aggregate method, the General Partner may use any other
         reasonable depreciation and amortization conventions to preserve the
         uniformity of the intrinsic tax characteristics of any Limited Partner
         Interests, so long as such conventions would not have a material
         adverse effect on the Limited Partners or the Record Holders of any
         class or classes of Limited Partner Interests.

(e)      Any gain allocated to the Partners upon the sale or other taxable
         disposition of any Partnership asset shall, to the extent possible,
         after taking into account other required allocations of gain pursuant
         to this Section 6.2, be characterized as Recapture Income in the same
         proportions and to the same extent as such Partners (or their
         predecessors in interest) have been allocated any deductions directly
         or indirectly giving rise to the treatment of such gains as Recapture
         Income.

(f)      All items of income, gain, loss, deduction and credit recognized by the
         Partnership for federal income tax purposes and allocated to the
         Partners in accordance with the provisions hereof shall be determined
         without regard to any election under Section 754 of the Code that may
         be made by the Partnership; provided, however, that such allocations,
         once made, shall be adjusted as necessary or appropriate to take into
         account those adjustments permitted or required by Sections 734 and 743
         of the Code.

(g)      Each item of Partnership income, gain, loss and deduction attributable
         to a transferred Partnership Interest, shall for federal income tax
         purposes, be determined on an annual basis and prorated on a monthly
         basis and shall be allocated to the Partners as of the opening of the
         New York Stock Exchange on the first Business Day of each month;
         provided, however, that gain or loss on a sale or other disposition of
         any assets of the Partnership or any other extraordinary item of income
         or loss realized or recognized other than in the ordinary course of
         business shall be allocated to the Partners as of the opening of the
         New York Stock Exchange on the first Business Day of the month in which
         such gain or loss is recognized for federal income tax purposes. The
         General Partner may revise, alter or otherwise modify such methods of
         allocation as it determines necessary, to the extent permitted or
         required by Section 706 of the Code and the regulations or rulings
         promulgated thereunder.

(h)      Allocations that would otherwise be made to a Limited Partner under the
         provisions of this Article VI shall instead be made to the beneficial
         owner of Limited Partner Interests held by a nominee in any case in
         which the nominee has furnished the identity of such owner to the
         Partnership in accordance with Section 6031(c) of the Code or any other
         method acceptable to the General Partner in its sole discretion.

6.3      Requirement and Characterization of Distributions; Distributions to
Record Holders.

(a) Within 45 days following the end of each Quarter, an amount equal to 100% of
Available Cash with respect to such Quarter shall, subject to Section 17-607 of
the Delaware Act, be distributed in accordance with this Article VI by the
Partnership to the Partners as of the Record Date selected by the General
Partner. All amounts of Available Cash distributed by the Partnership on any
date from any source shall be deemed to be Operating Surplus until the sum of
all amounts of Available Cash theretofore distributed by the Partnership to the
Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing
Date through the close of the immediately preceding Quarter. Any remaining
amounts of Available Cash distributed by the Partnership on such date shall,
except as otherwise provided in Section 6.5, be deemed to be "Capital Surplus."
All distributions required to be made under this Agreement shall be made subject
to Section 17-607 of the Delaware Act.

(b) Notwithstanding Section 6.3(a), in the event of the dissolution and
liquidation of the Partnership, all receipts received during or after the
Quarter in which the Liquidation Date occurs, other than from borrowings
described in (a)(ii) of the definition of Available Cash, shall be applied and
distributed solely in accordance with, and subject to the terms and conditions
of, Section 12.4.

(c) The General Partner shall have the discretion to treat taxes paid by the
Partnership on behalf of, or amounts withheld with respect to, all or less than
all of the Partners, as a distribution of Available Cash to such Partners.

(d) Each distribution in respect of a Partnership Interest shall be paid by the
Partnership, directly or through the Transfer Agent or through any other Person
or agent, only to the Record Holder of such Partnership Interest as of the

<PAGE> 37

Record Date set for such distribution. Such payment shall constitute full
payment and satisfaction of the Partnership's liability in respect of such
payment, regardless of any claim of any Person who may have an interest in such
payment by reason of an assignment or otherwise.

6.4      Distributions of Available Cash from Operating Surplus.

(a)      Available Cash with respect to any Quarter that is deemed to be
         Operating Surplus pursuant to the provisions of Section 6.3 or 6.5,
         subject to Section 17-607 of the Delaware Act, shall be distributed as
         follows, except as otherwise required by Section 5.6(b) in respect of
         other Partnership Securities issued pursuant thereto:

         (i) First, 100% among General Partner and the Unitholders in accordance
         with their respective Percentage Interests, until there has been
         distributed in respect of each Unit then Outstanding an amount equal to
         the Minimum Quarterly Distribution for such Quarter;

         (ii) Second, 100% among the General Partner and the Unitholders in
         accordance with their respective Percentage Interests, until there has
         been distributed in respect of each Unit then Outstanding an amount
         equal to the excess of the First Target Distribution over the Minimum
         Quarterly Distribution for such Quarter;

         (iii) Third, among the General Partner, the holders of the Incentive
         Distribution Rights and all Unitholders, as follows: (A) to the General
         Partner in accordance with its Percentage Interest, (B) 13.2665% to the
         holders of the Incentive Distribution Rights, Pro Rata, and (C) to all
         Unitholders, Pro Rata, a percentage equal to 100% less the sum of the
         percentages applicable to subclauses (A) and (B) of this clause (iii),
         until there has been distributed in respect of each Unit then
         Outstanding an amount equal to the excess of the Second Target
         Distribution over the First Target Distribution for such Quarter;

         (iv) Fourth, among the General Partner, the holders of the Incentive
         Distribution Rights and all Unitholders, as follows: (A) to the General
         Partner in accordance with its Percentage Interest, (B) 23.4712% to the
         holders of the Incentive Distribution Rights, Pro Rata, and (C) to all
         Unitholders, Pro Rata, a percentage equal to 100% less the sum of the
         percentages applicable to subclauses (A) and (B) of this clause (iv)
         until there has been distributed in respect of each Unit then
         Outstanding an amount equal to the excess of the Third Target
         Distribution over the Second Target Distribution for such Quarter; and

         (v) Thereafter, among the General Partner, the holders of the Incentive
         Distribution Rights and all Unitholders, as follows: (A) to the General
         Partner in accordance with its Percentage Interest, (B) 48.9821% to the
         holders of the Incentive Distribution Rights, Pro Rata, and (C) to all
         Unitholders, Pro Rata, a percentage equal to 100% less the sum of the
         percentages applicable to subclauses (A) and (B) of this clause (v);

provided, however, if the Minimum Quarterly Distribution, the First Target
Distribution, the Second Target Distribution and the Third Target Distribution
have been reduced to zero pursuant to the second sentence of Section 6.6(a), the
distribution of Available Cash that is deemed to be Operating Surplus with
respect to any Quarter will be made solely in accordance with Section 6.4(a)(v).

6.5      Distributions of Available Cash from Capital Surplus


         Available Cash that is deemed to be Capital Surplus pursuant to the
provisions of Section 6.3(a) shall, subject to Section 17-607 of the Delaware
Act, be distributed, unless the provisions of Section 6.3 require otherwise,
100% to the General Partner and the Unitholders in accordance with their
respective Percentage Interests, until a hypothetical holder of a Common Unit
acquired on the Initial Closing Date has received with respect to such Common
Unit, during the period since the Closing Date through such date, distributions
of Available Cash that are deemed to be Capital Surplus in an aggregate amount
equal to the Initial Unit Price. Thereafter, all Available Cash shall be
distributed as if it were Operating Surplus and shall be distributed in
accordance with Section 6.4.

<PAGE> 38

6.6      Adjustment of Minimum Quarterly Distribution and Target Distribution
Levels.


(a) The Minimum Quarterly Distribution, First Target Distribution, Second Target
Distribution and Third Target Distribution shall be proportionately adjusted in
the event of any distribution, combination or subdivision (whether effected by a
distribution payable in Units or otherwise) of Units or other Partnership
Securities in accordance with Section 5.7. In the event of a distribution of
Available Cash that is deemed to be from Capital Surplus, the then applicable
Minimum Quarterly Distribution, First Target Distribution, Second Target
Distribution and Third Target Distribution shall be adjusted proportionately
downward to equal the product obtained by multiplying the otherwise applicable
Minimum Quarterly Distribution, First Target Distribution, Second Target
Distribution and Third Target Distribution, as the case may be, by a fraction of
which the numerator is the Unrecovered Capital of the Common Units immediately
after giving effect to such distribution and of which the denominator is the
Unrecovered Capital of the Common Units immediately prior to giving effect to
such distribution.
(b) The Minimum Quarterly Distribution, First Target Distribution, Second Target
Distribution and Third Target Distribution shall also be subject to adjustment
pursuant to Section 6.8.

6.7      Special Provisions Relating to the Holders of Incentive Distribution
Rights.

         Notwithstanding anything to the contrary set forth in this Agreement,
the holders of the Incentive Distribution Rights (a) shall (i) possess the
rights and obligations provided in this Agreement with respect to a Limited
Partner pursuant to Articles III and VII and (ii) have a Capital Account as a
Partner pursuant to Section 5.4 and all other provisions related thereto and (b)
shall not (i) be entitled to vote on any matters requiring the approval or vote
of the holders of Outstanding Units, (ii) be entitled to any distributions other
than as provided in Sections 6.4(a)(iii), (iv) and (v) and Section 12.4 or (iii)
be allocated items of income, gain, loss or deduction other than as specified in
this Article VI.

6.8      Entity-Level Taxation.


         If legislation is enacted or the interpretation of existing language is
modified by the relevant governmental authority which causes the Partnership to
be treated as an association taxable as a corporation or otherwise subjects the
Partnership to entity-level taxation for federal income tax purposes, the then
applicable Minimum Quarterly Distribution, First Target Distribution, Second
Target Distribution and Third Target Distribution shall be adjusted to equal the
product obtained by multiplying (a) the amount thereof by (b) one minus the sum
of (i) the highest marginal federal corporate (or other entity, as applicable)
income tax rate of the Partnership for the taxable year of the Partnership in
which such Quarter occurs (expressed as a percentage) plus (ii) the effective
overall state and local income tax rate (expressed as a percentage) applicable
to the Partnership for the calendar year next preceding the calendar year in
which such Quarter occurs (after taking into account the benefit of any
deduction allowable for federal income tax purposes with respect to the payment
of state and local income taxes), but only to the extent of the increase in such
rates resulting from such legislation or interpretation. Such effective overall
state and local income tax rate shall be determined for the taxable year next
preceding the first taxable year during which the Partnership is taxable for
federal income tax purposes as an association taxable as a corporation or is
otherwise subject to entity-level taxation by determining such rate as if the
Partnership had been subject to such state and local taxes during such preceding
taxable year.


                                  ARTICLE VII
                      MANAGEMENT AND OPERATION OF BUSINESS

7.2      Management.

(a)      The General Partner shall conduct, direct and manage all activities of
         the Partnership. Except as otherwise expressly provided in this
         Agreement, all management powers over the business and affairs of the
         Partnership shall be

<PAGE> 39

         exclusively vested in the General Partner, and no
         Limited Partner or Assignee shall have any management power over the
         business and affairs of the Partnership. In addition to the powers now
         or hereafter granted a general partner of a limited partnership under
         applicable law or that are granted to the General Partner under any
         other provision of this Agreement, the General Partner, subject to
         Section 7.3, shall have full power and authority to do all things and
         on such terms as it, in its sole discretion, may deem necessary or
         appropriate to conduct the business of the Partnership, to exercise all
         powers set forth in Section 2.5 and to effectuate the purposes set
         forth in Section 2.4, including the following:

         (i) the making of any expenditures, the lending or borrowing of money,
         the assumption or guarantee of, or other contracting for, indebtedness
         and other liabilities, the issuance of evidences of indebtedness,
         including indebtedness that is convertible into Partnership Securities,
         and the incurring of any other obligations;

         (ii) the making of tax, regulatory and other filings, or rendering of
         periodic or other reports to governmental or other agencies having
         jurisdiction over the business or assets of the Partnership;

         (iii) the acquisition, disposition, mortgage, pledge, encumbrance,
         hypothecation or exchange of any or all of the assets of the
         Partnership or the merger or other combination of the Partnership with
         or into another Person (the matters described in this clause (iii)
         being subject, however, to any prior approval that may be required by
         Section 7.3);

         (iv) the use of the assets of the Partnership (including cash on hand)
         for any purpose consistent with the terms of this Agreement, including
         the financing of the conduct of the operations of the Partnership
         Group, subject to Section 7.6 the lending of funds to other Persons
         (including Genesis OLP and any Group Member), the repayment of
         obligations of Genesis OLP and any Group Member and the making of
         capital contributions to any Group Member;

         (v) the negotiation, execution and performance of any contracts,
         conveyances or other instruments (including instruments that limit the
         liability of the Partnership under contractual arrangements to all or
         particular assets of the Partnership, with the other party to the
         contract to have no recourse against the General Partner or its assets
         other than its interest in the Partnership, even if same results in the
         terms of the transaction being less favorable to the Partnership than
         would otherwise be the case);

         (vi) the distribution of Partnership cash;

         (vii) the selection and dismissal of employees (including employees
         having titles such as "president," "vice president," "secretary" and
         "treasurer") and agents, outside attorneys, accountants, consultants
         and contractors and the determination of their compensation and other
         terms of employment or hiring;

         (viii) the maintenance of such insurance for the benefit of the
         Partnership Group and the Partners as it deems necessary or
         appropriate;

         (ix) the formation of, or acquisition of an interest in, and the
         contribution of property and the making of loans to, any further
         limited or general partnerships, joint ventures, corporations or other
         relationships (including the acquisition of interests in, and the
         contributions of property to, Genesis OLP from time to time), subject,
         however, to the restrictions set forth in Section 2.4;

         (x) the control of any matters affecting the rights and obligations of
         the Partnership, including the bringing and defending of actions at law
         or in equity and otherwise engaging in the conduct of litigation and
         the incurring of legal expense and the settlement of claims and
         litigation;

         (xi) the indemnification of any Person against liabilities and
         contingencies to the extent permitted by law;

<PAGE> 40

         (xii) the entering into of listing agreements with any National
         Securities Exchange and the delisting of some or all of the Limited
         Partner Interests from, or requesting that trading be suspended on, any
         such exchange (subject to any prior approval that may be required under
         Section 4.7);

         (xiii) the purchase, sale or other acquisition or disposition of
         Partnership Securities, and the issuance of additional Partnership
         Securities and options, rights, warrants and appreciation rights
         relating to Partnership Securities; and

         (xiv) the undertaking of any action in connection with the
         Partnership's participation as a partner of Genesis OLP.

(b)      Notwithstanding any other provision of this Agreement, the Fourth
         Amended OLP Agreement, the Delaware Act or any applicable law, rule or
         regulation, each of the Partners and each other Person who may acquire
         an interest in the Partnership hereby (i) approves, ratifies and
         confirms the execution, delivery and performance by the parties thereto
         of this Agreement, the First Amended OLP Agreement and the other
         agreements described in or filed as part of the Proxy Statement; (ii)
         agrees that the General Partner (on its own or through any officer of
         the Partnership) is authorized to execute, deliver and perform the
         agreements referred to in clause (i) of this sentence and the other
         agreements, acts, transactions and matters described in or contemplated
         by the Proxy Statement on behalf of the Partnership without any further
         act, approval or vote of the Partners or the other Persons who may
         acquire an interest in the Partnership; and (iii) agrees that the
         execution, delivery or performance by the General Partner, any Group
         Member or any Affiliate of any of them, of this Agreement or any
         agreement authorized or permitted under this Agreement (including the
         exercise by the General Partner or any Affiliate of the General Partner
         of the rights accorded pursuant to Article XV), shall not constitute a
         breach by the General Partner of any duty that the General Partner may
         owe the Partnership or the Limited Partners or any other Persons under
         this Agreement (or any other agreements) or of any duty stated or
         implied by law or equity.

7.3      Certificate of Limited Partnership.

         The General Partner has caused the Certificate of Amended and Restated
Limited Partnership to be filed with the Secretary of State of the State of
Delaware as required by the Delaware Act and shall use all reasonable efforts to
cause to be filed such other certificates or documents as may be determined by
the General Partner in its sole discretion to be reasonable and necessary or
appropriate for the formation, continuation, qualification and operation of a
limited partnership (or a partnership in which the limited partners have limited
liability) in the State of Delaware or any other state in which the Partnership
may elect to do business or own property. To the extent that such action is
determined by the General Partner in its sole discretion to be reasonable and
necessary or appropriate, the General Partner shall file amendments to and
restatements of the Certificate of Limited Partnership and do all things to
maintain the Partnership as a limited partnership (or a partnership or other
entity in which the limited partners have limited liability) under the laws of
the State of Delaware or of any other state in which the Partnership may elect
to do business or own property. Subject to the terms of Section 3.4(a), the
General Partner shall not be required, before or after filing, to deliver or
mail a copy of the Certificate of Limited Partnership, any qualification
document or any amendment thereto to any Limited Partner or Assignee.


7.4      Restrictions on General Partner's Authority.

(a) The General Partner may not, without written approval of the specific act by
holders of all of the Outstanding Limited Partner Interests or by other written
instrument executed and delivered by holders of all of the Outstanding Limited
Partner Interests subsequent to the date of this Agreement, take any action in
contravention of this Agreement, including, except as otherwise provided in this
Agreement (i) committing any act that would make it impossible to carry on the
ordinary business of the Partnership; (ii) possessing Partnership property, or
assigning any rights in specific Partnership property, for other than a
Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this
Agreement in any manner; or (v) transferring its General Partner Interest.

<PAGE> 41

(b) Except as provided in Articles XII and XIV, the General Partner may not
sell, exchange or otherwise dispose of all or substantially all of the assets of
the Partnership Group in a single transaction or a series of related
transactions (including by way of merger, consolidation or other combination) or
approve on behalf of the Partnership the sale, exchange or other disposition of
all or substantially all of the assets of the Partnership, without the approval
of holders of a Majority Interest; provided, however, that this provision shall
not preclude or limit the General Partner's ability to mortgage, pledge,
hypothecate or grant a security interest in all or substantially all of the
assets of the Partnership Group and shall not apply to any forced sale of any or
all of the assets of the Partnership Group pursuant to the foreclosure of, or
other realization upon, any such encumbrance; and provided, further, that this
provision shall not preclude or limit the ability of Genesis OLP to sell,
exchange or otherwise dispose of all of the assets of Genesis OLP in a single
transaction or a series of related transactions that is approved by the limited
partners of Genesis OLP as provided in Section 7.3(b) of the Fourth Amended OLP
Agreement.

(c) Without the approval of holders of a Majority Interest, the General Partner
shall not, on behalf of the Partnership, (i) consent to any amendment to the
Fourth Amended OLP Agreement or, except as expressly permitted by Section
7.9(d), take any action permitted to be taken by a partner of Genesis OLP, in
either case, that would have a material adverse effect on the Partnership as a
partner of Genesis OLP or (ii) except as permitted under Sections 4.6, 11.1 and
11.2, elect or cause the Partnership to elect a successor general partner of
Genesis OLP.

7.5      Reimbursement of the General Partner.

(a) Except as provided in this Section 7.4 and elsewhere in this Agreement or in
the Fourth Amended OLP Agreement, the General Partner shall not be compensated
for its services as general partner of any Group Member.

(b) The General Partner shall be reimbursed on a monthly basis, or such other
reasonable basis as the General Partner may determine in its sole discretion,
for (i) all direct and indirect expenses it incurs or payments it makes on
behalf of the Partnership (including salary, bonus, incentive compensation and
other amounts paid to any Person, including Affiliates of the General Partner,
to perform services for the Partnership or for the General Partner in the
discharge of its duties to the Partnership), and (ii) all other necessary or
appropriate expenses allocable to the Partnership or otherwise reasonably
incurred by the General Partner in connection with operating the Partnership's
business (including expenses allocated to the General Partner by its
Affiliates). The General Partner shall determine the expenses that are allocable
to the Partnership in any reasonable manner determined by the General Partner in
its sole discretion. Reimbursements pursuant to this Section 7.4 shall be in
addition to any reimbursement to the General Partner as a result of
indemnification pursuant to Section 7.7.

(c) The General Partner, in its sole discretion and without the approval of the
Limited Partners (who shall have no right to vote in respect thereof), may
propose and adopt on behalf of the Partnership employee benefit plans, employee
programs and employee practices (including plans, programs and practices
involving the issuance of Partnership Securities or options to purchase
Partnership Securities), or cause the Partnership to issue Partnership
Securities pursuant to any employee benefit plan, employee program or employee
practice maintained or sponsored by the General Partner or any of its
Affiliates, in each case for the benefit of employees of the General Partner,
any Group Member or any Affiliate, or any of them, in respect of services
performed, directly or indirectly, for the benefit of the Partnership Group. The
Partnership agrees to issue and sell to the General Partner or any of its
Affiliates any Partnership Securities that the General Partner or such Affiliate
is obligated to provide to any employees pursuant to any such employee benefit
plans, employee programs or employee practices. Expenses incurred by the General
Partner in connection with any such plans, programs and practices (including the
net cost to the General Partner or such Affiliate of Partnership Securities
purchased by the General Partner or such Affiliate from the Partnership to
fulfill options or awards under such plans, programs and practices) shall be
reimbursed in accordance with Section 7.4(b). Any and all obligations of the
General Partner under any employee benefit plans, employee programs or employee
practices adopted by the General Partner as permitted by this Section 7.4(c)
shall constitute obligations of the General Partner hereunder and shall be
assumed by any successor General Partner approved pursuant to Section 11.1 or
11.2 or the transferee of or successor to all of the General Partner's General
Partner Interest pursuant to Section 4.6.

<PAGE> 42

7.6      Outside Activities.

(a) The General Partner, for so long as it is the general partner of the
Partnership (i) agrees that its sole business will be to act as a general
partner or managing member, as the case may be, of the Partnership, Genesis OLP
and any other partnership or limited liability company of which the Partnership
or Genesis OLP is, directly or indirectly, a partner or member and to undertake
activities that are ancillary or related thereto (including being a limited
partner or member in the Partnership or any such other partnership or limited
liability company) and (ii) shall not, directly or indirectly, engage in any
business or activity or incur any debts or liabilities except in connection with
or incidental to (A) its performance as general partner or managing member, as
the case may be, of one or more Group Members or as described in or contemplated
by the Registration Statement or the Proxy Statement or (B) the acquiring,
owning or disposing of debt or equity securities of any Group Member.

(b) Salomon, Basis Petroleum, Inc. and Howell continue to be parties to the
Non-Competition Agreement, which agreement sets forth certain restrictions on
their ability to engage in the business of (i) crude oil gathering at the
wellhead in the states of Alabama, Florida, Kansas, Louisiana, Mississippi, New
Mexico, Oklahoma or Texas, or any states contiguous to such states, and (ii)
transporting for third parties crude oil by pipeline along the routes of the
Partnership's crude oil pipelines owned as of the Initial Closing Date. The
Non-Competition Agreement remains in effect in accordance with its terms.

(c) Except as specifically restricted by Section 7.5(a) and the Non-Competition
Agreement, each Indemnitee (other than the General Partner) shall have the right
to engage in businesses of every type and description and other activities for
profit and to engage in and possess an interest in other business ventures of
any and every type or description, whether in businesses engaged in or
anticipated to be engaged in by any Group Member, independently or with others,
including business interests and activities in direct competition with the
business and activities of any Group Member, and none of the same shall
constitute a breach of this Agreement or any duty expressed or implied by law to
any Group Member or any Partner. Neither any Group Member, nor any Limited
Partner nor any other Person shall have any rights by virtue of this Agreement,
the Fourth Amended OLP Agreement or the partnership relationship established
hereby or thereby in any business ventures of any Indemnitee.

(d) Subject to the terms of Sections 7.5(a), 7.5(b) and 7.5(c) and the
Non-Competition Agreement, but otherwise notwithstanding anything to the
contrary in this Agreement, (i) the engaging in competitive activities by any
Indemnitees (other than the General Partner) in accordance with the provisions
of this Section 7.5 is hereby approved by the Partnership and all Partners and
(ii) it shall be deemed not to be a breach of the General Partner's fiduciary
duty or any other obligation of any type whatsoever of the General Partner for
the Indemnitees (other than the General Partner) to engage in such business
interests and activities in preference to or to the exclusion of the
Partnership, and the General Partner and the Indemnitees shall have no
obligation to present business opportunities to the Partnership.

(e) The General Partner and any of its Affiliates may acquire Partnership
Securities in addition to those heretofore acquired and, except as otherwise
provided in this Agreement, shall be entitled to exercise all rights relating to
such Partnership Securities.

(f) The term "Affiliates" when used in Section 7.5 with respect to the General
Partner shall not include any Group Member or any Subsidiary of the Group
Member.

7.7      Loans from the General Partner;  Loans or Contributions  from the
Partnership;  Contracts with Affiliates; Certain Restrictions on the General
Partner.

(a) The General Partner or any Affiliate thereof may lend to any Group Member,
and any Group Member may borrow from the General Partner or any of its
Affiliates, funds needed or desired by the Group Member for such periods of time
and in such amounts as the General Partner may determine; provided, however,
that in any such case the lending party may not charge the borrowing party
interest at a rate greater than the rate that would be charged the borrowing
party or impose terms less favorable to the borrowing party than would be
charged or imposed on the borrowing party by unrelated lenders on comparable
loans made on an arm's-length basis (without reference to the lending party's
financial abilities or guarantees). The borrowing party shall reimburse the
lending party for any costs (other than any

<PAGE> 43

additional interest costs) incurred by the lending party in connection with the
borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b),
the term "Group Member" shall include any Affiliate of a Group Member that is
controlled by the Group Member. No Group Member may lend funds to the General
Partner or any of its Affiliates (other than another Group Member).

(b) The Partnership may lend or contribute to any Group Member, and any Group
Member may borrow from the Partnership, funds on terms and conditions
established in the sole discretion of the General Partner; provided, however,
that the Partnership may not charge the Group Member interest at a rate less
than the rate that would be charged to the Group Member (without reference to
the General Partner's financial abilities or guarantees) by unrelated lenders on
comparable loans. The foregoing authority shall be exercised by the General
Partner in its sole discretion and shall not create any right or benefit in
favor of any Group Member or any other Person.

(c) The General Partner may itself, or may enter into an agreement with any of
its Affiliates to, render services to a Group Member or to the General Partner
in the discharge of its duties as general partner of the Partnership. Any
services rendered to a Group Member by the General Partner or any of its
Affiliates shall be on terms that are fair and reasonable to the Partnership;
provided, however, that the requirements of this Section 7.6(c) shall be deemed
satisfied as to (i) any transaction approved by Special Approval, (ii) any
transaction, the terms of which are no less favorable to the Partnership Group
than those generally being provided to or available from unrelated third parties
or (iii) any transaction that, taking into account the totality of the
relationships between the parties involved (including other transactions that
may be particularly favorable or advantageous to the Partnership Group), is
equitable to the Partnership Group. The provisions of Section 7.4 shall apply to
the rendering of services described in this Section 7.6(c).

(d) The Partnership Group may transfer assets to joint ventures, other
partnerships, corporations, limited liability companies or other business
entities in which it is or thereby becomes a participant upon such terms and
subject to such conditions as are consistent with this Agreement and applicable
law.

(e) Neither the General Partner nor any of its Affiliates shall sell, transfer
or convey any property to, or purchase any property from the Partnership,
directly or indirectly, except pursuant to transactions that are fair and
reasonable to the Partnership; provided, however, that the requirements of this
Section 7.6(e) shall be deemed to be satisfied as to (i) the transactions
effected pursuant to Sections 5.2 and 5.3 of the First Amended Agreement, the
Conveyance Agreement and any other transactions described in or contemplated by
the Registration Statement or the Proxy Statement, (ii) any transaction approved
by Special Approval, (iii) any transaction, the terms of which are no less
favorable to the Partnership than those generally being provided to or available
from unrelated third parties, or (iv) any transaction that, taking into account
the totality of the relationships between the parties involved (including other
transactions that may be particularly favorable or advantageous to the
Partnership), is equitable to the Partnership. With respect to any contribution
of assets to the Partnership in exchange for Partnership Securities, the Audit
Committee, in determining whether the appropriate number of Partnership
Securities are being issued, may take into account, among other things, the fair
market value of the assets, the liquidated and contingent liabilities assumed,
the tax basis in the assets, the extent to which tax-only allocations to the
transferor will protect the existing partners of the Partnership against a low
tax basis, and such other factors as the Audit Committee deems relevant under
the circumstances. (f) The General Partner and its Affiliates will have no
obligation to permit any Group Member to use any facilities or assets of the
General Partner and its Affiliates, except as may be provided in contracts
entered into from time to time specifically dealing with such use, nor shall
there be any obligation on the part of the General Partner or its Affiliates to
enter into such contracts.

(g) Without limitation of Sections 7.6(a) through 7.6(f), and notwithstanding
anything to the contrary in this Agreement, the existence of the conflicts of
interest described in the Registration Statement or the Proxy Statement are
hereby approved by all Partners.

7.8      Indemnification.

(a) To the fullest extent permitted by law but subject to the limitations
expressly provided in this Agreement, all Indemnitees shall be indemnified and
held harmless by the Partnership from and against any and all losses, claims,

<PAGE> 44

damages, liabilities, joint or several, expenses (including legal fees and
expenses), judgments, fines, penalties, interest, settlements or other amounts
arising from any and all claims, demands, actions, suits or proceedings, whether
civil, criminal, administrative or investigative, in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of
its status as an Indemnitee; provided, that in each case the Indemnitee acted in
good faith and in a manner that such Indemnitee reasonably believed to be in, or
not opposed to, the best interests of the Partnership and, with respect to any
criminal proceeding, had no reasonable cause to believe its conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that the Indemnitee acted in a manner contrary to
that specified above. Any indemnification pursuant to this Section 7.7 shall be
made only out of the assets of the Partnership, it being agreed that the General
Partner shall not be personally liable for such indemnification and shall have
no obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate such indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and
expenses) incurred by an Indemnitee who is indemnified pursuant to Section
7.7(a) in defending any claim, demand, action, suit or proceeding shall, from
time to time, be advanced by the Partnership prior to the final disposition of
such claim, demand, action, suit or proceeding upon receipt by the Partnership
of any undertaking by or on behalf of the Indemnitee to repay such amount if it
shall be determined that the Indemnitee is not entitled to be indemnified as
authorized in this Section 7.7.

(c) The indemnification provided by this Section 7.7 shall be in addition to any
other rights to which an Indemnitee may be entitled under any agreement,
pursuant to any vote of the holders of Outstanding Limited Partner Interests, as
a matter of law or otherwise, both as to actions in the Indemnitee's capacity as
an Indemnitee and as to actions in any other capacity (including any capacity
under the Underwriting Agreement dated November 26, 1996 among the Partnership,
Genesis OLP, and the underwriters and other parties named therein), and shall
continue as to an Indemnitee who has ceased to serve in such capacity and shall
inure to the benefit of the heirs, successors, assigns and administrators of the
Indemnitee.

(d) The Partnership may purchase and maintain (or reimburse the General Partner
or its Affiliates for the cost of) insurance, on behalf of the General Partner,
its Affiliates and such other Persons as the General Partner shall determine,
against any liability that may be asserted against or expense that may be
incurred by such Person in connection with the Partnership's activities or such
Person's activities on behalf of the Partnership, regardless of whether the
Partnership would have the power to indemnify such Person against such liability
under the provisions of this Agreement.

(e) For purposes of this Section 7.7, the Partnership shall be deemed to have
requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by it of its duties to the Partnership also imposes
duties on, or otherwise involves services by, it to the plan or participants or
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute "fines"
within the meaning of Section 7.7(a); and action taken or omitted by it with
respect to any employee benefit plan in the performance of its duties for a
purpose reasonably believed by it to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose that is in, or not
opposed to, the best interests of the Partnership.

(f) In no event may an Indemnitee subject the Limited Partners to personal
liability by reason of the indemnification provisions set forth in this
Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under
this Section 7.7 because the Indemnitee had an interest in the transaction with
respect to which the indemnification applies if the transaction was otherwise
permitted by the terms of this Agreement.

(h) The provisions of this Section 7.7 are for the benefit of the Indemnitees,
their heirs, successors, assigns and administrators and shall not be deemed to
create any rights for the benefit of any other Persons.

(i) No amendment, modification or repeal of this Section 7.7 or any provision
hereof shall in any manner terminate, reduce or impair the right of any past,
present or future Indemnitee to be indemnified by the Partnership, nor the
obligations of the Partnership to indemnify any such Indemnitee under and in
accordance with the provisions of this

<PAGE> 45

Section 7.7 as in effect immediately prior to such amendment, modification or
repeal with respect to claims arising from or relating to matters occurring, in
whole or in part, prior to such amendment, modification or repeal, regardless of
when such claims may arise or be asserted.

7.9      Liability of Indemnitees.

(a) Notwithstanding anything to the contrary set forth in this Agreement, no
Indemnitee shall be liable for monetary damages to the Partnership, the Limited
Partners, the Assignees or any other Persons who have acquired interests in
Partnership Securities, for losses sustained or liabilities incurred as a result
of any act or omission if such Indemnitee acted in good faith.

(b) Subject to its obligations and duties as General Partner set forth in
Section 7.1(a), the General Partner may exercise any of the powers granted to it
by this Agreement and perform any of the duties imposed upon it hereunder either
directly or by or through its agents, and the General Partner shall not be
responsible for any misconduct or negligence on the part of any such agent
appointed by the General Partner in good faith.

(c) To the extent that, at law or in equity, an Indemnitee has duties (including
fiduciary duties) and liabilities relating thereto to the Partnership or to the
Partners, the General Partner and any other Indemnitee acting in connection with
the Partnership's business or affairs shall not be liable to the Partnership or
to any Partner for its good faith reliance on the provisions of this Agreement.
The provisions of this Agreement, to the extent that they restrict or otherwise
modify the duties and liabilities of an Indemnitee otherwise existing at law or
in equity, are agreed by the Partners to replace such other duties and
liabilities of such Indemnitee.

(d) Any amendment, modification or repeal of this Section 7.8 or any provision
hereof shall be prospective only and shall not in any way affect the limitations
on the liability of the Indemnitees under this Section 7.8 as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.

7.10     Resolution of Conflicts of Interest.

(a) Unless otherwise expressly provided in this Agreement or the Fourth Amended
OLP Agreement, whenever a potential conflict of interest exists or arises
between the General Partner or any of its Affiliates, on the one hand, and the
Partnership, Genesis OLP, any Partner, or any Assignee on the other, any
resolution or course of action by the General Partner or its Affiliates in
respect of such conflict of interest shall be permitted and deemed approved by
all Partners, and shall not constitute a breach of this Agreement, of the Fourth
Amended OLP Agreement, of any agreement contemplated herein, or of any duty
stated or implied by law or equity, if the resolution or course of action is, or
by operation of this Agreement is deemed to be, fair and reasonable to the
Partnership. The General Partner shall be authorized but not required in
connection with its resolution of such conflict of interest to seek Special
Approval of such resolution. Any conflict of interest and any resolution of such
conflict of interest shall be conclusively deemed fair and reasonable to the
Partnership if such conflict of interest or resolution is (i) approved by
Special Approval (as long as the material facts known to the General Partner or
any of its Affiliates regarding any proposed transaction were disclosed to the
Audit Committee at the time it gave its approval), (ii) on terms no less
favorable to the Partnership than those generally being provided to or available
from unrelated third parties or (iii) fair to the Partnership, taking into
account the totality of the relationships between the parties involved
(including other transactions that may be particularly favorable or advantageous
to the Partnership). The General Partner may also adopt a resolution or course
of action that has not received Special Approval. The General Partner (including
the Audit Committee in connection with Special Approval) shall be authorized in
connection with its determination of what is "fair and reasonable" to the
Partnership and in connection with its resolution of any conflict of interest to
consider (A) the relative interests of any party to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such interest;
(B) any customary or accepted industry practices and any customary or historical
dealings with a particular Person; (C) any applicable generally accepted
accounting practices or principles; and (D) such additional factors as the
General Partner (including the Audit Committee) determines in its sole
discretion to be relevant, reasonable or appropriate under the circumstances.
Nothing contained in this Agreement, however, is intended to nor shall it be
construed to require the General Partner

<PAGE> 46

(including the Audit Committee) to consider the interests of any Person other
than the Partnership. In the absence of bad faith by the General Partner, the
resolution, action or terms so made, taken or provided by the General Partner
with respect to such matter shall not constitute a breach of this Agreement or
any other agreement contemplated herein or a breach of any standard of care or
duty imposed herein or therein or, to the extent permitted by law, under the
Delaware Act or any other law, rule or regulation.

(b) Whenever this Agreement or any other agreement contemplated hereby provides
that the General Partner or any of its Affiliates is permitted or required to
make a decision (i) in its "sole discretion" or "discretion," that it deems
"necessary or appropriate" or "necessary or advisable" or under a grant of
similar authority or latitude, except as otherwise provided herein, the General
Partner or such Affiliate shall be entitled to consider only such interests and
factors as it desires and shall have no duty or obligation to give any
consideration to any interest of, or factors affecting, the Partnership, Genesis
OLP, any Limited Partner or any Assignee, (ii) it may make such decision in its
sole discretion (regardless of whether there is a reference to "sole discretion"
or "discretion") unless another express standard is provided for, or (iii) in
"good faith" or under another express standard, the General Partner or such
Affiliate shall act under such express standard and shall not be subject to any
other or different standards imposed by this Agreement, the Fourth Amended OLP
Agreement, any other agreement contemplated hereby or under the Delaware Act or
any other law, rule or regulation. In addition, any actions taken by the General
Partner or such Affiliate consistent with the standards of "reasonable
discretion" set forth in the definition of Available Cash shall not constitute a
breach of any duty of the General Partner to the Partnership or the Limited
Partners. The General Partner shall have no duty, express or implied, to sell or
otherwise dispose of any asset of the Partnership Group other than in the
ordinary course of business. No borrowing by any Group Member or the approval
thereof by the General Partner shall be deemed to constitute a breach of any
duty of the General Partner to the Partnership or the Limited Partners or the
Assignees by reason of the fact that the purpose or effect of such borrowing is
directly or indirectly to enable distributions to the General Partner or its
Affiliates (including in their capacities as Limited Partners) to exceed the
General Partner's Percentage Interest of the total amount distributed to all
Partners.

(c) Whenever a particular transaction, arrangement or resolution of a conflict
of interest is required under this Agreement to be "fair and reasonable" to any
Person, the fair and reasonable nature of such transaction, arrangement or
resolution shall be considered in the context of all similar or related
transactions.

(d) The Limited Partners hereby authorize the General Partner, on behalf of the
Partnership as a partner of a Group Member, to approve of actions by the general
partner of such Group Member similar to those actions permitted to be taken by
the General Partner pursuant to this Section 7.9.

7.11     Other Matters Concerning the General Partner.

(a) The General Partner may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, bond, debenture or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties.

(b) The General Partner may consult with legal counsel, accountants, appraisers,
management consultants, investment bankers and other consultants and advisers
selected by it, and any act taken or omitted to be taken in reliance upon the
opinion (including an Opinion of Counsel) of such Persons as to matters that the
General Partner reasonably believes to be within such Person's professional or
expert competence shall be conclusively presumed to have been done or omitted in
good faith and in accordance with such opinion.

(c) The General Partner shall have the right, in respect of any of its powers or
obligations hereunder, to act through any of its duly authorized officers, a
duly appointed attorney or attorneys-in-fact or the duly authorized officers of
the Partnership.

(d) Any standard of care and duty imposed by this Agreement or under the
Delaware Act or any applicable law, rule or regulation shall be modified, waived
or limited, to the extent permitted by law, as required to permit the General
Partner to act under this Agreement or any other agreement contemplated by this
Agreement and to make any

<PAGE> 47

decision pursuant to the authority prescribed in this
Agreement, so long as such action is reasonably believed by the General Partner
to be in, or not inconsistent with, the best interests of the Partnership.

7.12     Purchase or Sale of Partnership Securities.

         The General Partner may cause the Partnership to purchase or otherwise
acquire Partnership Securities. As long as Partnership Securities are held by
any Group Member, such Partnership Securities shall not be considered
Outstanding for any purpose, except as otherwise provided herein. The General
Partner and any Affiliate of the General Partner may also purchase or otherwise
acquire and sell or otherwise dispose of Partnership Securities for its own
account, subject to the provisions of Articles IV and X.

7.13     Registration Rights of the General Partner and its Affiliates.

(a) If (i) the General Partner or any Affiliate of the General Partner
(including for purposes of this Section 7.12, any Person that is an Affiliate of
the General Partner at the date hereof notwithstanding that it may later cease
to be an Affiliate of the General Partner) holds Partnership Securities that it
desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule
or regulation to Rule 144) or another exemption from registration is not
available to enable such holder of Partnership Securities (the "Holder") to
dispose of the number of Partnership Securities it desires to sell at the time
it desires to do so without registration under the Securities Act, then upon the
request of Holder, the Partnership shall file with the Commission as promptly as
practicable after receiving such request, and use all reasonable efforts to
cause to become effective and remain effective for a period of not less than six
months following its effective date or such shorter period as shall terminate
when all Partnership Securities covered by such registration statement have been
sold, a registration statement under the Securities Act registering the offering
and sale of the number of Partnership Securities specified by the Holder;
provided, however, that the Partnership shall not be required to effect more
than three registrations pursuant to this Section 7.12(a); and provided further,
however, that if the Audit Committee determines in its good faith judgment that
a postponement of the requested registration for up to six months would be in
the best interests of the Partnership and its Partners due to a pending
transaction, investigation or other event, the filing of such registration
statement or the effectiveness thereof may be deferred for up to six months, but
not thereafter. In connection with any registration pursuant to the immediately
preceding sentence, the Partnership shall (i) promptly prepare and file (A) such
documents as may be necessary to register or qualify the Partnership Securities
subject to such registration under the securities laws of such states as the
Holder shall reasonably request; provided, however, that no such qualification
shall be required in any jurisdiction where, as a result thereof, the
Partnership would become subject to general service of process or to taxation or
qualification to do business as a foreign corporation or partnership doing
business in such jurisdiction solely as a result of such registration and (B)
such documents as may be necessary to apply for listing or to list the
Partnership Securities subject to such registration on such National Securities
Exchange as the Holder shall reasonably request, and (ii) do any and all other
acts and things that may reasonably be necessary or advisable to enable the
Holder to consummate a public sale of such Partnership Securities in such
states. Except as set forth in Section 7.12(c), all costs and expenses of any
such registration and offering (other than the underwriting discounts and
commissions) shall be paid by the Partnership, without reimbursement by the
Holder.

(b) If the Partnership shall at any time propose to file a registration
statement under the Securities Act for an offering of Partnership Securities for
cash (other than an offering relating solely to an employee benefit plan), the
Partnership shall use all reasonable efforts to include such number or amount of
Partnership Securities held by the Holder in such registration statement as the
Holder shall request. If the proposed offering pursuant to this Section 7.12(b)
shall be an underwritten offering, then, in the event that the managing
underwriter or managing underwriters of such offering advise the Partnership and
the Holder in writing that in their opinion the inclusion of all or some of the
Holder's Partnership Securities would adversely and materially affect the
success of the offering, the Partnership shall include in such offering only
that number or amount, if any, of Partnership Securities held by the Holder
that, in the opinion of the managing underwriter or managing underwriters, will
not so adversely and materially affect the offering. Except as set forth in
Section 7.12(c), all costs and expenses of any such registration and offering
(other than the underwriting discounts and commissions) shall be paid by the
Partnership, without reimbursement by the Holder.

(c) If underwriters are engaged in connection with any registration referred to
in this Section 7.12, the Partnership shall provide indemnification,
representations, covenants, opinions and other assurance to the underwriters

<PAGE> 48

in form and substance reasonably satisfactory to such underwriters. Further, in
addition to and not in limitation of the Partnership's obligation under Section
7.7, the Partnership shall, to the fullest extent permitted by law, indemnify
and hold harmless the Holder, its officers, directors and each Person who
controls the Holder (within the meaning of the Securities Act) and any agent
thereof (collectively, "Indemnified Persons") against any losses, claims,
demands, actions, causes of action, assessments, damages, liabilities (joint or
several), costs and expenses (including interest, penalties and reasonable
attorneys' fees and disbursements), resulting to, imposed upon, or incurred by
the Indemnified Persons, directly or indirectly, under the Securities Act or
otherwise (hereinafter referred to in this Section 7.12(c) as a "claim" and in
the plural as "claims") based upon, arising out of or resulting from any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which any Partnership Securities were registered
under the Securities Act or any state securities or Blue Sky laws, in any
preliminary prospectus (if used prior to the effective date of such registration
statement), or in any summary or final prospectus or in any amendment or
supplement thereto (if used during the period the Partnership is required to
keep the registration statement current), or arising out of, based upon or
resulting from the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements made therein
not misleading; provided, however, that the Partnership shall not be liable to
any Indemnified Person to the extent that any such claim arises out of, is based
upon or results from an untrue statement or alleged untrue statement or omission
or alleged omission made in such registration statement, such preliminary,
summary or final prospectus or such amendment or supplement, in reliance upon
and in conformity with written information furnished to the Partnership by or on
behalf of such Indemnified Person specifically for use in the preparation
thereof.

(d) The provisions of Section 7.12(a) and 7.12(b) shall continue to be
applicable with respect to the General Partner (and any of the General Partner's
Affiliates) after it ceases to be a general partner of the Partnership, during a
period of two years subsequent to the effective date of such cessation and for
so long thereafter as is required for the Holder to sell all of the Partnership
Securities with respect to which it has requested during such two-year period
inclusion in a registration statement otherwise filed or that a registration
statement be filed; provided, however, that the Partnership shall not be
required to file successive registration statements covering the same
Partnership Securities for which registration was demanded during such two-year
period. The provisions of Section 7.12(c) shall continue in effect thereafter.

(e) Any request to register Partnership Securities pursuant to this Section 7.12
shall (i) specify the Partnership Securities intended to be offered and sold by
the Person making the request, (ii) express such Person's present intent to
offer such Partnership Securities for distribution, (iii) describe the nature or
method of the proposed offer and sale of Partnership Securities, and (iv)
contain the undertaking of such Person to provide all such information and
materials and take all action as may be required in order to permit the
Partnership to comply with all applicable requirements in connection with the
registration of such Partnership Securities.

7.14     Reliance by Third Parties.

         Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the General
Partner and any officer of the General Partner authorized by the General Partner
to act on behalf of and in the name of the Partnership has full power and
authority to encumber, sell or otherwise use in any manner any and all assets of
the Partnership and to enter into any authorized contracts on behalf of the
Partnership, and such Person shall be entitled to deal with the General Partner
or any such officer as if it were the Partnership's sole party in interest, both
legally and beneficially. Each Limited Partner hereby waives any and all
defenses or other remedies that may be available against such Person to contest,
negate or disaffirm any action of the General Partner or any such officer in
connection with any such dealing. In no event shall any Person dealing with the
General Partner or any such officer or its representatives be obligated to
ascertain that the terms of this Agreement have been complied with or to inquire
into the necessity or expedience of any act or action of the General Partner or
any such officer or its representatives. Each and every certificate, document or
other instrument executed on behalf of the Partnership by the General Partner or
its representatives shall be conclusive evidence in favor of any and every
Person relying thereon or claiming thereunder that (a) at the time of the
execution and delivery of such certificate, document or instrument, this
Agreement was in full force and effect, (b) the Person executing and delivering
such certificate, document or instrument was duly authorized and empowered to do
so for and on behalf of the Partnership and (c) such certificate, document or
instrument was duly executed and delivered in accordance with the terms and
provisions of this Agreement and is binding upon the Partnership.

<PAGE> 49

                                  ARTICLE VIII
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

8.2      Records and Accounting.

         The General Partner shall keep or cause to be kept at the principal
office of the Partnership, appropriate books and records with respect to the
Partnership's business, including all books and records necessary to provide to
the Limited Partners any information required to be provided pursuant to Section
3.4(a). Any books and records maintained by or on behalf of the Partnership in
the regular course of its business, including the record of the Record Holders
and Assignees of Units or other Partnership Securities, books of account and
records of Partnership proceedings, may be kept on, or be in the form of,
computer disks, hard drives, punch cards, magnetic tape, photographs,
micrographics or any other information storage device; provided, that the books
and records so maintained are convertible into clearly legible written form
within a reasonable period of time. The books of the Partnership shall be
maintained, for financial reporting purposes, on an accrual basis in accordance
with U.S. GAAP.


8.3      Fiscal Year.

         The fiscal year of the Partnership shall be the calendar year.

8.4      Reports.

(a) As soon as practicable, but in no event later than 120 days after the close
of each fiscal year of the Partnership, the General Partner shall cause to be
mailed or furnished to each Record Holder of a Limited Partner Interest as of a
date selected by the General Partner in its discretion, an annual report
containing financial statements of the Partnership for such fiscal year of the
Partnership, presented in accordance with U.S. GAAP, including a balance sheet
and statements of operations, Partnership equity and cash flows, such statements
to be audited by a firm of independent public accountants selected by the
General Partner.

(b) As soon as practicable, but in no event later than 90 days after the close
of each Quarter except the last Quarter of each year, the General Partner shall
cause to be mailed or furnished to each Record Holder of a Limited Partner
Interest, as of a date selected by the General Partner in its discretion, a
report containing unaudited financial statements of the Partnership and such
other information as may be required by applicable law, regulation or rule of
any National Securities Exchange on which Limited Partner Interests are listed
for trading, or as the General Partner determines to be necessary or
appropriate.

ARTICLE IX
                                   TAX MATTERS

9.2      Tax Returns and Information.

         The Partnership shall timely file all returns of the Partnership that
are required for federal, state and local income tax purposes on the basis of
the accrual method and a taxable year ending on December 31. The tax information
reasonably required by Record Holders for federal and state income tax reporting
purposes with respect to a taxable year shall be furnished to them within 90
days of the close of the calendar year in which the Partnership's taxable year
ends. The classification, realization and recognition of income, gain, losses
and deductions and other items shall be on the accrual method of accounting for
federal income tax purposes.

<PAGE> 50

9.3      Tax Elections.

(a) The Partnership has made the election under Section 754 of the Code in
accordance with applicable regulations thereunder, subject to the reservation of
the right to seek to revoke any such election upon the General Partner's
determination that such revocation is in the best interests of the Limited
Partners. Notwithstanding any other provision herein contained, for the purposes
of computing the adjustments under Section 743(b) of the Code, the General
Partner shall be authorized (but not required) to adopt a convention whereby the
price paid by a transferee of a Limited Partner Interest will be deemed to be
the lowest quoted closing price of such Limited Partner Interests on any
National Securities Exchange on which such Limited Partner Interests are traded
during the calendar month in which such transfer is deemed to occur pursuant to
Section 6.2(g) without regard to the actual price paid by such transferee.

(b) The Partnership has elected to deduct expenses incurred in organizing the
Partnership ratably over a sixty-month period as provided in Section 709 of the
Code.

(c) Except as otherwise provided herein, the General Partner shall determine
whether the Partnership should make any other elections permitted by the Code.

9.4      Tax Controversies.

         Subject to the provisions hereof, the General Partner is designated as
the Tax Matters Partner (as defined in the Code) and is authorized and required
to represent the Partnership (at the Partnership's expense) in connection with
all examinations of the Partnership's affairs by tax authorities, including
resulting administrative and judicial proceedings, and to expend Partnership
funds for professional services and costs associated therewith. Each Partner
agrees to cooperate with the General Partner and to do or refrain from doing any
or all things reasonably required by the General Partner to conduct such
proceedings.

9.5      Withholding.

         Notwithstanding any other provision of this Agreement, the General
Partner is authorized to take any action that it determines in its discretion to
be necessary or appropriate to cause the Partnership to comply with any
withholding requirements established under the Code or any other federal, state
or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the
Code. To the extent that the Partnership is required or elects to withhold and
pay over to any taxing authority any amount resulting from the allocation or
distribution of income to any Partner or Assignee (including by reason of
Section 1446 of the Code), the amount withheld may at the discretion of the
General Partner be treated by the Partnership as a distribution of cash pursuant
to Section 6.3 in the amount of such withholding from such Partner.

ARTICLE X
                              ADMISSION OF PARTNERS

10.1     Admission of Substituted Limited Partner.

         By transfer of a Limited Partner Interest in accordance with Article
IV, the transferor shall be deemed to have given the transferee the right to
seek admission as a Substituted Limited Partner subject to the conditions of,
and in the manner permitted under, this Agreement. A transferor of a Certificate
representing a Limited Partner Interest shall, however, only have the authority
to convey to a purchaser or other transferee who does not execute and deliver a
Transfer Application (a) the right to negotiate such Certificate to a purchaser
or other transferee and (b) the right to transfer the right to request admission
as a Substituted Limited Partner to such purchaser or other transferee in
respect of the transferred Limited Partner Interests. Each transferee of a
Limited Partner Interest (including any nominee holder or an agent acquiring
such Limited Partner Interest for the account of another Person) who executes
and delivers a Transfer Application shall, by virtue of such execution and
delivery, be an Assignee and be deemed to have applied to become a Substituted
Limited Partner with respect to the Limited Partner Interest so transferred to
such Person. Such Assignee shall become a Substituted Limited Partner (x) at
such time as the General Partner consents thereto, which consent may be given or
withheld in the General Partner's discretion, and (y) when any such admission is
shown on the books and records of the Partnership. If such consent is

<PAGE> 51

withheld, such transferee shall be an Assignee. An Assignee shall have an
interest in the Partnership equivalent to that of a Limited Partner with respect
to allocations and distributions, including liquidating distributions, of the
Partnership. With respect to voting rights attributable to Limited Partner
Interests that are held by Assignees, the General Partner shall be deemed to be
the Limited Partner with respect thereto and shall, in exercising the voting
rights in respect of such Limited Partner Interests on any matter, vote such
Limited Partner Interests at the written direction of the Assignee who is the
Record Holder of such Limited Partner Interests. If no such written direction is
received, such Limited Partner Interests will not be voted. An Assignee shall
have no other rights of a Limited Partner.

10.2     Admission of Successor General Partner.

         A successor General Partner approved pursuant to Section 11.1 or 11.2
or the transferee of or successor to all of the General Partner Interest
pursuant to Section 4.6 who is proposed to be admitted as a successor General
Partner shall be admitted to the Partnership as the General Partner, effective
immediately prior to the withdrawal or removal of the General Partner pursuant
to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant
to Section 4.6; provided, however, that no such successor shall be admitted to
the Partnership until compliance with the terms of Section 4.6 has occurred and
such successor has executed and delivered such other documents or instruments as
may be required to effect such admission. Any such successor shall, subject to
the terms hereof, carry on the business of the Group Members without
dissolution.

10.3     Admission of Additional Limited Partners.

(a) A Person (other than the General Partner or a Substituted Limited Partner)
who makes a Capital Contribution to the Partnership in accordance with this
Agreement in exchange for Limited Partner Interests shall be admitted to the
Partnership as an Additional Limited Partner only upon furnishing to the General
Partner (i) evidence of acceptance in form satisfactory to the General Partner
of all of the terms and conditions of this Agreement, including the power of
attorney granted in Section 2.6, and (ii) such other documents or instruments as
may be required in the discretion of the General Partner to effect such Person's
admission as an Additional Limited Partner.

(b) Notwithstanding anything to the contrary in this Section 10.4, no Person
shall be admitted as an Additional Limited Partner without the consent of the
General Partner, which consent may be given or withheld in the General Partner's
discretion. The admission of any Person as an Additional Limited Partner shall
become effective on the date upon which the name of such Person is recorded as
such in the books and records of the Partnership, following the consent of the
General Partner to such admission.

10.4     Amendment of Agreement and Certificate of Limited Partnership.

         To effect the admission to the Partnership of any Partner, the General
Partner shall take all steps necessary and appropriate under the Delaware Act to
amend the records of the Partnership to reflect such admission and, if
necessary, to prepare as soon as practicable an amendment to this Agreement and,
if required by law, the General Partner shall prepare and file an amendment to
the Certificate of Limited Partnership, and the General Partner may for this
purpose, among others, exercise the power of attorney granted pursuant to
Section 2.6.

                                   ARTICLE XI
                        WITHDRAWAL OR REMOVAL OF PARTNERS

11.1     Withdrawal of the General Partner.

(a)      The General Partner shall be deemed to have withdrawn from the
         Partnership upon the occurrence of any one of the following events
         (each such event herein referred to as an "Event of Withdrawal");

         (i) the General Partner voluntarily withdraws from the Partnership by
         giving written notice to the Limited Partners (and it shall be deemed
         that the General Partner has withdrawn pursuant to this Section
         11.1(a)(i) if the General Partner voluntarily withdraws as a general
         partner of Genesis OLP);

<PAGE> 52

         (ii) the General Partner transfers all of its General Partner Interest
         pursuant to Section 4.6;

         (iii) the General Partner is removed pursuant to Section 11.2;

         (iv) the General  Partner (A) makes a general  assignment  for the
         benefit of creditors;  (B) files a voluntary bankruptcy  petition  for
         relief  under  Chapter 7 of the  United  States  Bankruptcy  Code;
         (C) files a petition  or  answer  seeking  for  itself  a  liquidation,
         dissolution  or  similar  relief  (but  not a reorganization) under any
         law; (D) files an answer or other pleading  admitting or failing to
         contest the material  allegations  of a  petition  filed  against  the
         General  Partner in a  proceeding  of the type described in clauses
        (A)-(C) of this Section 11.1(a)(iv);  or (E) seeks,  consents to or
         acquiesces in the appointment of a trustee (but not a debtor in
         possession),  receiver or liquidator of the General Partner
         or of all or any substantial part of its properties;

         (v)a final and non-appealable order of relief under Chapter 7 of the
         United States Bankruptcy Code is entered by a court with appropriate
         jurisdiction pursuant to a voluntary or involuntary petition by or
         against the General Partner; or

         (vi) (A) in the event the General  Partner is a corporation,  a
         certificate of dissolution or its equivalent is filed for the General
         Partner,  or 90 days  expire  after the date of notice to the  General
         Partner of revocation  of its  charter  without a reinstatement of its
         charter, under the laws of its state of incorporation; (B) in the event
         the General Partner is a partnership or a limited liability company,
         the dissolution and  commencement of winding up of the General Partner;
         (C) in the event the General Partner is acting in such capacity by
         virtue of being a trustee of a trust,  the termination of the trust;
         (D) in the event the General Partner is a natural person,  his death or
         adjudication of incompetency; and (E) otherwise in the event of the
         termination of the General Partner.

         If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or
(vi)(A), (B), (C) or (E) occurs, the withdrawing General Partner shall give
notice to the Limited Partners within 30 days after such occurrence. The
Partners hereby agree that only the Events of Withdrawal described in this
Section 11.1 shall result in the withdrawal of the General Partner from the
Partnership.

(b) Withdrawal of the General Partner from the Partnership upon the occurrence
of an Event of Withdrawal shall not constitute a breach of this Agreement under
the following circumstances: (i) at any time during the period beginning on the
Initial Closing Date and ending at 12:00 midnight, Eastern Standard Time, on
December 31, 2006, the General Partner voluntarily withdraws by giving at least
90 days' advance notice of its intention to withdraw to the Limited Partners;
provided that prior to the effective date of such withdrawal, the withdrawal is
approved by the holders of a Majority Interest and the General Partner delivers
to the Partnership an Opinion of Counsel ("Withdrawal Opinion of Counsel") that
such withdrawal (following the selection of the successor General Partner) would
not result in the loss of the limited liability of any Limited Partner or any
limited partner of Genesis OLP or cause the Partnership or Genesis OLP to be
treated as an association taxable as a corporation or otherwise to be taxed as
an entity for federal income tax purposes (to the extent not previously treated
as such); (ii) at any time after 12:00 midnight, Eastern Standard Time, on
December 31, 2006, the General Partner voluntarily withdraws by giving at least
90 days' advance notice to the Limited Partners, such withdrawal to take effect
on the date specified in such notice; (iii) at any time that the General Partner
ceases to be the General Partner pursuant to Section 11.1(a)(ii) or is removed
pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence,
at any time that the General Partner voluntarily withdraws by giving at least 90
days' advance notice of its intention to withdraw to the Limited Partners, such
withdrawal to take effect on the date specified in the notice, if at the time
such notice is given one Person and its Affiliates (other than the General
Partner and its Affiliates) own beneficially or of record or control at least
50% of the Outstanding Limited Partner Interests. The withdrawal of the General
Partner from the Partnership upon the occurrence of an Event of Withdrawal shall
also constitute the withdrawal of the General Partner as general partner or
managing member of the other Group Members. If the General Partner gives a
notice of withdrawal pursuant to Section 11.1(a)(i), the holders of a Majority
Interest, may, prior to the effective date of such withdrawal, elect a successor
General Partner. The Person so elected as successor General Partner shall
automatically become a successor general partner or managing member of the other
Group Members of which the General Partner is a general partner. If, prior to
the effective date of the General Partner's withdrawal, a successor is not
selected by the Limited Partners as provided herein or the Partnership does not
receive a

<PAGE> 53

Withdrawal Opinion of Counsel, the Partnership shall be dissolved in
accordance with Section 12.1. Any successor General Partner elected in
accordance with the terms of this Section 11.1 shall be subject to the
provisions of Section 10.3.

11.2     Removal of the General Partner.

         The General Partner may be removed with or without Cause. If Cause
exists the General Partner may be removed if such removal is approved by the
holders of a Two-Thirds Interest (including Limited Partner Interests held by
the General Partner and its Affiliates). Any such action by such holders for
removal of the General Partner with Cause must also provide for the election of
a successor General Partner by the holders of a Two-Thirds Interest (including
Limited Partner Interests held by the General Partner and its Affiliates). If
such removal is without Cause, such removal must be approved by the holders of a
Majority Interest (excluding any Limited Partner Interests held by the General
Partner and its Affiliates). Any such action by such holders for removal of the
General Partner without Cause must also provide for the election of a successor
General Partner by the holders of a Majority Interest (excluding any Limited
Partner Interests held by the General Partner and its Affiliates). If it is
proposed that the removal is without Cause, and an Affiliate of Denbury
Resources Inc., a Delaware corporation ("Denbury"), or Denbury is the General
Partner proposed to be removed and not proposed as a successor General Partner,
then any such action for removal must also provide for Denbury to be granted an
option immediately upon the effectiveness of the removal (the option to be
exercisable for a period of 45 days following the determination of fair market
value by independent appraisal in the manner set forth below) to purchase all of
the Partnership's then existing right, title and interest, if any, in the
Partnership's Mississippi pipeline system, with a termination point (as of July
31, 2002) at Maryland, Louisiana, and its associated real and personal property,
easements, rights of way and storage facilities, at 110% of its fair market
value (as determined by independent appraisal in the manner set forth below).
Such option is to contain additional terms and conditions as reasonably
acceptable to Denbury and the independent directors of the General Partner. Any
removal of the General Partner shall be effective immediately following the
admission of a successor General Partner, subject to the provisions of Section
10.2. Such removal shall also automatically constitute the removal of the
General Partner as general partner of the other Group Members of which the
General Partner is a general partner. If a Person is elected as a successor
General Partner in accordance with the terms of this Section 11.2, such Person
shall, upon admission pursuant to Section 10.2, automatically become a successor
general partner or managing member of the other Group Members of which the
General Partner is a general partner. The right of the Limited Partners to
remove the General Partner pursuant to this Section 11.2 shall not exist or be
exercised unless the Partnership has received an opinion opining as to the
matters covered by a Withdrawal Opinion of Counsel. Any successor General
Partner elected in accordance with the terms of this Section 11.2 shall be
subject to the provisions of Section 10.2.

         Upon removal of Denbury or its Affiliate as General Partner without
Cause, and the granting of the option to Denbury as set forth above in the sixth
sentence of this Section 11.2 and the election of the successor General Partner
that is not Denbury or an Affiliate of Denbury, two independent appraisers shall
be promptly selected, one appraiser to be selected by the successor General
Partner and the other appraiser to be selected by Denbury. The fair market value
of the Mississippi pipeline system will be determined by the agreement of these
two independent appraisers acting reasonably and in good faith. In the event the
two appraisers so selected do not reach an agreement as to the fair market value
within 45 days following the selection of the second appraiser, the fair market
value shall be the mid-point between each of the values determined reasonably
and in good faith by the two appraisers.

11.3     Interest of Departing Partner and Successor General Partner.

(a) In the event of the withdrawal of the General Partner under circumstances
where such withdrawal does not violate this Agreement, if a successor General
Partner is elected in accordance with the terms of Section 11.1 or 11.2, the
Departing Partner shall have the option exercisable prior to the effective date
of the departure of such Departing Partner to require its successor to purchase
its General Partner Interest and all of the Incentive Distribution Rights
(collectively, the "Combined Interest") in exchange for an amount in cash equal
to the fair market value of such Combined Interest, such amount to be determined
and payable as of the effective date of its departure. If the General Partner is
removed by the Partners under circumstances where Cause exists or if the General
Partner withdraws under circumstances where such withdrawal violates this
Agreement or the Fourth Amended OLP Agreement, and if a successor General
Partner is elected in accordance with the terms of Section 11.1 or 11.2, such
successor shall have the option, exercisable prior to the effective date of the
departure of such Departing Partner, to purchase the Combined Interest of the
Departing Partner

<PAGE> 54

for such fair market value of such Combined Interest. In
either event, the Departing Partner shall be entitled to receive all
reimbursements due such Departing Partner pursuant to Section 7.4, including any
employee-related liabilities (including severance liabilities), incurred in
connection with the termination of any employees employed by the General Partner
for the benefit of the Partnership or the other Group Members.

         For purposes of this Section 11.3(a), the fair market value of the
Departing Partner's Combined Interest shall be determined by agreement between
the Departing Partner and its successor or, failing agreement within 30 days
after the effective date of such Departing Partner's departure, by an
independent investment banking firm or other independent expert selected by the
Departing Partner and its successor, which, in turn, may rely on other experts,
and the determination of which shall be conclusive as to such matter. If such
parties cannot agree upon one independent investment banking firm or other
independent expert within 45 days after the effective date of such departure,
then the Departing Partner shall designate an independent investment banking
firm or other independent expert, the Departing Partner's successor shall
designate an independent investment banking firm or other independent expert,
and such firms or experts shall mutually select a third independent investment
banking firm or independent expert, which third independent investment banking
firm or other independent expert shall determine the fair market value of the
Combined Interest. In making its determination, such third independent
investment banking firm or other independent expert may consider the then
current trading price of Common Units on any National Securities Exchange on
which Common Units are then listed, the value of the Partnership's assets, the
rights and obligations of the General Partner and other factors it may deem
relevant.

(b) If the Combined Interest is not purchased in the manner set forth in Section
11.3(a), the Departing Partner will have the right to convert the Combined
Interest into Common Units or to receive cash from the Partnership in exchange
for such Combined Interest. The Departing Partner's Combined Interest shall be
converted into Common Units pursuant to a valuation made by an investment
banking firm or other independent expert selected pursuant to Section 11.3(a),
without reduction in such Combined Interest (but subject to proportionate
dilution by reason of the admission of its successor). Any successor General
Partner shall indemnify the Departing Partner as to all debts and liabilities of
the Partnership arising on or after the date on which the Departing Partner
becomes a Limited Partner. For purposes of this Agreement, conversion of the
General Partner's Combined Interest to Common Units will be characterized as if
the General Partner contributed its Combined Interest to the Partnership in
exchange for the newly issued Common Units.

(c) If a successor General Partner is elected in accordance with the terms of
Section 11.1 or 11.2 and the option described in Section 11.3(a) is not
exercised by the party entitled to do so, the successor General Partner shall,
at the effective date of its admission to the Partnership, contribute to the
Partnership cash in the amount necessary to acquire a General Partner Interest
equal to the General Partner Interest of the Departing Partner. In such event,
such successor General Partner shall be entitled to such Percentage Interest of
all Partnership allocations and distributions and any other allocations and
distributions to which the Departing Partner was entitled.

11.4     Withdrawal of Limited Partners.

         No Limited Partner shall have any right to withdraw from the
Partnership; provided, however, that when a transferee of a Limited Partner's
Limited Partner Interest becomes a Record Holder of the Limited Partner Interest
so transferred, such transferring Limited Partner shall cease to be a Limited
Partner with respect to the Limited Partner Interest so transferred.

                                  ARTICLE XII
                           DISSOLUTION AND LIQUIDATION

12.1     Dissolution.

         The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a
successor General Partner in accordance with the terms of this Agreement. Upon
the removal or withdrawal of the General Partner, if a successor General Partner
is elected pursuant to Section 11.1 or 11.2, the Partnership shall not be
dissolved and such successor General Partner shall continue the business of the
Partnership. The Partnership shall dissolve, and (subject to Section 12.2) its
affairs shall be wound up, upon:

<PAGE> 55

(a) the expiration of its term as provided in Section 2.7;

(b) an Event of Withdrawal of the General Partner as provided in Section 11.1(a)
(other than Section 11.1(a)(ii)), unless a successor is elected and an Opinion
of Counsel is received as provided in Section 11.1(b) or 11.2 and such successor
is admitted to the Partnership pursuant to Section 10.3;

(c) an election to dissolve the Partnership by the General Partner that is
approved by the holders of a Majority Interest;

(d) the entry of a decree of judicial dissolution of the Partnership pursuant to
the provisions of the Delaware Act;

(e) the dissolution of Genesis OLP; or

(f) the sale of all or substantially all of the assets and properties of the
Partnership Group.

12.2     Continuation of the Business of the Partnership after Dissolution.

         Upon (a) dissolution of the Partnership following an Event of
Withdrawal caused by the withdrawal or removal of the General Partner as
provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to
select a successor to such Departing Partner pursuant to Section 11.1 or 11.2,
then within 90 days thereafter, or (b) dissolution of the Partnership upon an
event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v)
or (vi), then, to the maximum extent permitted by law, within 180 days
thereafter, the holders of a Majority Interest may elect to reconstitute the
Partnership and continue its business on the same terms and conditions set forth
in this Agreement by forming a new limited partnership on terms identical to
those set forth in this Agreement and having as the successor general partner a
Person approved by the holders of a Majority Interest. Unless such an election
is made within the applicable time period as set forth above, the Partnership
shall conduct only activities necessary to wind up its affairs. If such an
election is so made, then:

(a) the reconstituted Partnership shall continue until the end of the term set
forth in Section 2.7 unless earlier dissolved in accordance with this Article
XII;

(b) if the successor General Partner is not the former General Partner, then the
interest of the former General Partner shall be treated in the manner provided
in Section 11.3; and

(c) all necessary steps shall be taken to cancel this Agreement and the
Certificate of Limited Partnership and to enter into and, as necessary, to file
a new partnership agreement and certificate of limited partnership, and the
successor general partner may for this purpose exercise the powers of attorney
granted the General Partner pursuant to Section 2.6; provided, that the right of
the holders of a Majority Interest to approve a successor General Partner and to
reconstitute and to continue the business of the Partnership shall not exist and
may not be exercised unless the Partnership has received an Opinion of Counsel
that (x) the exercise of the right would not result in the loss of limited
liability of any Limited Partner and (y) neither the Partnership, the
reconstituted limited partnership, Genesis OLP nor any Group Member would be
treated as an association taxable as a corporation or otherwise be taxable as an
entity for federal income tax purposes upon the exercise of such right to
continue.

12.3     Liquidator.

         Upon dissolution of the Partnership, unless the Partnership is
continued under an election to reconstitute and continue the Partnership
pursuant to Section 12.2, the General Partner shall select one or more Persons
to act as Liquidator. The Liquidator (if other than the General Partner) shall
be entitled to receive such compensation for its services as may be approved by
the holders of a Majority Interest. The Liquidator (if other than the General
Partner) shall agree not to resign at any time without 15 days' prior notice and
may be removed at any time, with or without cause, by notice of removal approved
by the holders of a Majority Interest. Upon dissolution, removal or resignation
of the Liquidator, a successor and substitute Liquidator (who shall have and
succeed to all rights, powers and duties of the

<PAGE> 56

original Liquidator) shall within 30 days thereafter be approved by the holders
of a Majority Interest. The right to approve a successor or substitute
Liquidator in the manner provided herein shall be deemed to refer also to any
such successor or substitute Liquidator approved in the manner herein provided.
Except as expressly provided in this Article XII, the Liquidator approved in the
manner provided herein shall have and may exercise, without further
authorization or consent of any of the parties hereto, all of the powers
conferred upon the General Partner under the terms of this Agreement (but
subject to all of the applicable limitations, contractual and otherwise, upon
the exercise of such powers, other than the limitation on sale set forth in
Section 7.3(b)) to the extent necessary or desirable in the good faith judgment
of the Liquidator to carry out the duties and functions of the Liquidator
hereunder for and during such period of time as shall be reasonably required in
the good faith judgment of the Liquidator to complete the winding up and
liquidation of the Partnership as provided for herein.

12.4     Liquidation.

         The Liquidator shall proceed to dispose of the assets of the
Partnership, discharge its liabilities, and otherwise wind up its affairs in
such manner and over such period as the Liquidator determines to be in the best
interest of the Partners, subject to Section 17-804 of the Delaware Act and the
following:

(a) Disposition of Assets. The assets may be disposed of by public or private
sale or by distribution in kind to one or more Partners on such terms as the
Liquidator and such Partner or Partners may agree. If any property is
distributed in kind, the Partner receiving the property shall be deemed for
purposes of Section 12.4(c) to have received cash equal to its fair market
value; and contemporaneously therewith, appropriate cash distributions must be
made to the other Partners. The Liquidator may, in its absolute discretion,
defer liquidation or distribution of the Partnership's assets for a reasonable
time if it determines that an immediate sale of all or some of the Partnership's
assets would be impractical or would cause undue loss to the Partners. The
Liquidator may, in its absolute discretion, distribute the Partnership's assets,
in whole or in part, in kind if it determines that a sale would be impractical
or would cause undue loss to the Partners.

(b) Discharge of Liabilities. Liabilities of the Partnership include amounts
owed to Partners otherwise than in respect of their distribution rights under
Article VI. With respect to any liability that is contingent, conditional or
unmatured or is otherwise not yet due and payable, the Liquidator shall either
settle such claim for such amount as it thinks appropriate or establish a
reasonable reserve of cash or other assets to provide for its payment. When
paid, any unused portion of the reserve shall be distributed as additional
liquidation proceeds.

(c) Liquidation Distributions. All property and all cash in excess of that
required to discharge liabilities as provided in Section 12.4(b) shall be
distributed to the Partners in accordance with, and to the extent of, the
positive balances in their respective Capital Accounts, as determined after
taking into account all Capital Account adjustments (other than those made by
reason of distributions pursuant to this Section 12.4(c)) for the taxable year
of the Partnership during which the liquidation of the Partnership occurs (with
such date of occurrence being determined pursuant to Treasury Regulation Section
1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such
taxable year (or, if later, within 90 days after said date of such occurrence).

12.5     Cancellation of Certificate of Limited Partnership.

         Upon the completion of the distribution of Partnership cash and
property as provided in Section 12.4 in connection with the liquidation of the
Partnership, the Partnership shall be terminated and the Certificate of Limited
Partnership and all qualifications of the Partnership as a foreign limited
partnership in jurisdictions other than the State of Delaware shall be canceled
and such other actions as may be necessary to terminate the Partnership shall be
taken.

12.6     Return of Contributions.

         The General Partner shall not be personally liable for, and shall have
no obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate, the return of the Capital Contributions of the Limited
Partners, or any portion thereof, it being expressly understood that any such
return shall be made solely from Partnership assets.

<PAGE> 57

12.7     Waiver of Partition.

         To the maximum extent permitted by law, each Partner hereby waives any
right to partition of the Partnership property.

12.8     Capital Account Restoration.

         No Limited Partner shall have any obligation to restore any negative
balance in its Capital Account upon liquidation of the Partnership. The General
Partner shall be obligated to restore any negative balance in its Capital
Account upon liquidation of its interest in the Partnership by the end of the
taxable year of the Partnership during which such liquidation occurs, or, if
later, within 90 days after the date of such liquidation.

                                  ARTICLE XIII
                       AMENDMENT OF PARTNERSHIP AGREEMENT;
                              MEETINGS; RECORD DATE

13.1     Amendment to be Adopted Solely by the General Partner.

         Each Partner agrees that the General Partner, without the approval of
any Partner or Assignee, may amend any provision of this Agreement and execute,
swear to, acknowledge, deliver, file and record whatever documents may be
required in connection therewith, to reflect:

(a) a change in the name of the Partnership, the location of the principal place
of business of the Partnership, the registered agent of the Partnership or the
registered office of the Partnership;

(b) admission, substitution, withdrawal or removal of Partners in accordance
with this Agreement;

(c) a change that, in the sole discretion of the General Partner, is necessary
or advisable to qualify or continue the qualification of the Partnership as a
limited partnership or a partnership in which the Limited Partners have limited
liability under the laws of any state or to ensure that no Group Member will be
treated as an association taxable as a corporation or otherwise taxed as an
entity for federal income tax purposes;

(d) a change that, in the discretion of the General Partner, (i) does not
adversely affect the Limited Partners in any material respect, (ii) is necessary
or advisable (A) to satisfy any requirements, conditions or guidelines contained
in any opinion, directive, order, ruling or regulation of any federal or state
agency or judicial authority or contained in any federal or state statute
(including the Delaware Act), (B) to facilitate the trading of Limited Partner
Interests (including the division of any class or classes of Outstanding Limited
Partner Interests into different classes to facilitate uniformity of tax
consequences within such classes of Limited Partner Interests) or comply with
any rule, regulation, guideline or requirement of any National Securities
Exchange on which Limited Partner Interests are or will be listed for trading,
compliance with any of which the General Partner determines in its discretion to
be in the best interests of the Partnership and the Limited Partners or (C) in
connection with action taken by the General Partner pursuant to Section 5.7, or
(iii) is required to effect the intent expressed in the Registration Statement
or the Proxy Statement or the intent of the provisions of this Agreement or is
otherwise contemplated by this Agreement;

(e) a change in the fiscal year or taxable year of the Partnership and any
changes that, in the discretion of the General Partner, are necessary or
advisable as a result of a change in the fiscal year or taxable year of the
Partnership including, if the General Partner shall so determine, a change in
the definition of "Quarter" and the dates on which distributions are to be made
by the Partnership;

(f) an amendment that is necessary, in the Opinion of Counsel, to prevent the
Partnership or the General Partner or its directors, officers, trustees or
agents from in any manner being subjected to the provisions of the Investment
Company Act of 1940, as amended, the Investment Advisers Act of 1940, as
amended, or "plan asset" regulations adopted under the Employee Retirement
Income Security Act of 1974, as amended, regardless of whether

<PAGE> 58

such are substantially similar to plan asset regulations currently applied or
proposed by the United States Department of Labor;

(g) an amendment that, in the discretion of the General Partner, is necessary or
advisable in connection with the authorization of issuance of any class or
series of Partnership Securities pursuant to Section 5.5;

(h) any amendment expressly permitted in this Agreement to be made by the
General Partner acting alone;

(i) an amendment effected, necessitated or contemplated by a Merger Agreement
approved in accordance with Section 14.3;

(j) an amendment that, in the discretion of the General Partner, is necessary or
advisable to reflect, account for and deal with appropriately the formation by
the Partnership of, or investment by the Partnership in, any corporation,
partnership, joint venture, limited liability company or other entity, in
connection with the conduct by the Partnership of activities permitted by the
terms of Section 2.4;

(k) a merger or conveyance pursuant to Section 14.3(d); or

(l) any other amendments substantially similar to the foregoing.

13.2     Amendment Procedures.

         Except as provided in Sections 13.1 and 13.3, all amendments to this
Agreement shall be made in accordance with the following requirements.
Amendments to this Agreement may be proposed only by or with the consent of the
General Partner, which consent may be given or withheld in its sole discretion.
A proposed amendment shall be effective upon its approval by the holders of a
Majority Interest, unless a greater or different percentage is required under
this Agreement or by Delaware law. Each proposed amendment that requires the
approval of the holders of a specified percentage of Outstanding Limited Partner
Interests shall be set forth in a writing that contains the text of the proposed
amendment. If such an amendment is proposed, the General Partner shall seek the
written approval of the requisite percentage of Outstanding Limited Partner
Interests or call a meeting of the Limited Partners to consider and vote on such
proposed amendment. The General Partner shall notify all Record Holders upon
final adoption of any such proposed amendments.

13.3     Amendment Requirements.

(a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of
this Agreement that establishes a percentage of Outstanding Limited Partner
Interests (including Limited Partner Interests deemed owned by the General
Partner) required to take any action shall be amended, altered, changed,
repealed or rescinded in any respect that would have the effect of reducing such
voting percentage unless such amendment is approved by the written consent or
the affirmative vote of holders of Outstanding Limited Partner Interests
(including Limited Partner Interests deemed owned by the General Partner) whose
aggregate Outstanding Limited Partner Interests constitute not less than the
voting requirement sought to be reduced.

(b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to
this Agreement may (i) enlarge the obligations of any Limited Partner without
its consent, unless such shall be deemed to have occurred as a result of an
amendment approved pursuant to Section 13.3(c), (ii) enlarge the obligations of,
restrict in any way any action by or rights of, or reduce in any way the amounts
distributable, reimbursable or otherwise payable to, the General Partner or any
of its Affiliates without its consent, which may be given or withheld in its
sole discretion, (iii) change Section 12.1(a) or 12.1(c), or (iv) change the
term of the Partnership or, except as set forth in Section 12.1(c) or 12.1(e),
give any Person the right to dissolve the Partnership.

(c) Except as provided in Section 14.3, and except as otherwise provided, and
without limitation of the General Partner's authority to adopt amendments to
this Agreement as contemplated in Section 13.1, any amendment that would have a
material adverse effect on the rights or preferences of any class of Partnership
Interests in relation to

<PAGE> 59

other classes of Partnership Interests must be approved by the holders of not
less than a majority of the Outstanding Partnership Interests of the class
affected.

(d) Notwithstanding any other provision of this Agreement, except for amendments
pursuant to Section 7.3 or 13.1 and except as otherwise provided by Section
14.3(b), no amendments shall become effective without the approval of the
holders of a Ninety Percent Interest unless the Partnership obtains an Opinion
of Counsel to the effect that such amendment will not affect the limited
liability of any Limited Partner under applicable law.

(e) Except as provided in Section 13.1, this Section 13.3 shall only be amended
with the approval of the holders of a Ninety Percent Interest.

13.4     Special Meetings.

         All acts of Limited Partners to be taken pursuant to this Agreement
shall be taken in the manner provided in this Article XIII. Special meetings of
the Limited Partners may be called by the General Partner or by Limited Partners
owning 20% or more of the Outstanding Limited Partner Interests of the class or
classes for which a meeting is proposed and which are entitled to vote thereat.
Limited Partners shall call a special meeting by delivering to the General
Partner one or more requests in writing stating that the signing Limited
Partners wish to call a special meeting and indicating the general or specific
purposes for which the special meeting is to be called. Within 60 days after
receipt of such a call from Limited Partners or within such greater time as may
be reasonably necessary for the Partnership to comply with any statutes, rules,
regulations, listing agreements or similar requirements governing the holding of
a meeting or the solicitation of proxies for use at such a meeting, the General
Partner shall send a notice of the meeting to the Limited Partners either
directly or indirectly through the Transfer Agent. A meeting shall be held at a
time and place determined by the General Partner on a date not less than 10 days
nor more than 60 days after the mailing of notice of the meeting. Limited
Partners shall not vote on matters that would cause the Limited Partners to be
deemed to be taking part in the management and control of the business and
affairs of the Partnership so as to jeopardize the Limited Partners' limited
liability under the Delaware Act or the law of any other state in which the
Partnership is qualified to do business.

13.5     Notice of a Meeting.

         Notice of a meeting called pursuant to Section 13.4 shall be given to
the Record Holders of the class or classes of Limited Partner Interests for
which a meeting is proposed in writing by mail or other means of written
communication in accordance with Section 16.1. The notice shall be deemed to
have been given at the time when deposited in the mail or sent by other means of
written communication.

13.6     Record Date.

         For purposes of determining the Limited Partners entitled to notice of
or to vote at a meeting of the Limited Partners or to give approvals without a
meeting as provided in Section 13.11, the General Partner may set a Record Date,
which shall not be less than 10 nor more than 60 days before (a) the date of the
meeting (unless such requirement conflicts with any rule, regulation, guideline
or requirement of any National Securities Exchange on which Limited Partner
Interests are listed for trading, in which case the rule, regulation, guideline
or requirement of such exchange shall govern) or (b) in the event that approvals
are sought without a meeting, the date by which Limited Partners are requested
in writing by the General Partner to give such approvals.

13.7     Adjournment.

         When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting and a new Record Date need not be fixed, if
the time and place thereof are announced at the meeting at which the adjournment
is taken, unless such adjournment shall be for more than 45 days. At the
adjourned meeting, the Partnership may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than 45
days or if a new Record Date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given in accordance with this Article XIII.

<PAGE> 60

13.8     Waiver of Notice; Approval of Meeting; Approval of Minutes.

         The transactions of any meeting of Limited Partners, however called and
noticed, and whenever held, shall be as valid as if occurred at a meeting duly
held after regular call and notice, if a quorum is present either in person or
by proxy, and if, either before or after the meeting, Limited Partners
representing such quorum who were present in person or by proxy and entitled to
vote, sign a written waiver of notice or an approval of the holding of the
meeting or an approval of the minutes thereof. All waivers and approvals shall
be filed with the Partnership records or made a part of the minutes of the
meeting. Attendance of a Limited Partner at a meeting shall constitute a waiver
of notice of the meeting, except when the Limited Partner does not approve, at
the beginning of the meeting, of the transaction of any business because the
meeting is not lawfully called or convened; and except that attendance at a
meeting is not a waiver of any right to disapprove the consideration of matters
required to be included in the notice of the meeting, but not so included, if
the disapproval is expressly made at the meeting.

13.9     Quorum.

         The holders of a majority of the Outstanding Limited Partner Interests
(including Limited Partner Interests deemed owned by the General Partner) of the
class or classes for which a meeting has been called and which are entitled to
vote represented in person or by proxy shall constitute a quorum at a meeting of
Limited Partners of such class or classes unless any such action by the Limited
Partners requires approval by holders of a greater percentage of such Limited
Partner Interests, in which case the quorum shall be such greater percentage. At
any meeting of the Limited Partners duly called and held in accordance with this
Agreement at which a quorum is present, the act of Limited Partners holding
Outstanding Limited Partner Interests (including Limited Partner Interests
deemed owned by the General Partner) that in the aggregate represent a majority
of the Outstanding Limited Partner Interests (including Limited Partner
Interests deemed owned by the General Partner) entitled to vote and be present
in person or by proxy at such meeting shall be deemed to constitute the act of
all Limited Partners, unless a greater or different percentage is required with
respect to such action under the provisions of this Agreement, in which case the
act of the Limited Partners holding Outstanding Limited Partner Interests
(including Limited Partner Interests deemed owned by the General Partner) that
in the aggregate represent at least such greater or different percentage shall
be required. The Limited Partners present at a duly called or held meeting at
which a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Limited Partners to leave less than a
quorum, if any action taken (other than adjournment) is approved by the required
percentage of Outstanding Limited Partner Interests (including Limited Partner
Interests deemed owned by the General Partner) specified in this Agreement. In
the absence of a quorum any meeting of Limited Partners may be adjourned from
time to time by the affirmative vote of holders of at least a majority of the
Outstanding Limited Partner Interests (including Limited Partner Interests
deemed owned by the General Partner) entitled to vote at such meeting
represented either in person or by proxy, but no other business may be
transacted, except as provided in Section 13.7.

13.10    Conduct of a Meeting.

         The General Partner shall have full power and authority concerning the
manner of conducting any meeting of the Partners or solicitation of approvals in
writing, including the determination of Persons entitled to vote, the existence
of a quorum, the satisfaction of the requirements of Section 13.4, the conduct
of voting, the validity and effect of any proxies and the determination of any
controversies, votes or challenges arising in connection with or during the
meeting or voting. The General Partner shall designate a Person to serve as
chairman of any meeting and shall further designate a Person to take the minutes
of any meeting. All minutes shall be kept with the records of the Partnership
maintained by the General Partner. The General Partner may make such other
regulations consistent with applicable law and this Agreement as it may deem
advisable concerning the conduct of any meeting of the Partners or solicitation
of approvals in writing, including regulations in regard to the appointment of
proxies, the appointment and duties of inspectors of votes and approvals, the
submission and examination of proxies and other evidence of the right to vote,
and the revocation of approvals in writing.

<PAGE> 61

13.11    Action Without a Meeting.

         If authorized by the General Partner, any action that may be taken at a
meeting of the Limited Partners may be taken without a meeting if an approval in
writing setting forth the action so taken is signed by Limited Partners owning
not less than the minimum percentage of the Outstanding Limited Partner
Interests (including Limited Partner Interests deemed owned by the General
Partner) that would be necessary to authorize or take such action at a meeting
at which all the Limited Partners were present and voted (unless such provision
conflicts with any rule, regulation, guideline or requirement of any National
Securities Exchange on which Limited Partner Interests are listed for trading,
in which case the rule, regulation, guideline or requirement of such exchange
shall govern). Prompt notice of the taking of action without a meeting shall be
given to the Limited Partners who have not approved in writing. The General
Partner may specify that any written ballot submitted to Limited Partners for
the purpose of taking any action without a meeting shall be returned to the
Partnership within the time period, which shall be not less than 20 days,
specified by the General Partner. If a ballot returned to the Partnership does
not vote all of the Limited Partner Interests held by a Limited Partner the
Partnership shall be deemed to have failed to receive a ballot for the Limited
Partner Interests that were not voted. If approval of the taking of any action
by the Limited Partners is solicited by any Person other than by or on behalf of
the General Partner, the written approvals shall have no force and effect unless
and until (a) they are deposited with the Partnership in care of the General
Partner, (b) approvals sufficient to take the action proposed are dated as of a
date not more than 90 days prior to the date sufficient approvals are deposited
with the Partnership and (c) an Opinion of Counsel is delivered to the General
Partner to the effect that the exercise of such right and the action proposed to
be taken with respect to any particular matter (i) will not cause the Limited
Partners to be deemed to be taking part in the management and control of the
business and affairs of the Partnership so as to jeopardize the Limited
Partners' limited liability, and (ii) is otherwise permissible under the state
statutes then governing the rights, duties and liabilities of the Partnership
and the Partners.

13.12    Voting and Other Rights.

(a) Only those Record Holders of the Limited Partner Interests on the Record
Date set pursuant to Section 13.6 (and also subject to the limitations contained
in the definition of "Outstanding") shall be entitled to notice of, and to vote
at, a meeting of Limited Partners or to act with respect to matters as to which
the holders of the Outstanding Limited Partner Interests have the right to vote
or to act. All references in this Agreement to votes of, or other acts that may
be taken by, the Outstanding Limited Partner Interests shall be deemed to be
references to the votes or acts of the Record Holders of such Outstanding
Limited Partner Interests.

(b) With respect to Limited Partner Interests that are held for a Person's
account by another Person (such as a broker, dealer, bank, trust company or
clearing corporation, or an agent of any of the foregoing), in whose name such
Limited Partner Interests are registered, such other Person shall, in exercising
the voting rights in respect of such Limited Partner Interests on any matter,
and unless the arrangement between such Persons provides otherwise, vote such
Limited Partner Interests in favor of, and at the direction of, the Person who
is the beneficial owner, and the Partnership shall be entitled to assume it is
so acting without further inquiry. The provisions of this Section 13.12(b) (as
well as all other provisions of this Agreement) are subject to the provisions of
Section 4.3.

                                  ARTICLE XIV
                                     MERGER

14.1     Authority.

         The Partnership may merge or consolidate with one or more corporations,
limited liability companies, business trusts or associations, real estate
investment trusts, common law trusts or unincorporated businesses, including a
general partnership or limited partnership, formed under the laws of the State
of Delaware or any other state of the United States of America, pursuant to a
written agreement of merger or consolidation ("Merger Agreement") in accordance
with this Article XIV.

<PAGE> 62

14.2     Procedure for Merger or Consolidation.

         Merger or consolidation of the Partnership pursuant to this Article XIV
requires the prior approval of the General Partner. If the General Partner shall
determine, in the exercise of its discretion, to consent to the merger or
consolidation, the General Partner shall approve the Merger Agreement, which
shall set forth:

(a) The names and jurisdictions of formation or organization of each of the
business entities proposing to merge or consolidate;

(b) The name and jurisdiction of formation or organization of the business
entity that is to survive the proposed merger or consolidation (the "Surviving
Business Entity");

(c) The terms and conditions of the proposed merger or consolidation;

(d) The manner and basis of exchanging or converting the equity securities of
each constituent business entity for, or into, cash, property or general or
limited partner interests, rights, securities or obligations of the Surviving
Business Entity; and (i) if any general or limited partner interests, securities
or rights of any constituent business entity are not to be exchanged or
converted solely for, or into, cash, property or general or limited partner
interests, rights, securities or obligations of the Surviving Business Entity,
the cash, property or general or limited partner interests, rights, securities
or obligations of any limited partnership, corporation, trust or other entity
(other than the Surviving Business Entity) which the holders of such general or
limited partner interests, securities or rights are to receive in exchange for,
or upon conversion of their general or limited partner interests, securities or
rights, and (ii) in the case of securities represented by certificates, upon the
surrender of such certificates, which cash, property or general or limited
partner interests, rights, securities or obligations of the Surviving Business
Entity or any general or limited partnership, corporation, trust or other entity
(other than the Surviving Business Entity), or evidences thereof, are to be
delivered;

(e) A statement of any changes in the constituent documents or the adoption of
new constituent documents (the articles or certificate of incorporation,
articles of trust, declaration of trust, certificate or agreement of limited
partnership, certificate of formation or limited liability company agreement or
other similar charter or governing document) of the Surviving Business Entity to
be effected by such merger or consolidation;

(f) The effective time of the merger, which may be the date of the filing of the
certificate of merger pursuant to Section 14.4 or a later date specified in or
determinable in accordance with the Merger Agreement (provided, that if the
effective time of the merger is to be later than the date of the filing of the
certificate of merger, the effective time shall be fixed no later than the time
of the filing of the certificate of merger and stated therein); and

(g) Such other provisions with respect to the proposed merger or consolidation
as are deemed necessary or appropriate by the General Partner.

14.3     Approval by Limited Partners of Merger or Consolidation.

(a) Except as provided in Section 14.3(d), the General Partner, upon its
approval of the Merger Agreement, shall direct that the Merger Agreement be
submitted to a vote of the Limited Partners, whether at a special meeting or by
written consent, in either case in accordance with the requirements of Article
XIII. A copy or a summary of the Merger Agreement shall be included in or
enclosed with the notice of a special meeting or the written consent.

(b) Except as provided in Section 14.3(d), the Merger Agreement shall be
approved upon receiving the affirmative vote or consent of the holders of a
Majority Interest unless the Merger Agreement contains any provision that, if
contained in an amendment to this Agreement, the provisions of this Agreement or
the Delaware Act would require the vote or consent of a greater percentage of
the Outstanding Limited Partner Interests or of any class of Limited Partners,
in which case such greater percentage vote or consent shall be required for
approval of the Merger Agreement.

<PAGE> 63

(c) Except as provided in Section 14.3(d), after such approval by vote or
consent of the Limited Partners, and at any time prior to the filing of the
certificate of merger pursuant to Section 14.4, the merger or consolidation may
be abandoned pursuant to provisions therefor, if any, set forth in the Merger
Agreement.

(d) Notwithstanding anything else contained in this Article XIV or in this
Agreement, the General Partner is permitted, in its discretion, without Limited
Partner approval, to merge the Partnership or any Group Member into, or convey
all of the Partnership's assets to, another limited liability entity which shall
be newly formed and shall have no assets, liabilities or operations at the time
of such Merger other than those it receives from the Partnership or other Group
Member if (i) the General Partner has received an Opinion of Counsel that the
merger or conveyance, as the case may be, would not result in the loss of the
limited liability of any Limited Partner or any limited partner in Genesis OLP
or cause the Partnership or Genesis OLP to be treated as an association taxable
as a corporation or otherwise to be taxed as an entity for federal income tax
purposes (to the extent not previously treated as such), (ii) the sole purpose
of such merger or conveyance is to effect a mere change in the legal form of the
Partnership into another limited liability entity and (iii) the governing
instruments of the new entity provide the Limited Partners and the General
Partner with the same rights and obligations as are herein contained.

14.4     Certificate of Merger.

         Upon the required approval by the General Partner and the Limited
Partners of a Merger Agreement, a certificate of merger shall be executed and
filed with the Secretary of State of the State of Delaware in conformity with
the requirements of the Delaware Act.

14.5     Effect of Merger.

(a)      At the effective time of the certificate of merger:

         (i) all of the rights, privileges and powers of each of the business
         entities that has merged or consolidated, and all property, real,
         personal and mixed, and all debts due to any of those business entities
         and all other things and causes of action belonging to each of those
         business entities shall be vested in the Surviving Business Entity and
         after the merger or consolidation shall be the property of the
         Surviving Business Entity to the extent they were of each constituent
         business entity;

         (ii) the title to any real property vested by deed or otherwise in any
         of those constituent business entities shall not revert and is not in
         any way impaired because of the merger or consolidation;

         (iii) all rights of creditors and all liens on or security interests in
         property of any of those constituent business entities shall be
         preserved unimpaired; and

         (iv) all debts, liabilities and duties of those constituent business
         entities shall attach to the Surviving Business Entity, and may be
         enforced against it to the same extent as if the debts, liabilities and
         duties had been incurred or contracted by it.

(b)      A merger or consolidation effected pursuant to this Article XIV shall
         not be deemed to result in a transfer or assignment of assets or
         liabilities from one entity to another.

                                   ARTICLE XV
                   RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

15.1     Right to Acquire Limited Partner Interests.

(a) Notwithstanding any other provision of this Agreement, if at any time not
more than 20% of the total Limited Partner Interests of any class then
Outstanding are held by Persons other than the General Partner and its
Affiliates, the General Partner shall then have the right, which right it may
assign and transfer in whole or in part to the Partnership or any Affiliate of
the General Partner, exercisable in its sole discretion, to purchase all, but
not less than all,

<PAGE> 64

of such Limited Partner Interests of such class then
Outstanding held by Persons other than the General Partner and its Affiliates,
at the greater of (x) the Current Market Price as of the date three days prior
to the date that the notice described in Section 15.1(b) is mailed and (y) the
highest price paid by the General Partner or any of its Affiliates for any such
Limited Partner Interest of such class purchased during the 90-day period
preceding the date that the notice described in Section 15.1(b) is mailed. As
used in this Agreement, (i) "Current Market Price" as of any date of any class
of Limited Partner Interests listed or admitted to trading on any National
Securities Exchange means the average of the daily Closing Prices (as
hereinafter defined) per Limited Partner Interest of such class for the 20
consecutive Trading Days (as hereinafter defined) immediately prior to such
date; (ii) "Closing Price" for any day means the last sale price on such day,
regular way, or in case no such sale takes place on such day, the average of the
closing bid and asked prices on such day, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted for trading on the principal National
Securities Exchange (other than the Nasdaq Stock Market) on which such Limited
Partner Interests of such class are listed or admitted to trading or, if such
Limited Partner Interests of such class are not listed or admitted to trading on
any National Securities Exchange (other than the Nasdaq Stock Market), the last
quoted price on such day or, if not so quoted, the average of the high bid and
low asked prices on such day in the over-the-counter market, as reported by the
Nasdaq Stock Market or such other system then in use, or, if on any such day
such Limited Partner Interests of such class are not quoted by any such
organization, the average of the closing bid and asked prices on such day as
furnished by a professional market maker making a market in such Limited Partner
Interests of such class selected by the General Partner, or if on any such day
no market maker is making a market in such Limited Partner Interests of such
class, the fair value of such Limited Partner Interests on such day as
determined reasonably and in good faith by the General Partner; and (iii)
"Trading Day" means a day on which the principal National Securities Exchange on
which such Limited Partner Interests of any class are listed or admitted to
trading is open for the transaction of business or, if Limited Partner Interests
of a class are not listed or admitted to trading on any National Securities
Exchange, a day on which banking institutions in New York City generally are
open.

(b) If the General Partner, any Affiliate of the General Partner or the
Partnership elects to exercise the right to purchase Limited Partner Interests
granted pursuant to Section 15.1(a), the General Partner shall deliver to the
Transfer Agent notice of such election to purchase (the "Notice of Election to
Purchase") and shall cause the Transfer Agent to mail a copy of such Notice of
Election to Purchase to the Record Holders of Limited Partner Interests of such
class (as of a Record Date selected by the General Partner) at least 10, but not
more than 60, days prior to the Purchase Date. Such Notice of Election to
Purchase shall also be published for a period of at least three consecutive days
in at least two daily newspapers of general circulation printed in the English
language and published in the Borough of Manhattan, New York. The Notice of
Election to Purchase shall specify the Purchase Date and the price (determined
in accordance with Section 15.1(a)) at which Limited Partner Interests will be
purchased and state that the General Partner, its Affiliate or the Partnership,
as the case may be, elects to purchase such Limited Partner Interests, upon
surrender of Certificates representing such Limited Partner Interests in
exchange for payment, at such office or offices of the Transfer Agent as the
Transfer Agent may specify, or as may be required by any National Securities
Exchange on which such Limited Partner Interests are listed or admitted to
trading. Any such Notice of Election to Purchase mailed to a Record Holder of
Limited Partner Interests at his address as reflected in the records of the
Transfer Agent shall be conclusively presumed to have been given regardless of
whether the owner receives such notice. On or prior to the Purchase Date, the
General Partner, its Affiliate or the Partnership, as the case may be, shall
deposit with the Transfer Agent cash in an amount sufficient to pay the
aggregate purchase price of all of such Limited Partner Interests to be
purchased in accordance with this Section 15.1. If the Notice of Election to
Purchase shall have been duly given as aforesaid at least 10 days prior to the
Purchase Date, and if on or prior to the Purchase Date the deposit described in
the preceding sentence has been made for the benefit of the holders of Limited
Partner Interests subject to purchase as provided herein, then from and after
the Purchase Date, notwithstanding that any Certificate shall not have been
surrendered for purchase, all rights of the holders of such Limited Partner
Interests (including any rights pursuant to Articles IV, V, VI, and XII) shall
thereupon cease, except the right to receive the purchase price (determined in
accordance with Section 15.1(a)) for Limited Partner Interests therefor, without
interest, upon surrender to the Transfer Agent of the Certificates representing
such Limited Partner Interests, and such Limited Partner Interests shall
thereupon be deemed to be transferred to the General Partner, its Affiliate or
the Partnership, as the case may be, on the record books of the Transfer Agent
and the Partnership, and the General Partner or any Affiliate of the General
Partner, or the Partnership, as the case may be, shall be deemed to be the owner
of all such Limited Partner Interests from and after the Purchase Date and shall
have all rights as the owner of such Limited Partner Interests (including all
rights as owner of such Limited Partner Interests pursuant to Articles IV, V, VI
and XII).

<PAGE> 65

(c) At any time from and after the Purchase Date, a holder of an Outstanding
Limited Partner Interest subject to purchase as provided in this Section 15.1
may surrender his Certificate evidencing such Limited Partner Interest to the
Transfer Agent in exchange for payment of the amount described in Section
15.1(a), therefor, without interest thereon.

                                  ARTICLE XVI
                               GENERAL PROVISIONS

16.1     Addresses and Notices.

         Any notice, demand, request, report or proxy materials required or
permitted to be given or made to a Partner or Assignee under this Agreement
shall be in writing and shall be deemed given or made when delivered in person
or when sent by first class United States mail or by other means of written
communication to the Partner or Assignee at the address described below. Any
notice, payment or report to be given or made to a Partner or Assignee hereunder
shall be deemed conclusively to have been given or made, and the obligation to
give such notice or report or to make such payment shall be deemed conclusively
to have been fully satisfied, upon sending of such notice, payment or report to
the Record Holder of such Partnership Security at his address as shown on the
records of the Transfer Agent or as otherwise shown on the records of the
Partnership, regardless of any claim of any Person who may have an interest in
such Partnership Security by reason of any assignment or otherwise. An affidavit
or certificate of making of any notice, payment or report in accordance with the
provisions of this Section 16.1 executed by the General Partner, the Transfer
Agent or the mailing organization shall be prima facie evidence of the giving or
making of such notice, payment or report. If any notice, payment or report
addressed to a Record Holder at the address of such Record Holder appearing on
the books and records of the Transfer Agent or the Partnership is returned by
the United States Post Office marked to indicate that the United States Postal
Service is unable to deliver it, such notice, payment or report and any
subsequent notices, payments and reports shall be deemed to have been duly given
or made without further mailing (until such time as such Record Holder or
another Person notifies the Transfer Agent or the Partnership of a change in his
address) if they are available for the Partner or Assignee at the principal
office of the Partnership for a period of one year from the date of the giving
or making of such notice, payment or report to the other Partners and Assignees.
Any notice to the Partnership shall be deemed given if received by the General
Partner at the principal office of the Partnership designated pursuant to
Section 2.3. The General Partner may rely and shall be protected in relying on
any notice or other document from a Partner, Assignee or other Person if
believed by it to be genuine.

16.2     Further Action.

         The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.

16.3     Binding Effect.

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.

16.4     Integration.

         This Agreement constitutes the entire agreement among the parties
hereto pertaining to the subject matter hereof and supersedes all prior
agreements and understandings pertaining thereto.

<PAGE> 66

16.5     Creditors.

         None of the provisions of this Agreement shall be for the benefit of,
or shall be enforceable by, any creditor of the Partnership.

16.6     Waiver.

         No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach of any other covenant, duty, agreement or condition.

16.7     Counterparts.

         This Agreement may be executed in counterparts, all of which together
shall constitute an agreement binding on all the parties hereto, notwithstanding
that all such parties are not signatories to the original or the same
counterpart. Each party shall become bound by this Agreement immediately upon
affixing its signature hereto or, in the case of a Person acquiring a Limited
Partner Interest, upon accepting the certificate evidencing such Limited Partner
Interest or executing and delivering a Transfer Application as herein described,
independently of the signature of any other party.

16.8     Applicable Law.

         This Agreement shall be construed in accordance with and governed by
the laws of the State of Delaware, without regard to the principles of conflicts
of law.

16.9     Invalidity of Provisions.

         If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

16.10    Consent of Partners.

         Each Partner hereby expressly consents and agrees that, whenever in
this Agreement it is specified that an action may be taken upon the affirmative
vote or consent of less than all of the Partners, such action may be so taken
upon the concurrence of less than all of the Partners and each Partner shall be
bound by the results of such action.

               [Remainder of Page Intentionally Left Blank]



<PAGE> 67



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



                              GENERAL PARTNER

                              GENESIS ENERGY, INC.


                              By: \s\ Mark J. Gorman
                              -------------------------
                              Name: Mark J. Gorman
                              Title: President and Chief Executive Officer


                              LIMITED PARTNERS
                              All Limited Partners previously and hereafter
                              admitted as Limited Partners of the
                              Partnership, pursuant to powers of attorney
                              previously and hereafter executed in favor of, and
                              granted and delivered to the General Partner.


                              By: GENESIS ENERGY, INC.
                                  General Partner, as attorney-in-fact for
                                  all Limited Partners pursuant to the Powers
                                  of Attorney granted pursuant to Section 2.6.


                              By: \s\ Mark J. Gorman
                              --------------------------
                              Name: Mark J. Gorman
                              Title: President and Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102for66.txt
<DESCRIPTION>FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNESHIP OF GENESIS CRUDE OIL, L.P.
<TEXT>

                           FOURTH AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                             GENESIS CRUDE OIL, L.P.



<PAGE>

<TABLE>
<CAPTION>



                                TABLE OF CONTENTS

                                                                                                                 Page
<S>                                                                                                              <C>

ARTICLE I DEFINITIONS
   1.1      Definitions...........................................................................................2
   1.2      Construction.........................................................................................10
ARTICLE II ORGANIZATION
   2.1      Continuation of Existence............................................................................10
   2.2      Name.................................................................................................10
   2.3      Registered Office; Registered Agent; Principal Office; Other Offices.................................11
   2.4      Purpose and Business.................................................................................11
   2.5      Powers...............................................................................................11
   2.6      Power of Attorney....................................................................................11
   2.7      Term.................................................................................................12
   2.8      Title to Partnership Assets..........................................................................12
ARTICLE III RIGHTS OF LIMITED PARTNERS
   3.1      Limitation of Liability..............................................................................13
   3.2      Management of Business...............................................................................13
   3.3      Outside Activities of Limited Partners...............................................................13
   3.4      Rights of Limited Partners...........................................................................13
ARTICLE IV TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
   4.1      Transfer Generally...................................................................................14
   4.2      Transfer of General Partner's Partnership Interest...................................................14
   4.3      Transfer of a Limited Partner Interest...............................................................14
   4.4      Restrictions on Transfers............................................................................15
   4.5      Elimination and Cancellation of Subordinated LP Units and APIs.......................................15
   4.6      Conversion of General Partner Interests..............................................................15
ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
   5.1      Previous Capital Contributions.......................................................................15
   5.2      Additional Contributions by General Partner..........................................................15
   5.3      Interest and Withdrawal..............................................................................15
   5.4      Capital Accounts.....................................................................................16
   5.5      Issuances of Additional Partnership Securities.......................................................17
   5.6      Limited Preemptive Right.............................................................................18
   5.7      Fully Paid and Non-Assessable Nature of Limited Partner Interests....................................18
ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS
   6.1      Allocations for Capital Account Purposes.............................................................18
   6.2      Allocations for Tax Purposes.........................................................................21
   6.3      Requirement and Characterization of Distributions; Distributions to Record Holders...................23
   6.4      Distributions of Available Cash from Operating Surplus...............................................23
   6.5      Distributions of Available Cash from Capital Surplus.................................................23
ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS
   7.1      Management...........................................................................................24
   7.2      Certificate of Limited Partnership...................................................................25
   7.3      Restrictions on the General Partner's Authority......................................................25
   7.4      Reimbursement of the General Partner.................................................................26
   7.5      Outside Activities...................................................................................26
   7.6      Loans from the General Partner; Loans or Contributions from the Partnership; Contracts with
            Affiliates; Certain Restrictions on the General Partner..............................................27
   7.7      Indemnification......................................................................................28
   7.8      Liability of Indemnitees.............................................................................29
   7.9      Resolution of Conflicts of Interest..................................................................30
   7.10     Other Matters Concerning the General Partner.........................................................31
   7.11     Reliance by Third Parties............................................................................31
ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS
   8.1      Records and Accounting...............................................................................32
   8.2      Fiscal Year..........................................................................................32
ARTICLE IX TAX MATTERS
   9.1      Tax Returns and Information..........................................................................32
   9.2      Tax Elections........................................................................................32
   9.3      Tax Controversies....................................................................................32
   9.4      Withholding..........................................................................................32
ARTICLE X ADMISSION OF PARTNERS
   10.1     Status of General Partner............................................................................33
   10.2     Admission of Successor General Partner...............................................................33
   10.3     Admission of Substituted Limited Partner.............................................................33
   10.4     Admission of Additional Limited Partners.............................................................33
   10.5     Amendment of Agreement and Certificate of Limited Partnership........................................34
ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS
   11.1     Withdrawal of the General Partner....................................................................34
   11.2     Removal of the General Partner.......................................................................35
   11.3     Interest of Departing Partner........................................................................35
   11.4     Withdrawal of Limited Partners.......................................................................35
ARTICLE XII DISSOLUTION AND LIQUIDATION
   12.1     Dissolution..........................................................................................36
   12.2     Continuation of the Business of the Partnership After Dissolution....................................36
   12.3     Liquidator...........................................................................................37
   12.4     Liquidation..........................................................................................37
   12.5     Cancellation of Certificate of Limited Partnership...................................................38
   12.6     Return of Contributions..............................................................................38
   12.7     Waiver of Partition..................................................................................38
   12.8     Capital Account Restoration..........................................................................38
ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS
   13.1     Amendment to be Adopted Solely by General Partner....................................................38
   13.2     Amendment Procedures.................................................................................39
ARTICLE XIV MERGER
   14.1     Authority............................................................................................39
   14.2     Procedure for Merger or Consolidation................................................................40
   14.3     Approval by Limited Partners of Merger or Consolidation..............................................40
   14.4     Certificate of Merger................................................................................41
   14.5     Effect of Merger.....................................................................................41
ARTICLE XV GENERAL PROVISIONS
   15.1     Addresses and Notices................................................................................41
   15.2     Further Action.......................................................................................42
   15.3     Binding Effect.......................................................................................42
   15.4     Integration..........................................................................................42
   15.5     Creditors............................................................................................42
   15.6     Waiver...............................................................................................42
   15.7     Counterparts.........................................................................................42
   15.8     Applicable Law.......................................................................................42
   15.9     Invalidity of Provisions.............................................................................42
   15.10    Consent of Partners..................................................................................42

</TABLE>



<PAGE>






          FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                             GENESIS CRUDE OIL, L.P.

     THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of
Genesis Crude Oil, L.P., dated as of June 9, 2005, is entered into by and among
Genesis Energy, Inc., a Delaware corporation, as the General Partner, Genesis
Energy, L.P. ("Genesis MLP"), a Delaware limited partnership, as the Limited
Partner, together with any other Persons who become Partners in the Partnership
or parties hereto as provided herein. In consideration of the covenants,
conditions and agreements contained herein, the parties hereto hereby agree as
follows:

                                    RECITALS

     WHEREAS, the General Partner and certain other parties organized the
Partnership as a Delaware limited partnership pursuant to an Amended and
Restated Agreement of Limited Partnership of Genesis Crude Oil, L.P. dated as of
December 3, 1996 (the "First Amended Agreement"); and

     WHEREAS, on December 7, 2000, the partners of the Partnership and of
Genesis MLP approved by requisite vote a restructuring (the "Restructuring") of
the Partnership and Genesis MLP pursuant to which (a) all outstanding
Subordinated LP Units and APIs were abandoned by their respective holders and
cancelled by the Partnership, (b) the First Amended Agreement and the First
Amended MLP Agreement were amended to, among other things, reduce the amounts of
Minimum Quarterly Distribution, the First Target Distribution, the Second Target
Distribution and the Third Target Distribution (each as defined in the First
Amended Agreement) and provide that the Common Units would not accrue arrearages
if the Minimum Quarterly Distribution (as defined in the First Amended
Agreement) is not paid in full in any Quarter, (c) Salomon contributed to the
Partnership the remaining $3,802,000 of its distribution support obligation
under the Distribution Support Agreement (the "Remaining Distribution Support"),
(d) the Partnership made a special distribution of the Remaining Distribution
Support less the costs incurred in connection with the Restructuring to Genesis
MLP and Genesis MLP made a special distribution of such amount to the holders of
MLP Common Units, (e) the Distribution Support Agreement was terminated, (f)
Genesis MLP withdrew as a general partner of the Partnership and Genesis MLP's
80.01% general partner interest in the Partnership represented by 8,801,020
Subordinated GP Units was converted to a 99.99% limited partner interest, (g)
the General partner's 0.40% general partner interest in the Partnership
represented by 43,980 Subordinated GP Units was converted into a 0.01% general
partner interest and (h) Salomon's $300 million credit support obligation under
the Master Credit Support Agreement was extended until December 31, 2001 on the
current terms and conditions;

     WHEREAS, on December 7, 2000, the General Partner and certain other parties
amended and restated the First Amended Agreement to enter into the Second
Amended and Restated Agreement of Limited Partnership of Genesis Crude Oil, L.P.
("Second Amended Agreement") to reflect the Restructuring and certain other
changes that, in the discretion of the General Partner, did not adversely affect
the Limited Partners in any material respect;

     WHEREAS, on May 14, 2002, Genesis Energy, L.L.C., the sole general partner
was converted from a Delaware limited liability company to a Delaware
corporation pursuant to Delaware law and such corporation is incorporated in the
state of Delaware as Genesis Energy, Inc.;

     WHEREAS, on July 31, 2002, Genesis Energy, Inc., as the sole general
partner, and Genesis MLP, as the sole limited partner amended and restated the
Second Amended Agreement (the "Third Amended Agreement") to reflect the change
in the General Partner's name and form as a Delaware corporation on May 14,
2002, and certain other conforming changes that, in the discretion of the
General Partner, did not adversely affect the Limited Partners in any material
respect; and

     WHEREAS, the General Partner and Genesis MLP hereby amend and restate the
Third Amended Agreement as provided herein to reflect the consummation of the
transactions contemplated by the Conversion and Contribution Agreement,
including (a) the creation of Incentive Distribution Rights in Genesis MLP in
lieu of any incentive distribution rights in the Partnership resulting from the
conversion of the Incentive Compensation Payments pursuant to Section 7.13 of
the Third Amended Agreement and (b) certain other conforming changes related to
the

<PAGE> 2

foregoing, each of which constitute changes that, in the discretion of the
General Partner, do not adversely affect the Limited Partners in any material
respect.

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby amend and restate the Third Amended
Agreement in its entirety:

                                   ARTICLE I
                                   DEFINITIONS

1.1      Definitions

     The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

     "Acquisition" means any transaction in which any Group Member acquires
(through an asset acquisition, merger, stock acquisition or other form of
investment) control over all or a portion of the assets, properties or business
of another Person for the purpose of increasing the operating capacity or
revenues of the Partnership Group from the operating capacity or revenues of the
Partnership Group existing immediately prior to such transaction.

     "Additional Limited Partner" means a Person admitted to the Partnership as
a Limited Partner pursuant to Section 10.4 and who is shown as such on the books
and records of the Partnership.

     "Adjusted Capital Account" means the Capital Account maintained for each
Partner as of the end of each fiscal year of the Partnership (a) increased by
any amounts that such Partner is obligated to restore under the standards set by
Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to
restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b)
decreased by (i) the amount of all losses and deductions that, as of the end of
such fiscal year, are reasonably expected to be allocated to such Partner in
subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury
Regulation Section 1.751-1(b)(2)(ii) and (ii) the amount of all distributions
that, as of the end of such fiscal year, are reasonably expected to be made to
such Partner in subsequent years in accordance with the terms of this Agreement
or otherwise to the extent they exceed offsetting increases to such Partner's
Capital Account that are reasonably expected to occur during (or prior to) the
year in which such distributions are reasonably expected to be made (other than
increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i)
or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended
to comply with the provisions of Treasury Regulation Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     "Adjusted Property" means any property the Carrying Value of which has been
adjusted pursuant to Section 5.4(d)(i) or 5.4(d)(ii).

     "Affiliate" means, with respect to any Person, any other Person that (i)
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question or (ii)
owns, beneficially, directly or indirectly, 20% or more of the outstanding
capital stock, shares or other equity interests of the Person in question. As
used herein, the term "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise.

     "Agreed Allocation" means any allocation, other than a Required Allocation,
of an item of income, gain, loss or deduction pursuant to the provisions of
Section 6.1, including, without limitation, a Curative Allocation (if
appropriate to the context in which the term "Agreed Allocation" is used).

     "Agreed Value" of any Contributed Property means the fair market value of
such property or other consideration at the time of contribution as determined
by the General Partner using such reasonable method of valuation as it may
adopt. The General Partner shall, in its discretion, use such method as it deems
reasonable and appropriate to allocate the aggregate Agreed Value of Contributed
Properties contributed to the Partnership in a single or integrated transaction
among each separate property on a basis proportional to the fair market value of
each Contributed Property.

<PAGE> 3

     "Agreement" means this Fourth Amended and Restated Agreement of Limited
Partnership of Genesis Crude Oil, L.P., as it may be amended, supplemented or
restated from time to time.

     "APIs" mean the non-voting Limited Partner Interests issued to Salomon
pursuant to Section 5.6 of the First Amended Agreement and in accordance with
the Distribution Support Agreement.

     "Assets" means all of the assets now owned or hereafter acquired by the
Partnership.

     "Assignee" means a Person to whom one or more Limited Partner Interests
have been transferred in a manner permitted under this Agreement and who has
executed and delivered a Transfer Application as required by this Agreement, but
who has not been admitted as a Substituted Limited Partner.

     "Audit Committee" means a committee of the Board of Directors of the
General Partner composed entirely of two or more directors who are neither
officers nor employees of the General Partner or officers, directors or
employees of any Affiliate of the General Partner.

     "Available Cash" means, with respect to any Quarter ending prior to the
 Liquidation Date,

         (a) the sum of (i) all cash and cash equivalents of the Partnership
     Group on hand at the end of such Quarter and (ii) all additional cash and
     cash equivalents of the Partnership Group on hand on the date of
     determination of Available Cash with respect to such Quarter resulting from
     borrowings for working capital purposes, less

         (b) the amount of any cash reserves that is necessary or appropriate in
     the reasonable discretion of the General Partner to (i) provide for the
     proper conduct of the business of the Partnership Group (including reserves
     for future capital expenditures and for anticipated future credit needs of
     the business of the Partnership Group) subsequent to such Quarter, (ii)
     comply with applicable law or any loan agreement (including the Master
     Credit Support Agreement), security agreement (including the Security
     Agreement), mortgage, debt instrument or other agreement or obligation to
     which any Group Member is a party or by which it is bound or its assets are
     subject or (iii) provide funds for distributions under Section 6.4 or 6.5
     in respect of any one or more of the next four Quarters; provided, however,
     that the General Partner may not establish cash reserves pursuant to (iii)
     above if the effect of such reserves would be that Genesis MLP is unable to
     distribute an amount equal to the Minimum Quarterly Distribution on all MLP
     Common Units and the MLP General Partner Interest with respect to such
     Quarter; and, provided further, that disbursements made by a Group Member
     or cash reserves established, increased or reduced after the end of such
     Quarter but on or before the date of determination of Available Cash with
     respect to such Quarter shall be deemed to have been made, established,
     increased or reduced, for purposes of determining Available Cash, within
     such Quarter if the General Partner so determines.

     Notwithstanding the foregoing, "Available Cash" with respect to the Quarter
in which the Liquidation Date occurs and any subsequent Quarter shall equal
zero.

     "Book-Tax Disparity" means, with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted
Property and the adjusted basis thereof for federal income tax purposes as of
such date. A Partner's share of the Partnership's Book-Tax Disparities in all of
its Contributed Property and Adjusted Property will be reflected by the
difference between such Partner's Capital Account balance as maintained pursuant
to Section 5.4 and the hypothetical balance of such Partner's Capital Account
computed as if it had been maintained strictly in accordance with federal income
tax accounting principles.

     "Business Day" means Monday through Friday of each week, except that a
legal holiday recognized as such by the government of the United States of
America or the states of New York or Texas shall not be regarded as a Business
Day.

     "Capital Account" means the capital account maintained for a Partner
pursuant to Section 5.4.
<PAGE> 4

     "Capital Contribution" means any cash, cash equivalents or the Net Agreed
Value of Contributed Property that a Partner contributes to the Partnership.

     "Capital Improvement" means any (a) addition or improvement to the capital
assets owned by any Group Member or (b) acquisition of existing or the
construction of new capital assets (including pipeline systems, storage
facilities and related assets), made to increase the operating capacity or
revenues of the Partnership Group from the operating capacity or revenues of the
Partnership Group existing immediately prior to such addition, improvement,
acquisition or construction.

     "Capital Surplus" has the meaning assigned to such term in Section 6.3(a).

     "Carrying Value" means (a) with respect to a Contributed Property, the
Agreed Value of such property reduced (but not below zero) by all depreciation,
amortization and cost recovery deductions charged to the Partners' and
Assignees' Capital Accounts in respect of such Contributed Property and (b) with
respect to any other Partnership property, the adjusted basis of such property
for federal income tax purposes, all as of the time of determination. The
Carrying Value of any property shall be adjusted from time to time in accordance
with Sections 5.4(d)(i) and 5.4(d)(ii) and to reflect changes, additions or
other adjustments to the Carrying Value for dispositions and acquisitions of
Partnership properties, as deemed appropriate by the General Partner.

     "Certificate of Limited Partnership" means the Amended and Restated
Certificate of Limited Partnership of the Partnership filed with the Secretary
of State of the State of Delaware as referenced in Section 7.2, as such
Certificate of Limited Partnership may be amended, supplemented or restated from
time to time.

     "Code" means the Internal Revenue Code of 1986, as amended and in effect
from time to time. Any reference herein to a specific section or sections of the
Code shall be deemed to include a reference to any corresponding provision of
future law.

     "Commission" means the United States Securities and Exchange Commission.

     "Contributed Property" means each property or other asset, in such form as
may be permitted by the Delaware Act, but excluding cash, contributed to the
Partnership. Once the Carrying Value of a Contributed Property is adjusted
pursuant to Section 5.4(d), such property shall no longer constitute a
Contributed Property, but shall be deemed an Adjusted Property.

     "Conversion and Contribution Agreement" means the Conversion and
Contribution Agreement, dated May 26, 2005, among the Partnership, the General
Partner and Genesis MLP.

     "Conveyance Agreement" means that certain Purchase & Sale and Contribution
& Conveyance Agreement, dated as of November 26, 1996, among the Partnership,
Genesis MLP, Genesis Energy, L.L.C., Howell and a Subsidiary of Salomon,
together with the additional conveyance documents and instruments contemplated
or referenced thereunder.

     "Curative Allocation" means any allocation of an item of income, gain,
deduction, loss or credit pursuant to the provisions of Section 6.1(d)(ix).

     "Delaware Act" means the Delaware Revised Uniform Limited Partnership Act,
6 Del C. 17-101, et seq., as amended, supplemented or restated from time to
time, and any successor to such statute.

     "Departing Partner" means a former General Partner from and after the
effective date of any withdrawal or removal of such former General Partner
pursuant to Section 11.1 or 11.2.

     "Distribution Support Agreement" means the Distribution Support Agreement,
dated as of December 3, 1996, between the Partnership and Salomon, which sets
forth the agreement of the Partnership and Salomon relating to the purchase of
APIs.

     "Economic Risk of Loss" has the meaning set forth in Treasury Regulation
Section 1.752 2(a).

     "Event of Withdrawal" has the meaning assigned to such term in Section
11.1(a).
<PAGE> 5

      "First Amended Agreement" has the meaning set forth in the recitals to
this Agreement.

     "First Amended MLP Agreement" means the Amended and Restated Agreement of
Limited Partnership of Genesis MLP, dated as of December 3, 1996.

     "Fourth Amended MLP Agreement" means the Fourth Amended and Restated
Agreement of Limited Partnership of Genesis MLP, dated as of the date of this
Agreement.

     "General Partner" means Genesis Energy, Inc. and its successors and
 permitted assigns as general partner of the Partnership.

     "General Partner Interest" means the ownership interest of the General
Partner in the Partnership (in its capacity as a general partner without
reference to any Limited Partner Interest held by it), which may be evidenced by
Partnership Securities or a combination thereof or interest therein, and
includes any and all benefits to which the General Partner is entitled as
provided in this Agreement, together with all obligations of the General Partner
to comply with the terms and provisions of this Agreement.

     "Genesis MLP" means Genesis Energy, L.P., a Delaware limited partnership,
 and its successors.

      "Group Member" means a member of the Partnership Group.

     "Howell" means Howell Corporation, a Delaware corporation, and its
Subsidiaries.

     "Incentive Compensation Payment" means a payment made to the General
Partner pursuant to Section 7.12 of the Third Amended Agreement.

     "Indemnitee" means (a) the General Partner, any Departing Partner and any
Person who is or was an Affiliate of the General Partner or any Departing
Partner, (b) any Person who is or was a director, officer, employee, agent or
trustee of a Group Member, (c) any Person who is or was a member, officer,
director, employee, agent, or trustee of the General Partner or any Departing
Partner or any Affiliate of the General Partner or any Departing Partner, or any
Affiliate of any such Person and (d) any Person who is or was serving at the
request of the General Partner or any Departing Partner or any such Affiliate as
a director, officer, employee, member, partner, agent, fiduciary or trustee of
another Person; provided, however, that a Person shall not be an Indemnitee by
reason of providing, on a fee-for-services basis, trustee, fiduciary or
custodial services.

     "Initial Closing Date" means December 3, 1996.

     "Initial Unit Price" means, with respect to any MLP Common Unit $20.625,
adjusted as appropriate to give effect to any distribution, subdivision or
combination of MLP Common Units.

     "Interim Capital Transactions" means the following transactions if they
occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings
of indebtedness and sales of debt securities (other than for working capital
purposes and other than for items purchased on open account in the ordinary
course of business) by any Group Member; (b) sales of equity interests by any
Group Member; and (c) sales or other voluntary or involuntary dispositions of
any assets of any Group Member other than (i) sales or other dispositions of
inventory in the ordinary course of business, (ii) sales or other dispositions
of other current assets, including receivables and accounts in the ordinary
course of business and (iii) sales or other dispositions of assets as part of
normal retirements or replacements.

     "Limited Partner" means, unless the context otherwise requires, (a) Genesis
MLP, each Substituted Limited Partner, each Additional Limited Partner and (b)
solely for purposes of Articles V, VI, VII and IX and Section 12.4, each
Assignee.

     "Limited Partner Interest" means the ownership interest of a Limited
Partner or Assignee in the Partnership, which may be evidenced by Units or other
Partnership Securities or a combination thereof or interest therein, and
includes any and all benefits to which such Limited Partner or Assignee is
entitled as provided in this Agreement, together with all obligations of such
Limited Partner or Assignee to comply with the terms and provisions of this
Agreement.
<PAGE> 6

     "Liquidation Date" means (a) in the case of an event giving rise to the
dissolution of the Partnership of the type described in clauses (a) and (b) of
the first sentence of Section 12.2, the date on which the applicable time period
during which the holders of Outstanding Units have the right to elect to
reconstitute the Partnership and continue its business has expired without such
an election being made and (b) in the case of any other event giving rise to the
dissolution of the Partnership, the date on which such event occurs.

     "Liquidator" means one or more Persons selected by the General Partner to
perform the functions described in Section 12.3 as liquidating trustee of the
Partnership within the meaning of the Delaware Act.

     "Majority Interest" means at least a majority in Voting Power of the
Limited Partner Interests.

     "Master Credit Support Agreement" means the Master Credit Support Agreement
dated December 3, 1996, among the Partnership and Salomon which sets forth the
agreement of the Partnership and Salomon relating to the credit support to be
provided by Salomon to the Partnership.

     "Merger Agreement" has the meaning assigned to such term in Section 14.1.

     "Minimum Quarterly Distribution" has the meaning set forth in the Fourth
Amended MLP Agreement.

     "MLP Common Unit" has the meaning assigned to the term "Common Unit" in the
Fourth Amended MLP Agreement.

     "MLP General Partner Interest" has the meaning assigned to the term
"General Partner Interest" in the Fourth Amended MLP Agreement.

     "MLP Partnership Security" has the meaning assigned to the term
"Partnership Security" in the Fourth Amended MLP Agreement.

      "MLP Unit" has the meaning assigned to the term "Unit" in the Fourth
Amended MLP Agreement.

     "Net Agreed Value" means, (a) in the case of any Contributed Property, the
Agreed Value of such property reduced by any liabilities either assumed by the
Partnership upon such contribution or to which such property is subject when
contributed and (b) in the case of any property distributed to a Partner or
Assignee by the Partnership, the Partnership's Carrying Value of such property
(as adjusted pursuant to Section 5.4(d)(ii)) at the time such property is
distributed, reduced by any indebtedness either assumed by such Partner or
Assignee upon such distribution or to which such property is subject at the time
of distribution, in either case, as determined under Section 752 of the Code.

     "Net Income" means, for any taxable year, the excess, if any, of the
Partnership's items of income and gain (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year over the Partnership's items of loss and deduction (other than
those items taken into account in the computation of Net Termination Gain or Net
Termination Loss) for such taxable year. The items included in the calculation
of Net Income shall be determined in accordance with Section 5.4(b) and shall
not include any items specially allocated under Section 6.1(d).

     "Net Loss" means, for any taxable year, the excess, if any, of the
Partnership's items of loss and deduction (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year over the Partnership's items of income and gain (other than
those items taken into account in the computation of Net Termination Gain or Net
Termination Loss) for such taxable year. The items included in the calculation
of Net Loss shall be determined in accordance with Section 5.4(b) and shall not
include any items specially allocated under Section 6.1(d).

     "Net Termination Gain" means, for any taxable year, the sum, if positive,
of all items of income, gain, loss or deduction recognized by the Partnership
after the Liquidation Date. The items included in the determination of Net
Termination Gain shall be determined in accordance with Section 5.4(b) and shall
not include any items of income, gain or loss specially allocated under Section
6.1(d).
<PAGE> 7

     "Net Termination Loss" means, for any taxable period, the sum, if negative,
of all items of income, gain, loss or deduction recognized by the Partnership
after the Liquidation Date. The items included in the determination of Net
Termination Loss shall be determined in accordance with Section 5.4(b) and shall
not include any items of income, gain or loss specially allocated under Section
6.1(d).

     "Non-Competition Agreement" means the Non-Competition Agreement dated
December 3, 1996, among the Partnership, Genesis MLP, Salomon, Basis Petroleum,
Inc. and Howell.

     "Nonrecourse Built-in Gain" means with respect to any Contributed
Properties or Adjusted Properties that are subject to a mortgage or pledge
securing a Nonrecourse Liability, the amount of any taxable gain that would be
allocated to the Partners pursuant to Sections 6.2(b)(i)(A), 6.2(b)(ii)(A) and
6.2(b)(iii) if such properties were disposed of in a taxable transaction in full
satisfaction of such liabilities and for no other consideration.

     "Nonrecourse Deductions" means any and all items of loss, deduction or
expenditures (including, without limitation, any expenditure described in
Section 705(a)(2)(B) of the Code) that, in accordance with the principles of
Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse
Liability.

     "Nonrecourse Liability" has the meaning set forth in Treasury Regulation
Section 1.752-1(a)(2).

     "Operating Expenditures" means all Partnership Group expenditures,
including, but not limited to, taxes, reimbursements of the General Partner,
debt service payments, guarantee fees and capital expenditures, subject to the
following:

         (a) Payments (including prepayments) of principal of and premium on
     indebtedness shall not be an Operating Expenditure if the payment is (i)
     required in connection with the sale or other disposition of assets or (ii)
     made in connection with the refinancing or refunding of indebtedness with
     the proceeds from new indebtedness or from the sale of equity interests.
     For purposes of the foregoing, at the election and in the reasonable
     discretion of the General Partner, any payment of principal or premium
     shall be deemed to be refunded or refinanced by any indebtedness incurred
     or to be incurred by the Partnership Group within 180 days before or after
     such payment to the extent of the principal amount of such indebtedness.

         (b) Operating Expenditures shall not include (i) capital expenditures
     made for Acquisitions or for Capital Improvements, (ii) payment of
     transaction expenses relating to Interim Capital Transactions or (iii)
     distributions to Partners. Where capital expenditures are made in part for
     Acquisitions or for Capital Improvements and in part for other purposes,
     the General Partner's good faith allocation between the amounts paid for
     each shall be conclusive.

     "Operating Surplus" means, with respect to any period ending prior to the
Liquidation Date, on a cumulative basis and without duplication,

         (a) the sum of (i) $20 million plus all cash and cash equivalents of
     the Partnership Group on hand as of the close of business on the Initial
     Closing Date, (ii) all cash receipts of the Partnership Group for the
     period beginning on the Initial Closing Date and ending with the last day
     of such period, other than cash receipts from Interim Capital Transactions
     (except to the extent specified in Section 6.5) and (iii) all cash receipts
     of the Partnership Group after the end of such period but on or before the
     date of determination of Operating Surplus with respect to such period
     resulting from borrowings for working capital purposes, less

         (b) the sum of (i) Operating Expenditures for the period beginning on
     the Initial Closing Date and ending with the last day of such period and
     (ii) the amount of cash reserves that is necessary or advisable in the
     reasonable discretion of the General Partner to provide funds for future
     Operating Expenditures provided, however, that disbursements made
     (including contributions to a Group Member or disbursements on behalf of a
     Group Member) or cash reserves established, increased or reduced after the
     end of such period but on or before the date of determination of Available
     Cash with respect to such period shall be deemed to have been made,
     established, increased or reduced for purposes of determining Operating
     Surplus, within such period if the General Partner so determines.
<PAGE> 8

     Notwithstanding the foregoing, "Operating Surplus" with respect to the
Quarter in which the Liquidation Date occurs and any subsequent Quarter shall
equal zero.

     "Opinion of Counsel" means a written opinion of counsel (who may be regular
counsel to the Partnership or the General Partner or any of its Affiliates)
acceptable to the General Partner in its reasonable discretion.

     "Outstanding" means, with respect to Partnership Securities, all
Partnership Securities that are issued by the Partnership and reflected as
Outstanding on the Partnership's books and records as of the date of
determination.

     "Partner" means the General Partner and each Limited Partner.

     "Partner Nonrecourse Debt" has the meaning set forth in Treasury Regulation
Section 1.704-2(b)(4).

     "Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in
Treasury Regulation Section 1.704--2(i)(2).

     "Partner Nonrecourse Deductions" means any and all items of loss, deduction
or expenditure (including, without limitation, any expenditure described in
Section 705(a)(2)(B) of the Code) that, in accordance with the principles of
Treasury Regulation Section 1.704-2(i), are attributable to a Partner
Nonrecourse Debt.

     "Partnership" means Genesis Crude Oil, L.P., a Delaware limited
partnership, and any successors thereto.

     "Partnership Group" means the Partnership and any Subsidiary of the
Partnership, treated as a single consolidated entity.

     "Partnership Interest" means an ownership interest in the Partnership which
shall include General Partner Interests and Limited Partner Interests.

     "Partnership Minimum Gain" means that amount determined in accordance with
the principles of Treasury Regulation Section 1.704-2(d).

     "Partnership Security" means any class or series of equity interest in the
Partnership.

     "Percentage Interest" means (a) as to the General Partner, .01% and (b) as
to Genesis MLP, 99.99%, subject to adjustment to reflect the issuance of any
additional Partnership Securities in accordance with Section 5.5.

     "Person" means an individual or a corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization, association,
government agency or political subdivision thereof or other entity.

      "Pro Rata" means (a) when modifying Units or any class thereof,
apportioned among all designated Units in accordance with their relative
Percentage Interests and (b) when modifying Partners and Assignees, apportioned
among all Partners and Assignees in accordance with their respective Percentage
Interests.

     "Proxy Statement" means the definitive Proxy Statement filed by Genesis MLP
with the Commission under the Securities Exchange Act of 1934, as amended, for
the purpose of soliciting the votes of the holders of MLP Common Units with
respect to the Restructuring, as it has been or as it may be amended or
supplemented from time to time.

     "Quarter" means, unless the context requires otherwise, a calendar quarter.

     "Recapture Income" means any gain recognized by the Partnership (computed
without regard to any adjustment required by Section 734 or 743 of the Code)
upon the disposition of any property or asset of the Partnership, which gain is
characterized as ordinary income because it represents the recapture of
deductions previously taken with respect to such property or asset.

     "Registration Statement" means the Registration Statement on Form S-1
(Registration No. 333-11545) as amended, filed by Genesis MLP with the
Commission under the Securities Act to register the initial offering and sale of
MLP Common Units to the public.
<PAGE> 9

     "Required Allocations" means (a) any limitation imposed on any allocation
of Net Loss or Net Termination Loss under Section 6.1(b) or Section 6.1(c) and
(b) any allocation of an item of income, gain, loss or deduction pursuant to
Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

     "Residual Gain" or "Residual Loss" means any item of gain or loss, as the
case may be, of the Partnership recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of a Contributed Property
or Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Section 6.2(b)(i)(A) or 6.2(b)(ii)(A), respectively, to eliminate
Book-Tax Disparities.

     "Restructuring" has the meaning set forth in the recitals to this
Agreement.

     "Restructuring Closing Date" means the date on which the Restructuring is
closed.

     "Salomon" means Salomon Smith Barney Holdings, Inc., a Delaware
corporation, and Salomon Brothers Holdings, Inc., a Delaware corporation.

      "Second Amended Agreement" has the meaning set forth in the recitals to
this Agreement.

     "Securities Act" means the Securities Act of 1933, as amended, supplemented
or restated from time to time and any successor to such statute.

     "Security Agreement" means the Security Agreement, dated as of December 3,
1996, among the Partnership, Salomon and the Secured Parties (as defined in the
Security Agreement) securing the obligations of the Partnership under the Master
Credit Support Agreement and creating a security interest in the Collateral (as
defined in the Security Agreement) in favor of the Collateral Agent (as defined
in the Security Agreement).

     "Special Approval" means approval by a majority of the members of the Audit
Committee.

     "Subordinated GP Units" means the Subordinated GP Units representing a
General Partner Interest held by the General Partner and Genesis MLP immediately
prior to the closing of the Restructuring.

     "Subordinated LP Units" means the Subordinated LP Units representing a
Limited Partner Interest held by Salomon and Howell immediately prior to the
closing of the Restructuring.

     "Subsidiary" means, with respect to any Person, (a) a corporation of which
more than 50% of the voting power of shares entitled (without regard to the
occurrence of any contingency) to vote in the election of directors or other
governing body of such corporation is owned, directly or indirectly, at the date
of determination, by such Person, by one or more Subsidiaries of such Person or
a combination thereof, (b) a partnership (whether general or limited) in which
such Person or a Subsidiary of such Person is, at the date of determination, a
general or limited partner of such partnership, but only if more than 50% of the
partnership interests of such partnership (considering all of the partnership
interests of such partnership as a single class) is owned, directly or
indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person, or a combination thereof, or (c) any other Person
(other than a corporation or a partnership) in which such Person, one or more
Subsidiaries of such Person, or a combination thereof, directly or indirectly,
at the date of determination, has (i) at least a majority ownership interest or
(ii) the power to elect or direct the election of a majority of the directors or
other governing body of such Person.

     "Substituted Limited Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 10.3 in place of and with all the
rights of a Limited Partner and who is shown as a Limited Partner on the books
and records of the Partnership.

     "Surviving Business Entity" has the meaning assigned to such term in
Section 14.2(b).

      "Third Amended Agreement" has the meaning set forth in the recitals to
this Agreement.

     "Transfer" has the meaning assigned to such term in Section 4.1(a).
<PAGE> 10

     "Transfer Application" means an application and agreement for transfer of
Partnership Securities in the form set forth on the back of a Certificate or in
a form substantially to the same effect in a separate instrument.

     "Unit" means a Partnership Security that is designated as a "Unit."

     "Unitholder" means a holder of a Unit.

     "Unrealized Gain" attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (a) the fair market
value of such property as of such date (as determined under Section 5.4(d)) over
(b) the Carrying Value of such property as of such date (prior to any adjustment
to be made pursuant to Section 5.4(d) as of such date).

     "Unrealized Loss" attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (a) the Carrying Value
of such property as of such date (prior to any adjustment to be made pursuant to
Section 5.4(d) as of such date) over (b) the fair market value of such property
as of such date (as determined under Section 5.4(d)).

     "Unrecovered Capital" means at any time, with respect to a MLP Common Unit,
the Initial Unit Price less the sum of (i) all distributions constituting
Capital Surplus theretofore made in respect of an MLP Common Unit sold in the
initial offering and sale of MLP Common Units to the public, as described in the
Registration Statement and (ii) any distributions of cash (or the Net Agreed
Value of any distributions in kind) in connection with the dissolution and
liquidation of the Partnership theretofore made in respect of such a MLP Common
Unit, adjusted as the General Partner determines to be appropriate to give
effect to any distribution, subdivision or combination of such MLP Common Units.

     "U.S. GAAP" means United States Generally Accepted Accounting Principles
consistently applied.

     "Voting Power" means the right, if any, of the holder of a Partnership
Security to vote on Partnership matters. Each Common Unit shall entitle the
holder thereof to one vote. Each additional Partnership Security shall entitle
the holder thereof to such vote, if any, as shall be established at the time of
issuance of such Partnership Security.

1.2      Construction

     Unless the context requires otherwise: (a) any pronoun used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns, pronouns and verbs shall include the plural and
vice versa; (b) references to Articles and Sections refer to Articles and
Sections of this Agreement; and (c) "include" or "includes" means includes,
without limitation, and "including" means including, without limitation.

                                   ARTICLE II
                                  ORGANIZATION

2.1      Continuation of Existence

     The General Partner and the Limited Partner hereby amend and restate the
Third Amended Agreement in its entirety to continue the Partnership as a limited
partnership pursuant to the provisions of the Delaware Act and to set forth the
rights and obligations of the Partners and certain matters related thereto. This
amendment and restatement shall become effective on the date of this Agreement.
Except as expressly provided to the contrary in this Agreement, the rights,
duties (including fiduciary duties), liabilities and obligations of the Partners
and the administration, dissolution and termination of the Partnership shall be
governed by the Delaware Act. All Partnership Interests shall constitute
personal property of the owner thereof for all purposes and a Partner has no
interest in specific Partnership property.

2.2      Name

     The name of the Partnership shall be "Genesis Crude Oil, L.P." The
Partnership's business may be conducted under any other name or names deemed
necessary or appropriate by the General Partner in its sole discretion,
including the name of the General Partner. The words "Limited Partnership,"
"L.P.," "Ltd." or similar words or
<PAGE> 11

letters shall be included in the
Partnership's name where necessary for the purpose of complying with the laws of
any jurisdiction that so requires. The General Partner in its discretion may
change the name of the Partnership at any time and from time to time and shall
notify the Limited Partners of such change in the next regular communication to
the Limited Partners.

2.3      Registered Office; Registered Agent; Principal Office; Other Offices

     Unless and until changed by the General Partner, the registered office of
the Partnership in the State of Delaware shall be located at 1209 Orange Street,
New Castle County, Wilmington, Delaware 19801, and the registered agent for
service of process on the Partnership in the State of Delaware at such
registered office shall be CT Corporation System. The principal office of the
Partnership shall be located at 500 Dallas, Suite 2500, Houston, Texas 77002 or
such other place as the General Partner may from time to time designate by
notice to the Limited Partner. The Partnership may maintain offices at such
other place or places within or outside the State of Delaware as the General
Partner deems necessary or appropriate. The address of the General Partner shall
be 500 Dallas, Suite 2500, Houston, Texas 77002 or such other place as the
General Partner may from time to time designate by notice to the Limited
Partner.

2.4      Purpose and Business

     The purpose and nature of the business to be conducted by the Partnership
shall be to (a) acquire, manage and operate the Assets and any similar assets or
properties, and to engage directly in, or to enter into or form any corporation,
partnership, joint venture, limited liability company or other arrangement to
engage indirectly in, any type of business or activity associated with, or
reasonably related to, the Assets and, in connection therewith, to exercise all
of the rights and powers conferred upon the Partnership pursuant to the
agreements relating to such business activity, (b) engage directly in, or to
enter into or form any corporation, partnership, joint venture, limited
liability company or other arrangement to engage indirectly in, any business
activity that is approved by the General Partner and which lawfully may be
conducted by a limited partnership organized pursuant to the Delaware Act and,
in connection therewith, to exercise all of the rights and powers conferred upon
the Partnership pursuant to the agreements relating to such business activity,
and (c) do anything necessary or appropriate to the foregoing, including the
making of capital contributions or loans to a Group Member or Genesis MLP;
provided however, in the case of (b) above, that the General Partner reasonably
determines, as of the date of the acquisition or commencement of such activity,
that such activity (i) generates "qualifying income" (as such term is defined
pursuant to Section 7704 of the Code) or (ii) enhances the operations of an
activity of the Partnership that generates qualifying income. The General
Partner has no obligation or duty to the Partnership, the Partners, or the
Assignees to propose or approve, and in its discretion may decline to propose or
approve, the conduct by the Partnership of any business.

2.5      Powers

     The Partnership shall be empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described in Section
2.4 and for the protection and benefit of the Partnership.

2.6      Power of Attorney

(a)      The Limited Partner and each Assignee hereby constitutes and appoints
         the General Partner and, if a Liquidator shall have been selected
         pursuant to Section 12.3, the Liquidator, severally (and any successor
         to the Liquidator by merger, transfer, assignment, election or
         otherwise) and each of their authorized officers and attorneys-in-fact,
         as the case may be, with full power of substitution, as his true and
         lawful agent and attorney-in-fact, with full power and authority in his
         name, place and stead, to:

    (i)  execute, swear to, acknowledge, deliver, file and record in the
         appropriate public offices (A) all certificates, documents and other
         instruments (including this Agreement and the Certificate of Limited
         Partnership and all amendments or restatements hereof or thereof) that
         the General Partner or the Liquidator deems necessary or appropriate to
         form, qualify or continue the existence or qualification of the
         Partnership as a limited partnership (or a partnership in which the
         limited partners have limited liability) in

<PAGE> 12

         the State of Delaware and
         in all other jurisdictions in which the Partnership may conduct
         business or own property; (B) all certificates, documents and other
         instruments that the General Partner or the Liquidator deems necessary
         or appropriate to reflect, in accordance with its terms, any amendment,
         change, modification or restatement of this Agreement; (C) all
         certificates, documents and other instruments (including conveyances
         and a certificate of cancellation) that the General Partner or the
         Liquidator deems necessary or appropriate to reflect the dissolution
         and liquidation of the Partnership pursuant to the terms of this
         Agreement; (D) all certificates, documents and other instruments
         relating to the admission, withdrawal, removal or substitution of any
         Partner pursuant to, or other events described in, Article IV, X, XI or
         XII; (E) all certificates, documents and other instruments relating to
         the determination of the rights, preferences and privileges of any
         class or series of Partnership Securities issued pursuant to Section
         5.5; and (F) all certificates, documents and other instruments
         (including agreements and a certificate of merger) relating to a
         merger or consolidation of the Partnership pursuant to Article XIV; and

    (ii) execute, swear to, acknowledge, deliver, file and record all ballots,
         consents, approvals, waivers, certificates, documents and other
         instruments necessary or appropriate, in the discretion of the General
         Partner or the Liquidator, to make, evidence, give, confirm or ratify
         any vote, consent, approval, agreement or other action that is made or
         given by the Partners hereunder or is consistent with the terms of this
         Agreement or is necessary or appropriate, in the discretion of
         the General Partner or the Liquidator, to effectuate the terms or
         intent of this Agreement; provided, that when required by
         any provision of this Agreement that establishes a percentage of the
         Limited Partners or of the Limited Partners of any class or series
         required to take any action, the General Partner and the Liquidator may
         exercise the power of attorney made in this Section 2.6(a)(ii) only
         after the necessary vote, consent or approval of the Limited Partners
         or of the Limited Partners of such class or series, as applicable.

     Nothing contained in this Section 2.6(a) shall be construed as authorizing
the General Partner to amend this Agreement except in accordance with Article
XIII or as may be otherwise expressly provided for in this Agreement.

(b)  The foregoing power of attorney is hereby declared to be irrevocable and a
     power coupled with an interest, and it shall survive and, to the maximum
     extent permitted by law, not be affected by the subsequent death,
     incompetence, disability, incapacity, dissolution, bankruptcy or
     termination of any Limited Partner or Assignee and the transfer of all or
     any portion of such Limited Partner's or Assignee's Partnership Interest
     and shall extend to such Limited Partner's or Assignee's heirs, successors,
     assigns and personal representatives. Each such Limited Partner and
     Assignee hereby agrees to be bound by any representation made by the
     General Partner or the Liquidator acting in good faith pursuant to such
     power of attorney; and each such Limited Partner and Assignee, to the
     maximum extent permitted by law, hereby waives any and all defenses that
     may be available to contest, negate or disaffirm the action of the General
     Partner or the Liquidator taken in good faith under such power of attorney.
     Each Limited Partner and Assignee shall execute and deliver to the General
     Partner or the Liquidator, within 15 days after receipt of the request
     therefor, such further designation, powers of attorney and other
     instruments as the General Partner or the Liquidator deems necessary to
     effectuate this Agreement and the purposes of the Partnership.

2.7      Term

     The term of the Partnership shall continue until the close of Partnership
business on December 31, 2086 or until the earlier dissolution of the
Partnership in accordance with the provisions of Article XII. The existence of
the Partnership as a separate legal entity shall continue until the cancellation
of the Certificate of Limited Partnership as provided in the Delaware Act.

2.8      Title to Partnership Assets

     Title to Partnership assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partner or Assignee, individually or collectively, shall have any
ownership interest in such Partnership assets or any portion thereof. Title to
any or all of the Partnership assets may be held in the name of the Partnership,
the General Partner, one or more of the General Partner's Affiliates or one or
more nominees, as the General Partner may determine. The General Partner hereby
declares and warrants that any Partnership assets for which record title is held
in the name of the General Partner or one or more of its Affiliates or

<PAGE> 13

one or
more nominees shall be held by the General Partner or such Affiliate or nominee
for the use and benefit of the Partnership in accordance with the provisions of
this Agreement; provided, however, that the General Partner shall use reasonable
efforts to cause record title to such assets (other than those assets in respect
of which the General Partner determines that the expense and difficulty of
conveyancing makes transfer of record title to the Partnership impracticable) to
be vested in the Partnership as soon as reasonably practicable; provided,
further, that, prior to the withdrawal or removal of the General Partner or as
soon thereafter as practicable, the General Partner shall use reasonable efforts
to effect the transfer of record title to the Partnership and, prior to any such
transfer, will provide for the use of such assets in a manner satisfactory to
the General Partner. All Partnership assets shall be recorded as the property of
the Partnership in its books and records, irrespective of the name in which
record title to such Partnership assets is held.

                                  ARTICLE III
                           RIGHTS OF LIMITED PARTNERS

3.1      Limitation of Liability

     The Limited Partners and the Assignees shall have no liability under this
Agreement except as expressly provided in this Agreement or the Delaware Act.

3.2      Management of Business

     No Limited Partner or Assignee, in its capacity as such, shall participate
in the operation, management or control (within the meaning of the Delaware Act)
of the Partnership's business, transact any business in the Partnership's name
or have the power to sign documents for or otherwise bind the Partnership. Any
action taken by any Affiliate of the General Partner or any officer, director,
employee, member, general partner, agent or trustee of the General Partner or
any of its Affiliates, or any officer, director, employee, member, general
partner, agent or trustee of a Group Member, in its capacity as such, shall not
be deemed to be participation in the control of the business of the Partnership
by a limited partner of the Partnership (within the meaning of Section 17-303(a)
of the Delaware Act) and shall not affect, impair or eliminate the limitations
on the liability of the Limited Partners or Assignees under this Agreement.

3.3      Outside Activities of Limited Partners

     Subject to the provisions of Section 7.5, which shall continue to be
applicable to the Persons referred to therein, regardless of whether such
Persons shall also be Limited Partners or Assignees, any Limited Partner or
Assignee shall be entitled to and may have business interests and engage in
business activities in addition to those relating to the Partnership, including
business interests and activities in direct competition with the Partnership
Group. Neither the Partnership nor any of the other Partners or Assignees shall
have any rights by virtue of this Agreement in any business ventures of any
Limited Partner or Assignee.

3.4      Rights of Limited Partners

(a)  In addition to other rights provided by this Agreement or by applicable
     law, and except as limited by Section 3.4(b), each Limited Partner shall
     have the right, for a purpose reasonably related to such Limited Partner's
     interest as a limited partner in the Partnership, upon reasonable written
     demand and at such Limited Partner's own expense:

    (i)  to obtain true and full information regarding the status of the
         business and financial condition of the Partnership;

    (ii) promptly after becoming available, to obtain a copy of the
         Partnership's federal, state and local tax returns for each year;

   (iii) to have furnished to him a current list of the name and last known
         business, residence or mailing address of each Partner;

<PAGE> 14

    (iv) to have furnished to him a copy of this Agreement and the Certificate
         of Limited Partnership and all amendments thereto, together with a
         copy of the executed copies of all powers of attorney pursuant to which
         this Agreement, the Certificate of Limited Partnership and all
         amendments thereto have been executed;

    (v)  to obtain true and full information regarding the amount of cash and a
         description and statement of the Net Agreed Value of any other Capital
         Contribution by each Partner and which each Partner has agreed to
         contribute in the future, and the date on which each became a Partner;
         and

    (vi) to obtain such other information regarding the affairs of the
         Partnership as is just and reasonable.

(b)  The General Partner may keep confidential from the Limited Partners and
     Assignees, for such period of time as the General Partner deems reasonable,
     (i) any information that the General Partner reasonably believes to be in
     the nature of trade secrets or (ii) other information the disclosure of
     which the General Partner in good faith believes (A) is not in the best
     interests of Genesis MLP or the Partnership Group, (B) could damage Genesis
     MLP or the Partnership Group or (C) that any Group Member is required by
     law or by agreement with any third party to keep confidential (other than
     agreements with Affiliates of the Partnership the primary purpose of which
     is to circumvent the obligations set forth in this Section 3.4).

                                   ARTICLE IV
                       TRANSFER OF PARTNERSHIP INTERESTS;
                       REDEMPTION OF PARTNERSHIP INTERESTS

4.1      Transfer Generally

(a)  The term "transfer," when used in this Agreement with respect to a
     Partnership Interest, shall be deemed to refer to a transaction by which
     the General Partner assigns its General Partner Interest to another Person
     who becomes the General Partner (or an Assignee) or by which the holder of
     a Limited Partner Interest assigns such Limited Partner Interest to another
     Person who becomes a Limited Partner (or an Assignee), and includes a sale,
     assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or
     any other disposition by law or otherwise.

(b)  No Partnership Interest shall be transferred, in whole or in part, except
     in accordance with the terms and conditions set forth in this Article IV.
     Any transfer or purported transfer of a Partnership Interest not made in
     accordance with this Article IV shall be null and void.

(c)  Nothing contained in this Agreement shall be construed to prevent a
     disposition by any member of the General Partner of any or all of the
     issued and outstanding membership interests of the General Partner.

4.2      Transfer of General Partner's Partnership Interest

     If the General Partner transfers its interest as the general partner of
Genesis MLP to any Person in accordance with the provisions of the Fourth
Amended MLP Agreement, the General Partner shall contemporaneously therewith
transfer all, but not less than all, of its General Partner Interest herein to
such Person, and the Limited Partners and Assignees, if any, hereby expressly
consent to such transfer. Except as set forth in the immediately preceding
sentence and in Section 5.2, the General Partner may not transfer all or any
part of its General Partner Interest.

4.3      Transfer of a Limited Partner Interest

     A Limited Partner may transfer all, but not less than all, of its Limited
Partner Interest in connection with the merger, consolidation or other
combination of such Limited Partner with or into any other Person or the
transfer by such Limited Partner of all or substantially all of its assets to
another Person, and following any such transfer such Person may become a
Substituted Limited Partner pursuant to Article X. Except as set forth in the
immediately preceding sentence, or in connection with any pledge of (or any
related foreclosure on) a Limited Partner Interest solely for the purpose of
securing, directly or indirectly, indebtedness of the Partnership or Genesis
MLP, and except

<PAGE> 15

for the transfers contemplated by Section 10.3, a Limited
Partner may not transfer all or any part of its Limited Partner Interest or
withdraw from the Partnership.

4.4      Restrictions on Transfers

(a)  Notwithstanding the other provisions of this Article IV, no transfer of any
     Partnership Interest shall be made if such transfer would (i) violate the
     then applicable federal or state securities laws or rules and regulations
     of the Commission, any state securities commission or any other
     governmental authorities with jurisdiction over such transfer, (ii)
     terminate the existence or qualification of the Partnership or Genesis MLP
     under the laws of the jurisdiction of its formation, or (iii) cause the
     Partnership or Genesis MLP to be treated as an association taxable as a
     corporation or otherwise to be taxed as an entity for federal income tax
     purposes (to the extent not already so treated or taxed).

(b)  The General Partner may impose restrictions on the transfer of Partnership
     Interests if a subsequent Opinion of Counsel determines that such
     restrictions are necessary to avoid a significant risk of the Partnership
     or Genesis MLP becoming taxable as a corporation or otherwise to be taxed
     as an entity for federal income tax purposes. The restrictions may be
     imposed by making such amendments to this Agreement as the General Partner
     may determine to be necessary or appropriate to impose such restrictions.

4.5      Elimination and Cancellation of Subordinated LP Units and APIs

     At the closing of the Restructuring, the Outstanding Subordinated LP Units
and Outstanding APIs were eliminated and cancelled and all obligations
associated with either the Outstanding Subordinated LP Units or the Outstanding
APIs ceased and were no longer in effect.

4.6      Conversion of General Partner Interests

     At the closing of the Restructuring, Genesis MLP's Subordinated GP Units
were converted into a 99.99% Limited Partner Interest and the General Partner's
Subordinated GP Units were converted into a .01% General Partner Interest.

                                   ARTICLE V
                            CAPITAL CONTRIBUTIONS AND
                        ISSUANCE OF PARTNERSHIP INTERESTS

5.1      Previous Capital Contributions

     The Partners (or their predecessors) have heretofore made Capital
Contributions to the Partnership as provided in the previous versions of the
partnership agreement superseded by this Agreement.

5.2      Additional Contributions by General Partner

     Upon the issuance of any additional Limited Partner Interests, the General
Partner shall be required to make an additional Capital Contribution equal to
(i) .01 divided by 99.99 times (ii) the amount contributed to the Partnership by
the Limited Partners in exchange for such additional Limited Partner Interests.
Except as set forth in the immediately preceding sentence and Article XII, the
General Partner shall not be obligated to make any Capital Contributions to the
Partnership.

5.3      Interest and Withdrawal

     No interest shall be paid by the Partnership on Capital Contributions. No
Partner or Assignee shall be entitled to the withdrawal or return of its Capital
Contribution, except to the extent, if any, that distributions made pursuant to
this Agreement or upon termination of the Partnership may be considered as such
by law and then only to the extent provided for in this Agreement. Except to the
extent expressly provided in this Agreement, no Partner or Assignee shall have
priority over any other Partner or Assignee either as to the return of Capital
Contributions or as to profits,

<PAGE> 16

losses or distributions. Any such return shall
be a compromise to which all Partners and Assignees agree within the meaning of
Section 17-502(b) of the Delaware Act.

5.4      Capital Accounts

(a)      The Partnership shall maintain for each Partner (or a beneficial owner
         of Partnership Interests held by a nominee in any case in which the
         nominee has furnished the identity of such owner to the Partnership in
         accordance with Section 6031(c) of the Code or any other method
         acceptable to the General Partner in its sole discretion) owning a
         Partnership Interest a separate Capital Account with respect to such
         Partnership Interest in accordance with the rules of Treasury
         Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be
         increased by (i) the amount of all Capital Contributions made to the
         Partnership with respect to such Partnership Interest and (ii) all
         items of Partnership income and gain (including, without limitation,
         income and gain exempt from tax) computed in accordance with Section
         5.4(b) and allocated with respect to such Partnership Interest pursuant
         to Section 6.1, and decreased by (x) the amount of cash or Net Agreed
         Value of all actual and deemed distributions of cash or property made
         with respect to such Partnership Interest and (y) all items of
         Partnership deduction and loss computed in accordance with Section
         5.4(b) and allocated with respect to such Partnership Interest pursuant
         to Section 6.1.

(b)      For purposes of computing the amount of any item of income, gain, loss
         or deduction which is to be allocated pursuant to Article VI and is to
         be reflected in the Partners' Capital Accounts, the determination,
         recognition and classification of any such item shall be the same as
         its determination, recognition and classification for federal income
         tax purposes (including, without limitation, any method of
         depreciation, cost recovery or amortization used for that purpose),
         provided, that:

    (i)  All fees and other expenses incurred by the Partnership to promote the
         sale of (or to sell) a Partnership Interest that can neither be
         deducted nor amortized under Section 709 of the Code, if any, shall,
         for purposes of Capital Account maintenance, be treated as an item of
         deduction at the time such fees and other expenses are incurred and
         shall be allocated among the Partners pursuant to Section 6.1.

    (ii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)
         (2)(iv)(m), the computation of all items of income, gain, loss and
         deduction shall be made without regard to any election under Section
         754 of the Code which may be made by the Partnership and, as to those
         items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code,
         without regard to the fact that such items are not includable in gross
         income or are neither currently deductible nor capitalized for federal
         income tax purposes. To the extent an adjustment to the adjusted tax
         basis of any Partnership asset pursuant to Section 734(b) or
         743(b) of the Code is required, pursuant to Treasury Regulation
         Section  1.704  -1(b)(2)(iv)(m) to be taken into account in
         determining Capital Accounts, the amount of such adjustment in the
         Capital Accounts shall be treated as an item of gain or
         loss.

   (iii) Any income, gain or loss attributable to the taxable disposition of any
         Partnership property shall be determined as if the adjusted basis of
         such property as of such date of disposition were equal in amount to
         the Partnership's Carrying Value with respect to such property as of
         such date.

    (iv) In accordance with the requirements of Section 704(b) of the Code, any
         deductions for depreciation, cost recovery or amortization attributable
         to any Contributed Property shall be determined as if the adjusted
         basis of such property on the date it was acquired by the Partnership
         were equal to the Agreed Value of such property. Upon an adjustment
         pursuant to Section 5.4(d) to the Carrying Value of any Partnership
         property subject to depreciation, cost recovery or amortization, any
         further deductions for such depreciation, cost recovery or amortization
         attributable to such property shall be determined
         (A) as if the adjusted basis of such property were equal to the
         Carrying Value of such property immediately following such
         adjustment and (B) using a rate of depreciation, cost recovery or
         amortization derived from the same method and useful life
         (or, if applicable, the remaining useful life) as is applied for
         federal income tax purposes; provided, however, that, if
         the asset has a zero adjusted basis for federal income tax purposes,
         depreciation, cost recovery or amortization deductions shall be
         determined using any reasonable method that the General Partner may
         adopt.

<PAGE> 17

    (v)  If the Partnership's adjusted basis in a depreciable or cost recovery
         property is reduced for federal income tax purposes pursuant to Section
         48(q)(1) or 48(q)(3) of the Code, the amount of such reduction shall,
         solely for purposes hereof, be deemed to be an additional depreciation
         or cost recovery deduction in the year such property is placed in
         service and shall be allocated among the Partners pursuant to Section
         6.1. Any restoration of such basis pursuant to Section 48(q)(2) of the
         Code shall, to the extent possible, be allocated in the same manner to
         the Partners to whom such deemed deduction was allocated.

(c)      A transferee of a Partnership Interest shall succeed to a pro rata
         portion of the Capital Account of the transferor relating to the
         Partnership Interest so transferred.

(d)          (i)  In accordance with Treasury Regulation Section 1.704-1(b)(2)
         (iv)(f), on an issuance of additional Partnership Interests for cash or
         Contributed Property, the conversion of the General Partner's
         Partnership Interest to MLP Common Units pursuant to Section 11.3(b) of
         the Fourth Amended MLP Agreement, the Capital Account of all Partners
         and the Carrying Value of each Partnership property immediately prior
         to such issuance or conversion shall be adjusted upward or downward to
         reflect any Unrealized Gain or Unrealized Loss attributable to such
         Partnership property, as if such Unrealized Gain or Unrealized Loss
         had been recognized on an actual sale of each such property immediately
         prior to such issuance and had been allocated to the
         Partners at such time pursuant to Section 6.1(c) in the same manner as
         any item of gain or loss actually recognized during
         such period would have been allocated. In determining such Unrealized
         Gain or Unrealized Loss, the aggregate cash amount and
         fair market value of all Partnership assets (including, without
         limitation, cash or cash equivalents) immediately prior to
         the issuance of additional Partnership Interests shall be determined by
         the General Partner using such reasonable method of valuation as it may
         adopt; provided, however, that the General Partner, in arriving at such
         valuation, must take fully into account the fair market value of the
         Partnership Interests of all Partners at such time. The General Partner
         shall allocate such aggregate value among the assets of the Partnership
         (in such manner as it determines in its discretion to be reasonable) to
         arrive at a fair market value for individual properties.

              (ii)In accordance with Treasury Regulation Section
         1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed
         distribution to a Partner of any Partnership property (other than a
         distribution of cash that is not in redemption or retirement of a
         Partnership Interest), the Capital Accounts of all Partners and the
         Carrying Value of all Partnership property shall be adjusted upward or
         downward to reflect any Unrealized Gain or Unrealized Loss attributable
         to such Partnership property, as if such Unrealized Gain or Unrealized
         Loss had been recognized in a sale of such property immediately prior
         to such distribution for an amount equal to its fair market value, and
         had been allocated to the Partners, at such time, pursuant to Section
         6.1(c) in the same manner as any item of gain or loss actually
         recognized during such period would have been allocated. In determining
         such Unrealized Gain or Unrealized Loss the aggregate cash amount and
         fair market value of all Partnership assets (including, without
         limitation, cash or cash equivalents) immediately prior to a
         distribution shall (A) in the case of an actual distribution which is
         not made pursuant to Section 12.4 or in the case of a deemed
         contribution and/or distribution occurring as a result of a termination
         of the Partnership pursuant to Section 708 of the Code, be determined
         and allocated in the same manner as that provided in Section 5.4(d)(i)
         or (B) in the case of a liquidating distribution pursuant to Section
         12.4, be determined and allocated by the Liquidator using such
         reasonable method of valuation as it may adopt.

5.5      Issuances of Additional Partnership Securities

(a)  The Partnership may issue additional Partnership Securities and options,
     rights, warrants and appreciation rights relating to Partnership Securities
     for any Partnership purpose at any time and from time to time to such
     Persons for such consideration and on such terms and conditions as shall be
     established by the General Partner in its sole discretion, all without the
     approval of any Limited Partners.

(b)  Each additional Partnership Security authorized to be issued by the
     Partnership pursuant to Section 5.5(a) may be issued in one or more
     classes, or one or more series of any such classes, with such designations,
     preferences, rights, powers and duties (which may be senior to existing
     classes and series of Partnership Securities), as shall be fixed by the
     General Partner in the exercise of its sole discretion, including

<PAGE> 18

     (i) the right to share Partnership profits and losses or items thereof;
     (ii) the right to share in Partnership distributions; (iii) the rights upon
     dissolution and liquidation of the Partnership; (iv) whether, and the terms
     and conditions upon which, the Partnership may redeem such Partnership
     Security; (v) whether such Partnership Security is issued with the
     privilege of conversion or exchange and, if so, the terms and conditions of
     such conversion or exchange; (vi) the terms and conditions upon which such
     Partnership Security will be issued, evidenced by Certificates and assigned
     or transferred; and (vii) the right, if any, of such Partnership Security
     to vote on Partnership matters, including matters relating to the relative
     rights, preferences and privileges of such Partnership Security.

(c)  The General Partner is hereby authorized and directed to take all actions
     that it deems necessary or appropriate in connection with (i) each issuance
     of Partnership Securities pursuant to this Section 5.5, (ii) the admission
     of Additional Limited Partners and (iii) all additional issuances of
     Partnership Securities. The General Partner is further authorized and
     directed to specify the relative rights, powers and duties of the holders
     of Partnership Securities being so issued. The General Partner shall do all
     things necessary to comply with the Delaware Act and is authorized and
     directed to do all things it deems to be necessary or advisable in
     connection with any future issuance of Partnership Securities pursuant to
     the terms of this Agreement, including compliance with any statute, rule,
     regulation or guideline of any federal, state or other governmental agency.

5.6      Limited Preemptive Right

     Except as provided in this Section 5.6 and in Section 5.5, no Person shall
have any preemptive, preferential or other similar right with respect to (a)
additional Capital Contributions; (b) the issuance of any class or series of
Partnership Interests, whether unissued, held in the treasury or hereafter
created; (c) issuance of any obligations, evidences of indebtedness or other
securities of the Partnership convertible into or exchangeable for, or carrying
or accompanied by any rights to receive, purchase or subscribe to, any such
Partnership Interests; (d) issuance of any right of subscription to or right to
receive, or any warrant or option for the purchase of, any such Partnership
Interests; or (e) issuance or sale of any other securities that may be issued or
sold by the Partnership.

5.7      Fully Paid and Non-Assessable Nature of Limited Partner Interests

     All Limited Partner Interests issued to Limited Partners pursuant to, and
in accordance with the requirements of, this Article V shall be fully paid and
non-assessable Limited Partner Interests in the Partnership, except as such
non-assessability may be affected by Section 17-607 of the Delaware Act.

                                   ARTICLE VI
                          ALLOCATIONS AND DISTRIBUTIONS

6.1      Allocations for Capital Account Purposes

     For purposes of maintaining the Capital Accounts and in determining the
rights of the Partners among themselves, the Partnership's items of income,
gain, loss and deduction (computed in accordance with Section 5.4(b)) shall be
allocated among the Partners in each taxable year (or portion thereof) as
provided herein below.

(a)           Net Income. After giving effect to the special allocations set
              forth in Section 6.1(d), Net Income for each taxable year and all
              items of income, gain, loss and deduction taken into account in
              computing Net Income for such taxable year shall be allocated as
              follows:

     (i)      First, 100% to the General Partner until the aggregate Net Income
              allocated to the General Partner pursuant to this Section
              6.1(a)(i) for the current taxable year and all previous taxable
              years is equal to the aggregate Net Loss allocated to the General
              Partner pursuant to Section 6.1(b)(ii) for all previous taxable
              years;

    (ii)      Second, 100% to the Partners in accordance with their respective
              Percentage Interests, until the aggregate Net Income allocated to
              the Partners pursuant to this Section 6.1(a)(ii) for the current
              taxable

<PAGE> 19

              year and all previous taxable years is equal to the aggregate Net
              Loss allocated to the Partners pursuant to Section 6.1(b)(ii) for
              all previous taxable years; and

   (iii)      Third, the balance, if any, 100% to the Partners in accordance
              with their respective Percentage Interests.

(b)           Net Loss. After giving effect to the special allocations set forth
              in Section 6.1(d), Net Loss for each taxable period and all items
              of income, gain, loss and deduction taken into account in
              computing Net Loss for such taxable period shall be allocated
              among the Partners as follows:

     (i)      First, 100% to the Partners in accordance with their respective
              Percentage Interests, until the aggregate Net Loss allocated
              pursuant to this Section 6.1(b)(i) for the current taxable year
              and all previous taxable years is equal to the aggregate Net
              Income allocated to the Partners pursuant to Section 6.1(a)(iii)
              for all previous taxable years; provided, however, that Net Loss
              shall not be allocated to a Limited Partner pursuant to this
              Section 6.1(b)(i) to the extent that such allocation would cause a
              Limited Partner to have a deficit balance in its Adjusted Capital
              Account at the end of such taxable year (or increase any existing
              deficit balance in such Limited Partner's Adjusted Capital
              Account);

    (ii)      Second, 100% to the Partners in accordance with their respective
              Percentage Interests; provided that Net Loss shall not be
              allocated pursuant to this Section 6.1(b)(ii) to the extent that
              such allocation would cause any Limited Partner to have a deficit
              balance in its Adjusted Capital Account at the end of such taxable
              year (or increase any existing deficit balance in its Adjusted
              Capital Account); and

   (iii)      Third, the balance, if any, 100% to the General Partner.

(c)           Net Termination Gain and Loss. After giving effect to the special
              allocations set forth in Section 6.1(d), all items of income,
              gain, loss and deduction taken into account in computing Net
              Termination Gain or Net Termination Loss for such taxable period
              shall be allocated in the same manner as such Net Termination Gain
              or Net Termination Loss is allocated hereunder. All allocations
              under this Section 6.1(c) shall be made after Capital Account
              balances have been adjusted by all other allocations provided
              under this Section 6.1 and after all distributions of Available
              Cash provided under Sections 6.4 and 6.5 have been made with
              respect to the taxable period ending on or before the Liquidation
              Date; provided, however, that solely for purposes of this Section
              6.1(c), Capital Accounts shall not be adjusted for distributions
              made pursuant to Section 12.4.

    (i)       If a Net Termination Gain is recognized (or deemed recognized
              pursuant to Section 5.4(d)), such Net Termination Gain shall be
              allocated among the Partners in the following manner (and the
              Capital Accounts of the Partners shall be increased by the amount
              so allocated in each of the following subclauses, in the order
              listed, before an allocation is made pursuant to the next
              succeeding subclause):

         (A)  First, to each Partner having a deficit balance in its Capital
              Account, in the proportion that such deficit bears to the total
              deficit balances in the Capital Accounts of all Partners, until
              each Partner has been allocated Net Termination Gain equal to any
              such deficit balance in its Capital Account; and

         (B)  Second, the balance, if any, 100% to the Partners in accordance
              with their respective Percentage Interests.

    (ii)      If a Net Termination Loss is recognized (or deemed recognized
              pursuant to Section 5.4(d)), such Net Termination Loss shall be
              allocated to the Partners in the following manner:

         (A)  First, to the Partners in proportion to, and to the extent of, the
              positive balances in their respective Capital Accounts; and

         (B)  Second, the balance, if any, 100% to the General Partner.

<PAGE> 20

(d)           Special Allocations. Notwithstanding any other provision of this
              Section 6.1, the following special allocations shall be made for
              such taxable period:

    (i)       Partnership Minimum Gain Chargeback.  Notwithstanding any other
              provision of this Section 6.1, if there is a net decrease in
              Partnership Minimum Gain during any Partnership taxable period,
              each Partner shall be allocated items of Partnership income and
              gain for such period (and, if necessary, subsequent periods) in
              the manner and amounts provided in Treasury Regulation Sections
              1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any
              successor provision. For purposes of this Section 6.1(d), each
              Partner's Adjusted Capital Account balance shall be determined,
              and the allocation of income or gain required hereunder shall be
              effected, prior to the application of any other allocations
              pursuant to this Section 6.1(d) with respect to such taxable
              period (other than an allocation pursuant to Sections 6.1(d)(v)
              and 6.1(d)(vi)). This Section 6.1(d)(i) is intended to comply
              with the Partnership Minimum Gain chargeback requirement in
              Treasury Regulation Section 1.704-2(f) and shall be interpreted
              consistently therewith.

   (ii)       Chargeback of Partner Nonrecourse Debt Minimum Gain.
              Notwithstanding the other provisions of this Section 6.1 (other
              than Section 6.1(d)(i)), except as provided in Treasury Regulation
              Section 1.704-2(i)(4), if there is a net decrease in Partner
              Nonrecourse Debt Minimum Gain during any Partnership taxable
              period, any Partner with a share of Partner Nonrecourse Debt
              Minimum Gain at the beginning of such taxable period shall be
              allocated items of Partnership income and gain for such period
              (and, if necessary, subsequent periods) in the manner and amounts
              provided in Treasury Regulation Sections 1.704-2(i)(4) and
              1.704- 2(j)(2)(ii), or any successor provisions. For purposes of
              this Section 6.1(d), each Partner's Adjusted Capital Account
              balance shall be determined, and the allocation of income or gain
              required hereunder shall be effected, prior to the application of
              any other allocations pursuant to this Section 6.1(d), other than
              Section 6.1(d)(i) and other than an allocation pursuant to
              Sections 6.1(d)(v) and 6.1(d)(vi), with respect to such taxable
              period. This Section 6.1(d)(ii) is intended to comply with the
              chargeback of items of income and gain requirement in Treasury
              Regulation Section 1.704-2(i)(4)and shall be interpreted
              consistently therewith.

   (iii)      Qualified Income Offset. In the event any Partner unexpectedly
              receives any adjustments, allocations or distributions described
              in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4),
              1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of
              Partnership income and gain shall be specially allocated to such
              Partner in an amount and manner sufficient to eliminate, to the
              extent required by the Treasury Regulations promulgated under
              Section 704(b) of the Code, the deficit balance, if any, in its
              Adjusted Capital Account created by such adjustments, allocations
              or distributions as quickly as possible unless such deficit
              balance is otherwise eliminated pursuant to Section 6.1(d)(i) or
              6.1(d)(ii).

     (iv)     Gross Income Allocations.  In the event any Partner has a deficit
              balance in its Capital Account at the end of any Partnership
              taxable period in excess of the sum of (A) the amount such Partner
              is required to restore pursuant to the provisions of this
              Agreement and (B) the amount such Partner is deemed obligated to
              restore pursuant to Treasury Regulation Sections 1.704-2(g) and
              1.704-2(i)(5), such Partner shall be specially allocated items of
              Partnership gross income and gain in the amount of such excess as
              quickly as possible; provided, that an allocation pursuant to this
              Section  6.1(d)(iv) shall be made only if and to the extent that
              such Partner would have a deficit balance in its Capital Account
              as adjusted after all other allocations provided for in this
              Section 6.1 have been tentatively made as if this Section 6.1(d)
              (iv) were not in this Agreement.

      (v)     Nonrecourse Deductions. Nonrecourse Deductions for any taxable
              period shall be allocated to the Partners in accordance with their
              respective Percentage Interests. If the General Partner determines
              in its good faith discretion that the Partnership's Nonrecourse
              Deductions must be allocated in a different ratio to satisfy the
              safe harbor requirements of the Treasury Regulations promulgated
              under Section 704(b) of the Code, the General Partner is
              authorized, upon notice to the other Partners, to revise the
              prescribed ratio to the numerically closest ratio that does
              satisfy such requirements.

     (vi)     Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for
              any taxable period shall be allocated 100% to the Partner that
              bears the Economic Risk of Loss with respect to the Partner
              Nonrecourse Debt to which such Partner Nonrecourse Deductions are
              attributable in accordance with Treasury

<PAGE> 21

              Regulation Section 1.704-2(i). If more than one Partner bears the
              Economic Risk of Loss with respect to a Partner Nonrecourse Debt,
              such Partner Nonrecourse Deductions attributable thereto shall be
              allocated between or among such Partners in accordance with the
              ratios in which they share such Economic Risk of Loss.

    (vii)     Nonrecourse Liabilities. For purposes of Treasury Regulation
              Section 1.752 3(a)(3), the Partners agree that Nonrecourse
              Liabilities of the Partnership in excess of the sum of (A) the
              amount of Partnership Minimum Gain and (B) the total amount of
              Nonrecourse Built-in Gain shall be allocated among the Partners in
              accordance with their respective Percentage Interests.

   (viii)     Code Section 754 Adjustments. To the extent an adjustment to the
              adjusted tax basis of any Partnership asset pursuant to Section
              734(b) or 743(c) of the Code is required, pursuant to Treasury
              Regulation Section 1.704- 1(b)(2)(iv)(m), to be taken into account
              in determining Capital Accounts, the amount of such adjustment to
              the Capital Accounts shall be treated as an item of gain (if the
              adjustment increases the basis of the asset) or loss (if the
              adjustment decreases such basis), and such item of gain or loss
              shall be specially allocated to the Partners in a manner
              consistent with the manner in which their Capital Accounts are
              required to be adjusted pursuant to such Section of the Treasury
              Regulations.

     (ix)     Curative Allocation.  (A) Notwithstanding any other provision of
              this Section 6.1, other than the Required Allocations, the
              Required Allocations shall be taken into account in making the
              Agreed Allocations so that, to the extent possible, the net
              amount of items of income, gain, loss and deduction allocated to
              each Partner pursuant to the Required Allocations and the
              Agreed Allocations, together, shall be equal to the net amount of
              such items that would have been allocated to each such
              Partner under the Agreed Allocations had the Required Allocations
              and the related Curative Allocation not otherwise been
              provided in this Section 6.1. Notwithstanding the preceding
              sentence, Required Allocations relating to (1) Nonrecourse
              Deductions shall not be taken into account except to the extent
              that there has been a decrease in Partnership Minimum Gain
              and (2) Partner Nonrecourse Deductions shall not be taken into
              account except to the extent that there has been a decrease
              in Partner Nonrecourse Debt Minimum Gain. Allocations pursuant to
              this Section 6.1(d)(ix)(A) shall only be made with respect
              to Required Allocations to the extent the General Partner
              reasonably determines that such allocations will otherwise be
              inconsistent with the economic agreement among the Partners.
              Further, allocations pursuant to this Section 6.1(d)(ix)(A)
              shall be deferred with respect to allocations pursuant to clauses
              (1) and (2) hereof to the extent the General Partner
              reasonably determines that such allocations are likely to be
              offset by subsequent Required Allocations.

                   (A) The General Partner shall have reasonable discretion,
                   with respect to each taxable period, to (1) apply the
                   provisions of Section 6.1(d)(ix)(A) in whatever order is most
                   likely to minimize the economic distortions that might
                   otherwise result from the Required Allocations, and (2)
                   divide all allocations pursuant to Section 6.1(d)(ix)(A)
                   among the Partners in a manner that is likely to
                   minimize such economic distortions.

6.2      Allocations for Tax Purposes

(a)      Except as otherwise provided herein, for federal income tax purposes,
         each item of income, gain, loss and deduction shall be allocated among
         the Partners in the same manner as its correlative item of "book"
         income, gain, loss or deduction is allocated pursuant to Section 6.1.

(b)      In an attempt to eliminate Book-Tax Disparities attributable to a
         Contributed Property or Adjusted Property, items of income, gain, loss,
         depreciation, amortization and cost recovery deductions shall be
         allocated for federal income tax purposes among the Partners as
         follows:

    (i)  (A) In the case of a Contributed Property, such items attributable
         thereto shall be allocated among the Partners in the manner provided
         under Section 704(c) of the Code that takes into account the variation
         between the Agreed Value of such property and its adjusted basis at the
         time of contribution; and (B) any item of Residual Gain or Residual
         Loss attributable to a Contributed Property shall be allocated among
         the Partners in the same manner as its correlative item of "book" gain
         or loss is allocated pursuant to Section 6.1.

<PAGE> 21


   (ii)  (A) In the case of an Adjusted Property, such items shall (1) first, be
         allocated among the Partners in a manner consistent with the principles
         of Section 704(c) of the Code to take into account the Unrealized Gain
         or Unrealized Loss attributable to such property and the allocations
         thereof pursuant to Section 5.4(d)(i) or 5.4(d)(ii), and (2) second, in
         the event such property was originally a Contributed Property, be
         allocated among the Partners in a manner consistent with Section
          6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss
         attributable to an Adjusted Property shall be allocated among the
         Partners in the same manner as its correlative item of "book" gain or
         loss is allocated pursuant to Section 6.1.

   (iii) The General Partner shall apply the principles of Treasury Regulation
         Section 1.704-3(d) to eliminate Book-Tax Disparities.

(c)  For the proper administration of the Partnership and for the preservation
     of uniformity of Partnership Interests (or any class or classes thereof),
     the General Partner shall have sole discretion to (i) adopt such
     conventions as it deems appropriate in determining the amount of
     depreciation, amortization and cost recovery deductions; (ii) make special
     allocations for federal income tax purposes of income (including, without
     limitation, gross income) or deductions; and (iii) amend the provisions of
     this Agreement as appropriate (x) to reflect the proposal or promulgation
     of Treasury regulations under Section 704(b) or 704(c) of the Code or (y)
     otherwise to preserve or achieve uniformity of Units or other limited
     partner interests of Genesis MLP (or any class or classes thereof). The
     General Partner may adopt such conventions, make such allocations and make
     such amendments to this Agreement as provided in this Section 6.2(c) only
     if such conventions, allocations or amendments would not have a material
     adverse effect on the Partners, the holders of any class or classes of
     Units or other limited partner interests of Genesis MLP issued and
     outstanding or the Partnership, and if such allocations are consistent with
     the principles of Section 704 of the Code.

(d)  The General Partner in its discretion may determine to depreciate or
     amortize the portion of an adjustment under Section 743(b) of the Code
     attributable to unrealized appreciation in any Adjusted Property (to the
     extent of the unamortized Book-Tax Disparity) using a predetermined rate
     derived from the depreciation or amortization method and useful life
     applied to the Partnership's common basis of such property, despite any
     inconsistency of such approach with Treasury Regulation Section
     1.167(c)-l(a)(6) or Treasury Regulation Section 1.197-2(g)(3). If the
     General Partner determines that such reporting position cannot reasonably
     be taken, the General Partner may adopt depreciation and amortization
     conventions under which all purchasers acquiring limited partnership
     interests of Genesis MLP in the same month would receive depreciation and
     amortization deductions, based upon the same applicable rate as if they had
     purchased a direct interest in the Partnership's property. If the General
     Partner chooses not to utilize such aggregate method, the General Partner
     may use any other reasonable depreciation and amortization conventions to
     preserve the uniformity of the intrinsic tax characteristics of any limited
     partnership interests of Genesis MLP that would not have a material adverse
     effect on the Partners or the holders of any class or classes of limited
     partnership interests of Genesis MLP.

(e)  Any gain allocated to the Partners upon the sale or other taxable
     disposition of any Partnership asset shall, to the extent possible, after
     taking into account other required allocations of gain pursuant to this
     Section 6.2, be characterized as Recapture Income in the same proportions
     and to the same extent as such Partners (or their predecessors in interest)
     have been allocated any deductions directly or indirectly giving rise to
     the treatment of such gains as Recapture Income.

(f)  All items of income, gain, loss, deduction and credit recognized by the
     Partnership for federal income tax purposes and allocated to the Partners
     in accordance with the provisions hereof shall be determined without regard
     to any election under Section 754 of the Code which may be made by the
     Partnership; provided, however, that such allocations, once made, shall be
     adjusted as necessary or appropriate to take into account those adjustments
     permitted or required by Sections 734 and 743 of the Code.

(g)  The General Partner may adopt such methods of allocation of income, gain,
     loss or deduction between a transferor and a transferee of a Partnership
     Interest as it determines necessary, to the extent permitted or required by
     Section 706 of the Code and the regulations or rulings promulgated
     thereunder.

<PAGE> 23

(h)  Allocations that would otherwise be made to a Partner under the provisions
     of this Article VI shall instead be made to the beneficial owner of
     Partnership Interests held by a nominee in any case in which the nominee
     has furnished the identity of such owner to the Partnership in accordance
     with Section 6031(c) of the Code or any other method acceptable to the
     General Partner in its sole discretion.

6.3      Requirement and Characterization of Distributions; Distributions to
Record Holders

(a)  Within 45 days following the end of each Quarter, an amount equal to 100%
     of Available Cash with respect to such Quarter shall, subject to Section
     17-607 of the Delaware Act, be distributed in accordance with this Article
     VI by the Partnership to the Partners in accordance with their respective
     Percentage Interests. All amounts of Available Cash distributed by the
     Partnership on any date from any source shall be deemed to be Operating
     Surplus until the sum of all amounts of Available Cash theretofore
     distributed by the Partnership to the Partners pursuant to Section 6.4
     equals the Operating Surplus from the Initial Closing Date through the
     close of the immediately preceding Quarter. Any remaining amounts of
     Available Cash distributed by the Partnership on such date shall, except as
     otherwise provided in Section 6.5, be deemed to be "Capital Surplus." All
     distributions required to be made under this Agreement shall be made
     subject to Section 17-607 of the Delaware Act.

(b)  In the event of the dissolution and liquidation of the Partnership, all
     receipts received during or after the Quarter in which the Liquidation Date
     occurs, other than from borrowings described in (a)(ii) of the definition
     of Available Cash, shall be applied and distributed solely in accordance
     with, and subject to the terms and conditions of, Section 12.4.

(c)  The General Partner shall have the discretion to treat taxes paid by the
     Partnership on behalf of, or amounts withheld with respect to, all or less
     than all of the Partners, as a distribution of Available Cash to such
     Partners.

6.4      Distributions of Available Cash from Operating Surplus

     Available Cash that is deemed to be Operating Surplus pursuant to the
provisions of Section 6.3 or 6.5 shall, subject to Section 17-607 of the
Delaware Act and except as otherwise required by Section 5.5(b) (in respect of
additional Partnership Securities issued pursuant thereto) or permitted by
Section 6.8, be distributed to all Partners, in accordance with their respective
Percentage Interests.

6.5      Distributions of Available Cash from Capital Surplus

     Available Cash with respect to any Quarter that is deemed to be Capital
Surplus pursuant to the provisions of Section 6.3 shall, subject to Section
17-607 of the Delaware Act, be distributed as follows, unless the provisions of
Section 6.3 require otherwise:

(a)  First, 100% to all Partners, in accordance with their respective Percentage
     Interests, until there has been distributed to the Partners an amount such
     that, after giving effect to the distribution of such amount by Genesis
     MLP, a hypothetical holder of a MLP Common Unit acquired on the Initial
     Closing Date has received with respect to such MLP Common Unit, during the
     period since the Initial Closing Date through such date, distributions of
     Available Cash that are deemed to be Capital Surplus in an aggregate amount
     equal to the Initial Unit Price; and

(b)  Thereafter, all Available Cash that is deemed to be Capital Surplus
     pursuant to the provisions of Section 6.3 shall be distributed as if it
     were Operating Surplus and shall be distributed in accordance with Section
     6.4.


<PAGE> 24



                                  ARTICLE VII
                      MANAGEMENT AND OPERATION OF BUSINESS

7.1      Management

(a)  The General Partner shall conduct, direct and manage all activities of the
     Partnership. Except as otherwise expressly provided in this Agreement, all
     management powers over the business and affairs of the Partnership shall be
     exclusively vested in the General Partner, and no Limited Partner or
     Assignee shall have any management power over the business and affairs of
     the Partnership. In addition to the powers now or hereafter granted a
     general partner of a limited partnership under applicable law or which are
     granted to the General Partner under any other provision of this Agreement,
     the General Partner, subject to Section 7.3, shall have full power and
     authority to do all things and on such terms as it, in its sole discretion,
     may deem necessary or appropriate to conduct the business of the
     Partnership, to exercise all powers set forth in Section 2.5 and to
     effectuate the purposes set forth in Section 2.4, including the following:

    (i)  the making of any expenditures, the lending or borrowing of money, the
         assumption or guarantee of, or other contracting for, indebtedness and
         other liabilities, the issuance of evidences of indebtedness, including
         indebtedness that is convertible into a Partnership Interest, and the
         incurring of any other obligations;

   (ii)  the making of tax, regulatory and other filings, or rendering of
         periodic or other reports to governmental or other agencies having
         jurisdiction over the business or assets of the Partnership;

  (iii)  the acquisition, disposition, mortgage, pledge, encumbrance,
         hypothecation or exchange of any or all of the assets of the
         Partnership or the merger or other combination of the Partnership with
         or into another Person (the matters described in this clause (iii)
         being subject, however, to any prior approval that may be required by
         Section 7.3);

    (iv) the use of the assets of the Partnership (including cash on hand) for
         any purpose consistent with the terms of this Agreement, including the
         financing of the conduct of the operations of the Partnership Group,
         subject to Section 7.6, the lending of funds to other Persons
         (including Genesis MLP and any Group Member), the repayment of
         obligations of Genesis MLP or any Group Member and the making of
         capital contributions to any member of the Partnership Group;

     (v) the negotiation, execution and performance of any contracts,
         conveyances or other instruments (including instruments that limit the
         liability of the Partnership under contractual arrangements to all or
         particular assets of the Partnership, with the other party to the
         contract to have no recourse against the General Partner or its assets
         other than its interest in the Partnership, even if same results in the
         terms of the transaction being less favorable to the Partnership than
         would otherwise be the case);

    (vi) the distribution of Partnership cash;

   (vii) the selection and dismissal of employees (including employees having
         titles such as "president," "vice president," "secretary" and
         "treasurer")and agents, outside attorneys, accountants, consultants and
         contractors and the determination of their compensation and other terms
         of employment or hiring;

  (viii) the maintenance of such insurance for the benefit of the Partnership
         Group and the Partners as it deems necessary or appropriate;

    (ix) the formation of, or acquisition of an interest in, and the
         contribution of property and the making of loans to, any further
         limited or general partnerships, joint ventures, corporations or other
         relationships subject, however, to the restrictions set forth in
         Section 2.4;

<PAGE> 25

    (x)  the control of any matters affecting the rights and obligations of the
         Partnership, including the bringing and defending of actions at law
         or in equity and otherwise engaging in the conduct of litigation and
         the incurring of legal expense and the settlement of claims and
         litigation;

   (xi)  the indemnification of any Person against liabilities and contingencies
         to the extent permitted by law; and

  (xii)  the purchase, sale or other acquisition or disposition of Partnership
         Securities, or, unless restricted or prohibited by Section 5.5, the
         issuance of additional Partnership Securities and options, rights,
         warrants and appreciation rights relating to Partnership Securities.

(b)  Notwithstanding any other provision of this Agreement, the Fourth Amended
     MLP Partnership, the Delaware Act or any applicable law, rule or
     regulation, each of the Partners and Assignees and each other Person who
     may acquire an interest in the Partnership hereby (i) approves, ratifies
     and confirms the execution, delivery and performance by the parties thereto
     of this Agreement, the Fourth Amended MLP Agreement, and the other
     agreements described in or filed as part of the Proxy Statement; (ii)
     agrees that the General Partner (on its own or through any officer of the
     Partnership) is authorized to execute, deliver and perform the agreements
     referred to in clause (i) of this sentence and the other agreements, acts,
     transactions and matters described in or contemplated by the Proxy
     Statement on behalf of the Partnership without any further act, approval or
     vote of the Partners or the Assignees or the other Persons who may acquire
     an interest in the Partnership; and (iii) agrees that the execution,
     delivery or performance by the General Partner, Genesis MLP, any Group
     Member or any Affiliate of any of them, of this Agreement or any agreement
     authorized or permitted under this Agreement, shall not constitute a breach
     by the General Partner of any duty that the General Partner may owe the
     Partnership or the Limited Partners or any other Persons under this
     Agreement (or any other agreements) or of any duty stated or implied by law
     or equity.

7.2      Certificate of Limited Partnership

     The General Partner has caused the Amended and Restated Certificate of
Limited Partnership to be filed with the Secretary of State of the State of
Delaware as required by the Delaware Act and shall use all reasonable efforts to
cause to be filed such other certificates or documents as may be determined by
the General Partner in its sole discretion to be reasonable and necessary or
appropriate for the formation, continuation, qualification and operation of a
limited partnership (or a partnership in which the limited partners have limited
liability) in the State of Delaware or any other state in which the Partnership
may elect to do business or own property. To the extent that such action is
determined by the General Partner in its sole discretion to be reasonable and
necessary or appropriate, the General Partner shall file amendments to and
restatements of the Certificate of Limited Partnership and do all things to
maintain the Partnership as a limited partnership (or a partnership or other
entity in which the limited partners have limited liability) under the laws of
the State of Delaware or of any other state in which the Partnership may elect
to do business or own property. Subject to the terms of Section 3.4(a), the
General Partner shall not be required, before or after filing, to deliver or
mail a copy of the Certificate of Limited Partnership, any qualification
document or any amendment thereto to any Limited Partner or Assignee.

7.3      Restrictions on the General Partner's Authority

(a)  The General Partner may not, without written approval of the specific act
     by the Limited Partners or by other written instrument executed and
     delivered by the Limited Partners subsequent to the date of this Agreement,
     take any action in contravention of this Agreement, including, except as
     otherwise provided in this Agreement, (i) committing any act that would
     make it impossible to carry on the ordinary business of the Partnership;
     (ii) possessing Partnership property, or assigning any rights in specific
     Partnership property, for other than a Partnership purpose; (iii) admitting
     a Person as a Partner; (iv) amending this Agreement in any manner; or (v)
     transferring its General Partner Interest.

(b)  Except as provided in Articles XII and XIV, the General Partner may not
     sell, exchange or otherwise dispose of all or substantially all of the
     Partnership's assets in a single transaction or a series of related
     transactions (including by way of merger, consolidation or other
     combination) or approve on behalf of the Partnership the sale, exchange or
     other disposition of all or substantially all of the assets of the
     Partnership,

<PAGE> 26

     without the approval of holders of a Majority Interest;
     provided, however, that this provision shall not preclude or limit the
     General Partner's ability to mortgage, pledge, hypothecate or grant a
     security interest in all or substantially all of the assets of the
     Partnership and shall not apply to any forced sale of any or all of the
     assets of the Partnership pursuant to the foreclosure of, or other
     realization upon, any such encumbrance.

7.4      Reimbursement of the General Partner

(a)  Except as provided in this Section 7.4 and elsewhere in this Agreement or
     the Fourth Amended MLP Agreement, the General Partner shall not be
     compensated for its services as General Partner, general partner of Genesis
     MLP or as general partner of any Group Member.

(b)  The General Partner shall be reimbursed on a monthly basis, or such other
     reasonable basis as the General Partner may determine in its sole
     discretion, for (i) all direct and indirect expenses it incurs or payments
     it makes on behalf of the Partnership (including salary, bonus, incentive
     compensation and other amounts paid to any Person, including Affiliates of
     the General Partner, to perform services for the Partnership or for the
     General Partner in the discharge of its duties to the Partnership), and
     (ii) all other necessary or appropriate expenses allocable to the
     Partnership or otherwise reasonably incurred by the General Partner in
     connection with operating the Partnership's business (including expenses
     allocated to the General Partner by its Affiliates). The General Partner
     shall determine the expenses that are allocable to the Partnership in any
     reasonable manner determined by the General Partner in its sole discretion.
     Reimbursements pursuant to this Section 7.4 shall be in addition to any
     reimbursement to the General Partner as a result of indemnification
     pursuant to Section 7.7.

(c)  Expenses incurred by the General Partner in connection with any employee
     benefit plans, employee programs and employee practices (including the net
     cost to the General Partner or such Affiliate of MLP Units or other MLP
     Partnership Securities purchased by the General Partner or such Affiliate
     from the Partnership to fulfill options or awards under such plans,
     programs and practices) shall be reimbursed in accordance with Section
     7.4(b). Any and all obligations of the General Partner under any employee
     benefit plans, employee programs or employee practices adopted by the
     General Partner as permitted by this Section 7.4(c) shall constitute
     obligations of the General Partner hereunder and shall be assumed by any
     successor General Partner approved pursuant to Section 11.1 or 11.2 or the
     transferee of or successor to all of the General Partner's General Partner
     Interest pursuant to Section 4.2.

7.5      Outside Activities

(a)  The General Partner, for so long as it is the General Partner of the
     Partnership, (i) agrees that its sole business will be to act as a general
     partner or managing member, as the case may be, of the Partnership, Genesis
     MLP and any other partnership or limited liability company of which the
     Partnership or Genesis MLP is, directly or indirectly, a partner or member,
     and to undertake activities that are ancillary or related thereto
     (including being a limited partner or member in the Genesis MLP or any
     other such partnership or limited liability company) and (ii) shall not,
     directly or indirectly, engage in any business or activity or incur any
     debts or liabilities except in connection with or incidental to (A) its
     performance as general partner or managing member, as the case may be, of
     the Partnership, Genesis MLP or one or more Group Members or as described
     in or contemplated by the Registration Statement or the Proxy Statement or
     (B) the acquiring, owning or disposing of debt or equity securities in any
     Group Member.

(b)  Salomon, Basis Petroleum, Inc. and Howell continue to be parties to the
     Non-Competition Agreement, which agreement sets forth certain restrictions
     on their ability to engage in the business of (i) crude oil gathering at
     the wellhead in the states of Alabama, Florida, Kansas, Louisiana,
     Mississippi, New Mexico, Oklahoma or Texas, or any states contiguous to
     such states, and (ii) transporting for third parties crude oil by pipeline
     along the routes of the Partnership's crude oil pipelines owned as of the
     Initial Closing Date. The Non-Competition Agreement remains in effect in
     accordance with its terms.

(c)  Except as specifically restricted by Section 7.5(a) and the Non-Competition
     Agreement, each Indemnitee (other than the General Partner) shall have the
     right to engage in businesses of every type and description and other
     activities for profit and to engage in and possess an interest in other
     business ventures of any and every type or description, whether in
     businesses engaged in or anticipated to be engaged in by Genesis

<PAGE> 27

     MLP or any Group Member, independently or with others, including business
     interests and activities in direct competition with the business and
     activities of Genesis MLP or any Group Member, and none of the same shall
     constitute a breach of this Agreement or any duty express or implied by
     law to Genesis MLP or any Group Member or any Partner or Assignee. Neither
     Genesis MLP nor any Group Member, nor any Limited Partner nor any other
     Person shall have any rights by virtue of this Agreement, the Fourth
     Amended MLP Agreement or the partnership relationship established hereby in
     any business ventures of any Indemnitee.

(d)  Subject to the terms of Sections 7.5(a), 7.5(b) and 7.5(c) and the
     Non-Competition Agreement, but otherwise notwithstanding anything to the
     contrary in this Agreement, (i) the engaging in competitive activities by
     any Indemnitees (other than the General Partner) in accordance with the
     provisions of this Section 7.5 is hereby approved by the Partnership and
     all Partners and (ii) it shall be deemed not to be a breach of the General
     Partner's fiduciary duty or any other obligation of any type whatsoever of
     the General Partner for the Indemnitees (other than the General Partner) to
     engage in such business interests and activities in preference to or to the
     exclusion of the Partnership, and the General Partner and the Indemnitees
     shall have no obligation to present business opportunities to the
     Partnership.

(e)  The General Partner and any of its Affiliates may acquire Partnership
     Securities in addition to those heretofore acquired and, except as
     otherwise provided in this Agreement, shall be entitled to exercise all
     rights relating to such Partnership Securities.

(f)  The term "Affiliates" when used in this Section 7.5 with respect to the
     General Partner shall not include any Group Member or any Subsidiary of
     Genesis MLP or any Group Member.

7.6      Loans from the General Partner; Loans or Contributions from the
Partnership;  Contracts with Affiliates;  Certain Restrictions on the General
Partner

(a)  The General Partner or any of its Affiliates may lend to Genesis MLP or any
     Group Member, and Genesis MLP or any Group Member may borrow from the
     General Partner or any of its Affiliates, funds needed or desired by
     Genesis MLP or the Group Member for such periods of time and in such
     amounts as the General Partner may determine; provided, however, that in
     any such case the lending party may not charge the borrowing party interest
     at a rate greater than the rate that would be charged the borrowing party
     or impose terms less favorable to the borrowing party than would be charged
     or imposed on the borrowing party by unrelated lenders on comparable loans
     made on an arm's-length basis (without reference to the lending party's
     financial abilities or guarantees). The borrowing party shall reimburse the
     lending party for any costs (other than any additional interest costs)
     incurred by the lending party in connection with the borrowing of such
     funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term
     "Group Member" shall include any Affiliate of a Group Member that is
     controlled by the Group Member. No Group Member may lend funds to the
     General Partner or any of its Affiliates (other than Genesis MLP or another
     Group Member).

(b)  The Partnership may lend or contribute to any Group Member, and any Group
     Member may borrow from the Partnership, funds on terms and conditions
     established in the sole discretion of the General Partner; provided,
     however, that the Partnership may not charge the Group Member interest at a
     rate less than the rate that would be charged to the Group Member (without
     reference to the General Partner's financial abilities or guarantees) by
     unrelated lenders on comparable loans. The foregoing authority shall be
     exercised by the General Partner in its sole discretion and shall not
     create any right or benefit in favor of any Group Member or any other
     Person.

(c)  The General Partner may itself, or may enter into an agreement with any of
     its Affiliates to, render services to a Group Member or to the General
     Partner in the discharge of its duties as general partner of the
     Partnership. Any services rendered to a Group Member by the General Partner
     or any of its Affiliates shall be on terms that are fair and reasonable to
     the Partnership; provided, however, that the requirements of this Section
     7.6(c) shall be deemed satisfied as to (i) any transaction approved by
     Special Approval, (ii) any transaction, the terms of which are no less
     favorable to the Partnership Group than those generally being provided to
     or available from unrelated third parties or (iii) any transaction that,
     taking into account the totality of the relationships between the parties
     involved (including other transactions that may be particularly favorable

<PAGE> 28

     or advantageous to the Partnership Group), is equitable to the Partnership
     Group. The provisions of Section 7.4 shall apply to the rendering of
     services described in this Section 7.6(c).

(d)  The Partnership Group may transfer assets to joint ventures, other
     partnerships, corporations, limited liability companies or other business
     entities in which it is or thereby becomes a participant upon such terms
     and subject to such conditions as are consistent with this Agreement and
     applicable law.

(e)  Neither the General Partner nor any of its Affiliates shall sell, transfer
     or convey any property to, or purchase any property from the Partnership,
     directly or indirectly, except pursuant to transactions that are fair and
     reasonable to the Partnership; provided, however, that the requirements of
     this Section 7.6(e) shall be deemed to be satisfied as to (i) the
     transactions effected pursuant to Sections 5.1, 5.2 and 5.3 of the First
     Amended Agreement, the Conveyance Agreement and any other transactions
     described in or contemplated by the Registration Statement or the Proxy
     Statement, (ii) any transaction approved by Special Approval, (iii) any
     transaction, the terms of which are no less favorable to the Partnership
     than those generally being provided to or available from unrelated third
     parties, or (iv) any transaction that, taking into account the totality of
     the relationships between the parties involved (including other
     transactions that may be particularly favorable or advantageous to the
     Partnership), is equitable to the Partnership. With respect to any
     contribution of assets to the Partnership in exchange for Partnership
     Securities, the Audit Committee, in determining whether the appropriate
     number of Partnership Securities are being issued, may take into account,
     among other things, the fair market value of the assets, the liquidated and
     contingent liabilities assumed, the tax basis in the assets, the extent to
     which tax-only allocations to the transferor will protect the existing
     partners of the Partnership against a low tax basis, and such other factors
     as the Audit Committee deems relevant under the circumstances.

(f)  The General Partner and its Affiliates will have no obligation to permit
     any Group Member to use any facilities or assets of the General Partner and
     its Affiliates, except as may be provided in contracts entered into from
     time to time specifically dealing with such use, nor shall there be any
     obligation on the part of the General Partner or its Affiliates to enter
     into such contracts.

(g)  Without limitation of Sections 7.6(a) through 7.6(f), and notwithstanding
     anything to the contrary in this Agreement, the existence of the conflicts
     of interest described in the Registration Statement or the Proxy Statement
     are hereby approved by all Partners.

7.7      Indemnification

(a)  To the fullest extent permitted by law but subject to the limitations
     expressly provided in this Agreement, all Indemnitees shall be indemnified
     and held harmless by the Partnership from and against any and all losses,
     claims, damages, liabilities, joint or several, expenses (including legal
     fees and expenses), judgments, fines, penalties, interest, settlements or
     other amounts arising from any and all claims, demands, actions, suits or
     proceedings, whether civil, criminal, administrative or investigative, in
     which any Indemnitee may be involved, or is threatened to be involved, as a
     party or otherwise, by reason of its status as an Indemnitee; provided,
     that in each case the Indemnitee acted in good faith and in a manner that
     such Indemnitee reasonably believed to be in, or not opposed to, the best
     interests of the Partnership and, with respect to any criminal proceeding,
     had no reasonable cause to believe its conduct was unlawful. The
     termination of any action, suit or proceeding by judgment, order,
     settlement, conviction or upon a plea of nolo contendere, or its
     equivalent, shall not create a presumption that the Indemnitee acted in a
     manner contrary to that specified above. Any indemnification pursuant to
     this Section 7.7 shall be made only out of the assets of the Partnership,
     it being agreed that the General Partner shall not be personally liable for
     such indemnification and shall have no obligation to contribute or loan any
     monies or property to the Partnership to enable it to effectuate such
     indemnification.

(b)  To the fullest extent permitted by law, expenses (including legal fees and
     expenses) incurred by an Indemnitee who is indemnified pursuant to Section
     7.7(a) in defending any claim, demand, action, suit or proceeding shall,
     from time to time, be advanced by the Partnership prior to the final
     disposition of such claim, demand, action, suit or proceeding upon receipt
     by the Partnership of any undertaking by or on behalf of the Indemnitee to
     repay such amount if it shall be determined that the Indemnitee is not
     entitled to be indemnified as authorized in this Section 7.7.

<PAGE> 29

(c)  The indemnification provided by this Section 7.7 shall be in addition to
     any other rights to which an Indemnitee may be entitled under any
     agreement, pursuant to any vote of the Partners, as a matter of law or
     otherwise, both as to actions in the Indemnitee's capacity as an Indemnitee
     and as to actions in any other capacity (including any capacity under the
     Underwriting Agreement dated November 26, 1996 among the Partnership,
     Genesis MLP, and the underwriters and other parties named therein), and
     shall continue as to an Indemnitee who has ceased to serve in such capacity
     and shall inure to the benefit of the heirs, successors, assigns and
     administrators of the Indemnitee.

(d)  The Partnership may purchase and maintain (or reimburse the General Partner
     or its Affiliates for the cost of) insurance, on behalf of the General
     Partner, its Affiliates and such other Persons as the General Partner shall
     determine, against any liability that may be asserted against or expense
     that may be incurred by such Person in connection with the Partnership's
     activities or such Person's activities on behalf of the Partnership,
     regardless of whether the Partnership would have the power to indemnify
     such Person against such liability under the provisions of this Agreement.

(e)  For purposes of this Section 7.7, the Partnership shall be deemed to have
     requested an Indemnitee to serve as fiduciary of an employee benefit plan
     whenever the performance by it of its duties to the Partnership also
     imposes duties on, or otherwise involves services by, it to the plan or
     participants or beneficiaries of the plan; excise taxes assessed on an
     Indemnitee with respect to an employee benefit plan pursuant to applicable
     law shall constitute "fines" within the meaning of Section 7.7(a); and
     action taken or omitted by it with respect to any employee benefit plan in
     the performance of its duties for a purpose reasonably believed by it to be
     in the interest of the participants and beneficiaries of the plan shall be
     deemed to be for a purpose which is in, or not opposed to, the best
     interests of the Partnership.

(f)  In no event may an Indemnitee subject the Limited Partners to personal
     liability by reason of the indemnification provisions set forth in this
     Agreement.

(g)  An Indemnitee shall not be denied indemnification in whole or in part under
     this Section 7.7 because the Indemnitee had an interest in the transaction
     with respect to which the indemnification applies if the transaction was
     otherwise permitted by the terms of this Agreement.

(h)  The provisions of this Section 7.7 are for the benefit of the Indemnitees,
     their heirs, successors, assigns and administrators and shall not be deemed
     to create any rights for the benefit of any other Persons.

(i)  No amendment, modification or repeal of this Section 7.7 or any provision
     hereof shall in any manner terminate, reduce or impair the right of any
     past, present or future Indemnitee to be indemnified by the Partnership,
     nor the obligations of the Partnership to indemnify any such Indemnitee
     under and in accordance with the provisions of this Section 7.7 as in
     effect immediately prior to such amendment, modification or repeal with
     respect to claims arising from or relating to matters occurring, in whole
     or in part, prior to such amendment, modification or repeal, regardless of
     when such claims may arise or be asserted.

7.8      Liability of Indemnitees

(a)  Notwithstanding anything to the contrary set forth in this Agreement, no
     Indemnitee shall be liable for monetary damages to the Partnership, the
     Limited Partners, the Assignees or any other Persons who have acquired
     interests in Partnership Securities or MLP Units, for losses sustained or
     liabilities incurred as a result of any act or omission if such Indemnitee
     acted in good faith.

(b)  Subject to its obligations and duties as the General Partner set forth in
     Section 7.1(a), the General Partner may exercise any of the powers granted
     to it by this Agreement and perform any of the duties imposed upon it
     hereunder either directly or by or through its agents, and the General
     Partner shall not be responsible for any misconduct or negligence on the
     part of any such agent appointed by the General Partner in good faith.

(c)  To the extent that, at law or in equity, an Indemnitee has duties
     (including fiduciary duties) and liabilities relating thereto to the
     Partnership or to the Limited Partners, the General Partner and any other

<PAGE> 30

     Indemnitee acting in connection with the Partnership's business or affairs
     shall not be liable to the Partnership or to any Partner for its good faith
     reliance on the provisions of this Agreement. The provisions of this
     Agreement, to the extent that they restrict or otherwise modify the duties
     and liabilities of an Indemnitee otherwise existing at law or in equity,
     are agreed by the Partners to replace such other duties and liabilities of
     such Indemnitee.

(d)  Any amendment, modification or repeal of this Section 7.8 or any provision
     hereof shall be prospective only and shall not in any way affect the
     limitations on the liability of the Indemnitees under this Section 7.8 as
     in effect immediately prior to such amendment, modification or repeal with
     respect to claims arising from or relating to matters occurring, in whole
     or in part, prior to such amendment, modification or repeal, regardless of
     when such claims may arise or be asserted.

7.9      Resolution of Conflicts of Interest

(a)  Unless otherwise expressly provided in this Agreement or the Fourth Amended
     MLP Agreement, whenever a potential conflict of interest exists or arises
     between the General Partner or any of its Affiliates, on the one hand, and
     the Partnership, Genesis MLP, any Partner, or any Assignee on the other,
     any resolution or course of action by the General Partner or its Affiliates
     in respect of such conflict of interest shall be permitted and deemed
     approved by all Partners, and shall not constitute a breach of this
     Agreement, of the Fourth Amended MLP Agreement, of any agreement
     contemplated herein or therein, or of any duty stated or implied by law or
     equity, if the resolution or course of action is, or by operation of this
     Agreement is deemed to be, fair and reasonable to the Partnership. The
     General Partner shall be authorized but not required in connection with its
     resolution of such conflict of interest to seek Special Approval of such
     resolution. Any conflict of interest and any resolution of such conflict of
     interest shall be conclusively deemed fair and reasonable to the
     Partnership if such conflict of interest or resolution is (i) approved by
     Special Approval (as long as the material facts known to the General
     Partner or any of its Affiliates regarding any proposed transaction were
     disclosed to the Audit Committee at the time it gave its approval), (ii) on
     terms no less favorable to the Partnership than those generally being
     provided to or available from unrelated third parties or (iii) fair to the
     Partnership, taking into account the totality of the relationships between
     the parties involved (including other transactions that may be particularly
     favorable or advantageous to the Partnership). The General Partner may also
     adopt a resolution or course of action that has not received Special
     Approval. The General Partner (including the Audit Committee in connection
     with Special Approval) shall be authorized in connection with its
     determination of what is "fair and reasonable" to the Partnership and in
     connection with its resolution of any conflict of interest to consider (A)
     the relative interests of any party to such conflict, agreement,
     transaction or situation and the benefits and burdens relating to such
     interest; (B) any customary or accepted industry practices and any
     customary or historical dealings with a particular Person; (C) any
     applicable generally accepted accounting practices or principles; and (D)
     such additional factors as the General Partner (including the Audit
     Committee) determines in its sole discretion to be relevant, reasonable or
     appropriate under the circumstances. Nothing contained in this Agreement,
     however, is intended to nor shall it be construed to require the General
     Partner (including the Audit Committee) to consider the interests of any
     Person other than the Partnership. In the absence of bad faith by the
     General Partner, the resolution, action or terms so made, taken or provided
     by the General Partner with respect to such matter shall not constitute a
     breach of this Agreement or any other agreement contemplated herein or a
     breach of any standard of care or duty imposed herein or therein or, to the
     extent permitted by law, under the Delaware Act or any other law, rule or
     regulation.

(b)  Whenever this Agreement or any other agreement contemplated hereby provides
     that the General Partner or any of its Affiliates is permitted or required
     to make a decision (i) in its "sole discretion" or "discretion," that it
     deems "necessary or appropriate" or "necessary or advisable" or under a
     grant of similar authority or latitude, except as otherwise provided
     herein, the General Partner or such Affiliate shall be entitled to consider
     only such interests and factors as it desires and shall have no duty or
     obligation to give any consideration to any interest of, or factors
     affecting, Genesis MLP, the Partnership, any Limited Partner or any
     Assignee, (ii) it may make such decision in its sole discretion (regardless
     of whether there is a reference to "sole discretion" or "discretion")
     unless another express standard is provided for, or (iii) in "good faith"
     or under another express standard, the General Partner or such Affiliate
     shall act under such express standard and shall not be subject to any other
     or different standards imposed by this Agreement, any other agreement
     contemplated hereby or under the Delaware Act or any other law, rule or
     regulation. In addition, any actions taken by the

<PAGE> 31

     General Partner or such Affiliate consistent with the standards of
     "reasonable discretion" set forth in the definitions of Available Cash or
     Operating Surplus shall not constitute a breach of any duty of the General
     Partner to the Partnership or the Limited Partner. The General Partner
     shall have no duty, express or implied, to sell or otherwise dispose of any
     asset of the Partnership Group other than in the ordinary course of
     business.

(c)  Whenever a particular transaction, arrangement or resolution of a conflict
     of interest is required under this Agreement to be "fair and reasonable" to
     any Person, the fair and reasonable nature of such transaction, arrangement
     or resolution shall be considered in the context of all similar or related
     transactions.

(d)  The Limited Partner hereby authorizes the General Partner, on behalf of the
     Partnership as a partner of a Group Member, to approve of actions by the
     general partner of such Group Member similar to those actions permitted to
     be taken by the General Partner pursuant to this Section 7.9.

7.10     Other Matters Concerning the General Partner

(a)  The General Partner may rely and shall be protected in acting or refraining
     from acting upon any resolution, certificate, statement, instrument,
     opinion, report, notice, request, consent, order, bond, debenture or other
     paper or document believed by it to be genuine and to have been signed or
     presented by the proper party or parties.

(b)  The General Partner may consult with legal counsel, accountants,
     appraisers, management consultants, investment bankers and other
     consultants and advisers selected by it, and any act taken or omitted to be
     taken in reliance upon the opinion (including an Opinion of Counsel) of
     such Persons as to matters that the General Partner reasonably believes to
     be within such Person's professional or expert competence shall be
     conclusively presumed to have been done or omitted in good faith and in
     accordance with such opinion.

(c)  The General Partner shall have the right, in respect of any of its powers
     or obligations hereunder, to act through any of its duly authorized
     officers, a duly appointed attorney or attorneys-in-fact or the duly
     authorized officers of the Partnership.

(d)  Any standard of care and duty imposed by this Agreement or under the
     Delaware Act or any applicable law, rule or regulation shall be modified,
     waived or limited, to the extent permitted by law, as required to permit
     the General Partner to act under this Agreement or any other agreement
     contemplated by this Agreement and to make any decision pursuant to the
     authority prescribed in this Agreement, so long as such action is
     reasonably believed by the General Partner to be in, or not inconsistent
     with, the best interests of the Partnership.

7.11     Reliance by Third Parties

     Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the General
Partner and any officer of the General Partner authorized by the General Partner
to act on behalf of and in the name of the Partnership has full power and
authority to encumber, sell or otherwise use in any manner any and all assets of
the Partnership and to enter into any authorized contracts on behalf of the
Partnership, and such Person shall be entitled to deal with the General Partner
or any such officer as if it were the Partnership's sole party in interest, both
legally and beneficially. Each Limited Partner hereby waives any and all
defenses or other remedies that may be available against such Person to contest,
negate or disaffirm any action of the General Partner or any such officer in
connection with any such dealing. In no event shall any Person dealing with the
General Partner or any such officer or its representatives be obligated to
ascertain that the terms of this Agreement have been complied with or to inquire
into the necessity or expedience of any act or action of the General Partner or
any such officer or its representatives. Each and every certificate, document or
other instrument executed on behalf of the Partnership by the General Partner or
its representatives shall be conclusive evidence in favor of any and every
Person relying thereon or claiming thereunder that (a) at the time of the
execution and delivery of such certificate, document or instrument, this
Agreement was in full force and effect, (b) the Person executing and delivering
such certificate, document or instrument was duly authorized and empowered to do
so for and on behalf of the Partnership and (c) such certificate, document or
instrument was duly executed and delivered in accordance with the terms and
provisions of this Agreement and is binding upon the Partnership.


<PAGE> 32

                                  ARTICLE VIII
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

8.1      Records and Accounting

     The General Partner shall keep or cause to be kept at the principal office
of the Partnership, appropriate books and records with respect to the
Partnership's business, including all books and records necessary to provide to
the Limited Partners any information required to be provided pursuant to Section
3.4(a). Any books and records maintained by or on behalf of the Partnership in
the regular course of its business, including books of account and records of
Partnership proceedings, may be kept on, or be in the form of, computer disks,
hard drives, punch cards, magnetic tape, photographs, micrographics or any other
information storage device; provided, that the books and records so maintained
are convertible into clearly legible written form within a reasonable period of
time. The books of the Partnership shall be maintained, for financial reporting
purposes, on an accrual basis in accordance with U.S. GAAP.

8.2      Fiscal Year

     The fiscal year of the Partnership shall be the calendar year.

                                   ARTICLE IX
                                   TAX MATTERS
9.1      Tax Returns and Information

     The Partnership shall timely file all returns of the Partnership that are
required for federal, state and local income tax purposes on the basis of the
accrual method and a taxable year ending on December 31. The tax information
reasonably required by the Partners for federal and state income tax reporting
purposes with respect to a taxable year shall be furnished to them within 90
days of the close of the calendar year in which the Partnership's taxable year
ends. The classification, realization and recognition of income, gain, losses
and deductions and other items shall be on the accrual method of accounting for
federal income tax purposes.

9.2      Tax Elections

(a)  The Partnership has made the election under Section 754 of the Code in
     accordance with applicable regulations thereunder, subject to the
     reservation of the right to seek to revoke any such election upon the
     General Partner's determination that such revocation is in the best
     interests of the Limited Partners.

(b)  The Partnership has elected to deduct expenses incurred in organizing the
     Partnership ratably over a sixty-month period as provided in Section 709 of
     the Code.

(c)  Except as otherwise provided herein, the General Partner shall determine
     whether the Partnership should make any other elections permitted by the
     Code.

9.3      Tax Controversies

     Subject to the provisions hereof, the General Partner is designated as the
Tax Matters Partner (as defined in the Code) and is authorized and required to
represent the Partnership (at the Partnership's expense) in connection with all
examinations of the Partnership's affairs by tax authorities, including
resulting administrative and judicial proceedings, and to expend Partnership
funds for professional services and costs associated therewith. Each Partner
agrees to cooperate with the General Partner and to do or refrain from doing any
or all things reasonably required by the General Partner to conduct such
proceedings.

9.4      Withholding

     Notwithstanding any other provision of this Agreement, the General Partner
is authorized to take any action that it determines in its discretion to be
necessary or appropriate to cause the Partnership to comply with any withholding

<PAGE> 33

requirements established under the Code or any other federal, state or local law
including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of
the Code. To the extent that the Partnership is required or elects to withhold
and pay over to any taxing authority any amount resulting from the allocation or
distribution of income to any Partner or Assignee (including, without
limitation, by reason of Section 1446 of the Code), the amount withheld may at
the discretion of the General Partner be treated by the Partnership as a
distribution of cash pursuant to Section 6.3 in the amount of such withholding
from such Partner.

                                   ARTICLE X
                              ADMISSION OF PARTNERS

10.1     Status of General Partner

     Upon the execution of this Agreement, the General Partner shall be the sole
general partner of the Partnership.

10.2     Admission of Successor General Partner

     A successor General Partner approved pursuant to Section 11.1 or 11.2 or
the transferee of or successor to all of the General Partner's General Partner
Interest pursuant to Section 4.6 who is proposed to be admitted as a successor
General Partner shall be admitted to the Partnership as the General Partner,
effective immediately prior to the withdrawal or removal of the predecessor or
transferring General Partner pursuant to Section 11.1 or 11.2 or the transfer of
the General Partner Interest pursuant to Section 4.2; provided, however, that no
such successor shall be admitted to the Partnership until compliance with the
terms of Section 4.4(a) has occurred and such successor has executed and
delivered such other documents or instruments as may be required to effect such
admission. Any such successor shall, subject to the terms hereof, carry on the
business of the Group Members without dissolution.

10.3     Admission of Substituted Limited Partner

     By transfer of a Limited Partner Interest in accordance with Article IV,
the transferor shall be deemed to have given the transferee the right to seek
admission as a Substituted Limited Partner subject to the conditions of, and in
the manner permitted under, this Agreement. A transferor of a Limited Partner
Interest shall, however, only have the authority to convey to a purchaser or
other transferee (a) the right to negotiate such Limited Partner Interest to a
purchaser or other transferee and (b) the right to request admission as a
Substituted Limited Partner to such purchaser or other transferee in respect of
the transferred Limited Partner Interests. Each transferee of a Limited Partner
Interest shall be an Assignee and be deemed to have applied to become a
Substituted Limited Partner with respect to the Limited Partner Interest so
transferred to such Person. Such Assignee shall become a Substituted Limited
Partner (x) at such time as the General Partner consents thereto, which consent
may be given or withheld in the General Partner's discretion and (y) when any
such admission is shown on the books and records of the Partnership. If such
consent is withheld, such transferee shall be an Assignee. An Assignee shall
have an interest in the Partnership equivalent to that of a Limited Partner with
respect to allocations and distributions, including liquidating distributions,
of the Partnership. With respect to voting rights attributable to Limited
Partner Interests that are held by Assignees, the General Partner shall be
deemed to be the Limited Partner with respect thereto and shall, in exercising
the voting rights in respect of such Limited Partner Interests on any matter,
vote such Limited Partner Interests at the written direction of the Assignee. If
no such written direction is received, such Partnership Interests will not be
voted. An Assignee shall have no other rights of a Limited Partner.

10.4     Admission of Additional Limited Partners

(a)  A Person (other than the General Partner, Genesis MLP or a Substituted
     Limited Partner) who makes a Capital Contribution to the Partnership in
     accordance with this Agreement in exchange for Limited Partner Interests
     shall be admitted to the Partnership as an Additional Limited Partner only
     upon furnishing to the General Partner (i) evidence of acceptance in form
     satisfactory to the General Partner of all of the terms and conditions of
     this Agreement, including the power of attorney granted in Section 2.6, and
     (ii) such other documents or instruments as may be required in the
     discretion of the General Partner to effect such Person's admission as an
     Additional Limited Partner.

<PAGE> 34

(b)  Notwithstanding anything to the contrary in this Section 10.4, no Person
     shall be admitted as an Additional Limited Partner without the consent of
     the General Partner, which consent may be given or withheld in the General
     Partner's discretion. The admission of any Person as an Additional Limited
     Partner shall become effective on the date upon which the name of such
     Person is recorded as such in the books and records of the Partnership,
     following the consent of the General Partner to such admission.

10.5     Amendment of Agreement and Certificate of Limited Partnership

     To effect the admission to the Partnership of any Partner, the General
Partner shall take all steps necessary and appropriate under the Delaware Act to
amend the records of the Partnership to reflect such admission and, if
necessary, to prepare as soon as practicable an amendment to this Agreement and,
if required by law, the General Partner shall prepare and file an amendment to
the Certificate of Limited Partnership, and the General Partner may for this
purpose, among others, exercise the power of attorney granted pursuant to
Section 2.6.

                                   ARTICLE XI
                        WITHDRAWAL OR REMOVAL OF PARTNERS

11.1     Withdrawal of the General Partner

(a)      The General Partner shall be deemed to have withdrawn from the
         Partnership upon the occurrence of any one of the following events
         (each such event herein referred to as an "Event of Withdrawal");

     (i) the General Partner voluntarily withdraws from the Partnership by
         giving written notice to the other Partners (and it shall be deemed
         that the General Partner has withdrawn pursuant to this Section
         11.1(a)(i) if the General Partner voluntarily withdraws as the general
         partner of Genesis MLP);

    (ii) the General Partner transfers all of its General Partner Interest
         pursuant to Section 4.2;

   (iii) the General Partner is removed pursuant to Section 11.2;

    (iv) the General Partner (A) makes a general assignment for the benefit of
         creditors; (B) files a voluntary bankruptcy petition for relief under
         Chapter 7 of the United States Bankruptcy Code; (C) files a petition or
         answer seeking for itself a liquidation, dissolution or similar relief
         (but not a reorganization) under any law; (D) files an answer or other
         pleading admitting or failing to contest the material allegations of a
         petition filed against the General Partner in a proceeding of the type
         described in clauses (A) - (C) of this Section 11.1(a)(iv); or (E)
         seeks, consents to or acquiesces in the appointment of a trustee (but
         not a debtor in possession), receiver or liquidator of the General
         Partner or of all or any substantial part of its properties;

     (v) a final and non-appealable order of relief under Chapter 7 of the
         United States Bankruptcy Code is entered by a court with appropriate
         jurisdiction pursuant to a voluntary or involuntary petition by or
         against the General Partner; or

    (vi) (A) in the event the General Partner is a corporation, a certificate of
         dissolution or its equivalent is filed for the General Partner, or 90
         days expire after the date of notice to the General Partner of
         revocation of its charter without a reinstatement of its charter, under
         the laws of its state of incorporation; (B) in the event the General
         Partner is a partnership or a limited liability company, the
         dissolution and commencement of winding up of the General Partner; (C)
         in the event the General Partner is acting in such capacity by virtue
         of being a trustee of a trust, the termination of the trust; (D) in the
         event the General Partner is a natural person, his death or
         adjudication of incompetency; and (E) otherwise in the event of the
         termination of the General Partner.

              If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or
              (vi)(A), (B), (C) or (E) occurs, the withdrawing General Partner
              shall give notice to the Partners within 30 days after such
              occurrence. The Partners hereby agree that only the Events of
              Withdrawal described in this Section 11.1 shall result in the
              withdrawal of the General Partner from the Partnership.

<PAGE> 35

(b)  Withdrawal of the General Partner from the Partnership upon the occurrence
     of an Event of Withdrawal shall not constitute a breach of this Agreement
     under the following circumstances: (i) if the General Partner has
     voluntarily withdrawn as the general partner of Genesis MLP and such
     withdrawal was not in breach of the Fourth Amended MLP Agreement or (ii) at
     any time that the General Partner ceases to be the General Partner pursuant
     to Section 11.1(a)(ii) or is removed pursuant to Section 11.2. The
     withdrawal of the General Partner from the Partnership upon the occurrence
     of an Event of Withdrawal shall also constitute the withdrawal of the
     General Partner as general partner or managing member of the other Group
     Members. If the General Partner gives a notice of withdrawal pursuant to
     Section 11.1(a)(i), the Person elected as successor general partner of
     Genesis MLP shall, upon admission as a successor general partner of Genesis
     MLP, automatically become the successor General Partner and a successor
     general partner or managing member of the other Group Members of which the
     General Partner is a general partner. If, prior to the effective date of
     the General Partner's withdrawal, a successor General Partner is not
     selected as provided herein, the Partnership shall be dissolved in
     accordance with Section 12.1. Any successor General Partner selected in
     accordance with the terms of this Section 11.1 shall be subject to the
     provisions of Section 10.3.

11.2     Removal of the General Partner

     The General Partner may not be removed as the general partner of the
Partnership unless the General Partner is removed as the general partner of
Genesis MLP pursuant to Section 11.2 of the Fourth Amended MLP Agreement. If the
General Partner is removed as the general partner of Genesis MLP pursuant to
Section 11.2 of the Fourth Amended MLP Agreement, the General Partner shall be
removed as the general partner of the Partnership. Such removal shall be
effective concurrently with the effectiveness of the removal of the General
Partner as the general partner of Genesis MLP pursuant to the terms of the
Fourth Amended MLP Agreement. If a Person is elected as a successor general
partner of Genesis MLP in connection with the removal of the General Partner as
the general partner of Genesis MLP, such Person shall, upon admission as a
successor general partner of Genesis MLP, automatically become the successor
General Partner of the Partnership and a successor general partner of the other
Group Members of which the General Partner is the general partner.

11.3     Interest of Departing Partner

(a)  The General Partner Interest of a Departing Partner departing as a result
     of withdrawal or removal pursuant to Section 11.1 or 11.2 shall (unless it
     is otherwise required to be converted into MLP Common Units pursuant to
     Section 11.3(b) of the Fourth Amended MLP Agreement) be purchased by the
     successor to the Departing Partner for cash in the manner specified in the
     Fourth Amended MLP Agreement. Such purchase (or conversion into MLP Common
     Units, as applicable) shall be a condition to the admission to the
     Partnership of the successor as the General Partner. Any successor General
     Partner shall indemnify the Departing General Partner as to all debts and
     liabilities of the Partnership arising on or after the effective date of
     the withdrawal or removal of the Departing Partner.

(b)  The Departing Partner shall be entitled to receive all reimbursements due
     such Departing Partner pursuant to Section 7.4, including any
     employee-related liabilities (including severance liabilities), incurred in
     connection with the termination of any employees employed by such Departing
     Partner for the benefit of the Partnership.

11.4     Withdrawal of Limited Partners

     Without the prior written consent of the General Partner, which may be
granted or withheld in its sole discretion, and except as provided in Section
10.1, no Limited Partner shall have the right to withdraw from the Partnership.

<PAGE> 36

                                  ARTICLE XII
                           DISSOLUTION AND LIQUIDATION

12.1     Dissolution

     The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a
successor General Partner in accordance with the terms of this Agreement. Upon
the removal or withdrawal of the General Partner, if a successor General Partner
is selected as provided in Section 11.1 or 11.2, the Partnership shall not be
dissolved and such successor General Partner shall continue the business of the
Partnership. The Partnership shall dissolve, and (subject to Section 12.2) its
affairs shall be wound up, upon:

(a)  the expiration of its term as provided in Section 2.7;

(b)  an Event of Withdrawal of the General Partner as provided in Section
     11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected and
     an Opinion of Counsel is received as provided in Section 11.1(b) or 11.2
     and such successor is admitted to the Partnership pursuant to Section 10.3;

(c)  an election to dissolve the Partnership by the General Partner that is
     approved by the holders of a Majority Interest;

(d)  the entry of a decree of judicial dissolution of the Partnership pursuant
     to the provisions of the Delaware Act;

(e)  the dissolution of Genesis MLP; or

(f)  the sale of all or substantially all of the assets and properties of the
     Partnership Group.

12.2     Continuation of the Business of the Partnership After Dissolution

     Upon (a) dissolution of the Partnership following an Event of Withdrawal
caused by the withdrawal or removal of the General Partner as provided in
Section 11.1(a)(i) or (iii) and the failure of the Partners to select a
successor to such Departing Partner pursuant to Section 11.1 or 11.2, then
within 90 days thereafter, or (b) dissolution of the Partnership upon an event
constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or
(vi), then, to the maximum extent permitted by law, within 180 days thereafter,
the holders of a Majority Interest may elect to reconstitute the Partnership and
continue its business on the same terms and conditions set forth in this
Agreement by forming a new limited partnership on terms identical to those set
forth in this Agreement and having as the general partner a Person approved by
the holders of a Majority Interest. Unless such an election is made within the
applicable time period as set forth above, the Partnership shall conduct only
activities necessary to wind up its affairs. If such an election is so made,
then:

         (i) the reconstituted Partnership shall continue until the end of the
     term set forth in Section 2.7 unless earlier dissolved in accordance with
     this Article XII;

         (ii) if the successor General Partner is not the former General
     Partner, then the interest of the former General Partner shall be treated
     in the manner provided in Section 11.3; and

         (iii) all necessary steps shall be taken to cancel this Agreement and
     the Certificate of Limited Partnership and to enter into and, as necessary,
     to file a new partnership agreement and certificate of limited partnership,
     and the successor general partner may for this purpose exercise the powers
     of attorney granted the General Partner pursuant to Section 2.6; provided,
     that the right of the holders of a Majority Interest to approve a successor
     General Partner and to reconstitute and to continue the business of the
     Partnership shall not exist and may not be exercised unless the Partnership
     has received an Opinion of Counsel that (x) the exercise of the right would
     not result in the loss of limited liability of any Limited Partner or any
     limited partner of Genesis MLP and (y) neither the Partnership, the
     reconstituted limited partnership, Genesis MLP nor any Group Member

<PAGE> 37

     would be treated as an association taxable as a corporation or otherwise be
     taxable as an entity for federal income tax purposes upon the exercise of
     such right to continue.

12.3     Liquidator

     Upon dissolution of the Partnership, unless the Partnership is continued
under an election to reconstitute and continue the Partnership pursuant to
Section 12.2, the General Partner shall select one or more Persons to act as
Liquidator. The Liquidator (if other than the General Partner) shall be entitled
to receive such compensation for its services as may be approved by the holders
of a Majority Interest. The Liquidator (if other than the General Partner) shall
agree not to resign at any time without 15 days' prior notice and may be removed
at any time, with or without cause, by notice of removal approved by the holders
of a Majority Interest. Upon dissolution, removal or resignation of the
Liquidator, a successor and substitute Liquidator (who shall have and succeed to
all rights, powers and duties of the original Liquidator) shall within 30 days
thereafter be approved by the holders of a Majority Interest. The right to
approve a successor or substitute Liquidator in the manner provided herein shall
be deemed to refer also to any such successor or substitute Liquidator approved
in the manner herein provided. Except as expressly provided in this Article XII,
the Liquidator approved in the manner provided herein shall have and may
exercise, without further authorization or consent of any of the parties hereto,
all of the powers conferred upon the General Partner under the terms of this
Agreement (but subject to all of the applicable limitations, contractual and
otherwise, upon the exercise of such powers, other than the limitation on sale
set forth in Section 7.3(b)) to the extent necessary or desirable in the good
faith judgment of the Liquidator to carry out the duties and functions of the
Liquidator hereunder for and during such period of time as shall be reasonably
required in the good faith judgment of the Liquidator to complete the winding up
and liquidation of the Partnership as provided for herein.

12.4     Liquidation

     The Liquidator shall proceed to dispose of the assets of the Partnership,
discharge its liabilities, and otherwise wind up its affairs in such manner and
over such period as the Liquidator determines to be in the best interest of the
Partners, subject to Section 17-804 of the Delaware Act and the following:

(a)  Disposition of Assets. The assets may be disposed of by public or private
     sale or by distribution in kind to one or more Partners on such terms as
     the Liquidator and such Partner or Partners may agree. If any property is
     distributed in kind, the Partner receiving the property shall be deemed for
     purposes of Section 12.4(c) to have received cash equal to its fair market
     value; and contemporaneously therewith, appropriate cash distributions must
     be made to the other Partners. The Liquidator may, in its absolute
     discretion, defer liquidation or distribution of the Partnership's assets
     for a reasonable time if it determines that an immediate sale of all or
     some of the Partnership's assets would be impractical or would cause undue
     loss to the Partners. The Liquidator may, in its absolute discretion,
     distribute the Partnership's assets, in whole or in part, in kind if it
     determines that a sale would be impractical or would cause undue loss to
     the Partners.

(b)  Discharge of Liabilities. Liabilities of the Partnership include amounts
     owed to Partners otherwise than in respect of their distribution rights
     under Article VI. With respect to any liability that is contingent,
     conditional or unmatured or is otherwise not yet due and payable, the
     Liquidator shall either settle such claim for such amount as it thinks
     appropriate or establish a reasonable reserve of cash or other assets to
     provide for its payment. When paid, any unused portion of the reserve shall
     be distributed as additional liquidation proceeds.

(c)  Liquidation Distributions. All property and all cash in excess of that
     required to discharge liabilities as provided in Section 12.4(b) shall be
     distributed to the Partners in accordance with, and to the extent of, the
     positive balances in their respective Capital Accounts, as determined after
     taking into account all Capital Account adjustments (other than those made
     by reason of distributions pursuant to this Section 12.4(c)) for the
     taxable year of the Partnership during which the liquidation of the
     Partnership occurs (with such date of occurrence being determined pursuant
     to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution
     shall be made by the end of such taxable year (or, if later, within 90 days
     after said date of such occurrence).


<PAGE> 38

12.5     Cancellation of Certificate of Limited Partnership

     Upon the completion of the distribution of Partnership cash and property as
provided in Section 12.4 in connection with the liquidation of the Partnership,
the Partnership shall be terminated and the Certificate of Limited Partnership,
and all qualifications of the Partnership as a foreign limited partnership in
jurisdictions other than the State of Delaware, shall be canceled and such other
actions as may be necessary to terminate the Partnership shall be taken.

12.6     Return of Contributions

     The General Partner shall not be personally liable for, and shall have no
obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate, the return of the Capital Contributions of the Limited
Partners, or any portion thereof, it being expressly understood that any such
return shall be made solely from Partnership assets.

12.7     Waiver of Partition

     To the maximum extent permitted by law, each Partner hereby waives any
right to partition of the Partnership property.

12.8     Capital Account Restoration

     No Limited Partner shall have any obligation to restore any negative
balance in its Capital Account upon liquidation of the Partnership. The General
Partner shall be obligated to restore any negative balance in its Capital
Account upon liquidation of its interest in the Partnership by the end of the
taxable year of the Partnership during which such liquidation occurs, or, if
later, within 90 days after the date of such liquidation.

                                  ARTICLE XIII
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

13.1     Amendment to be Adopted Solely by General Partner

     Each Partner agrees that the General Partner, without the approval of any
Partner or Assignee, may amend any provision of this Agreement and execute,
swear to, acknowledge, deliver, file and record whatever documents may be
required in connection therewith, to reflect:

(a)  a change in the name of the Partnership, the location of the principal
     place of business of the Partnership, the registered agent of the
     Partnership or the registered office of the Partnership;

(b)  the admission, substitution, withdrawal or removal of Partners in
     accordance with this Agreement;

(c)  a change that, in the sole discretion of the General Partner, is necessary
     or advisable to qualify or continue the qualification of the Partnership as
     a limited partnership or a partnership in which the Limited Partners have
     limited liability under the laws of any state or to ensure that no Group
     Member will be treated as an association taxable as a corporation or
     otherwise taxed as an entity for federal income tax purposes;

(d)  a change that, in the discretion of the General Partner, (i) does not
     adversely affect the Limited Partners in any material respect, (ii) is
     necessary or advisable (A) to satisfy any requirements, conditions or
     guidelines contained in any opinion, directive, order, ruling or regulation
     of any federal or state agency or judicial authority or contained in any
     federal or state statute (including the Delaware Act), (B) to facilitate
     the trading of limited partner interests of Genesis MLP (including the
     division of any class or classes of outstanding limited partner interests
     of Genesis MLP into different classes to facilitate uniformity of tax
     consequences within such classes of limited partner interests of Genesis
     MLP), or comply with any rule, regulation, guideline or requirement of any
     National Securities Exchange on which such limited partner interests are or
     will be listed for trading, compliance with any of which the General
     Partner determines in its discretion to be in the best interests of Genesis
     MLP and the limited partners of Genesis MLP or (C) in connection with
     action taken by the

<PAGE> 39

     General Partner pursuant to Section 5.7, or (iii) is
     required to effect the intent expressed in the Registration Statement or
     the Proxy Statement, or the intent of the provisions of this Agreement or
     is otherwise contemplated by this Agreement or (iv) is required to conform
     the provisions of this Agreement with the provisions of the Fourth Amended
     MLP Agreement as the provisions of the Fourth Amended MLP Agreement may be
     amended, supplemented or restated from time to time;

(e)  a change in the fiscal year or taxable year of the Partnership and any
     changes that, in the discretion of the General Partner, are necessary or
     advisable as a result of a change in the fiscal year or taxable year of the
     Partnership including, if the General Partner shall so determine, a change
     in the definition of "Quarter" and the dates on which distributions are to
     be made by the Partnership;

(f)  an amendment that is necessary, in the Opinion of Counsel, to prevent the
     Partnership, or the General Partner or its directors, officers, trustees or
     agents from in any manner being subjected to the provisions of the
     Investment Company Act of 1940, as amended, the Investment Advisers Act of
     1940, as amended, or "plan asset" regulations adopted under the Employee
     Retirement Income Security Act of 1974, as amended, regardless of whether
     such are substantially similar to plan asset regulations currently applied
     or proposed by the United States Department of Labor;

(g)  an amendment that, in the discretion of the General Partner, is necessary
     or advisable in connection with the authorization of issuance of any class
     or series of Partnership Securities pursuant to Section 5.5;

(h)  any amendment expressly permitted in this Agreement to be made by the
     General Partner acting alone;

(i)  an amendment effected, necessitated or contemplated by a Merger Agreement
     approved in accordance with Section 14.3;

(j)  an amendment that, in the discretion of the General Partner, is necessary
     or advisable to reflect, account for and deal with appropriately the
     formation by the Partnership of, or investment by the Partnership in, any
     corporation, partnership, joint venture, limited liability company or other
     entity, in connection with the conduct by the Partnership of activities
     permitted by the terms of Section 2.4;

(k)  a merger or conveyance pursuant to Section 14.3(d); or

(l)  any other amendments substantially similar to the foregoing.

13.2     Amendment Procedures

     Except with respect to amendments of the type described in Section 13.1,
all amendments to this Agreement shall be made in accordance with the following
requirements: Amendments to this Agreement may be proposed only by or with the
consent of the General Partner which consent may be given or withheld in its
sole discretion. A proposed amendment shall be effective upon its approval by
the holders of a Majority Interest.

                                  ARTICLE XIV
                                     MERGER

14.1     Authority

     The Partnership may merge or consolidate with one or more corporations,
limited liability companies, business trusts or associations, real estate
investment trusts, common law trusts or unincorporated businesses, including a
general partnership or limited partnership, formed under the laws of the State
of Delaware or any other state of the United States of America, pursuant to a
written agreement of merger or consolidation ("Merger Agreement") in accordance
with this Article XIV.

<PAGE> 40


14.2     Procedure for Merger or Consolidation

     Merger or consolidation of the Partnership pursuant to this Article XIV
requires the prior approval of the General Partner. If the General Partner shall
determine, in the exercise of its discretion, to consent to the merger or
consolidation, the General Partner shall approve the Merger Agreement, which
shall set forth:

(a)  The names and jurisdictions of formation or organization of each of the
     business entities proposing to merge or consolidate;

(b)  The name and jurisdiction of formation or organization of the business
     entity that is to survive the proposed merger or consolidation (the
     "Surviving Business Entity");

(c)  The terms and conditions of the proposed merger or consolidation;

(d)  The manner and basis of exchanging or converting the equity securities of
     each constituent business entity for, or into, cash, property or general or
     limited partner interests, rights, securities or obligations of the
     Surviving Business Entity; and (i) if any general or limited partner
     interests, securities or rights of any constituent business entity are not
     to be exchanged or converted solely for, or into, cash, property or general
     or limited partner interests, rights, securities or obligations of the
     Surviving Business Entity, the cash, property or general or limited partner
     interests, rights, securities or obligations of any limited partnership,
     corporation, trust or other entity (other than the Surviving Business
     Entity) which the holders of such general or limited partner interests,
     securities or rights are to receive in exchange for, or upon conversion of
     their general or limited partner interests, securities or rights, and (ii)
     in the case of securities represented by certificates, upon the surrender
     of such certificates, which cash, property or general or limited partner
     interests, rights, securities or obligations of the Surviving Business
     Entity or any general or limited partnership, corporation, trust or other
     entity (other than the Surviving Business Entity), or evidences thereof,
     are to be delivered;

(e)  A statement of any changes in the constituent documents or the adoption of
     new constituent documents (the articles or certificate of incorporation,
     articles of trust, declaration of trust, certificate or agreement of
     limited partnership, certificate of formation or limited liability company
     agreement or other similar charter or governing document) of the Surviving
     Business Entity to be effected by such merger or consolidation;

(f)  The effective time of the merger, which may be the date of the filing of
     the certificate of merger pursuant to Section 14.4 or a later date
     specified in or determinable in accordance with the Merger Agreement
     (provided, that if the effective time of the merger is to be later than the
     date of the filing of the certificate of merger, the effective time shall
     be fixed no later than the time of the filing of the certificate of merger
     and stated therein); and

(g)  Such other provisions with respect to the proposed merger or consolidation
     as are deemed necessary or appropriate by the General Partner.

14.3     Approval by Limited Partners of Merger or Consolidation

(a)  Except as provided in Section 14.3(d), the General Partner, upon its
     approval of the Merger Agreement, shall direct that the Merger Agreement be
     submitted to a vote of Limited Partners, whether at a special meeting or by
     written consent, in either case in accordance with the requirements of
     Article XIII. A copy or a summary of the Merger Agreement shall be included
     in or enclosed with the notice of a special meeting or the written consent.

(b)  Except as provided in Section 14.3(d), the Merger Agreement shall be
     approved upon receiving the affirmative vote or consent of the holders of a
     Majority Interest unless the Merger Agreement contains any provision that,
     if contained in an amendment to this Agreement, the provisions of this
     Agreement or the Delaware Act would require the vote or consent of a
     greater percentage of the Outstanding Partnership Securities or of any
     class of Partners in which case such greater percentage vote or consent
     shall be required for approval of the Merger Agreement.


<PAGE> 41

(c)  Except as provided in Section 14.3(d), after such approval by vote or
     consent of the Limited Partners, and at any time prior to the filing of the
     certificate of merger pursuant to Section 14.4, the merger or consolidation
     may be abandoned pursuant to provisions therefor, if any, set forth in the
     Merger Agreement.

(d)  Notwithstanding anything else contained in this Article XIV or in this
     Agreement, the General Partner is permitted, in its discretion, without
     Limited Partner approval, to merge the Partnership or any Group Member
     into, or convey all of the Partnership's assets to, another limited
     liability entity which shall be newly formed and shall have no assets,
     liabilities or operations at the time of such Merger other than those it
     receives from the Partnership or other Group Member if (i) the General
     Partner has received an Opinion of Counsel that the merger or conveyance,
     as the case may be, would not result in the loss of the limited liability
     of any Limited Partner or cause the Partnership or Genesis MLP to be
     treated as an association taxable as a corporation or otherwise to be taxed
     as an entity for federal income tax purposes (to the extent not previously
     treated as such), (ii) the sole purpose of such merger or conveyance is to
     effect a mere change in the legal form of the Partnership into another
     limited liability entity and (iii) the governing instruments of the new
     entity provide the Limited Partners and the General Partner with the same
     rights and obligations as are herein contained.

14.4     Certificate of Merger

     Upon the required approval by the General Partner and the Limited Partners
of a Merger Agreement, a certificate of merger shall be executed and filed with
the Secretary of State of the State of Delaware in conformity with the
requirements of the Delaware Act.

14.5     Effect of Merger

(a)  At the effective time of the certificate of merger:

     (i)  all of the rights, privileges and powers of each of the business
     entities that has merged or consolidated, and all property, real, personal
     and mixed, and all debts due to any of those business entities and all
     other things and causes of action belonging to each of those business
     entities shall be vested in the Surviving Business Entity and after the
     merger or consolidation shall be the property of the Surviving Business
     Entity to the extent they were of each constituent business entity;

     (ii) the title to any real property vested by deed or otherwise in any of
     those constituent business entities shall not revert and is not in any way
     impaired because of the merger or consolidation;

     (iii) all rights of creditors and all liens on or security interests in
     property of any of those constituent business entities shall be preserved
     unimpaired; and

     (iv) all debts, liabilities and duties of those constituent business
     entities shall attach to the Surviving Business Entity, and may be enforced
     against it to the same extent as if the debts, liabilities and duties had
     been incurred or contracted by it.

(b)  A merger or consolidation effected pursuant to this Article shall not be
     deemed to result in a transfer or assignment of assets or liabilities from
     one entity to another.

                                   ARTICLE XV
                               GENERAL PROVISIONS

15.1     Addresses and Notices

     Any notice, demand, request, report or proxy materials required or
permitted to be given or made to a Partner or Assignee under this Agreement
shall be in writing and shall be deemed given or made when delivered in person
or when sent by first class United States mail or by other means of written
communication to the Partner or Assignee at the address described below. Any
notice to the Partnership shall be deemed given if received by the General
Partner at the principal office of the Partnership designated pursuant to
Section 2.3. The General Partner may rely and shall

<PAGE> 42

be protected in relying on any notice or other document from a Partner, Assignee
or other Person if believed by it to be genuine.

15.2     Further Action

     The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.

15.3     Binding Effect

     This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.

15.4     Integration

     This Agreement constitutes the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.

15.5     Creditors

     None of the provisions of this Agreement shall be for the benefit of, or
shall be enforceable by, any creditor of the Partnership.

15.6     Waiver

     No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach of any other covenant, duty, agreement or condition.

15.7     Counterparts

     This Agreement may be executed in counterparts, all of which together shall
constitute an agreement binding on all the parties hereto, notwithstanding that
all such parties are not signatories to the original or the same counterpart.
Each party shall become bound by this Agreement immediately upon affixing its
signature hereto, independently of the signature of any other party.

15.8     Applicable Law

     This Agreement shall be construed in accordance with and governed by the
laws of the State of Delaware, without regard to the principles of conflicts of
law.

15.9     Invalidity of Provisions

     If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

15.10    Consent of Partners

     Each Partner hereby expressly consents and agrees that, whenever in this
Agreement it is specified that an action may be taken upon the affirmative vote
or consent of less than all of the Partners, such action may be so taken upon
the concurrence of less than all of the Partners and each Partner shall be bound
by the results of such action.

                  [Remainder of Page Intentionally Left Blank]



<PAGE> 43


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

                                GENERAL PARTNER

                                GENESIS ENERGY, INC.



                                By: /s/ Mark J. Gorman
                                ------------------------------------------------
                                Name: Mark J. Gorman
                                Title: President and Chief Executive Officer


                                LIMITED PARTNER

                                GENESIS ENERGY, L.P.

                                By:      GENESIS ENERGY, INC.,
                                         As General Partner



                                By: /s/ Mark J. Gorman
                                ------------------------------------------------
                                Name:  Mark J. Gorman
                                Title: President and Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex103for66.txt
<DESCRIPTION>CONVERSION AND CONTRIBUTION AGREEMENT BY AND AMONG GENESIS ENERGY, L.P., GENESIS CRUDE OIL, L.P. AND GENESIS ENERGY, INC.
<TEXT>



                      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 contribution of the Converted OLP Incentive Distribution Rights to the MLP,
the GP, in its capacity as general partner of the MLP, shall cause the MLP to
contribute the Converted OLP Incentive Distribution Rights in the OLP to the
OLP, and the GP, in its capacity as general partner of the OLP shall cause the
OLP to cancel the Converted OLP Incentive Distribution Rights in the OLP.

2.3 Conversion of GP Units. Simultaneously with the effectiveness of
the Fourth Amended MLP Agreement and the Fourth Amended OLP Agreement as
contemplated in Article III of this Agreement, the 190,077 GP Units representing
the MLP General Partner Interest held by the GP shall be converted automatically
into a general partner interest in the MLP so that immediately following such
conversion, the GP will have an aggregate 2.0% unfractionated general partner
interest in the MLP and a .01% general partner interest in the OLP, and such GP
Units shall cease to exist.

                                  ARTICLE III

               Amendment and Restatement of Partnership Agreements

3.1 Amendment and Restatement of Third Amended OLP Agreement. In order to
further the purposes of this Agreement, and contemporaneously with the
consummation of the transactions contemplated by Article II of this Agreement,
the GP, as general partner of OLP, having determined that the amendments
reflected in the form of agreement of limited partnership attached hereto as
Exhibit A (the "Fourth Amended OLP Agreement") would not materially adversely
affect the MLP as the sole limited partner of the OLP, hereby exercises its
rights and

<PAGE> 3

powers to amend the Third Amended OLP Agreement without the approval
of any limited partner or assignee pursuant to Section 13.1(d)(i) of the Third
Amended OLP Agreement and hereby approves and adopts the Fourth Amended OLP
Agreement.

3.2 Amendment and Restatement of Third Amended MLP Agreement. In order to
further the purposes of this Agreement, and contemporaneously with the
consummation of the transactions contemplated by Article II of this Agreement,
the GP, as the general partner of the MLP, having determined that the amendments
reflected in the form of agreement of limited partnership attached hereto as
Exhibit B (the "Fourth Amended MLP Agreement") would not materially adversely
affect the limited partners of the MLP, hereby exercises its rights and powers
to amend the Third Amended MLP Agreement without the approval of any limited
partner or assignee pursuant to Section 13.1(d)(i) of the Third Amended MLP
Agreement and hereby approves and adopts the Fourth Amended MLP Agreement.

3.3 Restatement of Partnership Agreements. Each of the partners of the MLP and
the OLP that is a party hereto hereby agrees to execute and deliver the Fourth
Amended OLP Agreement and the Fourth Amended MLP Agreement, as applicable, on
the date of this Agreement.

                                   ARTICLE IV

                                  Miscellaneous

4.1 Other Assurances. From time to time after the date hereof, and without any
further consideration, each of the parties to this Agreement shall execute,
acknowledge and deliver all such additional instruments, notices and other
documents, and will do all such other acts and things, all in accordance with
applicable law, as may be necessary or appropriate to more fully and effectively
carry out the purposes and intent of this Agreement.

4.2 Costs. The MLP shall pay all expenses arising out of the contributions,
assignments and deliveries to be made hereunder, including the expenses of
amending and restating the Third Amended MLP Agreement and the Third Amended OLP
Agreement as contemplated by Article III hereof.

4.3 Successors and Assigns. The Agreement shall be binding upon and inure to the
benefit of the parties signatory hereto and their respective successors and
assigns.

4.4 No Third Party Rights. The provisions of this Agreement are intended to bind
the parties signatory hereto as to each other and are not intended to and do not
create rights in any other person or confer upon any other person any benefits,
rights or remedies and no person is or is intended to be a third party
beneficiary of any of the provisions of this Agreement.

4.5      Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.

4.6      Governing  Law. This  Agreement  shall be governed by, and construed in
 accordance  with,  the laws of the State of Delaware.

<PAGE> 4

4.7      Amendment  or  Modification.  This  Agreement  may be  amended or
modified  from time to time only by the written agreement of all the parties
hereto.



<PAGE> 5




         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.



                             GENESIS ENERGY, L.P.

                             By:      Genesis Energy, Inc., as general partner




                             By:   \s\ Mark J. Gorman
                             ------------------------------
                             Name:    Mark J. Gorman
                             Title:   President & Chief Executive Officer


                             GENESIS CRUDE OIL, L.P.

                             By:      Genesis Energy, Inc., as general partner




                             By:   \s\ Mark J. Gorman
                             --------------------------------
                             Name:    Mark J. Gorman
                             Title:   President & Chief Executive Officer



                             GENESIS ENERGY, INC.



                             By:   \s\ Mark J. Gorman
                             ---------------------------------
                             Name:    Mark J. Gorman
                             Title:   President & Chief Executive Officer




<PAGE>


                                    EXHIBIT A

                          FOURTH AMENDED OLP AGREEMENT

                                  See Attached.


<PAGE>




                                    EXHIBIT B

                          FOURTH AMENDED MLP AGREEMENT

                                  See attached.


</TEXT>
</DOCUMENT>
</SUBMISSION>
