X0303 4 2010-12-28 0 0001022321 GENESIS ENERGY LP GEL 0001403411 Davison James E 2000 FARMERVILLE HIGHWAY RUSTON LA 71270 1 0 0 0 Common Units - Class A 2010-12-28 4 A 0 1049406 0 A 2877610 D Waiver Units - Class 1 2010-12-28 4 A 0 91823 0 A 2021-01-01 Common Units - Class A 91823 91823 D Waiver Units - Class 2 2010-12-28 4 A 0 91823 0 A 2021-01-01 Common Units - Class A 91823 91823 D Waiver Units - Class 3 2010-12-28 4 A 0 91823 0 A 2021-01-01 Common Units - Class A 91823 91823 D Waiver Units - Class 4 2010-12-28 4 A 0 91823 0 A 2021-01-01 Common Units - Class A 91823 91823 D Pursuant to the Agreement and Plan of Merger, dated as of December 28, 2010, by and among Genesis Energy, L.P. (the "Partnership"), Genesis Acquisition, LLC and Genesis Energy, LLC (the "Merger Agreement") as Merger Consideration (as defined in the Merger Agreement). On the effective date of the merger, the closing price of the Common Units - Class A of the Partnership on the New York Stock Exchange was $26.24. The Waiver Units, among other rights, preferences and privileges, are entitled to quarterly distributions of $0.001786 per Waiver Unit and are convertible on a one-for-one basis at the option of the holder upon, among other things, payment of a quarterly cash distribution on the Common Units that has a coverage ratio of at least 1.10 and equals or exceeds the applicable distribution level: (i) Class 1 - $0.43 per Common Units; (ii) Class 2 - $0.46 per Common Unit; (iii) Class 3 - $0.49 per Common Unit; and (iv) Class 4 - $0.52 per Common Unit. The Waiver Units will also automatically convert to Common Units - Class A upon the six-month anniversary of the occurrence of the circumstances that give rise to the right of the holder to convert. Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled. James E Davison 2010-12-30