Exhibit 10.1 Amendment No. 2 to the Contribution and Sale Agreement


    AMENDMENT
      NO. 2

    TO

    CONTRIBUTION
      AND SALE AGREEMENT


    


    


    THIS
      AMENDMENT NO. 2 TO CONTRIBUTION AND SALE AGREEMENT
      (this
“Amendment”)
      is
      made as of October 15, 2007 by and among Genesis Energy, L.P., a Delaware
      limited partnership (the “Buyer”),
      on
      the one hand, and Davison Petroleum Products, L.L.C., a Louisiana limited
      liability company, Davison Transport, Inc., a Louisiana corporation, Transport
      Company, an Arkansas corporation, Davison Terminal Service, Inc., a Louisiana
      corporation, Sunshine Oil and Storage, Inc., a Louisiana corporation, T&T
      Chemical, Inc., an Arkansas corporation, Fuel Masters, LLC, a Texas limited
      liability company, TDC, L.L.C., a Louisiana limited liability company, and
      Red
      River Terminals, L.L.C., a Louisiana limited liability company (each a
“Seller”,
      and
      collectively, the “Sellers”),
      on
      the other hand. The Buyer and the Sellers are, collectively, the “Parties”.
      Any
      capitalized term used, but not defined, in this Amendment shall have the meaning
      given such term in the Agreement (defined below). 

     

    INTRODUCTION

     

    A. The
      Parties entered into the Contribution and Sale Agreement dated
      as
      of April 25, 2007, as amended by Amendment No. 1 to Contribution and Sale
      Agreement dated as of July 25, 2007 (as amended and in effect immediately prior
      to the date of this Amendment, the “Agreement”).

     

    B. The
      Parties desire to amend
      the
      Agreement as set forth in this Amendment.

     

    In
      consideration of the premises, the representations and warranties, and the
      mutual promises made in this Amendment and the Agreement, the Parties agree
      as
      follows:

     

    
      	
              1.

            	
              Amendment.
                Section 6(h) of the Agreement is hereby amended by restating the
                parenthetical “(and in no event more than 120 days after Closing)” in the
                third line thereof as follows: “(and in no event more than 150 days
                after Closing)”. 

            


    

     

    
      	
              2.

            	
              Entire
                Agreement.
                This Amendment constitutes the entire agreement and understanding
                of the
                Parties with respect to its subject matter and supersedes all oral
                communication and prior writings (except as otherwise provided herein)
                with respect thereto.

            


    

    


    
      	
              3.

            	
              Amendments.
                No amendment, modification or waiver in respect of this Amendment
                will be
                effective unless in writing (including a writing evidenced by a facsimile
                transmission) and executed by each of the
                Parties.

            


    

    


    
      	
              4.

            	
              Counterparts.
                This Amendment may be executed and delivered in counterparts (including
                by
                facsimile transmission), each of which will be deemed an original.
                All
                signatures need not be on one
                counterpart.

            


    

    
       

      
        	
                5.

              	
                Governing
                  Law.
                  This Amendment will be governed by and construed in accordance
                  with the
                  law of the State of Delaware (without
                  reference to choice of law
                  doctrine).

              


      

    

     

    [Signature
      Pages Follow]


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2 to be
      duly
      executed as of the date first above written.

     

    


    BUYER:

     

    


     

    GENESIS
      ENERGY, L.P.

     

    By:
      Genesis Energy, Inc., its sole general partner

     

                                By:
__/s/
      Grant E. Sims__________

                        Name:
      Grant E. Sims

                                        Title:
      Chief
      Executive Officer

    


    


    SELLERS:

     

    DAVISON
      PETROLEUM PRODUCTS, L.L.C.

    


                                        By:
      __/s/
      Steven K. Davison_______

                                            Name:
      Steven K.
      Davison

                                            Title:
 Manager

     

                                      DAVISON
      TRANSPORT,
      INC.

    


                                        By:
/s/
      James E. Davison, Jr._

                                            Name:
      James E.
      Davison, Jr.

                                            Title:
 President

    


    TRANSPORT
      COMPANY

    


                                        By:
      __/s/
      Steven K. Davison_______

                                            Name:
      Steven K.
      Davison

                                            Title:
 President

    


                                      DAVISON
      TERMINAL SERVICE,
      INC.

    


      By:
/s/
      James E. Davison, Jr._

                                            Name:
      James E.
      Davison, Jr.

                                            Title:
 President

    


    SUNSHINE
      OIL AND STORAGE, INC.

    


                                        By:
      _/s/
      James E. Davison_____

                                            Name:
      James E.
      Davison

                                            Title:
 President


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


                                      T&T
      CHEMICAL,
      INC.

    


                                        By:
/s/
      James E. Davison, Jr._

                                            Name:
      James E.
      Davison, Jr.

                                            Title:
 President

    


     

    FUEL
      MASTERS, LLC

     

                           By:
      _/s/
      Ross A. Benavides______

                                            Name:
      Ross A.
      Benavides

                                            Title:
 Chief
      Financial Officer

     

    TDC,
      L.L.C.

     

        By:
      _/s/
      Ross A. Benavides______

                                            Name:
      Ross A.
      Benavides

                                            Title:
 Chief
      Financial Officer

     

    RED
      RIVER TERMINALS, L.L.C.

     

        By:
      _/s/
      Ross A. Benavides______

                                            Name:
      Ross A.
      Benavides

                                            Title:
 Chief
      Financial Officer