Exhibit 10.2 Amendment No. 1 to the Unitholders Rights Agreement


    AMENDMENT
      NO. 1

    TO

    UNITHOLDER
      RIGHTS AGREEMENT


    


    


    THIS
      AMENDMENT NO. 1 TO UNITHOLDER
      RIGHTS AGREEMENT
      (this
“Amendment”)
      is
      made as of October 15, 2007 by and among Genesis Energy, L.P., a Delaware
      limited partnership (the “Partnership”),
      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, and
      Sunshine Oil and Storage, Inc., a Louisiana corporation (each a “Unitholder”
and
      collectively the “Unitholders”),
      Genesis Energy, Inc., a Delaware corporation (the “Company”), and
      Denbury Gathering & Marketing, Inc., a Delaware corporation (the
“GP
      Stockholder”).
      The
      Partnership, the Unitholders, the Company and the GP Stockholder 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 Unitholder Rights Agreement dated
      as
      of July 25, 2007, (as 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 3.1 of the Agreement is hereby amended by restating the
                parenthetical “(and in no event more than 120 days after Closing)” in the
                fourth 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. 1 to be
      duly
      executed as of the date first above written.

     

    


    UNITHOLDERS:

     

    
      	 	 	
              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

    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	 	
              COMPANY:

            


    

    


    GENESIS
      ENERGY, INC.

    


    By:
      _/s/
      Ross A. Benavides______

    Name:
      Ross A. Benavides

    Title:
       Chief
      Financial Officer

    


    


     

    PARTNERSHIP:

     

    


     

          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

    


                                  GP
      STOCKHOLDER:

    


      DENBURY
      GATHERING &
MARKETING, INC.

     

                                                By:
____/s/ 
      Mark Allen_______________________

                                    Name:
      Mark Allen

                Title:  Vice
      President and Chief Accounting Officer