AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENT

Exhibit 10.2

AMENDMENT NO. 1

TO

CONTRIBUTION AND SALE AGREEMENT

THIS AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENT (this “ Amendment ”) is made as of July 25, 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 Seller and the Buyer entered into the Contribution and Sale Agreement dated as of April 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:

“ DPP Assets ” means all rights, title and interest in and to (a) all assets and rights owned by DPP, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of DPP or in the Financial Statements and are attributable to DPP, (c) the member interests of T&T and Fuel Masters, which constitutes 100% of the outstanding member interests of each of T&T and Fuel Masters, (d) one share of TDC Peru, and (e) all assets and rights described in Part I-A of Exhibit A , in each case other than the Retained Assets. Part I-A of Exhibit A is a listing of the material DPP Assets.

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“ TDC Assets ” means all rights, title and interest in and to (a) all assets and rights owned by TDC, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of TDC or in the Financial Statements and are attributable to TDC, (c) the equity interests of TDC Canada and TDC Peru, which constitutes 100% of the outstanding equity interests of TDC Canada and 418,066 shares of TDC Peru and (d) all assets and rights described in Part I-H of Exhibit A . Part I-H of Exhibit A is a listing of the material TDC Assets, other than the Retained Assets.

“ Employee Lease Agreement ” means the Employee Lease Agreement between the Buyer (or one of its designated Affiliates) and Davison Transport and Terminal in the form to be mutually agreed by Buyer and Davison Transport and Terminal to be entered into at Closing.

“ Employment Agreements ” means the Employment Agreements between the Buyer or one of its designated Affiliates (with respect to each applicable Acquired Company Employee and each applicable Subsequent Continued Employee) and Davison Transport or Terminal (with respect to each applicable Subsequent Continued Employee), on the one hand, and the Persons listed on Schedule 1(h) , on the other hand, containing the terms listed on the subparts to Schedule 1(h) and such other terms and in the forms to be mutually agreed by Buyer and Davison Transport or Terminal and such Persons to be entered into at the Closing.

“ Hire Time ” means (i) with respect to each Acquired Company Employee, the Closing Date at 12:01 a.m. of the respective local time at the location where such Acquired Company Employee is employed on its Hire Time and (ii) with respect to each Subsequent Continued Employee, January 1, 2008 at 12:01 a.m. of the respective local

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time at the location where such Eligible Employee is employed on its Hire Time; provided, however , that if any such Eligible Employee is on a leave of absence approved by a Company or any of its Affiliates on January 1, 2008, such employee shall not become an employee of the Buyer or its Affiliates on that date. Such employee’s first day of employment shall be postponed until the first day immediately following the expiration of such leave, provided such employee is otherwise able to commence active employment and the Buyer’s offer of employment remains in effect at that time.

“ Non-Competition Agreements ” means those agreements entered into at the Closing between Buyer (with respect to each applicable Continued Employee) and Davison Transport or Terminal (with respect to each Subsequent Continued Employee), on the one hand, and the Persons listed on Schedule 1(i) , on the other hand, containing the terms listed on the subparts to Schedule 1(i) and such other terms and in the forms to be mutually agreed by Buyer and Davison Transport or Terminal and such Persons.

“ Subsequent Continued Employee ” has the meaning set forth in Section 5(n)(ii) .

“ TDC Canada ” means 0790683 B.C. Ltd., a Canadian company.

“ TDC Canada Assets ” means all rights, title and interest in and to (a) all assets and rights owned by TDC Canada, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of TDC Canada or in the Financial Statements and are attributable to TDC Canada, (c) all assets and rights described in Part I-A of Exhibit A , in each case other than the Retained Assets. Part I-K of Exhibit A is a listing of the material TDC Canada Assets.

“ TDC Peru ” means TDC Peru S.A.C., a Peruvian company.

“ TDC Peru ” means all rights, title and interest in and to (a) all assets and rights owned by TDC Peru, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of TDC Peru or in the Financial Statements and are attributable to TDC Peru, (c) all assets and rights described in Part I-L of Exhibit A , in each case other than the Retained Assets. Part I-L of Exhibit A is a listing of the material TDC Peru Assets.