Amendment No. 3 to the Contribution and Sale Agreement dated March 3, 2008

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Exhibit 10.21

THIS AMENDMENT NO. 3 TO CONTRIBUTION AND SALE AGREEMENT (this "Amendment") is made as of March 14, 2008 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).

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 and Amendment No. 2 to Contribution and Sale Agreement dated as of October 15, 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 10(n) of the Agreement is hereby amended by restating the phrase “90 days following the closing date” in the fifth line thereof as follows: "March 14, 2008".

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 Texas (without reference to choice of law doctrine).

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No.3 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 & 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 Rodney E. Plummer
	Name:	Rodney E. Plummer
	Title:	Secretary/Treasurer
	TDC, L.L.C.
	By:	/s/ Steve Nathanson
	Name:	Steve Nathanson
	Title:	Manager
	Red River Terminal, L.L.C.
	By:	/s/ Todd A. Davison
	Name:	Todd A. Davison
	Title:	President