FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VALERO ENERGY PARTNERS LP A Delaware Limited Partnership Dated as of December 16, 2013Limited Partnership Agreement • December 20th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VALERO ENERGY PARTNERS LP dated as of December 16, 2013, is entered into by and between VALERO ENERGY PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, AND VALERO TERMINALING AND DISTRIBUTION COMPANY, a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CREDIT AGREEMENT dated as of November 14, 2013 among VALERO ENERGY PARTNERS LP, The GUARANTORS Party Hereto, and The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent and...Credit Agreement • November 15th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • New York
CREDIT AGREEMENT, dated as of November 14, 2013, among VALERO ENERGY PARTNERS LP, the Guarantors party hereto from time to time, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, BARCLAYS BANK PLC, MIZUHO BANK, LTD., and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Documentation Agents.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 13th, 2015 • Valero Energy Partners Lp • Pipe lines (no natural gas) • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 12, 2015, among VALERO ENERGY PARTNERS LP, the Guarantors party hereto from time to time, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent and BARCLAYS BANK PLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., MIZUHO BANK, LTD., and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VALERO ENERGY PARTNERS GP LLC A Delaware Limited Liability Company Dated as ofLimited Liability Company Agreement • October 28th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Valero Energy Partners GP LLC (the “Company”), dated as of [__________,______], is adopted, executed and agreed to by Valero Terminaling and Distribution Company (“VTDC”), as the sole member of the Company.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VALERO ENERGY PARTNERS GP LLC A Delaware Limited Liability Company Dated as of December 16, 2013Limited Liability Company Agreement • December 20th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Valero Energy Partners GP LLC (the “Company”), dated as of December 16, 2013, is adopted, executed and agreed to by Valero Terminaling and Distribution Company (“VTDC”), as the sole member of the Company.
AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT dated as of November 12, 2015 among VALERO ENERGY PARTNERS LP, as the Borrower The GUARANTORS Party Hereto, and VALERO ENERGY CORPORATION, as the LenderSubordinated Credit Agreement • February 26th, 2016 • Valero Energy Partners Lp • Pipe lines (no natural gas) • New York
ANNEXES Annex A – Leverage-Based Pricing Grid Annex B – Ratings-Based Pricing Grid EXHIBITS: Exhibit A – Form of Promissory Note Exhibit B – Form of Guarantee Joinder
VALERO ENERGY PARTNERS LP 4,250,000 Common Units Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • November 24th, 2015 • Valero Energy Partners Lp • Pipe lines (no natural gas) • New York
This Agreement is to confirm the agreement among the Partnership and Valero Energy Partners GP LLC, a Delaware limited liability company, and general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Partnership Parties”), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Partnership by the Underwriters. The Partnership, the General Partner, Valero Partners Operating Co. LLC, a Delaware limited liability company (“OLLC”), and the Operating Companies (as defined below) are collectively referred to herein as the “Valero Entities.”
AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 18, 2018 BY AND AMONG VALERO ENERGY CORPORATION, FOREST MERGER SUB, LLC, VALERO ENERGY PARNERS LP AND VALERO ENERGY PARTNERS GP LLCMerger Agreement • October 18th, 2018 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 18, 2018 (this “Agreement”), is by and among Valero Energy Corporation, a Delaware corporation (“Parent”), Forest Merger Sub, LLC, a Delaware limited liability company and indirect wholly owned Subsidiary of Parent (“Merger Sub”), Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Valero Energy Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “Partnership GP”). Parent, Merger Sub, the Partnership and the Partnership GP are sometimes referred to collectively herein as the “Parties” and each individually as a “Party.” Certain capitalized terms used in this Agreement are defined in Article I.
LEASE AND ACCESS AGREEMENT (Meraux Terminal)Lease Agreement • September 1st, 2016 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Texas
THIS LEASE AND ACCESS AGREEMENT (this “Lease”) is made and entered into to be effective as of the 1st day of September, 2016 (the “Effective Date”), between Valero Refining-Meraux LLC, a Delaware limited liability company (herein called “Lessor”), and Valero Partners Meraux, LLC, a Delaware limited liability company (herein called “Lessee”).
OMNIBUS AGREEMENTOmnibus Agreement • December 20th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Texas
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, the Closing Date among Valero Energy Corporation, a Delaware corporation (“Valero”), Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”), Valero Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), Valero Partners Operating Co. LLC, a Delaware limited liability company (“OLLC”), Valero Marketing and Supply Company, a Delaware corporation, (“VMSC”), Valero Partners EP, LLC, a Delaware limited liability company, Valero Partners Lucas, LLC, a Delaware limited liability company, Valero Partners Memphis, LLC, a Delaware limited liability company, Valero Terminaling and Distribution Company (“VTDC”), a Delaware corporation, The Shamrock Pipe Line Corporation, a Delaware corporation, Valero Plains Company LLC, a Texas limited liability company, The Premcor Refining Group Inc., a Delaware corporation (“Premcor Refining”), and The Premcor Pipeline Co., a Delaw
SERVICES AND SECONDMENT AGREEMENTServices and Secondment Agreement • December 20th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Texas
This Services and Secondment Agreement (this “Agreement”), dated as of December 16, 2013 (the “Effective Date”), is entered into among Valero Services, Inc., a Delaware corporation (“VSI”), Valero Refining Company-Tennessee, L.L.C., a Delaware limited liability company (“VRCT”), and Valero Energy Partners GP LLC, a Delaware limited liability company (“GP”). VSI and VRCT are sometimes herein referred to individually as an “Operator” and collectively as the “Operators.” VSI, VRCT and GP are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
MASTER TERMINAL SERVICES AGREEMENTMaster Terminal Services Agreement • December 20th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas)
This MASTER TERMINAL SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (“Company”), and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“Customer”).
TAX SHARING AGREEMENT BY AND BETWEEN VALERO ENERGY CORPORATION AND VALERO ENERGY PARTNERS LP December 16, 2013Tax Sharing Agreement • December 20th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Texas
Tax Sharing Agreement (the “Agreement”), dated this 16th day of December, 2013, by and between Valero Energy Corporation (“Valero”), a Delaware corporation, and Valero Energy Partners LP (the “Partnership”), a Delaware limited partnership.
GROUND LEASE AGREEMENTGround Lease Agreement • December 20th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Texas
THIS GROUND LEASE AGREEMENT (this “Lease”) is made and entered into to be effective as of the 16th day of December, 2013 (the “Effective Date”), between Valero Refining Company-Tennessee, L.L.C., a Delaware limited liability company (herein called “Lessor”) and Valero Partners Memphis, LLC, a Delaware limited liability company (herein called “Lessee”).
VALERO ENERGY PARTNERS LP $500,000,000 4.500% Senior Notes due 2028 Underwriting Agreement March 26, 2018Underwriting Agreement • March 29th, 2018 • Valero Energy Partners Lp • Pipe lines (no natural gas) • New York
This Agreement is to confirm the agreement among the Partnership and Valero Energy Partners GP LLC, a Delaware limited liability company, and general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Partnership Parties”), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Securities from the Partnership by the Underwriters. The Partnership, the General Partner, Valero Partners Operating Co. LLC, a Delaware limited liability company (“OLLC”), and the Operating Companies (as defined below) are collectively referred to herein as the “Valero Entities.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • October 28th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Delaware
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [__________,_____] (this “Agreement”), is by and among VALERO ENERGY PARTNERS LP, a Delaware limited partnership (the “Partnership”), VALERO ENERGY PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (“OLLC”), VALERO ENERGY CORPORATION, a Delaware corporation (“Valero”), VALERO TERMINALING AND DISTRIBUTION COMPANY, a Delaware corporation (“VTDC”), THE PREMCOR PIPELINE CO., a Delaware corporation (“Premcor Pipeline”), THE PREMCOR REFINING GROUP INC., a Delaware corporation (“Premcor Refining”), and VALERO REFINING COMPANY-TENNESSEE, L.L.C., a Delaware limited liability company (“VRCT”) (each, a “Party” and collectively, the “Parties”).
CONTRIBUTION AGREEMENT by and among VALERO REFINING-NEW ORLEANS, L.L.C., and VALERO TERMINALING AND DISTRIBUTION COMPANY, as Contributors, and VALERO ENERGY PARTNERS LP March 1, 2015Contribution Agreement • March 5th, 2015 • Valero Energy Partners Lp • Pipe lines (no natural gas)
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is entered into on March 1, 2015, by and among Valero Refining-New Orleans, L.L.C., a Delaware limited liability company (“VRNO”), Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC” and, together with VRNO, the “Contributors”), and Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FIRST SUPPLEMENTAL INDENTURE VALERO ENERGY PARTNERS LP, as Issuer VALERO ENERGY CORPORATION, as Parent Guarantor AND Dated as of January 10, 2019 Supplementing the Indenture dated as of November 30, 2016First Supplemental Indenture • January 10th, 2019 • Valero Energy Partners Lp • Pipe lines (no natural gas) • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 10, 2019, among VALERO ENERGY PARTNERS LP, a Delaware limited partnership, as issuer (the “Partnership”), VALERO ENERGY CORPORATION, a Delaware corporation, as parent guarantor (the “Parent Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
SUPPORT AGREEMENTSupport Agreement • October 18th, 2018 • Valero Energy Partners Lp • Pipe lines (no natural gas)
THIS SUPPORT AGREEMENT, dated as of October 18, 2018 (this “Agreement”), is entered into by and between Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Valero Terminaling and Distribution Company, a Delaware corporation (the “Unitholder” and, together with the Partnership, the “Parties” and each, a “Party”).
BARCLAYS CAPITAL INC. VALERO ENERGY PARTNERS LP 15,000,000 Common Units Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • December 16th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • New York
SUBORDINATION AGREEMENTSubordination Agreement • December 9th, 2016 • Valero Energy Partners Lp • Pipe lines (no natural gas) • New York
This SUBORDINATION AGREEMENT (this “Subordination Agreement”) is dated as of December 9, 2016, by and between Valero Energy Partners LP (the “Borrower”) and Valero Energy Corporation, in its capacity as a lender (the “Lender”) under each of (i) the Amended and Restated Subordinated Credit Agreement, dated as of November 12, 2015 (which amends and restates that certain Credit Agreement, dated as of March 2, 2015, and as amended, restated, supplemented or otherwise modified from time to time, the “First Credit Agreement”), among the Borrower, the guarantors from time to time party thereto, and the Lender and (ii) the Amended and Restated Subordinated Credit Agreement, dated as of November 12, 2015 (which amends and restates that certain Credit Agreement, dated as of October 1, 2015, and as amended, restated, supplemented or otherwise modified from time to time, the “Second Credit Agreement” and, together with the First Credit Agreement, the “Credit Agreements”), among the Borrower, the g
TERMINAL SERVICES SCHEDULETerminal Services Schedule • September 1st, 2016 • Valero Energy Partners Lp • Pipe lines (no natural gas)
This Terminal Services Schedule (this “Schedule”) is entered into on the 1st day of September, 2016 (the “Effective Date”) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (“Company”) and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“Customer”) pursuant to the Master Terminal Services Agreement (“Agreement”) between Company and Customer dated December 16, 2013. Except as set forth herein, the terms and conditions of the Agreement are incorporated by reference into this Schedule. Unless otherwise defined in this Schedule, the defined terms in this Schedule will have the same meaning used in the Agreement.
CONTRIBUTION AGREEMENT by and between VALERO TERMINALING AND DISTRIBUTION COMPANY, and VALERO ENERGY PARTNERS LP September 1, 2016Contribution Agreement • September 1st, 2016 • Valero Energy Partners Lp • Pipe lines (no natural gas)
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is entered into on September 1, 2016, by and between Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC”), and Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
Amendment and Restatement of Exhibits to Amended and Restated Services and Secondment Agreement April 1, 2016Services and Secondment Agreement • April 1st, 2016 • Valero Energy Partners Lp • Pipe lines (no natural gas)
An Amended and Restated Services and Secondment Agreement was executed as of March 1, 2015 (the “Amended and Restated Services and Secondment Agreement”), among Valero Services, Inc., a Delaware corporation, Valero Refining Company-Tennessee, L.L.C., a Delaware limited liability company, Valero Refining-Texas, L.P., a Texas limited partnership, and Valero Energy Partners GP LLC, a Delaware limited liability company. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Amended and Restated Services and Secondment Agreement.
Amendment and Restatement of Exhibits to Amended and Restated Services and Secondment Agreement November 1, 2017Services and Secondment Agreement • November 2nd, 2017 • Valero Energy Partners Lp • Pipe lines (no natural gas)
An Amended and Restated Services and Secondment Agreement was executed as of March 1, 2015 (the “Amended and Restated Services and Secondment Agreement”), among Valero Services, Inc., a Delaware corporation, Valero Refining Company-Tennessee, L.L.C., a Delaware limited liability company, Valero Refining-Texas, L.P., a Texas limited partnership, and Valero Energy Partners GP LLC, a Delaware limited liability company. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Amended and Restated Services and Secondment Agreement.
CONTRIBUTION AGREEMENT by and between VALERO TERMINALING AND DISTRIBUTION COMPANY, and VALERO ENERGY PARTNERS LP April 1, 2016Contribution Agreement • April 1st, 2016 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is entered into on April 1, 2016, by and between Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC”), and Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
MASTER TRANSPORTATION SERVICES AGREEMENTMaster Transportation Services Agreement • October 28th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas)
This MASTER TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (“Carrier”), and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“Shipper”).
RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • February 22nd, 2018 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Texas
This Restricted Unit Award Agreement (“Agreement”), effective as of January 4, 2018 (the “Grant Date”), is between Valero Energy Partners GP LLC (the “Company”) and _______________ (the “Participant”), a participant in the Valero Energy Partners LP 2013 Incentive Compensation Plan (the “Plan”). All capitalized terms contained in this Agreement shall have the definitions given to them in the Plan unless otherwise defined herein. The terms of this Award are set forth below.
TRANSPORTATION SERVICES SCHEDULE (Wynnewood Pipeline System)Transportation Services Schedule • July 1st, 2014 • Valero Energy Partners Lp • Pipe lines (no natural gas)
This Transportation Services Schedule (this “Schedule”) is entered into on the 1st day of July, 2014 (the “Effective Date”) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (“Carrier”), and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“Shipper”), pursuant to the Master Transportation Services Agreement (the “Agreement”) between Carrier and Shipper dated as of December 16, 2013. Except as set forth herein, the terms and conditions of the Agreement are incorporated by reference into this Schedule. Unless otherwise defined in this Schedule, the defined terms in this Schedule will have the same meaning used in the Agreement.
TERMINAL SERVICES SCHEDULETerminal Services Schedule • March 5th, 2015 • Valero Energy Partners Lp • Pipe lines (no natural gas)
This Terminal Services Schedule (this “Schedule”) is entered into on the 1st day of March, 2015 (the “Effective Date”) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (“Company”) and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“Customer”) pursuant to the Master Terminal Services Agreement (“Agreement”) between Company and Customer dated December 16, 2013. Except as set forth herein, the terms and conditions of the Agreement are incorporated by reference into this Schedule. Unless otherwise defined in this Schedule, the defined terms in this Schedule will have the same meaning used in the Agreement.
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VALERO ENERGY PARTNERS LPAgreement of Limited Partnership • December 19th, 2017 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Delaware
This AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VALERO ENERGY PARTNERS LP (this “Amendment”), dated as of December 19, 2017, is entered into by Valero Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of Valero Energy Partners, LP, a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein are used as defined in the First Amended and Restated Agreement of Limited Partnership of Valero Energy Partners LP, dated as of December 16, 2013 (the “Partnership Agreement”).
Amendment and Restatement of Schedules to Amended and Restated Omnibus AgreementAmended and Restated Omnibus Agreement • September 1st, 2016 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Rivers
An Amended and Restated Omnibus Agreement was executed as of July 1, 2014 (as the same may be amended, supplemented or modified from time to time, the “Omnibus Agreement”) by and among Valero Energy Corporation, Valero Energy Partners LP and the other parties thereto. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Omnibus Agreement.
RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • February 27th, 2017 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Texas
This Restricted Unit Award Agreement (“Agreement”), effective as of January 5, 2017 (the “Grant Date”), is between Valero Energy Partners GP LLC (the “Company”) and ______ (the “Participant”), a participant in the Valero Energy Partners LP 2013 Incentive Compensation Plan (the “Plan”). All capitalized terms contained in this Agreement shall have the definitions given to them in the Plan unless otherwise defined herein. The terms of this Award are set forth below.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 2nd, 2017 • Valero Energy Partners Lp • Pipe lines (no natural gas)
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), is entered into on November 1, 2017, by and between Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC”), and Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
MASTER TRANSPORTATION SERVICES AGREEMENTMaster Transportation Services Agreement • December 20th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas)
This MASTER TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (“Carrier”), and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“Shipper”).
