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:
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.
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”).
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”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • December 20th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Delaware
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of December 16, 2013 (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”).
