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.
OMNIBUS AGREEMENTOmnibus Agreement • October 28th, 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, Valero Marketing and Supply Company (“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, 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, and The Premcor Pipeline Co., a Delaware corporation.
TAX SHARING AGREEMENT BY AND BETWEEN VALERO ENERGY CORPORATION AND VALERO ENERGY PARTNERS LPTax Sharing Agreement • October 28th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Texas
Tax Sharing Agreement (the “Agreement”), dated this _____ day of ________, 2013, by and between Valero Energy Corporation (“Valero”), a Delaware corporation, and Valero Energy Partners LP (the “Partnership”), a Delaware limited partnership.
SERVICES AND SECONDMENT AGREEMENTServices and Secondment Agreement • October 28th, 2013 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Texas
This Services and Secondment Agreement (this “Agreement”), dated as of [_________________] (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.”
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”).
MASTER TERMINAL SERVICES AGREEMENTMaster Terminal Services Agreement • October 28th, 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”).
GROUND LEASE AGREEMENTGround Lease Agreement • October 28th, 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 [___] day of [_______________], 20[__], 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 AGREEMENTTransportation Services • 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”).
