ANDEAVOR LOGISTICS LP - FORM 10-Q - EX-10.4 - EXHIBIT 10.4

Attached files

file	filename
10-Q - 10-Q - ANDEAVOR LOGISTICS LP	andx3q201810-q.htm
EX-32.2 - EXHIBIT 32.2 - ANDEAVOR LOGISTICS LP	andx3q201810-qex322.htm
EX-32.1 - EXHIBIT 32.1 - ANDEAVOR LOGISTICS LP	andx3q201810-qex321.htm
EX-31.2 - EXHIBIT 31.2 - ANDEAVOR LOGISTICS LP	andx3q201810-qex312.htm
EX-31.1 - EXHIBIT 31.1 - ANDEAVOR LOGISTICS LP	andx3q201810-qex311.htm
EX-10.11 - EXHIBIT 10.11 - ANDEAVOR LOGISTICS LP	andx3q201810-qex1011.htm
EX-10.10 - EXHIBIT 10.10 - ANDEAVOR LOGISTICS LP	andx3q201810-qex1010.htm
EX-10.9 - EXHIBIT 10.9 - ANDEAVOR LOGISTICS LP	andx3q201810-qex109.htm
EX-10.2 - EXHIBIT 10.2 - ANDEAVOR LOGISTICS LP	andx3q201810-qex102.htm
EX-2.5 - EXHIBIT 2.5 - ANDEAVOR LOGISTICS LP	andx3q201810-qex25.htm

Exhibit 10.4

FIRST AMENDMENT TO MASTER TERMINALLING SERVICES AGREEMENT

This First Amendment to Master Terminalling Services Agreement (this “Amendment”) is dated as of September 28, 2018, but effective August 6, 2018, by and between, with respect to each respective Terminal set forth on Schedule I and the Terminal Service Order applicable thereto, the party identified as “Customer” with respect to such respective Terminal as set forth on Schedule I (such party, as applicable to the respective Terminal, a “Customer”), and the party identified as “Provider” with respect to such respective Terminal as set forth on Schedule I and the Terminal Service Order applicable thereto (such party, as applicable to the respective Terminal, a “Provider”).

RECITALS

WHEREAS, on August 6, 2018, the Parties entered into that certain Master Terminalling Services Agreement pursuant to which the Parties agreed that Provider would operate the Terminal pursuant to the terms set forth therein (the “Original Agreement”); and

WHEREAS, the Parties desire to amend the Original Agreement pursuant to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties hereby agree as follows:


1.	Amendments to the Original Agreement. Schedule B (Dedicated Tanks) shall be amended and restated in its entirety as set forth in Schedule B attached hereto.


2.	Miscellaneous.

(a) Other than as set forth above, the Original Agreement shall remain in full force and effect as written.

(b) Except as otherwise provided herein, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Amendment and the transactions contemplated hereby shall be paid by the Party incurring such expenses.

(c) This Amendment and the legal relations between the Parties shall be governed by and construed in accordance with Section 34(d) of the Original Agreement.

(d) This Amendment constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

(e) This Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Either Party’s delivery of an executed counterpart signature page by facsimile (or electronic .pdf format transmission) is as effective as executing and delivering this Amendment in the presence of the

other Party. No Party shall be bound until such time as all of the Parties have executed counterparts of this Amendment.

(f) This Amendment is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Amendment.

(g) The invalidity or unenforceability of any term or provision of this Amendment in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Amendment that is manifestly unjust.

[Signature Page Follows]