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-10.4 - EXHIBIT 10.4 - ANDEAVOR LOGISTICS LP | andx3q201810-qex104.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 10.9
FIRST AMENDMENT TO ASPHALT TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT
This FIRST AMENDMENT TO ASPHALT TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT (this “Amendment”) is dated as of September 28, 2018, but effective August 6, 2018, by and between Western Refining Company, L.P. (“Customer”), and Asphalt Terminals LLC (“Provider”). Customer and Provider may each be referred to herein as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, on August 6, 2018, the Parties entered into that certain Asphalt Terminalling, Transportation and Storage Services Agreement pursuant to which the Parties agreed that Provider would operate the Terminals 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 to this Amendment hereby agree as follows:
1. | Amendments to the Original Agreement. Schedule 4.1 (Minimum Asphalt Commitments), Schedule 4.2 (Dedicated Tanks), and Schedule 22.2 (Stipulated Commitment) are amended and restated in their entirety as set forth in revised Schedule 4.1, Schedule 4.2, and Schedule 22.2 attached hereto, respectively. |
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 29.3 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
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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]
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IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first above written.
CUSTOMER:
Western Refining Company, L.P., by
Western Refining GP, LLC, its general partner
By: /s/ Gregory J. Goff
Name: Gregory J. Goff
Title: President and Chief Executive Officer
PROVIDER:
Asphalt Terminals LLC
By: /s/ Steven M. Sterin
Name: Steven M. Sterin
Title: President and Chief Financial Officer
Signature Page
First Amendment to Asphalt Terminalling Transportation and Storage Services Agreement
SCHEDULE 4.1
MINIMUM ASPHALT COMMITMENTS
MINIMUM ASPHALT COMMITMENTS
A. Minimum Asphalt Storage Commitment
Terminal | Asphalt Minimum Storage Commitment (Barrels) |
Bakersfield, CA | 123,556 |
Mojave, CA | 240,000 |
Elk Grove, CA | 322,433 |
Phoenix, AZ | 172,050 |
B. Minimum Asphalt Throughput Commitment
Description | Minimum Asphalt Throughput Commitment (tons/Month) |
Bakersfield, CA | 2,833 |
Mojave, CA | 3,542 |
Elk Grove, CA | 4,250 |
Phoenix, AZ | 12,396 |
Schedule 4.1
SCHEDULE 4.2
DEDICATED TANKS
A. Bakersfield Terminal
Tank Number | Tank Capacity |
PMA-1 | 800 |
PMA-2 | 800 |
PMA-3 | 800 |
PMA-4 | 1,900 |
T-1 | 500 |
T-10 | 400 |
T-11 | 520 |
T-1101 | 1,285 |
T-1102 | 1,285 |
T-12 | 520 |
T-14 | 300 |
T-15 | 215 |
T-16 | 260 |
T-17 | 85 |
T-18 | 85 |
T-19 | 85 |
T-2 | 240 |
T-20 | 85 |
T-21 | 120 |
T-22 | 120 |
T-23 | 90 |
T-24 | 650 |
T-25 | 112 |
T-25001 | 24,170 |
T-3 | 4,200 |
T-4 | 550 |
T-5 | 520 |
T-5901 | 5,963 |
T-5902 | 5,963 |
T-5903 | 5,963 |
T-6 | 520 |
T-60001 | 61,250 |
T-601RS | 600 |
T-602RS | 600 |
T-603RS | 600 |
T-7 | 520 |
T-8 | 520 |
T-9 | 360 |
Total | 184,806 |
Schedule 4.2
B. Elk Grove Terminal
Tank Number | Tank Capacity |
142 | 155 (OOS)* |
180 | 143 |
201 | 200 |
1000 | 45 |
1101 | 1,200 |
1401 | 1,300 |
1402 | 1,300 |
2000 | 143 |
100001 | 100,000 |
100002 | 100,000 |
10001 | 10,000 |
10002 | 10,000 |
10003 | 10,000 |
1B | 94 (OOS) |
3001 | 3,000 |
3002 | 3,000 |
50001 | 50,000 |
5001 | 5,000 |
5002 | 5,000 |
5003 | 5,000 |
5004 | 5,000 |
5005 | 5,000 |
501 | 500 |
502 | 500 |
503 | 500 |
504 | 500 |
505 | 500 |
506 | 500 |
507 | 500 |
508 | 500 |
509 | 500 |
5W | 149 |
761 | 750 |
762 | 750 |
763 | 750 |
PMA Mix Tank | 60 |
QTS1 | 143 |
Total | 322,433 |
Schedule 4.2
C. Phoenix Terminal
Tank Number | Tank Capacity |
25 | 786 |
26 | 944 |
27 | 266 |
28 | 266 |
29 | 604 |
30 | 604 |
49 | 403 |
50 | 242 |
60 | 242 |
70 | 242 |
80 | 242 |
1 | 1,678 |
100 | 419 |
10001 | 9,865 |
10002 | 9,865 |
101 | 486 |
102 | 336 |
1501 | 786 |
1502 | 786 |
1503 | 786 |
1504 | 786 |
1505 | 786 |
1506 | 786 |
1507 | 786 |
1515 | 786 |
18 | 507 |
19 | 507 |
20 | 1,449 |
200 | 419 |
201 | 486 |
202 | 288 |
21 | 1,449 |
22 | 1,678 |
23 | 1,933 |
31 | 5,480 |
32 | 5,480 |
33 | 1,212 |
34 | 1,212 |
4 | 486 |
420 | 700 |
Schedule 4.2
440 | 786 |
460 | 786 |
480 | 786 |
5 | 1,118 |
50001 | 50,793 |
50002 | 50,793 |
8 | 272 |
9 | 541 |
A | 1,699 |
E | 484 |
E-2 | 725 |
E-3 | 725 |
E-5 | 725 |
E6 | 725 |
G | 484 |
H | 484 |
J | 486 |
K | 486 |
L | 483 |
M | 483 |
PMA mix | 1,118 |
PPA | 179 (OOS) |
Total | 172,050 |
D. Mojave Terminal
Tank Number | Tank Capacity |
T-2 | 60,000 |
T-4 | 60,000 |
T-6 | 60,000 |
T-8 | 60,000 |
Total | 240,000 |
*OOS (Out of Service). For the avoidance of doubt, fees will be assessed only upon in-service dedicated tanks.
Schedule 4.2
SCHEDULE 22.2
STIPULATED COMMITMENTS
STIPULATED COMMITMENTS
A. Stipulated Asphalt Storage Commitment
Terminal | Asphalt Tankage Reserved Capacity (Barrels) |
Bakersfield, CA | 123,556 |
Mojave, CA | 240,000 |
Elk Grove, CA | 322,433 |
Phoenix, AZ | 172,050 |
B. Stipulated Asphalt Throughput Commitment
Terminal | Stipulated Asphalt Throughput (tons/Month) |
Bakersfield, CA | 2,833 |
Mojave, CA | 3,542 |
Elk Grove, CA | 4,250 |
Phoenix, AZ | 12,396 |
Schedule 22.2