Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 1, 2014

Valero Energy Partners LP

(Exact name of registrant as specified in its charter)


Delaware	1-36232	90-1006559
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Valero Way San Antonio, Texas		78249
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (210) 345-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 1, 2014, Valero Energy Partners LP (the “Partnership”), through its wholly owned subsidiaries, Valero Partners North Texas, LLC (“VPNT”), Valero Partners South Texas, LLC (“VPST”) and Valero Partners Operating Co. LLC (“Valero Operating” and, together with VPNT and VPST, the “Buyers”), completed the acquisition (the “Acquisition”) of certain assets and interests from certain subsidiaries of Valero Energy Corporation, namely, The Shamrock Pipe Line Corporation (“Shamrock”), Valero Plains Company LLC (“VPC”) and Valero Terminaling and Distribution Company (“VTDC” and, together with Shamrock and VPC, the “Sellers”), for an aggregate purchase price of $154 million. The Acquisition was funded with the Partnership’s cash on hand.

The term “Valero,” when used in this report, may refer to Valero Energy Corporation, to one or more of its subsidiaries, or all of them taken as a whole (other than the Partnership or its subsidiaries or its general partner) as the context requires.

In the Acquisition, the Partnership acquired the following:

•

McKee crude system. The McKee crude system, located in Sunray, Texas, has 72,000 barrels per day of throughput capacity and supplies approximately 40% of the crude oil processed at Valero’s McKee refinery. The system consists of more than 200 miles of pipelines, 20 crude oil truck unloading sites with lease automatic custody transfer units, and approximately 240,000 barrels of storage capacity.

•

Three Rivers crude system. The Three Rivers crude system, located in the Eagle Ford shale region in South Texas, consists of 11 crude oil truck unloading sites with lease automatic custody transfer units and a 1-mile, 12-inch pipeline with a capacity of 110,000 barrels per day that delivers crude oil to Valero’s Three Rivers refinery. The system also receives locally produced crude oil via connections to the Harvest Arrowhead pipeline system and the Plains Gardendale pipeline for processing at the Three Rivers refinery or for shipment through third-party pipelines to Valero’s two refineries in Corpus Christi, Texas.

•

Wynnewood products system. The Wynnewood products system, located in Ardmore, Oklahoma, consists of a 30-mile, 12-inch refined petroleum products pipeline with 90,000 barrels per day of capacity and two tanks with a total of 180,000 barrels of storage capacity. The system connects Valero’s Ardmore refinery to the Magellan Pipeline Company refined products pipeline system and is the primary distribution outlet for the refinery.

Valero currently indirectly owns (i) 100% of Valero Energy Partners GP LLC, the owner of a 2% general partner interest in the Partnership (the “General Partner”), which allows Valero to control the Partnership, (ii) all incentive distribution rights in the Partnership and (iii) an approximately 68.6% limited partner interest in the Partnership. As a result, certain individuals, including officers and directors of Valero, serve as officers and/or directors of the Partnership and its subsidiaries. Additionally, the Partnership and Valero have certain commercial relationships as further described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013, the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, and the Partnership’s Current Report on Form 8-K filed on December 16, 2013, which descriptions are incorporated herein by reference.

The consideration for the Acquisition was determined pursuant to negotiations between the Partnership and the conflicts committee of the board of directors of the General Partner, which is comprised solely of independent directors. The conflicts committee retained independent legal and financial advisors to assist in evaluating and negotiating the Acquisition. The conflicts committee approved the Acquisition and recommended approval of the Acquisition to the board of directors, which then approved the Acquisition.

On July 1, 2014, the following documents were executed in connection with the Acquisition:

Purchase and Sale Agreement

The Acquisition was completed pursuant to the terms of a Purchase and Sale Agreement by and between the Buyers and Sellers (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, among other things, the Partnership acquired (i) the assets comprising the McKee crude system; (ii) the assets comprising the Three Rivers crude system; and (iii) 100% of the issued and outstanding membership interests in Valero Partners Wynnewood LLC (“Valero Wynnewood”), which owns the assets comprising the Wynnewood products system, for total cash consideration of $154 million. The Purchase Agreement contains customary representations, warranties, covenants and indemnities.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amended and Restated Omnibus Agreement

The Partnership entered into an Amended and Restated Omnibus Agreement (the “Amended Omnibus Agreement”) with Valero, Valero Marketing and Supply Company (“VMSC”), VTDC, The Premcor Refining Group Inc., The Premcor Pipeline Co., the General Partner, Valero Operating, Valero Partners EP, LLC, Valero Partners Lucas, LLC, Valero Partners Memphis, LLC, VPNT, VPST, and Valero Wynnewood. The Amended Omnibus Agreement amends and restates the Omnibus Agreement dated December 16, 2013 entered into in connection with the Partnership’s initial public offering and includes the following modifications, among others:

•

the indemnification obligations of Valero and the Partnership were amended to apply to the McKee crude system, the Three Rivers crude system and the Wynnewood products system in substantially the same manner as the assets acquired by the Partnership in its initial public offering;

•

the annual administrative fee payable by the Partnership was increased to $9,252,500 per year, which amount will be prorated for the remainder of 2014 based on the number of days from July 1, 2014 to December 31, 2014; and

•

the grant to Valero of a right of first refusal with respect to the McKee crude system, the Three Rivers crude system and the Wynnewood products system.

The foregoing description of the Amended Omnibus Agreement is not complete and is qualified in its entirety by reference to the Amended Omnibus Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment to Services and Secondment Agreement

The General Partner entered into Amendment Number One to Services and Secondment Agreement (the “Services Agreement Amendment”) with Valero Services, Inc., a Delaware corporation (“VSI”), Valero Refining Company-Tennessee, L.L.C., a Delaware limited liability company (“VRCT”), and the General Partner. The Services Agreement Amendment amends the Services and Secondment Agreement dated as of December 16, 2013 by and among VSI, VRCT and the General Partner to provide for the secondment of employees to the General Partner for the provision of services with respect to the assets acquired in the Acquisition.

The forgoing description of the Services Agreement Amendment is not complete and is qualified in its entirety by reference to the Services Agreement Amendment which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Transportation and Terminal Services Schedules

Valero Operating, a wholly owned subsidiary of the Partnership, and VMSC, a wholly owned subsidiary of Valero, entered into additional schedules with respect to each of the McKee crude system, the Three Rivers crude system and the Wynnewood products system (the “Schedules”) under the Master Transportation Services Agreement (together with the schedules thereto, the “Transportation Services Agreement”) and the Master Terminal Services Agreement (together with the schedules thereto, the “Terminal Services Agreement” and, together with the Master Transportation Services Agreement, the “Master Services Agreements”), by and between Valero Operating and VMSC, entered into on December 16, 2013 in connection with the Partnership’s initial public offering. The Schedules provide for inflation escalators, have initial terms of 10 years, and provide VMSC an option to renew for one additional five-year term with respect to each asset. The Schedules are governed by the terms of the applicable

Master Services Agreement, which are incorporated by reference to this Current Report on Form 8-K as Exhibits 10.4 and 10.5. The descriptions of the Master Services Agreements in the Partnership’s Current Report on Form 8-K filed on December 16, 2013 are incorporated herein by reference.

In addition, the Schedules provide for, among other things, the following:

•

McKee crude system. Valero Operating will charge VMSC for transporting crude oil on the Partnership’s McKee crude oil pipeline system, which delivers crude oil to Valero’s McKee refinery. VMSC will pay the applicable published tariff rate, which is currently $0.755 per barrel, subject to reduction in the event crude oil is delivered through the NuStar Clawson pipeline. VMSC will be obligated to transport a quarterly average of at least 50,000 barrels per day of crude oil on the McKee crude system.

•

Three Rivers crude system. Valero Operating will charge VMSC for transporting crude oil on the Partnership’s 1-mile, 12-inch pipeline and two additional pipelines to be constructed, each of which will deliver crude oil to Valero’s Three Rivers refinery. VMSC will initially pay a tariff of $0.270 per barrel for the first 70,000 barrels per day and $0.050 per barrel for each barrel in excess of 70,000 barrels per day transported on the Three Rivers crude system pipelines. Upon the commencement of commercial service with respect to either of the additional pipelines to be constructed, the tariff applicable to the first 70,000 barrels per day shipped on the Three Rivers crude system will be increased based upon the capital expenditures made with respect to such additional pipelines as of such date. It is currently estimated that such increase will be approximately $0.032 per barrel.

•

Wynnewood products system. Valero Operating will charge VMSC a monthly fee of $45,000 for terminaling services at the Wynnewood terminal. In addition, Valero Operating will charge VMSC for transporting refined petroleum products on the Partnership’s 30-mile, 12-inch refined petroleum products pipeline, which connects Valero’s Ardmore refinery to the Magellan Pipeline Company refined products pipeline system. VMSC will pay the applicable published tariff rate, which is currently $0.256 per barrel. VMSC will be obligated to transport a quarterly average of at least 45,000 barrels per day of refined petroleum products on the 12-inch pipeline.

The foregoing description of the Schedules is not complete and is qualified in its entirety by reference to the Schedules which are filed as Exhibits 10.6, 10.7, 10.8 and 10.9 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 1, 2014, the Partnership completed the Acquisition pursuant to the terms of the Purchase Agreement. The Partnership, the General Partner and Valero have various relationships with one another. The descriptions of the Purchase Agreement and the relationships among the Partnership, the General Partner and Valero included in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 2.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


10.1		Purchase and Sale Agreement, dated as of July 1, 2014, between The Shamrock Pipe Line Corporation, Valero Plains Company LLC and Valero Terminaling and Distribution Company, as Sellers, and Valero Partners North Texas, LLC, Valero Partners South Texas, LLC and Valero Partners Operating Co. LLC, as Buyers.

10.2		Amended and Restated Omnibus Agreement, dated July 1, 2014, by and among Valero Energy Corporation, a Delaware corporation, Valero Marketing and Supply Company, Valero Terminaling and Distribution Company, The Premcor Refining Group Inc., The Premcor Pipeline Co., Valero Energy Partners LP, Valero Energy Partners GP LLC, Valero Partners Operating Co. LLC, Valero Partners EP, LLC, Valero Partners Lucas, LLC, Valero Partners Memphis, LLC, Valero Partners North Texas, LLC, Valero Partners South Texas, LLC and Valero Partners Wynnewood, LLC.



10.3		Amendment Number One to Services and Secondment Agreement, dated July 1, 2014, by and among Valero Services, Inc., a Delaware corporation, Valero Refining Company-Tennessee, L.L.C. and Valero Energy Partners GP LLC.

10.4		Master Transportation Services Agreement dated December 16, 2013 by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company - incorporated by reference to Exhibit 10.6 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No. 1-36232).

10.5		Master Terminal Services Agreement dated December 16, 2013 by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company - incorporated by reference to Exhibit 10.7 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No. 1-36232).

10.6		Transportation Services Schedule (McKee Crude System), dated July 1, 2014, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company.

10.7		Transportation Services Schedule (Three Rivers Crude System), dated July 1, 2014, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company.

10.8		Terminal Services Schedule (Wynnewood Products System), dated July 1, 2014, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company.

10.9		Transportation Services Schedule (Wynnewood Products System), dated July 1, 2014, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


VALERO ENERGY PARTNERS LP

By:		Valero Energy Partners GP LLC,
		its general partner

By:		/s/ Jay D. Browning
		Jay D. Browning
		Senior Vice President and General Counsel

Date: July 1, 2014

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

(McKee Crude System, Three Rivers Crude System and Wynnewood Products System)

by and among

THE SHAMROCK PIPE LINE CORPORATION,

VALERO PLAINS COMPANY LLC

and

VALERO TERMINALING AND DISTRIBUTION COMPANY,

as Sellers,

and

VALERO PARTNERS NORTH TEXAS, LLC,

VALERO PARTNERS SOUTH TEXAS, LLC

and

VALERO PARTNERS OPERATING CO. LLC,

as Buyers

Dated as of July 1, 2014

TABLE OF CONTENTS


ARTICLE I DEFINED TERMS		1
1.1	Defined Terms	1
ARTICLE II TRANSFER OF ASSETS AND AGGREGATE CONSIDERATION		8
2.1	Sale of Assets and Interests	8
2.2	Excluded Assets	8
2.3	Consideration.	9
2.4	Liabilities and Payments	9
2.5	Proration of Certain Taxes	9
2.6	Other Prorations and Payments.	10
ARTICLE III CLOSING		11
3.1	Closing	11
3.2	Deliveries by the Sellers	11
3.3	Deliveries by the Buyers	12
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS		13
4.1	Organization; Ownership; Preemptive Rights	13
4.2	Authorization	14
4.3	No Conflicts or Violations; No Consents or Approvals Required	14
4.4	Absence of Litigation; Compliance with Law	14
4.5	Bankruptcy	15
4.6	Brokers and Finders	15
4.7	Tax Matters	15
4.8	Title to and Condition of Assets	15
4.9	Valero Wynnewood Financial Matters	16
4.10	No Adverse Changes	16
4.11	Environmental Matters	16
4.12	Contracts	17
4.13	Employees	17
4.14	Investment Company Act	17
4.15	Conflicts Committee Matters	17
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYERS		17
5.1	Organization	17
5.2	Authorization	18
5.3	No Conflicts or Violations; No Consents or Approvals Required	18
5.4	Absence of Litigation	18
5.5	Brokers and Finders	18
5.6	Opportunity for Independent Investigation	18
5.7	Acquisition as Investment	19
ARTICLE VI COVENANTS		19
6.1	Additional Agreements	19
6.2	Further Assurances	19
6.3	Cooperation on Tax Matters	20
6.4	Cooperation for Litigation and Other Actions	20
6.5	Retention of and Access to Books and Records.	20
ARTICLE VII INDEMNIFICATION		21


7.1	Indemnification	21
7.2	Defense of Third-Party Claims	21
7.3	Direct Claims	22
7.4	Limitations	22
7.5	Remedies Under Ancillary Documents	23
7.6	Tax Related Adjustments	23
7.7	Express Negligence Rule	23
ARTICLE VIII MISCELLANEOUS		23
8.1	WAIVERS AND DISCLAIMERS	23
8.2	Expenses	24
8.3	Notices	25
8.4	Severability	25
8.5	Governing Law	25
8.6	Confidentiality.	26
8.7	Parties in Interest	27
8.8	Assignment of Agreement	27
8.9	Captions	27
8.10	Counterparts	27
8.11	Integration	27
8.12	Amendment; Waiver	27
ARTICLE IX INTERPRETATION		27
9.1	Interpretation	27
9.2	References, Gender, Number	28

Schedules

Schedule 2.4(b) Certain costs and expenses for which VTDC is responsible


Exhibits:
Exhibit A	—	McKee Crude System
Exhibit B	—	Three Rivers Crude System
Exhibit C	—	Amended and Restated Omnibus Agreement
Exhibit D	—	McKee Services Schedule
Exhibit E	—	Three Rivers Services Schedule
Exhibit F-1	—	Transportation Services Schedule (Wynnewood Products System)
Exhibit F-2	—	Terminaling Services Schedule (Wynnewood Products System)
Exhibit G	—	Connection Agreements
Exhibit H	—	Conveyance Documents
Exhibit I	—	Assignment Document
Exhibit J	—	Amendment Number One to Services and Secondment Agreement
Exhibit K	—	Wynnewood Products System

PURCHASE AND SALE AGREEMENT

(McKee Crude System, Three Rivers Crude System and Wynnewood Products System)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of July 1, 2014, is entered into by and among The Shamrock Pipe Line Corporation, a Delaware corporation (“Shamrock”), Valero Plains Company LLC, a Texas limited liability company (“VPC”), and Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC” and, together with Shamrock and VPC, the “Sellers”), and Valero Partners North Texas, LLC, a Delaware limited liability company (“VPNT”), Valero Partners South Texas, LLC, a Delaware limited liability company (“VPST”), and Valero Partners Operating Co. LLC, a Delaware limited liability company (“Valero Operating” and, together with VPNT and VPST, the “Buyers”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

WHEREAS, VTDC, VPC and Shamrock each owns certain assets comprising the McKee Crude System (as defined below); VTDC owns the assets comprising the Three Rivers Crude System (as defined below); and VTDC owns all of the issued and outstanding membership interests in Valero Partners Wynnewood, LLC, a Delaware limited liability company (“Valero Wynnewood”), which owns the assets comprising the Wynnewood Products System (as defined below);

WHEREAS, VPNT wishes to acquire the McKee Crude System; VPST wishes to acquire the Three Rivers Crude System; and Valero Operating wishes to acquire all of the issued and outstanding membership interests in Valero Wynnewood (the “Wynnewood Interests”); and

WHEREAS, the Parties wish to amend certain provisions of that certain Omnibus Agreement, dated as of December 16, 2013, among Valero, the General Partner, the Partnership, Valero Operating, VMSC, Valero Partners EP, LLC, Valero Partners Lucas, LLC, Valero Partners Memphis, LLC, VTDC, Shamrock, VPC, The Premcor Pipeline Co. and Premcor Refining Group Inc.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein and in the Restated Omnibus Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINED TERMS

1.1 Defined Terms. Unless the context expressly requires otherwise, the respective terms defined in this Section 1.1 shall, when used in this Agreement, have the respective meanings herein specified, with each such definition to be equally applicable both to the singular and the plural forms of the term so defined.

“Affiliate” has the meaning set for the Partnership Agreement; provided that, for purposes of this Agreement, Valero and its subsidiaries (other than the General Partner and the Partnership and its subsidiaries), including the Sellers, on the one hand, and the General Partner and the Partnership and its subsidiaries, including the Buyers, on the other hand, shall not be considered Affiliates of each other.

“Agreement” has the meaning set forth in the preamble.

“Ancillary Documents” means, collectively, the Buyer Ancillary Documents and the Seller Ancillary Documents.

“Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, decree, Permit, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question, including Environmental Law.

“Assignment Document” has the meaning set forth in Section 3.2(g).

“Assumed Liabilities” has the meaning set forth in Section 2.4(a).

“Books and Records” means all of the records and files primarily related to the ownership and operation of the Transferred Assets, including the minutes books and other corporate records of Valero Wynnewood and the plans, drawings, instruction manuals, operating and technical data and records, whether computerized or hard copy, tax files, books, records, tax returns and tax work papers, supplier lists, surveys, engineering records, maintenance records and studies, environmental records, environmental reporting information, emission data, testing and sampling data and procedures, construction, inspection and operating records, and any and all information necessary to meet compliance obligations with respect to Applicable Law, in each case only to the extent primarily related to the Transferred Assets and existing as of the Closing Date.

“Business Day” has the meaning set forth in the Restated Omnibus Agreement.

“Buyers” has the meaning set forth in the preamble.

“Buyer Ancillary Documents” means each agreement, document, instrument or certificate to be delivered by the Buyers, or their Affiliates, at the Closing pursuant to Section 3.3 hereof and each other document or Contract entered into by the Buyers, or their Affiliates, contemplated by this Agreement.

“Buyer Indemnified Costs” means any and all Losses that any of the Buyer Indemnified Parties incurs and that arise out of or relate to any breach of a representation, warranty or covenant of the Sellers hereunder. Notwithstanding anything in the foregoing to the contrary, Buyer Indemnified Costs shall exclude any and all Special Damages (other than those that are a result of (i) a third-party Claim for Special Damages, (ii) the gross negligence or willful misconduct of the Sellers or (iii) the loss of revenue that Valero Operating would have received from VMSC under the McKee Services Schedule, the Three Rivers Services Schedule or either of the Wynnewood Services Schedules but for the occurrence of a Force Majeure Event).

“Buyer Indemnified Parties” means the Buyers and their Affiliates, including the Partnership, and their respective officers, directors, partners, managers, employees, consultants and equity holders.

“Claim” means any existing or threatened future claim, demand, suit, action, investigation, proceeding, inquiry, condemnation, audit or cause of action of any kind or character (in each case, whether civil, criminal, investigative or administrative) before any court or other Governmental Authority or any arbitration proceeding, known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice.

“Closing” has the meaning set forth in Section 3.1.

“Closing Date” has the meaning set forth in Section 3.1.

“Confidential Information” means any proprietary or confidential information that is competitively sensitive material or otherwise of value to a Party or its Affiliates and not generally known to the public, including trade secrets, scientific or technical information, design, invention, process, procedure, formula, improvements, product planning information, marketing strategies, financial information, information regarding operations, consumer and/or customer relationships, consumer and/or customer identities and profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Party or its Affiliates and the consumers, customers, clients and suppliers of any of the foregoing. Confidential Information includes such information as may be contained in or embodied by documents, substances, engineering and laboratory notebooks, reports, data, specifications, computer source code and object code, flow charts, databases, drawings, pilot plants or demonstration or operating facilities, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of the foregoing; provided, however, that Confidential Information does not include information that a receiving Party can show (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving Party without any obligation to keep it confidential by a third party under circumstances which are not known to the receiving Party to involve a breach of the third party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving Party as contemplated under this Agreement. From and after the Closing Date, Confidential Information disclosed by the Sellers to the Buyers that relates to the Transferred Assets shall become, and be treated as, Confidential Information of the Buyers disclosed to the Sellers.

“Conflicts Committee” has the meaning set forth in the Partnership Agreement.

“Connection Agreements” has the meaning set forth in Section 3.2(e).

“Consents” means all notices to, authorizations, consents, orders or approvals of, or registrations, declarations or filings with, or expiration of waiting periods imposed by, any Governmental Authority, and any notices to, consents or approvals of any other third party.

“Contract” means any written contract, agreement, indenture, instrument, note, bond, loan, lease, easement, mortgage, franchise, license agreement, purchase order, binding bid or offer, binding term sheet or letter of intent or memorandum, commitment, letter of credit or any other legally binding arrangement, including any amendments or modifications thereof and waivers relating thereto.

“Conveyance Documents” has the meaning set forth in Section 3.2(f).

“Effective Time” has the meaning set forth in Section 3.1.

“Encumbrance” means any mortgage, pledge, charge, hypothecation, easement, right of purchase, security interest, deed of trust, conditional sales agreement, encumbrance, interest, option, lien, right of first refusal, right of way, defect in title, encroachments or other restriction, whether or not imposed by operation of Applicable Law, any voting trust or voting agreement, stockholder agreement or proxy.

“Environmental Laws” has the meaning set forth in the Restated Omnibus Agreement.

“Environmental Permit” has the meaning set forth in the Restated Omnibus Agreement.

“Excluded Assets” means:

(a) all pipeline linefill and all crude oil or other hydrocarbons stored in any tanks or other vessels comprising any of the Systems as of the Effective Time;

(b) all Intellectual Property Rights of the Sellers and their Affiliates;

(c) all accounts receivable and notes receivable from any Person to the extent arising out of the ownership or operation of the Systems (other than the Wynnewood Products System) prior to the Effective Time;

(d) all Claims, rights, title and interests of the Sellers or any of their Affiliates under or to any policies or agreements of insurance;

(e) all Claims (including rights of set-off, rights to refunds, or any similar rights) that Sellers or any of their Affiliates may have against any Person (including insurers) to the extent relating to any Excluded Asset or the ownership or operation of the Transferred Assets prior to the Effective Time, as well as any counterclaims or defenses Sellers or their Affiliates may have in connection with any matters for which Sellers or their Affiliates have provided indemnification under any of the Ancillary Documents;

(f) all bonds, deposits and other forms of security posted by Sellers, in each case except to the extent the same are expressly transferred to either Buyer pursuant to any of the Conveyance Documents;

(g) all assets owned by third parties, even if located on or at any of the Systems; and

(h) tax refunds or credits arising out of taxes paid by Sellers or their Affiliates and all claims of Sellers or their Affiliates for refunds of or loss carry forwards or carry backs with respect to (i) taxes attributable to any period prior to the Closing Date, or (ii) any taxes attributable to Excluded Assets.

“Force Majeure Event” means either a “Carrier Force Majeure” as such term is defined in the Master Transportation Services Agreement dated December 16, 2013 between Valero Operating and VMSC or a “Company Force Majeure” as such term is defined in the Master Terminal Services Agreement dated December 16, 2013 between Valero Operating and VMSC.

“Fundamental Representations” has the meaning set forth in Section 7.4(a).

“GAAP” means generally accepted accounting principals in the United States of America.

“General Partner” means Valero Energy Partners GP LLC, a Delaware limited liability company.

“Governmental Authority” has the meaning set forth in the Restated Omnibus Agreement.

“Hazardous Substance” has the meaning set forth in the Restated Omnibus Agreement.

“Indemnified Costs” means the Buyer Indemnified Costs and the Seller Indemnified Costs, as applicable.

“Indemnified Party” means the Buyer Indemnified Parties and the Seller Indemnified Parties.

“Indemnifying Party” has the meaning set forth in Section 7.2.

“Intellectual Property Rights” means any and all tangible and intangible: (a) rights associated with works of authorship, including copyrights, moral rights, neighboring rights, and derivative works thereof, (b) trademark and trade name rights (including the name “Valero” or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof), (c) trade secret rights, (d) patents, design rights, and other industrial property rights, and, (e) all other intellectual property rights (of every kind and nature however designated) whether arising by operation of law, treaty, contract, license, or otherwise, together with all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof.

“Losses” has the meaning set forth in the Restated Omnibus Agreement.

“Material Contracts” has the meaning set forth in Section 4.12(a).

“Material Adverse Effect” means, with respect to any Person or any of the Systems, any material adverse change, circumstance, effect or condition in or relating to the assets, financial condition, results of operations, or business of such Person or System, or that materially impedes

the ability of such Person to consummate the transactions contemplated hereby, other than any change, circumstance, effect or condition in the refining, pipeline transportation or terminalling industries generally (including any change in the prices of crude oil, natural gas, natural gas liquids, feedstocks or refined products or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law) or in United States or global economic conditions or financial markets in general. Any determination as to whether any change, circumstance, effect or condition has a Material Adverse Effect shall be made only after taking into account all effective insurance coverages and effective third-party indemnifications with respect to such change, circumstance, effect or condition.

“McKee Crude System” has the meaning set forth in Exhibit A.

“McKee Services Schedule” has the meaning set forth in Section 3.2(b).

“Partnership” means Valero Energy Partners LP, a Delaware limited partnership.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 16, 2013, as the same may be amended from time to time.

“Party” and “Parties” have the meanings set forth in the preamble.

“Permits” means permits, licenses, sublicenses, certificates, approvals, Consents, notices, waivers, variances, franchises, registrations, orders, filings, accreditations, or other similar authorizations, including pending applications or filings therefor and renewals thereof, required by any Applicable Law or Governmental Authority or granted by any Governmental Authority.

“Permitted Encumbrances” means (a) Encumbrances for taxes, impositions, assessments, fees, rents or other governmental charges not yet due and payable or being diligently contested in good faith and which will be paid, if payable, by the Sellers; (b) Encumbrances of mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith and which will be paid, if payable, by the Sellers; (c) statutory and contractual Encumbrances incurred in the ordinary course of business securing rental, storage, throughput, handling or other fees, charges or obligations owing from time to time to landlords, warehousemen, common carriers and other third parties; (d) easements, restrictive covenants, reservations and exceptions to title, and any defects, imperfections or irregularities of title that do not and could not reasonably be expected to materially interfere with the use of the Transferred Assets in a manner consistent with their use by the Sellers in the ordinary course of business on the day immediately prior to Closing; (e) terms of Contracts and Permits being assigned or transferred to Buyers pursuant to this Agreement or any Ancillary Document; and (f) the terms of the Buyer Ancillary Documents.

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, Governmental Authority or other entity.

“Purchase Price” has the meaning set forth in Section 2.3(a).

“Receiving Party Personnel” has the meaning set forth in Section 8.6(d).

“Restated Omnibus Agreement” has the meaning set forth in Section 3.2(a).

“Right-of-Way Consents” has the meaning set forth in the Restated Omnibus Agreement.

“Sellers” has the meaning set forth in the preamble.

“Seller Ancillary Documents” means each agreement, document, instrument or certificate to be delivered by the Sellers, or their Affiliates, at the Closing pursuant to Section 3.2 hereof and each other document or Contract entered into by the Sellers, or their Affiliates, contemplated by this Agreement.

“Seller Indemnified Costs” means any and all Losses that any of the Seller Indemnified Parties incurs and that arise out of or relate to any breach of a representation, warranty or covenant of the Buyers hereunder. Notwithstanding anything in the foregoing to the contrary, Seller Indemnified Costs shall exclude any and all Special Damages (other than those that are a result of (a) a third-party Claim for Special Damages or (b) the gross negligence or willful misconduct of the Buyers).

“Seller Indemnified Parties” means the Sellers and their Affiliates, including Valero, and their respective officers, directors, partners, managers, employees, consultants and equity holders.

“Services and Secondment Agreement” means the Services and Secondment Agreement, dated as of December 16, 2013, by and among Valero Services, Inc., Valero Refining Company-Tennessee, L.L.C. and the General Partner.

“Services and Secondment Amendment” has the meaning set forth in Section 3.2(h).

“Special Damages” means any consequential, indirect, incidental, punitive, exemplary, special or similar damages or lost profits (including any diminution in nature of any investments) suffered directly or indirectly.

“Systems” means, collectively, the McKee Crude System, the Three Rivers Crude System and the Wynnewood Products System.

“third-party action” has the meaning set forth in Section 7.2.

“Three Rivers Crude System” has the meaning set forth in Exhibit B.

“Three Rivers Services Schedule” has the meaning set forth in Section 3.2(c).

“Transferred Assets” means, collectively, the McKee Crude System, Three Rivers Crude System and the Wynnewood Interests.

“Valero” means Valero Energy Corporation, a Delaware corporation.

“Valero Operating” has the meaning set forth in the preamble.

“Valero Wynnewood” has the meaning set forth in the recitals.

“Valero Wynnewood Financial Statements” has the meaning set forth in Section 4.9.

“VMSC” means Valero Marketing and Supply Company, a Delaware corporation.

“VPNT” has the meaning set forth in the preamble.

“VPST” has the meaning set forth in the preamble.

“VTDC’s Tax Obligation” has the meaning set forth in Section 2.5(c).

“Wynnewood Products System” means, collectively, the assets owned by Valero Wynnewood immediately prior to the Effective Time, including those set forth in Exhibit K and those reflected in the Valero Wynnewood Financial Statements.

“Wynnewood Interests” has the meaning set forth in the recitals.

“Wynnewood Services Schedules” has the meaning set forth in Section 3.2(d).

ARTICLE II

TRANSFER OF ASSETS AND AGGREGATE CONSIDERATION

2.1 Sale of Assets and Interests. Subject to all of the terms and conditions of this Agreement:

(a) Subject to the terms of the Conveyance Documents with respect to the McKee Crude System, VTDC, VPC and Shamrock hereby sell, assign, transfer and convey collectively to VPNT, and VPNT hereby purchases and acquires collectively from VTDC, VPC and Shamrock, the McKee Crude System, free and clear of all Encumbrances, other than Permitted Encumbrances.

(b) Subject to the terms of the Conveyance Documents with respect to the Three Rivers Crude System, VTDC hereby sells, assigns, transfers and conveys to VPST, and VPST hereby purchases and acquires from VTDC, the Three Rivers Crude System, free and clear of all Encumbrances, other than Permitted Encumbrances.

(c) Subject to the terms of the Assignment Document, VTDC hereby sells, assigns, transfers and conveys to Valero Operating, and Valero Operating hereby purchases and acquires from VTDC, the Wynnewood Interests, free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws.

2.2 Excluded Assets. The Transferred Assets shall not include, and each Seller reserves and retains all right, title and interest in and to, the Excluded Assets.

2.3 Consideration.

(a) The aggregate consideration to be paid by the Buyers for the Transferred Assets shall be $154,000,000 (the “Purchase Price”).

(b) The Purchase Price shall be paid at the Closing by wire transfer(s) of immediately available funds to the account(s) specified by the Sellers.

2.4 Liabilities and Payments.

(a) Except as provided in the Conveyance Documents and in Section 2.4(b), each Buyer shall pay, discharge and perform as and when due, all liabilities or obligations that accrue, are caused by, arise out of, are associated with, are in respect of or are incurred, in each case, at any time prior to, on and after the Effective Time, in connection with the ownership or operation of the Systems (other than the Wynnewood Products System) acquired by such Buyer or other activities occurring in connection with and attributable to the ownership or operation of the Systems (other than the Wynnewood Products System) acquired by such Buyer at any time prior to, on or after after the Effective Time (collectively, the “Assumed Liabilities”); provided, however, that the foregoing provisions of this Section 2.4(a) shall not operate or be construed as a waiver or limitation of the Buyers’ rights to indemnification by Valero with respect to the environmental matters set forth in Section 2.1(a) of the Restated Omnibus Agreement, the right-of-way matters set forth in Section 2.2 of the Restated Omnibus Agreement and the other matters set forth in Section 2.3(a) of the Restated Omnibus Agreement.

(b) Set forth in Schedule 2.4(b) are certain costs and expenses associated with the McKee Crude System that VTDC has agreed to be responsible for, even if incurred after Closing. Such costs and expenses shall not constitute Assumed Liabilities.

(c) Unless otherwise provided in this Agreement, if after the Closing either Party receives revenue or payments properly belonging to the other Party pursuant to the terms of this Agreement, or pays amounts properly the obligation of the other Party pursuant to the terms of this Agreement, the Party receiving such revenue or payment or paying such amounts shall promptly notify the other Party and the Parties shall arrange to pay or reimburse the other Party, as applicable, as soon as reasonably practicable.

2.5 Proration of Certain Taxes.

(a) On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than 120 calendar days thereafter, the real and personal property taxes with respect to the Systems shall be prorated between the Buyers, on the one hand, and the Sellers, on the other hand, effective as of the Effective Time, with the Sellers being responsible for amounts related to the period prior to but excluding the Effective Time and the Buyers being responsible for amounts related to the period at and after the Effective Time. If the final property tax rate or final assessed value for the current tax year is not established by the Closing Date, the prorations shall be made on the basis of the rate or assessed value in effect for the preceding tax year and shall be adjusted when the exact amounts are determined. All such prorations shall be based upon the most recent available assessed value available prior to the Closing Date.

(b) With respect to any tax return covering a taxable period ending on or before the Closing Date that is required to be filed after the Closing Date with respect to Valero Wynnewood that is not described in Section 2.5(a), VTDC shall cause such tax return to be prepared, shall cause to be included in such tax return all tax items required to be included therein, shall furnish a copy of such tax return to Valero Operating, shall cause such tax return to be filed timely with the appropriate taxing authority, and shall be responsible for the timely payment (and entitled to any refund) of all taxes due with respect to the period covered by such tax return.

(c) With respect to any tax return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to Valero Wynnewood, Valero Operating shall cause such tax return to be prepared, shall cause to be included in such tax return all tax items required to be included therein, shall furnish a copy of such tax return to VTDC, shall file timely such tax return with the appropriate taxing authority, and shall be responsible for the timely payment of all taxes due with respect to the period covered by such tax return. Valero Operating shall determine, the amount of tax due that is not described in Section 2.5(a) with respect to the portion of the period ending on the Closing Date based on a closing of the books method (“VTDC’s Tax Obligation”) and shall notify VTDC of its determination of VTDC’s Tax Obligation. VTDC shall pay to Valero Operating an amount equal to VTDC’s Tax Obligation not later than five (5) days after the filing of such tax return. Any refund attributable to tax returns filed pursuant to this Section 2.5(c) shall be apportioned between Valero Operating and VTDC in a manner consistent with calculation of VTDC’s Tax Obligation.

(d) If the Buyers, on the one hand, or the Sellers, on the other hand, pay any tax agreed to be borne by another Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If any Party receives any tax refund or credit applicable to a tax paid by another Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

2.6 Other Prorations and Payments.

(a) On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than 120 calendar days thereafter, Valero Operating shall pay to VTDC (or net from the Purchase Price delivered at the Closing) an amount equal to the amount by which the current assets of Valero Wynnewood on the Closing Date exceed the current liabilities of Valero Wynnewood on the Closing Date, in each case as calculated in accordance with GAAP and consistent with past practice and to the extent not duplicative of Section 2.6(b). If any such amount is not known at Closing, then such amount shall be made based on VTDC’s good faith estimate, with a true-up payment to be made from VTDC to Valero Operating, or vice-versa, as promptly as practicable after exact amounts are determined.

(b) On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than 60 calendar days thereafter, the following items shall be prorated between the Buyers, on the one hand, and the Sellers, on the other hand, effective as of the Effective Time, with the Sellers being responsible for amounts that relate to the period prior to but excluding the Effective Time, and the Buyers being responsible for amounts that relate to the

period at and after the Effective Time: (i) rents and other amounts payable under any Contracts being assigned to Buyers or their Affiliates by Sellers pursuant hereto or pursuant to any Contracts to which Valero Wynnewood is a party or is bound, (ii) fees and charges paid or payable to any Governmental Authority exclusively with respect to any System (including under any Permits assigned to the Buyers hereunder), and (iii) charges for water, sewer, telephone, electricity, natural gas and other utilities serving any System. If any such amounts are not known at Closing, then such proration shall be made based on the applicable Seller’s good faith estimate, with a true-up payment to be made from the applicable Seller to the applicable Buyer, or vice-versa, as promptly as practicable after exact amounts are determined.

ARTICLE III

CLOSING

3.1 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place simultaneously with the execution of this Agreement. The date of the Closing is referred to herein as the “Closing Date” and the Closing is deemed to be effective as of 12:01 a.m., San Antonio, Texas time, on the Closing Date (the “Effective Time”).

3.2 Deliveries by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Buyers the following:

(a) Counterparts of the Amended and Restated Omnibus Agreement substantially in the form attached hereto as Exhibit C (the “Restated Omnibus Agreement”), duly executed by Valero and each applicable subsidiary of Valero (excluding the General Partner and the Partnership and its subsidiaries, including the Buyers);

(b) a counterpart of the Transportation Services Schedule (McKee Crude System) substantially in the form attached hereto as Exhibit D (the “McKee Services Schedule”), duly executed by VMSC;

(c) a counterpart of the Transportation Services Schedule (Three Rivers Crude System) substantially in the form attached hereto as Exhibit E (the “Three Rivers Services Schedule”), duly executed by VMSC;

(d) counterparts of the Transportation Services Schedule (Wynnewood Products System) substantially in the form attached hereto as Exhibit F-1 and the Terminaling Services Schedule (Wynnewood Products System) substantially in the form attached hereto as Exhibit F-2 (collectively, the “Wynnewood Services Schedules”), duly executed by VMSC;

(e) counterparts of the connection agreements, substantially in the forms attached hereto as Exhibit G (the “Connection Agreements”), duly executed by the Sellers or the Affiliates of the Sellers that are parties thereto;

(f) counterparts of the documents and instruments necessary and appropriate to convey the Systems (other than the Wynnewood Products System) to the Buyers, including any bills of sale and Contract assignments substantially in the forms attached hereto as Exhibit H (the “Conveyance Documents”), duly executed by the Sellers or the Affiliates of the Sellers that are parties thereto;

(g) a counterpart of the Assignment of Membership Interests, substantially in the form attached hereto as Exhibit I (the “Assignment Document”), duly executed by VTDC;

(h) counterparts of the Amendment Number One to Services and Secondment Agreement substantially in the form attached hereto as Exhibit J (the “Services and Secondment Amendment”), duly executed by Valero Services, Inc. and Valero Refining Company-Tennessee, L.L.C.;

(i) an executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that such Seller is not a foreign person within the meaning of the Internal Revenue Code and the Treasury Regulations promulgated thereunder; and

(j) evidence in form and substance reasonably satisfactory to the Buyers of the release and termination of all Encumbrances on the Transferred Assets, other than Permitted Encumbrances and transfer restrictions under applicable federal and state securities laws.

3.3 Deliveries by the Buyers. At the Closing, the Buyers shall deliver, or cause to be delivered, to the Sellers the following:

(a) the Purchase Price as provided in Section 2.3(b);

(b) payment for any deposits or similar amounts associated with the Systems, to the extent the Sellers’ interests therein are expressly transferred, directly or indirectly, to the Buyers pursuant to any of the Conveyance Documents or the Assignment Document;

(c) counterparts of the Restated Omnibus Agreement, duly executed by the General Partner, the Partnership and its applicable subsidiaries, including the Buyers;

(d) a counterpart of the McKee Services Schedule, duly executed by Valero Operating;

(e) a counterpart of the Three Rivers Services Schedule, duly executed by Valero Operating;

(f) counterparts of the Wynnewood Services Schedules, duly executed by Valero Operating;

(g) counterparts of the Connection Agreements, each duly executed by the applicable Buyer;

(h) counterparts of the Services and Secondment Amendment, duly executed by the General Partner;

(i) counterparts of the Conveyance Documents, each duly executed by the applicable Buyer; and

(j) a counterpart of the Assignment Document, duly executed by Valero Operating.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller hereby represents and warrants, jointly and severally, to the Buyers that, as of the date of this Agreement:

4.1 Organization; Ownership; Preemptive Rights.

(a) Each of Shamrock and VTDC is a corporation duly incorporated and validly existing, under the Applicable Laws of the State of Delaware. Each of Shamrock and VTDC has full corporate power and authority to carry on its business and to own and use the Systems (other than the Wynnewood Products System) owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to such entity or the Systems owned directly, or indirectly, by such entity.

(b) VPC is a limited liability company duly formed and validly existing, under the Applicable Laws of the State of Texas. VPC has full limited liability company power and authority to carry on its business and to own and use the portions of the McKee Crude System owned and used by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to VPC or the McKee Crude System.

(c) Valero Wynnewood is a limited liability company duly formed and validly existing, under the Applicable Laws of the State of Delaware. Valero Wynnewood has full limited liability company power and authority to carry on its business and to own and use the Wynnewood Products System and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to Valero Wynnewood or the Wynnewood Products System. Valero Wynnewood does not own or hold an ownership interest in any other entities. The Sellers have heretofore delivered to the Buyers true, complete and correct copies of the certificate of formation and limited liability company agreement of Valero Wynnewood, and no breach or violation thereof has occurred and is continuing.

(d) The Wynnewood Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Valero Wynnewood, and are fully paid (to the extent required under the limited liability company of Valero Wynnewood) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). VTDC owns the Wynnewood Interests free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws. There is no other membership or equity interest (or any interest convertible into or exchangeable or exercisable for any membership or equity interest) in Valero Wynnewood that is outstanding.

(e) No Person (other than the Partnership and its subsidiaries) has any statutory or contractual preemptive or other right of any kind (including any right of first offer or refusal) to acquire any securities of Valero Wynnewood.

4.2 Authorization. Each Seller has full corporate or limited liability company power and authority, as the case may be, to execute, deliver, and perform this Agreement and any Seller Ancillary Documents to which it is a party. The execution, delivery, and performance by each Seller of this Agreement and the Seller Ancillary Documents to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or limited liability action, as the case may be. This Agreement has been duly executed and delivered by each Seller and constitutes, and each Seller Ancillary Document executed or to be executed by each Seller party thereto has been, or when executed will be, duly executed and delivered by each Seller party thereto and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of each Seller party thereto, enforceable against each Seller party thereto in accordance with their terms, except to the extent that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws affecting creditors’ rights and remedies generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

4.3 No Conflicts or Violations; No Consents or Approvals Required. Except with respect to Right-of-Way Consents, the execution, delivery and performance by each Seller of this Agreement and the Seller Ancillary Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provision of the certificates of incorporation or bylaws or similar governing documents of the Sellers or Valero Wynnewood, (b) violate in any material respect any Applicable Law to which any Seller or Valero Wynnewood is subject or to which any System is subject or (c) result in a breach of, constitute a default under, result in the acceleration of, result in the loss of a material benefit under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under (in each case, with or without notice or lapse of time or both) any Contract to which any Seller or Valero Wynnewood is a party or by which any Seller is bound that relates to the Transferred Assets or by which Valero Wynnewood is bound, or that could prevent or materially delay the consummation of the transactions contemplated by this Agreement. Except with respect to Right-of-Way Consents and Environmental Permits, no Consent of any Governmental Authority or third party is required in connection with the execution, delivery and performance by the Sellers of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

4.4 Absence of Litigation; Compliance with Law. Except with respect to any Claims under any Environmental Laws which are addressed exclusively in Section 4.11, there is no Claim pending or, to the knowledge of the Sellers, threatened against any of the Sellers, Valero Wynnewood or any of their Affiliates or relating to the Systems which, if adversely determined, would, individually or in the aggregate, have a Material Adverse Effect with respect to the Systems or Valero Wynnewood. To the knowledge of the Sellers, the operations and business of each of the Systems have been conducted by the Sellers or Valero Wynnewood (as applicable) in substantial compliance with all Applicable Laws except (i) as would not, individually or in the

aggregate, have a Material Adverse Effect with respect to any of the Systems or Valero Wynnewood and (ii) with respect to Environmental Laws, which are addressed exclusively in Section 4.11.

4.5 Bankruptcy. There are no bankruptcy, reorganization or rearrangement proceedings under any bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws with respect to creditors pending against, being contemplated by, or, to the knowledge of the Sellers, threatened, against the Sellers or Valero Wynnewood.

4.6 Brokers and Finders. No investment banker, broker, finder, financial advisor or other intermediary has been (directly or indirectly) retained by or is authorized to act on behalf of any of the Sellers or their Affiliates who is entitled to receive from the Buyers any fee or commission in connection with the transactions contemplated by this Agreement.

4.7 Tax Matters.

(a) Except as would not result in a Material Adverse Effect with respect to any of the Systems, (i) all tax returns required to be filed by or with respect to Valero Wynnewood and Valero Wynnewood’s assets and operations have been duly filed on a timely basis (taking into account all extensions of due dates) and such tax returns are true, correct and complete; (ii) all taxes owned by Valero Wynnewood or with respect to Valero Wynnewood’s assets and operations which are or have become due have been timely paid in full; (iii) there are no Encumbrances for taxes on any of the assets of Valero Wynnewood, other than those not yet due and payable and which will, if payable, be paid by Sellers; (iv) there is not in force any extension of time with respect to the due date for the filing of any tax return of or with respect to Valero Wynnewood nor is there any outstanding agreement or waiver by or with respect to Valero Wynnewood extending the period for assessment or collection of any tax; and (v) there is no pending or, to the knowledge of the Sellers, threatened action, audit, required for ruling, proceeding or investigation for assessment or collection of tax and no tax assessment, deficiency or adjustment has been asserted or proposed in writing with respect to Valero Wynnewood that has not been resolved.

(b) Valero Wynnewood is not a party to any tax allocation or tax sharing agreement that will be binding on Valero Wynnewood after Closing.

(c) Immediately prior to Closing, Valero Wynnewood will be a partnership or a disregarded entity for federal income tax purposes.

4.8 Title to and Condition of Assets.

(a) The Sellers have, and will convey (directly or indirectly) to the Buyers at Closing, good and valid title to the assets comprising the Systems free and clear of all Encumbrances other than Permitted Encumbrances. The assets comprising the Systems, when considered together with the services provided by Valero and its Affiliates pursuant to the Restated Omnibus Agreement and the Services and Secondment Agreement, are sufficient to conduct the operations and business historically conducted by Valero and its Affiliates using the Systems.

(b) Except as would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Systems, to the knowledge of the Sellers, the assets comprising the Systems are, in the aggregate, in good operating condition and repair (normal wear and tear excepted), free from any material defects (other than Permitted Encumbrances) and suitable for the purposes for which they are currently used.

4.9 Valero Wynnewood Financial Matters.

(a) The Sellers have made available to the Buyers true, complete and correct copies of the unaudited annual balance sheet of Valero Wynnewood as of December 31, 2013, and the related unaudited statement of income for the year then ended, and the unaudited balance sheet of Valero Wynnewood for the three-month period ended March 31, 2014 and the related unaudited statement of income for the period then ended (collectively, the “Valero Wynnewood Financial Statements”). Except as noted in the Valero Wynnewood Financial Statements (including any notes thereto), the Valero Wynnewood Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of Valero Wynnewood as of such dates and the results of operations of Valero Wynnewood for such periods (other than for changes in accounting principles disclosed therein and, with respect to the unaudited financial statements, for normal and recurring year-end adjustments and the absence of general and administrative expense allocations and financial footnotes).

(b) There are no liabilities or obligations of Valero Wynnewood (whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Valero Wynnewood Financial Statements, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since March 31, 2014, (iii) liabilities or obligations arising under executory Contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement and (vi) other liabilities or obligations which, in the aggregate, would not have a Material Adverse Effect with respect to Valero Wynnewood.

4.10 No Adverse Changes. Since December 31, 2013, except as disclosed in Valero’s public filings with the Securities and Exchange Commission, there has not been any Material Adverse Effect with respect to Valero Wynnewood.

4.11 Environmental Matters. Except as do not (individually or in the aggregate) have a Material Adverse Effect, the Systems and Valero Wynnewood (a) are in substantial compliance with all applicable Environmental Laws and Environmental Permits, (b) are not the subject of any outstanding administrative or judicial order, judgment, agreement or arbitration award from any Governmental Authority under any Environmental Law relating to the Systems and requiring remediation or the payment of a fine or penalty, (c) have all Environmental Permits needed to operate the Systems as they have been operated immediately prior to Closing and (d) are not subject to any pending Claims under any Environmental Laws with respect to which any of the Sellers have been notified in writing by or on behalf of a plaintiff or claimant.

4.12 Contracts.

(a) The Sellers have made available to the Buyers a correct and complete copy of (i) each Contract (other than any Contract granting any Permits, servitudes, easements or rights-of-way) materially affecting the ownership or operation of the Systems, the loss of which could have a Material Adverse Effect with respect to the Systems and (ii) each other Contract to which a Seller or Valero Wynnewood is a party that provides for revenues to or commitments of Valero Wynnewood or with respect to a System, in an amount greater than $100,000 during a calendar year. The contracts described in clauses (i) and (ii) are referred to herein as the “Material Contracts”.

(b) Each Material Contract is in full force and effect, and none of the Sellers, Valero Wynnewood or, to the knowledge of the Sellers, any other party, is in breach or default thereunder and no event has occurred that upon receipt of notice or lapse of time or both would constitute any breach or default thereunder, except for such breaches or defaults as would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Systems.

4.13 Employees. Valero Wynnewood has no employees.

4.14 Investment Company Act. None of the Sellers or Valero Wynnewood is, nor immediately after the Closing will be, subject to regulation under the Investment Company Act of 1940, as amended.

4.15 Conflicts Committee Matters.

(a) No Seller has intentionally withheld disclosure from the Conflicts Committee or its advisors of any fact that would, individually or in the aggregate, have a Material Adverse Effect with respect to the Systems.

(b) The projections and budgets provided in writing to the Conflicts Committee (including those provided to any financial advisor to the Conflicts Committee) as part of the Conflicts Committee’s review in connection with this Agreement have a reasonable basis and are consistent with the Sellers’ management’s current expectations with respect to the Systems. All other financial and operational information provided in writing to the Conflicts Committee (including to any financial advisor to the Conflicts Committee) as part of its review of the proposed transaction is derived from and is consistent with the Sellers’ and Valero Wynnewood’s books and records, as applicable.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE BUYERS

Each Buyer hereby represents and warrants, jointly and severally, to the Sellers that, as of the date of this Agreement:

5.1 Organization. Each Buyer is a limited liability company, duly formed and validly existing and in good standing under the Applicable Laws of the State of Delaware.

5.2 Authorization. Each Buyer has full limited liability company power and authority to execute, deliver, and perform this Agreement and any Buyer Ancillary Documents to which it is a party. The execution, delivery, and performance by each Buyer of this Agreement and the Buyer Ancillary Documents to which it is a party and the consummation by each Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action. This Agreement has been duly executed and delivered by each Buyer and constitutes, and each Buyer Ancillary Document executed or to be executed by each Buyer party thereto has been, or when executed will be, duly executed and delivered by each Buyer party thereto and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of each Buyer party thereto, enforceable against each Buyer party thereto in accordance with their terms, except to the extent that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws affecting creditors’ rights and remedies generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

5.3 No Conflicts or Violations; No Consents or Approvals Required. The execution, delivery and performance by each Buyer of this Agreement and the Buyer Ancillary Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provision of the certificates of formation or limited liability company agreements of the Buyers, (b) violate in any material respect any Applicable Law to which either Buyer is subject or (c) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract to which a Buyer is a party or by which a Buyer is bound that could prevent or materially delay the consummation of the transactions contemplated by this Agreement. Except with respect to Right-of-Way Consents and Environmental Permits, no Consent of any Governmental Authority is required in connection with the execution, delivery and performance by the Buyers of this Agreement and the Buyer Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

5.4 Absence of Litigation. There is no Claim pending or, to the knowledge of the Buyers, threatened against any of the Buyers or their Affiliates relating to the transactions contemplated by this Agreement or the Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of either Buyer to perform its obligations and agreements under this Agreement or the Buyer Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.

5.5 Brokers and Finders. No investment banker, broker, finder, financial advisor or other intermediary has been (directly or indirectly) retained by or is authorized to act on behalf of any of the Buyers or their Affiliates who is entitled to receive from the Sellers any fee or commission in connection with the transactions contemplated by this Agreement.

5.6 Opportunity for Independent Investigation. Each Buyer, together with its Affiliates, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated herein and in the Ancillary Documents. Each Buyer has conducted its own independent review and analysis of the

Transferred Assets, including with respect to the liabilities, results of operations, financial condition and prospects of the Systems and acknowledges that such Buyer has been provided access to personnel, properties, premises and records of the Sellers and Valero Wynnewood for such purpose. In entering into this Agreement, each Buyer has relied solely upon the representations, warranties and covenants contained herein and in the Ancillary Documents and upon its own investigation and analysis of the Transferred Assets (such investigation and analysis having been performed by the Buyer).

5.7 Acquisition as Investment. Valero Operating is acquiring the Wynnewood Interests for its own account as an investment without the present intent to sell or offer the same to any other Person or effect a distribution of the Wynnewood Interests. Valero Operating acknowledges that the Wynnewood Interests are not registered pursuant to the Securities Act of 1933, as amended, or any state securities laws, and that none of the Wynnewood Interests may be transferred except pursuant to registration or an applicable exemption thereunder. Valero Operating is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act of 1933, as amended.

ARTICLE VI

COVENANTS

6.1 Additional Agreements. Subject to the terms and conditions of this Agreement, the Ancillary Documents and the Restated Omnibus Agreement, each of the Parties shall use its commercially reasonable efforts to do, or cause to be taken all action and to do, or cause to be done, all things necessary, proper or advisable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the Parties and their duly authorized representatives shall use commercially reasonable efforts to promptly take all such action.

6.2 Further Assurances. After the Closing, each Party shall use its commercially reasonable efforts to take such further actions, including obtaining or transferring to the other Party all necessary Permits, Consents, orders and Contracts, and executing and causing its Affiliates to execute such further documents, as may be necessary or reasonably requested by another Party in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Party with the intended benefits of this Agreement and the Ancillary Documents. Without limiting the generality of the foregoing, the Parties acknowledge that the Parties have used their good faith efforts to identify all of the assets being sold to the Buyers in connection with this Agreement. However, due to the age of some of the assets and the difficulties in locating appropriate data with respect to some of the assets, it is possible that assets intended to be sold ultimately to the Buyers were not identified and therefore are not transferred (directly or indirectly) to the Buyers as of the Effective Time. To the extent that any assets were not identified but form an integral part of the Systems and are not needed for the conduct of any of the businesses conducted by Valero and its Affiliates, then the intent of the Parties is that all such unidentified assets are intended to be conveyed to the Buyers pursuant to this Agreement. To the extent any such assets are identified at a later date, the Parties shall take all appropriate action required in order to convey such assets to the appropriate Buyer. Likewise, to the extent that any assets that are conveyed to the Buyers hereunder are later identified by the Parties as assets that the Parties did not intend to convey to the Buyers, the Parties shall take all appropriate action required to convey such assets to the appropriate Seller.

6.3 Cooperation on Tax Matters. Following the Closing Date, the Parties shall cooperate fully with each other and shall make available to the other, as reasonably requested and at the expense of the requesting Party, and to any Governmental Authority responsible for the administration of any tax, all information, records or documents relating to tax liabilities or potential tax liabilities of the Sellers and Valero Wynnewood for all periods at or prior to the Effective Time and any information which may be relevant to determining the amount payable hereunder, and shall preserve all such information, records and documents at least until the expiration of any applicable statute of limitations or extensions thereof.

6.4 Cooperation for Litigation and Other Actions. Each Party shall cooperate reasonably with each other Party, at the requesting Party’s expense (but including only out-of-pocket expenses to unaffiliated third parties, photocopying and delivery costs and not the costs incurred by any Party for the wages or other benefits paid to its officers, directors or employees), in furnishing reasonably available information, testimony and other assistance in connection with any Claims or other disputes involving any of the Parties hereto (other than in connection with disputes between the Parties).

6.5 Retention of and Access to Books and Records.

(a) As promptly as practicable and in any event before 90 days after the Closing Date, the Sellers will deliver or cause to be delivered to the Buyers, the Books and Records that are in the possession or control of the Sellers or their Affiliates.

(b) The Buyers agree to afford the Sellers and their Affiliates and their respective accountants, counsel and other designated individuals, during normal business hours, upon reasonable request, at a mutually agreeable time, full access to and the right to make copies of the Books and Records at no cost to the Sellers or their Affiliates (other than for reasonable out-of-pocket expenses); provided that such access will not be construed to require the disclosure of Books and Records that would cause the waiver of any attorney-client, work product or like privilege; provided, further, that in the event of any litigation, nothing herein shall limit any Party’s rights of discovery under Applicable Law. Without limiting the generality of the preceding sentences, the Buyers agree to provide the Sellers and their Affiliates reasonable access to and the right to make copies of the Books and Records after the Closing for the purposes of assisting the Sellers and their Affiliates (i) in complying with the Sellers’ obligations under this Agreement and any Ancillary Document, (ii) in adjusting, prorating and settling the charges and credits provided for under this Agreement and any Ancillary Document, (iii) in preparing tax returns, (iv) in responding to or disputing any tax audit, (v) in asserting, defending or otherwise dealing with any Claim or dispute, known or unknown, under this Agreement or with respect to Excluded Assets, (vi) in asserting, defending or otherwise dealing with any third-party Claim or dispute by or against the Sellers or their Affiliates relating to the Transferred Assets or the Wynnewood Products System, (vii) in owning or operating the Excluded Assets or (viii) in performing their obligations under the Restated Omnibus Agreement.

(c) Notwithstanding the foregoing provisions of this Section or anything else to the contrary in this Agreement, with respect to any Books and Records the transfer or other disclosure of which to Buyers would waive (or would reasonably risk the waiver of) any attorney/client, work product, tax practitioner, audit or other privilege relating to the Retained Liabilities, neither Seller shall be required to transfer such Books and Records (or any copies thereof) to either Buyer until the appropriate Parties enter into a mutually-agreed joint defense agreement to allow for the sharing of common defense privileged materials.

ARTICLE VII

INDEMNIFICATION

7.1 Indemnification. From and after the Closing and subject to the provisions of this Article VII, (i) the Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Buyer Indemnified Costs and (ii) the Buyers, jointly and severally, agree to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Seller Indemnified Costs. For the avoidance of doubt, but subject to Section 7.5, the foregoing indemnification is intended to be in addition to and not in limitation of any indemnification to which the Parties may be entitled under the Ancillary Documents. For purposes of calculating Indemnified Costs (but not determining whether a breach has occurred), no effect shall be given to any qualifications of representations or warranties as to materiality or Material Adverse Effect.

7.2 Defense of Third-Party Claims. An Indemnified Party shall give prompt written notice to the Sellers or the Buyers, as applicable (the “Indemnifying Party”), of the commencement or assertion of any Claim by a third party (collectively, a “third-party action”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article VII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

(a) The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third-party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in writing by any the Indemnifying Party in connection with the defense of such third-party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third-party action, (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of interest that could violate applicable standards of professional conduct to have common counsel);

(b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such third-party action or any liability in respect thereof if,

pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a Material Adverse Effect with respect to the Indemnified Party;

(c) The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and

(d) The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time or (ii) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party.

The Parties shall extend reasonable cooperation in connection with the defense of any third-party action pursuant to this Article VII and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

7.3 Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 7.4(a), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

7.4 Limitations. The following provisions of this Section 7.4 shall limit the indemnification obligations hereunder:

(a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VII unless a written claim for indemnification in accordance with Section 7.2 or Section 7.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., San Antonio, Texas time, on or prior to the date that is 18 months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Sections 4.1, 4.2, 4.6, 5.1, 5.2 and 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time prior to the expiration of such covenant according to its terms.

(b) An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article VII until the amount of all such Indemnified Costs exceeds, in the aggregate, $1,155,000 (with the Indemnifying Party only being responsible for Indemnified Costs in excess of such amount). The aggregate liability of an Indemnifying Party under this Article VII shall not exceed $23,100,000. The limitations in the previous two sentences shall not apply to Indemnified Costs to the extent such costs arise out of a breach of any Fundamental Representations.

(c) Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyers’ and the other Buyer Indemnified Parties’ and the Sellers’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article VII.

7.5 Remedies Under Ancillary Documents. Each Party acknowledges and agrees that this Article VII is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of the Sellers to the Buyer Indemnified Parties, on the one hand, or the Buyers to the Seller Indemnified Parties, on the other hand, pursuant to this Article VII shall be reduced by an amount equal to any indemnification recovery by such Indemnified Parties pursuant to the other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of the same event or circumstance giving rise to the indemnification obligation of the Sellers or the Buyers, respectively, hereunder.

7.6 Tax Related Adjustments. The Sellers and the Buyers agree that any payment of Indemnified Costs made hereunder will be treated by the Parties on their tax returns as an adjustment to the Purchase Price.

7.7 Express Negligence Rule. THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES.

ARTICLE VIII

MISCELLANEOUS

8.1 WAIVERS AND DISCLAIMERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND THE RESTATED OMNIBUS AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR

GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE TRANSFERRED ASSETS OR THE WYNNEWOOD PRODUCTS SYSTEM, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE SYSTEMS GENERALLY, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE SYSTEMS, (B) THE INCOME TO BE DERIVED FROM THE TRANSFERRED ASSETS, (C) THE SUITABILITY OF THE SYSTEMS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (D) THE COMPLIANCE OF OR BY THE SYSTEMS OR THEIR OPERATION WITH ANY APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SYSTEMS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND EXPRESS COVENANTS AND AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND THE RESTATED OMNIBUS AGREEMENT, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION 8.1. THIS SECTION 8.1 SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 8.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT.

8.2 Expenses. Except as expressly provided in this Agreement, or as provided in the Ancillary Documents or the Restated Omnibus Agreement, all costs and expenses incurred by the Parties in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the Party which has incurred such expense. For the avoidance of doubt, the Buyers shall be responsible for all costs and expenses (including attorneys’ fees and expenses) incurred by the conflicts committee of the General Partner in connection with this Agreement and the transactions contemplated herein.

8.3 Notices. All notices, requests, demands and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by transmission by facsimile or hand delivery, when delivered; (b) if mailed via the official governmental mail system, five Business Days after mailing, provided that said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) if mailed by an internationally recognized overnight express mail service such as FedEx, UPS, or DHL Worldwide when delivery is confirmed by the carrier; or (d) if by e-mail, one Business day after delivery with receipt is confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

if to the Sellers:

The Shamrock Pipe Line Corporation,

Valero Plains Company LLC and

Valero Terminaling and Distribution Company

c/o Valero Energy Corporation

One Valero Way

San Antonio, Texas 78249

Attn: President

Facsimile: (210) 345-2413

if to the Buyers:

Valero Partners North Texas, LLC,

Valero Partners South Texas, LLC and

Valero Partners Operating Co. LLC

c/o Valero Energy Partners GP LLC

One Valero Way

San Antonio, Texas 78249

Attn: President

Facsimile: (210) 370-5161

or to such other address or to such other person as either Party will have last designated by notice to the other Party.

8.4 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

8.5 Governing Law. This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

8.6 Confidentiality.

(a) Obligations. Each Party shall use commercially reasonable efforts to retain the other Party’s Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 8.6. Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

(b) Required Disclosure. Notwithstanding Section 8.6(a) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(c) Return of Information. Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department for purposes of resolving any dispute that may arise hereunder or for complying with Applicable Law or the rules of any securities exchange applicable to the Party, and the receiving Party shall be entitled to retain any Confidential Information in electronic form stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided, however, that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 8.6, and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

(d) Receiving Party Personnel. The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys, representatives and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement and any Ancillary Document (the “Receiving Party Personnel”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provision of this Agreement, and will be required to abide by the terms thereof.

(e) Survival. The obligation of confidentiality under this Section 8.6 shall survive until the second anniversary the Closing Date.

8.7 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person (other than the Indemnified Parties with respect to Article VII and the Parties’ respective Affiliates with respect to Section 8.1) any rights or remedies of any nature whatsoever under or by reason of this Agreement.

8.8 Assignment of Agreement. Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any Party without the prior written consent of the other Party hereto.

8.9 Captions. The captions in this Agreement are for purposes of reference only and shall not limit or otherwise affect the interpretation hereof.

8.10 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.

8.11 Integration. This Agreement, the Ancillary Documents and the Restated Omnibus Agreement supersede any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement, the Ancillary Documents and the Restated Omnibus Agreement contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement, the Ancillary Documents or the Restated Omnibus Agreement unless it is contained in a written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement, the Ancillary Documents or the Restated Omnibus Agreement.

8.12 Amendment; Waiver. This Agreement may be amended only in a writing signed by all Parties. Any waiver of rights hereunder must be set forth in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive any Party’s rights at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

ARTICLE IX

INTERPRETATION

9.1 Interpretation. It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision hereof or who supplied the form of Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transaction that this Agreement contemplates. In construing this Agreement:

(a) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(b) the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions;

(c) a defined term has its defined meaning throughout this Agreement and each Exhibit to this Agreement, regardless of whether it appears before or after the place where it is defined;

(d) each Exhibit to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit, the provisions of the main body of this Agreement shall prevail;

(e) the term “cost” includes expense and the term “expense” includes cost;

(f) the headings and titles herein are for convenience only and shall have no significance in the interpretation hereof;

(g) currency amounts referenced herein, unless otherwise specified, are in U.S. Dollars;

(h) unless the context otherwise requires, all references to time shall mean time in San Antonio, Texas;

(i) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified; and

(j) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb).

9.2 References, Gender, Number. All references in this Agreement to an “Article,” “Section,” “subsection” or “Exhibit” shall be to an Article, Section, subsection or Exhibit of this Agreement, unless the context requires otherwise. Unless the context clearly requires otherwise, the words “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby,” or words of similar import shall refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof. Cross references in this Agreement to a subsection or a clause within a Section may be made by reference to the number or other subdivision reference of such subsection or clause preceded by the word “Section.” Whenever the context requires, the words used herein shall include the masculine, feminine and neuter gender, and the singular and the plural.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.


BUYERS:

VALERO PARTNERS NORTH TEXAS, LLC		VALERO PARTNERS SOUTH TEXAS, LLC

By:	/s/ Richard F. Lashway	By:	/s/ Richard F. Lashway
Name:	Richard F. Lashway	Name:	Richard F. Lashway
Title:	President and Chief Operating Officer	Title:	President and Chief Operating Officer

VALERO PARTNERS OPERATING CO. LLC

By:	/s/ Richard F. Lashway
Name:	Richard F. Lashway
Title:	President and Chief Operating Officer

SELLERS:

THE SHAMROCK PIPE LINE CORPORATION		VALERO PLAINS COMPANY LLC

By:	/s/ Joseph W. Gorder	By:	/s/ Joseph W. Gorder
Name:	Joseph W. Gorder	Name:	Joseph W. Gorder
Title:	Chief Executive Officer and President	Title:	Chief Executive Officer and President

VALERO TERMINALING AND DISTRIBUTION COMPANY

By:	/s/ Joseph W. Gorder
Name:	Joseph W. Gorder
Title:	Chief Executive Officer and President

[Signature Page to Purchase and Sale Agreement]

SCHEDULE 2.4(b)

Certain Costs and Expenses for Which VTDC is Responsible

VTDC agrees to bear or reimburse VPNT for all reasonable out-of-pocket costs and expenses incurred in connection with the in-line inspections of the Turpin to Gruver 6” Pipeline scheduled to be performed during 2014. In addition, to the extent such inspections identify any repairs or other corrective actions that are necessary in order to cause the pipeline to comply with any applicable laws or industry standards, VTDC shall bear or reimburse VPNT for its reasonable out-of-pocket costs and expenses of such repairs or other corrective actions. VPNT shall use diligent efforts to cause the inspections to be completed by September 1, 2014 and any required repairs or corrective actions to be completed within 12 months after receipt of the final inspection report, in each case subject to delays occasioned by matters outside of VPNT’s control.

Schedule 2.4(b) – Page1

EXHIBIT A

McKee Crude System

1.	Truck Hauls, Offices and Pump Stations

All of the Sellers’ right, title and interest in and to the following crude unloading facilities (also known as truck hauls), terminals, offices and valve and meter sites (collectively, the “Stations”), together with (i) all lease automatic custody transfer (LACT) units, tanks, valves, meters, measuring devices, piping, pumps, cathodic protection equipment, taps, regulators, gauges, fittings, buildings, appliances, markers, signs and other improvements, equipment and personal property owned by Sellers and located at or comprising any portion of the Stations, (ii) all Contracts and Permits exclusively related to the Stations, and (iii) all drawings, plats, files, manuals and similar records owned by Sellers and exclusively related to the Stations:

Site Name

County

State

Owner

(Seller entity)

Real
Property
Interest

Term and
Expiration

Description

Clawson Station

Hansford

Texas

The Shamrock Pipe Line Corporation

Easement

Perpetual

Crude oil truck unloading facility

Coble Station

Hutchinson

Texas

The Shamrock Pipe Line Corporation

Easement

Perpetual

Crude oil truck unloading facility

Farnsworth Station

Ochiltree

Texas

The Shamrock Pipe Line Corporation

Lease

Perpetual

Crude oil truck unloading facility

Follett

Lipscomb

Texas

Shamrock

Easement

Perpetual

Crude oil truck unloading facility

Frass Station

Lipscomb

Texas

The Shamrock Pipe Line Corporation

Easement

Perpetual

Crude oil truck unloading facility

Glazier Station

Lipscomb

Texas

The Shamrock Pipe Line Corporation

Easement

Perpetual

Crude oil truck unloading facility

Gruver Station

Hansford

Texas

The Shamrock Pipe Line Corporation

Lease

20 years
12/31/2031

Crude oil truck unloading facility

Hitchland Station

Hansford

Texas

The Shamrock Pipe Line Corporation

Lease

20 years

12/21/2030

Crude oil truck unloading facility

Hooker Station

Texas

Oklahoma

The Shamrock Pipe Line Corporation

Agreement

Annual evergreen with 30 day termination right

Crude oil truck unloading facility for deliveries into a pipeline owned by Jawhawk and NuStar

McKee Station

Moore

Texas

The Shamrock Pipe Line Corporation

Easement¹

Perpetual

Crude oil truck unloading facility

The Shamrock Pipe Line Corporation has an unwritten license agreement with the landowner, Diamond Shamrock Refining Company, L.P. (“Diamond Shamrock”). Included in the Conveyance Documents are permanent easements that will be executed by Diamond Shamrock in favor of Buyer covering the lands occupied by the McKee Station and the McKee Valve and Meter Site and 8” Pipeline.

Exhibit A – Page 1

Site Name

County

State

Owner

(Seller entity)

Real
Property
Interest

Term and
Expiration

Description

McKee Valve and Meter Site and 8” Pipeline

Moore

Texas

The Shamrock Pipe Line Corporation

Easement

Perpetual

Valve and meter site and 8” connecting pipeline located in McKee Refinery

Merten Station

Gray

Texas

The Shamrock Pipe Line Corporation

Lease

1 year then annually

every 7/31

Crude oil truck unloading facility

Perryton Pipeline Office

Ochiltree

Texas

Valero Terminaling and Distribution Company

Fee Simple

N/A

Pipeline operations office

Perryton Station #1

Ochiltree

Texas

The Shamrock Pipe Line Corporation

Lease

1 year then annually
every 10/1

Multiple crude oil truck unloading facilities with associated tankage, pump station and truck staging facilities

Perryton Station #2

Ochiltree

Texas

The Shamrock Pipe Line Corporation

Lease

20 years
6/30/2029

Perryton Station #3

Ochiltree

Texas

The Shamrock Pipe Line Corporation

Lease

20 years

10/31/2030

Perryton Station #4

Ochiltree

Texas

The Shamrock Pipe Line Corporation

Lease

10 years
10/31/2021

Piper Station #1, 2 and 3

Lipscomb

Texas

The Shamrock Pipe Line Corporation

Lease

1 year then annually
every 5/31

Crude oil truck unloading facility

Sunray Pump Station

Sherman

Texas

Valero Terminaling and Distribution Company

Easement

Perpetual

Pump Station

Tubbs Station

Lipscomb

Texas

The Shamrock Pipe Line Corporation

Leases

1. Current Lease expiring 10/7/2014

2. New lease commencing 10/8/2014 and automatically renewing for successive one year terms

Crude oil truck unloading facility

Turpin Terminal

Beaver

Oklahoma

Valero Plains Company LLC

Fee Simple

N/A

Former products terminal now in service as a crude oil truck unloading facility

Waka Station

Ochiltree

Texas

The Shamrock Pipe Line Corporation

Lease

Annually
every 7/31

Valve site

Exhibit A – Page 2

2.	Pipeline Systems

All of the Sellers’ right, title and interest in and to the following pipeline systems, including (i) all rights of way, easements, leases, licenses, grants, franchises, permits and other similar real property interests associated therewith, (ii) all Contracts and Permits exclusively associated therewith (to the extent not already covered by clause (i) of this paragraph), (iii) all valves, meters, measuring devices, pipe, pumps, cathodic protection equipment, taps, regulators, gauges, fittings, buildings, appliances, markers, signs and other improvements, equipment and personal property comprising any portion of such pipeline systems, and (iv) all drawings, plats, files, manuals and similar records owned by Sellers and exclusively related to such pipeline systems:

Tubbs 4” Owned by Shamrock

A four inch (4”) nominal diameter pipeline, approximately 73,081 feet / 13.84 miles in length, originating at Shamrock’s Tubbs Station in Lipscomb County, Texas and terminating at Shamrock’s Tubbs /Citizens scrapper trap site in Lipscomb County, Texas.

Citizens 6” Owned by Shamrock

A six inch (6”) nominal diameter pipeline, approximately 48,762 feet / 9.24 miles in length, originating at Shamrock’s Tubbs/Citizens scrapper trap site in Lipscomb County, Texas and terminating at Shamrock’s Piper Station in Lipscomb County, Texas.

Lipscomb 6” Owned by Shamrock

A six inch (6”) nominal diameter pipeline, approximately 258,838 feet / 49.02 miles in length, originating at Frass Station in Lipscomb County, Texas and terminating at Shamrock’s Perryton Station in Ochiltree County, Texas.

Perryton-Waka 10” Owned by Shamrock

A ten inch (10”) nominal diameter pipeline, approximately 80,135 feet / 15.18 miles in length, originating at Shamrock’s Perryton Station in Ochiltree County, Texas and terminating at Shamrock’s Waka Station in Ochiltree County, Texas.

Perryton-Waka 6” (idle) Owned by Shamrock

A six inch (6”) nominal diameter pipeline, approximately 80,657 feet / 15.28 miles in length, originating at Shamrock’s Perryton Station in Ochiltree County, Texas and terminating at Shamrock’s Waka Station in Ochiltree County, Texas.

Exhibit A – Page 3

Waka-Gruver 8” Owned by Shamrock

An eight inch (8”) nominal diameter pipeline, approximately 133,047 feet / 25.19 miles in length, originating at Shamrock’s Waka Station in Ochiltree County, Texas and terminating at Shamrock’s Gruver Station in Hansford County, Texas.

Gruver-Clawson 8” Owned by Shamrock

An eight inch (8”) nominal diameter pipeline, approximately 1,497 feet / 0.28 miles in length, originating at Shamrock’s Gruver Station in Hansford County, Texas and terminating at NuStar Logistics, L.P.’s Clawson Station in Hansford County, Texas.

Clawson-Gruver 6” (idle) Owned by Shamrock

A six inch (6”) nominal diameter pipeline, approximately 1,069 feet / 0.20 miles in length, originating at NuStar Logistics, L.P.’s Clawson Station in Hansford County, Texas and terminating at Shamrock’s Gruver Station in Hansford County, Texas.

Turpin-Gruver 6” Owned by VTDC

A six inch (6”) nominal diameter pipeline, approximately 304,313 feet / 57.64 miles in length, originating at Valero Plains Company LLC’s Turpin Terminal in Beaver County, Oklahoma and terminating at Shamrock’s Gruver Station in Hansford County, Texas.

Gruver-McKee 6” Owned by VTDC

A six inch (6”) nominal diameter pipeline, approximately 157,609 feet / 29.85 miles in length, originating at Shamrock’s Gruver Station in Hansford County, Texas and terminating at Shamrock’s McKee scrapper trap site in Moore County, Texas.

McKee - McKee Refinery 8” Owned by VTDC

An 8” inch (8”) nominal diameter pipeline, approximately 4,747 feet / 0.90 miles in length, originating at Shamrock’s McKee scrapper trap site in Moore County, Texas and terminating at the Valero McKee Refinery in Moore County, Texas.

Turpin 6” (idle) - Hansford County, TX Owned by VTDC

A six inch (6”) nominal diameter pipeline, approximately 5,899 feet / 1.12 miles in length, originating west of SH 15 in Hansford County, Texas and terminating south of FM 1262 in Hansford County, Texas.

Turpin 6” (idle) - Moore County, TX Owned by VTDC

A six inch (6”) nominal diameter pipeline, approximately 5,280 feet / 1.0 miles in length, originating at Shamrock’s McKee scrapper trap site in Moore County, Texas and terminating at the Valero McKee Refinery in Moore County, Texas.

Exhibit A – Page 4

EXHIBIT B

Three Rivers Crude System

The Three Rivers Crude System is comprised of all of VTDC’s right, title and interest in and to each of the following:

Three Rivers Truck Haul Site. An approximately 52.7 acre tract or parcel of land located in Live Oak County, Texas, as set forth in that certain Special Warranty Deed dated effective February 18, 2011, from Kenneth Lee Odom, et al, to Valero Terminaling and Distribution Company, recorded in Volume 176, Page 416, Official Public Records of Live Oak County, Texas, together with all of Seller’s right, title and interest in and to all improvements thereon and all appurtenances thereto (the “Three Rivers Truck Haul Site”).

2.	Three Rivers Pipeline. A twelve inch (12”) nominal diameter pipeline, approximately 3,225 feet / 0.61 miles in length, originating at the Valero CR 422 crude oil facility and terminating at the Valero Three Rivers Refinery in Live Oak County, Texas (the “Three Rivers Pipeline”).

3.	Three Rivers Meter Site. The right to use an approximately 0.04 acre tract of land located in Live Oak County, Texas, to be set forth in an Easement Agreement from Diamond Shamrock Refining Company, LP to VPST at Closing.

Truck Haul Site and Pipeline Contracts and Permits. All Contracts and Permits that are necessary for the operation of, or exclusively relate to the ownership and/or operation of, the Three Rivers Truck Haul Site and the Three Rivers Pipeline, including (i) all Contracts with third parties that permit such third parties to maintain facilities (including, without limitation, LACT units) at the Three Rivers Truck Haul Site, (ii) all Contracts with third parties that grant such third parties access to the Three Rivers Truck Haul Site for purposes of delivering crude oil or for any other purpose, and (iii) all easements and Permits granting rights in any lands on which the Three Rivers Pipeline is located, and (iv) all Permits necessary for the operation of the Three Rivers Truck Haul Site and the Three Rivers Pipeline.

Planned Pipelines. All Permits for; all Contracts entered into exclusively in connection with; all plans, specifications, drawings, designs and other similar materials exclusively related to; and all equipment, parts, supplies and other personal property purchased by VTDC for use in the construction of two additional 12” nominal diameter pipelines that are planned to be constructed between the Three Rivers Truck Haul Site and the Valero Three Rivers Refinery.

Office Lease. All of Seller’s right, title and interest in, to and under that certain Lease Agreement between Diamond Shamrock Refining Company, L.P. and Valero Terminaling and Distribution Company, dated June 15, 2007 (the “Office Lease”), as well as all of Seller’s right, title and interest in and to all fixtures, furnishings and equipment at the premises covered by the Office Lease and all Contracts and Permits exclusively relating to the premises covered by the Office Lease.

Exhibit B – Page 1

EXHIBIT C

Amended and Restated Omnibus Agreement

Exhibit C – Page 1

EXHIBIT D

McKee Services Schedule

Exhibit E – Page 1

EXHIBIT E

Three Rivers Services Schedule

Exhibit E – Page 1

EXHIBIT F-1

Transportation Services Schedule

(Wynnewood Products System)

Exhibit F-1 – Page 1

EXHIBIT F-2

Terminaling Services Schedule

(Wynnewood Products System)

Exhibit F-2 – Page 1

EXHIBIT G

Connection Agreements

Exhibit G – Page 1

EXHIBIT H

Conveyance Documents


Three Rivers Crude System
Instrument	Seller Party		Buyer Party
Bill of Sale and Assignment of Rights of Way, Easements, Licenses, Permits and Other Pipeline Interests (Three Rivers Crude System)		VTDC		VPST
Special Warranty Deed (Truck Haul Site)		VTDC		VPST
Assignment and Assumption Agreement (Truck Haul Site)		VTDC		VPST
Bill of Sale (Truck Haul Site)		VTDC		VPST
Easement Agreement (Three Rivers 1-12” Pipeline and Meter Site)		Diamond Shamrock Refining Company, L.P. (“DSRC”)		VPST
Assignment and Assumption Agreement (Three Rivers Office)		VTDC		VPST
Pipeline Connection Agreement		DSRC		VPST
McKee Crude System
Instrument	Seller Party		Buyer Party
Bill of Sale and Assignment of Rights of Way, Easements, Licenses, Permits and Other Pipeline Interests (Tubbs 4” and Citizens 6”)		Shamrock		VPNT
Bill of Sale and Assignment of Rights of Way, Easements, Licenses, Permits and Other Pipeline Interests (Lipscomb 6”)		Shamrock		VPNT
Bill of Sale and Assignment of Rights of Way, Easements, Licenses, Permits and Other Pipeline Interests (Perryton –Waka 10” and Perryton-Waka 6”)		Shamrock		VPNT
Bill of Sale and Assignment of Rights of Way, Easements, Licenses, Permits and Other Pipeline Interests (Waka – Gruver 8”)		Shamrock		VPNT
Bill of Sale and Assignment of Rights of Way, Easements, Licenses, Permits and Other Pipeline Interests (Gruver – Clawson 8” and Clawson –Gruver 6”)		Shamrock		VPNT
Bill of Sale and Assignment of Rights of Way, Easements, Licenses, Permits and Other Pipeline Interests (Turpin-Gruver 6”)		VTDC		VPNT
Bill of Sale and Assignment of Rights of Way, Easements, Licenses, Permits and Other Pipeline Interests (Turpin-Gruver 6”)		VTDC		VPNT
Bill of Sale and Assignment of Rights of Way, Easements, Licenses, Permits and Other Pipeline Interests (Gruver-McKee 6”)		VTDC		VPNT
Bill of Sale and Assignment (Tubbs, Glazier, Piper, Frass and Follett Stations)		Shamrock		VPNT
Bill of Sale and Assignment (Perryton, Farnsworth and Waka Stations)		Shamrock		VPNT
Bill of Sale and Assignment (Hitchland, Clawson and Gruver Stations)		Shamrock		VPNT

Exhibit H – Page 1


Bill of Sale and Assignment (Hooker Station)	Shamrock	VPNT
Bill of Sale and Assignment (Coble Station)	Shamrock	VPNT
Bill of Sale and Assignment (Merten #1 Station)	Shamrock	VPNT
Right-of-Way and Easement Agreement (McKee Station Truck Haul)	DSRC	VPNT
Bill of Sale (McKee Station Truck Haul)	Shamrock	VPNT
Right-of-Way and Easement Agreement (McKee 8” Pipeline and Valve and Meter Site)	DSRC	VPNT
Bill of Sale and Assignment (McKee 8” Pipeline and Valve and Meter Site)	Shamrock	VPNT
Special Warranty Deed (Turpin Terminal)	VPC	VPNT
Bill of Sale (Turpin Terminal)	VPC	VPNT
Assignment and Assumption Agreement (Turpin Terminal)	VPC	VPNT
Special Warranty Deed (Perryton Office and Pipe Yard)	VTDC	VPNT
Bill of Sale (Perryton Office and Pipe Yard)	VTDC	VPNT
Assignment and Assumption Agreement (Perryton Office and Pipe Yard)	VTDC	VPNT
Pipeline Connection Agreement	DSRC	VPNT

Exhibit H – Page 2

EXHIBIT I

Assignment Document

Exhibit I – Page 1

EXHIBIT J

Services and Secondment Amendment

Exhibit J – Page 1

EXHIBIT K

Wynnewood Products System

The Wynnewood Terminal which consists of real property located in Murray County, Oklahoma and all personal property (including tanks, piping and other equipment, machinery, spare parts and supplies) located on such real property and used exclusively in connection with the operation of the Wynnewood Terminal, and

2.	A twelve inch (12”) nominal diameter pipeline, approximately 30 miles in length, originating at the Valero Ardmore Refinery in Carter County, Oklahoma and terminating at the Wynnewood Terminal in Murray County, Oklahoma.

Exhibit K – Page 1

Exhibit 10.2

AMENDED AND RESTATED OMNIBUS AGREEMENT

This Amended and Restated Omnibus Agreement (“Agreement”) is entered into on, and effective as of, July 1, 2014, among Valero Energy Corporation, a Delaware corporation (“Valero”), Valero Marketing and Supply Company, a Delaware corporation (“VMSC”), Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC”), The Premcor Refining Group Inc., a Delaware corporation (“Premcor Refining”), The Premcor Pipeline Co., a Delaware corporation (“Premcor Pipeline”), 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 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 Partners North Texas, LLC, a Delaware limited liability company, Valero Partners South Texas, LLC, a Delaware limited liability company, and Valero Partners Wynnewood, LLC, a Delaware limited liability company.

RECITALS

1. Certain of the Parties executed that certain Omnibus Agreement dated December 16, 2013 (the “Original Agreement”).

2. The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article 2, with respect to certain indemnification obligations of the Parties to each other.

3. The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article 3, with respect to the amount to be paid by the Partnership for the centralized general and administrative services to be performed by Valero and its Affiliates (including the General Partner) for and on behalf of the Partnership Group.

4. The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article 4, with respect to the Partnership Group’s right of first offer with respect to the ROFO Assets (as defined herein).

5. The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article 5, with respect to Valero’s right of first refusal with respect to certain ROFR Assets (as defined herein).

6. The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article 6, with respect to the granting of a license from Valero to the Partnership Group.

7. The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article 7, with respect to certain projects to be undertaken by the Partnership and the prepayment by VTDC of certain amounts relating to such projects.

8. The Parties now desire to amend and restate the Original Agreement to allow for, among other things, the application of certain terms hereof to additional assets that the Partnership Group is acquiring from the Valero Entities.

In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

Definitions

1.1 Definitions. As used in this Agreement (including the Recitals, which are incorporated herein for all purposes) the following terms shall have the meanings set forth below:

“Acquisition Proposal” is defined in Section 5.2.

“Administrative Fee” is defined in Section 3.2(a).

“Affiliate” is defined in the Partnership Agreement.

“Assets” means all pipelines, storage tanks, vehicles, truck racks, terminal facilities, offices and related equipment, real estate, contracts and other assets, or portions thereof, conveyed, contributed or otherwise Transferred or intended to be conveyed, contributed or otherwise Transferred pursuant to a Transaction Agreement to any Group Member (including for the avoidance of doubt, any such assets transferred by way of transfer of ownership interests in an entity owning such assets); provided, however, that any of such assets that are Transferred from any Group Member to a Valero Entity pursuant to Article 5 or otherwise shall no longer be an “Asset” from and after such Transfer.

“Business Day” means each calendar day other than a Saturday, Sunday or a day that is an official holiday in the State of Texas.

“Closing Date” means, with respect to a Transaction Agreement or any Assets Transferred pursuant to such Transaction Agreement, the applicable closing date set forth under the caption “Closing Date” on Schedule H, with effect as of 12:01 a.m., San Antonio, Texas time unless otherwise indicated.

“Conflicts Committee” is defined in the Partnership Agreement.

foregoing. Confidential Information includes such information as may be contained in or embodied by documents, substances, engineering and laboratory notebooks, reports, data, specifications, computer source code and object code, flow charts, databases, drawings, pilot plants or demonstration or operating facilities, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of the foregoing; provided, however, that Confidential Information does not include information that a receiving Party can show (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving Party without any obligation to keep it confidential by a third party under circumstances which are not known to the receiving Party to involve a breach of the third party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving Party as contemplated under this Agreement. With respect to a Transaction Agreement or any Assets Transferred pursuant to such Transaction Agreement, from and after the Closing Date, Confidential Information disclosed by the transferring Party that relates to the Assets that were transferred to the transferee Party shall become, and be treated as, Confidential Information of the transferee Party disclosed to the transferring Party.

“Covered Environmental Losses” is defined in Section 2.1(a).

“Covered Right-of-Way Losses” is defined in Section 2.2.

“Disposition Notice” is defined in Section 5.2.

“Environmental Deductible” is defined in Section 2.5(a).

“Environmental Laws” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law relating to pollution or protection of human health, natural resources, wildlife and the environment or workplace health or safety including the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq., the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. §§6901 et seq., the Clean Air Act, as amended, 42 U.S.C. §§7401 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§1251 et seq., the Toxic Substances Control Act, as amended, 15 U.S.C. §§2601 et seq., the Oil Pollution Act of 1990, 33 U.S.C. §§2701 et seq., the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§300f et seq., the Hazardous Materials Transportation Act of 1994, as amended, 49 U.S.C. §§ 5101 et seq., the Pipeline Safety Improvement Act of 2002, 49 U.S.C. §§60101 et seq., and other environmental conservation and protection laws and the Occupational Safety and Health Act of 1970, 29 U.S.C. §§ 651 et seq, and the regulations promulgated pursuant thereto, and any state or local counterparts, each as amended from time to time.

“Environmental Permit” means any permit, approval, identification number, license, registration, certification, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law, including applications for renewal of such permits in which the application allows for continued operation under the terms of an expired permit.

“First ROFR Acceptance Deadline” is defined in Section 5.2.

“General and Administrative Services” is defined in Section 3.1

“Governmental Authority” means any federal, state, tribal, foreign or local governmental entity, authority, department, court or agency, including any political subdivision thereof, exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, and including any arbitrating body, commission or quasi-governmental authority or self-regulating organization of competent authority exercising or enlisted to exercise similar power or authority.

“Group Member” is defined in the Partnership Agreement.

“Hazardous Substance” means (a) any substance, whether solid, liquid, gaseous, semi-solid, or any combination thereof, that is designated, defined or classified as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, and including asbestos and lead-containing paints or coatings, and (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other refined petroleum hydrocarbons.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Identification Deadline” means, with respect to a Transaction Agreement or any Assets Transferred pursuant to such Transaction Agreement, the applicable date set forth under the caption “Identification Deadline” on Schedule H.

“Indemnified Party” means the Person entitled to indemnification in accordance with Article 2.

“Indemnifying Party” means the Party from whom indemnification may be sought in accordance with Article 2.

“Interest Rate” means the lesser of (i) two percent (2%) over the one month London Interbank Offered Rate (LIBOR) prevailing during the period in question, and (ii) the maximum rate permitted by applicable law.

“Limited Partner” is defined in the Partnership Agreement.

“Losses” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent.

“Offer Price” is defined in Section 5.2.

“Original Agreement” is defined in the recitals to this Agreement.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 16, 2013, as the same may be amended from time to time.

“Partnership Change of Control” means Valero ceases to control, directly or indirectly, the general partner of the Partnership. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the general partner of the Partnership, whether through ownership of voting securities, by contract, or otherwise.

“Partnership Group” is defined in the Partnership Agreement.

“Partnership Interest” is defined in the Partnership Agreement.

“Party” means a signatory to this Agreement, and “Parties” means all of the signatories to this Agreement.

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Prefunded Projects” is defined in Article 7.

“Proposed Transaction” is defined in Section 4.2(a).

“Proposed Transferee” is defined in Section 5.2.

“Registration Statement” means the Registration Statement on Form S-1 filed by the Partnership with the United States Securities and Exchange Commission (Registration No. 333-191259), as amended.

“Reimbursable Expenses” is defined in Section 3.3.

“Representatives” is defined in Section 8.1(a).

“Retained Assets” means, with respect to a particular Transaction Agreement, all pipelines, storage tanks, vehicles, truck racks, terminal facilities, offices and related equipment, real estate, contracts and other assets or portions thereof owned by any of the Valero Entities that were not Transferred to the Partnership Group pursuant to that Transaction Agreement or the other documents or instruments referenced in or delivered pursuant to that Transaction Agreement; provided, however, that if and when any such assets are later Transferred to the Partnership Group such assets shall, effective at the time of such Transfer, cease to be “Retained Assets.”

“Right-of-Way Consents” means any consents, licenses or permits (other than Environmental Permits) necessary to allow (1) any pipeline included in the Assets to cross the

roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date, or (2) the transfer of any of the Assets to the Partnership Group, in each case, where such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated immediately prior to the Closing Date.

“ROFO Assets” means the assets listed on Schedule D to this Agreement.

“ROFO Asset Owner” is defined in Section 4.1(a).

“ROFO Governmental Approval Deadline” is defined in Section 4.2(c).

“ROFO Period” is defined in Section 4.1(a).

“ROFO Notice” is defined in Section 4.2(a).

“ROFO Response” is defined in Section 4.2(a).

“ROFR Assets” means any assets of the Partnership Group that serve any refinery owned, acquired or constructed by a Valero Entity, including the assets listed on Schedule E to this Agreement.

“ROFR Asset Owner” is defined in Section 5.1(a).

“ROFR Governmental Approval Deadline” is defined in Section 5.2(c).

“ROFR Response” is defined in Section 5.2.

“Sale Assets” is defined in Section 5.2.

“Schedules” means Schedules A through H attached to this Agreement, as they may be amended and restated pursuant to Section 8.12.

“Second ROFR Acceptance Deadline” is defined in Section 5.2.

“Subsidiary” is defined in the Partnership Agreement.

“Transaction Agreement” means an agreement identified on Schedule H, together with the additional conveyance documents and instruments contemplated or referenced under such agreement.

“Transfer” means to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of, whether in one or a series of transactions.

“Valero Entities” means Valero and each of its Affiliates, other than the General Partner and the Group Members.

“Valero License” is defined in Section 6.1.

“Valero Marks” is defined in Section 6.1.

1.1 Rules of Construction. Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions:

(a) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(b) The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(c) A reference to any Party to this Agreement or another agreement or document includes the Party’s successors and assigns.

(d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection and schedule references are to this Agreement unless otherwise specified.

(e) The words “including,” “include,” “includes” and all variations thereof shall mean “including without limitation.”

(f) The word “or” shall have the inclusive meaning represented by the phrase “and/or.”

(g) The words “shall” and “will” have equal force and effect.

(h) The schedules identified in this Agreement are incorporated herein by reference and made a part of this Agreement.

(i) References to “$” or to “dollars” shall mean the lawful currency of the United States of America.

ARTICLE 2

Indemnification

2.1 Environmental Indemnification.

(a) Subject to Section 2.5, Valero shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member, directly or indirectly, including as a result of any claim by a third party, by reason of or arising out of:

(i) any violation of Environmental Laws resulting or arising from the ownership or operation of the Assets prior to the Closing Date;

(ii) any environmental remediation or corrective action that is required by Environmental Law, to the extent resulting or arising from releases occurring during

the ownership or operation of the Assets prior to the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date;

(iii) any of the environmental matters as set forth on Schedule A; and

(iv) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date;

provided, however, that with respect to any violation under Section 2.1(a)(i) or any environmental remediation or corrective action included under Section 2.1(a)(ii), Valero will be obligated to indemnify such Group Member only to the extent that (x) such violation or environmental remediation or corrective action was caused by the consummation of the transactions contemplated by a Transaction Agreement or occurred or existed before the Closing Date under Environmental Laws as in effect on or prior to the Closing Date, (y) the violation, remediation or corrective action was not identified in a voluntary audit or investigation undertaken outside the ordinary course of business by any Group Member or any person acting at the request or on behalf of any Group Member and (z) Valero is notified in writing of such violation or environmental remediation or corrective action prior to the Identification Deadline. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses”.

(b) Except for Covered Environmental Losses (exceeding the Environmental Deductible, where applicable), the Partnership shall indemnify, defend and hold harmless Valero from and against any Losses suffered or incurred by any of the Valero Entities, directly or indirectly, including as a result of any claim by a third party, by reason of or arising out of any of the following, in each case regardless of whether they existed, arose or occurred before or after the Closing Date:

(i) any violation of Environmental Laws resulting or arising from the ownership or operation of the Assets; and

(ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations).

2.2 Right-of-Way Indemnification. Subject to Section 2.5, Valero shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member, directly or indirectly, including as a result of any claim by a third party, by reason of or arising out of (a) the failure of such Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any of the Assets conveyed or contributed to such Group Member on the Closing Date is located as of such Closing Date, and such failure renders such Group Member liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated immediately prior to such Closing Date; (b) the failure of such Group Member to have any Right-of-Way Consents; and (c) the cost of curing any condition set forth in Section 2.2(a) or (b) that does not allow any Asset to be operated in accordance with prudent industry practice, in each case to the extent that Valero is notified in writing of any of the foregoing prior to the Identification Deadline. Losses subject to indemnification in this Section 2.2 are referred to collectively as “Covered Right-of-Way Losses”.

2.3 Additional Indemnification.

(a) Valero shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member, directly or indirectly, including as a result of any claim by a third party, by reason of or arising out of:

(i) events and conditions associated with the ownership or operation of the Assets and occurring before the Closing Date (other than Covered Environmental Losses which are provided for under Section 2.1 and Losses for which the Partnership is indemnifying Valero under Section 2.1(b)), to the extent Valero is notified in writing of such Loss prior to the Identification Deadline;

(ii) the consummation of the transactions contemplated by a Transaction Agreement;

(iii) any of the matters set forth on Schedule B;

(iv) events and conditions associated with the Retained Assets, whether occurring before, on or after the Closing Date;

(v) all federal, state and local tax liabilities attributable to the ownership or the operation of the Assets prior to the Closing Date, and any such tax liabilities that may result from the formation of the Partnership Group and the General Partner or from the consummation of the transactions contemplated by a Transaction Agreement; and

(vi) the failure of any Partnership Group Member to have on the Closing Date any consent, license, permit or approval (other than Environmental Permits and Right-of-Way Consents) necessary to allow such Partnership Group Member to own or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Valero Entity immediately prior to the Closing Date, to the extent Valero is notified in writing of such Loss prior to the Identification Deadline.

(b) The Partnership shall indemnify, defend, and hold harmless Valero from and against any Losses suffered or incurred by any of the Valero Entities, directly or indirectly, including as a result of any claim by a third party, by reason of or arising out of events and conditions to the extent associated with the ownership or operation of the Assets and occurring after the Closing Date (other than Covered Environmental Losses which are provided for under Section 2.1(a), Losses for which the Partnership is indemnifying Valero under Section 2.1(b), Covered Right-of-Way Losses which are provided for under Section 2.2 and Losses for which Valero is indemnifying Group Members under Section 2.3(a)), unless such indemnification would not be permitted by any Group Member under the Partnership Agreement.

2.4 Indemnification Procedures.

(a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article 2, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim.

(b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article 2, including the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement for only the payment of money shall be entered into without the consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless it includes a full release of the Indemnified Party from such claim; provided further, that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld.

(c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party, with respect to all aspects of the defense of and pursuit of any counterclaims with respect to any claims covered by the indemnification under this Article 2, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense and counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 2.4. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth

in this Article 2; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder.

(d) In determining the amount of any Losses for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party from third party insurers not affiliated with the Indemnified Party, and such correlative insurance benefit shall be net of any expenses related to the receipt of such proceeds, including any premium adjustments that become due and payable by the Indemnified Party as a result of such claim, and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons.

2.5 Limitations Regarding Indemnification.

(a) With respect to Covered Environmental Losses under Section 2.1(a)(i) or 2.1(a)(ii) related to any Transaction Agreement, Valero shall not be obligated to indemnify, defend or hold harmless any Group Member (i) with respect to any individual Losses (or group of related Losses) not exceeding the applicable de minimis threshold set forth under the caption “Environmental De Minimis Loss” on Schedule H (“De Minimis Losses”), and (ii) until such time as the total aggregate amount of Losses incurred by the Partnership Group for Covered Environmental Losses (excluding De Minimis Losses) related to such Transaction Agreement exceeds the applicable deductible set forth under the caption “Environmental Deductible” on Schedule H (the “Environmental Deductible”), at which time Valero shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. It is agreed that the Environmental Deductible shall not apply to any Covered Environmental Losses incurred by any Group Member attributable to those matters identified on Schedule A.

(b) With respect to Covered Right-of-Way Losses related to any Transaction Agreement, Valero shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of Covered Right-of-Way Losses related to such Transaction Agreement exceeds the applicable deductible set forth under the caption “Right-of-Way Deductible” on Schedule H (the “Right-of-Way Deductible”), at which time Valero shall be obligated to indemnify the Partnership Group for the excess of such Covered Right-of-Way Losses over the Right-of-Way Deductible.

(c) With respect to Losses covered under Section 2.3(a)(i) or 2.3(a)(vi) related to any Transaction Agreement, Valero shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses related to such Transaction Agreement exceeds the applicable deductible set forth under “Other Losses Deductible” on Schedule H (the “Other Losses Deductible”), at which time Valero shall be obligated to indemnify the Partnership Group for the excess of such Losses related to such Transaction Agreement over the Other Losses Deductible.

(d) For the avoidance of doubt, there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article 2 other than that described in Sections 2.5(a), 2.5(b) and 2.5(c) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2.

(e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER THIRD PARTY.

(f) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES.

ARTICLE 3

General and Administrative Services

3.1 General. Valero agrees to provide, and agrees to cause its Affiliates to provide, to the General Partner, for the Partnership Group’s benefit, the centralized general and administrative services that Valero and its Affiliates have traditionally provided in connection with the ownership and operation of the Assets, which consist of the services set forth on Schedule C (the “General and Administrative Services”). Any specific General and Administrative Service listed on Schedule C may be terminated by the General Partner upon ninety (90) days prior written notice to Valero. In performing the General and Administrative Services, Valero and its Affiliates shall be entitled to contract with third parties on behalf of and as agent for (but without fiduciary liability to) members of the Partnership Group.

3.2 Administrative Fee.

(a) As consideration for the General and Administrative Services, the Partnership will pay Valero the fee set forth under the caption “Administrative Fee” on Schedule C (the “Administrative Fee”), payable in equal monthly installments as provided in Section 3.4.

(b) The Parties acknowledge and agree that the Administrative Fee may change each calendar year, as determined by Valero in good faith, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group and may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General

and Administrative Services to the Partnership Group due to inflation and to changes in any law, rule or regulation applicable to the Valero Entities or the Partnership Group, including any interpretation of such laws, rules or regulations.

(c) At the end of each calendar year, the Partnership will have the right to submit to Valero a proposal to reduce the amount of the Administrative Fee for that year if the Partnership believes, in good faith, that the centralized general and administrative services performed by Valero and its Affiliates for the benefit of the Partnership Group for the year in question do not justify payment of the full Administrative Fee for that year. If the Partnership submits such a proposal to Valero, Valero agrees that it will negotiate in good faith with the Partnership to determine if the Administrative Fee for that year should be reduced and, if so, the amount of such reduction. If the Parties agree that the Administrative Fee for that year should be reduced, then Valero shall promptly pay to the Partnership the amount of any reduction for that year.

3.3 Reimbursable Expenses.

(a) The Partnership shall reimburse Valero for all other direct or allocated costs and expenses incurred by Valero and its Affiliates on behalf of the Partnership Group (collectively, “Reimbursable Expenses”) including:

(i) any expenses incurred or payments made by Valero or its Affiliates for insurance coverage with respect to the Assets or the business of the Partnership Group;

(ii) all expenses and expenditures incurred by Valero or its Affiliates, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return and Schedule K-1 preparation and distribution, legal fees and independent director compensation;

(iii) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the services provided by Valero and its Affiliates to the Partnership Group pursuant to Section 3.1; and

(iv) any additional out-of-pocket costs and expenses actually incurred by Valero and its Affiliates in providing the General and Administrative Services, as well as any other out-of-pocket expenses incurred on behalf of the Partnership Group.

(b) Such reimbursements shall be made in accordance with Section 3.4. For the avoidance of doubt, Reimbursable Expenses shall be paid by the Partnership in addition to, and not as a part of or included in, the Administrative Fee.

3.4 Invoicing and Payment. On or before the tenth (10^th) Business Day after each calendar month during which this Agreement is in effect, Valero shall submit an invoice to the Partnership for the Administrative Fee installment due with respect to such month, as well as any Reimbursable Expenses incurred through the end of such month and not previously paid by the

Partnership. The Partnership shall, within ten (10) calendar days of receipt, pay such invoice, except for any Reimbursable Expenses therein being disputed in good faith by the Partnership. Any amounts that the Partnership has disputed in good faith and that are later determined by any court or other competent authority having jurisdiction, or by agreement of the Parties, to be owing from the Partnership shall be paid in full within ten (10) calendar days of such determination, together with interest thereon at the Interest Rate, from the date due under the original invoice until the date of payment.

ARTICLE 4

Right of First Offer

4.1 Right of First Offer to Purchase Certain Assets retained by Valero Entities.

(a) Each ROFO Asset owner (a “ROFO Asset Owner”) hereby grants to the Partnership a right of first offer for a period extending from the date hereof through December 16, 2018 (the “ROFO Period”) on any ROFO Asset set forth next to such ROFO Asset Owner’s name on Schedule D to the extent that such ROFO Asset Owner proposes to Transfer any ROFO Asset (other than (i) to an Affiliate who agrees in writing that such ROFO Asset remains subject to the provisions of this Article 4 and such Affiliate assumes the obligations under this Article 4 with respect to such ROFO Asset or (ii) in connection with a Transfer of the refinery with respect to which such ROFO Asset is within, substantially dedicated to, or an integral part of) or enter into any agreement to do any of the foregoing during the ROFO Period.

(b) The Parties acknowledge that all potential Transfers of ROFO Assets pursuant to this Article 4 are subject to obtaining any and all required written consents of Governmental Authorities and other third parties and to the terms of all existing agreements in respect of the ROFO Assets; provided, however, that Valero represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Partnership pursuant to this Article 4 with respect to any ROFO Asset.

4.2 Procedures.

(a) In the event a ROFO Asset Owner proposes to Transfer any applicable ROFO Asset (other than (i) to an Affiliate as provided in Section 4.1(a) or (ii) in connection with a Transfer of the refinery with respect to which such ROFO Asset is within, substantially dedicated to, or an integral part of) during the ROFO Period (a “Proposed Transaction”), such ROFO Asset Owner shall, prior to entering into any such Proposed Transaction, first give notice in writing to the Partnership (the “ROFO Notice”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and details as would be necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with the applicable ROFO Asset Owner, which terms, conditions and details shall at a minimum include any terms, condition or details that such ROFO Asset Owner would propose to provide to non-Affiliates in connection with the Proposed Transaction. The Partnership shall have 60 days following receipt of the ROFO Notice to propose an offer to enter into the Proposed Transaction with such ROFO Asset Owner (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price the Partnership

proposes to pay for the ROFO Asset and the other terms of the purchase including, if requested by ROFO Asset Owner, the terms on which one or more Group Members will provide services to any Valero Entity to enable the Valero Entities to utilize the applicable ROFO Asset) pursuant to which applicable Group Members would be willing to enter into a binding agreement for the Proposed Transaction. The decision to issue the ROFO Response and the terms of the ROFO Response shall be subject to approval by the Conflicts Committee. If no ROFO Response is delivered by the Partnership within such 60-day period, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset, except to the extent reinstated as provided in Section 4.2(e).

(b) Unless the ROFO Response is rejected pursuant to written notice delivered by the applicable ROFO Asset Owner to the Partnership within 60 days of the delivery of the ROFO Response, such ROFO Response shall be deemed to have been accepted by the applicable ROFO Asset Owner and such ROFO Asset Owner shall enter into an agreement with the applicable Group Member(s) providing for the consummation of the Proposed Transaction upon the terms set forth in the ROFO Response and, if applicable, the applicable Group Member(s) will enter into an agreement with the applicable Valero Entities setting forth the terms on which the applicable Group Member(s) will provide services to the applicable Valero Entity or Entities to enable such Valero Entities to utilize the ROFO Asset. Unless otherwise agreed between the applicable Valero Entities and the Partnership, the terms of the purchase and sale agreement will include the following:

(i) the applicable Group Member will agree to deliver the purchase price (in cash, Partnership Interests, an interest-bearing promissory note, or any combination thereof);

(ii) the applicable ROFO Asset Owner will represent that it has title to the ROFO Assets that is sufficient to operate the ROFO Assets in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the applicable ROFO Asset, plus any other such matters as the Group Member may approve. If the Group Member desires to obtain any title insurance with respect to the ROFO Asset, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and policy premium) shall be borne by the Group Member;

(iii) the applicable ROFO Asset Owner will grant to the Group Member the right, exercisable at the Group Member’s risk and expense prior to the delivery of the ROFO Response, to make such surveys, tests and inspections of the ROFO Asset as the Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the ROFO Asset or interfere with the activities of the applicable ROFO Asset Owner;

(iv) the Group Member will have the right to terminate its obligation to purchase the ROFO Asset under this Article 4 if the results of any title examination, survey, test or inspection under Sections 4.2(b)(ii) or 4.2(b)(iii) are, in the reasonable opinion of the Group Member, unsatisfactory;

(v) the closing date for the purchase of the ROFO Asset shall occur no later than 180 days following receipt by the ROFO Asset Owners of the ROFO Response pursuant to Section 4.2(a);

(vi) the applicable ROFO Asset Owner and the Group Member shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the consummation of any transactions contemplated by this Section 4.2(b), including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith; and

(vii) neither the applicable ROFO Asset Owner nor the Group Member shall have any obligation to sell or buy the ROFO Assets if any of the consents referred to in Section 4.1(b) has not been obtained.

(c) The applicable ROFO Asset Owner and the Group Member shall cooperate in good faith in obtaining all necessary governmental and other third-party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third business day following the expiration of any required waiting periods under the HSR Act; provided, however, that such delay shall not exceed 60 days following the 180 days referred to in Section 4.2(b)(v) (the “ROFO Governmental Approval Deadline”) and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such ROFO Governmental Approval Deadline, then the applicable ROFO Asset Owner shall be free to enter into a Proposed Transaction with any third party (i) on terms and conditions (excluding those relating to price) that are not more favorable in the aggregate to such third party than those proposed in respect of the Partnership Group in the ROFO Response and (ii) at a price equal to no less than 100% of the price offered by the applicable Group Member in the ROFO Response to such ROFO Asset Owner.

(d) If the Partnership has not timely delivered a ROFO Response as specified above with respect to a Proposed Transaction that is subject to a ROFO Notice, the applicable ROFO Asset Owner shall be free to enter into a Proposed Transaction with any third party on terms and conditions no more favorable to such third party than those set forth in the ROFO Notice. If a ROFO Response with respect to such Proposed Transaction is rejected by the applicable ROFO Asset Owner, such ROFO Asset Owner shall be free to enter into a Proposed Transaction with any third party (i) on terms and conditions (excluding those relating to price) that are not more favorable in the aggregate to such third party than those proposed in respect of the Partnership Group in the ROFO Response and (ii) at a price equal to no less than 100% of the price offered by the applicable Group Member in the ROFO Response to such ROFO Asset Owner.

(e) If a Proposed Transaction with a third party is not consummated as provided in this Section 4.2 within one year of, as applicable, the Partnership’s failure to timely deliver a ROFO Response with respect to such Proposed Transaction that is subject to a ROFO Notice, the rejection by the applicable ROFO Asset Owner of a ROFO Response with respect to such Proposed Transaction or the ROFO Governmental Approval Deadline, then, in each case,

the applicable ROFO Asset Owner may not Transfer any ROFO Assets described in such ROFO Notice without complying again with the provisions of this Article 4, if and to the extent then applicable.

ARTICLE 5

Right of First Refusal

5.1 Valero Right of First Refusal.

(a) Each ROFR Asset owner (a “ROFR Asset Owner”) hereby grants to Valero a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Member) of any ROFR Asset set forth next to such ROFR Asset Owner’s name on Schedule E. The Parties acknowledge and agree that nothing in this Article 5 shall prevent or restrict the Transfer of the capital stock, equity or ownership interests or other securities of the General Partner or the Partnership.

(b) The Parties acknowledge that all potential Transfers of ROFR Assets pursuant to this Article 5 are subject to obtaining any and all required written consents of Governmental Authorities and other third parties and to the terms of all existing agreements in respect of the ROFR Assets; provided, however, that the Partnership represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to Valero pursuant to this Article 5 with respect to any ROFR Asset.

5.2 Procedures for Transfer of ROFR Asset.

(a) In the event a Group Member proposes to Transfer any of the ROFR Assets (other a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Member) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero (a “Disposition Notice”) of the Group Member’s intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero to reasonably determine the fair market value of such non-cash consideration, the Partnership’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the Partnership. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero and the Partnership are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero will provide written notice of

its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero and the Partnership are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero prior to the First ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership in the Disposition Notice and (ii) Valero and the Partnership are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero notifies the Partnership of its determination thereof, the Partnership and Valero will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero and the Partnership its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the Partnership. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero will provide a ROFR Response to the Partnership within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

(b) If Valero elects in a ROFR Response delivered prior to the applicable ROFR Acceptance Deadline to exercise its right of first refusal with respect to a Sale Asset, within 60 days of the delivery of the ROFR Response, such ROFR Response shall be deemed to have been accepted by the Partnership and the applicable Group Member(s) shall enter into an agreement with one or more Valero Entities providing for the consummation of the Acquisition Proposal upon the terms set forth in the ROFR Response. Unless otherwise agreed between Valero and the Partnership, the terms of the purchase and sale agreement will include the following:

(i) a Valero Entity will agree to deliver the Offer Price in cash (unless Valero and the Partnership agree that such consideration will be paid, in whole or in part, in equity securities of Valero, an interest-bearing promissory note, or any combination thereof);

(ii) the applicable Group Member will represent that it has title to the Sale Asset that is sufficient to operate the Sale Asset in accordance with its intended and historical use, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the applicable Sale Asset, plus any other such matters as Valero may approve. If the Valero Entity desires to obtain any title insurance with respect to the Sale Asset, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and policy premium) shall be borne by Valero;

(iii) the applicable Group Member will grant to Valero the right, exercisable at Valero’ risk and expense prior to the delivery of the ROFR Response, to make such surveys, tests and inspections of the Sale Asset as Valero may deem desirable, so long as such surveys, tests or inspections do not damage the Sale Asset or interfere with the activities of the applicable Group Member;

(iv) Valero will have the right to terminate its obligation to purchase the Sale Asset under this Article 5 if the results of any title examination, survey, test or inspection under Section 5.2(b)(ii) or 5.2(b)(iii) above are, in the reasonable opinion of Valero, unsatisfactory;

(v) the closing date for the purchase of the Sale Asset shall occur no later than 180 days following receipt by the Partnership of the ROFR Response pursuant to Section 5.2(a);

(vi) the applicable Group Member and the applicable Valero Entities shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the consummation of any transactions contemplated by this Section 5.2(b), including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith;

(vii) the sale of any Sale Assets shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Sale Assets shall contain appropriate disclaimers; and

(viii) neither the Partnership Group nor Valero shall have any obligation to sell or buy the Sale Assets if any of the consents referred to in Section 5.1(b) has not been obtained.

(c) Valero and the Partnership shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third business day following the expiration of any required waiting periods under the HSR Act; provided, however, that such delay shall not exceed 60 days following the 180 days referred to in Section 5.2(b)(v) (the “ROFR Governmental Approval Deadline”) and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such ROFR Governmental Approval Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter the Group Member shall be free to consummate the Transfer to the Proposed Transferee, subject to Section 5.2(d)(ii).

(d) If the Transfer to the Proposed Transferee (i) in the case of a Transfer other than a Transfer permitted under Section 5.2(c), is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 180 days after the applicable ROFR

Acceptance Deadline and (B) three business days after the satisfaction of all governmental approval or filing requirements, if any, or (ii) in the case of a Transfer permitted under Section 5.2(c), is not consummated within the later of (A) 60 days after the ROFR Governmental Approval Deadline and (B) three business days after the satisfaction of all governmental approval or filing requirements, if any, then in each case the Acquisition Proposal shall be deemed to lapse, and the Group Member may not Transfer any of the Sale Assets described in the Disposition Notice without the Partnership complying again with the provisions of this Article 5 if and to the extent then applicable.

ARTICLE 6

Licenses of Marks

6.1 Grant of Valero License. Upon the terms and conditions set forth in this Article 6, VMSC hereby grants and conveys to the Partnership and each of the entities currently or hereafter comprising a part of the Partnership Group a nontransferable, nonexclusive, royalty-free, worldwide right and license (the “Valero License”) to use the trademarks and tradenames owned by VMSC listed on Schedule F (collectively, the “Valero Marks”).

6.2 Ownership and Quality of Valero Marks. The Partnership, on behalf of itself and the other Group Members, agrees that ownership of the Valero Marks and the goodwill relating thereto shall remain vested in Valero, as applicable, during the term of the Valero License and thereafter. The Partnership agrees, and agrees to cause the other Group Members, never to challenge, contest or question the validity of Valero’s ownership of the Valero Marks or any registration thereof by Valero. In connection with the use of the Valero Marks, the Partnership and any other Group Member shall not in any manner represent that they have any ownership in the Valero Marks or registration thereof. The Partnership, on behalf of itself and the other Group Members, acknowledges that the use of the Valero Marks by the Partnership or the other Group Members shall not create any right, title or interest in or to the Valero Marks, and all use of the Valero Marks by the Partnership or any other Group Member shall inure to the benefit of Valero, as applicable. The Partnership agrees, and agrees to cause the other Group Members, to use the Valero Marks, if at all, in accordance with such quality standards established by Valero and communicated to the Partnership Group from time to time. The Parties agree that the products and services offered by the Partnership as of the Closing Date are of a quality that is acceptable to Valero.

6.3 Termination. The Valero License shall terminate upon the termination of this Agreement pursuant to Section 8.5.

ARTICLE 7

Prefunding of Capital Expenditures

VTDC has previously contributed $3.5 million to the Partnership as prepayment for the completion of the projects set forth in Schedule G (the “Prefunded Projects”). The Partnership hereby agrees, in consideration of such contribution, that the Partnership will use its commercially reasonably efforts to complete, or cause the completion, of each Prefunded Project on or before such dates as shall be reasonably agreed by the Parties. The Parties acknowledge and agree that the Partnership will bear any costs and expenses associated with the completion of the Prefunded Projects in excess of $3.5 million.

ARTICLE 8

Miscellaneous

8.1 Confidentiality.

(a) Each Party shall hold, and shall cause their respective Affiliates and its and their directors, officers, employees, agents, consultants, advisors, and other representatives (collectively, “Representatives”) to hold all Confidential Information in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information and shall not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives.

(b) If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent legally permissible, provide notice to the providing Party before disclosing such Confidential Information. Upon receipt of such notice, the providing Party shall promptly either seek an appropriate protective order, waive the receiving Party’s confidentiality obligations hereunder to the extent necessary to permit the receiving Party to respond to the demand, or otherwise fully satisfy the subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this section, the receiving Party may disclose that portion of Confidential Information covered by the notice or demand.

(c) Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 8.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 8.1 and to enforce specifically the terms and provisions of this Section 8.1.

(d) Notwithstanding any other section hereof, to the extent permitted by applicable law, the provisions of this Section 8.1 shall survive the termination of this Agreement.

8.2 Choice of Law; Arbitration; Submission to Jurisdiction.

(a) This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

(b) The Parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by submission to binding arbitration in San Antonio, Texas, such arbitration to be conducted as follows: If the Parties cannot resolve any such dispute, controversy, or claim, then no earlier than 10 days following written notice to the other Parties, any Party may initiate binding arbitration by giving a notice of intent to arbitrate to the other Parties to such dispute, controversy, or claim. Valero, on behalf of the affected Valero Entities, and the General Partner, on behalf of the affected Group Members, will each select a single arbitrator within 15 days of the delivery of the notice of intent to arbitrate by any Party. The arbitrators must be attorneys familiar by training and experience with midstream operations, master limited partnerships and Texas law or otherwise specialized or skilled so as to be fit for the nature of the dispute. The two selected arbitrators shall select a third arbitrator who will serve as the chairman. In addition, the arbitrators must be impartial and independent of the parties to such dispute, controversy, or claim. If a Party is unable or unwilling to select an arbitrator within 15 days of the notice of intent to arbitrate, then the single selected arbitrator shall select the third arbitrator and those two arbitrators shall select the other Party’s arbitrator. The arbitration proceeding shall be governed by Texas law and shall be informal and expeditious and conducted in such manner as to result in a good faith resolution as soon as reasonably possible under the circumstances. A hearing, if one is desired by the arbitrators, shall be held in San Antonio, Texas, no later than 15 days after selection of all of the arbitrators. The arbitrators shall set the schedule and requirements for any further proceedings and move the arbitration to completion as soon as reasonably practicable. It is the intent of the Parties, subject to any agreement or ruling to the contrary, that they may present such evidence and witnesses as they may choose, with or without counsel. Adherence to formal rules of evidence shall not be required, but the arbitrators shall consider any evidence and testimony that they determine to be relevant, in accordance with procedures that they determine to be appropriate. Any award entered in the arbitration shall be made by a written opinion stating the reasons and basis for the award made and any payment due pursuant to the arbitration shall be made within 15 days of the arbitrators’ decision. The final decision of the arbitrators shall be binding on the Parties. Each Party shall bear its own costs and expenses of the arbitration; provided, however, that the costs of employing arbitrators shall be borne equally by each side.

(c) Any Party may bring any action or proceeding to enforce the final decision of the arbitrators exclusively in any federal or state courts located in Texas and each Party (i) irrevocably submits to the exclusive jurisdiction of such courts, (ii) waives any objection to laying venue in any such action or proceeding in such courts, (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it and (iv) agrees that, to the fullest extent permitted by law, service of process upon it may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 8.3. The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process in the State of Texas for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties.

8.3 Notice. All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by facsimile to such Party. Notice given by

personal delivery or mail shall be effective upon actual receipt. Notice given by facsimile shall be effective upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 8.3.

If to Valero:

Valero Energy Corporation

One Valero Way

San Antonio, Texas 78249

Attn: President

Facsimile: (210) 345-2413

If to any Group Member:

Valero Energy Partners LP

c/o Valero Energy Partners GP LLC, its general partner

One Valero Way

San Antonio, Texas 78249

Attn: President

Facsimile: (210) 370-5161

8.4 Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

8.5 Termination of Agreement. This Agreement, other than the provisions set forth in Article 2 and Article 8 hereof, may be terminated (a) by the written agreement of all of the Parties or (b) by Valero or the Partnership immediately upon a Partnership Change of Control by written notice given to the other Parties to this Agreement. For the avoidance of doubt, the Parties’ indemnification obligations under Article 2 shall, to the fullest extent permitted by law, survive the termination of this Agreement in accordance with their respective terms.

8.6 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

8.7 Assignment. No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties; provided, however, that the Partnership Group may make a collateral assignment of this Agreement solely to secure financing for the Partnership Group.

8.8 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document and shall be construed together and shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.

8.9 Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

8.10 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

8.11 Rights of Limited Partners. The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner or other interest holder of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

8.12 Amendment of Schedules. The Parties may amend and restate the Schedules at any time without otherwise amending or restating this Agreement by the execution by all of the Parties of an agreement in the form attached hereto as Exhibit A. The amended and restated Schedules attached to such executed agreement shall replace the prior Schedules as of the date of execution of such agreement and shall be incorporated by reference into this Agreement for all purposes.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement on, and effective as of, the date first written above.


VALERO ENERGY CORPORATION		VALERO MARKETING AND SUPPLY COMPANY

By:	/s/ Joseph W. Gorder	By:	/s/ Joseph W. Gorder
Name:	Joseph W. Gorder	Name:	Joseph W. Gorder
Title:	Chief Executive Officer and President	Title:	Chief Executive Officer and President

VALERO TERMINALING AND DISTRIBUTION COMPANY		THE PREMCOR REFINING GROUP INC.

By:	/s/ Joseph W. Gorder	By:	/s/ Joseph W. Gorder
Name:	Joseph W. Gorder	Name:	Joseph W. Gorder
Title:	Chief Executive Officer and President	Title:	Chief Executive Officer and President

THE PREMCOR PIPELINE CO.		VALERO ENERGY PARTNERS LP By: Valero Energy Partners GP LLC, its general partner

By:	/s/ Joseph W. Gorder	By:	/s/ Richard F. Lashway
Name:	Joseph W. Gorder	Name:	Richard F. Lashway
Title:	Chief Executive Officer and President	Title:	Chief Executive Officer and President

VALERO ENERGY PARTNERS GP LLC		VALERO PARTNERS OPERATING CO. LLC

By:	/s/ Richard F. Lashway	By:	/s/ Richard F. Lashway
Name:	Richard F. Lashway	Name:	Richard F. Lashway
Title:	President and Chief Operating Officer	Title:	President and Chief Operating Officer

VALERO PARTNERS EP, LLC		VALERO PARTNERS LUCAS, LLC

By:	/s/ Richard F. Lashway	By:	/s/ Richard F. Lashway
Name:	Richard F. Lashway	Name:	Richard F. Lashway
Title:	President and Chief Operating Officer	Title:	President and Chief Operating Officer

VALERO PARTNERS MEMPHIS, LLC		VALERO PARTNERS NORTH TEXAS, LLC

By:	/s/ Richard F. Lashway	By:	/s/ Richard F. Lashway
Name:	Richard F. Lashway	Name:	Richard F. Lashway
Title:	President and Chief Operating Officer	Title:	President and Chief Operating Officer

VALERO PARTNERS SOUTH TEXAS, LLC		VALERO PARTNERS WYNNEWOOD, LLC

By:	/s/ Richard F. Lashway	By:	/s/ Richard F. Lashway
Name:	Richard F. Lashway	Name:	Richard F. Lashway
Title:	President and Chief Operating Officer	Title:	President and Chief Operating Officer

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement on, and effective as of, the date first written above, solely for the purposes of (i) complying with Section 8.6 of the Original Agreement and (ii) acknowledging that it is no longer a Party hereto.


THE SHAMROCK PIPE LINE CORPORATION		VALERO PLAINS COMPANY LLC

By:	/s/ Joseph W. Gorder	By:	/s/ Joseph W. Gorder
Name:	Joseph W. Gorder	Name:	Joseph W. Gorder
Title:	Chief Executive Officer and President	Title:	Chief Executive Officer and President

Schedule A

Environmental Matters for which Valero will Indemnify Group Members

Notwithstanding any other provision in this Agreement to the contrary, and subject to the conditions set forth below:

(a) Valero shall indemnify the Partnership Group for the remediation of, other corrective actions required with respect to, and other Losses (if any) arising out of any Hazardous Substances on, under, about or migrating from the Lucas Terminal or the West Memphis Terminal prior to December 16, 2013 (collectively, “Existing Contamination Liabilities”) with respect to which Valero, prior to December 16, 2013 (i) received indemnification from a third party pursuant to a written agreement (an “Indemnification Agreement”), or (ii) placed a third party on notice that Valero believes such third party is legally liable (whether such liability arises by contract, statute, common law or otherwise); provided that such indemnification of the Partnership by Valero shall apply only if and to the extent that Valero is actually able to secure payment or performance by the third party with respect to the Existing Contamination Liabilities; and

(b) As between Valero and the Partnership Group, Valero shall retain responsibility for Existing Contamination Liabilities to the extent, and only to the extent that Valero is actually able to secure payment or performance by a third party with respect to the Existing Contamination Liabilities as provided in paragraph (a) above.

The obligations of Valero under paragraphs (a) and (b) above are subject to the satisfaction of each of the following conditions, the failure of any one or more of which shall excuse Valero from its obligations, to the extent it is prejudiced thereby:

(i) The Partnership Group shall fully cooperate with Valero and its designees in facilitating any remediation or other corrective action activities at the Lucas Terminal or West Memphis Terminal, as applicable, and in seeking to recover from third parties for any Existing Contamination Liabilities;

(ii) The Partnership Group shall comply with all applicable requirements of any Indemnification Agreement that requires the cooperation or involvement of the owner of the Lucas Terminal or the West Memphis Terminal, as applicable, including any notifications or filings that must be made by the owner of the Lucas Terminal or the West Memphis Terminal, as applicable; provided that the Partnership Group has been made aware of the relevant requirements in such Indemnification Agreement; and

(iii) No member of the Partnership Group shall take any actions or omit to act in any manner that would (1) violate or cause a violation of any of Valero’s obligations,

Schedule A – Page 1

or a waiver or release of any third party’s obligations, under any Indemnification Agreement, or (2) otherwise relieve a third party of any of its legal obligations; in each case provided that the Partnership Group has been made aware of the relevant obligations.

Schedule A – Page 2

Schedule B

Other Indemnification

None.

Schedule B – Page 1

Schedule C

General and Administrative Services

Administrative Fee

$9,252,500 per year

The Administrative Fee for the remainder of the 2014 fiscal year will be prorated based on the number of days from the date of this Agreement to December 31, 2014.

General and Administrative Services

Ad Valorem Tax Services

Accounting Services, including:

•

Accounting Governance

•

Corporate Accounting

•

Internal and External Reporting

•

Federal income tax services

•

Operations Accounting

•

State and local tax services

•

Transactional tax services

Business Development

Corporate Aviation and Travel Services

Corporate Communications and Public Relations

Corporate Development

Data Processing and Information Technology Services

Engineering and Project Management

Executive Oversight

Financial Accounting and Reporting

Foreign Trade Zone Reporting and Accounting (if applicable)

Governmental Affairs

Group Accounting

Health, Safety & Environmental Services

Human Resources Services

Internal Audit

Legal, including:

•

Acquisitions & Divestitures

•

Commercial

•

Corporate

•

Environmental

•

Labor & Employment

Schedule C – Page 1

•

Litigation support

•

Procurement / General Contracting

•

Regulatory

•

Tariff Maintenance

Office Services, including:

•

Clinic

•

Health Club

•

Mail Center/ Mail Services

•

Office Space including building maintenance

•

Security

Pipeline Control Center services*

Purchasing / Supply Chain Management

Records Management

Real Estate Management

Risk and Claims Management Services

Shareholder and Investor Relations

Treasury & Banking, including:

•

Finance Services

•

Cash Management

•

Credit Services

When performing operational services with respect to Partnership facilities, personnel working in the Pipeline Control Center shall act at the direction of, and be subject to exclusive supervision by, the General Partner (acting in its capacity as the general partner of, and on behalf of, the Partnership)

Schedule C – Page 2

Schedule D

ROFO Assets

Set forth below is a list of each ROFO Asset and the corresponding ROFO Asset Owner. Please refer to the Registration Statement for a further description of each ROFO Asset.


ROFO Asset		ROFO Asset Owner

Parkway Products Pipeline*		Valero Terminaling and Distribution Company

Hartford Crude Terminal		The Premcor Refining Group Inc.

Fannett Storage Facility		The Premcor Pipeline Co.

As described in the Registration Statement, the Parkway Products Pipeline is owned by a 50/50 joint venture between Valero Terminaling and Distribution Company and Kinder Morgan. The right of first offer granted in Section 4.1 applies only to Valero Terminaling and Distribution Company’s 50% interest.

Schedule D – Page 1

Schedule E

Certain ROFR Assets

Set forth below is a list of each ROFR Asset and the corresponding ROFR Asset Owner.


ROFR Asset		ROFR Asset Owner

McKee Products System*†		Valero Partners EP, LLC

Memphis truck rack*		Valero Partners Memphis, LLC

Lucas Crude System*		Valero Partners Lucas, LLC

McKee Crude System**		Valero Partners North Texas, LLC

Three Rivers Crude System**		Valero Partners South Texas, LLC

Wynnewood Products System**		Valero Partners Wynnewood, LLC

*	Please refer to the Registration Statement for a further description of each such ROFR Asset.

Please refer to the Purchase and Sale Agreement, dated as of July 1, 2014, by and among The Shamrock Pipe Line Corporation, Valero Plains Company LLC, VTDC, Valero Partners North Texas, LLC, Valero Partners South Texas, LLC and OLLC for a further description of the McKee Crude System and the Three Rivers Crude System. The Wynnewood Products System means the assets and operations of Valero Partners Wynnewood, LLC as of the Closing Date with respect to such Purchase and Sale Agreement.

†	As described in the Registration Statement, Valero Partners EP, LLC owns a 33¹⁄₃% undivided interest in the McKee Products System, and the remainder of the system is owned by NuStar. The right of first refusal granted in Section 5.1 applies only to Valero Partners EP, LLC’s 33¹⁄₃% interest.

Schedule E – Page 1

Schedule F

Valero Marks

Depiction

Mark

Goods/Services

Status

Application
Number

Reg.
Number

Reg.
Date

Applicant

LOGO

V Valero
Energy
Partners
LP &
Design

Storage, distribution, transportation, shipping and delivery of oil, products derived from oil, renewable fuels such as ethanol and bio-diesel, and other hydrocarbon-based products via pipelines, trucks, railcars, and marine vessels (IC 39)

Application
– Intent to
Use, filing
date August 9,
2013

Serial
Number
86033483

Pending

Valero
Energy
Partners
GP LLC

VALERO

VALERO
(word
mark)

Application
– Use in
commerce,
filing date
August 1, 2013

Serial
Number
86026506

4494828

3/11/14

Valero
Marketing
and Supply
Company

Schedule F – Page 1

Depiction

Mark

Goods/Services

Status

Application
Number

Reg.
Number

Reg.
Date

Applicant

LOGO

V Valero
& Design

Application
– Use in
commerce,
filing date
August 7,
2013

Serial
Number
86031469

4494933

3/11/14

Valero
Marketing
and Supply
Company

LOGO

V & Design

Application
– Use in
commerce,
filing date
August 5,
2013

Serial
Number
86028938

4494906

3/11/14

Valero
Marketing
and Supply
Company

Schedule F – Page 2

Schedule G

Prefunded Projects

Install new meters and line balance on Collierville crude pipeline

Install New Tank Mixers on Tanks 78 & 79 at Collierville

Collierville to Memphis P/L Guard Rails

Collierville Pipeline Integration

Lucas Tank Mixer Upgrades

Lucas Terminal Spare Motor

Lucas Install tank overfill protection

Memphis Truck Rack Additive Blending Install

Memphis Truck Rack Upgrade Oil/Water Separator

Memphis SCADA Network Integration

West Memphis Barge Additive Injection System

West Memphis Install Lab Building

West Memphis Install concrete under barge and receipt manifolds

West Memphis Tank Level Integration

Install debris deflector on Shorthorn pipeline at MM5

Schedule G – Page 1

Schedule H

Transaction Agreements and Applicable Terms

1.	Contribution, Conveyance and Assumption Agreement, dated as of December 16, 2013, by and among the General Partner, the Partnership, Valero, OLLC, VTDC, Premcor Pipeline, Premcor Refining and Valero Refining Company-Tennessee, L.L.C.


Closing Date	Identification Deadline		Environmental De Minimis Loss		Environmental Deductible		Right-of-Way Deductible		Other Losses Deductible
December 16, 2013		December 16, 2018	$	10,000	$	100,000	$	200,000	$	200,000

2.	Purchase and Sale Agreement, dated as of July 1, 2014, by and among The Shamrock Pipe Line Corporation, Valero Plains Company LLC, VTDC, Valero Partners North Texas, LLC, Valero Partners South Texas, LLC and Valero Partners Operating Co. LLC.


Closing Date	Identification Deadline		Environmental De Minimis Loss		Environmental Deductible		Right-of-Way Deductible		Other Losses Deductible
July1, 2014		July 1, 2019	$	10,000	$	100,000	$	200,000	$	200,000

Schedule H – Page 1

Exhibit A

Form of Cover Page for Amendment and Restatement of

Schedules to Amended and Restated Omnibus Agreement

An Amended and Restated Omnibus Agreement was executed as of July 1, 2014 (the “Amended and Restated Omnibus Agreement”), among Valero Energy Corporation, Valero Marketing and Supply Company, Valero Partners Memphis, LLC, Valero Terminaling and Distribution Company, The Premcor Refining Group Inc. The Premcor Pipeline Co., Valero Energy Partners LP, Valero Energy Partners GP LLC, Valero Partners Operating Co. LLC, Valero Partners EP, LLC, Valero Partners Lucas, LLC, Valero Partners North Texas, LLC, Valero Partners South Texas, LLC and Valero Partners Wynnewood, LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Amended and Restated Omnibus Agreement.

The Parties agree that, as of the date hereof, the Schedules are hereby amended and restated in their entirety to be as attached hereto. Pursuant to Section 8.12 of the Amended and Restated Omnibus Agreement, such amended and restated Schedules shall replace the prior Schedules as of the date hereof and shall be incorporated by reference into the Amended and Restated Omnibus Agreement for all purposes. As amended hereby, the Amended and Restated Omnibus Agreement is hereby ratified and affirmed and shall continue in full force and effect.

[Remainder of page intentionally left blank.]

Exhibit A – Page 1

Exhibit 10.3

AMENDMENT NUMBER ONE TO

SERVICES AND SECONDMENT AGREEMENT

This Amendment Number One to Services and Secondment Agreement (this “Amendment”) is entered into on, and effective as of, July 1, 2014, 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.”

RECITALS:

1. The Parties executed that certain Services and Secondment Agreement dated December 16, 2013 (the “Original Agreement”).

2. Pursuant to the Original Agreement, the Operators seconded to GP the personnel necessary to perform the maintenance and operational functions with respect to transportation and logistics assets (including crude oil and refined petroleum products pipelines and terminals) owned by the Partnership.

3. Pursuant to that certain Sale and Purchase Agreement of even date herewith (the “Purchase Agreement”), the Partnership, through various of its subsidiaries, is acquiring additional transportation and logistics assets (the “New Assets”).

4. The Parties desire to amend the Original Agreement to provide for the secondment by the Operators to GP of the personnel needed to perform the maintenance and operational functions with respect to the New Assets.

In consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS; INTERPRETATION

1.1 Definitions and Interpretation. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Agreement, and the rules of interpretation set forth in Section 1.2 of the Original Agreement shall apply with equal force hereto.

1.2 Legal Representation of Parties. This Amendment was negotiated by the Parties with the benefit of legal representation, and any rule of construction or interpretation requiring this Amendment to be construed or interpreted against any Party merely because such Party drafted all or a part of such Amendment will not apply to any construction or interpretation hereof or thereof.

1.3 Titles and Headings. Section titles and headings in this Amendment are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Amendment.

ARTICLE 2

AMENDMENT

The Original Agreement is hereby amended as follows:

2.1 Definitions. The following terms, when used in the Agreement shall have the following respective meanings, unless context clearly requires otherwise:

“Assets” means the assets of the Partnership Entities set forth in Exhibit A, as the same may be amended, supplemented or restated from time to time in accordance with the provisions hereof.

“Omnibus Agreement” means that certain Amended and Restated Omnibus Agreement dated July 1, 2014, among Valero Energy Corporation, a Delaware corporation, Valero Marketing and Supply Company, a Delaware corporation, Valero Terminaling and Distribution Company, a Delaware corporation, The Premcor Refining Group Inc., a Delaware corporation, The Premcor Pipeline Co., a Delaware corporation, Valero Energy Partners LP, a Delaware limited partnership, Valero Energy Partners GP LLC, a Delaware limited liability company, Valero Partners Operating Co. LLC, a Delaware limited liability company, 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 Partners North Texas, LLC, a Delaware limited liability company, Valero Partners South Texas, LLC, a Delaware limited liability company, and Valero Partners Wynnewood, LLC, a Delaware limited liability company.

2.2 Amendment to Section 2.1. The first sentence of Section 2.1 of the Agreement is amended and restated to read as follows:

“Subject to the terms of this Agreement, the Operators agree to second the Seconded Employees to GP, and GP agrees to accept the Secondment of the Seconded Employees, for the purpose of performing the operational and maintenance activities that are described in Exhibit B (the “Operational Services”) which relate to those Assets set forth on Exhibit A (including the Secondment of such Seconded Employees as are needed to provide the Operational Services related to the Assets).”

2.3 Exhibits. Exhibit A to the Original Agreement is hereby amended to add to the list of Assets therein all of the New Assets set forth in Exhibit A to this Amendment.

ARTICLE 3

GENERAL PROVISIONS

3.1 Accuracy of Recitals. The paragraphs contained in the recitals to this Amendment are incorporated in this Amendment by this reference, and the Parties to this Amendment acknowledge the accuracy thereof.

3.2 Binding Effect. This Amendment will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

3.3 Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which together shall constitute one and the same instrument. Each Party may execute this Amendment by signing any such counterpart.

3.4 Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with and governed by, the laws of the State of Texas, excluding its conflicts of laws principles that would apply the laws of another jurisdiction. The Parties submit to the exclusive jurisdiction of the courts of competent jurisdiction situated in Bexar County, Texas, for the resolution of any disputes arising hereunder.

3.5 Signatories Duly Authorized. Each of the signatories to this Amendment represents that he or she is duly authorized to execute this Amendment on behalf of the Party for which he is signing, and that such signature is sufficient to bind the Party purportedly represented.

[Signature page follows]

IN WITNESS HEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives on the date herein above mentioned.


Valero Services, Inc.

By:		/s/ Joseph W. Gorder
Name:		Joseph W. Gorder
Title:		Chief Executive Officer and President

Valero Refining Company-Tennessee, L.L.C.

By:		/s/ Joseph W. Gorder
Name:		Joseph W. Gorder
Title:		Chief Executive Officer and President

Valero Energy Partners GP LLC

By:		/s/ Richard F. Lashway
Name:		Richard F. Lashway
Title:		President and Chief Operating Officer

Signature Page to Amendment Number One to Services and Secondment Agreement

EXHIBIT A

Amendment Number One to Services and Secondment Agreement

New Assets

In addition to those Assets identified in Exhibit A to the Original Agreement, the Assets shall also include all above and below-ground equipment, facilities and improvements owned (in whole or in part) or leased by any Partnership Entities, or with respect to which any of the Partnership Entities have the right and/or obligation to operate and/or maintain, at each of the following office, terminal or truckhaul (as applicable) locations and comprising each of the following pipeline systems:


Offices, Terminals and Truckhauls

Wynnewood System:

Wynnewood Terminal		Murray County, Oklahoma

Three Rivers Crude System:

CR 422 Crude Oil Terminal		Live Oak County, Texas

Three Rivers Pipeline Office		Live Oak County, Texas

Three Rivers Meter Site		Live Oak County, Texas

McKee Crude System:

Clawson Station		Hansford County, Texas

Coble Station		Hutchinson County, Texas

Farnsworth Station		Ochiltree County, Texas

Follett Station		Lipscomb County, Texas

Frass Station		Lipscomb County, Texas

Glazier Station		Lipscomb County, Texas

Gruver Station		Hansford County, Texas

Hitchland Station		Hansford County, Texas

Hooker Station		Texas County, Oklahoma

McKee Station		Moore County, Texas

A-1



McKee Valve & Meter Site and 8” Pipeline		Moore County, Texas

Merten Station		Gray County, Texas

Perryton Office & Pipe Yard		Ochiltree County, Texas

Perryton Station (Nos. 1, 2, 3 and 4)		Ochiltree County, Texas

Piper Station (#1,2 and 3)		Lipscomb County, Texas

Sunray Pump Station		Sherman County, Texas

Tubbs Station		Lipscomb County, Texas

Turpin Terminal		Beaver County, Oklahoma

Waka Station		Ochiltree County, Texas

Pipeline Systems

Wynnewood System:

Wynnewood Pipeline. A twelve inch (12”) nominal diameter pipeline, approximately 30 miles in length, originating at the Valero Ardmore Refinery in Carter County, Oklahoma and terminating at the Valero Wynnewood Terminal in Murray County, Oklahoma

Three Rivers Crude System:

CR 422—Valero Ref #1-12. A twelve inch (12”) nominal diameter pipeline, approximately 3,225 feet / 0.61 miles in length, originating at the Valero CR 422 crude oil facility and terminating the Valero Three Rivers Refinery in Live Oak County, Texas.

McKee Crude System:

Tubbs 4” – A four inch (4”) nominal diameter pipeline, approximately 73,081 feet / 13.84 miles in length, originating at The Shamrock Pipe Line Corporation’s Tubbs Station in Lipscomb County, Texas and terminating at The Shamrock Pipe Line Corporation’s Tubbs /Citizens scrapper trap site in Lipscomb County, Texas.

Citizens 6” – A six inch (6”) nominal diameter pipeline, approximately 48,762 feet / 9.24 miles in length, originating at The Shamrock Pipe Line Corporation’s Tubbs/Citizens scrapper trap site in Lipscomb County, Texas and terminating at The Shamrock Pipe Line Corporation’s Piper Station in Lipscomb County, Texas.

A-2

Lipscomb 6” – A six inch (6”) nominal diameter pipeline, approximately 258,838 feet / 49.02 miles in length, originating at Frass Station in Lipscomb County, Texas and terminating at The Shamrock Pipe Line Corporation’s Perryton Station in Ochiltree County, Texas.

Perryton-Waka 10” – A ten inch (10”) nominal diameter pipeline, approximately 80,135 feet / 15.18 miles in length, originating at The Shamrock Pipe Line Corporation’s Perryton Station in Ochiltree County, Texas and terminating at The Shamrock Pipe Line Corporation’s Waka Station in Ochiltree County, Texas.

Perryton-Waka 6” – A six inch (6”) nominal diameter pipeline, approximately 80,657 feet / 15.28 miles in length, originating at The Shamrock Pipe Line Corporation’s Perryton Station in Ochiltree County, Texas and terminating at The Shamrock Pipe Line Corporation’s Waka Station in Ochiltree County, Texas.

Waka-Gruver 8” – An eight inch (8”) nominal diameter pipeline, approximately 133,047 feet / 25.19 miles in length, originating at The Shamrock Pipe Line Corporation’s Waka Station in Ochiltree County, Texas and terminating at The Shamrock Pipe Line Corporation’s Gruver Station in Hansford County, Texas.

Gruver-Clawson 8” – An eight inch (8”) nominal diameter pipeline, approximately 1,497 feet / 0.28 miles in length, originating at The Shamrock Pipe Line Corporation’s Gruver Station in Hansford County, Texas and terminating at NuStar Logistics, L.P.’s Clawson Station in Hansford County, Texas.

Clawson-Gruver 6” – A six inch (6”) nominal diameter pipeline, approximately 1,069 feet / 0.20 miles in length, originating at NuStar Logistics, L.P.’s Clawson Station in Hansford County, Texas and terminating at The Shamrock Pipe Line Corporation’s Gruver Station in Hansford County, Texas.

Turpin-Gruver 6” – A six inch (6”) nominal diameter pipeline, approximately 304,313 feet / 57.64 miles in length, originating at Valero Plains Company LLC’s Turpin Terminal in Beaver County, Oklahoma and terminating at The Shamrock Pipe Line Corporation’s Gruver Station in Hansford County, Texas.

Gruver-McKee 6” – A six inch (6”) nominal diameter pipeline, approximately 157,609 feet / 29.85 miles in length, originating at The Shamrock Pipe Line Corporation’s Gruver Station in Hansford County, Texas and terminating at The Shamrock Pipe Line Corporation’s McKee scrapper trap site in Moore County, Texas.

McKee – McKee Refinery 8” – An eight inch (8”) nominal diameter pipeline, approximately 4,747 feet / 0.90 miles in length, originating at The Shamrock Pipe Line Corporation’s McKee scrapper trap site in Moore County, Texas and terminating at the Valero McKee Refinery in Moore County, Texas.

A-3

Turpin 6” (Hansford County, TX)– A six inch (6”) nominal diameter pipeline, approximately 5,899 feet / 1.12 miles in length, originating west of SH 15 in Hansford County, Texas and terminating south of FM 1262 in Hansford County, Texas.

Turpin 6” (Moore County, TX) – A six inch (6”) nominal diameter pipeline, approximately 5,280 feet / 1.0 miles in length, originating at The Shamrock Pipe Line Corporation’s McKee scrapper trap site in Moore County, Texas and terminating at the Valero McKee Refinery in Moore County, Texas.

Reference may be had to the Purchase Agreement and the deeds and other instruments executed and delivered in accordance therewith for more detailed descriptions of the above-referenced New Assets.

Other included assets:

Without limiting the generality of the foregoing, the Assets expressly include all of the following located at or comprising any part of the above facilities, to the extent owned, leased or otherwise under the control of any Partnership Entity:

Piping

Pumps

Valves

Fittings

Interconnects

Lease automatic custody transfer (LACT) units

Metering equipment and associated equipment

Cathodic protection equipment

Fire suppression equipment

Tanks / tank roofs

Tank dikes and foundations

Truck racks and associated equipment

Vapor recovery equipment

Buildings and improvements, and all fixtures, furnishings and equipment therein

Security equipment, including fences and gates

Drives, walks and parking areas

Signage

Utilities infrastructure

Environmental monitoring and remediation equipment

SCADA equipment

A-4

Exhibit 10.6

TRANSPORTATION SERVICES SCHEDULE

(McKee Crude System)

This Transportation Services Schedule (this “Schedule”) is entered into on the 1^st 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.

1. Term. This Schedule shall have a primary term commencing on the Effective Date and ending 10 years from the Effective Date (the “Initial Term”), and may be renewed by Shipper, at Shipper’s sole option, for one successive 5 year renewal term (a “Renewal Term”), upon at least 180 Days’ written Notice from Shipper to Carrier prior to the end of the Initial Term. The Initial Term and Renewal Term, if any, shall be referred to in this Schedule as the “Term”.

2. Pipeline. The pipelines (individually, a “Pipeline” and collectively, the “Pipelines”) and related facilities (such facilities, together with the Pipelines, the “Pipeline System”) covered by this Schedule is the McKee Crude Pipeline System that runs from the inlet flange of the receiving facilities on the Pipeline System (each, an “Origin Point”) and terminates at the outlet flange of Carrier’s back pressure regulator for the Pipeline System located within the fence line of the Refinery (as defined below) (the “Delivery Point”) and consists of the following segments:

(a) A four inch (4”) nominal diameter pipeline, approximately 73,081 feet / 13.84 miles in length, originating at Valero Partners North Texas, LLC’s Tubbs Station in Lipscomb County, Texas and terminating at Valero Partners North Texas, LLC’s Tubbs /Citizens scrapper trap site in Lipscomb County, Texas.

(b) A six inch (6”) nominal diameter pipeline, approximately 48,762 feet / 9.24 miles in length, originating at Valero Partners North Texas, LLC’s Tubbs/Citizens scrapper trap site in Lipscomb County, Texas and terminating at Valero Partners North Texas, LLC’s Piper Station in Lipscomb County, Texas.

(c) A six inch (6”) nominal diameter pipeline, approximately 258,838 feet / 49.02 miles in length, originating at Frass Station in Lipscomb County, Texas and terminating at Valero Partners North Texas, LLC’s Perryton Station in Ochiltree County, Texas.

(d) A ten inch (10”) nominal diameter pipeline, approximately 80,135 feet / 15.18 miles in length, originating at Valero Partners North Texas, LLC’s Perryton Station in Ochiltree County, Texas and terminating at Valero Partners North Texas, LLC’s Waka Station in Ochiltree County, Texas.

(e) A six inch (6”) nominal diameter pipeline, approximately 80,657 feet / 15.28 miles in length, originating at Valero Partners North Texas, LLC’s Perryton Station in Ochiltree County, Texas and terminating at Valero Partners North Texas, LLC’s Waka Station in Ochiltree County, Texas.

(f) An eight inch (8”) nominal diameter pipeline, approximately 133,047 feet / 25.19 miles in length, originating at Valero Partners North Texas, LLC’s Waka Station in Ochiltree County, Texas and terminating at Valero Partners North Texas, LLC’s Gruver Station in Hansford County, Texas.

(g) An eight inch (8”) nominal diameter pipeline, approximately 1,497 feet / 0.28 miles in length, originating at Valero Partners North Texas, LLC’s Gruver Station in Hansford County, Texas and terminating at NuStar Logistics, L.P.’s (“NuStar”) Clawson Station in Hansford County, Texas (“NuStar Clawson Station”).

(h) A six inch (6”) nominal diameter pipeline, approximately 304,313 feet / 57.64 miles in length, originating at Valero Partners North Texas, LLC’s Turpin Terminal in Beaver County, Oklahoma and terminating at Valero Partners North Texas, LLC’s Gruver Station in Hansford County, Texas.

(i) A six inch (6”) nominal diameter pipeline, approximately 157,609 feet / 29.85 miles in length, originating at Valero Partners North Texas, LLC’s Gruver Station in Hansford County, Texas and terminating at Valero Partners North Texas, LLC’s McKee scrapper trap site in Moore County, Texas.

(j) An eight inch (8”) nominal diameter pipeline, approximately 4,747 feet / 0.90 miles in length, originating at Valero Partners North Texas, LLC’s McKee scrapper trap site in Moore County, Texas and terminating at the Valero McKee Refinery in Moore County, Texas.

3. Refinery. The refinery that is supported by the Pipeline is Shipper’s Affiliate’s McKee Refinery in Moore County, Texas (the “Refinery”).

4. Product. The products to be transported and shipped on the Pipeline System under this Schedule (each, a “Product” and collectively, the “Products”) are those products permissible as established by Carrier’s Affiliate’s Tariff (as defined below).

5. Specifications. Shipper will ensure that all of its Products tendered at the Origin Point for transportation on the Pipeline System meet the applicable specifications for the Product as set forth in the Tariff (as defined below) (the “Specifications”).

6. Tariff Rate. For transportation services on the Pipeline System, Shipper agrees to pay Carrier the Tariff Rate (as defined below) subject to escalation pursuant to Section 8; provided that for any Product delivered through the Pipeline System to the NuStar Clawson Station and then through NuStar’s Clawson Pipeline that runs from the NuStar Clawson Station to the Refinery (the “NuStar Clawson Pipeline”) the Tariff Rate shall be reduced by an amount equal to the tariff rate applicable from time to time for the shipment of Product through the NuStar Clawson Pipeline (“Clawson Tariff Rate”) under the terms of the NuStar Clawson Tariff (as defined below). For purposes of this Schedule and the Agreement the term “Tariff Rate” means collectively, (i) the rate applicable from time to time for the shipment of Product on the segments of the Pipeline System described in Section 2(a) through 2(g) hereof (the “Lipscomb to Gruver Pipeline”) under the terms of the Tariff (as defined below) which, as of the Effective Date, shall be $0.755 per Barrel of Product transported from any of the Origin Points on the Lipscomb to Gruver Pipeline to the

Delivery Point, adjusted from time to time as provided in Section 8; and (ii) the transportation rate applicable from time to time for the shipment of Product on the segment of the Pipeline System described in Section 2(h), (i) and (j) hereof (the “Turpin to McKee Pipeline”), which, as of the Effective Date, shall be $0.755 per Barrel of Product transported from any of the Origin Points on the Turpin to McKee Pipeline to the Delivery Point, adjusted from time to time as provided in Section 8. For purpose of this Schedule and the Agreement, the term “Tariff” shall mean Carrier’s Affiliate’s Local Pipeline Tariff, RRC No. 1.1.0 to be filed with Railroad Commission of Texas (“RRC”) to be effective on the Effective Date, in the form set forth in Exhibit A attached hereto, including all supplements and re-issues thereof, containing the rates, rules and regulations governing the transportation and handling of the Product(s) on the Lipscomb to Gruver Pipeline. For purpose of this Schedule and the Agreement, the term “NuStar Clawson Tariff” shall mean NuStar’s Local Pipeline Tariff FERC No. 75.8.0, as may be amended, modified or supplemented by NuStar from time to time.

7. Pipeline Throughput Commitment. During each Calendar Quarter pursuant to the terms and conditions of this Schedule and the Tariff, Shipper shall tender at any of the Origin Points an aggregate average of at least 50,000 Barrels per Day of Product for transportation on the Pipeline System, in approximately ratable quantities (such average, the “Minimum Quarterly Commitment”) to the Delivery Point, or in the case of Product delivered via the NuStar Clawson Pipeline, to the NuStar Clawson Station for transportation on NuStar Clawson Pipeline to the NuStar delivery point (which is the upstream flange of the receipt header at the Refinery), and Carrier shall transport and ship or cause to be transported and shipped such Product on the Pipelines in accordance with the terms of this Schedule and the Tariff. Except as expressly provided in the Agreement for an Outage, a Carrier Force Majeure or a Shipper Force Majeure, if during any Calendar Quarter, Shipper fails to meet its Minimum Quarterly Commitment during such Calendar Quarter (a “Deficiency”), then Shipper will pay Carrier a deficiency payment (each, a “Quarterly Deficiency Payment”) in an amount equal to the volume of the deficiency (the “Quarterly Deficiency Volume”) multiplied by the Tariff Rate in effect for the relevant Calendar Quarter. In the event of a Deficiency for purposes of calculating the Quarterly Deficiency Payment, the Minimum Quarterly Commitment shall be deemed to require no less than 25,000 Barrels per Day of Product to have been shipped on the Pipeline System to the Delivery Point, and the Tariff Rate to be applied (where the Clawson Tariff Rate is not subtracted from the Tariff Rate for volumes transported to the Refinery via the Pipeline System and the Clawson Tariff Rate is subtracted from the Tariff Rate for volumes transported to the Refinery via the NuStar Clawson Pipeline) shall be based on a minimum volume of no less than 25,000 Barrels per Day of Product to be shipped on the Pipeline System to the Delivery Point. The dollar amount of any Quarterly Deficiency Payment paid by Shipper may be applied as a credit against any amounts incurred by Shipper and owed to Carrier with respect to volumes of Product tendered at any of the Origin Points in excess of the Shipper’s Minimum Quarterly Commitment (or, if this Schedule expires or is terminated, to volumes tendered to the Origin Points in excess of the applicable Minimum Quarterly Commitment in effect as of the date of such expiration or termination) (such excess volume during any Calendar Quarter is referred to in this Section as the “Quarterly Surplus Volume”) during any of the succeeding four Calendar Quarters, after which time any unused credits will expire. This Section 7 shall survive the expiration or termination of this Schedule, if necessary for the application of any Quarterly Deficiency Payment against any Quarterly Surplus Volume as set forth herein. Carrier shall provide transportation services to Shipper in excess of the Minimum Quarterly Commitment on an “as available” basis, and any use of such excess capacity shall be subject to the Tariff Rate in effect at the time of the tender.

8. Escalation. On July 1, 2015, and on July 1^st of each year thereafter while this Schedule is in effect, Carrier may, in its discretion, adjust the Tariff Rate, which adjustment shall be effective as of July 1^st of the year in which such election is made, in accordance with FERC’s indexing methodology. If FERC terminates its indexing methodology and does not adopt a new methodology, the Parties shall negotiate in good faith a methodology for adjusting the Tariff Rate under this Schedule.

9. System Tanks. Carrier shall furnish as part of its services under this Schedule, and Shipper shall have the right to use the tanks and related facilities (the “Pipeline System Tanks”) along the Pipeline System for storage in connection the movements of Shipper’s Product on the Pipeline System. Pipeline System Tank approximate volumes and locations are one 30,000 shell barrel tank at the Turpin Terminal in Beaver County, Oklahoma, two 55,000 shell barrel tanks each in Perryton Station in Lipscomb County, Texas, and one 25,000 shell barrel tank at Piper Station in Lipscomb County, Texas (the “Terminals”). The use of the Pipeline System Tanks and the services at the Terminals shall be in accordance with the following additional terms.

(a) Carrier’s Obligation to Maintain. Carrier agrees to maintain and keep the Pipeline System Tanks in good condition (ordinary wear and tear excepted) according to Law and industry standards.

(b) Use of the Pipeline System Tanks. Shipper agrees to deliver to the Pipeline System Tanks for storage of the Shipper’s Product specified in this Schedule, and Shipper shall be responsible for any damage to the Pipeline System Tanks if and to the extent caused by the storage in the Pipeline System Tanks of any Shipper’s Product which (i) is not expressly authorized under the terms hereof or (ii) contains any contaminant introduced into Shipper’s Product prior to Carrier taking custody of such Product.

(c) Excluded Turpin Tanks. Shipper acknowledges that there is one 40,000 shell barrel tank, two 10,000 shell barrel tanks and two 3,000 shell barrel tanks at the Turpin Terminal not currently being used for Shipper’s Product. These tanks are excluded from the Pipeline System Tanks and Carrier maintains the right to use all or portion of these tanks.

(d) Commingled Storage. Carrier is not required to store Shipper’s Products in dedicated storage at the Terminal. Each Product may be stored in commingled storage with a product belonging to another Person; provided, however, that any product belonging to another Person and commingled with a Product belonging to Shipper shall meet or exceed the Specifications.

(e) Tank Bottoms. Shipper will provide a pro rata share of the tank bottoms (including, if applicable the amount of Product required for a floating roof to remain continuously afloat) and a pro rata share of line fill for Product at the Terminal. Shipper’s pro rata share will be determined by Carrier and is subject to change.

(f) Maintenance and Cleaning of Pipeline System Tanks. During the Term of this Schedule, Carrier may take out of service any tank in order to perform inspections,

maintenance, or repairs. If such tank is taken out of service Carrier, at Carrier’s option, may move Shipper’s Product to an alternate tank while the original tank is out of service. Shipper will reimburse Carrier the actual costs incurred for cleaning the Pipeline System Tanks and disposal of any waste generated from the storage of Shipper’s Products at the Terminals.

(g) Removal upon Termination. Shipper, at its own expense, shall make arrangements for the removal of its Products from the Terminal and Carrier shall remove and redeliver Shipper’s Products no later than the later of (1) the effective date of the termination or expiration of this Schedule and (2) 10 Days after receipt of Notice to terminate this Schedule in accordance with its terms, provided that Carrier may, in its sole discretion, agree in writing to extend the time for such removal (the later such date being referred to as the “Removal Deadline”). Shipper shall reimburse Carrier for any expenses incurred by Carrier in removing Shipper’s Products from the Terminal, including any expenses incurred by Carrier for cleaning, degassing or otherwise preparing the Pipeline System Tank(s) and the removal, processing, transportation or disposal of all waste generated from the storage of Shipper’s Products at the Terminal. If by the Removal Deadline Shipper’s Product has not been removed from the Terminal, except to the extent any delay in removal is caused by Carrier, then in addition to any other rights Carrier may have under this Schedule:

(i) Shipper shall remain obligated to perform all of the terms and conditions set forth in this Schedule;

(ii) Carrier shall have the right to take possession of such Products and sell them in public or private sales. In the event of such a sale, Carrier shall withhold from the proceeds therefrom all amounts owed to it hereunder and all reasonable expenses of sale (including any expenses incurred by Carrier for cleaning, degassing or otherwise preparing the Tank(s), the removal, processing, transportation or disposal of all waste generated from the storage of Shipper’s Products, and reasonable attorneys’ fees and any amounts necessary to discharge any and all liens against the Products). The balance of the proceeds, if any, shall be remitted to Shipper; and

(iii) Shipper shall pay any holdover fee of $0.05 per Barrel of Product per day until all Products are removed from the Terminal.

(h) Substitution of Tanks. In the event a Tank at a particular Terminal becomes unavailable, Carrier may provide the use of alternative tankage.

10. Non Pipeline System Truck Hauls. Carrier shall furnish as part of its services under this Schedule, and Shipper shall have the right to use the truck haul sites and related facilities (the “Non Pipeline System Truck Hauls”) along third party pipeline systems in connection with movements of Shipper’s Product. The Non Pipeline System Truck Hauls include the Coble Station, located in Hutchinson County, Texas; the Hooker Station, located in Texas County, Oklahoma; and the Merten Station #1, located in Gray County, Texas. Carrier agrees to maintain and keep the Non Pipeline System Truck Hauls in good condition (ordinary wear and tear excepted) according to Law and industry standards.

11. Nominations and Scheduling. Shipper shall provide Carrier with a written nomination and schedule for shipments in accordance with the Tariff, as the same may be amended, modified or supplemented from time to time as it relates to shipments along the segments of the Pipeline System referenced in Section 2(a) through Section 2(j) hereof.

12. Special Termination by Shipper. If Shipper or any of its Affiliates determines to completely or partially suspend refining operations at the Refinery for a period of at least 12 consecutive Months, the Parties will negotiate in good faith to agree upon a reduction of the Minimum Quarterly Commitment to reflect such suspension of operations. If the Parties are unable to agree to an appropriate reduction of the Minimum Quarterly Commitment, then after Shipper or such Affiliate has made a public announcement of such suspension, Shipper may provide written Notice to Carrier of its intent to terminate this Schedule and this Schedule will terminate 12 Months following the date such Notice is delivered to Carrier. In the event Shipper or such Affiliate publicly announces, prior to the expiration of such 12-Month period, its intent to resume operations at the Refinery, then such Notice shall be deemed revoked and this Schedule shall continue in full force and effect as if such Notice had never been delivered.

13. Effect of Shipper Restructuring. If Shipper or any of its Affiliates determines to restructure its respective supply, refining or sales operations at the Refinery in such a way as could reasonably be expected to materially and adversely affect the economics of Shipper’s performance of its obligations under this Schedule, then the Parties will negotiate in good faith an alternative arrangement that is no worse economically for Carrier than the economic benefits to be received by Carrier under this Schedule, which may include the substitution of new commitments of Shipper on other assets owned or to be acquired or constructed by Carrier.

14. Contacts and Notices.

(a) For Carrier. The following contacts and their respective subject matter expertise are provided for convenience purposes only. All formal notices and communication required under this Schedule to Carrier shall be in writing and delivered as set forth in the Agreement:


Operational:		Manager Area Terminal (Panhandle Operations)
		Tel: (806) 435-6559
		Fax: (806) 435-4994

Invoice:		Troy Heard, Supervisor Accounting
		Tel: (210) 345-3219
		Fax: (210) 370-4355

(b) For Shipper: The following contacts and their respective subject matter expertise are provided for convenience purposes only. All formal notices and communication required under this Schedule to Shipper shall be in writing and delivered as set forth in the Agreement:


Operational:		Len Rucinski, Sr Mgr Crude Supply and Trading
		Tel: (210)-345-2381
		Fax: (210)-370-5161

Invoice:		Troy Heard, Supervisor Accounting
		Tel: (210) 345-3219
		Fax: (210) 370-4355

IN WITNESS WHEREOF, the Parties hereto have caused this Schedule to be duly executed by their respective authorized officers.


Carrier:

VALERO PARTNERS OPERATING CO. LLC

By:		/s/ Richard F. Lashway
Name:		Richard F. Lashway
Title:		President and Chief Operating Officer

Shipper:

VALERO MARKETING AND SUPPLY COMPANY

By:		/s/ Gary K. Simmons
Name:		Gary K. Simmons
Title:		Senior Vice President

Signature Page to Transportation Services Schedule (McKee Crude System)

EXHIBIT A

Rates, Rules and Regulations Tariff RRC No. 1.1.0

Exhibit 10.7

TRANSPORTATION SERVICES SCHEDULE

(Three Rivers Crude System)

3. Additional Pipelines. Carrier intends to construct two additional pipelines (each an “Additional Pipeline” and together the “Additional Pipelines”), which upon completion will also be capable of delivering Product from the Origin Points to the Refinery. The Additional Pipelines shall be designed, engineered and constructed and equipped (i) in a good and workmanlike manner, (ii) in compliance with all applicable Laws, and (iii) in accordance with generally accepted industry standards for crude oil pipelines. Once completed, the Additional Pipelines will have a design capacity for crude oil (including the Product) of not less than approximately 100,000 barrels of Product per Day, a portion of which such capacity shall be made available to Shipper pursuant to the terms hereof. Carrier will provide Shipper with written notice of the intended Commencement Date for each Additional Pipeline at least fourteen (14) Business Days prior to the intended Commencement Date. Carrier will provide Customer with written confirmation of the actual Commencement Date if different from the intended Commencement Date. For purposes of this Agreement, the term “Commencement Date” for each Additional Pipeline shall mean the first day following the date all of the following conditions have been satisfied: (a) Carrier has completed all necessary construction and testing of the Additional Pipeline; (b) Carrier shall have received all approvals, certificates, permits and authorizations from all Governmental Entities necessary to operate the Additional Pipeline; (c) Carrier shall have acquired all necessary easements for the Additional Pipeline, and (d) the Additional Pipelines are ready to commence commercial service with respect to the transportation of crude oil from the Carrier’s crude oil unloading station to the Refinery. Upon the Commencement Date of each Additional Pipeline, such Additional Pipeline shall become a part of the Pipeline System and subject to the terms and conditions of the Agreement

and this Schedule without any further action by the Parties. The Parties agree to execute any amendments or supplements to this Schedule if necessary to incorporate the Additional Pipelines herein.

4. Refinery. The refinery that is supported by the Pipeline is Shipper’s Affiliate’s Three Rivers Refinery in Three Rivers, Live Oak County, Texas (the “Refinery”).

5. Product. The products to be transported and shipped on the Pipeline System under this Schedule (each, a “Product” and collectively, the “Products”) is crude petroleum.

6. Specifications. Shipper will ensure that all of its Products tendered at the Origin Point for transportation on the Pipeline System meet the applicable specifications for the Product as set forth on Exhibit A attached hereto and incorporated herein for all purposes, as the same may be amended, modified or supplemented from time to time (the “Specifications”), provided that (i) Carrier provides Shipper with at least seven (7) days’ prior notice of any such amendment, modification or supplement, and (ii) the Product specifications and properties comply with any specifications imposed by Law.

7. Transportation Rate. For transportation services on the Pipeline, Shipper agrees to pay Carrier (i) $0.279 per Barrel of Product transported from any of the Origin Points to the Delivery Point on the Pipeline up to 70,000 average Barrels per Day of Product so delivered during any Month (“Tier 1 Rate”), and (ii) $0.050 per Barrel of Product transported from any of the Origin Points to any of the Delivery Points on the Pipeline for volumes in excess of 70,000 average Barrels per Day of Product so delivered during such Month (the “Tier 2 Rate”), adjusted from time to time as provided in Section 10. The Tier 1 Rate and the Tier 2 Rate may be referred to collectively or individually as the “Transportation Rate”. For the avoidance of doubt, to the extent any Quarterly Deficiency Payment is applied to any Quarterly Surplus Volumes (such volumes being referred to as “Pre-Paid Volumes”), the Transportation Rate for such Pre-Paid Volumes shall be the Tier 1 Rate for the Calendar Quarter in which such Quarterly Deficiency Payment was made. For each Month within a Calendar Quarter, the Transportation Rates applied to volumes tendered for such Month shall be based on a quarter-to-date calculation of the Minimum Monthly Commitment, and the revenue billed for such Month shall be adjusted to reflect such quarter-to-date calculation. For purposes of this Section the term “Minimum Monthly Commitment” shall be 70,000 average Barrels per Day multiplied by the number of days in the applicable Month.

8. Transportation Rate Adjustment for Additional Pipelines. Beginning on the Commencement Date of the first of the two Additional Pipelines, the Tier 1 Rate, as may be adjusted pursuant to Section 10, shall be increased by the amount set forth on Exhibit B that corresponds to the “Final Capital Outlay” (as set forth on Exhibit B) for the construction and installation of the Additional Pipelines as of the Commencement Date of the first of the two Additional Pipelines with the “Final Capital Outlay” not to exceed $8,000,000. The Parties estimate that beginning on the Commencement Date of the first of the two Additional Pipelines, the Tier 1 Rate shall be increased by $0.032 per Barrel of Product which is based upon a “Final Capital Outlay” of between $6,300,000 and $6,540,000 for the Additional Pipelines. Other than the adjustment to the Tier 1 Rate as set forth in this Section 8, there shall be no additional or separate throughput charges for transportation services on the Additional Pipelines. Carrier agrees as part of its notice of the intended Commencement Date as set forth in Section 3 hereof, to provide Shipper with the actual amount of the total capital cost for the design, construction and installation of the Additional Pipelines for which will form the basis for the increase to the Tier 1 Rate.

9. Pipeline Throughput Commitment. During each Calendar Quarter pursuant to the terms and conditions of this Schedule and the Tariff, Shipper shall tender at any of the Origin Points an aggregate average of at least 70,000 Barrels per Day of Product for transportation on the Pipeline System, in approximately ratable quantities (such average, the “Minimum Quarterly Commitment”) to the Delivery Point and Carrier shall transport and ship or cause to be transported and shipped such Product on the Pipeline in accordance with the terms of this Schedule. Except as expressly provided in the Agreement for an Outage, a Carrier Force Majeure or a Shipper Force Majeure, if during any Calendar Quarter, Shipper fails to meet its Minimum Quarterly Commitment during such Calendar Quarter, then Shipper will pay Carrier a deficiency payment (each, a “Quarterly Deficiency Payment”) in an amount equal to the volume of the deficiency (the “Quarterly Deficiency Volume”) multiplied by the Transportation Rate in effect for the relevant Calendar Quarter. The dollar amount of any Quarterly Deficiency Payment paid by Shipper may be applied as a credit against any amounts incurred by Shipper and owed to Carrier with respect to volumes of Product tendered at any of the Origin Points in excess of the Shipper’s Minimum Quarterly Commitment (or, if this Schedule expires or is terminated, to volumes tendered to the Origin Points in excess of the applicable Minimum Quarterly Commitment in effect as of the date of such expiration or termination) (such excess volume during any Calendar Quarter is referred to in this Section as the “Quarterly Surplus Volume”) during any of the succeeding four Calendar Quarters, after which time any unused credits will expire. This Section 7 shall survive the expiration or termination of this Schedule, if necessary for the application of any Quarterly Deficiency Payment against any Quarterly Surplus Volume as set forth herein. Carrier shall provide transportation services to Shipper in excess of the Minimum Quarterly Commitment on an “as available” basis, and any use of such excess capacity shall be subject to the Transportation Rate in effect at the time of the tender.

10. Escalation. On July 1, 2015, and on July 1^st of each year thereafter while this Schedule is in effect, Carrier may, in its discretion, adjust the Transportation Rate, which adjustment shall be effective as of July 1^st of the year in which such election is made, in accordance with FERC’s indexing methodology. If FERC terminates its indexing methodology and does not adopt a new methodology, the Parties shall negotiate in good faith a methodology for adjusting the Transportation Rate under this Schedule.

11. Nominations and Scheduling. Shipper shall furnish to Carrier, by the 20^th Day of each Month preceding the Month of delivery (except for the first Month of the Term, which shall be on or before the 5^th day of that Month), a delivery schedule that includes the estimated quantity of Product that Shipper anticipates tendering for transportation on the Pipeline System during the following Month (“Nominated Deliveries”).

Notice to Carrier of its intent to terminate this Schedule and this Schedule will terminate 12 Months following the date such Notice is delivered to Carrier. In the event Shipper or such Affiliate publicly announces, prior to the expiration of such 12-Month period, its intent to resume operations at the Refinery, then such Notice shall be deemed revoked and this Schedule shall continue in full force and effect as if such Notice had never been delivered.

14. Audit. Carrier will retain its books and records related to the capital costs and its pre-tax rate of return on the Additional Pipelines for a period of two (2) years from the Commencement Date. Shipper may audit such books and records at Carrier’s offices where such books and records are stored upon not less than ten (10) days prior written notice. Any such audit will be at Shipper’s expense and will take place during Pipeline Carrier’s business hours.

15. Contacts and Notices.


Operational:		Sr Mgr Area Pipeline &Terminals
		Tel: (361) 289-3226
		Fax: (361) 299-3546

Invoice:		Troy Heard, Supervisor Accounting
		Tel: (210) 345-3219
		Fax: (210) 370-4355


Operational:		Len Rucinski,
		Sr Mgr Crude Supply and Trading
		Tel: (210)-345-2381
		Fax: (210)-370-5161


Invoice:		Troy Heard, Supervisor Accounting
		Tel: (210) 345-3219
		Fax: (210) 370-4355

IN WITNESS WHEREOF, the Parties hereto have caused this Schedule to be duly executed by their respective authorized officers.


Carrier:

VALERO PARTNERS OPERATING CO. LLC

By:		/s/ Richard F. Lashway
Name:		Richard F. Lashway
Title:		President and Chief Operating Officer

Shipper:

VALERO MARKETING AND SUPPLY COMPANY

By:		/s/ Gary K. Simmons
Name:		Gary K. Simmons
Title:		Senior Vice President

Signature Page to Transportation Services Schedule (Three Rivers Crude System)

EXHIBIT A

SPECIFICATIONS

Specification through the Pipeline System is crude petroleum, defined as direct liquid products of oil wells, condensates or a mixture thereof that conforms to meet all regulatory emission requirements at the pipeline origin and destination

EXHIBIT B

FINAL CAPITAL OUTLAY


Final Capital Outlay (in millions)			Increase to Tier 1 Rate
Greater Than	Less Than		Increase to Tier 1 Rate
$4.880	$	5.000	$	0.0250
$5.000	$	5.120	$	0.0260
$5.120	$	5.350	$	0.0270
$5.350	$	5.590	$	0.0280
$5.590	$	5.830	$	0.0290
$5.830	$	6.060	$	0.0300
$6.060	$	6.300	$	0.0310
$6.300	$	6.540	$	0.0320
$6.540	$	6.770	$	0.0330
$6.770	$	7.010	$	0.0340
$7.010	$	7.250	$	0.0350
$7.250	$	7.480	$	0.0360
$7.480	$	7.720	$	0.0370
$7.720	$	7.960	$	0.0380
$7.960	$	8.000	$	0.0390

Exhibit 10.8

TERMINAL SERVICES SCHEDULE

(Wynnewood Terminal)

This Terminal Services Schedule (this “Schedule”) is entered into on the 1^st day of July, 2014 (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.

1. Term. This Schedule shall have a primary term commencing on the Effective Date and ending 10 years from the Effective Date (the “Initial Term”), and may be renewed by Customer, at Customer’s sole option, for one successive 5 year renewal term (a “Renewal Term”), upon at least 180 Days’ written Notice from Customer to Company prior to the end of the Initial Term. The Initial Term and Renewal Term, if any, shall be referred to in this Schedule as the “Term”.

2. Terminal. The terminal services contemplated by this Schedule will be performed at the following terminals (collectively the “Terminal”):

Wynnewood Terminal located in Murray County, Oklahoma

3. Refinery. The Terminal supports Customer’s Affiliate’s Ardmore Refinery located in Carter County, Oklahoma (the “Refinery”).

4. Product. The products to be handled and stored under this Schedule (each a “Product”, and collectively the “Products”) are those products permissible on the Wynnewood Pipeline (as defined below) and MPL System (as defined below).

5. Receipts and Deliveries.

(a) Product will be received at the Terminal by pipeline via a connection with Company’s 12” nominal diameter pipeline, that is approximately 30 miles in length and runs from the Refinery to the Terminal (the “Wynnewood Pipeline”).

(b) Product will be re-delivered from the Terminal by pipeline via a connection with a pipeline system (the “MPL System”) owned and operated by Magellan Pipeline Company, L.P. (“MPL”) that extends from the Terminal to various destinations on the MPL System.

6. Specifications. Customer will ensure that all of Customer’s Product delivered to the Terminal under the terms of this Schedule meets the applicable specifications for each product on the Wynnewood Pipeline that runs between the Refinery and the Terminal, as the same may be amended, modified or supplemented from time to time (the “Specifications”).

7. Storage Fees. For each Month during the Term, Customer agrees to pay Company the sum of $45,000 (“Base Storage Charge”) which is based on shell capacity of 180,000 Barrels at the rate of $0.25 per Barrel (the “Rate”). The Base Storage Fee is payable in full regardless of whether or

not Customer actually uses any of the storage or other services made available by Company at the Terminal under the terms of this Schedule. For purposes of this Schedule the term “Tank” shall mean Tank Nos 101 and 102 with shell capacity of 90,000 BBLs each and a working capacity of 63,340 BBLs for Tank No. 101 and 61,640 for Tank No. 102, located at the Terminal. The Company may designate alternate tankage in the event the Tanks become unavailable. In the event of a Company Force Majeure or an Outage that effects or reduces Tank capacity at the Terminal, the Base Storage Charge shall be ratably reduced to reflect the suspension.

8. Other Charges.

(a) Holdover Fee. If Customer does not remove its Product from the Terminal on or before the date this Schedule terminates, except to the extent any delay in removal is caused by Company, Customer will pay a holdover fee of $0.05 per Barrel of Product per day in addition to any Base Storage Charge.

(b) Sampling Fee. Customer will pay a $100 fee per sample for all samples drawn at Customer’s request excluding any composite samples taken on pipeline receipts to or pipeline deliveries from the Terminal.

9. Escalation. On July 1, 2015, and on July 1^st of each year thereafter while this Schedule is in effect, Company shall adjust the Base Storage Charge, which adjustments shall be effective as of July 1^st of the year in which such election is made, by multiplying the Base Storage Charge, by an amount equal to a maximum of (a) 1.0 plus (b) a fraction, of which (i) the numerator is the positive change, if any, in the Consumer Price Index – All Urban Consumers (Series ID CUURA316SA0) (such index, the “CPI”) during the 12-Month period ending on March 31^st of such year, as reported during the Month of April of such year and (ii) the denominator is the CPI as of the first day of such 12-Month period, provided that if, with respect to any such 12-Month period, the CPI has decreased during such 12-Month period, Company may increase fees on the following July 1^st only to the extent that the percentage change in the CPI since the most recent previous such increase in fees is greater than the aggregate amount of the cumulative decreases in the CPI during the intervening period or periods.

10. Nominations. Customer shall furnish to Company, by the 20^th Day of each Month preceding the Month of delivery (except for the first Month of the Term, which shall be on or before the 5^th day of such Month), a delivery schedule that includes the estimated quantity of Products that Customer anticipates delivering to and receiving from the Terminal during the following Month.

11. Liens. Customer hereby grants to Company a warehouseman’s lien on all of Customer’s Products in storage at the Terminal for any amounts payable by Customer to Company that have not been paid when due hereunder. If a warehouse receipt is required under Law for such a lien to arise, this Schedule will be deemed to be the warehouse receipt for all Products at the Terminal.

12. Special Termination by Customer. If Customer or any of its Affiliates determines to completely or partially suspend refining operations at the Refinery for a period of at least 12 consecutive Months, the Parties will negotiate in good faith to agree upon a reduction of the Minimum Quarterly Commitment to reflect such suspension of operations. If the Parties are unable to agree to an appropriate reduction of the Minimum Quarterly Commitment, then after Customer or

such Affiliate has made a public announcement of such suspension, Customer may provide written Notice to Company of its intent to terminate this Schedule and this Schedule will terminate 12 Months following the date such Notice is delivered to Company. In the event Customer or such Affiliate publicly announces, prior to the expiration of such 12-Month period, its intent to resume operations at the Refinery, then such Notice shall be deemed revoked and this Schedule shall continue in full force and effect as if such Notice had never been delivered.

13. Effect of Customer Restructuring. If Customer or any of its Affiliates determines to restructure its respective supply, refining or sales operations at the Refinery in such a way as could reasonably be expected to materially and adversely affect the economics of Customer’s performance of its obligations under this Schedule, then the Parties will negotiate in good faith an alternative arrangement that is no worse economically for Company than the economic benefits to be received by Company under this Schedule, which may include the substitution of new commitments of Customer on other assets owned or to be acquired or constructed by Company.

14. Additional Services. If Company performs additional services at Customer’s written request, or if Company, upon written notice to Customer, performs any additional services because Customer’s Product does not meet the applicable Specifications, Customer will pay Company the cost of such services plus an administrative fee that is equal to 10% of such documented, invoiced costs.

15. Contacts and Notices.

(a) For Company. The following contacts and their respective subject matter expertise are provided for convenience purposes only. All formal notices and communication required under this Schedule to Company shall be in writing and delivered as set forth in the Agreement:


Operational:		Manager Area Terminal (Panhandle Operations)
		Tel: (806) 435-6559
		Fax: (806) 435-4994

Invoice:		Troy Heard, Supervisor Accounting
		Tel: (210) 345-3219
		Fax: (210) 370-4355

(b) For Customer: The following contacts and their respective subject matter expertise are provided for convenience purposes only. All formal notices and communication required under this Schedule to Customer shall be in writing and delivered as set forth in the Agreement:


Operational:		Director Product Supply, Mid Continent
		Tel: (210) 345-3689
		Fax: (210) 345-2768

Invoice:		Troy Heard, Supervisor Accounting
		Tel: (210) 345-3219
		Fax: (210) 370-4355

IN WITNESS WHEREOF, the Parties hereto have caused this Schedule to be duly executed by their respective authorized officers.


Company:

VALERO PARTNERS OPERATING CO. LLC

By:		/s/ Richard F. Lashway
Name:		Richard F. Lashway
Title:		President and Chief Operating Officer

Customer:

VALERO MARKETING AND SUPPLY COMPANY

By:		/s/ Gary K. Simmons
Name:		Gary K. Simmons
Title:		Senior Vice President

[Signature Page to Terminal Services Schedule (Wynnewood Terminal)]

Exhibit 10.9

TRANSPORTATION SERVICES SCHEDULE

(Wynnewood Pipeline System)

2. Pipeline. The pipeline (the “Pipeline”) and related facilities (such facilities, together with the Pipeline, the “Pipeline System”) covered by this Schedule is the 12” nominal diameter pipeline, that is approximately 30 miles in length and originates at the inlet flange of Carrier’s inlet MOV inside the Refinery (as defined below) (the “Origin Point”) and terminates at the outlet flange of the 10” MOV connected to the pipeline system owned and operated by Magellan Pipeline Company, L.P. (“MPL”) at the Wynnewood Terminal in Murray County, Oklahoma (the “Delivery Point”). The pipeline system owned and operated by Magellan (the “MPL System”) currently transports Product from the Delivery Point to various destinations on the MPL System (each a “Destination”) pursuant to the Joint Tariff or Local Tariff and the JTA (as defined below). The Parties anticipate that at certain periods during the Term, including during Refinery turnarounds, the Pipeline System may be reversed. During such periods of reversal the Origin Point shall become the inlet flange of the 10” MOV connected to the MPL System at the Wynnewood Terminal in Murray County, Oklahoma and the Delivery Point shall become the outlet flange of Carrier’s outlet MOV inside the Refinery.

3. Refinery. The refinery that is supported by the Pipeline is Shipper’s Affiliate’s Ardmore Refinery in Carter County, Oklahoma (the “Refinery”).

4. Joint Tariff and Joint Tariff Agreement. The rates, rules and regulations governing the transportation and handling of Product(s) on the Pipeline System and the MPL System are set forth in MPL’s FERC Tariffs: (i) No. 160.10.0, as well as any supplements thereto and reissues thereof as filed with the FERC in accordance with FERC’s regulations to govern rates (the “Joint Tariff”), and (ii) No. 157.5.0, as well as any supplements thereto and reissues thereof as filed with the FERC in accordance with FERC’s regulations to govern rules and regulations (the “Rules and Regulations Tariff”) for the transportation of Products transported jointly from the Origin Point by Carrier and MPL. The rates, rules and regulations governing the transportation and handling of Product(s) on the Pipeline System are set forth in Carrier’s Affiliate’s Local Pipeline Tariff FERC No. 1.1.0 filed with FERC to be effective on the Effective Date, in the form set forth in Exhibit A attached hereto, including all supplements and re-issues thereof (the “Local Tariff”), containing the rates, and

incorporating the rules and regulations governing the transportation and handling of Product(s) on the Pipeline System without further movement. Additional terms for the transportation of Product(s) on both the Pipeline System and the MPL System, including payment and division of the Joint Tariff Rates (as that term is defined in the JTA) are set forth in a Joint Tariff Agreement dated September 30, 2009 by and between Valero Terminaling and Distribution Company and HPL, as assigned by Valero Terminaling and Distribution Company to Carrier’s Affiliate and as amended by First Amendment to Joint Tariff Agreement dated effective June 30, 2014, by and between Carrier or other VLP entity and MPL (the “JTA”).

5. Product. The products to be transported and shipped on the Pipeline under this Schedule (each, a “Product” and collectively, the “Products”) are those products permissible as established by Carrier and MPL in the Rules and Regulations Tariff.

6. Specifications. Shipper will ensure that all of its Products tendered at the Origin Point for transportation on the Pipeline System and the MPL System meet the applicable specifications for the Product as set forth in the Joint Tariff and/or Local Tariff (the “Specifications”).

7. Tariff Rate. For transportation services on the Pipeline System only, without any transportation services on the MPL System, Shipper agrees to pay Carrier the Local Tariff Rate (as defined below) subject to escalation pursuant to Section 10. For purposes of this Schedule and the Agreement the term “Local Tariff Rate” means the rate applicable from time to time for the shipment of a Product through the Pipeline System under the terms of the Local Tariff, which as of the Effective Date shall be $0.256 per Barrel of Product delivered from the Origin Point to the Delivery Point on the Pipeline, adjusted from time to time as provided in Section 10. As long as the Joint Tariff and the JTA are in effect, for transportation services on the Pipeline System and on the MPL System to the Destinations, Shipper agrees to pay MPL the Joint Tariff Rate (as defined below) subject to escalation pursuant to Section 10, provided however any payment made to MPL under the Joint Tariff shall satisfy and discharge any obligation to make a similar payment under the Local Tariff. For purposes of this Schedule and the Agreement the term “Joint Tariff Rate” means the rate applicable from time to time for the shipment of a Product through the Pipeline System and the MPL System under the terms of the Joint Tariff.

8. Payment Terms. Any payments made by Shipper to MPL shall be made in accordance with the payment terms set forth in the Rules and Regulations Tariff.

9. Pipeline Throughput Commitment. During each Calendar Quarter pursuant to the terms and conditions of this Schedule and the Joint Tariff and the Local Tariff, Shipper shall tender at the Origin Point an aggregate average of at least 45,000 Barrels per Day of Product for transportation on the Pipeline, in approximately ratable quantities (such average, the “Minimum Quarterly Commitment”) to the Delivery Point and Carrier shall transport and ship or cause to be transported and shipped such Product on the Pipeline in accordance with the terms of this Schedule and the Joint Tariff and the Local Tariff. Except as expressly provided in the Agreement for an Outage, a Carrier Force Majeure, or a Shipper Force Majeure, if during any Calendar Quarter, Shipper fails to meet its Minimum Quarterly Commitment during such Calendar Quarter, then Shipper will pay Carrier a deficiency payment (each, a “Quarterly Deficiency Payment”) in an amount equal to the volume of the deficiency (the “Quarterly Deficiency Volume”) multiplied by the Local Tariff Rate in effect for the relevant Calendar Quarter. If Shipper has paid a Quarterly Deficiency Payment during a Calendar Quarter, then the amount of such Quarterly Deficiency Payment(s) shall be maintained and accounted for by Carrier and shall be used as a credit or reimbursed (a “Deficiency Credit”) as follows:

(a) First, any Deficiency Credits shall be applied up to a maximum of the Surplus Amount on a dollar for dollar basis in any of the succeeding four Calendar Quarters against any amounts incurred by Shipper and owed to Carrier with respect to volumes tendered at the Origin Point for shipments on the Pipeline System under the Local Tariff (or, if this Schedule expires or is terminated, to volumes tendered to the Origin Point for shipments on the Pipeline System only in excess of the applicable Minimum Quarterly Commitment in effect as of the date of such expiration or termination)

(b) Second, any Deficiency Credits remaining after the application in Section 9(a) above, shall be reimbursed to Shipper to the extent of the remaining portion of the Surplus Amount after application in Section 9(a) above, during any of the succeeding four Calendar Quarters, after which time any unused Deficiency Credits will expire. Carrier shall reimburse Shipper the amount of the Deficiency Credit under this Section 9(b) within 30 days following the end of the Calendar Quarter in which the Quarterly Surplus Volume occurred.

For purposes of this Agreement: (i) “Quarterly Surplus Volume” means the extent to which the actual number of Barrels of Product transported on the Pipeline System during a Calendar Quarter exceeds the Minimum Quarterly Commitment and (ii) “Surplus Amount” means the Quarterly Surplus Volumes tendered at the Origin Point for shipments on the Pipeline System multiplied by the Local Tariff Rate. This Section 9 shall survive the expiration or termination of this Schedule, if necessary, for the application of any Quarterly Deficiency Payment against any Quarterly Surplus Volume or any reimbursement for Surplus Amounts which exceed the Deficiency Credit as set forth herein. Carrier shall provide transportation services to Shipper in excess of the Minimum Quarterly Commitment on an “as available” basis, and any use of such excess capacity shall be subject to the Tariff Rate in effect at the time of the tender.

10. Escalation. On July 1, 2015, and on July 1^st of each year thereafter while this Schedule is in effect, Carrier may, in its discretion, adjust the Local Tariff Rate, which adjustment shall be effective as of July 1^st of the year in which such election is made, in accordance with FERC’s indexing methodology. If FERC terminates its indexing methodology and does not adopt a new methodology, the Parties shall negotiate in good faith a methodology for adjusting the Local Tariff Rate under this Schedule. The Joint Tariff Rate shall be adjusted as set forth in the Joint Tariff.

11. Nominations and Scheduling. Shipper shall provide Carrier and MGL with a written nomination and schedule for shipments in accordance with the Rules and Regulations Tariff and the Local Tariff, as applicable.

12. Flow and Pressure Requirements. During the Term of this Schedule, Shipper agrees that all of its Product delivered at the Origin Point at the Refinery will meet the applicable flow and pressure requirements of the Pipeline System.

13. Special Termination by Shipper. If Shipper or any of its Affiliates determines to completely or partially suspend refining operations at the Refinery for a period of at least 12 consecutive Months, the Parties will negotiate in good faith to agree upon a reduction of the Minimum Quarterly Commitment to reflect such suspension of operations. If the Parties are unable to agree to an appropriate reduction of the Minimum Quarterly Commitment, then after Shipper or

such Affiliate has made a public announcement of such suspension, Shipper may provide written Notice to Carrier of its intent to terminate this Schedule and this Schedule will terminate 12 Months following the date such Notice is delivered to Carrier. In the event Shipper or such Affiliate publicly announces, prior to the expiration of such 12-Month period, its intent to resume operations at the Refinery, then such Notice shall be deemed revoked and this Schedule shall continue in full force and effect as if such Notice had never been delivered.

14. Effect of Shipper Restructuring. If Shipper or any of its Affiliates determines to restructure its respective supply, refining or sales operations at the Refinery in such a way as could reasonably be expected to materially and adversely affect the economics of Shipper’s performance of its obligations under this Schedule, then the Parties will negotiate in good faith an alternative arrangement that is no worse economically for Carrier than the economic benefits to be received by Carrier under this Schedule, which may include the substitution of new commitments of Shipper on other assets owned or to be acquired or constructed by Carrier.

15. Contacts and Notices.


Operational:		Manager Area Terminal (Panhandle Operations)
		Tel: (806) 435-6559
		Fax: (806) 435-4994

Invoice:		Troy Heard, Supervisor Accounting
		Tel: (210) 345-3219
		Fax: (210) 370-4355


Operational:		Ryan Van Poperin
		Tel: (210) 345-3689
		Fax: (210) 345- 2768

Invoice:		Troy Heard, Supervisor Accounting
		Tel: (210) 345-3219
		Fax: (210) 370-4355

IN WITNESS WHEREOF, the Parties hereto have caused this Schedule to be duly executed by their respective authorized officers.


Carrier:

VALERO PARTNERS OPERATING CO. LLC

By:		/s/ Richard F. Lashway
Name:		Richard F. Lashway
Title:		President and Chief Operating Officer

Shipper:

VALERO MARKETING AND SUPPLY COMPANY

By:		/s/ Gary K. Simmons
Name:		Gary K. Simmons
Title:		Senior Vice President

Signature Page to Transportation Services Schedule (Wynnewood Pipeline System)

EXHIBIT A

Local Pipeline Tariff FERC No. 1.1.0

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