SECOND AMENDMENT TO THIRD AMENDED AND RESTATED TERMINALLING SERVICES AGREEMENT
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED TERMINALLING SERVICES AGREEMENT
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED TERMINALLING SERVICES AGREEMENT (this “Amendment”) is made and executed effective as of January 1, 2025 by and between ▇▇▇▇▇▇ OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Operator”) and ▇▇▇▇▇▇ ENERGY SERVICES LLC, an Alabama limited liability company (“Customer”). Operator and Customer are referred to herein collectively as the “Parties”.
WHEREAS, Operator and Customer are Parties to that certain Third Amended and Restated Terminalling Services Agreement dated October 1, 2022, as amended by First Amendment to Third Amended and Restated Terminalling Services Agreement dated December 26, 2023 (the “Agreement”); and
WHEREAS, the Parties mutually desire to amend certain terms of the Agreement as hereinafter provided.
NOW, THEREFORE, in consideration of the covenants and agreements herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Capitalized terms used but not defined herein, if any, shall have the meaning given to such terms in the Agreement.
2. Amendment to the Agreement. The definition of “Throughput Fee” as defined in Section 1 is hereby amended and replaced as follows:
‘Throughput Fee’ means the following variable rate for Product in-loaded and out-loaded from the Terminal per Month: $*** for the first *** Gallons, $*** between *** and *** Gallons, and $*** for over *** Gallons.”
3. Affirmation of the Agreement. Except as expressly amended herein, the terms, covenants and conditions of the Agreement shall remain in full force and effect without modification or amendment, and the Parties ratify and reaffirm the same in its entirety.
4. Entire Agreement; Amendments. This Amendment and the Agreement, as previously amended, constitute the entire agreement between the Parties as of the date hereof and supersede any prior or contemporaneous understandings, agreements, or representations by or between the Parties, written or oral, to the extent they have related in any way to the subject matter hereof. This Amendment may be amended, modified or superseded only by a written instrument executed by both of the Parties.
5. Counterparts. This Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one agreement.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be effective on the day and year first written above.
CUSTOMER:
▇▇▇▇▇▇ ENERGY SERVICES LLC
By: /s/▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, Vice President
OPERATOR:
▇▇▇▇▇▇ OPERATING PARTNERSHIP L.P.
By: ▇▇▇▇▇▇ Operating GP, LLC, Its General Partner
By: ▇▇▇▇▇▇ Midstream Partners, L.P., Its Sole Member
By: ▇▇▇▇▇▇ Midstream GP, LLC, Its General Partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President and Chief
Executive Officer