Amendment No. 3 to Terminalling, Transportation and Storage Services Agreement, dated October 16, 2013, by and among Western Refining Company, L.P., Western Refining Southwest, Inc. and Western Refining Terminals, LLC

This AMENDMENT NO. 3 TO TERMINALLING, TRANSPORTATION and STORAGE SERVICES AGREEMENT, dated as of the 29th day of June, 2018 (this “Amendment”), is by and among (a) Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”, and together with WRSW, “WNR”). WRT and WNR are each referred to herein as a “Party” and collectively referred to herein as the “Parties”.

WHEREAS, the Parties entered into that certain Terminalling, Transportation and Storage Services Agreement, dated as of October 16, 2013 (as may have been previously amended, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

36.9    Service Orders. WRT and WNR may enter into one or more service orders related to the terminalling, transportation and storage of Product and asphalt under the Agreement substantially in the form attached hereto as Exhibit 1 (each, a “Service Order”). Upon a request by WNR or as deemed necessary or appropriate by WRT in connection with the terminalling, transportation and storage of Product and asphalt pursuant hereto, WRT shall generate a Service Order to set forth specific terms and conditions for terminalling, transportation and storage of Product and asphalt described therein. No Service Order shall be effective until fully executed by both WRT and WNR. In the case of any conflict between the terms of this Agreement and the terms of any Service Order, the terms of the applicable Service Order shall govern. Items available for inclusion on a Service Order include, but are not limited to:

(i)    Minimum Commitments pursuant to Section 4.1 and Section 5.2;

(ii)    Minimum Product Storage Reservation Fee pursuant to Section 4.2

(iii)    Minimum Product Throughput Fee pursuant to Section 4.3;

(iv)    Minimum Product Additive and Blending Fee pursuant to Section 4.4;

(v)    Additional services related to Products pursuant to Section 4.5;

(vi)    Minimum Asphalt Storage Reservation Fee pursuant to Section 5.2;

(vii)    Minimum Asphalt Throughput Fee pursuant to Section 5.3;

(viii)    Minimum Asphalt Processing and Blending Fee pursuant to Section 5.4;

(ix)    Additional Services related to asphalt pursuant to Section 5.5;

(x)    Surcharges pursuant to Section 7.1; and

(xi)    Fee adjustments pursuant to Section 7.2.

10.2    (a)    Materials stored in or removed from the Terminal shall at all times remain owned by WNR, and WNR shall always remain responsible for, at the WNR’s sole cost, receiving custody of all of its materials to be removed from the Terminal, making appropriate arrangements to receive custody at the Terminal in a manner acceptable to WRT, and disposal of such material after custody is returned to WNR. WNR shall be responsible for any fees and costs associated with the disposal of hazardous waste (unless caused by WRT’s negligence). WRT shall have no obligations regarding disposition of such materials, other than to return custody to WNR at the Terminal.

(b)    If cleaning of any tanks is performed by WRT at the specific request of WNR, WNR shall reimburse WRT for all costs to clean, degas or otherwise prepare the tank(s).

This Service Order is entered as of______ ___, 20__, by and among (a) Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”, together with WRSW, “WNR”), pursuant to and in accordance with the terms of the Terminalling, Transportation and Storage Services Agreement, dated effective as of October 16, 2013 (as may have been previously amended, the “Agreement”) by and among such parties.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Pursuant to Section 36.9 of the Agreement, the Parties agree to the following provisions:

[Insert applicable provisions]

IN WITNESS WHEREOF, the parties hereto have duly executed this Service Order as of the date first written above.