VLP Exh 10.04 - 3.31.2015






Exhibit 10.04
May 6, 2015




The Valero Companies
One Valero Way 
San Antonio, Texas  78249




LETTER AGREEMENT
Ladies and Gentlemen:


Reference is made to the Amendment and Restatement of Schedules to Amended and Restated Omnibus Agreement dated March 1, 2015 among Valero Energy 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, Valero Partners Wynnewood, LLC, Valero Partners Louisiana, LLC and Valero Partners Houston, LLC, (the “Amended Schedules”).  This letter agreement (“Letter Agreement”) is intended to supplement the Amended Schedules.  Any capitalized terms not otherwise defined in this Letter Agreement shall have the same meaning as contained in the Amended Schedules.  To the extent a term set out in this Letter Agreement is inconsistent with a term set out in the Amended Schedules the term in this Letter Agreement shall control.


Schedule A of the Amended Schedules designates certain Houston Tanks as “Schedule A Tanks”.  The Parties inadvertently failed to designate Houston Tank 506 as one of the “Schedule A Tanks” on Schedule A of the Amended Schedules and by this Letter Agreement desire to include and designate Houston Tank 506 as one of the Schedule A Tanks.


The Parties agree that Houston Tank 506 is hereby designated as one of the Schedule A Tanks and Paragraph 2(a) on Schedule A of the Amended Schedules is hereby amended to include Houston Tank 506 as one of the Schedule A Tanks.


The Parties hereby acknowledge their acceptance of and agreement with the terms and conditions of this Letter Agreement by signing in the respective space provided below.













	
					
	AGREED AND ACCEPTED:
	 
	 
	 

	VALERO ENERGY CORPORATION
	 
	VALERO MARKETING AND SUPPLY

	 
	 
	 
	COMPANY

	 
	 
	 
	 
	 

	By:  /s/ R. Lane Riggs                                      
	 
	By:  /s/ R. Lane Riggs                                      

	Name: R. Lane Riggs
	 
	Name: R. Lane Riggs

	Title: Executive Vice President - Refining Operations
	 
	Title: Executive Vice President

	and Engineering
	 
	 
	 

	 
	 
	 
	 
	 

	VALERO TERMINALING AND DISTRIBUTION
	 
	THE PREMCOR REFINING GROUP INC.

	COMPANY
	 
	 

	 
	 
	 
	 
	 

	By:  /s/ R. Lane Riggs                                      
	 
	By:  /s/ R. Lane Riggs                                      

	Name: R. Lane Riggs
	 
	Name: R. Lane Riggs

	Title: Executive Vice President 
	 
	Title: Executive Vice President

	 
	 
	 
	 

	THE PREMCOR PIPELINE CO.
	 
	VALERO ENERGY PARTNERS LP

	 
	 
	By: Valero Energy Partners GP LLC, its general

	 
	 
	partner

	By:  /s/ R. Lane Riggs                                      
	 
	 
	 

	Name: R. Lane Riggs
	 
	By:  /s/ Richard F. Lashway                                      

	Title: Executive Vice President 
	 
	Name: Richard F. Lashway

	 
	 
	Title: President and Chief Operating Officer

	 
	 
	 
	 
	 

	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

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	VALERO PARTNERS LOUISIANA, LLC
	 
	VALERO PARTNERS HOUSTON, 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