Exhibit 10.11


 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL
TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).


 


AMENDMENT TO TERMINALING SERVICES AGREEMENT


(December 1, 2014)


 


This Amendment is made effective the 1st
day of December, 2014 between Center Point Terminal Company, LLC, a Delaware limited liability company (“Terminal”),
and Apex Oil Company, Inc., a Missouri corporation (“Customer”).


 


RECITALS


 


A.             Terminal
and Customer are party to that certain Terminaling Services Agreement dated August 14, 2013, as amended by that certain Amendment
dated August 14, 2014, as further amended by that certain Amendment dated September 1, 2013, as further amended by that certain
Amendment dated October 1, 2013, as further amended by that certain Amendment dated November 1, 2013, as further amended by that
certain Amendment dated December 1, 2013, as further amended by that certain Amendment dated January 1, 2014, and as further amended
by that certain Amendment dated July 1, 2014 (collectively, the “Agreement”) which Agreement provides
for the storage and handling of various petroleum products as specified therein at the Terminal Facilities.


 


B.             Terminal
and Customer desire to amend the Agreement pursuant to the terms and conditions contained herein.


 


AGREEMENT


 


In consideration of the foregoing, the mutual
covenants herein contained and other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby
acknowledged by the parties by their execution hereof), the parties agree as follows:


 


1.            Definitions.
All capitalized terms not otherwise expressly defined herein shall have the respective meanings given thereto in the Agreement.


 


2.            Amendment.


 


2.1.          Schedule
B. Schedule B of the Agreement shall be amended to reduce the Stipulated Volumes at the Gates Terminal Facility by the amount
contracted to BP Products North America effective December 1, 2014 as shown on the Amended Schedule B attached hereto and incorporated
herein by this reference.


 




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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL
TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).


 


3.            No
Other Modifications. Nothing contained herein in any way impairs the Agreement or alters, waives, annuls, varies or affects
any provision, condition or covenant therein, except as specifically set forth in this Amendment to the Agreement. All other terms
and provisions of the Agreement shall remain in full force and effect.


 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Amendment to the Terminaling Services Agreement as of the date first written above.


 


	 	CENTER POINT TERMINAL COMPANY, LLC
	 	 	 
	 	By:	/s/ Kenneth E. Fenton
	 	Name: Kenneth E. Fenton
	 	Title:   Executive Vice President
	 	 
	 	APEX OIL COMPANY, INC.
	 	 	 
	 	By:	/s/ Christopher J. Schmitt
	 	Name: Christopher J. Schmitt
	 	Title:  Chief Financial Officer


 




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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL
TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).


 


AMENDED SCHEDULE B


(Effective as of December 1, 2014)


 


STIPULATED VOLUMES, STORAGE RATES PER BARREL
AND TYPES OF PRODUCT


 


	 	 	Albany	 	 	Baltimore	 	 	Chesapeake	 	 	Gates	 	 	Glenmont	 	 	Jacksonville	 	 	Newark	 	 	Total	 
	Stipulated Volumes/bbl	 	 	762,062	 	 	 	806,900	 	 	 	78,400	1	 	 	180,397	2	 	 	1,719,678	 	 	 	332,376	3	 	 	433,000	 	 	 	4,360,813
                                         (excluding biodiesel and asphalt)	 
	Storage Rates/bbl*	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	 	 
	Biodiesel volumes/bbl	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	500	 	 	 	500	 
	Biodiesel Storage Rates/bbl*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[**]	 	 	 	 	 
	Asphalt Stipulated Volumes/bbl	 	 	 	 	 	 	 	 	 	 	165,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Asphalt Storage Rates/bbl*	 	 	 	 	 	 	 	 	 	$ 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


* Subject to adjustment as provided in Section 4.6.


 





 






1 Stipulated
volumes reduced by the amount contracted to Perdue Grain and Oilseed, LLC (“Perdue”) (see First Amended Schedule B
effective August 14, 2013); Apex Oil Company Inc.’s initial contract term extended for one (1) additional year (see First
Amended Schedule A effective August 14, 2013); Stipulated volumes further reduced by additional amounts contracted to Perdue and
amounts contracted to Musket Corporation effective November 1, 2013.


2 Stipulated
volumes reduced by amounts contracted to World Fuel Service Corporation effective October 1, 2013; further reduced by amounts contracted
to BP Products North America effective December 1, 2014.


3 Stipulated volumes reduced by amounts contracted to
Musket Corporation effective December 1, 2013.


 




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