Exhibit 10.1


 


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


 


(January 1, 2016)


 


This Amendment to Terminaling Services Agreement
is made as of the 1st day of January, 2016 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 (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.	Amendments.



 


2.1           Terminal
Facility. Terminal agrees, pursuant to the terms and provisions of the Agreement, to reserve at its terminaling facility located
at Foot of Mullanphy St, St. Louis, Missouri (the “St. Louis Facility”) dedicated storage for Customer’s
Products in tanks having gross shell capacity of 347,820 barrels and the St. Louis Facility will be deemed a “Terminal Facility”
for purposes of the Agreement.


 


2.2           Term.
The initial term with respect to the St. Louis Facility shall commence on January 1, 2016 and continue for a period of one (1)
year (the “Initial Term”). The agreement for storage at the St. Louis Facility shall automatically renew
for successive one year terms after the end of the Initial Term (each such renewal term, the “Renewal Term”
and, collectively, the “Renewal Terms”) unless either party notifies the other party in writing at least
one hundred twenty (120) days prior to expiration of the Initial Term or the then current Renewal Term for the St. Louis Facility,
as applicable, of its intent to cancel this agreement, in which event this agreement will terminate with respect to the St. Louis
Facility at the end of such Initial Term or such Renewal Term, as applicable.


 




     


     


    

  


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 (**).


 


2.3           Charges.


 


2.3.1          Basic Charges. Customer
agrees to pay the per barrel storage rate listed on Schedule B for the St. Louis Facility (the “Storage Rates”)
on a monthly basis for the product volumes listed on Schedule B (the “Stipulated Volumes”) and Customer
further agrees to pay any applicable Excess Storage Fees and Ancillary and Additive Services Fees as provided in the Agreement.


 


2.3.2           Marketing
Fee. On or before the tenth calendar day following the last day of each calendar quarter, Customer will send to Terminal a
certification signed by an officer or other authorized representative of Customer providing Terminal with a calculation and all
back-up information (collectively “Quarterly Marketing Fee Certification”) supporting Customer’s
calculation of the Quarterly Marketing Fee (defined below) relating to sales of asphalt at the St. Louis Facility during the applicable
calendar quarter, including the following:


 


		(1)	gross sales for all Product sold by Customer from the St. Louis Facility during the relevant quarterly period less the
sum of the following:



 


		(2)	cost of goods sold, consisting of the weighted average
inventory cost for Product sold during the period based on actual cost for Product or additives purchased from third parties and
agreed transfer prices mutually determined by Customer and Terminal for Product supplied by Customer;



 


		(3)	total out-of-pocket costs of Customer for heat applied
to the Product in the Tanks;



 


		(4)	demurrage costs paid to owners of vessels for deliveries
of Product into the St. Louis Facility plus costs of inspections of the Product; and



 


		(5)	the basic storage charges paid by Customer under Section
2.3.1 above.



 


The result of such calculation shall be
referred to as the “Marketing Margin.” The “Quarterly Marketing Fee” payable
to Terminal shall equal [**] percent ([**]%) of the Total Marketing Margin. Terminal’s Quarterly Marketing Fee shall be payable
on or before the last day of the month following the end of the applicable calendar quarter, payable in cash or by other delivery
of immediately available funds such as wire or ACH transfer. If for any relevant period the Quarterly Marketing Fee Certification
results in a negative number, then Customer will not be required to make a Quarterly Marketing Fee payment to Terminal and said
negative number shall be carried forward until a positive Quarterly Marketing Fee is owed, at which time the negative number shall
be netted out.


 


2.3.3           Additive
and Ancillary Service Fees. Schedule C of the Agreement shall be amended to include a $[**] per barrel charge for ethanol
truck loading services at all Terminal Facilities.


 


2.4           Schedules.
Schedules A, B and C of the Agreement shall be amended to reflect the foregoing and the addition of the St. Louis Facility.


 


2.5           Stipulated
Volumes. Schedule B of the Agreement shall be further amended to reduce the Stipulated Volumes at the Jacksonville Terminal
Facility by 162,070 barrels and increase the Stipulated Volumes at the Salisbury Terminal Facility by 17,978 barrels, each effective
January 1, 2016.


 




     


     


    

 


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 remain in full force and effect.


 


[Signature Page Immediately Follows]


 




     


     


    

 


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 (**).


  


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


 





	 	CENTER POINT TERMINAL COMPANY, LLC
	 	 	 
	 	By:	/s/ Ken Fenton
	 	Name: Ken Fenton
	 	Title: Executive Vice President
	 	 	 
	 	APEX OIL COMPANY, INC.
	 	 	 
	 	By:	/s/ Jeff Call
	 	Name: Jeff Call
	 	Title: President







 




     


     


    

 


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 A


 


(Effective as of January 1, 2016)


 


TERMINAL FACILITIES AND INITIAL CONTRACT
TERMS


 


	Terminal Facility	 	Initial Contract Term
	
        Albany

         
	 	2 Year
	
        Baltimore

         
	 	3 Years
	
        Blakeley Island

         
	 	N/A
	
        Chesapeake 

         
	 	2 Years
	
        Gates

         
	 	1 Year
	
        Glenmont

         
	 	2 years
	
        Greensboro

         
	 	
        3 years

        Commencing 1-1-2015

	 	 	 
	
        Jacksonville

         
	 	3 Years
	
        Newark

         
	 	5 Years
	Salisbury	 	
        3 Years

        Commencing when tanks are available for
        service

	 	 	 
	St. Louis	 	
        1 Year

        Commencing 1-1-2016



 


This Amended Schedule A reflects all revisions
to the Agreement as of January 1, 2016.


 




     


     


    

 


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 January 1, 2016)


 


STIPULATED VOLUMES AND TYPES OF PRODUCT


 


 


	 	 	Albany	 	Baltimore	 	Blakeley
    Is	 	Chesapeake	 	Gates	 	Glenmont	 	Greensboro	 	Jacksonville	 	Newark	 	Salisbury	 	St.
    Louis	 	Total
	Stipulated
    Volumes/bbl	 	762,062	 	853,900	 	N/A	 	78,400	 	101,178	 	1,779,779	 	664,107	 	251,618	 	433,000	 	147,123	 	 	 	5,071,167
    (excluding biodiesel and asphalt)
	Biodiesel
    volumes/bbl	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	500	 	 	 	 	 	500
	Asphalt
    Stipulated Volumes/bbl	 	 	 	 	 	 	 	165,000	 	 	 	 	 	 	 	 	 	 	 	 	 	347,820	 	512,820


 


This Amended Schedule B reflects all revisions to
the Agreement as of January 1, 2016.


 




     


     


    

 


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 C 


(Effective as of January 1, 2016)


 


STORAGE RATES PER BARREL*


 








	 	 	Albany	 	 	Baltimore	 	 	Blakeley
    Is	 	 	Chesapeake	 	 	Gates	 	 	Glenmont	 	 	Greensboro	 	 	Jacksonville	 	 	Newark	 	 	Salisbury	 	 	St. Louis	 
	Storage Rates/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	 
	Biodiesel Storage Rates/bbl	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[**]	 	 	 	 	 	 	 	 
	Asphalt Storage Rates/bbl	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 $	[**	]




 


 






     


     


    

 


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 (**).


 


ADDITIVE & ANCILLARY SERVICE FEES*


 











	 	 	Albany	 	 	Baltimore	 	 	Blakeley
    Is	 	 	Chesapeake	 	 	Gates	 	 	Glenmont	 	 	Greensboro	 	 	Jacksonville	 	 	Newark	 	 	Salisbury	 	 	St.
    Louis	 
	Generic Gas Additive/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	 [**]		 	$	 [**]	 	 	 	N/A	 
	Proprietary Gas Additive/bbl	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	Ethanol Blending/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 
	Biodiesel Blending/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 
	Gasoline Blendstocks/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 
	Red Dye Injection/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 
	Lubricity Additive/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 
	Cold Flow Additive/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 
	Octane Booster Blending/bbl	 	$	[**]	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	Rail Car Unloading/bbl	 	$	[**]	 	 	 	N/A	 	 	 	N/A	 	 	$	[**]	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	$	[**]	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	Barge Imports/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 
	Barge Exports/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 
	Pipeline Service Fee/month	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 
	Pipeline Throughput Fee/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 
	Truck Unloading Fee/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 
	Asphalt Heating Charge (per heater)	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	at cost	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	$	[**]/hour	
	Tank Transfer Fee/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 
	Ethanol Truck Loading Fee/bbl	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	$	[**]	 	 	 	N/A	 







 


* Subject to adjustment as provided in Section 4.6.


 


This Amended Schedule C reflects all revisions to the Agreement
as of January 1, 2016.