exv10w25






EXHIBIT 10.25




 





SECOND AMENDMENT




TO




$2,500,000,000 5-YEAR REVOLVING CREDIT AGREEMENT




dated as of




November 9, 2007




among




VALERO ENERGY CORPORATION,

as Borrower,




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Global Administrative Agent,




and




The Lenders Party Hereto




 





 









 





SECOND AMENDMENT TO

$2,500,000,000 5-YEAR REVOLVING CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO $2,5000,000,000 5-YEAR REVOLVING CREDIT AGREEMENT (this “Second
Amendment”) dated as of November 9, 2007, is among VALERO ENERGY CORPORATION, a
Delaware corporation (the “Borrower”); JPMORGAN CHASE BANK, N.A., as administrative agent
(in such capacity, together with its successors in such capacity, the “Administrative
Agent”) and global administrative agent (in such capacity, together with its successors in such
capacity, the “Global Administrative Agent”) for the lenders party to the Credit Agreement
referred to below (collectively, the “Lenders”); and the undersigned Lenders.



R E C I T A L S




     A. The Borrower, the Administrative Agent, the Global Administrative Agent and the Lenders are
parties to that certain $2,500,000,000 5-Year Revolving Credit Agreement dated as of August 17,
2005 (as amended by that certain First Amendment to $2,500,000,000 5-Year Revolving Credit
Agreement dated as of July 24, 2006, the “Credit Agreement”), pursuant to which the Lenders
have made certain extensions of credit available to the Borrower.



     B. The Borrower has requested and the Administrative Agent and the Lenders have agreed to
amend certain provisions of the Credit Agreement.



     C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



     Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined
herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all
references to Sections in this Second Amendment refer to Sections of the Credit Agreement.



     Section 2. Amendments to Credit Agreement.



     2.1 Amendments to Section 1.01.




     (a) The definition of “Agreement” is hereby amended in its entirety to read as
follows:




     “Agreement” means this $2,500,000,000 5-Year Revolving Credit
Agreement, as amended by the First Amendment and the Second Amendment, as the same
may from time to time be amended, modified, supplemented or restated.




     (b) The definition of “Maturity Date” is hereby amended in its entirety to read
as follows:




     “Maturity Date” means November 9, 2012, and for any Lender agreeing to
extend its Maturity Date pursuant to Section 2.21 (and for the purposes of Section



 









 






2.04(d) and Section 2.06(c)), the date on November 9 in each year thereafter
pursuant to which the Maturity Date has been extended.




     (c) The following definitions are hereby added where alphabetically appropriate to read
as follows:




     “Adjusted Consolidated Net Debt” means, at any date, Consolidated Net
Debt less the principal amount of Hybrid Equity Securities in an aggregate
amount not to exceed 15% of Total Capitalization.




     “Consenting Lenders” has the meaning set forth in Section 2.21(b).




     “Extension Confirmation Date” has the meaning set forth in Section
2.21(b).




     “Extension Effective Date” has the meaning set forth in Section
2.21(b).




     “Hybrid Equity Securities” mean, on any date (the “determination
date”), any securities issued by the Borrower or any of its Subsidiaries or a
financing vehicle of the Borrower or any of its Subsidiaries, other than common
stock, that meet the following criteria: (a) (i) the Borrower demonstrates that such
securities are classified, at the time they are issued, as possessing a minimum of
“intermediate equity content” by S&P and “Basket C equity credit” by Moody’s (or the
equivalent classifications then in effect by such agencies) and (ii) on such
determination date such securities are classified as possessing a minimum of
“intermediate equity content” by S&P or “Basket C equity credit” by Moody’s (or the
equivalent classifications then in effect by such agencies) and (b) such securities
require no repayments or prepayments and no mandatory redemptions or repurchases, in
each case, prior to at least 91 days after the later of the termination of the
Commitments and the repayment in full of the obligations of the Borrower under this
Agreement. As used in this definition, “mandatory redemption” shall not include
conversion of a security into common stock.




     “Non-Consenting Lenders” has the meaning set forth in Section 2.21(b).




     “Second Amendment” means the Second Amendment to $2,500,000,000 5-Year
Revolving Credit Agreement dated as of November 9, 2007 among the Borrower, the
Administrative Agent, the Global Administrative Agent and the Lenders party thereto.




     “Total Capitalization” means, at the date of any determination thereof,
the sum of (a) Consolidated Net Debt plus (b) Consolidated New Worth of the
Borrower plus (c) the involuntary liquidation value of any Preferred Equity
Interests.



     2.2 Amendment to Section 2.02(a). Section 2.02(a) is hereby amended by replacing
“$500,000,000” in the ninth line thereof with “1,250,000,000”.



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     2.3 Amendment to Section 2.06(c). Section 2.02(c) is hereby amended by adding the
following proviso at the end thereof:




“; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the
close of business on the date that is five Business Days prior to the earliest Maturity Date
applicable to any Lender, unless the amount of such Letter of Credit on the date of
issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at
such time, is less than or equal to the total commitments of all Lenders having a later
Maturity Date”



     2.4 Amendment to Section 2.06(j). Section 2.06(j) is hereby amended in its entirety
to read as follows:




     “(j) Cash Collateralization. If (i) any Event of Default shall occur and be
continuing, then on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been
accelerated, Lenders with LC Exposures representing greater than 50% of the total LC
Exposure) demanding the deposit of cash collateral pursuant to this paragraph or (ii) the
Borrower is required to pay to the Administrative Agent the excess attributable to an LC
Exposure pursuant to Section 2.21, then the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and
unpaid interest and fees thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become immediately due
and payable, without demand or other notice of any kind, upon the occurrence of any Event of
Default with respect to the Borrower described in clause (h) or (i) of Article VII. As
collateral security for the payment and performance of the obligations of the Borrower under
this Agreement, the Borrower hereby grants to the Administrative Agent, for the benefit of
each Issuing Bank and the Lenders, a first priority security interest in such account and
all amounts and other property from time to time deposited or held in such account, and all
proceeds thereof, and any substitutions and replacements therefor. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of withdrawal, over
such account. Other than any interest earned on the investment of such deposits, which
investments shall be made at the option and sole discretion of the Administrative Agent and
at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse ratably the Issuing Banks
for LC Disbursements for which they have not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower
for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but
subject to the consent of Lenders with LC Exposure representing greater than 50% of the
total LC Exposure), be applied to satisfy other obligations of the Borrower under this
Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as
a result of the occurrence of an Event of Default, and the Borrower is not otherwise
required to pay to the Administrative Agent the excess attributable to an LC Exposure
pursuant to Section 2.21, such amount (to the extent not applied as aforesaid)



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shall be returned to the Borrower within three Business Days after all Events of Default
have been cured or waived.”



     2.5 Amendment to Section 2.19(b). Section 2.19(b) is hereby amended by inserting the
words “, or if any Lender shall fail to agree to extend the Maturity Date pursuant to Section
2.21,” after the reference to “Section 2.20,” and before the word “then” in the eight line thereof.



     2.6 Amendment to Article II. Article II is hereby amended to add the following new
Section 2.21 to read as follows:




     “Section 2.21. Extension of Maturity Date.




     (a) Not earlier than 75 days prior to, nor later than 30 days prior to, each
anniversary of November 9, 2007, the Borrower may, upon notice to the Administrative Agent
(which shall promptly notify the Lenders), request a one-year extension of the Maturity Date
then in effect. Within 15 days of delivery of such notice, each Lender shall notify the
Administrative Agent whether or not it consents to such extension (which consent may be
given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding
within the above time period shall be deemed not to have consented to such extension. The
Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’
responses.




     (b) The Maturity Date shall be extended only if the Required Lenders (calculated
excluding any Lender in default in its obligation to fund Loans hereunder and after giving
effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders
that so consent being the “Consenting Lenders” and the Lenders that do not consent
being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the
Consenting Lenders, shall be extended to the same date in the year following the Maturity
Date then in effect (such existing Maturity Date being the “Extension Effective
Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders
such extension, specifying the date of such confirmation (the “Extension Confirmation
Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to
such extension). As a condition precedent to such extension, the Borrower shall deliver to
the Administrative Agent a certificate of the Borrower dated as of the Extension
Confirmation Date signed by a Responsible Officer of the Borrower (i) certifying and
attaching the resolutions adopted by the Borrower approving or consenting to such extension
and (ii) certifying that, (A) before and after giving effect to such extension, the
representations and warranties contained in Article III made by it are true and correct on
and as of the Extension Confirmation Date, except to the extent that such representations
and warranties specifically refer to an earlier date, (B) before and after giving effect to
such extension to Default exists or will exist as of the Extension Confirmation Date, and
(C) since December 31, 2006, no event, development or circumstance that has had or could
reasonably be excepted to have a Material Adverse Effect has occurred. The Borrower shall
repay any Loans outstanding on the Extension Effective Date (and pay and additional amounts
required pursuant to Section 2.16) to the extent necessary to keep outstanding Loans ratable
with any revised and new Applicable



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Percentages of all the Lenders effective as of the Extension Effective Date; and if
after giving effect to such prepayment, the total Credit Exposures exceeds the total
Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the
Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as
cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall
automatically (without any further action) and ratably acquire on the Extension Effective
Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to
such Consenting Lender’s Applicable Percentage of the amount of such participants.”



     2.7 Amendment to Section 6.01. Section 6.01 is hereby amended in its entirety to read
as follows:



     “Section 6.01 Indebtedness. The Borrower will not permit Adjusted Consolidated Net
Debt at any time to exceed 60% of Total Capitalization.”



     2.8 Amendment to Section 9.02(d). Clause (vi) of Section 9.02(d) is hereby amended by
inserting the words “Section 2.21,” after the words “Section 2.12(d),” in the first line of such
clause (vi).



     2.9 Global Amendments. References to “Valero L.P.” wherever they appear in the Credit
Agreement are hereby changed to “NuStar L.P.” and references to “Valero GP, LLC” wherever they
appear in the Credit Agreement are hereby changed to “NuStar GP, LLC”.



     2.10 Commitments. On the Effective Date, the Commitment of each Lender shall, without
any further action (including, without the execution of any Assignment and Assumption or the
payment of any processing and recordation fee to the Administrative Agent), be the Commitment
specified for such Lender on the attached Schedule 2.01, and Schedule 2.01 of the Credit Agreement
is hereby amended and restated to read as set forth on the attached Schedule 2.01.



     Section 3. Conditions Precedent. This Second Amendment shall not become effective
until the date on which each of the following conditions is satisfied (or waived in accordance with
Section 9.02 of the Credit Agreement) (the “Effective Date”):



     3.1 The Administrative Agent and the Lenders shall have received all fees and other amounts
due and payable, if any, in connection with this Second Amendment on or prior to the Effective
Date.



     3.2 The Administrative Agent shall have received from all of the Lenders and the Borrower,
counterparts (in such number as may be requested by the Administrative Agent) of this Second
Amendment signed on behalf of such Persons.



     3.3 The Administrative Agent shall have received such other documents as the Administrative
Agent or special counsel to the Administrative Agent may reasonably request.



     3.4 No Default shall have occurred and be continuing, after giving effect to the terms of this
Second Amendment.



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     Section 4. Miscellaneous.



     4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Second
Amendment, shall remain in full force and effect following the effectiveness of this Second
Amendment.



     4.2 Ratification and Affirmation; Representations and Warranties. The Borrower hereby
(a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations
under, and acknowledges, renews and extends its continued liability under, each Loan Document to
which it is a party and agrees that each Loan Document to which it is a party remains in full force
and effect, except as expressly amended hereby, notwithstanding the amendments contained herein;
and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to
the terms of this Second Amendment: (i) all of the representations and warranties contained in
each Loan Document to which it is a party are true and correct, unless such representations and
warranties are stated to relate to a specific earlier date, in which case, such representations and
warranties shall continue to be true and correct as of such earlier date and (ii) no Default has
occurred and is continuing. 



     4.3 Loan Document. This Second Amendment is a “Loan Document” as defined and
described in the Credit Agreement and all of the terms and provisions of the Credit Agreement
relating to Loan Documents shall apply hereto.



     4.4 Counterparts. This Second Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of this Second Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



     4.5 NO ORAL AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.



     4.6 GOVERNING LAW. THIS SECOND AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.



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     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
as of the date first written above.



	 	 	 	 	 
	 	VALERO ENERGY CORPORATION

 	 
	 	By:  	     /s/ Donna M. Titzman
 	 
	 	 	     Donna Titzman 	 
	 	 	     Treasurer 	 
	 



Second Amendment to $2,500,000,000

5-Year Revolving Credit Agreement









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	 	JPMORGAN CHASE BANK, N.A.,

individually and as Administrative Agent and

as Global Administrative Agent

 	 
	 	By:  	/s/ Robert W. Traband 	 
	 	 	     Robert W. Traband 	 
	 	 	     Vice President 	 
	 



Second Amendment to $2,500,000,000

5-Year Revolving Credit Agreement



We have omitted the “Commitment Schedule” from this Exhibit. We will furnish a copy of this
schedule to the Commission upon request.




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