Exhibit 10.01


FOURTH AMENDED AND RESTATED


SERVICES AGREEMENT


AMONG


DIAMOND SHAMROCK REFINING AND MARKETING COMPANY


VALERO CORPORATE SERVICES COMPANY


VALERO L.P.


VALERO LOGISTICS OPERATIONS, L.P.


RIVERWALK LOGISTICS, L.P.


AND


VALERO GP, LLC


DATED AS OF DECEMBER 22, 2006
















FOURTH AMENDED AND RESTATED SERVICES
AGREEMENT


This Fourth Amended and Restated Services Agreement
(this “Agreement”) is entered into effective as of December 22, 2006
(the “Effective Date”) by and among Diamond Shamrock Refining and
Marketing Company, a Delaware corporation (“DSRMC”) and Valero Corporate
Services Company, a Delaware corporation (“VSCS”), both indirect wholly
owned subsidiaries of Valero Energy Corporation (“Valero Energy”),
Valero L.P., a publicly traded Delaware limited partnership (the “Partnership”),
Valero Logistics Operations, L.P. (the “Operating Partnership”), a
Delaware limited partnership and an indirect wholly owned subsidiary of the
Partnership, Riverwalk Logistics, L.P., the general partner (the “General
Partner”) of the Partnership, and its general partner, Valero GP, LLC  (“Valero GP”) (Valero GP, the General
Partner, the Partnership and the Operating Partnership being individually
referred to herein as a “Partnership Party,” and collectively, the “Partnership
Parties”).


RECITALS


WHEREAS, certain parties hereto entered into a
Services Agreement effective July 1, 2000 pursuant to which DSRMC agreed to
provide certain corporate, general and administrative services to the
Partnership Parties in exchange for an administrative services fee; and


WHEREAS, the Services Agreement was amended and
restated effective April 1, 2004, July 1, 2005 and January 1, 2006 (as amended
and restated, the “Services Agreement”); and


WHEREAS, the parties wish to amend and restate the
Services Agreement as set forth below; and


NOW, THEREFORE, for and in consideration of the mutual
covenants contained in this Agreement, the parties hereto hereby agree to amend
and restate the Services Agreement as follows:


ARTICLE I


DEFINITIONS


The following terms shall have the meanings set forth
below for purposes of this Agreement:


“Affiliates” means entities that directly or
indirectly through one or more intermediaries control, or are controlled by, or
are under common control with, such party, and the term “control” shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of management and policies of an entity, whether through the
ownership of voting securities, by contract or otherwise, provided, however,
that with respect to VCSC or Valero Energy, the term “Affiliate” shall
exclude Holdings and the Partnership Parties.


“Associate” means, when used to indicate a
relationship with any Person, (a) any corporation or organization of which such
Person is a director, officer or partner or is, directly or indirectly, the
owner of 20% or more of any class of voting stock or other voting interest; (b)
any trust or other estate in which such Person has at least a 20% beneficial
interest or as to which 









 



such Person serves as
trustee or in a similar fiduciary capacity; and (c) any relative or spouse of
such Person, or any relative of such spouse, who has the same principal
residence as such Person.


“Group” means a Person
that with or through any of its Affiliates or Associates  has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting (except voting
pursuant to a revocable proxy or consent given to such Person in response to a
proxy or consent solicitation made to ten or more Persons), exercising
investment power or disposing of any membership interests of Holdings with any
other Person that beneficially owns, or whose Affiliates or Associates
beneficially own, directly or indirectly, membership interests of Holdings.


“Holdings” means
Valero GP Holdings, LLC.


“Move Date” means the last day of the first
month as of which more than 50% of the Partnership Parties’ employees have
moved away from the One Valero Way location.


“Last Move Date” means the earlier of (i) the
day on which all remaining Partnership Parties’ employees have moved away from
the One Valero Way location or (ii) December 31, 2007.


“Person”
means an individual or a corporation, limited liability company, partnership,
joint venture, trust, unincorporated organization or other enterprise
(including an employee benefit plan), association, government agency or
political subdivision thereof or other entity.


“Valero Energy Affiliates” shall mean any and all Affiliates of Valero Energy.


ARTICLE
II

PROVISION OF SERVICES


Section 2.1            Provision
of Services by VCSC and its Affiliates.


(a)           Administrative Services.  VCSC or any Affiliate of VCSC (collectively, “VCSC
Parties”) shall provide to the Partnership Parties certain non-exclusive
management, employee-related and other services as set forth on Schedule A
hereto (the “Administrative Services”) through the earlier of (A)
December 31, 2010, (B) termination by the Partnership Parties of such
Administrative Service pursuant to Section 2.1(d), or (C) termination by VCSC
of such Administrative Service pursuant to Section 2.1(e) (each such date the “Administrative
Service Termination Date”).


(b)           Telecommunications Services.  The VCSC Parties shall provide the
Partnership Parties with Telecommunication Services (defined below)
substantially similar to those provided to Affiliates of VCSC through the
earlier of (A) December 31, 2010, (B) termination by the Partnership Parties of
all or a portion of the Telecommunication Services pursuant to Section 2.1(d),
or (C) termination by VCSC of all or a portion of the Telecommunication
Services 



 2
 






 



pursuant to Section 2.1(e) (each such date
the “Telecommunications Services Termination Date”).  “Telecommunications Services” include
the provision of circuits related to telecommunications hardware and local and
long distance carrier service at VCSC’s corporate headquarters located at One
Valero Way, and cell phones, pagers, Blackberries (or their functional
equivalent) and other personal communications devices.


(c)           Nature and Quality of Services; Additional Services.  The quality of the Administrative Services
and the Telecommunications Services shall be substantially identical to those
provided to other Affiliates of VCSC, and substantially consistent with the
quantity and scope of the Administrative Services and Telecommunications Services
provided to the Partnership Parties by the VCSC Parties as of the Effective
Date.    The VCSC Parties may provide the
Partnership Parties with such other services as Valero GP may request from time
to time during the term of this Agreement for such additional compensation as
the parties may agree. All Administrative Services shall be provided from or at
VCSC’s corporate headquarters located at One Valero Way.   Local and long distance carrier service will
only be provided from the One Valero Way location and not from any other
location.


(d)           Cancellation of Services by the Partnership Parties.  The
Partnership Parties may terminate any Administrative or Telecommunications
Service on 60 days’ prior written notice to VCSC.


(e)           Cancellation of Services by VCSC.  VCSC shall have the option to terminate this
Agreement prior to December 31, 2010 in accordance with, and subject to, the
following provisions (such option, the “VCSC Termination Option”):


(i)            Such termination as it relates to (A) any specific Administrative
Service cannot be effective until the earliest of the applicable Optional
Termination Date specified on Schedule A hereto, (B) any
Telecommunication Service (other than local and long distance carrier service
at VCSC’s corporate headquarters located at One Valero Way) cannot be effective
prior to June 30, 2007, and (C) local and long distance carrier service at VCSC’s
corporate headquarters located at One Valero Way cannot be effective until the
Last Move Date;


(ii)            VCSC must notify the Partnership Parties in writing of
its election to exercise such option; provided however, that VCSC shall
continue to provide Human Resources Compensation, Payroll, Benefits and
Employment services for at least six months after such notice; and


(iii)          VCSC shall pay the Termination Option Fee as provided in
Section 2.2.


(f)            Transition
Assistance.  (i)  VCSC shall provide assistance to the
Partnership Parties as reasonably necessary or desirable in connection with the
transfer of Human Resources Compensation, Payroll, Benefits and Employment
services to the Partnership Parties as a result of the exercise of the VCSC
Termination Option, a cancellation of services by the Partnership Parties
pursuant to Section 2.1(d) hereof, or the expiration of this Agreement, and such
assistance shall be within the Administrative Services provided hereunder
(i.e., at no additional cost other than Direct Charges (as defined below in
Section 2.2(c)). The VCSC Parties shall 



 3
 






 



provide reasonable cooperation and assistance in transferring the third
party contracts associated with the telecommunications circuits and the cell
phones, pagers, Blackberries and other personal communications devices as of
the applicable Telecommunications Services Termination Date.


(ii)           If
VCSC exercises the VCSC Termination Option to be effective as of the Optional
Termination Dates specified on Schedule A and the Partnership Parties
nonetheless request in writing the provision of one or more of the Human
Resources Compensation, Payroll, Benefits and Employment Services beyond the
applicable Optional Termination Date, then the VCSC Parties shall continue to
provide such Human Resources Service until receipt of further written notice
from any of the Partnership Parties that they wish to terminate the provision
of such Service: (1) subject to increased fees pursuant to Section 2.2 below,
and (2) in no event shall any VCSC Party be obligated to provide any of the
Human Resources Services beyond December 31, 2008.


Section 2.2            Fees
for Services.


(a)           Administrative Services Fees (i) For Administrative
Services rendered from the Effective Date of this Agreement through December
31, 2006, the Operating Partnership shall pay to VCSC $11,846.


(ii)           Beginning January 1, 2007, the Operating Partnership shall
pay to VCSC a monthly fee (the “Administrative Services Fee”) for each
of the Administrative Services as specified on Schedule A (subject to
adjustment as set forth in (iii) immediately below) for each month up to and
including the month in which the Administrative Service Termination Date for
each such Service occurs.  The
Partnership Parties shall be responsible for all applicable sales taxes (if
any) on the portion of the Administrative Services Fee attributable to IS
Services.


(iii)          The Administrative Services Fee for 2008 and thereafter
shall be increased as of January 1 of each such year by an amount equal to
Valero Energy’s general annual merit increase percentage for the just completed
contract year.


(iv)          If VCSC exercises the VCSC Termination Option pursuant to
Section 2.1(e) and has paid the Termination Fee pursuant to Section 2.2(d)
below, and the Partnership Parties request the provision of one or more of the
Human Resources Compensation, Payroll, Benefits and Employment Services beyond
the applicable Administrative Services Termination Date, then the Operating
Partnership shall pay to VCSC a monthly fee for each such Service equal to the
greater of VCSC Parties’ cost in providing such Service or three times the
applicable Administrative Services Fee for such Service as set out on Schedule
A.


(b)           Telecommunication Services Fees.  (i) 
For Telecommunication Services rendered from the Effective Date of this
Agreement through December 31, 2006, the Partnership Parties shall pay to VCSC
$29,570.


(ii)           Beginning
January 1, 2007, with respect to all Telecommunication Services other than
local and long distance telephone service, the Operating Partnership shall pay
to VCSC a monthly fee of $91,680, subject to adjustment as set forth in (v)
immediately below.



 4
 






 



(iii)          If the Partnership Parties transfer any of the Telecommunications
Services to their account prior to the applicable Telecommunications Services
Termination Date, and such transfer results in reduced costs to VCSC in providing
the remaining Telecommunication Services, then VCSC and the Partnership Parties
shall use reasonable best efforts to agree and implement a reduction in the
monthly fee that reflects the proportional cost of such transferred
Telecommunication Service compared to those Telecommunication Services that
VCSC is still providing at the time of the transfer.


(iv)          For
local and long distance carrier service, the Operating Partnership shall pay a
monthly fee of $1,728, subject to adjustment as set forth in (v) immediately
below, provided that such fee shall be pro-rated following the Move Date based
on the number of Partnership Parties’ employees that remain at the VCSC
corporate headquarters.


(v)           The
fees set forth in (ii) and (iv) immediately above shall be adjusted beginning
January 1, 2008 to reflect VCSC’s actual cost to provide the Telecommunications
Services.


(vi)          If
the Partnership Parties elect not to take assignment of any of the third party
contracts associated with the telecommunications circuits and the cell phones,
pagers, Blackberries and other personal communications devices utilized by the
Partnership Parties prior to the applicable Telecommunications Services
Termination Date, the Operating Partnership shall reimburse VCSC for any
termination fees incurred by VCSC as a result of election by the Partnership
Parties.


(c)           Direct Charges.  In addition to the fees set forth above, the
following items will be directly charged to the Partnership Parties (“Direct
Charges”): all third party expenses directly related to the Partnership
Parties, including, but not limited to, public company costs, outside legal
fees, outside accounting fees, fees and expenses of external advisors and
consultants, and insurance costs, including but not limited to, general liability,
automobile liability, comprehensive liability, excess liability, property and
directors and officers.   Payroll for
employees of the Partnership Parties will also be directly billed to the
Partnership Parties.


(d)           Termination Option Fee.  If VCSC elects to exercise the VCSC
Termination Option as provided in Section 2.1(e), then VCSC shall pay the
Operating Partnership a one-time termination fee of $13,000,000 (“Termination
Fee”) on or prior to the later of (i) 10 business days following the Last
Move Date and (ii) 10 business days following VCSC’s notice pursuant to Section
2.1(e)(ii).  The parties agree that this
Termination Fee is an all-in termination fee and is in lieu of any other
payments or charges by VCSC or other claims that the Partnership Parties may
have against VCSC with respect to the early termination of this Agreement.


Section 2.3            Payment
of Fees.


(a)           The fees to be paid by the Operating Partnership pursuant
to this Agreement shall be paid by the Operating Partnership in arrears within
30 days of the end of the month; provided that payroll for employees of the
Partnership Parties will be paid by the Operating Partnership no later than the
first day following the end of each payroll period during the term of this
Agreement.



 5
 






 



(b)           To the extent reasonably practicable, all third party
invoices for Direct Charges shall be submitted to the appropriate Partnership
Party for payment.  For Direct Charges
not paid directly by the appropriate Partnership Party, if any, VCSC shall
present Valero GP with an invoice within 10 days after the end of each calendar
month which reflects an amount equal to all Direct Charges reimbursable to
VCSC.  The Partnership Parties shall pay
such sum within 30 days of the end of the applicable calendar month.


ARTICLE
III

MISCELLANEOUS


Section 3.1            Termination.


(a)           This Agreement shall terminate on December 31, 2010, unless terminated
earlier pursuant to Section 2.1.


(b) Notwithstanding Section 3.1(a), if a Change of Control (as defined
below) of Holdings or Valero GP occurs, this Agreement shall terminate.  The following shall constitute a Change of
Control:


(i)            Holdings
shall cease to own, directly or indirectly, 100% of each of Valero GP and the
General Partner;


(ii)           both
(A) the Valero Energy Affiliates shall be in the aggregate the legal or
beneficial owners (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of less than a majority of the combined
voting power of the then total membership interests (including all securities
which are convertible into membership interests) of Holdings, and (B) any
Person or Group of Persons (as defined below) acting in concert as a
partnership or other Group (a “Group of Persons”), other than one or
more of the Valero Energy Affiliates, shall be the legal or beneficial owner
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of 20% or more of the combined voting power of the then total
membership interests (including all securities which are convertible into membership
interests) of Holdings, provided, that a “Group of Persons” shall not include
the underwriter in any firm underwriting undertaken in connection with the
initial public offering or any subsequent public offering of Holdings; or


(iii)          occupation
of a majority of the seats (other than vacant seats) on the Board of Directors
(or Board of Managers) of Holdings by Persons who were neither (A) nominated by
the board of directors of Holdings nor (B) appointed by directors, a majority
of whom were so nominated.


Section 3.2            No Third Party Beneficiary.  The provisions of this
Agreement are enforceable solely by the parties to the Agreement and no limited
partner, assignee or other person shall have the right, separate and apart from
the parties hereto, to enforce any provisions of this Agreement or to compel
any party to this Agreement to comply with the terms of this Agreement.



 6
 






 



Section 3.3            No
Fiduciary Duties.  The parties hereto shall not have any
fiduciary obligations or duties to the other parties by reason of this
Agreement.  Subject to the Omnibus
Agreement among Valero Energy (as successor to Ultramar Diamond Shamrock
Corporation), Valero GP, the General Partner, the Partnership and the Operating
Partnership, dated as of April 16, 2001, as such agreement may be amended from
time to time, any party hereto may conduct any activity or business for its own
profit whether or not such activity or business is in competition with any
activity or business of the other party.


Section 3.4            Limited
Warranty; Limitation of Liability


VCSC represents that it will provide or cause the
services to be provided to the Partnership Parties with reasonable care and in
accordance with all applicable laws, rules, and regulations, including without
limitation those of the Federal Energy Regulatory Commission.  EXCEPT AS SET FORTH IN THE IMMEDIATELY
PRECEDING SENTENCE AND IN SECTION 2.1 (c), ALL PRODUCTS OBTAINED FOR THE
PARTNERSHIP PARTIES ARE AS IS, WHERE IS, WITH ALL FAULTS, AND VCSC MAKES NO (AND
HEREBY DISCLAIMS AND NEGATES ANY AND ALL) REPRESENTATIONS AND WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES RENDERED OR PRODUCTS
OBTAINED FOR THE PARTNERSHIP PARTIES. 
FURTHERMORE, THE PARTNERSHIP PARTIES MAY NOT RELY UPON ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE MADE TO VCSC BY ANY PARTY
(INCLUDING, AN AFFILIATE OF VCSC) PERFORMING SERVICES ON BEHALF OF VCSC HEREUNDER,
UNLESS SUCH PARTY MAKES AN EXPRESS WARRANTY TO VALERO GP OR THE PARTNERSHIP
PARTIES.  HOWEVER, IN THE CASE OF
SERVICES PROVIDED BY A THIRD PARTY FOR THE PARTNERSHIP PARTIES, IF THE THIRD
PARTY PROVIDER OF SUCH SERVICES MAKES AN EXPRESS WARRANTY TO ANY OF THE
PARTNERSHIP PARTIES, THE PARTNERSHIP PARTIES ARE ENTITLED TO CAUSE VCSC TO RELY
ON AND TO ENFORCE SUCH WARRANTY.


IT IS EXPRESSLY UNDERSTOOD BY THE PARTNERSHIP PARTIES
THAT VCSC AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR THE FAILURE OF THIRD
PARTY PROVIDERS TO PERFORM ANY SERVICES HEREUNDER AND FURTHER THAT VCSC AND ITS
AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER FOR THE SERVICES PROVIDED BY ANY
SUCH THIRD PARTY UNLESS IN EITHER EVENT SUCH SERVICES ARE PROVIDED IN A MANNER
WHICH WOULD EVIDENCE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT ON THE PART OF
VCSC OR ITS AFFILIATES BUT VCSC SHALL, ON BEHALF OF THE PARTNERSHIP PARTIES,
PURSUE ALL RIGHTS AND REMEDIES UNDER ANY SUCH THIRD PARTY CONTRACT.  THE PARTNERSHIP PARTIES AGREE THAT THE
REMUNERATION PAID TO VCSC HEREUNDER FOR THE SERVICES TO BE PERFORMED REFLECT
THIS LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.  IN NO EVENT SHALL VCSC BE LIABLE TO THE
PARTNERSHIP PARTIES OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES RESULTING FROM ANY ERROR IN THE PERFORMANCE OF SERVICES
OR FROM THE BREACH OF THIS 



 7
 






 



AGREEMENT,
REGARDLESS OF THE FAULT OF VCSC, ANY VCSC AFFILIATE, OR ANY THIRD PARTY
PROVIDER OR WHETHER VCSC, ANY VCSC AFFILIATE, OR THE THIRD PARTY PROVIDER ARE
WHOLLY, CONCURRENTLY, PARTIALLY, OR SOLELY NEGLIGENT.  TO THE EXTENT ANY THIRD PARTY PROVIDER HAS
LIMITED ITS LIABILITY TO VCSC OR ITS AFFILIATE FOR SERVICES UNDER AN
OUTSOURCING OR OTHER AGREEMENT, THE PARTNERSHIP PARTIES AGREE TO BE BOUND BY
SUCH LIMITATION OF LIABILITY FOR ANY PRODUCT OR SERVICE PROVIDED TO THE
PARTNERSHIP PARTIES BY SUCH THIRD PARTY PROVIDER UNDER VCSC’S OR SUCH AFFILIATE’S
AGREEMENT.


Section 3.5                Force Majeure.   If any party to this Agreement is rendered
unable by force majeure to carry out its obligations under this Agreement,
other than a party’s obligation to make payments as provided for herein, that
party shall give the other parties prompt written notice of the force majeure
with reasonably full particulars concerning it. 
Thereupon, the obligations of the party giving the notice, insofar as
they are affected by the force majeure, shall be suspended during, but no
longer than the continuance of, the force majeure.  The affected party shall use all reasonable
diligence to remove or remedy the force majeure situation as quickly as
practicable.


The requirement that any force majeure situation be
removed or remedied with all reasonable diligence shall not require the
settlement of strikes, lockouts or other labour difficulty by the party involved,
contrary to its wishes. Rather, all such difficulties may be handled entirely
within the discretion of the party concerned.


The term “force majeure” means any one or more
of: (a) an act of God, (b) a strike, lockout, labour difficulty or other industrial
disturbance, (c) an act of a public enemy, war, blockade, insurrection or
public riot, (d) lightning, fire, storm, flood or explosion, (e) governmental
action, delay, restraint or inaction, (f) judicial order or injunction, (g)
material shortage or unavailability of equipment, or (h) any other cause or
event, whether of the kind specifically enumerated above or otherwise, which is
not reasonably within the control of the party claiming suspension.


Section 3.6                Further Assurances.   In connection with this Agreement and all
transactions contemplated by this Agreement, each signatory party hereto agrees
to execute and deliver such additional documents and instruments as may be
required for a party to provide the services hereunder and to perform such other
additional acts as may be necessary or appropriate to effectuate, carry out,
and perform all of the terms and provisions of this Agreement.


Section 3.7                Time of the Essence.   Time is of the essence in this Agreement.


Section 3.8                Notices.  Any
notice, request, demand, direction or other communication required or permitted
to be given or made under this Agreement to a party shall be in writing and may
be given by hand delivery, postage prepaid first-class mail delivery, delivery
by a reputable international courier service guaranteeing next business day
delivery or by facsimile (if confirmed by one of the foregoing methods) to such
party at its address noted below:



 8
 






 



(a)   in
the case of VCSC, to:


Valero Corporate Services Company

One Valero Way

San Antonio, Texas 78249

Attention:  Legal Department

Telecopy: (210) 345-5889


(b)   in
the case of the General Partner and Valero GP, to:


Valero GP, LLC

One Valero Way

San Antonio, Texas 78249

Attention: Legal Department

Telecopy: (210) 345-4861


or at such other address of which notice may have been
given by such party in accordance with the provisions of this Section.


Section 3.9                Counterparts.   This Agreement may be executed in several
counterparts, no one of which needs to be executed by all of the parties.  Such counterpart, including a facsimile
transmission of this Agreement, shall be deemed to be an original and shall
have the same force and effect as an original. 
All counterparts together shall constitute but one and the same
instrument.


Section
3.10             Applicable Law.   The provisions of this Agreement shall be
construed in accordance with the laws of the State of Texas, excluding any
conflicts of law rule or principle that might refer the construction or
interpretation hereof to the laws of another jurisdiction.


Section
3.11             Binding Effect;
Assignment.   Except
for the ability of VCSC to cause one or more of the Administrative Services to
be performed by a third party provider or an Affiliate of VCSC, no party shall
have the right to assign its rights or obligations under this Agreement without
the consent of the other parties.


Section
3.12             Invalidity of
Provisions.   In
the event that one or more of the provisions contained in this Agreement shall
be invalid, illegal or unenforceable in any respect under any applicable law,
the validity, legality or enforceability of the remaining provisions hereof
shall not be affected or impaired thereby.


Section
3.13             Modification;
Amendment.   This
Agreement may be amended or modified from time to time only by a written
amendment signed by all parties hereto; provided however, that the Partnership
Parties may not, without the prior approval of the Conflicts Committee, agree
to any amendment or modification to this Agreement that, in the reasonable 



 9
 






 



discretion of the General Partner, will adversely affect the holders of
common units of the Partnership.


Section
3.14             Entire Agreement.   This Agreement constitutes the whole and
entire agreement between the parties hereto and supersedes any prior agreement,
undertaking, declarations, commitments or representations, verbal or oral, in
respect of the subject matter hereof.


[Remainder of Page
Left Blank Intentionally]



 10
 






 



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


	
  

  	
  DIAMOND SHAMROCK REFINING AND MARKETING 

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kimberly S. Bowers

  
	
   

  	
   

  	
  Name: Kimberly S. Bowers

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  VALERO CORPORATE SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael S. Ciskowski

  
	
   

  	
   

  	
  Name: Michael S.
  Ciskowski

  
	
   

  	
   

  	
  Title: Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  VALERO L.P

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Riverwalk Logistics, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Valero GP, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Curtis V. Anastasio

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Curtis V. Anastasio

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
  VALERO LOGISTICS
  OPERATIONS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Valero GP, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Curtis V. Anastasio

  
	
   

  	
   

  	
   

  	
   Name: Curtis V. Anastasio

  
	
   

  	
   

  	
   

  	
   Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
  VALERO GP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Curtis V. Anastasio

  
	
   

  	
   

  	
   

  	
  Name: Curtis V. Anastasio

  
	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
  RIVERWALK
  LOGISTICS, L.P.

  
	
   

  	
   

  
	
   

  	
   By:

  	
  Valero GP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Curtis V. Anastasio

  
	
   

  	
   

  	
   

  	
  Name: Curtis V. Anastasio

  
	
   

  	
   

  	
   

  	
  Title: President

  



 


SIGNATURE PAGE
TO FOURTH AMENDED AND RESTATED  SERVICES
AGREEMENT



 11














 


SCHEDULE A


	
  Administrative Service

  	
   

  	
  Optional Termination Date

  	
   

  	
  2007 Monthly Fee

  	
   

  	
  2008 Monthly Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Records

  	
   

  	
  Move
  Date

  	
   

  	
  3,113

  	
   

  	
  4,316

  	
   

  
	
  Office Services

  	
   

  	
  Move
  Date

  	
   

  	
  1,883

  	
   

  	
  2,612

  	
   

  
	
  Facility Services (Mail
  Room)

  	
   

  	
  Move
  Date

  	
   

  	
  2,118

  	
   

  	
  2,945

  	
   

  
	
  Corporate Services
  Department

  	
   

  	
  Move
  Date

  	
   

  	
  1,612

  	
   

  	
  2,235

  	
   

  
	
  Corporate Security
  Services

  	
   

  	
  Move
  Date

  	
   

  	
  2,794

  	
   

  	
  3,874

  	
   

  
	
  HR Training Support

  	
   

  	
  Move
  Date

  	
   

  	
  809

  	
   

  	
  1,123

  	
   

  
	
  IS Services

  	
   

  	
  Last
  Move Date

  	
   

  	
  53,247

  	
   

  	
  73,836

  	
   

  
	
  Graphic Services

  	
   

  	
  Last
  Move Date

  	
   

  	
  3,881

  	
   

  	
  5,381

  	
   

  
	
  Corporate Travel
  Planning

  	
   

  	
  Last
  Move Date

  	
   

  	
  1,122

  	
   

  	
  1,556

  	
   

  
	
  Community/Public
  Relations

  	
   

  	
  Last
  Move Date

  	
   

  	
  6,688

  	
   

  	
  9,275

  	
   

  
	
  Government Affairs

  	
   

  	
  Last
  Move Date

  	
   

  	
  1,103

  	
   

  	
  1,529

  	
   

  
	
  HR Compensation

  	
   

  	
  12/31/2007

  	
   

  	
  3,974

  	
   

  	
  5,511

  	
   

  
	
  HR Employment

  	
   

  	
  12/31/2007

  	
   

  	
  2,954

  	
   

  	
  4,096

  	
   

  
	
  HR Benefits

  	
   

  	
  12/31/2007

  	
   

  	
  5,724

  	
   

  	
  7,938

  	
   

  
	
  HR-Payroll

  	
   

  	
  12/31/2007

  	
   

  	
  2,305

  	
   

  	
  3,197

  	
   

  
	
  Risk Control &
  Analysis

  	
   

  	
  12/31/2007

  	
   

  	
  932

  	
   

  	
  1,292

  	
   

  
	
  Risk Management

  	
   

  	
  12/31/2007

  	
   

  	
  2,893

  	
   

  	
  4,012

  	
   

  



 


2007 Monthly Fee
is for 2007; 2008 Montly Fee is the base for 2008 and remaining years of term
subject to adjustment under Section 2.2(a)(iii)



 A-1