Exhibit
10.02


LEASE MOU
TERMINATION AGREEMENT


This Lease MOU
Termination Agreement (the “Agreement”) is entered into by and between Valero
Corporate Services Company, a Delaware corporation (“VCSC”), and Valero
Logistics Operations, L.P. (“VLI”), as of the 22nd of December, 2006.


BACKGROUND


A.                                   VCSC
and VLI entered into a Memorandum of Understanding (“MOU”), effective January
1, 2006 regarding an Office Lease Agreement detailing certain terms associated
with the proposed lease of space by VCSC to VLI in a new building presently
under construction at VCSC’s corporate headquarters located at One Valero Way,
San Antonio, Texas.  A copy of the MOU is
attached as Exhibit A to this Agreement.


B.                                     VLI
now desires to move to a different facility located elsewhere in San Antonio.


C.                                     VCSC
and VLI wish to terminate the MOU.


AGREEMENT


For valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
VCSC and VLI agree to terminate the MOU as of the date hereof.


IN WITNESS WHEREOF, VCSC
and VLI have executed this Agreement as of the date first referenced above.


	
  VALERO CORPORATE SERVICES COMPANY

  
	
   

  
	
   

  
	
  BY:

  	
  /s/ Michael S. Ciskowski

  	
   

  
	
  NAME:

  	
  Michael S. Ciskowski

  	
   

  
	
  TITILE:

  	
  Executive Vice President

  	
   

  



 


	
  VALERO LOGISTICS OPERATIONS, L.P.

  
	
   

  
	
   

  
	
  BY:  
  VALERO  GP, INC., ITS GENERAL
  PARTNER

  
	
   

  
	
  BY:

  	
  /s/ Curtis V. Anastasio

  	
   

  
	
  NAME:

  	
  Curtis V. Anastasio

  	
   

  
	
  TITILE:

  	
  President & C.E.O.

  	
   

  



 















 


EXHIBIT A


MEMORANDUM
OF UNDERSTANDING ATTACHED


 















 


Memorandum
of Understanding

Regarding Office Lease Agreement

Between

Valero Corporate Services Company, as Landlord, and

Valero Logistics Operations, L.P., as Tenant


This Memorandum of
Understanding, by and between Valero Corporate Services Company, a Delaware
corporation, and Valero Logistics Operations, L.P., a Delaware limited
partnership, will serve to document the agreement of such parties on the
principal terms of an Office Lease Agreement (the “Lease Agreement”) to be
executed by the parties. The parties agree to more fully memorialize these
agreements in the Lease Agreement no later than March 31, 2006, or such other
date as may be mutually agreed to by the parties. Until such Lease Agreement is
executed and delivered on behalf of the parties, the terms of this Memorandum
of Understanding shall be binding on the parties.


Principal Terms of Lease Agreement:


 


	
  Landlord:

  	
   

  	
  Valero Corporate Services Company

  
	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  Valero Logistics Operations, L.P.

  



 


Leased Premises:            All
of a floor (approximately 63,803 square feet, floor to-be-determined) of the
to-be-constructed office building (the “Building”) totaling approximately
259,455 square feet at Valero corporate headquarters (the “Project”), in San
Antonio, Bexar County, Texas, located on that certain parcel of land (the “Land”)
replatted as Lot 6, Block 2, NCB 14746, recorded in Book 9568, Page 191, Plat
Records of Bexar County, Texas.


	
  Effective Date:

  	
   

  	
  January 1, 2006

  
	
   

  	
   

  	
   

  
	
  Initial Term:

  	
   

  	
  25 years from Rent Commencement Date (defined below)

  
	
   

  	
   

  	
   

  
	
  Renewal Option(s):

  	
   

  	
  One (1) option, for a period of 10 years

  



 


Rent Commencement Date:                The earlier of (i) the
Substantial Completion Date (defined below) or (ii) the date of Tenant’s
beneficial occupancy of the Leased Premises for the conduct of its business
therein. For purposes hereof, the “Substantial Completion Date” means the date
on which the initial leasehold improvements to the Leased Premises are
completed in all material respects in substantial compliance with the final
plans and permits and the Leased Premises are ready for occupancy.


	
  Use:

  	
   

  	
  General office use, and related administrative and
  ancillary purposes

  
	
   

  	
   

  	
   

  
	
  Base Rent:

  	
   

  	
  Initial Term:

  



 



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For first 5 years:   $1,598,000 per
year;


For the next 5 years, Base Rent shall be adjusted based on changes in
the CPI Index;


Thereafter, at the beginning of each 5 year period for the remainder of
the Initial Term, Base Rent shall be adjusted to reflect the actual market rent
for comparable office space.


The Base Rent includes Tenant’s proportionate share (based on a
fraction, the numerator of which is the rentable square footage of the Leased
Premises, and the denominator of which is the rentable square footage of the
Building and the other buildings at the Project) of (i) Landlord’s operating
expenses, such as HVAC, janitorial services, and the other Landlord Services
(defined below), (ii) the real property ad valorem taxes assessed or imposed on
the Project, and (iii) Landlord’s insurance costs relating to the Project.


Renewal Period:


At the beginning of the renewal period (if applicable), and again after
the expiration of the first 5 years of the renewal period, the Base Rent shall
be adjusted to reflect the actual market rent for comparable office space.


Change of Control
Provision:            In
the event of a change of control (“Change of Control”) of Valero L.P. or Valero
GP Holdings, LLC, Landlord may, in its sole discretion, declare default by
Tenant under the lease, for which Landlord will have all remedies available to
it under the lease, including the right to evict Tenant with 6 months prior
notice (such 6 month notice period shall only apply if the Change of Control is
the sole Tenant default).


Remedies upon Tenant
Default:        Lease
shall contain standard Landlord remedies upon Tenant default, including
(without limitation) acceleration of rent.


Relocation of Landlord’s
Headquarters:          If
Landlord’s corporate headquarters are relocated to any other location, Landlord
may terminate the Lease on 12 months prior written notice.


Initial Tenant
Improvements/Alteration Rights:             Landlord shall be responsible, at its sole cost and
expense, for initial tenant improvements/finish-out of Leased Premises, based
on plans approved by Landlord and Tenant; after the Commencement Date, Tenant
may make non-structural changes to the Leased Premises without Landlord’s
consent (structural changes shall require Landlord’s prior written consent, in
its sole discretion).


Furnishings & Moving
Expenses:    Landlord
shall provide Tenant with all furnishings being used by Tenant in Landlord’s
other buildings as of the Rent Commencement Date.



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All furnishings required
by Tenant after the Rent Commencement Date shall be at Tenant’s sole cost and
expense.  Landlord shall move Tenant into
the Leased Premises at its sole cost and expense.


No Representations or
Warranties:   The Leased
Premises shall be leased on an “AS IS”, “WITH ALL FAULTS” basis, with no
express or implied representations or warranties provided by Landlord; provided
that, to the extent that any express warranties form third party contractors
relating to the initial tenant improvements to the Leased Premises are
partially assignable to Tenant, Landlord shall partially assign such warranties
to Tenant.


Landlord Services/Maintenance
Responsibilities;  Tenant Maintenance
Responsibilities:  Landlord
shall be responsible for providing (i) 
maintenance and repair of the roof, exterior walls, foundations and
other structural elements of the Building; (ii) 
the following with respect to the Leased Premises:  janitorial services, elevator service, electrical
services, HVAC, replacement of lamps and ballasts in ceiling, water and sewer service
for the restrooms, and routine plumbing repairs; (iii)  grounds and landscaping maintenance; and
(iv)  parking lot maintenance
(collectively, “Landlord Services”). Tenant shall be responsible for providing
all other maintenance and repairs to the Leased Premises.


License to Use Certain
Amenities:  As long as
Landlord is providing the Campus Amenities (defined below) to its employees at
the Project, then Tenant’s employees at the Leased Premises shall have a
license to use the Campus Amenities, within the areas at the Project or on
Landlord’s adjacent campus designated by Landlord in its sole discretion, at no
additional cost to Tenant other than any costs charged to Landlord’s employees
therefore.  Notwithstanding the
foregoing, Landlord may terminate the license (or any portion thereof, in
Landlords’ sole discretion) described in this paragraph at any time upon thirty
(30) days written notice to Tenant after a Change of Control.  For purposes hereof, the term “Campus
Amenities” means the following: 
cafeteria services provided by Aramark Food Services, Inc.  (or other entity designated by Landlord in
its sole discretion); fitness center, walking/jogging trials, and basketball
and tennis courts owned by Landlord at the Project; fitness services provided
by MediFit Corporate Services, Inc. (or other entity designated by Landlord in
its sole discretion); massage therapy provided by any person or entity
designated by Landlord in its sole discretion; and any other similar kinds of
services that may be provided by Landlord at the Project to Landlord’s
employees at the Project in the future, as may be designated by Landlord in its
sole discretion.


Tenant’s Right to Assign
or Sublease:  Tenant
may not assign any of its interest in the lease or sublet all or any portion of
the Leased Premises without Landlord’s prior written consent, in Landlord’s
sole discretion.


Security:  Subject to the provisions below, Landlord
shall provide security services for the project, including the parking garage
and the Leased Premises.



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Indemnity:             The lease will contain typical
indemnities (contained in standard office leases) from Tenant in favor of
Landlord; provided that Tenant shall release, indemnify and hold harmless
Landlord from and against any and all claims of Tenant’s employees arising from
the security, health, and/or fitness services (each of which is described above)
at the Project or the exercise of any of the rights under the license described
above by Tenant’s employees, including, without limitation, any such claim
caused by or resulting from Landlord’s negligence.  The lease will include the necessary provisions
to comply with the express negligence standards of the laws of the State of
Texas.


Insurance:             The lease will describe the
insurance coverage (as typically required by Landlord) that Tenant shall
provide at its sole cost and expense, with Landlord named as an additional
insured.


Taxes:                     Tenant shall be responsible
for payment of all taxes and assessments levied or assessed upon Tenant’s
fixtures, furniture and personal property located in or about the Leased
Premises.


Parking:                  Tenant shall be entitled to a
pro-rata share of the parking spaces located in the parking garage to be
constructed adjacent to the Building, including a pro-rata share of the
reserved spaces, based on its proportionate share (made up of a fraction, the
numerator of which is the rentable square footage of the Leased Premises in the
Building, and the denominator of which is the rentable square footage in the
Building), all at no additional cost.


Brokerage
Commissions:                    None.  The lease shall contain a mutual indemnity
for any claim for brokerage commissions in connection with the lease arising
by, through or under the indemnifying party.


The parties agree that
this Memorandum of Understanding shall be binding upon their respective
successors and assigns, and that either party may assign its rights and
obligations hereunder to one or more affiliates without the other party’s prior
written consent.  This Memorandum of
Understanding may be amended only by an instrument in writing signed by both
parties.  This Memorandum of
Understanding shall be superseded by the Lease Agreement upon the complete
execution of the Lease Agreement.  THIS
MEMORANDUM OF UNDERSTANDING SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS. 
THIS MEMORANDUM OF UNDERSTANDING WAS PREPARED BY BOTH PARTIES HERETO AND
NOT BY ONE PARTY TO THE EXCLUSION OF THE OTHER PARTY.


[signatures contained on next page]



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The parties, by the
signature of the duly authorized officers below, agree to terms set forth
above, effective as of January 1, 2006.


	
  “Landlord”

  
	
  VALERO CORPORATE SERVICES COMPANY

  
	
   

  
	
   

  
	
  By:

  	
    /s/ Mike
  Ciskowski

  	
   

  
	
  Mike Ciskowski, Executive Vice President

  



 


“Tenant”


	
  VALERO LOGISTICS OPERATIONS, L.P.

  
	
   

  
	
   

  
	
  By: Valero GP, Inc., its General Partner

  
	
   

  
	
   

  	
  By:

  	
    /s/ Curtis
  V. Anastasio

  	
   

  
	
   

  	
  Curtis V. Anastasio, President

  



 


 


 



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