Exhibit 4.01


AMENDMENT NO. 2

TO

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

VALERO L.P.


 


This Amendment No. 2,
dated as of July 1, 2005 (this “Amendment”),
to the Third Amended and Restated Agreement of Limited Partnership of Valero
L.P. (the “Partnership Agreement”),
is entered into by and among Riverwalk Logistics L.P., a Delaware limited
partnership, as the General Partner, and the Limited Partners as provided
herein.  Each capitalized term used but
not otherwise defined herein shall have the meaning assigned to such term in
the Partnership Agreement.


 


W I T N E S S E T H:


 


WHEREAS, Section 13.1(d) of
the Partnership Agreement provides that the General Partner, without the
approval of any Partner, may amend any provision of the Partnership Agreement
to reflect a change that, in the discretion of the General Partner, does not
adversely affect the Limited Partners in any material respect; and


 


WHEREAS, the General Partner deems it in the best interest of the
Partnership to amend the Partnership Agreement as set forth below; and


 


WHEREAS, the General Partner, as the sole general partner, on behalf of
itself and the Limited Partners, now desires to, and hereby does, amend the
Partnership Agreement to reflect such amendment;


 


NOW, THEREFORE, the Partnership
Agreement is hereby amended as follows:


 


Section 10.4(c) is
hereby amended to add a new paragraph (c) to read in its entirety as
follows:


 


(c)           Notwithstanding
anything to the contrary contained in this Section 10.4, in accordance
with Section 17-101(12)(a)(ii) of the Delaware Act, upon surrender of
its certificate representing limited partnership interests in Kaneb Pipe Line
Partners, L.P. (“KPP Certificate”) in accordance with the Agreement and Plan of
Merger, dated as of October 31, 2004, by and among the Partnership, the
General Partner, Valero GP, VLI Sub B LLC, Kaneb Pipe Line Partners, L.P. and
Kaneb Pipe Line Company LLC (the “KPP Merger Agreement”) (or upon a waiver of
the requirement to surrender KPP Certificate granted by the General Partner in
its sole discretion) and the recording of the name of such Person as a limited
partner of the Partnership on the books and records of the Partnership, each
holder of KPP Certificates shall automatically and effective as of the
Effective Time specified in the KPP Merger Agreement be admitted to the
Partnership as an Additional Limited Partner and by its surrender of a KPP
Certificate or acceptance of Common Units be bound by the terms and conditions
of this Agreement.


 





















 


As amended hereby, the Partnership
Agreement is in all respects ratified, confirmed and approved and shall remain
in full force and effect.


 


[signature page follows]


 


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


 


	
   

  	
  GENERAL PARTNER:

  
	
   

  	
   

  
	
   

  	
  RIVERWALK
  LOGISTICS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Valero
  GP, LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Curtis V. Anastasio

  
	
   

  	
  Name:

  	
  Curtis V. Anastasio

  
	
   

  	
  Title:

  	
  Chief Executive Officer and President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LIMITED PARTNERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All Limited Partners now and hereafter admitted
  as Limited Partners of the Partnership, pursuant to Powers of Attorney now
  and hereafter executed in favor of, and granted and delivered to the General
  Partner.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  RIVERWALK LOGISTICS,
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  General Partner, as attorney-in-fact for
  the Limited Partners pursuant to the Powers of Attorney granted pursuant to
  Section 2.6

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Valero GP, LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Curtis V. Anastasio

  
	
   

  	
   

  	
  Name:

  	
  Curtis V. Anastasio

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer and President

  
									



 


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