Exhibit 10.03


 


SECOND 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, L.L.C.


 


DATED AS OF JULY 1, 2005


 





















 


SECOND AMENDED AND RESTATED SERVICES
AGREEMENT


 


This SECOND AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”)
is entered into effective as of July 1, 2005 (the “Effective Date”)
by and among DIAMOND SHAMROCK REFINING AND MARKETING COMPANY, a Delaware
corporation (“DSRMC”) and VALERO CORPORATE SERVICES COMPANY, a Delaware
corporation, 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”).


 


RECITALS


 


WHEREAS, Valero GP, an indirect wholly owned subsidiary of Valero
Energy, is the general partner of the General Partner; and


 


WHEREAS, the General Partner is the general partner of the Partnership;
and


 


WHEREAS, all management powers over the business and affairs of the
Partnership are exclusively vested in the General Partner and the General
Partner is required to conduct, direct and exercise full control over all
activities of the Partnership, including, among other things, providing various
general and administrative resources and services; and


 


WHEREAS, certain parties hereto entered into a Services Agreement
effective July 1, 2000 pursuant to which DSRMC agreed to provide (i) specified
corporate, general and administrative services to the General Partner for an
annual administrative fee of $5.2 million, subject to adjustment as provided in
the Services Agreement and (ii) other specified services necessary to
operate and maintain the assets and operations of the Partnership, with such
other services being reimbursable to DSRMC; and


 


WHEREAS, the Services Agreement was amended and restated (the “Amended
and Restated Services Agreement”) effective April 1, 2004 to reflect the
significant changes that occurred in the business and operations of the
Partnership between July 1, 2000, the effective date of the Services
Agreement, and April 1, 2004; and


 


WHEREAS, the Amended and Restated Services Agreement provides that the
General Partner, with the approval and consent of the conflicts committee (the “Conflicts
Committee”) of Valero GP, may (i) agree on behalf of the Partnership
to increases in the Administrative Services Fee (as such term is defined in the
Amended and Restated Services Agreement) in connection with expansions of the
Partnership’s operations through acquisition or construction of new assets or
businesses, and (ii) amend or modify the Services Agreement; and


 


WHEREAS, on July 1, 2005, the Partnership completed its acquisition
of Kaneb Services, LLC and Kaneb Pipe Line Partners, L.P., effectively doubling
the Partnership’s operations; and


 





















 


WHEREAS, on July 21, 2005, the Conflicts Committee approved a new
Administrative Services Fee and the terms of this Agreement; and


 


WHEREAS, the parties desire to amend and restate the Services Agreement
as set forth herein to reflect the significant changes that have occurred in
the business and operations of the Partnership since the effective date of the
Amended and Restated Services Agreement and to substitute VCSC as a party for
DSRMC in all instances; and


 


WHEREAS, VCSC, for itself and its Affiliates, has agreed to provide
certain administrative services under this Agreement to Valero GP, the General
Partner, the Partnership and the Operating Partnership (individually, a “Partnership
Party,” and collectively, the “Partnership Parties”); and


 


WHEREAS, the Partnership Parties have agreed to provide certain
operational services under this Agreement to VCSC and its Affiliates;


 


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


 


ARTICLE I

PROVISION OF SERVICES


 


Section 1.1            Provision of
Administrative Services by VCSC and Affiliates.


 


(a)           General
and Administrative Services.  VCSC or
any Affiliate or designee of VCSC shall provide non-exclusive management,
employee-related and other related services to the Partnership Parties through Valero
GP or any Affiliate, which shall include, but shall not be limited to, services
related to acquisitions to be made by the Partnership Parties, cash management,
review of significant financial opportunities and operating, accounting, legal,
engineering, commercial, human resources, information technology and such other
management, employee-related and other general and administrative services as
set forth on Exhibit A hereto and as VCSC and Valero GP may from
time to time agree (the “Administrative Services”).


 


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, the term “Affiliate”
shall exclude Valero GP, the General Partner, the Partnership and the Operating
Partnership.


 


(b)           Additional
Services.  VCSC or any Affiliate
shall provide the Partnership Parties with such other services as Valero GP may
request from time to time during the term of this Agreement and for such
additional compensation as the parties may agree.


 


(c)           Direct
Charges.  Notwithstanding Section 1.1
(a) above, the following items will be directly charged to the Partnership
(“Direct Charges”):


 


2





















 


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.


 


(d)           Nature
and Quality of Services.  The quality
of the Administrative Services shall be substantially identical to those
provided to other subsidiaries and Affiliates of VCSC.


 


Section 1.2            Fees for
Administrative Services.


 


(a)           Commencing
on the Effective Date of this Agreement, and for each contract year thereafter,
the Partnership shall pay to VCSC an annual fee (the “Administrative
Services Fee”).  The Administrative
Services Fee for the contract year ended June 30, 2006 shall be $13.8
million, for the contract year ended June 30, 2007 shall be $14.8 million,
and thereafter such fee shall be $15.8 million for the contract year ended June 30,
2008 and the years following, subject to adjustment as provided in paragraph (b) below.


 


(b)           On
the last day of each contract year starting with the contract year ending June 30,
2006, and prior to the beginning of the next contract year, the Administrative
Services Fee shall be increased by an amount equal to Valero Energy’s general
annual merit increase percentage for the just completed contract year.


 


(c)           The
General Partner, with the approval and consent of the Conflicts Committee, may
agree on behalf of the Partnership to further modifications in the
Administrative Services Fee in connection with changed levels of Administrative
Services provided to the Partnership Parties due to expansions of the
Partnership’s operations through acquisition or construction of new assets or
businesses.


 


(d)           At
the end of each contract year, the scope of the Administrative Services and the
related Administrative Services Fee are subject to review either at the request
of VCSC or the Partnership Parties, in either case by providing 10 days written
notice to the other party but in no event later than 60 days before the end of
the applicable contract year, with such review to be completed no later than July 31
of the immediately following contract year, with any modification of the
Administrative Services Fee other than as provided in paragraph (a) above
subject to the consent and approval of the Conflicts Committee.


 


(e)           Any
fees payable hereunder for periods less than a full contract year shall be
prorated for the period services were provided based on the actual number of
days elapsed and a year of 365 days.


 


Section 1.3            Provision
of Operational Services by the Partnership Parties.


 


(a)           Operational
Services.  During the term of this
Agreement, the Partnership Parties shall provide certain operational services,
including control room oversight, terminal operations oversight, external
reporting, system measurement, GIS/mapping support, integrity management program
planning and support and other general and operational services substantially
to the


 


3





















 


same extent such services are
provided by the Partnership Parties to VCSC and its Affiliates on the Effective
Date hereof (the “Operational Services”).  The quality of the Operational Services shall
be substantially identical to those provided to other Partnership Parties.


 


(b)           Additional
Operational Services.  The
Partnership Parties shall provide VCSC or any Affiliate with such other
services as VCSC may request from time to time during the term of this
Agreement and for such additional compensation as the parties may agree.


 


(c)           Fees
for Operational Services.  Commencing
on the Effective Date of this Agreement and ending on June 30, 2010, and
for each contract year thereafter, VCSC shall pay to the Partnership an annual
fee (the “Operational Services Fee”). 
The Operational Services Fee for the contract year ended June 30,
2006 shall be $1.22 million and thereafter such fee shall be subject to
adjustment as provided in paragraph (d) below.  Notwithstanding anything to the contrary
contained in this Agreement, the costs of all third parties (if any) utilized
by the Partnership to provide Operational Services (in whole or in part) (“Third
Party Charges”) will be directly charged to VCSC to the extent reasonably
practicable.


 


(d)           Annual
Adjustment.  On the last day of each
contract year starting with the contract year ending June 30, 2006, and
prior to the beginning of the next contract year, the Operational Services Fee
shall be increased by an amount equal to the Partnership’s general annual merit
increase percentage for the just completed contract year.


 


(e)           At
the end of each contract year, the scope of the Operational Services and the
related Operational Services Fee are subject to review either at the request of
VCSC or the Partnership Parties, in either case by providing 10 days written
notice to the other party but in no event later than 60 days before the end of
the applicable contract year, with such review to be completed no later than July 31
of the immediately following contract year.


 


(f)            The
General Partner, with the approval and consent of the Conflicts Committee, may
agree on behalf of the Partnership to further modifications in the Operational
Services Fee in connection with changed levels of Operational Services provided
by the Partnership Parties due to expansions of VCSC’s or its affiliates’
operations through acquisition or construction of new assets or businesses.


 


(g)           Any
fees payable hereunder for periods less than a full contract year shall be
prorated for the period services were provided based on the actual number of
days elapsed and a year of 365 days.


 


Section 1.4            Payment of
Fees.


 


(a)           The
fees to be paid pursuant to Section 1.2 shall be paid by the Partnership
in equal monthly installments in arrears within 30 days of the end of the
month.


 


(b)           The
fees to be paid pursuant to Section 1.3 shall be paid by VCSC in equal
monthly installments in arrears within 30 days of the end of the month.  The fees payable to the Partnership pursuant
to Section 1.3 may be offset against any fees payable by the Partnership
pursuant to Section 1.2.


 


(c)           To
the extent reasonably practicable, all third party invoices for Direct Charges
shall be submitted to the Partnership Parties, for payment.  For Direct Charges not paid directly by the
Partnership Parties, 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 shall pay such sum within 30
days of the end of the applicable calendar month.


 


4





















 


(d)           For
Third Party Charges not paid directly by VCSC, if any, the Partnership shall
present VCSC with an invoice within 10 days after the end of each calendar
month which reflects an amount equal to all Direct Charges reimbursable to the
Partnership.  VCSC shall pay such sum
within 30 days of the end of the applicable calendar month.


 


Section 1.5            Cancellation
or Reduction of Services.  The
Partnership Parties may terminate or reduce the level of any Administrative
Service on 60 days’ prior written notice to VCSC.  Upon such termination or reduction, the
Administrative Services Fee shall be reduced accordingly, whether on a
temporary or a permanent basis, for such time as such Administrative Service is
reduced or terminated.  VCSC may
terminate or reduce the level of any Operational Service on 60 days’ prior
written notice to the Partnership Parties. 
Upon such termination or reduction, the Operational Services Fee shall
be reduced accordingly, whether on a temporary or a permanent basis, for such
time as such Operational Service is reduced or terminated.


 


5





















 


Section 1.6.           Term.  The provisions of this
Article I will apply in respect of Administrative Services and Operational
Services until this Agreement is terminated or amended in accordance with Section 2.1
or Section 2.13, respectively.


 


ARTICLE II

MISCELLANEOUS


 


Section 2.1            Termination.  This Agreement shall
terminate on June 30, 2010 (the “Initial Term”); provided that this
Agreement shall automatically continue for successive two year terms after the Initial
Term unless or until one year’s advance notice is given by VCSC to terminate
this Agreement, in which case this Agreement shall terminate one year after
such notice is delivered. 
Notwithstanding the foregoing, (1) any Partnership Party (a) may
terminate the provision of one or more Administrative Services or reduce the
level of one or more Administrative Services in accordance with the provisions
of Section 1.5 hereof, and (b) shall have the right at any time to
terminate this Agreement by giving written notice to VCSC, and in such event
this Agreement shall terminate one hundred and eighty (180) days from the date
on which such notice is given; and (2) VCSC may terminate the provision of
one or more Operational Services or reduce the level of one or more Operational
Services in accordance with the provisions of Section 1.5 hereof.


 


Section 2.2            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 an
party to this Agreement to comply with the terms of this Agreement.


 


Section 2.3            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 Valero Logistics Operations, L.P., dated
as of April 16, 2001, 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 2.4            Limited
Warranty; Limitation of Liability


 


(a)           VCSC
represents that it will provide or cause the Administrative 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 1.1
(d), 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


 


6





















 


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 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.


 


(b)           The
Partnership Parties represent that they will provide or cause the Operational
Services to be provided to VCSC and its Affiliates 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 1.3 (a), ALL PRODUCTS OBTAINED FOR VCSC
AND ITS AFFILIATES ARE AS IS, WHERE IS, WITH ALL FAULTS AND THE PARTNERSHIP
PARTIES MAKE NO (AND HEREBY DISCLAIM AND NEGATE 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 VCSC AND ITS AFFILIATES. 
FURTHERMORE, NEITHER


 


7





















 


VCSC NOR ITS AFFILIATES MAY RELY
UPON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE MADE TO THE
PARTNERSHIP PARTIES BY ANY PARTY PERFORMING SERVICES ON BEHALF OF THE
PARTNERSHIP PARTIES HEREUNDER, UNLESS SUCH PARTY MAKES AN EXPRESS WARRANTY TO
VCSC OR ITS AFFILIATES.  HOWEVER, IN THE
CASE OF SERVICES PROVIDED BY A THIRD PARTY FORVCSC OR ITS AFFILIATES, IF THE
THIRD PARTY PROVIDER OF SUCH SERVICES MAKES AN EXPRESS WARRANTY TO ANY OF VCSC
OR THE PARTNERSHIP PARTIES, VCSC IS ENTITLED TO CAUSE THE PARTNERSHIP PARTIES
TO RELY ON AND TO ENFORCE SUCH WARRANTY.


 


IT IS
EXPRESSLY UNDERSTOOD BY VCSC AND ITS AFFILIATES THAT THE PARTNERSHIP PARTIES
SHALL HAVE NO LIABILITY FOR THE FAILURE OF THIRD PARTY PROVIDERS TO PERFORM ANY
SERVICES HEREUNDER AND FURTHER THAT THE PARTNERSHIP PARTIES 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 THE PARTNERSHIP
PARTIES BUT THE PARTNERSHIP PARTIES SHALL, ON BEHALF OF VCSC, PURSUE ALL RIGHTS
AND REMEDIES UNDER ANY SUCH THIRD PARTY CONTRACT.  VCSC AGREES ON BEHALF OF ITSELF AND ITS
AFFILIATES THAT THE REMUNERATION PAID TO THE PARTNERSHIP PARTIES HEREUNDER FOR
THE SERVICES TO BE PERFORMED REFLECT THIS LIMITATION OF LIABILITY AND
DISCLAIMER OF WARRANTIES.  IN NO EVENT
SHALL THE PARTNERSHIP PARTIES BE LIABLE TO VCSC OR ITS AFFILIATES 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 AGREEMENT, REGARDLESS
OF THE FAULT OF THE PARTNERSHIP PARTIES OR ANY OF THEIR AFFILIATES, OR ANY
THIRD PARTY PROVIDER OR WHETHER THE PARTNERSHIP PARTIES OR ANY OF THEIR
AFFILIATES, OR THE THIRD PARTY PROVIDER ARE WHOLLY, CONCURRENTLY, PARTIALLY, OR
SOLELY NEGLIGENT.  TO THE EXTENT ANY
THIRD PARTY PROVIDER HAS LIMITED ITS LIABILITY TO THE PARTNERSHIP PARTIES FOR
SERVICES UNDER AN OUTSOURCING OR OTHER AGREEMENT, VCSC AND ITS AFFILIATES AGREE
TO BE BOUND BY SUCH LIMITATION OF LIABILITY FOR ANY PRODUCT OR SERVICE PROVIDED
TO VCSC OR ITS AFFILIATES BY SUCH THIRD PARTY PROVIDER UNDER THE PARTNERSHIP
PARTIES’ AGREEMENT.


 


Section 2.5            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.


 


8





















 


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 2.6        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 Administrative Services or the Operational 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 2.7        Time of the
Essence.  Time is of the essence in this Agreement.


 


Section 2.8        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:


 


(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: President


Telecopy: (210) 370-4392


 


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


 


9





















 


Section 2.9        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 2.10     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 2.11     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, no party shall have the right to assign
its rights or obligations under this Agreement without the consent of the other
parties.


 


Section 2.12     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 2.13     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 discretion of the General Partner,
will adversely affect the holders of common units of the Partnership.


 


Section 2.14     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.


 


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/ Michael
  S. Ciskowski

  
	
   

  	
   

  	
  Name:
  Michael S. Ciskowski

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  VALERO CORPORATE SERVICES COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  S. Ciskowski

  
	
   

  	
   

  	
  Name:
  Michael S. Ciskowski

  
	
   

  	
   

  	
  Title:
  Senior 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 SECOND AMENDED AND RESTATED
SERVICES AGREEMENT


 


11





















 


EXHIBIT A


 


Administrative Services provided to the Partnership Parties:


 


Ad Valorem Tax Services (note: 
ad valorem taxes are Direct Charges)


Controller


External Reporting


Corporate Tax


Accounting Governance


Non-Hydrocarbons Operations Accounting


Corporate Aviation and Travel Services


Corporate Communications and Public Relations


Corporate Development


Data Processing and Information Technology Services


Executive Oversight


Financial Accounting and Reporting


Foreign Trade Zone Reporting and Accounting


Governmental Affairs


Group Accounting


Health, Safety & Environmental Services


Human Resources Services


Benefit Accounting


Benefit Plan Administration


Retirement Plan Administration


401(k) Savings Plan Administration


Payroll Services


Training Services


Internal Audit


Legal


General Litigation Support


General Corporate


General Commercial


Labor & Employment


Tariff Maintenance


Environmental and Regulatory


Office Services


Mail Center/ Mail Services


Health Club


Office Space including building maintenance


Purchasing/Fleet Management


Records Management


Real Estate Management


Right-of-Way Services


Risk and Claims Management Services (note:  insurance premiums are Direct Charges)


Security Services


Shareholder and Investor Relations


Treasury & Banking


Finance Services


Cash Management


Credit Services


 


In providing the foregoing
services, VCSC shall be acting on behalf of and as agent for the Partnership
Parties.


 


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