Amendment No.1 to the Handling and Throughput Agreement



  
 Exhibit 10.3

  
 AMENDMENT NUMBER ONE TO 
 HANDLING AND THROUGHPUT AGREEMENT 
  
 This Amendment Number One (this “Amendment”) to the Handling and Throughput Agreement dated as of March 18, 2003 is made and entered into
effective as of the 27th day of April, 2004 (the “Effective Date”) by and between Valero Logistics Operations, L.P., a Delaware limited partnership (“Valero Logistics”) and Valero Marketing and Supply Company, a Delaware
corporation (“Valero Marketing”). 
  
 RECITALS

  

	 	A.	WHEREAS, Valero Logistics and Valero Marketing are parties to that certain Handling and Throughput Agreement dated March 18, 2003 (the “Agreement”); and


  

	 	B.	WHEREAS, Valero Logistics and Valero Marketing desire to amend the Agreement to clarify the equation used to determine the annual adjustment to the Throughput Fee per Barrel; and


  
 AGREEMENTS 
  
 NOW, THEREFORE, for and in consideration of the covenants and agreements of
the parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
  
 1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings given them in the
Agreement. 
  
 2. Amendment. The Agreement is hereby
amended as follows: 
  
 Section 1(b) entitled “Throughput
Fee per Barrel” of the Agreement is hereby deleted in its entirety and replaced with the following: 
  
 “(b) Throughput Fee per Barrel. The Throughput Fee per Barrel for 100% of the Specified Feedstocks Delivered to a Refinery during any
Measurement Period occurring during 2003 shall be the fee specified in the table below for each barrel (with any volume of less than one-half barrel being rounded down to the nearest whole number of barrels and any volume of one-half barrel or more
being rounded up to the next highest whole number) of such Specified Feedstocks: 
  

				
	 For Specified Feedstocks

	  	Throughput Fee
Per Barrel
During 2003


	 Delivered to:
	  	 	 
	 Benicia Refinery
	  	$	0.296
	 Texas City Refinery
	  	$	0.121
	 Corpus Christi Refinery
	  	$	0.203

  
 For 100% of the
Specified Feedstocks Delivered to the Refineries during any Measurement Period occurring after 2003, the Throughput Fee per Barrel for Specified Products Delivered to each of the Refineries shall be adjusted as of each anniversary of the effective
date of this Agreement by a factor which is 75% of the year-to-year percentage change in the CPI applicable to each Refinery. 
  

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 3. Ratification. Except as hereby amended, the Agreement is hereby ratified and affirmed and shall
continue in full force and effect in accordance with its terms. All references to the Agreement hereafter shall mean and refer to the Agreement as hereby amended 
  
 4. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an
original, and all of which together shall constitute but one and the same instrument. 
  
 IN WITNESS WHEREOF, this Amendment has been duly executed by authorized representatives of the parties, to be effective as of the Effective Date. 
  

			
	 VALERO LOGISTICS OPERATIONS, L.P.

	  
 By: Valero GP,
Inc., it general partner

		
	By:	 	/s/    CURTIS V. ANASTASIO        
	 	 	

	 Name:
	 	Curtis V. Anastasio
	 Title:
	 	President
	
	 VALERO MARKETING AND SUPPLY COMPANY

		
	By:	 	/s/    MICHAEL S. CISKOWSKI        
	 	 	

	 Name:
	 	Michael S. Ciskowski
	 Title:
	 	Executive Vice President


  

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