Third Amendment to 5-Year Revolving Credit Agreement



 Exhibit 10.02 
  

 THIRD AMENDMENT 
 TO 
 5-YEAR REVOLVING CREDIT AGREEMENT 
 dated as of 
 May 31, 2006 
 among 
 VALERO LOGISTICS
OPERATIONS, L.P., 
 as Borrower, 
 VALERO L.P., 
 JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent, 
 and

 The Lenders Party Hereto 
  








 THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 
 THIS THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT (this “Third Amendment”) dated as of May 31, 2006, is among VALERO
LOGISTICS OPERATIONS, L.P., a Delaware limited partnership (the “Borrower”); VALERO L.P., a Delaware limited partnership (the “MLP”); JPMORGAN CHASE BANK, N.A., as administrative agent (in such
capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.

 R E C I T A L S 
 A. The Borrower, the Administrative Agent and the Lenders are parties to that certain 5-Year Revolving Credit Agreement dated as of December 20, 2004 (as amended by the First Amendment to 5-Year Revolving Credit Agreement dated as of
June 30, 2005 and the Second Amendment to 5-Year Revolving Credit Agreement dated as of May 15, 2006, each among the Borrower, the MLP, the Administrative Agent and the Lenders party thereto, the “Credit Agreement”),
pursuant to which the Lenders have made certain extensions of credit available to the Borrower. 
 B. The Borrower has requested and the
Lenders have agreed to amend certain provisions of the Credit Agreement. 
 C. NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all references to Sections
in this Third Amendment refer to Sections of the Credit Agreement. 
 Section 2. Amendments to Credit Agreement. 
 2.1 Amendments to Section 1.01. 
 (a) The definition of “Agreement” is hereby amended in its entirety to read as follows: 
 “Agreement” means this 5-Year Revolving Credit Agreement, as amended by the First Amendment, the Second Amendment and the Third Amendment, as the same may be amended, modified, supplemented or
restated from time to time in accordance herewith. 







 (b) The grid in the definition of “Applicable Rate” is hereby amended in
its entirety to read as follows: 
  

										
	 Index Debt Ratings:
	  	ABR
Spread	 	 	Eurodollar
Spread	 	 	Facility Fee
Rate	 
	 Tier 1
 Greater than BBB or Baa2
	  	0.00	%	 	0.270	%	 	0.080	%
	 Tier 2
 BBB or Baa2
	  	0.00	%	 	0.400	%	 	0.100	%
	 Tier 3
 BBB- or Baa3
	  	0.000	%	 	0.500	%	 	0.125	%
	 Tier 4
 BB+ or Ba1
	  	0.000	%	 	0.575	%	 	0.175	%
	 Tier 5
 Less than BB+ or Ba1
	  	0.000	%	 	0.700	%	 	0.200	%

 (c) The definition of “Consolidated EBITDA” is hereby amended in
its entirety to read as follows: 
 “Consolidated EBITDA” means, without duplication, as to the MLP and its
Subsidiaries, on a consolidated basis for each Rolling Period, the amount equal to Consolidated Operating Income for such period (a) plus the following to the extent deducted from Consolidated Operating Income in such period:
(i) depreciation, amortization and other non-cash charges for such period and (ii) cash distributions received by the Borrower from Skelly-Belvieu Pipeline Company, and similar joint ventures, during such period; (b) minus all
non-cash income added to Consolidated Operating Income in such period; and (c) plus any Material Project EBITDA Adjustments for such period; provided that (i) Consolidated EBITDA shall be adjusted from time to time as necessary to
give pro forma effect to permitted acquisitions or Investments (other than Joint Venture Interests) or sales of property by the MLP and its Subsidiaries and (ii) Consolidated EBITDA shall be adjusted to take into account pro forma
synergies as a result of the Acquisition in an amount equal to (A) $17,500,000 for the Rolling Period ending on September 30, 2005, (B) $15,000,000 for the Rolling Period ending on December 31, 2005, (C) $10,000,000 for the
Rolling Period ending on March 31, 2006 and (D) $5,000,000 for the Rolling Period ending on June 30, 2006. 
  

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 (d) The definition of “Maturity Date” is hereby amended in its entirety
to read as follows: 
 “Maturity Date” means May 31, 2011, and for any Lender agreeing to extend its
Maturity Date pursuant to Section 2.20, the date on May 31 in each year thereafter pursuant to which the Maturity Date has been extended, but in no event later than May 31, 2013. 
 (e) The following definitions are hereby added where alphabetically appropriate to read as follows: 
 “Consenting Lenders” has the meaning set forth in Section 2.20(b). 
 “Extension Confirmation Date” has the meaning set forth in Section 2.20(b). 
 “Extension Effective Date” has the meaning set forth in Section 2.20(b). 
 “Material Project” means each new pipeline, storage facility, processing plant or other capital expansion project wholly
owned by the MLP or its Subsidiaries, the construction of which commenced after May 31, 2006 and which has a budgeted capital cost exceeding $25,000,000. 
 “Material Project EBITDA Adjustments” means, with respect to each Material Project, (a) for any Rolling Period
ending on or prior to the last day of the fiscal quarter during which the Material Project is completed, a percentage (based on the then-current completion percentage of the Material Project) of an amount to be approved by the Required Lenders as
the projected Consolidated EBITDA attributable to such Material Project (such amount to be determined based on contracts relating to such Material Project, the creditworthiness of the other parties to such contracts and projected revenues from such
contracts, capital costs and expenses, scheduled completion, and other factors deemed appropriate by the Lenders) shall be added to actual Consolidated EBITDA for the MLP and its Subsidiaries for the fiscal quarter in which construction of such
Material Project commences and for each fiscal quarter thereafter until completion of the Material Project (net of any actual Consolidated EBITDA attributable to such Material Project following its completion), provided that if construction
of the Material Project is not completed by the scheduled completion date, then the foregoing amount shall be reduced by the following percentage amounts depending on the period of delay for completion (based on the period of actual delay or
then-estimated delay, whichever is longer): (i) longer than 90 days, but not more than 180 days, 25%, (ii) longer than 180 days but not more than 270 days, 50%, and (iii) longer than 270 days, 100%; and (b) for each Rolling
Period ending on the last day of the first, second and third fiscal quarters, respectively, immediately following the fiscal quarter during which the Material Project is completed, an amount equal to the projected Consolidated EBITDA attributable to
the Material Project for the period from but excluding the end of such Rolling Period through and including the last day of the fourth fiscal quarter following the fiscal quarter during which the Material Project is completed shall be added to
Consolidated EBITDA for such Rolling Period (net of any actual Consolidated 
  

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 EBITDA attributable to the Material Project for the period from and including the date of completion
through and including the last day of the fiscal quarter during which the Material Project is completed). Notwithstanding the foregoing, (i) no such additions shall be allowed with respect to any Material Project unless not later than 45 days
prior to commencement of construction thereof, the Borrower shall have delivered to the Administrative Agent and the Lenders written pro forma projections of Consolidated EBITDA attributable to such Material Project and such other information and
documentation as the Administrative Agent or any Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent and the Required Lenders, and (ii) the aggregate amount of all Material Project EBITDA
Adjustments during any period shall be limited to 20% of the total actual Consolidated EBITDA of the MLP and its Subsidiaries for such period (which total actual Consolidated EBITDA shall be determined without including any Material Project EBITDA
Adjustments or any adjustments in respect of any acquisitions or dispositions as provided in the definition of Consolidated EBITDA). 
 “Responsible Officer” means, as to any Person, the Chief Executive Officer, the President, any Financial Officer or any Vice President of such Person. Unless otherwise specified, all references to a Responsible Officer
herein shall mean a Responsible Officer of the Borrower. 
 “Third Amendment” means the Third Amendment to
5-Year Revolving Credit Agreement dated as of May 31, 2006 among the Borrower, the MLP, the Administrative Agent and the Lenders party thereto. 
 (f) The definitions of “Consolidated Interest Coverage Ratio” and “Consolidated Interest Expense” are hereby deleted. 
 2.2 Amendment to Section 2.11(c). Section 2.11(c) is hereby amended in its entirety to read as follows: 
 “(c) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a utilization fee which shall accrue at a
per annum rate equal to 0.100% on the daily amount of such Lender’s Revolving Credit Exposure during the time the sum of the total Revolving Credit Exposures equals or exceeds 50% of the total Commitments. Utilization fees shall be computed on
the basis of a year of 360 days and shall be payable in arrears on the last day of March, June, September and December of each year.” 
 2.3 Amendment to Section 2.18(b). Section 2.18(b) is hereby amended by inserting the words “, or if any Lender shall fail to agree to extend the Maturity Date pursuant to Section 2.20 if the Required Lenders have
agreed to do so,” after the word “hereunder,” and before the word “then” in the fourth line thereof. 
  

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 2.4 Amendment to Article II. Article II is hereby amended to add the following new
Section 2.20 to read as follows: 
 “Section 2.20. Extension of Maturity Date. 
 (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two
occasions, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the
Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have
consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. 
 (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders
permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following the Maturity Date then in effect (such
existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension
Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the
Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such
extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to
the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since
December 31, 2003, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any
additional amounts required pursuant to Section 2.15) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.” 

2.5 Amendment to Section 6.01(f). Section 6.01(f) is hereby amended by: 
 (a) deleting the words “(i) the Consolidated Interest Coverage Ratio set forth in Section 6.11(a) and (ii)”; and

 (b) changing the reference to “Section 6.11(b)” therein to “Section 6.11”. 
  

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 2.6 Amendments to Section 6.04(f) and (g). Section 6.04(f) and (g) are each hereby
amended by: 
 (a) deleting the words “, (ii) the Consolidated Interest Coverage Ratio set forth in
Section 6.11(a),”; 
 (b) renumbering “(iii)” to “(ii)”; and 
 (c) changing the reference to “Section 6.11(b)” therein to “Section 6.11”. 
 2.7 Amendment to Section 6.11. Section 6.11 is hereby amended in its entirety to read as follows: 
 “Section 6.11. Financial Condition Covenants. The MLP will not permit at any time its Consolidated Debt Coverage Ratio to be
in excess of (a) 5.00 to 1.00 for any Rolling Period ending on or before June 30, 2006 and (b) 4.75 to 1.00 for any Rolling Period ending on or subsequent to September 30, 2006; provided that if at any time the MLP or any of its
Subsidiaries consummates an acquisition (including the Acquisition) for which the MLP or any of its Subsidiaries has paid aggregate net consideration of at least $100,000,000, then, for the two Rolling Periods the last day of which immediately
follow the date on which such acquisition is consummated, the numerator of the maximum Consolidated Debt Coverage Ratio otherwise permitted above shall be increased by 0.5; thereafter, compliance shall be determined by reverting back to clause
(a) or (b) above, as applicable.” 
 2.8 Amendment to Section 10.02(b). Clause (v) of Section 10.02(b)
is hereby amended by inserting the words “or Section 2.20” after the words “Section 4.01” and before the word “or” in the first line of such clause (v). 
 Section 3. Conditions Precedent. This Third Amendment shall not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 10.02 of the Credit Agreement) (the “Effective Date”): 
 3.1 The
Administrative Agent and the Lenders shall have received all fees and other amounts due and payable, if any, in connection with this Third Amendment on or prior to the Effective Date. 
 3.2 The Administrative Agent shall have received from all of the Lenders, the Borrower and the MLP, counterparts (in such number as may be requested by
the Administrative Agent) of this Third Amendment signed on behalf of such Persons. 
 3.3 The Administrative Agent shall have received such
other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. 
 3.4 No Default shall
have occurred and be continuing, after giving effect to the terms of this Third Amendment. 
  

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 Section 4. Miscellaneous. 
 4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Third Amendment, shall remain in full force and effect following the
effectiveness of this Third Amendment. 
 4.2 Ratification and Affirmation; Representations and Warranties. The Borrower and the MLP
each hereby (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that
each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after
giving effect to the terms of this Third Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, unless such representations and warranties are stated to relate to a
specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such earlier date and (ii) no Default has occurred and is continuing. 
 4.3 Loan Document. This Third Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and
provisions of the Credit Agreement relating to Loan Documents shall apply hereto. 
 4.4 Counterparts. This Third Amendment may be
executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof. 
 4.5 NO ORAL AGREEMENT. THIS THIRD AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES. 
 4.6 GOVERNING LAW. THIS THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the
date first written above. 
  

							
		 	VALERO LOGISTICS OPERATIONS, L.P.
			
		 	By:	 	Valero GP, Inc., its General Partner
				
		 		 	By:	 	 /s/ Steven A. Blank

		 		 		 	Steven A. Blank
		 		 		 	Senior Vice President and
		 		 		 	Chief Financial Officer
		
		 	VALERO L.P.
			
		 	By:	 	Riverwalk Logistics, L.P., its General
		 		 	Partner
			
		 	By:	 	Valero GP, LLC, its General Partner
				
		 		 	By:	 	 /s/ Steven A. Blank

		 		 		 	Steven A. Blank
		 		 		 	Senior Vice President and
		 		 		 	Chief Financial Officer


  

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	 JPMORGAN CHASE BANK, N.A., individually
 and
as Administrative Agent

		
	By	 	 /s/ Robert Traband

	Name:	 	Robert Traband
	Title:	 	Vice President


  

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	 SUNTRUST BANK, individually and as
 Syndication Agent

		
	By	 	 /s/ Peter Panos

	Name:	 	Peter Panos
	Title:	 	Vice President


  

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	 BARCLAYS BANK PLC, individually and as
 Co-Documentation Agent

		
	By	 	 /s/ Peter Harrington

	Name:	 	Peter Harrington
	Title:	 	Director


  

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	 MIZUHO CORPORATE BANK (USA),
 individually
and as Co-Documentation Agent

		
	By	 	 /s/ Raymond Ventura

	Name:	 	Raymond Ventura
	Title:	 	Senior Vice President


  

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	ROYAL BANK OF CANADA, individually and as
	Co-Documentation Agent
		
	By	 	 /s/ Don J. McKinnerney

	Name:	 	Don J. McKinnerney
	Title:	 	Authorized Signatory


  

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	 THE BANK OF TOKYO-MITSUBISHI, LTD.,
 individually and as Co-Managing Agent

		
	By	 	 /s/ Kelton Glasscock

	Name:	 	Kelton Glasscock
	Title:	 	Vice President & Manager


  

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	BANK OF AMERICA, N.A., individually and as
	Co-Managing Agent
		
	By	 	 /s/ Claire Liu

	Name:	 	Claire Liu
	Title:	 	Senior Vice President


  

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	 THE BANK OF NOVA SCOTIA, individually and
 as
Co-Managing Agent

		
	By	 	 /s/ N. Bell

	Name:	 	N. Bell
	Title:	 	Senior Manager


  

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	BNP PARIBAS, individually and as
	Co-Managing Agent
		
	By	 	 /s/ Mark A. Cox

	Name:	 	Mark A. Cox
	Title:	 	Director
		
	By	 	 /s/ Larry Robinson

	Name:	 	Larry Robinson
	Title:	 	Director


  

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	CITIBANK, N.A., individually and as
	Co-Managing Agent
		
	By	 	 /s/ Amy K. Pincu

	Name:	 	Amy K. Pincu
	Title:	 	Attorney-in-Fact


  

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	THE ROYAL BANK OF SCOTLAND plc,
	individually and as Co-Managing Agent
		
	By	 	 /s/ Matthew Main

	Name:	 	Matthew Main
	Title:	 	Managing Director


  

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	KEYBANK NATIONAL ASSOCIATION,
	individually and as Co-Managing Agent
		
	By	 	 /s/ Thomas Rajan

		 	Thomas Rajan
		 	Senior Vice President


  

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	SUMITOMO MITSUI BANKING CORPORATION,
	individually and as Co-Managing Agent
		
	By	 	 /s/ William M. Ginn

	Name:	 	William M. Ginn
	Title:	 	General Manager


  

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	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, individually and as
	Co-Managing Agent
		
	By	 	 /s/ Jo Ann Vasquez

	Name:	 	Jo Ann Vasquez
	Title:	 	Vice President


  

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	LEHMAN BROTHERS BANK, FSB
		
	By	 	 /s/ Janine M. Shugan

	Name:	 	Janine M. Shugan
	Title:	 	Authorized Signatory


  

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	UBS LOAN FINANCE LLC
		
	By	 	 /s/ Richard L. Tavrow

	Name:	 	Richard L. Tavrow
	Title:	 	Director, Banking Products Services, US
		
	By	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director, Banking Products Services, US


  

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	COMPASS BANK
		
	By	 	 /s/ Payton K. Swope

	Name:	 	Payton K. Swope
	Title:	 	Vice President


  

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	BANK HAPOALIM B.M.
		
	By	 	  

	Name:	 	
	Title:	 	
		
	By	 	  

	Name:	 	
	Title:	 	


  

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