Second Amendment to 5-Year Revolving Credit Agreement



 Exhibit 10.01 
  

 SECOND AMENDMENT 
 TO 
 5-YEAR REVOLVING CREDIT AGREEMENT 
 dated as of 
 May 15, 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 
  








 SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT (this “Second Amendment”) dated as of May 15, 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 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 Second 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 and the Second Amendment, as the same may be amended, modified, supplemented or restated from time to time in accordance herewith. 







 (b) The definition of “Change in Control” is hereby amended in its
entirety to read as follows: 
 “Change in Control” means any of the following events: 
 (a) 100% (and not less than 100%) of the issued and outstanding Equity Interest of the general partner(s) of the Borrower shall cease to
be owned, directly or indirectly, or the Borrower shall cease to be Controlled, by the MLP; or 
 (b) 100% (and not less than
100%) of the limited partnership interests of the Borrower shall cease to be owned in the aggregate, directly or indirectly, by the MLP; or 
 (c) the occurrence of any transaction that results in any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder becoming the
Beneficial Owner, directly or indirectly, of more than 50% of the general partner interests in the MLP. 
 (c) The following definitions are
hereby added where alphabetically appropriate to read as follows: 
 “Beneficial Owner” has the meaning assigned to such term
in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed
to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any
statute successor thereto. 
 “Investment Grade Person” means a Person that has issued unsecured senior debt that has at
least two of the following ratings on the date the transaction constituting a Change in Control is consummated: 
 (a) BBB- or above, in the
case of S&P (or its equivalent under any successor rating categories of S&P); 
 (b) Baa3 or above, in the case of Moody’s (or
its equivalent under any successor rating categories of Moody’s); or 
 (c) the equivalent in respect of the rating categories of any
rating agencies substituted for S&P or Moody’s. 
 “Permitted Holder” means Valero Energy or any Investment Grade
Person. 
 “Second Amendment” means the Second Amendment to 5-Year Revolving Credit Agreement dated as of May 15, 2006
among the Borrower, the MLP, the Administrative Agent and the Lenders party thereto. 
  

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 Section 3. Conditions Precedent. This Second 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 Second Amendment on or prior to the Effective Date. 
 3.2 The Administrative Agent shall have received from the Required Lenders, the Borrower and the MLP, counterparts (in such number as may be requested by
the Administrative Agent) of this Second 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 Second Amendment. 
 Section 4. Miscellaneous. 

4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following
the effectiveness of this Second Amendment. 
 4.2 Ratification and Affirmation; Representations and Warranties. The Borrower and the
MLP each hereby (a) acknowledges the terms of this Second 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 Second 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 Second 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 Second 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 Second Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof. 
 4.5 NO ORAL AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION 

  

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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 SECOND 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 Second 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 W. Traband

	Name:	 	Robert W. 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/ Allison McGuigan

	Name:	 	Allison McGuigan
	Title:	 	Associate 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/ Dan J. McKinnerney

	Name:	 	Dan 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/ William E. Zarrett

	Name:	 	William E. Zarrett
	Title:	 	Managing Director


  

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	 BNP PARIBAS, individually and as
 Co-Managing
Agent

		
	By	 	 /s/ Larry Robinson

	Name:	 	Larry Robinson
	Title:	 	Director
		
	By	 	 /s/ Greg Smothers

	Name:	 	Greg Smothers
	Title:	 	Vice President


  

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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/ Paul McDonagh

	Name:	 	Paul McDonagh
	Title:	 	Managing Director


  

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	 BAYERISCHE HYPO-UND VEREINSBANK
 AG, NEW YORK
BRANCH, individually and as
 Co-Managing Agent

		
	By	 	  

	Name:	 	
	Title:	 	
		
	By	 	  

	Name:	 	
	Title:	 	


  

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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/ David A. Buck

	Name:	 	David A. Buck
	Title:	 	Senior Vice President


  

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	CALYON NEW YORK BRANCH, individually and as Co-Managing Agent
		
	By	 	 /s/ Bertrand Cord’homme

	Name:	 	Bertrand Cord’homme
	Title:	 	Director
		
	By	 	 /s/ Page Dillehunt

	Name:	 	Page Dillehunt
	Title:	 	Managing Director


  

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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/ Iris R. Otsa

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

	Name:	 	Richard L. Tavrow
	Title:	 	Director, Banking Products Services, US


  

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	COMPASS BANK
		
	By	 	 /s/ David G. Mills

	Name:	 	David G. Mills
	Title:	 	Senior Vice President


  

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	BANK HAPOALIM B.M.
		
	By	 	  

	Name:	 	
	Title:	 	
		
	By	 	  

	Name:	 	
	Title:	 	


  

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