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

Exhibit 10.35

EXECUTION COPY

SECOND AMENDMENT

TO

5-YEAR REVOLVING CREDIT AGREEMENT

dated as of

May 15, 2006

among

VALERO LOGISTICS OPERATIONS, L.P.,
as Borrower,

XXXXXX X.X.,

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”); XXXXXX X.X., 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 Xxxxx’x (or its equivalent under any successor rating categories of Xxxxx’x); or

     (c) the equivalent in respect of the rating categories of any rating agencies substituted for S&P or Xxxxx’x.

     “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:		Xxxxxx		XX, Inc., its General Partner
				By:		/s/ Xxxxxx X. Blank
						Xxxxxx X. Blank
						Senior Vice President and
						Chief Financial Officer
		XXXXXX X.X.
		By:		Riverwalk Partner		Logistics, L.P., its General
		By:		Xxxxxx		XX, LLC, its General Partner
				By:		/s/ Xxxxxx X. Blank
						Xxxxxx X. Blank
						Senior Vice President and
						Chief Financial Officer

S-1

	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President

S-2

	SUNTRUST BANK, individually and as Syndication Agent
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

S-3

	BARCLAYS BANK PLC, individually and as Co-Documentation Agent
	By:	/s/ Xxxxxx XxXxxxxx
		Name:	Xxxxxx XxXxxxxx
		Title:	Associate Director

S-4

	MIZUHO CORPORATE BANK (USA), individually and as Co-Documentation Agent
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Senior Vice President

S-5

	ROYAL BANK OF CANADA, individually and as Co-Documentation Agent
	By:	/s/ Xxx X. XxXxxxxxxxx
		Name:	Xxx X. XxXxxxxxxxx
		Title:	Authorized Signatory

S-6

	THE BANK OF TOKYO-MITSUBISHI, LTD., individually and as Co-Managing Agent
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Vice President & Manager

S-7

	BANK OF AMERICA, N.A., individually and as Co-Managing Agent
	By:	/s/ Xxxxxx Xxx
		Name:	Xxxxxx Xxx
		Title:	Senior Vice President

S-8

	THE BANK OF NOVA SCOTIA, individually and as Co-Managing Agent
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Director

S-9

	BNP PARIBAS, individually and as Co-Managing Agent
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Director
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Vice President

S-10

	CITIBANK, N.A., individually and as Co-Managing Agent
	By:	/s/ Xxx X. Xxxxx
		Name:	Xxx X. Xxxxx
		Title:	Attorney-in-Fact

X-00

	XXX XXXXX XXXX XX XXXXXXXX plc, individually and as Co-Managing Agent
	By:	/s/ Xxxx XxXxxxxx
		Name:	Xxxx XxXxxxxx
		Title:	Managing Director

X-00

XXXXXXXXXX XXXX-XXX XXXXXXXXXXX
XX, XXX XXXX BRANCH, individually and as
Co-Managing Agent
 

By  

Name:  

Title:  

By  

Name:  

Title:  

S-13

	KEYBANK NATIONAL ASSOCIATION, individually and as Co-Managing Agent
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Senior Vice President

S-14

	SUMITOMO MITSUI BANKING CORPORATION, individually and as Co-Managing Agent
	By:	/s/ Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Senior Vice President

S-15

	CALYON NEW YORK BRANCH, individually and as Co-Managing Agent
	By:	/s/ Xxxxxxxx Cord’homme
		Name:	Xxxxxxxx Cord’homme
		Title:	Director
	By:	/s/ Page Dillehunt
		Name:	Page Dillehunt
		Title:	Managing Director

S-16

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually and as Co-Managing Agent
	By:	/s/ Jo Xxx Xxxxxxx
		Name:	Jo Xxx Xxxxxxx
		Title:	Vice President

S-17

	XXXXXX BROTHERS BANK, FSB
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Authorized Signatory

S-18

	UBS LOAN FINANCE LLC
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Associate Director, Banking Products Services, US
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Director, Banking Products Services, US

S-19

	COMPASS BANK
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President

S-20

BANK HAPOALIM B.M.
 

By  

Name:  

Title:  

By  

Name:  

Title:  

S-21