THIRD AMENDMENT TO 5-YEAR TERM CREDIT AGREEMENT dated as of November 30, 2006

EXHIBIT 10.03

THIRD AMENDMENT

TO

5-YEAR TERM CREDIT AGREEMENT

dated as of

November 30, 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

THIRD AMENDMENT TO 5-YEAR TERM CREDIT AGREEMENT

THIS THIRD AMENDMENT TO 5-YEAR TERM CREDIT AGREEMENT (this “Third Amendment”) dated as of November 30, 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 Term Credit Agreement dated as of July 1, 2005 (as amended by the First Amendment to 5-Year Term Credit Agreement dated as of May 15, 2006 and the Second Amendment to 5-Year Term Credit Agreement dated as of May 31, 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 Term 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 definition of “Consolidated Debt Coverage Ratio” is hereby amended in its entirety to read as follows:

“Consolidated Debt Coverage Ratio” means, for any day, the ratio of (a) all Indebtedness of the MLP and its Subsidiaries (excluding the aggregate Hybrid Equity Credit for all Hybrid Equity Securities), on a consolidated basis, as

of the last day of the then most recent Rolling Period over (b) Consolidated EBITDA for such Rolling Period.

(c) The following definitions are hereby added where alphabetically appropriate to read as follows:

“Hybrid Equity Credit” means, on any date, with respect to any Hybrid Equity Securities, the aggregate principal amount of such Hybrid Equity Securities that is treated as equity by S&P and Xxxxx’x based on the classifications for such Hybrid Equity Securities issued by S&P and Xxxxx’x; provided that if the classifications for such Hybrid Equity Securities issued by S&P and Xxxxx’x are different, then the higher classification (i.e., the classification that provides for the most equity) will apply to determine the amount of “Hybrid Equity Credit” for such Hybrid Equity Securities.

“Hybrid Equity Securities” means, on any date (the “determination date”), any securities issued by the MLP or any of its Subsidiaries or a financing vehicle of the MLP or any of its Subsidiaries, other than common stock, that meet the following criteria: (a) (i) the Borrower demonstrates that such securities are classified, at the time they are issued, as possessing a minimum of “intermediate equity content” by S&P and “Basket C equity credit” by Xxxxx’x (or the equivalent classifications then in effect by such agencies) and (ii) on such determination date such securities are classified as possessing a minimum of “intermediate equity content” by S&P or “Basket C equity credit” by Xxxxx’x (or the equivalent classifications then in effect by such agencies) and (b) such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Borrower Obligations. As used in this definition, “mandatory redemption” shall not include conversion of a security into common stock.

“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 determined by the Borrower as the projected Consolidated EBITDA attributable to such Material Project and designated in a certificate of a Responsible Officer of the Borrower as described in the next sentence of this definition (such amount to be determined by the Borrower in good faith and in a commercially reasonable manner 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 similar factors deemed appropriate by the Borrower) 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

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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 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 a certificate of a Responsible Officer of the Borrower certifying as to the amount determined by the Borrower as the projected Consolidated EBITDA attributable to such Material Project, together with a reasonably detailed explanation of the basis therefor and such other information and documentation as the Administrative Agent or any Lender may reasonably request, such certificate, explanation and other information and documentation delivered by the Borrower shall be deemed in form and substance satisfactory to the Administrative Agent and the Required Lenders unless the Administrative Agent or the Required Lenders object thereto within 10 Business Days after receipt thereof, 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).

“Third Amendment” means the Third Amendment to 5-Year Term Credit Agreement dated as of November 30, 2006 among the Borrower, the MLP, the Administrative Agent and the Lenders party thereto.

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.

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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 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.

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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[SIGNATURES BEGIN NEXT PAGE]

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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:	Xxxxxx XX, Inc., its General Partner
		By:	/s/ Xxxxxx X. Blank
			Xxxxxx X. Blank
			Senior Vice President, Chief
			Financial Officer and Treasurer

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

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

                                       BARCLAYS BANK PLC, individually and as Syndication Agent

By /s/ Xxxxxxxx X. Xxxx

Name: Xxxxxxxx X. Xxxx

Title: Director

S-3

MIZUHO CORPORATE BANK, LTD., individually and as Co-Documentation Agent

By /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Deputy General Manager

S-4

ROYAL BANK OF CANADA, individually and as

Co-Documentation Agent

By /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

S-5

THE ROYAL BANK OF SCOTLAND, plc,

individually and as Co-Documentation Agent

By /s/ Xxxxxxxx X. Dundee

Name: Xxxxxxxx X. Dundee

Title: Managing Director

S-6

                                   SCOTIABANC INC., individually and as Co-Documentation Agent

By /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Managing Director

S-7

                                      SUNTRUST BANK, individually and as Co-Documentation Agent

By /s/ Xxxxx Xxxx

Name: Xxxxx Xxxx

Title: Managing Director

S-8

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

By /s/ Xxxx XxXxxx

Name: Xxxx XxXxxx

Title: Vice President & Manager

S-9

BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH

By /s/ Xxxxxxx Xxxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxxx

Title: First Vice President

By /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx

Title: Vice President

S-10

SUMITOMO MITSUI BANKING CORPORATION,

individually and as Managing Agent

By /s/ Xxxxxxx X. Xxxx

Name: Xxxxxxx X. Xxxx

Title: General Manager

S-11

BANK OF AMERICA, N.A., individually and as

Co-Agent

By /s/ Xxxxxx X. Xxx

Name: Xxxxxx X. Xxx

Title: Senior Vice President

S-12

BNP PARIBAS, individually and as

Co-Agent

By /s/ Xxxx X. Xxx

Name: Xxxx X. Xxx

Title: Director

By /s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: Vice President

S-13

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CITIBANK, N.A., individually and as

Co-Agent

By /s/ Xxx X. Xxxxx

Name: Xxx X. Xxxxx

Title: Attorney-in-Fact

S-15

XXXXX FARGO BANK, N.A., individually and as

Co-Agent

By /s/ Jo Xxx Xxxxxxx

Name: Jo Xxx Xxxxxxx

Title: Vice President

S-16

XXXXXX BROTHERS BANK, FSB

By /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Authorized Signatory

S-17

UBS LOAN FINANCE LLC

By /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: Director, Banking Products Services- US

By /s/ Xxxx X. Xxxx

Name: Xxxx X. Xxxx

Title: Associate Director, Banking Products Services- US

S-18

                                    MIZUHO CORPORATE BANK (USA)

By /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Senior Vice President

S-19

COMPASS BANK

By /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: Senior Vice President

S-20