EXHIBIT 2.2
FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
This First Amendment to Contribution Agreement (the "Amendment") is
made and entered into on this 14th day of March, 2003, to be effective as of
March 6, 2003, by and among Valero Refining Company - California, a Delaware
corporation ("VRC"), UDS Logistics, LLC, a Delaware limited liability company
("UDS Logistics"), Xxxxxx X.X., a Delaware limited partnership (the "MLP"),
Valero Logistics Operations, L.P., a Delaware limited partnership (the "OLP"),
and Xxxxxx XX, Inc., a Delaware corporation and the general partner of OLP
("OLP-GP"). VRC, UDS Logistics, the MLP, the OLP and the OLP-GP are sometimes
referred to collectively herein as the "Parties" and individually as a "Party."
RECITALS:
Whereas, the Parties are all of the parties to that one certain
Contribution Agreement dated effective March 6, 2003 (the "Contribution
Agreement"); and
Whereas, pursuant to the terms of the Contribution Agreement, VRC has
agreed to contribute the Tank Assets to the OLP in exchange for the OLP Limited
Partner Interest; and
Whereas, upon receipt of the OLP Limited Partner Interest, VRC has
agreed to contribute the OLP Limited Partner Interest to UDS Logistics in
exchange for the UDS Membership Interest having a value equivalent to the Cash
Amount or, in the alternative, cash in an amount equivalent to the Cash Amount;
and
Whereas, upon receipt of the right to receive the OLP Limited Partner
Interest, UDS Logistics has agreed to contribute the OLP Limited Partner
Interest to MLP in exchange for the payment of the Cash Amount; and
Whereas, notwithstanding that the Parties agreed that the Cash Amount
shall be payable to UDS Logistics directly by the MLP, the Contribution
Agreement contains a scrivener's error that reflects that the Cash Amount
instead would be paid by the OLP on behalf of the MLP; and
Whereas, the Parties desire to enter into this Amendment to correct the
payment provisions of the Contribution Agreement as described above;
Now, therefore, for good and adequate consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Capitalized Terms. Capitalized terms not otherwise defined in this
Amendment shall have the meanings set forth in the Contribution Agreement.
2. Amendment to Section 2(a). In order to correct the payment
provisions of Section 2(a) of the Contribution, Sections 2(a)(vi) and 2(a)(vii)
shall be amended and restated in their entirety to read as follows:
"2(a)(vi) the MLP will pay the Cash Amount to UDS Logistics in
exchange for the right to be assigned the OLP Limited Partner Interest
from UDS Logistics;
2(a)(vii) UDS Logistics will contribute to the MLP, in
exchange for the payment of the Cash Amount from the MLP, the OLP
Limited Partner Interest, free and clear of any Encumbrances;"
3. Ratification. The Parties hereby ratify and confirm the Contribution
Agreement, as amended by this Amendment.
4. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed and original but which together shall constitute one
and the same instrument.
5. Governing Law and Venue. THIS AMENDMENT SHALL BE BOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF TEXAS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICATION OTHER THAN THE STATE OF TEXAS. VENUE FOR ANY
ACTION ARISING UNDER THIS AMENDMENT SHALL LIE EXCLUSIVELY IN ANY STATE OR
FEDERAL COURT IN BEXAR COUNTY, TEXAS.
6. Entire Agreement. This Amendment constitutes the entire agreement
among the Parties regarding the subject matter hereof and supersedes any prior
understandings, agreements, or representations by or among the Parties, written
or oral, to the extent they have related in any way to the subject matter
hereof.
[Signature Page Follows]
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In witness whereof, the Parties have executed this Amendment to be
effective as of the effective date first written above.
VALERO REFINING COMPANY -
CALIFORNIA
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
--------------------------------
Title: Senior Vice President
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UDS LOGISTICS, LLC
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
---------------------------------
Title: President
--------------------------------
XXXXXX X.X.
By: Riverwalk Logistics, L.P.,
its General Partner
By: Xxxxxx XX, LLC, its General
Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxxx
---------------------
Title: President
--------------------
XXXXXX XX, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
---------------------------------
Title: President
--------------------------------
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VALERO LOGISTICS OPERATIONS, L.P.
By: Xxxxxx XX, Inc., its General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
-----------------------------
Title: President
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