FORM OF ADMINISTRATION AGREEMENT BETWEEN VALERO GP HOLDINGS, LLC AND VALERO GP, LLC DATED AS OF[. . . . . . .], 2006Administration Agreement • March 31st, 2006 • Valero Gp Holdings LLC • Texas
This ADMINISTRATION AGREEMENT (this “Agreement”) is entered into as of [___], 2006 and effective as of Effective Date, as defined below, between VALERO GP HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and VALERO GP, LLC, a Delaware limited liability company (“Valero GP”).
AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • March 31st, 2006 • Valero Gp Holdings LLC
This AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is entered into on, and effective as of, March 31, 2006 by and among Valero Energy Corporation (successor to Ultramar Diamond Shamrock Corporation), a Delaware corporation (“Valero Energy”), Valero GP, LLC (f/k/a Shamrock Logistics GP, LLC), a Delaware limited liability company (“Valero GP”), Riverwalk Logistics, L.P., a Delaware limited partnership and general partner of the MLP and the OLP (“Riverwalk”), Valero L.P. (f/k/a Shamrock Logistics, L.P.), a Delaware limited partnership (the “MLP”), and Valero Logistics Operations (f/k/a Shamrock Logistics Operations, L.P.), a Delaware limited partnership (the “OLP”).
THIRD AMENDED AND RESTATED SERVICES AGREEMENT AMONG DIAMOND SHAMROCK REFINING AND MARKETING COMPANY VALERO CORPORATE SERVICES COMPANY VALERO L.P. VALERO LOGISTICS OPERATIONS, L.P. RIVERWALK LOGISTICS, L.P. AND VALERO GP, LLC DATED AS OF JANUARY 1, 2006Services Agreement • March 31st, 2006 • Valero Gp Holdings LLC • Texas
This THIRD AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”) is entered into effective as of January 1, 2006 (the “Effective Date”) by and among DIAMOND SHAMROCK REFINING AND MARKETING COMPANY, a Delaware corporation (“DSRMC”) and VALERO CORPORATE SERVICES COMPANY, a Delaware corporation (“VCSC”), both indirect wholly owned subsidiaries of Valero Energy Corporation (“Valero Energy”), VALERO L.P., a publicly traded Delaware limited partnership (the “Partnership”), VALERO LOGISTICS OPERATIONS, L.P. (the “Operating Partnership”), a Delaware limited partnership and an indirect wholly owned subsidiary of the Partnership, RIVERWALK LOGISTICS, L.P., the general partner (the “General Partner”) of the Partnership, and its general partner, VALERO GP, LLC (“Valero GP”).
FORM OF NON-COMPETE AGREEMENTNon-Compete Agreement • March 31st, 2006 • Valero Gp Holdings LLC
THIS NON-COMPETE AGREEMENT (this “Agreement”) is entered into this [ ] day of [ ], 2006, but effective as of the Effective Time (as defined below), by and among Valero GP Holdings, LLC, a Delaware limited liability company (“Holdings”), Valero L.P., a Delaware limited partnership (the “MLP”), Riverwalk Logistics, L.P., a Delaware limited partnership and general partner of the MLP (“Riverwalk”), and Valero GP, LLC, a Delaware limited liability company and general partner of Riverwalk (“Valero GP” and together with the MLP, Riverwalk, and their respective Subsidiaries, the “Partnership Parties”).
