KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. ISSUER JPMORGAN CHASE BANK TRUSTEEIndenture • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • Texas
INDENTURE dated as of February 21, 2002, among KANEB PIPE LINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “PARTNERSHIP”), and JPMORGAN CHASE BANK, a New York banking corporation (the “TRUSTEE”).
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • Texas
THIS SALE AND PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of July, 2005 (the “Effective Date”), by and among SUPPORT TERMINALS OPERATING PARTNERSHIP, L.P. (“STOP”), KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. (“KPOP”), SHORE TERMINALS LLC (“Shore”), and PACIFIC ENERGY GROUP LLC, a Delaware limited liability company (“Purchaser”). STOP, KPOP and Shore are sometimes collectively referred to herein as “Sellers”.
VALERO L.P., GUARANTOR KANEB PIPE LINE OPERATING PARTNERSHIP, L.P., AFFILIATE GUARANTOR ANDThird Supplemental Indenture • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of July 1, 2005 (this “Third Supplemental Indenture”), among Valero Logistics Operations, L.P., a Delaware limited partnership having its principal office at One Valero Way, San Antonio, Texas 78249 (the “Partnership”), Valero L.P., a Delaware limited partnership (the “Guarantor”), Kaneb Pipe Line Operating Partnership, L.P., a Delaware limited partnership and an Affiliate of the Partnership (the “Affiliate Guarantor”), and The Bank of New York Trust Company, N.A. as successor trustee to The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. ISSUER AND JPMORGAN CHASE BANK TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 21, 2002First Supplemental Indenture • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • New York
KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. Issuer and JPMORGAN CHASE BANK Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of May 27, 2003Fourth Supplemental Indenture • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • New York
FIRST AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT dated as of June 30, 2005 among VALERO LOGISTICS OPERATIONS, L.P., as Borrower, VALERO L.P., JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party Hereto5-Year Revolving Credit Agreement • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • New York
THIS FIRST AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT (this “First Amendment”) dated as of June 30, 2005, 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.
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VALERO L.P.Third Amended and Restated Agreement of Limited Partnership • August 9th, 2005 • Valero L P • Pipe lines (no natural gas)
This Amendment No. 2, dated as of July 1, 2005 (this “Amendment”), to the Third Amended and Restated Agreement of Limited Partnership of Valero L.P. (the “Partnership Agreement”), is entered into by and among Riverwalk Logistics L.P., a Delaware limited partnership, as the General Partner, and the Limited Partners as provided herein. Each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Partnership Agreement.
SECOND AMENDED AND RESTATED SERVICES AGREEMENT AMONGServices Agreement • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • Texas
This SECOND AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”) is entered into effective as of July 1, 2005 (the “Effective Date”) by and among DIAMOND SHAMROCK REFINING AND MARKETING COMPANY, a Delaware corporation (“DSRMC”) and VALERO CORPORATE SERVICES COMPANY, a Delaware corporation, 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”).
ISSUER VALERO L.P., AFFILIATE GUARANTOR VALERO LOGISTICS OPERATIONS, L.P., AFFILIATE GUARANTOR AND JPMORGAN CHASE BANK, TRUSTEE FIFTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 1, 2005 TO INDENTURE DATED AS OF FEBRUARY 21, 2002Fifth Supplemental Indenture • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • New York
The Partnership and the predecessor to the Trustee have heretofore executed and delivered the Indenture dated as of February 21, 2002 (the “Original Indenture,”), as amended and supplemented by (i) the First Supplemental Indenture thereto dated as of February 21, 2002 (the “First Supplemental Indenture”), (ii) the Second Supplemental Indenture thereto dated as of August 9, 2002 and effective as of April 4, 2002 (the “Second Supplemental Indenture”), (iii) the Third Supplemental Indenture thereto dated and effective as of May 16, 2003 (the “Third Supplemental Indenture”) and (iv) the Fourth Supplemental Indenture thereto dated as of May 27, 2003 (the “Fourth Supplemental Indenture”) (the Original Indenture, as supplemented from time to time, including without limitation pursuant to the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and this Fifth Supplemental Indenture, being referred to herein as the
KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. Issuer and JPMORGAN CHASE BANK Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 9, 2002Second Supplemental Indenture • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • New York
KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. Issuer and JPMORGAN CHASE BANK Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of May 16, 2003Third Supplemental Indenture • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • New York
5-YEAR TERM CREDIT AGREEMENT dated as of July 1, 2005 among VALERO LOGISTICS OPERATIONS, L.P. VALERO L.P. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BARCLAYS BANK PLC, as Syndication Agent and MIZUHO CORPORATE BANK...5-Year Term Credit Agreement • August 9th, 2005 • Valero L P • Pipe lines (no natural gas) • New York
5-YEAR TERM CREDIT AGREEMENT dated as of July 1, 2005 among VALERO LOGISTICS OPERATIONS, L.P., a Delaware limited partnership, VALERO L.P., a Delaware limited partnership, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS BANK PLC, as Syndication Agent, and MIZUHO CORPORATE BANK (USA), ROYAL BANK OF CANADA, THE ROYAL BANK OF SCOTLAND PLC, THE BANK OF NOVA SCOTIA, and SUNTRUST BANK, as Co-Documentation Agents.
