0001193125-06-180718 Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • August 28th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • Texas

This Contribution Agreement, dated effective as of June 1, 2006 is entered into by and among DIAMOND SHAMROCK REFINING AND MARKETING COMPANY, a Delaware corporation (“DSRMC”) and VALERO GP HOLDINGS, LLC, a Delaware limited liability company (“VEH”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties”.

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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
Revolving Credit Agreement • August 28th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • New York

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”); 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.

FIRST AMENDMENT TO 5-YEAR TERM 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
Term Credit Agreement • August 28th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • New York

THIS FIRST AMENDMENT TO 5-YEAR TERM CREDIT AGREEMENT (this “First Amendment”) dated as of May 15, 2006, 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.

THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT dated as of May 31, 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
Revolving Credit Agreement • August 28th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • New York

THIS THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT (this “Third Amendment”) dated as of May 31, 2006, 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.

SECOND AMENDMENT TO 5-YEAR TERM CREDIT AGREEMENT dated as of May 31, 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
Term Credit Agreement • August 28th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • New York

THIS SECOND AMENDMENT TO 5-YEAR TERM CREDIT AGREEMENT (this “Second Amendment”) dated as of May 31, 2006, 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.

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