VALERO L P
CONTRIBUTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>5
<FILENAME>h03809exv10w14.txt
<DESCRIPTION>CONTRIBUTION AGREEMENT
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.14



                   -------------------------------------------

                             CONTRIBUTION AGREEMENT

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                                  By and Among

                         VALERO REFINING - TEXAS, L.P.,

                         UDS LOGISTICS, LLC, VALERO L.P.

                                 VALERO GP, INC.

                                       and

                        VALERO LOGISTICS OPERATIONS, L.P.

                   -------------------------------------------







                                  March 6, 2003

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                             EXHIBITS AND SCHEDULES

     Exhibit A:                          Description of Tank Assets
     Exhibit A-1:                        Description of Land
     Exhibit B:                          Form of Throughput Agreement
     Exhibit C:                          Form of Services Agreement
     Exhibit D-1:                        Form of Lease Agreement
     Exhibit D-2:                        Form of Lease Agreement
     Exhibit E:                          Form of Assignment
     Exhibit F:                          Form of Closing Tax Certificate

     Schedule 1(b)                       Permitted Encumbrances
     Schedule 3(a)(ii)                   Consents (VRLP)
     Schedule 3(b)(ii)                   Consents (The MLP Parties)
     Schedule 4(a)                       Noncontravention (the Tank Assets)
     Schedule 4(b)(ii)                   Condition of Tank Assets
     Schedule 4(c)                       Material Changes
     Schedule 4(e)(ii)                   Rights of Way
     Schedule 4(g)                       Environmental Matters
     Schedule 4(g)(ii)                   Environmental Permits
     Schedule 5(c)                       Operation of Tank Assets



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                             CONTRIBUTION AGREEMENT

            This Contribution Agreement (this "Agreement") dated as of March 6,
2003 (the "Effective Date") is by and among Valero Refining - Texas, L.P., a
Texas limited partnership ("VRLP"), UDS Logistics, LLC, a Delaware limited
liability company ("UDS Logistics"), Valero L.P., a Delaware limited partnership
(the "MLP"), Valero Logistics Operations, L.P., a Delaware limited partnership
(the "OLP") and Valero GP, Inc., a Delaware corporation and the general partner
of the OLP ("OLP-GP"). VRLP, 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, VRLP owns all of the tank shells, foundations, tank valves,
tank gauges, pressure equipment, temperature equipment, cathodic protection,
leak detection, and tank lighting associated with the crude and intermediate
feedstock storage tanks listed on Exhibit A, along with the other assets
described on Exhibit A hereto (collectively, the "Tank Assets");

            WHEREAS, VRLP desires to contribute the Tank Assets to the OLP in
exchange for a limited partner interest in the OLP representing $104.2 million
(the "OLP Limited Partner Interest"), and the OLP desires to accept the
contribution of the Tank Assets, subject to the terms and conditions set forth
below;

            WHEREAS, immediately upon receipt of the OLP Limited Partner
Interest, VRLP desires to contribute the OLP Limited Partner Interest to UDS
Logistics in exchange for a membership interest in UDS Logistics representing
$104.2 million (the "UDS Membership Interest"), and UDS Logistics desires to
accept the contribution of the OLP Limited Partner Interest, subject to the
terms and conditions set forth below; and

            WHEREAS, at the Closing, among other things, (i) the OLP and Valero
Marketing and Supply Company, a Delaware corporation ("VMSC"), will enter into a
Handling and Throughput Agreement in the form of Exhibit B (the "Throughput
Agreement") setting forth the rights and obligations of such parties with
respect to the handling and delivery of Specified Feedstocks (as such term is
defined in the Throughput Agreement) for the Benicia, Corpus Christi West and
Texas City refineries (the "Refineries") that are owned by affiliates of VMSC,
(ii) the OLP and VRLP will enter into a Services and Secondment Agreement in the
form of Exhibit C (the "Services Agreement") whereby VRLP agrees to second VRLP
personnel to OLP to provide certain operational and maintenance services to the
OLP in connection with the Tank Assets, and (iii) VRLP, as lessor, and the OLP,
as lessee, will enter into leases of the land in the forms of Exhibit D-1 and
D-2 (the "Lease Agreements") located in Nueces and Galveston Counties, Texas
upon which the Tank Assets are situated (the "Land") and as more particularly
described on Exhibit A-1 hereto.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows:



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12.         Definitions.

            "Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
amounts paid in settlement, liabilities, obligations, Taxes, liens, losses,
expenses, and fees, including court costs and attorneys' fees and expenses, but
excluding punitive (except as provided in SECTION 8), exemplary, special or
consequential damages.

            "Affiliate" has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act of 1934, as amended
from time to time; provided, however, that (i) with respect to any of the MLP
Parties, the term "Affiliate" shall exclude each member of the Valero Group and
(ii) with respect to VRLP, the term "Affiliate" shall exclude each member of the
MLP Group.

            "Agreement" has the meaning set forth in the preface.

            "Assignment" means the assignment and assumption agreement in the
form of Exhibit E pursuant to which all of the Tank Assets will be assigned.

             "Basis" means any past or current fact, situation, circumstance,
status, condition, activity, practice, plan, occurrence, event, incident,
action, failure to act, or transaction about which the relevant Person has
Knowledge that forms or could form the basis for any specified consequence.

            "Best Efforts" means the efforts, time, and costs that a prudent
Person desirous of achieving a result would use, expend, or incur in similar
circumstances to ensure that such result is achieved as expeditiously as
possible; provided, however, that no such use, expenditure, or incurrence shall
be required if it could reasonably be expected to have a material adverse effect
on such Person or to require an expense of such Person in excess of $1,000,000.

            "Cash Amount" means $104,200,000.

            "Casualty" has the meaning set forth in SECTION 11(b).

            "CERCLA" has the meaning set forth in SECTION 4(g)(i).

            "Closing" has the meaning set forth in SECTION 2(b).

            "Closing Date" has the meaning set forth in SECTION 2(b).

            "Code" means the Internal Revenue Code of 1986, as amended, or any
successor Law.

            "Commitment" means (a) options, warrants, convertible securities,
exchangeable securities, subscription rights, conversion rights, exchange rights
or other contracts that could require a Person to issue any of its Equity
Interests or to sell any Equity Interest it owns in another Person; (b) any
other securities convertible into, exchangeable or exercisable for, or
representing the right to subscribe for any Equity Interest of a Person or owned
by a Person; (c) statutory pre-emptive rights or pre-emptive rights granted
under a Person's Organizational




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Documents; and (d) stock appreciation rights, phantom stock, profit
participation, or other similar rights with respect to a Person.

            "Common Units" has the meaning set forth in the Amended and Restated
Agreement of Limited Partnership of Valero L.P.

            "Conflicts Committee" means the conflicts committee of the board of
directors of Valero GP.

            "Contributed OLP Interest" has the meaning set forth in SECTION
2(a)(VIII).

            "Crude Oil" means crude petroleum oil and all other hydrocarbons,
regardless of gravity, produced at the well in liquid form by ordinary
production methods and which are not the result of condensation of gas.

            "Effective Date" has the meaning set forth in the preface.

            "Encumbrance" means any mortgage, pledge, lien, encumbrance, charge,
security interest, Preferential Right or other defect in title.

            "Environmental Law" and "Environmental Laws" have the meanings set
forth in SECTION 4(g)(i).

            "Equity Interest" means (a) with respect to a corporation, any and
all shares of capital stock and any Commitments with respect thereto, (b) with
respect to a partnership, limited liability company, trust or similar Person,
any and all units, interests or other partnership, limited liability company,
trust or similar interests, and any Commitments with respect thereto, and (c)
any other direct equity ownership or participation in a Person.

            "GAAP" means accounting principles generally accepted in the United
States consistently applied.

            "Governmental Authority" means the United States or any agency
thereof and any state, county, city or other political subdivision, agency,
court or instrumentality.

            "Hazardous Substances" means all materials, substances, chemicals,
gas and wastes which are regulated under any Environmental Law or which may form
the basis for liability under any Environmental Law.

            "Indemnified Party" has the meaning set forth in SECTION 8(d)(i).

            "Indemnifying Party" has the meaning set forth in SECTION 8(d)(i).

            "Knowledge" an individual shall be deemed to have "Knowledge" of a
particular fact or other matter if such individual is consciously aware of such
fact or other matter at the time of determination. A Person other than a natural
person shall be deemed to have "Knowledge" of a particular fact or other matter
if (i) any natural person who is serving as a director, senior executive
officer, partner, member, executor, or trustee of such Person (or in any similar



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capacity) or (ii) any employee (or any natural person serving in a similar
capacity) who is charged with the ultimate responsibility for a particular area
of such Person's operations (e.g., the manager of the environmental section with
respect to knowledge of environmental matters), at the time of determination
had, Knowledge of such fact or other matter.

            "Land" has the meaning set forth in the recitals.

            "Law" or "Laws" means any statute, code, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any
applicable Governmental Authority.

            "Lease Agreements" has the meaning set forth in the recitals.

             "Material Adverse Effect" means any change or effect relating to
the operations relating to the Tank Assets, taken as a whole, that, individually
or in the aggregate with other changes or effects, materially and adversely
affects the value of the Tank Assets taken as a whole, provided that in
determining whether a Material Adverse Effect has occurred, changes or effects
relating to (i) the Crude Oil transportation and refining industry generally
(including the price of Crude Oil and the costs associated with the storage
and/or transportation of Crude Oil), (ii) United States or global economic
conditions or hostilities or financial markets in general, or (iii) the
transactions contemplated by this Agreement, shall not be considered.

            "MLP" has the meaning set forth in the preface.

            "MLP-GP" means Riverwalk Logistics, L.P., a Delaware limited
partnership and the general partner of the MLP.

            "MLP Group" means (i) each of the MLP Parties, (ii) MLP-GP, (iii)
Valero GP, (iv) each Affiliate of each of the MLP Parties in which such MLP
Party owns (directly or indirectly) an Equity Interest and (v) each natural
person that is an Affiliate of any MLP Party solely because of such natural
person's position as an officer (or person performing similar functions),
director (or person performing similar functions) or other representative of any
Person described in (i) - (iv) above, but only to the extent that such natural
person is in its capacity as an officer, director or representative of such
Person.

            "MLP Parties" means each of (i) the MLP, (ii) OLP-GP, (iii) the OLP
and (iv) each Affiliate of the entities in (i) - (iii) which is a party to any
Transaction Agreement.

            "MLP Party Indemnitees" means, collectively, the MLP Parties and
their Affiliates and each of their respective officers (or Persons performing
similar functions), directors (or Persons performing similar functions),
employees, agents and representatives to the extent acting in such capacity.

            "NonAffiliate Purchaser" has the meaning set forth in SECTION 2(d).

            "Obligations" means duties, liabilities and obligations, whether
vested, absolute or contingent, known or unknown, asserted or unasserted,
accrued or unaccrued, liquidated or unliquidated, due or to become due, and
whether contractual, statutory or otherwise.



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            "Offer" has the meaning set forth in SECTION 2(d)(i).

            "Offered Assets" has the meaning set forth in SECTION 2(d).

            "OLP" has the meaning set forth in the preface.

            "OLP-GP" has the meaning set forth in the preface.

            "OLP Limited Partner Interest" has the meaning set forth in the
recitals.

            "Ordinary Course" means the ordinary course of business consistent
with the applicable Person's past custom and practice (including with respect to
quantity and frequency).

            "Organizational Documents" means the articles of incorporation,
certificate of incorporation, charter, bylaws, articles or certificate of
formation, regulations, operating agreement, certificate of limited partnership,
partnership agreement, and all other similar documents, instruments or
certificates executed, adopted, or filed in connection with the creation,
formation, or organization of a Person, including any amendments thereto.

            "Party" and "Parties" have the meanings set forth in the preface.

            "Permitted Encumbrances" means any of the following: (i) any liens
for Taxes and assessments not yet delinquent or, if delinquent, that are being
contested in good faith in the Ordinary Course and the Party contesting such
assessments indemnifies the Party taking the property subject to such lien from
such lien and such contest; (ii) any inchoate liens or other encumbrances (other
than mechanic's, materialmen's and similar liens) and any other defect in title
created pursuant to any operating, farmout, construction, operation and
maintenance, co-owners, cotenancy, lease or similar agreements listed on
SCHEDULE 1(b) for which amounts are not due; and (iii) easements, rights-of-way,
restrictions and other similar Encumbrances incurred in the Ordinary Course
which, in the aggregate, are not substantial in amount and which do not in any
case materially detract from the value of the property subject thereto as it is
currently being used or materially interfere with the Ordinary Course conducted
thereon.

            "Person" means an individual or entity, including any partnership,
corporation, association, joint stock company, trust, joint venture, limited
liability company, unincorporated organization, or Governmental Authority (or
any department, agency or political subdivision thereof).

            "Post-Closing Tax Period" means any Tax period beginning after the
Closing Date.

            "Post-Closing Tax Return" means any Tax Return that is required to
be filed for any of the Tank Assets with respect to a Post-Closing Tax Period.

            "Pre-Closing Tax Period" means any Tax periods or portions thereof
ending on or before the Closing Date.

            "Pre-Closing Tax Return" means any Tax Return that is required to be
filed for any of the Tank Assets with respect to a Pre-Closing Tax Period.



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            "Preferential Rights" has the meaning set forth in SECTION 4(h).

            "Prime Rate" means the prime rate reported in the Wall Street
Journal at the time such rate must be determined under the terms of this
Agreement.

            "Private Placement" has the meaning set forth in SECTION 2(a)(i).

            "Records" has the meaning set forth in SECTION 6(c).

            "Redemption" has the meaning set forth in SECTION 2(a)(iii).

            "Refineries" has the meaning set forth in the recitals.

            "Required Permits" has the meaning set forth in SECTION 4(g)(ii).

            "Rights of Way" has the meaning set forth in SECTION 4(e).

             "Services Agreement" has the meaning set forth in the recitals.

            "Specified Feedstocks" has the meaning set forth in the recitals.

            "Straddle Period" means a Tax period or year commencing before and
ending after the Closing Date.

            "Straddle Return" means a Tax Return for a Straddle Period.

            "Subject Insurance Policies" means those material policies of
insurance that VRLP or any of its Affiliates maintain covering any Tank Assets.

            "Taking" has the meaning set forth in SECTION 11(b)(ii)(C).

            "Tank Assets" has the meaning set forth in the recitals.

            "Tax" or "Taxes" means any federal, state, local, or foreign income,
gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental (including taxes under Code
Section 59A), custom duties, capital stock, franchise, profits, withholding,
social security (or similar excises), unemployment, disability, ad valorem, real
property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind whatsoever,
including any interest, penalty or addition thereto, whether disputed or not.

            "Tax Records" means all Tax Returns and Tax-related work papers
relating to the Tank Assets and the Land.

            "Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Taxes, including any
schedule or attachment thereto, and including any amendment thereof.

            "Third Party Claim" has the meaning set forth in SECTION 8(d)(i).



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            "Third Party Offer" has the meaning set forth in SECTION 2(d).

            "Throughput Agreement" has the meaning set forth in the recitals.

            "Transaction" has the meaning set forth in SECTION 5(b).

            "Transaction Agreements" means this Agreement, the Assignment, the
Lease and Access Agreement(s), the Throughput Agreement, the Services Agreement
and all other agreements, documents, certificates or instruments executed and
delivered in connection with the transactions contemplated herein and therein.

            "Transfer Taxes" has the meaning set forth in SECTION 9(e).

            "UDS Logistics" has the meaning set forth in the preface.

            "UDS Membership Interests" has the meaning set forth in the
recitals.

            "Underwriting Agreement" has the meaning set forth in SECTION
7(a)(vi).

            "Unit Offering" has the meaning set forth in SECTION 2(a)(ii).

            "Valero GP" means Valero GP, LLC, a Delaware limited liability
company and the general partner of MLP-GP.

            "Valero Group" means, excluding members of the MLP Group, (i) each
Affiliate of Valero Energy Corporation in which Valero Energy Corporation owns
(directly or indirectly) an Equity Interest and (ii) each natural person that is
an Affiliate of any Person described in (i) above solely because of such natural
person's position as an officer (or person performing similar functions),
director (or person performing similar functions) or other representative of any
Person described in (i) above, but only to the extent that such natural person
is acting in its capacity as an officer, director or representative of such
Person.

            "VRLP" has the meaning set forth in the preface.

            "VRLP Indemnitees" means, collectively, VRLP and its Affiliates and
each of their respective officers (or Persons performing similar functions),
directors (or Persons performing similar functions), employees, agents, and
representatives.

            "VRLP Parties" means each of (i) VRLP, (ii) UDS Logistics, (iii)
Valero Energy Corporation and (iv) each Affiliate of VRLP in which Valero Energy
Corporation owns (directly or indirectly) an Equity Interest and which is a
party to any Transaction Agreement (but excluding any MLP Parties).

            "VMSC" has the meaning set forth in the recitals.

            13. Concurrent Transactions.

               (a) Contribution of Tank Assets. Subject to the terms and
conditions of this Agreement, the Parties agree that the following transactions
will occur in the following order:



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                        (i) the MLP will cause the OLP to borrow from its credit
            facility and the MLP proposes to cause the OLP to issue long-term
            debt (the "Private Placement") to institutional investors pursuant
            to Rule 144A promulgated under the Securities Act of 1933 (which
            indebtedness shall be guaranteed by the MLP);

                        (ii) the MLP proposes to issue additional Common Units,
            representing limited partner interests in the MLP, to the public in
            exchange for cash (the "Unit Offering");

                        (iii) using a portion of the net proceeds from the
            Private Placement, the MLP will redeem (the "Redemption") a
            sufficient number of Common Units owned by UDS Logistics to reduce,
            in conjunction with the Unit Offering, the aggregate, combined
            ownership interest of UDS Logistics and Valero GP in the MLP to
            49.5% or less;

                        (iv) except as provided in SECTION 11(d), VRLP will
            contribute to the OLP, in exchange for the OLP Limited Partner
            Interest, the Tank Assets free and clear of any Encumbrances other
            than Permitted Encumbrances;

                        (v) VRLP will contribute to UDS Logistics, in exchange
            for the UDS Membership Interest (or, in the alternative, as provided
            in SECTION 11(d), for cash) the OLP Limited Partner Interest, free
            and clear of any Encumbrances;

                        (vi) the OLP, on behalf of 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;

                        (vii) UDS Logistics will contribute to the MLP, in
            exchange for the payment of the Cash Amount from the OLP, on behalf
            of the MLP, the OLP Limited Partner Interest, free and clear of any
            Encumbrances;

                        (viii) the MLP will contribute to OLP-GP such portion of
            the OLP Limited Partner Interest (the "Contributed OLP Interest") as
            is necessary for OLP-GP to maintain its 0.01% general partner
            interest in the OLP; and

                        (ix) the Contributed OLP Interest will be immediately
            converted into a general partner interest in the OLP.

                        (b) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at One Valero
Place, San Antonio, Texas, 78212, commencing at 10:00 a.m., local time, on the
fifth business day following the date as of which the satisfaction or waiver of
all conditions to the obligations of the Parties to consummate the transactions
contemplated hereby has occurred (other than conditions with respect to actions
each Party shall take at the Closing itself) or such other date as the Parties
may mutually determine (the "Closing Date").

                        (b) Deliveries at the Closing. At the Closing, (i) VRLP
shall deliver to the MLP Parties the various certificates, instruments, and
documents referred to in SECTIONS 7(a) and 9(g); (ii) the MLP Parties shall
deliver to VRLP the various certificates, instruments, and documents referred to
in SECTION 7(b); (c) the applicable Parties shall execute and deliver each of
(A) the




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Assignment; (B) the Throughput Agreement; (C) the Services Agreement; and (D)
the Lease Agreement(s); (iii) UDS Logistics shall issue to VRLP the UDS
Membership Interest; (iv) the OLP, on behalf of the MLP, shall pay to UDS
Logistics the Cash Amount; (v) the applicable Parties shall execute and/or
deliver, or cause to be executed and/or delivered, such other consideration,
documents, assets and interests as set forth in SECTION 2(a) above; and (vi) the
applicable Parties shall execute and/or deliver, or cause to be executed and/or
delivered, each other Transaction Agreement not listed above.

                (c) Right of First Offer. Should the board of directors of
Valero GP determine at any time after the Closing Date (either through an
unsolicited bona fide offer from a Person that is not an Affiliate of the Valero
Group (a "Third Party Offer") or through an offer solicited by any of the MLP
Parties) that it is in the best interests of the MLP Parties to divest any or
all of the Tank Assets (the "Offered Assets"), Valero GP shall promptly notify
VRLP of such determination and deliver to VRLP all information prepared by or on
behalf of Valero GP relating to the potential divestiture. As soon as
practicable but in any event within 30 days after receipt of such notification
and information, VRLP shall notify Valero GP that either (a) VRLP has elected
not to pursue the opportunity to acquire the Offered Assets, in which case the
MLP shall be free to offer and divest the Offered Assets to (1) the Person that
initiated the Third Party Offer (the "Third Party Offeror") or (2) a Person that
is not an Affiliate of the Valero Group (a "NonAffiliate Purchaser"), or (b)
VRLP has elected to pursue the opportunity to acquire the Offered Assets, in
which event the following procedures shall be followed:

                    (i) VRLP shall submit a good faith offer to Valero GP to
        acquire the Offered Assets (the "Offer") on the terms and for the
        consideration stated in the Offer;

                    (ii) VRLP and Valero GP shall negotiate in good faith for
        90 days after receipt of such Offer by Valero GP, the terms on which the
        Offered Assets will be acquired by VRLP. Valero GP shall provide all
        information concerning the operations and finances of the Offered Assets
        as may be reasonably requested by VRLP.

                         (A) If VRLP and Valero GP agree on such terms within
                    90 days after the receipt by Valero GP of the Offer, VRLP
                    shall acquire the Offered Assets on such terms after such
                    agreement has been reached; provided, however, that the
                    acquisition consideration to be paid by VRLP may not be less
                    than the acquisition consideration offered in the Third
                    Party Offer.

                         (B) If VRLP and Valero GP are unable to agree on the
                    terms of an acquisition during such 90-day period, the MLP
                    is free to divest the Offered Assets to (1) the Third Party
                    Offeror within 180 days of the termination of such 90-day
                    period; provided that such Third Party Offer is not less
                    than 95% of the acquisition consideration last offered by
                    VRLP or (2) a NonAffiliate Purchaser; provided that any such
                    divestiture to a NonAffiliate Purchaser must be for an
                    acquisition consideration of not less than 95% of the
                    acquisition consideration last offered by VRLP and on the
                    same material terms and conditions as last offered by VRLP;
                    provided, further, that if such NonAffiliate Purchaser shall
                    offer less than 95% of the




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                    acquisition consideration last offered by VRLP or offer to
                    purchase the Tank Assets on terms and conditions materially
                    less favorable to the MLP than those last offered by VRLP,
                    the MLP must first give VRLP notice and a right to match the
                    offer from the NonAffiliate Purchaser during a 15-day period
                    after notification of same from MLP to VRLP.

                         (C) During such 90-day period Valero GP shall be free
                    to make capital expenditures to maintain the Offered Assets.

                    (iii) If, after the expiration of the 180-day period
               referred to in clause (ii)(B) above, no NonAffiliate Purchaser or
               Third Party Offeror has acquired the Offered Assets and Valero GP
               confirms its determination that it is in the best interests of
               the MLP Parties to divest the Offered Assets, Valero GP shall
               comply with the provisions of this SECTION 2(d) once again;
               provided that if Valero GP and VRLP are unable to reach agreement
               during the 90-day period referenced in clause (ii)(B) above, the
               parties will engage an independent investment banking firm of
               national reputation to determine the value of the Offered Assets
               and shall furnish VRLP and Valero GP with its opinion of such
               value within 30 days of its engagement. VRLP and Valero GP shall
               share equally the fees and expenses of such investment banking
               firm. Upon receipt of such opinion, Valero GP will have the
               option to

                         (A) cause the MLP to divest the Offered Assets for an
                    amount equal to the value as determined by such investment
                    banking firm on terms substantially similar to the relevant
                    terms of this Agreement or

                         (B) decline to divest the Offered Assets.

         14. Representations and Warranties Concerning the Transaction.

             (a) Representations and Warranties of VRLP. VRLP hereby represents
and warrants to the MLP Parties as follows as of the Effective Date:

                    (i) Organization and Good Standing. VRLP is a limited
               partnership duly organized, validly existing, and in good
               standing under the Laws of the state of Texas. VRLP is in good
               standing under the Laws of each other jurisdiction which requires
               such qualification, except where the lack of such qualification
               would not have a Material Adverse Effect.

                    (ii) Authorization of Transaction. Each VRLP Party has full
               power and authority (including full entity power and authority)
               to execute and deliver each Transaction Agreement to which such
               VRLP Party is a party and to perform its obligations thereunder.
               Each Transaction Agreement to which any VRLP Party is a party
               constitutes the valid and legally binding obligation of such VRLP
               Party, enforceable against such VRLP Party in accordance with its
               terms and conditions, subject, however, to the effects of
               bankruptcy, insolvency, reorganization, moratorium or similar
               Laws affecting creditors' rights generally, and to general
               principles of equity (regardless of whether such enforceability
               is considered in a proceeding in equity or at law). Except as set
               forth on SCHEDULE 3(a)(ii), no VRLP Party need give any notice
               to, make any filing




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               with, or obtain any authorization, consent, or approval of any
               Governmental Authority or any other Person in order to consummate
               the transactions contemplated by this Agreement or any other
               Transaction Agreement to which such VRLP Party is a party.

                    (iii) Noncontravention. Except for filings specified in
               SCHEDULE 3(a)(ii) and filings and notifications required under
               the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as
               amended, the "HSR Act"), neither the execution and delivery of
               any Transaction Agreement, nor the consummation of any of the
               transactions contemplated thereby, shall (A) violate any Laws to
               which any VRLP Party is subject or any provision of the
               Organizational Documents of any VRLP Party or (B) result in a
               breach of, constitute a default under, result in the acceleration
               of, create in any Person the right to accelerate, terminate,
               modify, or cancel, or require any notice under any agreement,
               contract, lease, license, instrument, or other arrangement to
               which any VRLP Party is a party or by which it is bound or to
               which any of its assets or any of the Tank Assets are subject,
               except for such violations, defaults, breaches, or other
               occurrences that do not, individually or in the aggregate, have a
               material adverse effect on the ability of VRLP or any other VRLP
               Party to consummate the transactions contemplated by such
               Transaction Agreement.

                    (iv) Brokers' Fees. No VRLP Party has any liability or
               obligation to pay any fees or commissions to any broker, finder,
               or agent with respect to the transactions contemplated by this
               Agreement for which any of the MLP Parties could become liable or
               obligated.

                 (b) Representations and Warranties of the MLP Parties. Each of
the MLP Parties hereby represents and warrants to VRLP as follows as of the
Effective Date:

                    (i) Organization of the MLP Parties. Each of the MLP Parties
               is a limited liability company, limited partnership or
               corporation duly organized, validly existing, and in good
               standing under the Laws of the state of Delaware. Each of the MLP
               Parties is in good standing under the Laws of the state of Texas,
               or will be qualified to do business in Texas prior to the
               Closing, and in each other jurisdiction which requires such
               qualification, except where the lack of such qualification in
               each instance would not have a Material Adverse Effect.

                    (ii) Authorization of Transaction. Each of the MLP Parties
               has full power and authority (including full entity power and
               authority) to execute and deliver each Transaction Agreement to
               which it is a party and to perform its obligations thereunder.
               Each Transaction Agreement to which such MLP Party is a party
               constitutes the valid and legally binding obligation of such MLP
               Party, enforceable against such MLP Party in accordance with its
               terms and conditions, subject, however, to the effects of
               bankruptcy, insolvency, reorganization, moratorium or similar
               Laws affecting creditors' rights generally, and to general
               principles of equity (regardless of whether such enforceability
               is considered in a proceeding in equity or at law). Except for
               approval by the Conflicts Committee and as set forth on SCHEDULE
               3(b)(ii) and any filings under the HSR Act, no MLP Party needs to
               give any notice to, make any filing with, or obtain any
               authorization, consent, or approval of any Governmental Authority
               or any other Person in




                                       11
<PAGE>

               order to consummate the transactions contemplated by this
               Agreement or any other Transaction Agreement.

                    (iii) Noncontravention. Except for the filings specified in
               SCHEDULE 3(b)(ii), neither the execution and delivery of any
               Transaction Agreement to which any MLP Party is a party, nor the
               consummation of any of the transactions contemplated thereby,
               shall (A) violate any Laws to which such MLP Party is subject or
               any provision of its Organizational Documents or (B) result in a
               breach of, constitute a default under, result in the acceleration
               of, create in any Person the right to accelerate, terminate,
               modify, or cancel, or require any notice, approval or consent
               under any agreement, contract, lease, license, instrument, or
               other arrangement to which any MLP Party is a party or by which
               it is bound or to which any of its assets is subject, except for
               such violations, defaults, breaches, or other occurrences that do
               not, individually or in the aggregate, have a material adverse
               effect on the ability of any MLP Party to consummate the
               transactions contemplated by such Transaction Agreement.

                    (iv) Brokers' Fees. Other than a customary fee paid to A.G.
               Edwards & Sons in connection with its assessment of the fairness
               of the Transaction to the MLP and to the holders of the Common
               Units (other than any of the Valero Group), no MLP Party has any
               liability or obligation to pay any fees or commissions to any
               broker, finder, or agent with respect to the transactions
               contemplated by this Agreement for which VRLP could become liable
               or obligated.

                    (v) Investment. Each of the MLP Parties is familiar with
               investments of the nature of the Tank Assets, understands that
               this investment involves substantial risks, has investigated the
               Tank Assets, and has substantial knowledge and experience in
               financial and business matters such that it is capable of
               evaluating, and has evaluated, the merits and risks inherent in
               purchasing the Tank Assets, and is able to bear the economic
               risks of such investment. Each of the MLP Parties has had the
               opportunity to visit with VRLP and its applicable Affiliates and
               meet with their representative officers and other representatives
               to discuss the operations, assets, liabilities and financial
               condition of the Tank Assets, has received materials, documents
               and other information that such MLP Party deems necessary or
               advisable to evaluate the Tank Assets. Each of the MLP Parties
               has made its own independent examination, investigation, analysis
               and evaluation of the Tank Assets, including its own estimate of
               the value of the Tank Assets. Each of the MLP Parties has
               undertaken such due diligence (including a review of the assets,
               properties, liabilities, books, records and contracts
               constituting part of the Tank Assets) as such MLP Party deems
               adequate. Notwithstanding the other provisions of this subsection
               (v), the MLP Parties have relied on the truth and accuracy of the
               representations and warranties made by VRLP in SECTION 4(l) in
               making the representations and warranties in this subsection (v)
               and the MLP Parties shall not be considered to have breached any
               representation or warranty contained in this subsection (v) if
               any of the representations and warranties made by VRLP in SECTION
               4(l) are not true or are inaccurate.



                                       12
<PAGE>

         15. Representations and Warranties Concerning the Tank Assets. VRLP
hereby represents and warrants to the MLP Parties as follows as of the Effective
Date:

              (a) Noncontravention. Except as set forth in SCHEDULE 4(a),
neither the execution and delivery of any Transaction Agreement to which any
VRLP Party is a party, nor the consummation of any of the transactions
contemplated thereby, shall (i) violate any Laws to which any of the Tank Assets
is subject or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, require any notice or trigger any
rights to payment or other compensation, or result in the imposition of any
Encumbrance on any of the Tank Assets under, any agreement, contract, lease,
license, instrument, or other arrangement to which any of the Tank Assets is
subject, except where the violation, conflict, breach, default, acceleration,
termination, modification, cancellation, failure to give notice, right to
payment or other compensation, or Encumbrance would not have a Material Adverse
Effect, or would not materially adversely affect the ability of any VRLP Party
to consummate the transactions contemplated by such Transaction Agreement.

              (b) Title to and Condition of Tank Assets and Land.

                  (i) VRLP has good and marketable title to all of the Tank
         Assets in each case free and clear of all Encumbrances, except for
         Permitted Encumbrances. VRLP has good and indefeasible title (fee and
         leasehold, as applicable) to all of the Land.

                  (ii) To VRLP's Knowledge, except as disclosed in SCHEDULE
         4(b)(ii), the Tank Assets are in good operating condition and repair
         (normal wear and tear excepted), are free from patent and latent
         defects, are suitable for the purposes for which they are currently
         used and are not in need of maintenance or repairs except for ordinary
         routine maintenance and repairs that, in the aggregate, do not exceed
         $250,000.

                  (iii) There are no borrowings, loan agreements, promissory
         notes, pledges, mortgages, guaranties, liens and similar liabilities
         (direct and indirect), or Encumbrances which are secured by or
         constitute an Encumbrance on the Tank Assets and/or the Land.

                  (iv) VRLP has not caused any work or improvements to be
         performed upon or made to any of the Tank Assets for which there
         remains outstanding any payment obligation that would or might serve as
         the basis for any claim, lien, charge or Encumbrance in favor of the
         Person which performed the work.

                  (v) VRLP has not leased or subleased any parcel or any portion
         of the Land to any other Person.

              (c) Material Change. Except as set forth in SCHEDULE 4(c), since
December 31, 2001:

                  (i) there has not been any Material Adverse Effect;



                                       13
<PAGE>

                  (ii) the Tank Assets have been operated and maintained in the
         Ordinary Course;


                  (iii) to VRLP's Knowledge, there has not been any material
         damage, destruction or loss to any material portion of the Tank Assets,
         whether or not covered by insurance;

                  (iv) there has been no purchase, sale or lease of any material
         asset included in the Tank Assets;

                  (v) there is no contract, commitment or agreement to do any of
         the foregoing, except as expressly permitted hereby.

              (d) Legal Compliance. Each VRLP Party, with respect to the Tank
Assets, has complied with all applicable Laws, except where the failure to
comply would not have a Material Adverse Effect. VRLP makes no representations
or warranties in this SECTION 4(d) with respect to Environmental Laws, for which
the sole representations and warranties of VRLP are set forth in SECTION 4(g).

              (e) Rights of Way. SCHEDULE 4(e)(ii) contains a list of all
rights-of-way constituting part of or affecting the Tank Assets (the "Rights of
Way"). The Rights of Way (together with the Required Permits and the Transaction
Agreements) constitute all of the agreements, rights of way, licenses, permits,
and other documents and instruments necessary for the operation of the Tank
Assets consistent with applicable Laws and prior operation. The VRLP Parties
have performed and are in compliance with all obligations required to be
performed by them to date under the Rights of Way, and are not in default under
any obligation of any such Right of Way, except when such default would not have
a Material Adverse Effect. VRLP has not received any notice of cancellation or
termination of any Right of Way. VRLP has not assigned its interest under any
Right of Way to any third party.

              (f) Litigation.

                  (i) VRLP is not, with respect to the Tank Assets, (i) subject
         to any outstanding injunction, judgment, order, decree, ruling, or
         charge or (ii) the subject of any action, suit, proceeding, hearing, or
         investigation of, in, or before any court or quasi-judicial or
         administrative agency of any federal, state, local, or foreign
         jurisdiction, or is the subject of any pending or, to VRLP's Knowledge,
         threatened claim, demand, or notice of violation or liability from any
         Person, except where any of the foregoing would not have a Material
         Adverse Effect.

                  (ii) No VRLP Party has Knowledge of any Basis for any present
         or future injunction, judgment, order, decree, ruling, or charge or
         action, suit, proceeding, hearing, or investigation of, in, or before
         any court or quasi-judicial or administrative agency of any federal,
         state, local, or foreign jurisdiction, against any of them giving rise
         to any Obligation to which any of the Tank Assets and/or the Land would
         be subject.

              (f) Environmental Matters.  Except as set forth in SCHEDULE 4(g):



                                       14
<PAGE>

                  (i) VRLP, with respect to the Tank Assets and the Land, has
         been in compliance with all applicable local, state, and federal laws,
         rules, regulations, and orders regulating or otherwise pertaining to
         (a) the use, generation, migration, storage, removal, treatment,
         remedy, discharge, release, transportation, disposal, or cleanup of
         pollutants, contamination, hazardous wastes, hazardous substances,
         hazardous materials, toxic substances or toxic pollutants, (b) surface
         waters, ground waters, ambient air and any other environmental medium
         on or off any lease or (c) the environment or health and safety-related
         matters; including the following as from time to time amended and all
         others whether similar or dissimilar: the Comprehensive Environmental
         Response, Compensation, and Liability Act of 1980 (as amended by the
         Superfund Amendments and Reauthorization Act of 1986 "CERCLA"), the
         Resource Conservation and Recovery Act of 1976, as amended by the Used
         Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of
         1980, and the Hazardous and Solid Waste Amendments of 1984, the
         Hazardous Materials Transportation Act, as amended, the Toxic Substance
         Control Act, as amended, the Clean Air Act, as amended, the Clean Water
         Act, as amended, and all regulations promulgated pursuant thereto, and
         common law principles, including nuisance, trespass and negligence as
         applicable to environmental matters described above (collectively, the
         "Environmental Laws," and, individually, an "Environmental Law"),
         except for such instances of noncompliance that individually or in the
         aggregate do not have a Material Adverse Effect.

                  (ii) VRLP has obtained all permits, licenses, franchises,
         authorities, consents, registrations, orders, certificates, waivers,
         exceptions, variances and approvals, and have made all filings, paid
         all fees, and maintained all material information, documentation, and
         records, as necessary under applicable Environmental Laws for operating
         the Tank Assets and/or the Land as they are presently operated, and all
         such permits, licenses, franchises, authorities, consents, approvals,
         and filings remain in full force and effect, except for such matters
         that individually or in the aggregate do not have a Material Adverse
         Effect. SCHEDULE 4(g)(ii) sets forth a complete list of all permits,
         licenses, franchises, authorities, consents, and approvals, as
         necessary under applicable Environmental Laws for operating the Tank
         Assets and/or the Land as they are presently operated (the "Required
         Permits"), each of which is held in the name of the appropriate VRLP
         Party as indicated on such schedule.

                  (iii) Except as would not have a Material Adverse Effect, (x)
         there are no pending or, to the knowledge of any VRLP Party, threatened
         claims, demands, actions, administrative proceedings or lawsuits
         against VRLP with respect to the Tank Assets and/or the Land and VRLP
         has not received notice of any of the foregoing and (y) none of the
         Tank Assets, and none of the Land is, subject to any outstanding
         injunction, judgment, order, decree or ruling under any Environmental
         Laws.

                  (iv) VRLP has not received any written notice that VRLP, with
         respect to the Tank Assets and/or the Land, is or may be a potentially
         responsible party under CERCLA or any analogous state law in connection
         with any site actually or allegedly containing or used for the
         treatment, storage or disposal of Hazardous Substances.



                                       15
<PAGE>

                  (v) All Hazardous Substances or solid wastes generated,
         transported, handled, stored, treated or disposed by, in connection
         with or as a result of the operation or possession of VRLP or the
         conduct of VRLP, have been transported only by carriers maintaining
         valid authorizations under applicable Environmental Laws and treated,
         stored, disposed of or otherwise handled only at facilities maintaining
         valid authorizations under applicable Environmental Laws and such
         carriers and facilities have been and are operating in compliance with
         such authorizations and are not the subject of any existing, pending or
         threatened action, investigation or inquiry by any Governmental
         Authority or other Person in connection with any of the Environmental
         Laws, except for such matters that individually or in the aggregate do
         not have a Material Adverse Effect.

VRLP makes no representation or warranty regarding any compliance or failure to
comply with, or any actual or contingent liability under, any Environmental Law,
except as expressly set forth in this SECTION 4(g). For purposes of this SECTION
4(g), each reference to VRLP or VRLP Parties shall be deemed to include VRLP
Parties and their Affiliates.

             (g) Preferential Purchase Rights. Except for the Right of First
Offer and the Right of First Refusal set forth in SECTION 2(d), there are no
preferential purchase rights, rights of refusal to purchase, purchase options or
other rights held by any Person not a party to this Agreement to purchase or
acquire any or all of the Tank Assets, in whole or in part, or any or all of the
Land, in whole or in part, that would be triggered or otherwise affected as a
result of the transactions contemplated by this Agreement ("Preferential
Rights").

             (h) Prohibited Events. None of the matters described in SECTION
5(c) have occurred since December 31, 2002.

             (i) Regulatory Matters. No VRLP Party is (i) a "holding company," a
"subsidiary company" of a "holding company," an "affiliate" of a "holding
company," or a "public utility," as each such term is defined in the Public
Utility Holding Company Act of 1935, as amended, or (ii) an "investment company"
or a company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder. None of the Tank Assets are subject to regulation by the
Federal Energy Regulatory Commission or rate regulation or comprehensive
nondiscriminatory access regulation under any federal laws or the laws of any
state or other local jurisdiction.

             (k) Intercompany Transactions. There are no outstanding
receivables, payables and other intercompany agreements between VRLP and any of
its Affiliates that relate to the Tank Assets.

             (l) Material Information. VRLP has provided to the MLP Parties all
material information concerning the operations and finances of the Tank Assets
as has been requested by any of the MLP Parties to date and such information is
complete and correct in all material respects and does not omit to state a
material fact necessary to make the statements and information contained therein
not misleading in light of the circumstances in which they are made. To VRLP's
knowledge, there is not any fact that has not been disclosed to the MLP Parties
pertaining particularly to any of the Tank Assets (as opposed to public
information




                                       16
<PAGE>

concerning general industry or economic conditions or governmental policies)
which materially and adversely affect any of the Tank Assets or the use,
ownership, financing, operation, maintenance or repair of any of the Tank Assets
at any time after the Closing.

             (j) Disclaimer of Representations and Warranties Concerning
Personal Property, Equipment and Fixtures. Each of the MLP Parties acknowledges
that (i) it has had and pursuant to this Agreement shall have before Closing
access to the Tank Assets and the Land and the officers and employees of VRLP
and (ii) in making the decision to enter into this Agreement and consummate the
transactions contemplated hereby, each of the MLP Parties has relied solely on
the basis of its own independent investigation and upon the express
representations, warranties, covenants, and agreements set forth in this
Agreement and the other Transaction Agreements. Accordingly, each of the MLP
Parties acknowledges that, except as expressly set forth in this Agreement, VRLP
has not made, and VRLP MAKES NO AND DISCLAIMS ANY, REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR
OTHERWISE, REGARDING (i) THE QUALITY, CONDITION, OR OPERABILITY OF ANY PERSONAL
PROPERTY, EQUIPMENT, OR FIXTURES, (ii) THEIR MERCHANTABILITY, (iii) THEIR
FITNESS FOR ANY PARTICULAR PURPOSE, OR (iv) THEIR CONFORMITY TO MODELS, SAMPLES
OF MATERIALS OR MANUFACTURER DESIGN, AND ALL PERSONAL PROPERTY AND EQUIPMENT IS
DELIVERED "AS IS, WHERE IS" IN THE CONDITION IN WHICH THE SAME EXISTS.

         16. Pre-Closing Covenants. The Parties agree as follows with respect to
the period between the date of this Agreement and the Closing:

             (a) General. Each of the MLP Parties shall use its Best Efforts to
take all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by this Agreement,
including causing the occurrence of VRLP's conditions to Closing in SECTION
7(b). VRLP shall use its Best Efforts to take all action and to do all things
necessary, proper, or advisable in order to consummate and make effective the
transactions contemplated by this Agreement, including causing the occurrence of
the MLP Parties' conditions to Closing in SECTION 7(a).

             (b) Notices and Consents. Each of the Parties shall give any
notices to, make any filings with, and use its Best Efforts to obtain any
authorizations, consents, and approvals of Governmental Authorities and third
parties it is required to obtain in connection with the transaction contemplated
by this Agreement (the "Transaction"), so as to permit the Closing to occur not
later than 9:00 a.m. (San Antonio time) on March 31, 2003.

             (c) Operation of Tank Assets. VRLP shall not, without the written
consent of the OLP (which consent shall not be unreasonably withheld or
delayed), except as expressly contemplated by this Agreement or as contemplated
by SCHEDULE 5(c), engage in any practice, take any action, omit to take any
action or enter into any transaction outside the Ordinary Course that could
reasonably be expected to have a Material Adverse Effect. Without limiting the
generality of the foregoing, without the written consent of the MLP (which
consent shall not be




                                       17
<PAGE>

unreasonably withheld or delayed), except as expressly contemplated by this
Agreement or SCHEDULE 5(c), prior to the Closing VRLP shall not do any of the
following:

                  (i) sell, lease or otherwise dispose of any Tank Assets and/or
         any portion of the Land or cause or allow any part of the Tank Assets
         and/or the Land to become subject to an Encumbrance, except for
         Permitted Encumbrances;

                  (ii) initiate or settle any litigation, complaint, rate filing
         or administration proceeding relating to the Tank Assets and/or the
         Land.

             (d) Full Access. VRLP shall permit, and shall cause its Affiliates
to permit, representatives of the MLP Parties to have full access at all
reasonable times, and in a manner so as not to unreasonably interfere with the
normal business operations of VRLP and its Affiliates, to all premises,
properties, personnel, books, records (including Tax records), contracts, and
documents pertaining to any of the Tank Assets and/or the Land.

                  (e) Required Permits. Each of the VRLP Parties and the MLP
         Parties shall use its Best Efforts to take all action and to do all
         things necessary, proper, or advisable in order to transfer the
         Required Permits to the OLP or otherwise to assist the OLP in obtaining
         such Required Permits in its own right.

         17. Post-Closing Covenants.  The Parties agree as follows:

                  (a) General. In case at any time after the Closing any further
action is necessary to carry out the purposes of this Agreement, each of the
Parties shall take such further action (including the execution and delivery of
such further instruments and documents) as the other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under SECTION 8).

                  (b) Litigation Support. In the event and for so long as any
Party actively is contesting or defending against any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand in connection with
(i) any transaction contemplated under this Agreement or (ii) any fact,
situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or before
the Closing Date involving the Tank Assets, the other Party shall cooperate with
the contesting or defending Party and its counsel in the defense or contest,
make available its personnel, and provide such testimony and access to its books
and records (other than books and records which are subject to privilege or to
confidentiality restrictions) as shall be necessary in connection with the
defense or contest, all at the sole cost and expense of the contesting or
defending Party (unless the contesting or defending Party is entitled to
indemnification therefor under SECTION 8).

                  (c) Delivery and Retention of Records. On the Closing Date,
VRLP shall deliver or cause to be delivered to the MLP Parties, copies of Tax
Records and all other files, books, records, information and data relating to
the Tank Assets (other than Tax Records) that are in the possession or control
of VRLP (the "Records"). The MLP Parties agree to (i) hold the Records and not
to destroy or dispose of any thereof for a period of seven years from the
Closing Date or such longer time as may be required by Law, provided that, if it
desires to destroy or dispose of such Records during such period, it shall first
offer in writing at least 60 days before such




                                       18
<PAGE>

destruction or disposition to surrender them to VRLP and if VRLP does not accept
such offer within 20 days after receipt of such offer, such MLP Party may take
such action and (ii) afford VRLP, its accountants, and counsel, during normal
business hours, upon reasonable request, at any time, full access to the Records
to the extent that such access may be requested for any legitimate purpose at no
cost to VRLP (other than for reasonable out-of-pocket expenses); provided that
such access shall not be construed to require the disclosure of Records that
would cause the waiver of any attorney-client, work product, or like privilege;
provided, further that in the event of any litigation nothing herein shall limit
any Party's rights of discovery under applicable Law.

                  (d) Required Permits. Each of the VRLP Parties and the MLP
Parties shall use its Best Efforts to take all action and to do all things
necessary, proper, or advisable in order to transfer the Required Permits to the
OLP or otherwise to assist the OLP in obtaining such Required Permits in its own
right.

          18. Conditions to Obligation to Close.

                  (a) Conditions to Obligation of the MLP Parties. The
obligation of each of the MLP Parties to consummate the transactions to be
performed by such MLP Party in connection with the Closing is subject to
satisfaction of the following conditions:

                  (i) the representations and warranties of VRLP contained in
         SECTIONS 3(a) and 4 must be true and correct in all material respects
         (without, for purposes of determining whether or not this condition is
         satisfied as of the Closing, giving effect to any supplement to the
         Schedules, any qualification as to materiality, Material Adverse
         Effect, Knowledge, awareness or concepts of similar import, or any
         qualification or limitation as to monetary amount or value, except with
         respect to (A) the representations and warranties in SECTION 4(b)(ii)
         and (B) the representations and warranties in SECTION 4(C)(iii), for
         which in each such case qualifications as to Knowledge shall be given
         effect) as of the date of this Agreement and at Closing (except for
         those which refer to a specific date, which must be true and correct as
         of such date);

                  (ii) VRLP must have performed and complied in all material
         respects with its covenants hereunder through the Closing (without, for
         purposes of determining whether or not this condition is satisfied as
         of the Closing, giving effect to any supplement to the Schedules, any
         qualification as to materiality, Material Adverse Effect, Knowledge,
         awareness or concepts of similar import, or any qualification or
         limitation as to monetary amount or value);

                  (iii) there must not be any injunction, judgment, order,
         decree, ruling, or charge in effect preventing consummation of any of
         the transactions contemplated by this Agreement or any suit or action
         pending by a Governmental Authority to enjoin the consummation of any
         of the transactions contemplated by this Agreement;

                  (iv) the MLP Parties must have obtained all material
         Governmental Authority and third party consents, including (A) any
         material consents specified in SECTION 3(b)(II) and including the
         consents required by the corresponding Schedule, (B)





                                       19
<PAGE>

         the 30-day waiting period under the HSR Act shall have expired or been
         terminated prior to the expiration thereof and all other approvals
         required under the HSR Act shall have been issued; and (C) VRLP shall
         have delivered evidence reasonably satisfactory to the MLP Parties that
         the Port (as defined on SCHEDULE 1(b)) shall have consented to the
         sublease of the Port Leased Property (as defined on SCHEDULE 1(b)) to
         OLP pursuant to the Lease Agreement set forth as EXHIBIT D-2 attached
         hereto and the Port has entered into amendments to such Port Leases (as
         defined on SCHEDULE 1(b)) or otherwise provided for renewal options for
         the terms of such Port Leases such that the terms thereof, after
         exercise of all necessary renewal options, extend beyond the Term of
         the Lease Agreement set forth as EXHIBIT D-2 attached hereto;

                  (v) VRLP must have delivered to the MLP Parties a certificate
         to the effect that each of the conditions specified in SECTIONS 7(a)(i)
         - (iv) is satisfied in all respects;

                  (vi) the MLP and a group of underwriters must have executed
         and delivered an Underwriting Agreement (the "Underwriting Agreement")
         with respect to a public offering of common units representing limited
         partner interests in the MLP with an aggregate offering amount of up to
         $200 million (not including the underwriters' over-allotment option)
         and the closing of the transactions contemplated therein must have
         occurred;

                  (vii) one or more of the MLP Parties and a group of note
         purchasers must have executed and delivered a Note Purchase Agreement
         with respect to the Private Placement with an aggregate principal
         amount of up to $250 million (the "Note Purchase Agreement") and the
         closing of the transactions contemplated thereby must have occurred;

                  (viii) one or more of the MLP Parties shall have entered into
         arrangements under the OLP's revolving credit facility to borrow such
         additional amount as is necessary for the MLP and OLP to fund the
         aggregate amount of the Cash Amount, the cash amount required under the
         Contribution Agreements entered into as the date hereof by the MLP
         Parties with Valero Refining Company-California for the contribution of
         specified feedstock storage tanks as identified therein and with Valero
         Pipeline Company for the contribution of the pipeline and terminal
         assets as identified therein, the Redemption as well as the aggregate
         transaction (expected to be approximately $2 million), and the closing
         of the borrowing transaction must have occurred;

                  (ix) the MLP Parties must have duly and validly authorized the
         terms of the Underwriting Agreement, the Note Purchase Agreement and
         the borrowing by the OLP as contemplated in clauses (vi), (vii) and
         (viii) above;

                  (x) the proceeds of the equity and debt financing for the
         transactions contemplated hereby as outlined in clauses (vi), (vii) and
         (viii) above must have been received by the MLP Parties on terms
         substantially the same as authorized by the MLP Parties; and




                                       20
<PAGE>

                  (xi) the MLP's public offering of its common units and the
         Redemption, on an aggregate basis, must have caused the aggregate
         ownership interest of Valero Energy in the MLP to be 49.5% or less.

The MLP Parties may waive any condition specified in this SECTION 7(a) if Valero
GP, on behalf of all of the MLP Parties, executes a writing so stating at or
before the Closing.

              (b) Conditions to Obligation of VRLP. The obligation of VRLP to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:

                  (i) the representations and warranties of the MLP Parties
         contained in SECTION 3(b) must be true and correct in all material
         respects (without, for purposes of determining whether or not this
         condition is satisfied as of the Closing, giving effect to any
         supplement to the Schedules, any qualification as to materiality,
         Material Adverse Effect, Knowledge, awareness or concepts of similar
         import, or any qualification or limitation as to monetary amount or
         value) as of the date of this Agreement and at Closing (except for
         those which refer to a specific date, which must be true and correct as
         of such date);

                  (ii) each of the MLP Parties must have performed and complied
         in all material respects with each of its covenants hereunder through
         the Closing (without, for purposes of determining whether or not this
         condition is satisfied as of the Closing, giving effect to any
         supplement to the Schedules, any qualification as to materiality,
         Material Adverse Effect, Knowledge, awareness or concepts of similar
         import, or any qualification or limitation as to monetary amount or
         value);

                  (iii) there must not be any injunction, judgment, order,
         decree, ruling, or charge in effect preventing consummation of any of
         the transactions contemplated by this Agreement or any suit or action
         pending by a Governmental Authority to enjoin the consummation of any
         of the transactions contemplated by this Agreement;

                  (iv) VRLP must have obtained all material Governmental
         Authority and third party consents, including material consents
         specified in SECTIONS 3(a)(ii) and 4(a) and including the consents
         required by the corresponding Schedules and the 30-day waiting period
         under the HSR Act shall have expired or been terminated prior to the
         expiration thereof and all other approvals required under the HSR Act
         shall have been issued; and

                  (v) Valero GP, on behalf of the MLP Parties, must have
         delivered to VRLP a certificate to the effect that each of the
         conditions specified in SECTIONS 7(b)(i) - (iv) is satisfied in all
         respects.

VRLP may waive any condition specified in this SECTION 7(b) if it executes a
writing so stating at or before the Closing.



                                       21
<PAGE>

         19. Remedies for Breaches of this Agreement.

                (a) Survival . (i) All of the representations and warranties of
VRLP contained in SECTIONS 3(a) and 4 (other than SECTIONS 3(a)(i), 3(a)(ii),
4(b)(i), and 4(f)(ii)) shall survive the Closing hereunder for a period of three
years after the Closing Date; (ii) the representations and warranties of VRLP
contained in SECTIONS 3(a)(i), 3(a)(ii), and 4(b)(i) shall survive the Closing
forever, and (iii) the representations and warranties of VRLP contained in
SECTION 4(f)(ii) shall survive the Closing for a period of one year after the
Closing Date. The representations and warranties of the MLP Parties contained in
SECTION 3(b) (other than in SECTIONS 3(b)(i) and 3(b)(ii)) shall survive the
Closing for a period of three years after the Closing Date. The representations
and warranties of the MLP Parties contained in SECTIONS 3(b)(i) and 3(b)(ii)
shall survive the Closing forever. The covenants and obligations contained in
SECTIONS 2 and 6 and all other covenants and obligations contained in this
Agreement (including, but not limited to, those contained in SECTIONS 8(b)(iii),
8(b)(iv) and 8(b)(v)) shall survive the Closing forever, unless a shorter period
is expressly identified in this Agreement with respect thereto.

                (b) Indemnification Provisions for Benefit of the MLP Parties.

                         (i) VRLP agrees to release and indemnify the MLP Party
            Indemnitees from and against any Adverse Consequences suffered by
            the MLP Party Indemnitees arising out of, in connection with or
            relating to any breach of the representations and warranties made by
            VRLP in this Agreement to the extent that (x) such representations
            and warranties survive the Closing pursuant to SECTION 8(a) and (y)
            any MLP Party makes a written claim for indemnification against VRLP
            pursuant to SECTION 11(g) within such period of survival. However,
            VRLP shall not have any obligation to release and indemnify the MLP
            Party Indemnitees from and against any such Adverse Consequences (A)
            until the MLP Party Indemnitees, in the aggregate, have suffered
            Adverse Consequences by reason of all such breaches in excess of an
            aggregate amount equal to 1% of the Cash Amount (the "1% Threshold")
            (after which point VRLP shall be obligated to release and indemnify
            the MLP Party Indemnitees from and against all Adverse Consequences
            by reason of all such breaches, including those Adverse Consequences
            included in the calculation of whether or not the 1% Threshold had
            been met), (B) to the extent the Adverse Consequences the MLP Party
            Indemnitees, in the aggregate, exceeds an aggregate ceiling amount
            equal to 50% of the Cash Amount (after which point VRLP shall have
            no obligation to release and indemnify the MLP Party Indemnitees
            from and against further such Adverse Consequences); provided,
            however, that the threshold amount with respect to breaches of
            SECTION 4(b)(ii) shall be $250,000 and not the 1% Threshold. For
            purposes of calculating any Adverse Consequences in connection with
            this SECTION 8(b)(i), any supplement to the Schedules, any
            qualification as to materiality, Material Adverse Effect, Knowledge,
            or any qualification or limitation as to monetary amount or value
            set forth in SECTIONS 3(a) OR 4 shall be disregarded.

                         (ii) In the event: (x) VRLP breaches any of its
            covenants or obligations in SECTIONS 2 or 6 or any other covenants
            or obligations in this Agreement (other than SECTIONS 3, 4 AND
            8(b)(i)) (in each case above without giving effect to any supplement
            to the Schedules, any qualification as to materiality, Material
            Adverse Effect, Knowledge, awareness or concepts of similar import,
            or any qualification or limitation as to monetary




                                       22
<PAGE>

            amount or value); (y) there is an applicable survival period
            pursuant to SECTION 8(a); and (z) any MLP Party makes a written
            claim for indemnification against VRLP pursuant to SECTION 11(g)
            within such survival period, then VRLP agrees to release and
            indemnify the MLP Party Indemnitees from and against any Adverse
            Consequences suffered by the MLP Party Indemnitees.

                         (iii) VRLP shall release, defend, indemnify and hold
            harmless the MLP Party Indemnitees against any Adverse Consequences
            resulting by reason of joint and several liability with VRLP arising
            by reason of having been required to be aggregated with VRLP under
            section 414(o) of the Code, or having been under "common control"
            with VRLP, within the meaning of Section 4001(a)(14) of ERISA.

                         (iv) VRLP shall release, defend and indemnify the MLP
            Party Indemnitees from and against any Adverse Consequences suffered
            by the MLP Party Indemnitees with respect to any environmental
            condition, claim or loss with respect to (a) any of the Tank Assets
            arising as a result of events occurring or conditions existing on or
            prior to the Closing Date, including the matters disclosed in
            SCHEDULE 4(g) and (b) any real or personal property on which the
            Tank Assets are or, prior to the Effective Date, have been located,
            arising prior to or as of the date of this Agreement.

                         (v) VRLP shall release, defend, indemnify and hold
            harmless the MLP Party Indemnitees against any Adverse Consequences
            suffered by the MLP Party Indemnitees with respect to, any
            outstanding injunction, judgment, order, decree, ruling, or charge,
            or any pending or threatened action, suit, proceeding, hearing, or
            investigation of, in, or before any court or quasi-judicial or
            administrative agency of any federal, state, local, or foreign
            jurisdiction, or any other Adverse Consequences suffered by the MLP
            Party Indemnitees as a result of third-party claims relating to the
            Tank Assets on or before the Closing Date.

                         (vi) Notwithstanding anything to the contrary contained
            in SECTIONS 8(b)(i) and (ii), VRLP shall not have any obligation to
            indemnify any MLP Party Indemnitee to the extent that the payment
            thereof would cause VRLP's aggregate indemnity payments under
            SECTION 8(b) (but excluding SECTIONS 8(b)(iii), 8(b)(iv) and
            8(b)(v)) to exceed 100% of the Cash Amount.

                         (vii) To the extent any MLP Party Indemnitee becomes
            liable to, and is ordered to and does pay to any third party,
            punitive, exemplary, special or consequential damages caused by a
            breach by VRLP of any representation, warranty or covenant contained
            in this Agreement, then such punitive, exemplary, special or
            consequential damages shall be deemed actual damages to such MLP
            Party Indemnitee and included within the definition of Adverse
            Consequences for purposes of this SECTION 8.

                         (viii) Except for the rights of indemnification
            provided in this SECTION 8 and SECTION 9, each of the MLP Parties
            hereby waives any claim or cause of action pursuant to common or
            statutory law or otherwise against VRLP arising from any breach by
            VRLP of any of its representations, warranties or covenants under
            this Agreement or the transactions contemplated hereby.



                                       23
<PAGE>

                (c) Indemnification Provisions for Benefit of VRLP.

                         (i) In the event: (x) any of the MLP Parties breaches
            any of its representations, warranties or covenants contained
            herein; (y) there is an applicable survival period pursuant to
            SECTION 8(a); and (z) VRLP makes a written claim for indemnification
            against such MLP Party pursuant to SECTION 11(g) within such
            survival period, then each of the MLP Parties agrees to release and
            indemnify the VRLP Indemnitees from and against the entirety of any
            Adverse Consequences suffered by such VRLP Indemnitees.

                         (ii) To the extent any VRLP Indemnitee becomes liable
            to, and is ordered to and does pay to any third party, punitive,
            exemplary, special or consequential damages caused by a breach by
            any of the MLP Parties of any representation, warranty or covenant
            contained in this Agreement, then such punitive, exemplary, special
            or consequential damages shall be deemed actual damages to such VRLP
            Indemnitee and included within the definition of Adverse
            Consequences for purposes of this SECTION 8.

                         (iii) Except for the rights of indemnification provided
            in this SECTION 8, VRLP hereby waives any claim or cause of action
            pursuant to common or statutory law or otherwise against the MLP
            Parties arising from any breach by any of the MLP Parties of any of
            its representations, warranties or covenants under this Agreement or
            the transactions contemplated hereby.

                (d) Matters Involving Third Parties.

                         (i) If any third party shall notify any Party (the
            "Indemnified Party") with respect to any matter (a "Third Party
            Claim") that may give rise to a claim for indemnification against
            any other Party (the "Indemnifying Party") under this SECTION 8,
            then the Indemnified Party shall promptly (and in any event within
            fifteen business days after receiving notice of the Third Party
            Claim) notify the Indemnifying Party thereof in writing.

                         (ii) The Indemnifying Party shall have the right to
            assume and thereafter conduct the defense of the Third Party Claim
            with counsel of its choice reasonably satisfactory to the
            Indemnified Party; provided, however, that the Indemnifying Party
            shall not consent to the entry of any judgment or enter into any
            settlement with respect to the Third Party Claim without the prior
            written consent of the Indemnified Party (not to be withheld or
            delayed unreasonably) unless the judgment or proposed settlement
            involves only the payment of money damages and does not impose an
            injunction or other equitable relief upon the Indemnified Party.

                         (iii) Unless and until the Indemnifying Party assumes
            the defense of the Third Party Claim as provided in SECTION
            8(d)(ii), the Indemnified Party may defend against the Third Party
            Claim in any manner it reasonably may deem appropriate.

                         (iv) The Indemnified Party may not consent to the entry
            of any judgment or enter into any settlement with respect to the
            Third Party Claim without the prior written consent of the
            Indemnifying Party which consent shall not be withheld





                                       24
<PAGE>

            unreasonably; provided that no such consent will be required if the
            Indemnifying Party has denied in writing its obligations to
            indemnify the Indemnified Party hereunder or if the Indemnifying
            Party has not responded to the Indemnified Party's written request
            for consent within 10 business days of the Indemnifying Party's
            receipt thereof.

                (e) Determination of Amount of Adverse Consequences. The Adverse
Consequences giving rise to any indemnification obligation hereunder shall be
limited to the actual loss suffered by the Indemnified Party (i.e. reduced by
any insurance proceeds or other payment or recoupment received, realized or
retained by the Indemnified Party as a result of the events giving rise to the
claim for indemnification net of any expenses related to the receipt of such
proceeds, payment or recoupment, including retrospective premium adjustments, if
any), as such actual loss is reduced by any reduction in Taxes of the
Indemnified Party (or the affiliated group of which it is a member) occasioned
by such loss or damage. The amount of the actual loss and the amount of the
indemnity payment shall be computed by taking into account the timing of the
loss or payment, as applicable, using a Prime Rate plus 2% interest or discount
rate, as appropriate. Upon the request of the Indemnifying Party, the
Indemnified Party shall provide the Indemnifying Party with information
sufficient to allow the Indemnifying Party to calculate the amount of the
indemnity payment in accordance with this SECTION 8(e). An Indemnified Party
shall take all reasonable steps to mitigate damages in respect of any claim for
which it is seeking indemnification and shall use reasonable efforts to avoid
any costs or expenses associated with such claim and, if such costs and expenses
cannot be avoided, to minimize the amount thereof.

                (f) Tax Treatment of Indemnity Payments. All indemnification
payments made under this Agreement, including any payment made under SECTION 9,
shall be treated as increases or decreases to the Cash Amount for Tax purposes.

                20. Tax Matters.

                (a) Tax Returns. VRLP shall prepare or cause to be prepared and
file or cause to be filed when due all Pre-Closing Tax Returns with respect to
the Tank Assets. VRLP shall timely pay or cause to be timely paid any Taxes due
with respect to such Pre-Closing Tax Returns. The MLP Parties shall prepare or
cause to be prepared and file or cause to be filed when due any Post-Closing Tax
Returns with respect to the Tank Assets. The MLP Parties shall timely pay (or
cause to be timely paid) any Taxes due with respect to such Post-Closing Tax
Returns.

                (b) Straddle Periods. The MLP Parties shall be responsible for
Taxes with respect to the Tank Assets related to the portion of any Straddle
Period occurring after the Closing Date. VRLP shall be responsible for such
Taxes relating to the portion of any Straddle Period occurring before and on the
Closing Date. If applicable Law shall not permit the Closing Date to be the last
day of a period, then (i) real or personal property Taxes with respect to the
Tank Assets shall be allocated based on the number of days in the partial period
before and after the Closing Date and (ii) all other Taxes shall be allocated on
the basis of the actual activities or attributes of the Tank Assets for each
partial period as determined from the books and records of VRLP and its
Affiliates.



                                       25
<PAGE>

                (c) Straddle Returns. The MLP Parties shall prepare any Straddle
Returns and deliver same to VRLP for review and comment at least 45 days prior
to the due date (including any extension) for filing each such Straddle Return,
together with a statement setting forth the allocation of taxable income and
Taxes under SECTION 9(b) and the amount of Tax that VRLP owes. VRLP and the MLP
Parties agree to consult with each other to attempt to resolve in good faith any
issue arising as a result of VRLP's review of such Straddle Return and mutually
to consent to the filing thereof as promptly as possible. Not later than five
days before the due date for the payment of Taxes with respect to any such
Straddle Return, VRLP shall pay or cause to be paid to the MLP Parties either
(i) if the MLP Parties and VRLP are in agreement as to the amount of Taxes owed
by VRLP, that amount, or (ii) if the MLP Parties and VRLP cannot agree on the
amount of Taxes owed by VRLP, the maximum amount of Taxes reasonably determined
by VRLP to be owed by it, in which case (A) VRLP and the MLP Parties shall refer
the dispute to an independent "Big-Four" accounting firm agreed to by the MLP
Parties and VRLP to arbitrate the dispute within ten days following the payment
of the undisputed amount, (B) the determination of such accounting firm as to
the amount of Taxes owing by VRLP with respect to a Straddle Return shall be
binding on both VRLP and the MLP Parties, (C) VRLP and the MLP Parties shall
equally share the fees and expenses of the accounting firm, and (D) within five
days after the determination by such accounting firm, if necessary, the
appropriate Party shall pay the other Party any amount which is determined by
such accounting firm to be owed. VRLP shall be entitled to reduce its obligation
to pay Taxes with respect to a Straddle Return by the amount of any estimated
Taxes paid with respect to such Taxes on or before the Closing Date.

                (d) Tax Indemnification. VRLP agrees to indemnify the MLP Party
Indemnitees from and against any Adverse Consequences with respect to (i) Taxes
with respect to the Tank Assets for any Pre-Closing Tax Period and the portion
of any Straddle Period occurring on or before the Closing Date and (ii) Transfer
Taxes. The MLP Parties agree to indemnify VRLP from and against any Adverse
Consequences with respect to Taxes with respect to the Tank Assets for any
Post-Closing Tax Period and the portion of any Straddle Period occurring after
the Closing Date. Notwithstanding anything to the contrary in this Agreement,
the covenants and obligations of the Parties sets forth in this SECTION 9 shall
be unconditional and absolute and shall remain in effect until thirty days after
the expiration of all statutes of limitation applicable to such covenants and
obligations. The limitation on the indemnity obligations of VRLP pursuant to
SECTION 8(b) shall not apply to the indemnity obligations of VRLP for Adverse
Consequences related to Taxes under this SECTION 9(d).

                (e) Transfer Taxes. VRLP shall file all necessary Tax Returns
and other documentation with respect to all transfer, documentary, sales, use,
stamp, registration and other similar Taxes and fees arising out of or in
connection with the transactions effected pursuant to this Agreement (the
"Transfer Taxes") and shall be liable for and shall timely pay such Transfer
Taxes. If required by applicable Law, the MLP Parties shall, and shall cause
their Affiliates to, join in the execution of any such Tax Returns and other
documentation.

                (f) Tax Refunds. If any of the MLP Parties or any Affiliate of
the MLP Parties receives a refund of any Taxes that VRLP is responsible for
hereunder, or if VRLP or any Affiliate of VRLP receives a refund of any Taxes
that any of the MLP Parties is responsible for hereunder, the party receiving
such refund shall, within 30 days after receipt of such refund, remit it to the
party who has responsibility for such Taxes hereunder. For the purpose of this



                                       26
<PAGE>

SECTION 9(f), the term "refund" shall include a reduction in Tax and the use of
an overpayment as a credit or other tax offset, and receipt of a refund in
respect thereof shall be deemed to occur upon the filing of a return or an
adjustment thereto claiming the benefit of such reduction, overpayment or
offset.

                (g) Closing Tax Certificate. On the Closing Date, VRLP shall
deliver to the MLP Parties a certificate (in the form attached hereto as Exhibit
F) signed under penalties of perjury (i) stating it is not a foreign
corporation, foreign partnership, foreign trust or foreign estate, (ii)
providing its U.S. Employer Identification Number, and (iii) providing its
address, all pursuant to Section 1445 of the Code.

            21. Termination.

                (a) Termination of Agreement. The Parties may terminate this
Agreement, as provided below:

                        (i) the MLP Parties and VRLP may terminate this
            Agreement by mutual written consent at any time before the Closing;

                        (ii) the MLP Parties may terminate this Agreement by
            giving written notice to VRLP at any time before Closing (A) in the
            event VRLP has breached any representation, warranty or covenant
            contained in this Agreement in any material respect, the MLP Parties
            have notified VRLP of the breach, the breach has continued without
            cure for a period of 10 days after the notice of breach and such
            breach would result in a failure to satisfy a condition to the MLP
            Parties' obligation to consummate the transactions contemplated
            hereby; or (B) if the Closing shall not have occurred on or before
            9:00 a.m. (San Antonio time) on April 30, 2003 (unless the failure
            results primarily from the MLP Parties itself breaching any
            representation, warranty or covenant contained in this Agreement);

                        (iii) VRLP may terminate this Agreement by giving
            written notice to the MLP Parties at any time before the Closing (A)
            in the event any of the MLP Parties has breached any representation,
            warranty or covenant contained in this Agreement in any material
            respect, VRLP has notified such MLP Party of the breach, the breach
            has continued without cure for a period of 10 days after the notice
            of breach and such breach would result in a failure to satisfy a
            condition to VRLP's obligation to consummate the transactions
            contemplated hereby; or (B) if the Closing shall not have occurred
            on or before 9:00 a.m. (San Antonio time) April 30, 2003 (unless the
            failure results primarily from VRLP breaching any representation,
            warranty or covenant contained in this Agreement);

                        (iv) the MLP Parties or VRLP may terminate this
            Agreement if any court of competent jurisdiction or any
            governmental, administrative or regulatory authority, agency or body
            shall have issued an order, decree or ruling or shall have taken any
            other action permanently enjoining, restraining or otherwise
            prohibiting the transactions contemplated hereby and such order,
            decree, ruling or other action shall have become final and
            nonappealable; and



                                       27
<PAGE>

                        (v) the MLP Parties or VRLP may terminate this Agreement
            if the Underwriting Agreement is terminated for any reason.

                 (b) Effect of Termination. Except as provided in SECTION 8 and
except for the obligations under SECTION 10 and SECTION 11, if any Party
terminates this Agreement pursuant to SECTION 10(a), all rights and obligations
of the Parties hereunder shall terminate without any liability of any Party to
any other Party (except for any liability of any Party then in breach).

            22. Miscellaneous.

                (a) Public Announcements. Any Party is permitted to issue a
press release or make a public announcement concerning this Agreement without
the other Parties' consents, in which case the disclosing Party shall provide an
advance copy of the proposed public disclosure to the non-disclosing Parties and
permit the non-disclosing Parties the opportunity to reasonably comment on such
proposed disclosure. The Parties agree to cooperate in good faith to issue
separate and simultaneous press releases promptly following the execution of
this Agreement by all Parties.

                (b) Insurance; Casualty; Condemnation. (i) The MLP Parties
acknowledge and agree that, following the Closing, any Subject Insurance
Policies shall be terminated or modified to exclude coverage of all or any
portion of the Tank Assets by VRLP or any of its Affiliates, and, as a result,
the MLP Parties shall be obligated at or before Closing to obtain at their sole
cost and expense replacement insurance, including insurance required by any
third party to be maintained for or by the Tank Assets. Notwithstanding the
foregoing, VRLP acknowledges that initially such insurance described in the
preceding sentence may be maintained under an umbrella policy of Valero Energy
Corporation with OLP as a named insured (and for which OLP shall reimburse
Valero Energy Corporation for its proportionate cost), but the OLP agrees that
it will endeavor in good faith to obtain insurance in its own name if
commercially and economically practicable. Each of the MLP Parties further
acknowledges and agrees that the MLP Parties may need to provide to certain
Governmental Authorities and third parties evidence of such replacement or
substitute insurance coverage for the continued operations of the Tank Assets.
If any claims are made or losses occur prior to the Closing Date that relate
solely to the Tank Assets and such claims, or the claims associated with such
losses, properly may be made against the policies retained by VRLP or its
Affiliates after the Closing, then VRLP shall use its Best Efforts so that the
MLP Parties can file, notice, and otherwise continue to pursue these claims
pursuant to the terms of such policies; provided, however, nothing in this
Agreement shall require VRLP to maintain or to refrain from asserting claims
against or exhausting any retained policies.

                        (ii) (A) VRLP shall give the MLP Parties prompt notice
            of (i) any fire or other casualty affecting the Tank Assets (a
            "Casualty") between the Effective Date and the Closing Date and (ii)
            any actual, pending or proposed Taking of all or any portion of the
            Tank Assets.

                        (B) In the event the Tank Assets (or any material
            portion thereof) suffers a Casualty subsequent to the Effective
            Date, but prior to the Closing Date, VRLP shall elect either (i) to
            repair or make adequate provision for the repair of such Tank Assets
            prior to Closing or (ii) to provide the MLP Parties with a credit
            against the Cash Amount in an amount agreed upon by VRLP and the MLP
            Parties to





                                       28
<PAGE>

            represent the reduction in the value of the Tank Assets by reason of
            the Casualty, taking into account any repairs actually made by VRLP
            to such Tank Assets prior to the Closing Date. If the reduction in
            the value of the Tank Assets by reason of the Casualty exceeds 25%
            of the Cash Amount, the MLP Parties shall have the option to
            terminate this Agreement without any further obligation of any of
            the Parties or their Affiliates pursuant hereto.

                        (C) If after the Effective Date and prior to the Closing
            Date, all or any portion of the Tank Assets is taken by condemnation
            or eminent domain or by agreement in lieu thereof with any person or
            entity authorized to exercise such rights (a "Taking"), and the
            mutually-agreed value of the Tank Assets subject to such Taking,
            when aggregated with all other Takings occurring during such time
            period, equal:

                            i.      less than 25% of the Cash Amount, the
                                    Closing shall take place as provided herein
                                    without abatement of the Cash Amount, and
                                    there shall be assigned to the MLP Parties
                                    at the Closing all interest of VRLP in any
                                    award which may be payable to VRLP on
                                    account of such Taking; or

                            ii.     25% or more of the Cash Amount, the MLP
                                    Parties shall have the option to terminate
                                    this Agreement without any further
                                    obligation of any of the parties or their
                                    affiliates pursuant hereto; provided that if
                                    the MLP Parties elects to proceed with the
                                    Closing, the Closing shall take place as
                                    provided herein without abatement of the
                                    Cash Amount, and there shall be assigned to
                                    the MLP Parties at the Closing all interest
                                    of VRLP in any award which may be payable to
                                    VRLP on account of such Taking.

                        (D) In the event condemnation proceedings for a Taking
            of all or any portion of the Tank Assets are commenced prior to the
            Closing Date, the MLP Parties and VRLP shall have joint control of
            such proceedings and shall cooperate in their efforts in response to
            such proceedings.

            (c) No Third Party Beneficiaries. This Agreement shall not confer
any rights or remedies upon any Person other than the Parties, the VRLP Parties,
the MLP Parties and their respective successors and permitted assigns.

            (d) Succession and Assignment. This Agreement shall be binding upon
and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. Prior to the Closing the MLP Parties may not
assign this Agreement or any of its rights, interests or obligations hereunder
without the prior written approval of VRLP; provided, however, without the prior
written approval of VRLP, the MLP Parties and its permitted successors and
assigns may assign any or all of its rights, interests or obligations under this
Agreement to an Affiliate of any of the MLP Parties, including designating one
or more Affiliates of any of the MLP Parties to be the assignee of some or any
portion of the Tank Assets. Notwithstanding the foregoing, VRLP may assign its
right under SECTION 2(a)(iv) to receive the OLP Limited Partner Interest to a
person described in Treasury Regulation Section 1.1031(k)-1(g)(4) (a "Qualified
Intermediary"). The Qualified Intermediary will be obligated to, and will,
assign such right to receive the OLP Limited Partner Interest to UDS Logistics.
Such assignment shall be deemed to fulfill VRLP's obligations under SECTION
2(a)(v) hereof. If VRLP elects to assign its right to receive the OLP Limited
Partner Interest as provided in the preceding sentence, then the Qualified
Intermediary shall assign its right to receive the OLP Limited Partner Interest
to UDS Logistics and UDS Logistics, in lieu of issuing the UDS Membership
Interest to VRLP, shall


                                       29

<PAGE>

assign its right to received the Cash Amount as set forth in SECTION 2(a)(vi)
hereof to the Qualified Intermediary, in exchange for the assignment by the
Qualified Intermediary of the right to receive the OLP Limited Partner Interest.

            (e) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but which together shall constitute
one and the same instrument.

            (f) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

            (g) Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given two business
days after it is sent by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the intended recipient as set forth below:

            If to VRLP:                   One Valero Place
                                          San Antonio, Texas 78212
                                          Attn: Mike Ciskowski
                                          Telecopy:210-370-2270

            If to the MLP Parties:        Valero Logistics Operations, L.P.
                                          6000 North Loop 1604 West
                                          San Antonio, TX 78249
                                          Attn:      Curt Anastasio
                                          Telecopy:  210-370-2304

Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the addresses set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient. Any Party
may change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Party notice in
the manner herein set forth.

            (h) Governing Law and Venue. THIS AGREEMENT SHALL BE GOVERNED 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 JURISDICTION OTHER THAN THE STATE OF TEXAS. VENUE FOR ANY ACTION
ARISING UNDER THIS AGREEMENT SHALL LIE EXCLUSIVELY IN ANY STATE OR FEDERAL COURT
IN BEXAR COUNTY, TEXAS.


                                       30
<PAGE>

            (i) Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the
MLP Parties and VRLP. No waiver by any Party of any default, misrepresentation,
or breach of warranty or covenant hereunder, whether intentional or not, shall
be deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

            (j) Severability. Any term or provision of this Agreement that is
held to be invalid or unenforceable in any situation in any court of competent
jurisdiction shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.

            (k) Transaction Expenses. Each of the MLP Parties and VRLP shall
bear its own costs and expenses (including legal fees and expenses) incurred in
connection with this Agreement and the transactions contemplated hereby.

            (l) Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or Law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation. All personal pronouns
used in this Agreement, whether used in the masculine, feminine or neuter
gender, shall include all other genders; the singular shall include the plural,
and vice versa. All references herein to Exhibits, Schedules, Articles, Sections
or subdivisions thereof shall refer to the corresponding Exhibits, Schedules,
Article, Section or subdivision thereof of this Agreement unless specific
reference is made to such exhibits, articles, sections or subdivisions of
another document or instrument. The terms "herein," "hereby," "hereunder,"
"hereof," "hereinafter," and other equivalent words refer to this Agreement in
its entirety and not solely to the particular portion of the Agreement in which
such word is used. Each certificate delivered pursuant to this Agreement shall
be deemed a part hereof, and any representation, warranty or covenant herein
referenced or affirmed in such certificate shall be treated as a representation,
warranty or covenant given in the correlated Section hereof on the date of such
certificate. Additionally, any representation, warranty or covenant made in any
such certificate shall be deemed to be made herein.

            (m) Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof.

            (n) Entire Agreement. THIS AGREEMENT (INCLUDING THE TRANSACTION
AGREEMENTS AND OTHER DOCUMENTS REFERRED TO HEREIN) CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES 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. The rights and obligations
created by




                                       31
<PAGE>

this Agreement are separate and independent from any rights and obligations
created by any Assignment. Accordingly, none of the representations, warranties,
covenants or indemnities included in any Assignment shall be merged into this
Agreement or otherwise restrict or limit the effect of this Agreement, but each
shall survive as provided in each such agreement. To the extent that there is a
conflict between the express terms of this Agreement and any Assignment, this
Agreement shall control.

            (o) Further Assurances. The Parties agree to execute such additional
instruments, agreements and documents, and to take such other actions, as may be
reasonably necessary to effect the purposes of this Agreement.



                                     *****


                                       32
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth in the preamble.

                             VALERO REFINING--TEXAS, L.P.

                             By:  Valero Corporate Services Company
                                         its General Partner

                             Name:  /s/ Michael S. Ciskowski
                                  ---------------------------------------------
                             Title:      Senior Vice President
                                   --------------------------------------------

                             UDS LOGISTICS, LLC


                             Name:  /s/ Raymond F. Gaddy
                                  ---------------------------------------------
                             Title:      President
                                   --------------------------------------------

                             VALERO L.P.

                             By: Riverwalk Logistics, L.P.
                                   its General Partner

                             By:  Valero GP, LLC
                                   its General Partner

                             Name:  /s/ Curtis V. Anastasio
                                  --------------------------------------------
                             Title:      Chief Executive Officer and President
                                   -------------------------------------------

                             VALERO GP, INC.


                             Name:  /s/ Curtis V. Anastasio
                                  --------------------------------------------
                             Title:      Chief Executive Officer and President
                                   -------------------------------------------


                             VALERO LOGISTICS OPERATIONS, L.P.
                             By:  Valero GP, Inc.
                                   its General Partner


                             Name:  /s/ Curtis V. Anastasio
                                  --------------------------------------------
                             Title:      Chief Executive Officer and President
                                   -------------------------------------------



                                       33


</TEXT>
</DOCUMENT>
