Exhibit 4.01
AMENDMENT NO. 2
TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VALERO L.P.
This Amendment No. 2, dated as
of July 1, 2005 (this “ Amendment ”), to
the Third Amended and Restated Agreement of Limited Partnership of
Valero L.P. (the “ Partnership Agreement ”), is
entered into by and among Riverwalk Logistics L.P., a Delaware
limited partnership, as the General Partner, and the Limited
Partners as provided herein. Each capitalized term used but
not otherwise defined herein shall have the meaning assigned to
such term in the Partnership Agreement.
W I T N E S S E T
H:
WHEREAS,
Section 13.1(d) of the Partnership Agreement provides
that the General Partner, without the approval of any Partner, may
amend any provision of the Partnership Agreement to reflect a
change that, in the discretion of the General Partner, does not
adversely affect the Limited Partners in any material respect;
and
WHEREAS, the General Partner deems
it in the best interest of the Partnership to amend the Partnership
Agreement as set forth below; and
WHEREAS, the General Partner, as the
sole general partner, on behalf of itself and the Limited Partners,
now desires to, and hereby does, amend the Partnership Agreement to
reflect such amendment;
NOW, THEREFORE, the Partnership
Agreement is hereby amended as follows:
Section 10.4(c) is hereby
amended to add a new paragraph (c) to read in its entirety as
follows:
(c) &
