FIRST AMENDMENT TO 3-YEAR REVOLVING CREDIT AGREEMENT

EXHIBIT 10.01

FIRST AMENDMENT

TO

3 -YEAR REVOLVING CREDIT AGREEMENT

dated as of

November 30, 2006

among

VALERO GP HOLDINGS, LLC,

as Borrower,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

and

The Lenders Party Hereto

THIS FIRST AMENDMENT TO 3-YEAR REVOLVING CREDIT AGREEMENT (this “ First Amendment ”) dated as of November 30, 2006, is among VALERO GP HOLDINGS, LLC , a Delaware limited liability company (the “ Borrower ”); JPMORGAN CHASE BANK, N.A. , as administrative agent (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”) for the lenders party to the Credit Agreement referred to below (collectively, the “ Lenders ”); and the undersigned Lenders.

R E C I T A L S

A.           The Borrower, the Administrative Agent and the Lenders are parties to that certain 3-Year Revolving Credit Agreement dated as of July 19, 2006 (the “ Credit Agreement ”), pursuant to which the Lenders have made certain extensions of credit available to the Borrower.

B.           The Borrower has requested and the Lenders have agreed to amend certain provisions of the Credit Agreement.

C.           NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.          Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all references to Sections in this First Amendment refer to Sections of the Credit Agreement.

(a)          The definition of “ Agreement ” is hereby amended in its entirety to read as follows:

“ Agreement ” means this 3-Year Revolving Credit Agreement, as amended by the First Amendment, as the same may be amended, modified, supplemented or restated from time to time in accordance herewith.

(b)          The definition of “ Consolidated Debt Coverage Ratio ” is hereby amended in its entirety to read as follows:

“ Consolidated Debt Coverage Ratio ” means, for any day, the ratio of (a) all Indebtedness of the MLP and its subsidiaries (excluding the aggregate Hybrid Equity Credit for all Hybrid Equity Securities), on a consolidated basis, as of the last day of the then most recent Rolling Period over (b) Consolidated EBITDA of the MLP and its subsidiaries for such Rolling Period.

(c)          The following definitions are hereby added where alphabetically appropriate to read as follows:

“ First Amendment ” means the First Amendment to 3-Year Revolving Credit Agreement dated as of November 30, 2006 among the Borrower, the Administrative Agent and the Lenders party thereto.

“ Hybrid Equity Credit ” means, on any date, with respect to any Hybrid Equity Securities, the aggregate principal amount of such Hybrid Equity Securities that is treated as equity by S&P and Moody’s based on the classifications for such Hybrid Equity Securities issued by S&P and Moody’s; provided that if the classifications for such Hybrid Equity Securities issued by S&P and Moody’s are different, then the higher classification (i.e., the classification that provides for the most equity) will apply to determine the amount of “Hybrid Equity Credit” for such Hybrid Equity Securities.

“ Hybrid Equity Securities ” means, on any date (the “ determination date ”), any securities issued by the MLP or any of its subsidiaries or a financing vehicle of the MLP or any of its subsidiaries, other than common stock, that meet the following criteria: (a) (i) the Borrower demonstrates that such securities are classified, at the time they are issued, as possessing a minimum of “intermediate equity content” by S&P and “Basket C equity credit” by Moody’s (or the equivalent classifications then in effect by such agencies) and (ii) on such determination date such securities are classified as possessing a minimum of “intermediate equity content” by S&P or “Basket C equity credit” by Moody’s (or the equivalent classifications then in effect by such agencies) and (b) such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the obligations of the Borrower hereunder. As used in this definition, “mandatory redemption” shall not include conversion of a security into common stock.

“ Material Project EBITDA Adjustments ” means, with respect to each Material Project, (a) for any Rolling Period ending on or prior to the last day of the fiscal quarter during which the Material Project is completed, a percentage (based on the then-current completion percentage of the Material Project) of an amount determined by the Borrower as the projected