SECOND AMENDMENT TO $2,500,000,000 5-YEAR REVOLVING CREDIT AGREEMENT dated as of November 9, 2007 among

EXHIBIT 10.25

SECOND AMENDMENT

TO

$2,500,000,000 5-YEAR REVOLVING CREDIT AGREEMENT

dated as of

November 9, 2007

among

VALERO ENERGY CORPORATION,
as Borrower ,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Global Administrative Agent ,

and

The Lenders Party Hereto

SECOND AMENDMENT TO
$2,500,000,000 5-YEAR REVOLVING CREDIT AGREEMENT

      THIS SECOND AMENDMENT TO $2,5000,000,000 5-YEAR REVOLVING CREDIT AGREEMENT (this “ Second Amendment ”) dated as of November 9, 2007, is among VALERO ENERGY CORPORATION , a Delaware corporation (the “ Borrower ”); JPMORGAN CHASE BANK, N.A. , as administrative agent (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”) and global administrative agent (in such capacity, together with its successors in such capacity, the “ Global 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, the Global Administrative Agent and the Lenders are parties to that certain $2,500,000,000 5-Year Revolving Credit Agreement dated as of August 17, 2005 (as amended by that certain First Amendment to $2,500,000,000 5-Year Revolving Credit Agreement dated as of July 24, 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 Administrative Agent 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 Second Amendment refer to Sections of the Credit Agreement.

     Section 2. Amendments to Credit Agreement .

     2.1 Amendments to Section 1.01 .

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

     “ Agreement ” means this $2,500,000,000 5-Year Revolving Credit Agreement, as amended by the First Amendment and the Second Amendment, as the same may from time to time be amended, modified, supplemented or restated.

     (b) The definition of “ Maturity Date ” is hereby amended in its entirety to read as follows:

     “ Maturity Date ” means November 9, 2012, and for any Lender agreeing to extend its Maturity Date pursuant to Section 2.21 (and for the purposes of Section

2.04(d) and Section 2.06(c)), the date on November 9 in each year thereafter pursuant to which the Maturity Date has been extended.

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

     “ Adjusted Consolidated Net Debt ” means, at any date, Consolidated Net Debt less the principal amount of Hybrid Equity Securities in an aggregate amount not to exceed 15% of Total Capitalization.

     “ Consenting Lenders ” has the meaning set forth in Section 2.21(b).

     “ Extension Confirmation Date ” has the meaning set forth in Section 2.21(b).

     “ Extension Effective Date ” has the meaning set forth in Section 2.21(b).

     “ Hybrid Equity Securities ” mean, on any date (the “ determination date ”), any securities issued by the Borrower or any of its Subsidiaries or a financing vehicle of the Borrower 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 under this Agreement. As used in this definition, “mandatory redemption” shall not include conversion of a security into common stock.

     “ Non-Consenting Lenders ” has the meaning set forth in Section 2.21(b).

     “ Second Amendment ” means the Second Amendment to $2,500,000,000 5-Year Revolving Credit Agreement dated as of November 9, 2007 among the Borrower, the Administrative Agent, the Global Administrative Agent and the Lenders party thereto.

     “ Total Capitalization ” means, at the date of any determination thereof, the sum of (a) Consolidated Net Debt plus (b) Consolidated New Worth of the Borrower plus (c) the involuntary liquidation value of any Preferred Equity Interests.

     2.2 Amendment to Section 2.02(a) . Section 2.02(a) is hereby amended by replacing “$500,000,000” in the ninth line thereof with “1,250,000,000”.

     2.3 Amendment to Section 2.06(c) . Section 2.02(c) is hereby amended by adding the following proviso at the end thereof:

“; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total commitments of all Lenders having a later Maturity Date”

     2.4 Amendment to Section 2.06(j) . Section 2.06(j) is hereby amended in its entirety to read as follows:

     “(j) Cash Collateralization. If (i) any Event of Default shall occur and be continuing, then on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph or (ii) the Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure pursuant to Section 2.21, then the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest and fees thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. As collateral security for the payment and performance of the obligations of the Borrower un