Omnibus Agreement among Ultramar Diamond Shamrock Corporation, Shamrock Logistics GP, LLC, Riverwalk Logistics, L.P., and Shamrock Logistics, L.P.

Summary

This agreement is between Ultramar Diamond Shamrock Corporation, Shamrock Logistics GP, LLC, Riverwalk Logistics, L.P., and Shamrock Logistics, L.P. It sets out how certain business opportunities will be offered to Shamrock Logistics, L.P. before being pursued by Ultramar Diamond Shamrock Corporation. It also details Ultramar Diamond Shamrock Corporation’s obligations to indemnify the other parties for certain environmental liabilities. The agreement outlines procedures for offering business opportunities and covers responsibilities related to environmental claims and liabilities.

EX-10.7 9 h79326a3ex10-7.txt FORM OF OMNIBUS AGREEMENT 1 EXHIBIT 10.7 - ------------------------------------------------------------------------------ OMNIBUS AGREEMENT among ULTRAMAR DIAMOND SHAMROCK CORPORATION SHAMROCK LOGISTICS GP, LLC RIVERWALK LOGISTICS, L.P. and SHAMROCK LOGISTICS, L.P. - -------------------------------------------------------------------------------- 2 OMNIBUS AGREEMENT THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date by and among Ultramar Diamond Shamrock Corporation, a Delaware corporation ("UDS"), Shamrock Logistics GP, LLC, a Delaware limited liability company ("Shamrock GP"), Riverwalk Logistics, L.P., a Delaware limited partnership and general partner of the MLP ("Riverwalk") and Shamrock Logistics, L.P., a Delaware limited partnership (the "MLP"). RECITAL: UDS, the MLP, Shamrock GP in its capacity as the general partner of Riverwalk, and Riverwalk in its capacity as the general partner of each of the MLP and Shamrock Logistics Operations L.P., a Delaware limited partnership (the "OLP"), desire by their execution of this Agreement to evidence their understanding, (i) as more fully set forth in Article II of this Agreement, with respect to (a) those business opportunities that UDS will not pursue unless the MLP has declined to engage in such business opportunity for its own account and (b) the procedures whereby such business opportunities are to be offered to the MLP and accepted or declined; and (ii) as more fully set forth in Article III of this Agreement, with respect to the indemnification obligations of UDS in favor of relating to certain environmental liabilities. In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I. DEFINITIONS 1.1 DEFINITIONS. (a) Capitalized terms used herein but not defined herein shall have the meanings given them in the MLP Agreement. (b) As used in this Agreement, the following terms shall have the respective meanings set forth below: "Affiliate" shall have the meaning attributed to such term in the MLP Agreement. "Agreement" means this Omnibus Agreement, as amended, modified, or supplemented from time to time in accordance with the terms hereof. "Authority" shall mean any governmental, regulatory or administrative body, agency, subdivision or authority, any court or judicial authority, any public, private or industry regulatory authority, whether in the United States of America or any foreign country and whether national, Federal, state or local or otherwise, or any Person lawfully empowered by any of the foregoing to enforce or seek compliance with any Regulation. "Change of Control" shall have the meaning attributed to such term in Section 2.4. 1 3 "Claim" means any claim, lawsuit, demand, suit, inquiry made, hearing, investigation, notice of a violation, litigation, proceeding, arbitration, or other dispute, whether civil, criminal, administrative or otherwise. "Closing Date" means the date of the closing of the initial public offering of common units representing limited partner interests in the MLP. "Conflicts Committee" shall have the meaning attributed to such term in the MLP Agreement. "Contaminant" means any substance regulated under any Environmental Law, or any substance defined as or included in the statutory or regulatory definitions of hazardous substances, hazardous wastes, hazardous materials, or "toxic substances" under any Environmental Law. "Contract" means any agreement, contract, commitment, or other binding arrangement or understanding, whether written or oral. "Environmental Law" means any and all laws, statutes, judgments, ordinances, rules, regulations, orders, determinations, interpretations, or guidance of any Governmental Authority pertaining to health or the environment in effect in any and all jurisdictions in which any UDS Entity or Partnership Entity or any of their respective Affiliates is conducting or at any time has conducted business, or where any property of any UDS Entity or Partnership Entity or any of their respective Affiliates, whether leased or owned, is located, or where any hazardous substances generated or disposed of by any UDS Entity or Partnership Entity or any of their respective Affiliates are located. "Environmental Liabilities and Costs" means all Losses from any Claim by any Person whether based on Contract, tort, implied or express warranty, strict liability, criminal or civil statute, including under any Remedial Action, Environmental Law, Environmental Permit, Environmental Lien, Order or agreement with any Authority, arising from environmental, health or safety conditions, or the release of a Contaminant into the environment. "Environmental Lien" means any Lien in favor of any Authority for Environmental Liabilities and Costs. "Environmental Permit" shall mean any Permit, license, approval, consent or other authorization required by or pursuant to any applicable Environmental Law. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Formation Transactions" means (i) the contributions to the OLP of certain crude oil pipeline and storage assets and refined product pipeline and terminalling assets pursuant to that certain Conveyance, Assignment and Bill of Sale Agreements dated effective as of July 1, 2000, by and among the OLP and certain subsidiaries of UDS and 2 4 (ii) the transfers of certain crude oil pipeline and storage assets and refined product pipeline and terminalling assets and certain ownership interests in Skelly-Belvieu Pipeline Company, L.L.C. to the OLP by virtue of the mergers of certain subsidiaries of UDS with and into the OLP effective as of July 1, 2000. "Governmental Authority" shall mean (a) the United States of America, (b) any state, county, municipality, or other governmental subdivision within the United States of America, and (c) any court or any governmental department, commission, board, bureau, agency, or other instrumentality of the United States of America or of any state, county, municipality, water rights, taxing, or zoning authority, or other governmental subdivision within the United States of America. "Indemnified Party" shall have the meaning assigned to such term in Section 3.2(a). "Indemnifying Party" shall have the meaning assigned to such term in Section 3.2(a). "Losses" means all liabilities, losses, costs, damages (including punitive, consequential and treble damages), penalties or expenses (including, without limitation, reasonable attorneys' fees and expenses and costs of investigation and litigation), and also including any expenditures or expenses incurred to cover, remedy or rectify any such Losses. "MLP" means Shamrock Logistics, L.P., a Delaware limited partnership, and any successors thereto. "MLP Agreement" means the Second Amended and Restated Agreement of Limited Partnership of the MLP, dated as of the Closing Date, as such agreement is in effect on the Closing Date, to which reference is hereby made for all purposes of this Agreement. No amendment or modification to the MLP Agreement subsequent to the Closing Date shall be given effect for the purposes of this Agreement unless consented to by each of the parties to this Agreement. "OLP" means Shamrock Logistics Operations, L.P., a Delaware limited partnership, and any successors thereto. "Partnership Entities" means Shamrock GP, Riverwalk, the MLP and the OLP. "Person" means an individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other legal entity of any kind. "Permits" means any licenses, permits, registrations, variances, interim permits, permit applications, certificates, approvals or other authorizations under any Regulation applicable to any UDS Entity or Partnership Entity. 3 5 "Order" means any decree, order, injunction, rule, judgment, consent of or by an Authority. "Regulation" means any law, statute, regulation, ruling, rule, Order or Permit, of, administered or enforced by or on behalf of any Authority, as may be amended from time to time. "Remedial Action" means all actions required to (a) clean up, remove, treat or in any other way address Contaminants in the indoor or outdoor environment; (b) prevent the release or threat of release or minimize the further release of Contaminants so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care. "Restricted Business" has the meaning attributed to such term in Section 2.1. "Riverwalk" means Riverwalk Logistics, L.P., a Delaware limited partnership and general partner of the MLP. "Shamrock GP" means Shamrock GP, LLC, a Delaware limited liability company and general partner of Riverwalk. "UDS" means Ultramar Diamond Shamrock Corporation. "UDS Entities" means UDS and any of its Affiliates, other than the Partnership Entities. "Voting Stock" means securities or membership interests of any class or series of either UDS, Shamrock GP or Riverwalk entitling the holders thereof to vote on a regular basis in the election of members of the board of directors, board of managers or other governing body of such entity. ARTICLE II. BUSINESS OPPORTUNITIES 2.1 RESTRICTED BUSINESSES. Subject to the terms of the MLP Agreement, for as long as (i) Shamrock GP (or any Affiliate of UDS) is the general partner of Riverwalk and (ii) Riverwalk (or any Affiliate of UDS) is the general partner of the MLP or the OLP, each of the UDS Entities are prohibited from engaging in, whether by acquisition or otherwise, the business of transporting crude oil or refined petroleum products (including petrochemicals) or operating crude oil storage or refined petroleum products terminalling assets in the United States (a "Restricted Business"). 2.2 PERMITTED EXCEPTIONS. Notwithstanding any provision of Section 2.1, an UDS Entity may pursue an opportunity to purchase or invest in, and may ultimately purchase, own and/or operate, a Restricted Business under any of the following circumstances: 4 6 (a) Any business retained by a UDS Entity at the Closing; (b) Any further development of the Diamond-Koch Joint Venture petrochemicals business; (c) Any business with a fair market value of less than $10 million; (d) Any business acquired by a UDS Entity that constitutes less than 50% of the fair market value of a larger acquisition by such UDS Entity; provided the MLP has been offered and declined (with the concurrence of the Conflicts Committee) the opportunity to purchase such business in accordance with the procedures set forth in Section 2.3; (e) The Wichita Falls crude oil pipeline, the Nuevo Laredo refined product pipeline and the Ringold crude oil storage facility should the MLP decline to exercise its option to purchase them pursuant to the [Option Agreement(s) dated effective as of July 1, 2000 among the UDS Entities and the MLP]; or (f) Any logistics assets newly constructed by a UDS Entity that the MLP has not offered to purchase within one year of construction at fair market value, not to exceed 105% of the cost to such UDS Entity. 2.3 PROCEDURES. (a) In the event that an UDS Entity becomes aware of an opportunity to purchase a Restricted Business, then, as soon as practicable, such UDS Entity shall notify Shamrock GP of such opportunity and deliver to Shamrock GP all information prepared by or on behalf of such UDS Entity relating to such potential purchase. As soon as practicable but in any event within 30 days after receipt of such notification and information, Shamrock GP, on behalf of the Partnership, shall notify the UDS Entity that either (i) Shamrock GP, on behalf of the Partnership, has elected, with the approval of the Conflicts Committee, not to cause the MLP to pursue the opportunity to acquire such Restricted Business, or (ii) Shamrock GP, on behalf of the Partnership, has elected to cause the MLP to pursue the opportunity to acquire such Restricted Business. If, at any time, Shamrock GP or its Affiliates abandons such opportunity (as evidenced in writing by Shamrock GP or such Affiliates following the request of the UDS entity), the UDS Entity may pursue such opportunity. Any Restricted Business which is permitted to be purchased by an UDS Entity must be so purchased (i) within 12 months of the time the UDS Entity becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3 and (ii) on terms not materially more favorable to the UDS Entity than were offered to the Partnership. If either of these conditions are not satisfied, the opportunity must be reoffered to the Partnership. (b) In the event that an UDS Entity acquires a Restricted Business as part of a larger transaction in accordance with the provisions of Section 2.2(d), then, within 30 days of the consummation of such purchase, such UDS Entity shall notify Shamrock GP of such purchase and offer the MLP the opportunity to purchase the Restricted Business constituting a portion of 5 7 such purchase and deliver to Shamrock GP all information prepared by or on behalf of or in the possession of such UDS Entity relating to the Restricted Business. As soon as practicable but in any event within 30 days after receipt of such notification, Shamrock GP shall notify the UDS Entity that either (i) Shamrock GP, on behalf of the Partnership, has elected, with the approval of the Conflicts Committee, not to cause the MLP to purchase such Restricted Business, in which event the UDS Entity shall be free to continue to engage in such Restricted Business, or (ii) Shamrock GP, on behalf of the Partnership, has elected to cause the MLP to purchase such Restricted Business, in which event the following procedures shall be followed: (i) The UDS Entity shall submit a good faith offer to Shamrock GP to sell the Restricted Business (the "Offer") to any member of the Partnership Group designated by Shamrock GP on the terms and for the consideration stated in the Offer. (ii) The UDS Entity and Shamrock GP shall negotiate in good faith, for 60 days after receipt of such Offer by Shamrock GP, the terms on which the Restricted Business will be sold to the MLP. The UDS Entity shall provide all information concerning the business, operations and finances of such Restricted Business as may be reasonably requested by Shamrock GP. (A) If the UDS Entity and Shamrock GP agree on such terms within 60 days after receipt by Shamrock GP of the Offer, the MLP shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (B) If the UDS Entity and Shamrock GP are unable to agree on the terms of a sale during such 60-day period, the UDS Entity shall attempt to sell the Restricted Business to a Person that is not an Affiliate of the UDS Entity (a "NonAffiliate Purchaser") within nine months of the termination of such 60-day period. Any such sale to a NonAffiliate Purchaser must be for a purchase price, as determined by the board of directors of UDS, not less than 95% of the purchase price last offered by the MLP. (iii) If, after the expiration of such nine-month period, the UDS Entity has not sold the Restricted Business to a NonAffiliate Purchaser, it shall submit another Offer (the "Second Offer") to Shamrock GP within seven days after the expiration of such nine-month period. The UDS Entity shall provide all information concerning the business, operations and finances of such Restricted Business as may be reasonably requested by Shamrock GP. (A) If Shamrock GP, with the concurrence of the Conflicts Committee, elects not to cause the MLP to pursue the Second Offer, the UDS Entity shall be free to continue to engage in such Restricted Business. (B) If Shamrock GP shall elect to cause the MLP to purchase such Restricted Business, then Shamrock GP and the UDS Entity shall negotiate the terms of such purchase for 60 days. If the UDS Entity and Shamrock GP agree on such terms within 60 days after receipt by Shamrock GP of the Second 6 8 Offer, the MLP shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (C) If during such 60-day period, no agreement has been reached between the UDS Entity and Shamrock GP or a member of the Partnership Group, the UDS Entity and Shamrock GP will engage an independent investment banking firm with a national reputation to determine the value of the Restricted Business. Such investment banking firm will determine the value of the Restricted Business within 30 days and furnish the UDS Entity and Shamrock GP its opinion of such value. The UDS Entity and Shamrock GP shall share equally the fees and expenses of such investment banking firm. Upon receipt of such opinion, Shamrock GP will have the option, subject to the approval of the Conflicts Committee, to (A) cause the MLP to purchase the Restricted Business for an amount equal to the value determined by such investment banking firm or (B) decline to purchase such Restricted Business, in which event the UDS Entity will be free to continue to engage in such Restricted Business. 2.4 TERMINATION. The provisions of this Article II may be terminated by UDS upon or at any time after a "Change of Control" of UDS or each of Shamrock GP or Riverwalk by written notice to the MLP. A Change of Control of UDS or each of Shamrock GP or Riverwalk shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the UDS or Shamrock GP to any Person or its Affiliates, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the UDS Entities or Shamrock GP; (ii) the consolidation or merger of UDS or Shamrock GP with or into another Person pursuant to a transaction in which the outstanding Voting Stock of UDS or Shamrock GP is changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding Voting Stock of UDS or Shamrock GP is changed into or exchanged for Voting Stock of the surviving corporation or its parent and (b) the holders of the Voting Stock of UDS or Shamrock GP immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the surviving corporation or its parent immediately after such transaction; or (iii) a "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) being or becoming the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all Voting Stock of UDS or Shamrock GP then outstanding, other than in a merger or consolidation which would not constitute a Change of Control under clause (ii) above. 2.5 SCOPE OF RESTRICTED BUSINESS PROHIBITION. Except as provided in this Article II and the Partnership Agreement, each UDS Entity shall be free to engage in any business activity whatsoever, including those that may be in direct competition with any Partnership Entity. 2.6 ENFORCEMENT. The UDS Entities agree and acknowledge that the Partnership Group does not have an adequate remedy at law for the breach by the UDS Entities of 7 9 the covenants and agreements set forth in this Article II, and that any breach by the UDS Entities of the covenants and agreements set forth in Article II would result in irreparable injury to the Partnership Group. The UDS Entities further agree and acknowledge that any member of the Partnership Group may, in addition to the other remedies which may be available to the Partnership Group hereunder or under applicable law, file a suit in equity to enjoin the UDS Entities from such breach, and consent to the issuance of injunctive relief hereunder. ARTICLE III. INDEMNIFICATION 3.1 Indemnification of Partnership Entities by UDS(a) . In addition to its indemnification obligations under that certain (i) Indemnification Agreements entered into in connection with the mergers of certain subsidiaries of UDS with and into the OLP effective as of July 1, 2000, and (ii) Conveyance, Assignment and Bill of Sale Agreements dated effective as of July 1, 2000, by and among the OLP and certain subsidiaries of UDS, UDS, on behalf of each of the respective UDS Entities, shall indemnify, defend and hold harmless the Partnership Entities from and against any and all Losses that are caused by, arise out of or are attributable to Environmental Liabilities and Costs related to the assets transferred by the UDS Entities to the MLP in connection with the Formation Transactions that arose prior to Closing and which are discovered by the MLP within 10 years of the Closing (excluding Environmental Liabilities and Costs resulting from a change in law after closing). 3.2 INDEMNIFICATION PROCEDURES. (a) As used in this Section 3.2, the term "Indemnifying Party" refers to UDS in the case of any indemnification obligation arising under Section 3.1, and the term "Indemnified Party" refers to the Partnership Entities, as applicable, in the case of any indemnification obligation arising under Section 3.1. (b) If any action, suit or proceeding shall be brought against an Indemnified Party, or if the Indemnified Party should otherwise become aware of facts giving rise to a claim for indemnification pursuant to Section 3.1 the Indemnified Party shall promptly notify the Indemnifying Party in writing specifying the nature of and specific basis for such claim. (c) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in Section 3.1, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be. (d) The Indemnified Party agree, at its own cost and expense, to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in Section 3.1, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name(s) of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, 8 10 records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of such Indemnified Party. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article III; provided, however, that the Indemnified Party may, at their own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (e) In determining the amount of any loss, liability or expense for which any Indemnified Party is entitled to indemnification under this Article III, the gross amount thereof will be reduced by any insurance proceeds realized or to be realized by such Indemnified Party, and such correlative insurance benefit shall be net of any insurance premium that becomes due as a result of such claim. ARTICLE IV. MISCELLANEOUS 4.1 CHOICE OF LAW; SUBMISSION TO JURISDICTION. This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. 4.2 NOTICE. All notices or requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by telecopier or telegram to such party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by telegram or telecopier shall be effective upon actual receipt if received during the recipient's normal business hours, or at the beginning of the recipient's next business day after receipt if not received during the recipient's normal business hours. All notices to be sent to a party pursuant to this Agreement shall be sent to or made at the address set forth below such party's signature to this Agreement, or at such other address as such party may stipulate to the other parties in the manner provided in this Section 5.2. 4.3 ENTIRE AGREEMENT; SUPERSEDURE. This Agreement constitutes the entire agreement of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein. 4.4 EFFECT OF WAIVER OR CONSENT. No waiver or consent, express or implied, by any party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of 9 11 such Person hereunder. Failure on the part of a party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights hereunder until the applicable statute of limitations period has run. 4.5 AMENDMENT OR MODIFICATION. This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto; provided, however, that the MLP may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of Shamrock GP, will adversely affect the holders of Common Units. Each such instrument shall be reduced to writing and shall be designated on its face an "Amendment" or an "Addendum" to this Agreement. 4.6 ASSIGNMENT. No party shall have the right to assign its rights or obligations under this Agreement without the consent of the other parties hereto. 4.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. 4.8 SEVERABILITY. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 4.9 GENDER, PARTS, ARTICLES AND SECTIONS. Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. All references to Article numbers and Section numbers refer to Parts, Articles and Sections of this Agreement, unless the context otherwise requires. 4.10 FURTHER ASSURANCES. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions. 4.11 WITHHOLDING OR GRANTING OF CONSENT. Each party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate. 4.12 LAWS AND REGULATIONS. Notwithstanding any provision of this Agreement to the contrary, no party hereto shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such party to be in violation of any applicable law, statute, rule or regulation. 10 12 4.13 NEGOTIATION OF RIGHTS OF LIMITED PARTNERS, ASSIGNEES, AND THIRD PARTIES. The provisions of this Agreement are enforceable solely by the parties to this Agreement, and no Limited Partner, Assignee or other Person shall have the right, separate and apart from the MLP, to enforce any provision of this Agreement or to compel any party to this Agreement to comply with the terms of this Agreement. 11 13 IN WITNESS WHEREOF, the parties have executed this Agreement on, and effective as of, the Closing Date. ULTRAMAR DIAMOND SHAMROCK CORPORATION By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Address for Notice: ---------------- Telecopy Number: ------------------- SHAMROCK LOGISTICS GP, LLC By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Address for Notice: ---------------- Telecopy Number: ------------------- 14 RIVERWALK LOGISTICS, L.P. By: Shamrock Logistics GP, LLC its general partner By: ------------------------------- Name: ----------------------------- Title: ---------------------------- Address for Notice: --------------- Telecopy Number: ------------------ SHAMROCK LOGISTICS, L.P. By: Riverwalk Logistics, L.P. its general partner By: Shamrock Logistics GP, LLC Its general partner By: ------------------------------- Name: ----------------------------- Title: ---------------------------- Address for Notice: --------------- Telecopy Number: ------------------