VALERO GP HOLDINGS, LLC and COMPUTERSHARE INVESTOR SERVICES, LLC Rights Agent Form of RIGHTS AGREEMENT Dated as of [ ], 2006Rights Agreement • June 30th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • Delaware
Agreement, dated as of [ ], 2006, between Valero GP Holdings, LLC, a Delaware limited liability company (the “Company”), and Computershare Investor Services, LLC (the “Rights Agent”).
CONTRIBUTION AGREEMENTContribution Agreement • June 30th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • Texas
This Contribution Agreement, dated effective as of June 1, 2006 is entered into by and among Diamond Shamrock Refining and Marketing Company, a Delaware corporation (“DSRMC”) and Valero GP Holdings, LLC, a Delaware limited liability company (“VEH”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties”.
FORM OF UNDERWRITING AGREEMENT 17,250,000 Units VALERO GP HOLDINGS, LLC Representing Limited Liability Company Membership InterestsUnderwriting Agreement • June 30th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • New York
This is to confirm the agreement among the Company, the Selling Unitholders, Valero Energy Corporation, a Delaware corporation (“Valero Energy” and, together with the Selling Unitholders, the “Selling Unitholder Parties”), and the Underwriters concerning the purchase of the Offered Units from the Selling Unitholders by the Underwriters.
