17,869,565 Units VALERO GP HOLDINGS, LLC Representing Limited Liability Company Interests UNDERWRITING AGREEMENTValero Gp Holdings LLC • December 12th, 2006 • Pipe lines (no natural gas) • New York
Company FiledDecember 12th, 2006 Industry JurisdictionThis 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.