0001047469-06-014935 Sample Contracts

17,869,565 Units VALERO GP HOLDINGS, LLC Representing Limited Liability Company Interests UNDERWRITING AGREEMENT
Valero Gp Holdings LLC • December 12th, 2006 • 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.

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