VALERO GP HOLDINGS, LLC and COMPUTERSHARE INVESTOR SERVICES, LLC Rights Agent RIGHTS AGREEMENT Dated as of July 19, 2006Rights Agreement • July 25th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • Delaware
This Rights Agreement (the “Agreement”), dated as of July 19, 2006, between Valero GP Holdings, LLC, a Delaware limited liability company (the “Company”), and Computershare Investor Services, LLC (the “Rights Agent”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VALERO GP HOLDINGS, LLCLimited Liability Company Agreement • July 25th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VALERO GP HOLDINGS, LLC, dated as of July 19, 2006 is entered into by Diamond Shamrock Refining and Marketing Company, Sigmor Corporation, The Shamrock Pipe Line Corporation, Diamond Shamrock Refining Company, L.P., Valero Refining—New Orleans, L.L.C., Valero Refining Company—California , Valero Refining—Texas, L.P. and together with any other Persons who hereafter become Members in Valero GP Holdings, LLC or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
ADMINISTRATION AGREEMENT BETWEEN VALERO GP HOLDINGS, LLC AND VALERO GP, LLC DATED AS OF July 19, 2006Administration Agreement • July 25th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • Texas
This ADMINISTRATION AGREEMENT (this “Agreement”) is entered into as of July 19, 2006 and effective as of Effective Date, as defined below, between VALERO GP HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and VALERO GP, LLC, a Delaware limited liability company (“Valero GP”).
3-YEAR REVOLVING CREDIT AGREEMENT dated as of July 19, 2006 among VALERO GP HOLDINGS, LLC The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and SUNTRUST BANK, as Syndication Agent J.P. MORGAN SECURITIES INC. and SUNTRUST...Revolving Credit Agreement • July 25th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • New York
3-YEAR REVOLVING CREDIT AGREEMENT dated as of July 19, 2006 among VALERO GP HOLDINGS, LLC, a Delaware limited liability company, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and SUNTRUST BANK, as Syndication Agent.
NON-COMPETE AGREEMENTNon-Compete Agreement • July 25th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas)
THIS NON-COMPETE AGREEMENT (this “Agreement”) is entered into this 19th day of July, 2006, and effective as of the Effective Time (as defined below), by and among Valero GP Holdings, LLC, a Delaware limited liability company (“Holdings”), Valero L.P., a Delaware limited partnership (the “MLP”), Riverwalk Logistics, L.P., a Delaware limited partnership and general partner of the MLP (“Riverwalk”), and Valero GP, LLC, a Delaware limited liability company and general partner of Riverwalk (“Valero GP” and together with the MLP, Riverwalk, and their respective Subsidiaries, the “Partnership Parties”).
