PLAINS GP HOLDINGS, L.P. 42,000,000 Class A Shares Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2017 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York
Plains GP Holdings, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell an aggregate of 42,000,000 Class A shares (the “Firm Shares”) representing limited partner interests in the Partnership (“Class A Shares”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as the representative (the “Representative”), upon the terms and conditions set forth in Section 2 hereof. The Partnership also proposes to grant to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, an option to purchase up to an additional 6,300,000 Class A Shares (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.”
