0001193125-15-385600 Sample Contracts

VALERO ENERGY PARTNERS LP 4,250,000 Common Units Representing Limited Partner Interests Underwriting Agreement
Underwriting Agreement • November 24th, 2015 • Valero Energy Partners Lp • Pipe lines (no natural gas) • New York

This Agreement is to confirm the agreement among the Partnership and Valero Energy Partners GP LLC, a Delaware limited liability company, and general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Partnership Parties”), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Partnership by the Underwriters. The Partnership, the General Partner, Valero Partners Operating Co. LLC, a Delaware limited liability company (“OLLC”), and the Operating Companies (as defined below) are collectively referred to herein as the “Valero Entities.”

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