AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 18, 2018 BY AND AMONG VALERO ENERGY CORPORATION, FOREST MERGER SUB, LLC, VALERO ENERGY PARNERS LP AND VALERO ENERGY PARTNERS GP LLCMerger Agreement • October 18th, 2018 • Valero Energy Partners Lp • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 18, 2018 (this “Agreement”), is by and among Valero Energy Corporation, a Delaware corporation (“Parent”), Forest Merger Sub, LLC, a Delaware limited liability company and indirect wholly owned Subsidiary of Parent (“Merger Sub”), Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Valero Energy Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “Partnership GP”). Parent, Merger Sub, the Partnership and the Partnership GP are sometimes referred to collectively herein as the “Parties” and each individually as a “Party.” Certain capitalized terms used in this Agreement are defined in Article I.
SUPPORT AGREEMENTSupport Agreement • October 18th, 2018 • Valero Energy Partners Lp • Pipe lines (no natural gas)
THIS SUPPORT AGREEMENT, dated as of October 18, 2018 (this “Agreement”), is entered into by and between Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Valero Terminaling and Distribution Company, a Delaware corporation (the “Unitholder” and, together with the Partnership, the “Parties” and each, a “Party”).
