CST BRANDS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.0% SENIOR NOTES DUE 2023 INDENTURE Dated as of May 1, 2013 U.S. Bank National Association TrusteeIndenture • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of May 1, 2013 among CST Brands, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the “Trustee”).
CST BRANDS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 201 by and between CST Brands, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement • October 3rd, 2014 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
This SECOND AMENDMENT, dated as of September 30, 2014 (this “Amendment”), amends (i) that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013 and as further amended, supplemented, restated, or otherwise modified from time to time, the “Credit Agreement”), among CST BRANDS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), and the other agents named therein and (ii) that certain Guarantee and Collateral Agreement dated as of May 1, 2013 (as amended, supplemented, restated, or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) among the Borrower, the Subsidiaries of the Borrower from time to time party thereto and the Administrative Agent. Capitalized terms used but not defined herein have the meanings
CST BRANDS, INC. 5.0% Senior Notes due 2023 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1)
CREDIT AGREEMENT dated as of March 20, 2013, by and amongCredit Agreement • April 4th, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
EXHIBITS Exhibit A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Swingline Note Exhibit A-3 - Form of Term Loan Note Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Perfection Certificate Exhibit D - Form of Notice of Prepayment Exhibit E - Form of Notice of Conversion/Continuation Exhibit F - Form of Officer’s Compliance Certificate Exhibit G - Form of Assignment and Assumption Exhibit H - Form of Guarantee and Collateral Agreement Exhibit I-1 - Form of U.S. Tax Compliance Certificate (for Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-2 - Form of U.S. Tax Compliance Certificate (for Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-3 - Form of U.S. Tax Compliance Certificate (for Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-4 - Form of U.S. Tax Compliance Certificate (for Foreign Lenders that are Partnerships for U.S. Federal Inco
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN VALERO ENERGY CORPORATION AND CST BRANDS, INC. DATED AS OF APRIL 29, 2013Separation and Distribution Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Texas
This SEPARATION AND DISTRIBUTION AGREEMENT, made and entered into effective as of April 29, 2013 (this “Agreement”), is by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and CST Brands, Inc., a Delaware corporation and wholly owned subsidiary of Valero (“Corner Store”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENT DATED AS OF APRIL 29, 2013 BY AND BETWEEN VALERO ENERGY CORPORATION AND CST BRANDS, INC.Tax Matters Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of April 29, 2013, by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and CST Brands, Inc., a Delaware corporation and a wholly owned subsidiary of Valero (“Corner Store”) (Valero and Corner Store are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
AGREEMENT AND PLAN OF MERGER by and among CIRCLE K STORES INC., ULTRA ACQUISITION CORP. and CST BRANDS, INC. Dated as of August 21, 2016Agreement and Plan of Merger • August 23rd, 2016 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2016 (this “Agreement”), among Circle K Stores Inc., a Texas corporation (“Parent”), Ultra Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and CST Brands, Inc., a Delaware corporation (the “Company”).
CONTRIBUTION AGREEMENTContribution Agreement • February 27th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Contribution Agreement (this “Agreement”), dated as of December 16, 2014 (the “Execution Date”), is entered into by and among CST Brands, Inc. (“CST”), a Delaware corporation, CST Services LLC (“CST Services”), a Delaware limited liability company and a wholly owned subsidiary of CST, and CrossAmerica Partners LP, a Delaware limited partnership (“CAPL”). Each of CST, CST Services and CAPL is a “Party” and, collectively, are the “Parties.”
Separation AgreementSeparation Agreement • February 28th, 2017 • CST Brands, Inc. • Retail-auto dealers & gasoline stations
This Separation Agreement (the “Agreement”) is entered into between CST Brands, Inc. (“CST” or “Company”) and _________________, __________________ of CST (“___________” or “Executive”) effective as of the 1st day of March, 2016 (the “Effective Date”).
Stockholder’s and Registration Rights Agreement by and between Valero Energy Corporation and CST Brands, Inc. Dated as of April 29, 2013S and Registration Rights Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Stockholder’s and Registration Rights Agreement (this “Agreement”) is made as of April 29, 2013 by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and CST Brands, Inc., a Delaware corporation and wholly owned subsidiary of Valero (“Corner Store”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
TRANSITION SERVICES AGREEMENT BETWEEN ULTRAMAR LTD. AND CST CANADA CO. DATED AS OF [•], 2013Transition Services Agreement • February 8th, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Quebec
This Transition Services Agreement (this “Agreement”) made and entered into effective as of [•], 2013 is by and between ULTRAMAR LTD., a corporation formed under the laws of Canada (“Ultramar”), and CST Canada Co., a corporation created under the Laws of Nova Scotia (“Corner Store”) both indirect wholly owned subsidiaries of Valero Energy Corporation (“Valero”). Ultramar and Corner Store are sometimes herein referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in Article I.
MASTER AGREEMENTMaster Agreement • April 4th, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations
This Master Agreement (“Agreement”), dated effective as of [•], 2013 (the “Effective Date”), is entered into by and between VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“VMSC”) and CST MARKETING AND SUPPLY COMPANY, a Delaware corporation (“Distributor”).
EXCHANGE AGREEMENTExchange Agreement • November 8th, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
This EXCHANGE AGREEMENT is dated as of November 7, 2013 (this “Agreement”), among VALERO ENERGY CORPORATION, a Delaware corporation (“Valero”), CITICORP NORTH AMERICA, INC. (the “Investment Entity”) and, solely with respect to Sections 4(b) and 6 through 16 hereof, CST BRANDS, INC., a Delaware corporation and a former wholly owned subsidiary of Valero (“CST Brands”).
PETROLEUM PRODUCT SALE AGREEMENTProduct Sale Agreement • April 4th, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Texas
This Petroleum Product Sale Agreement (“Agreement”), dated to be effective as of [•], 2013 (the “Effective Date”), is entered into by and between CST MARKETING AND SUPPLY COMPANY (“Buyer”), and VALERO MARKETING AND SUPPLY COMPANY (“Seller”). Each of Buyer and Seller is referred to herein individually as a “Party” and collectively, as the “Parties.”
STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CST BRANDS, INC. (“Buyer”), THE JONES COMPANY, PATAGONIA PARTNERS, LLC AND JAMES A. WALKER, JR. (“Sellers”), solely for purposes of Section 4.12 and Section 9.13, THE COMPANIES (AS DEFINED...Stock and Membership Interest Purchase Agreement • February 19th, 2016 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of November 24, 2015, by and among (i) CST Brands, Inc., a Delaware corporation (“Buyer”); (ii) The Jones Company, a Georgia corporation (“Jones Company”), Patagonia Partners, LLC, a Georgia limited liability company (“Patagonia”), and James A. Walker, Jr. (“Walker,” and together with Patagonia and the Jones Company, “Sellers” and each individually a “Seller”); (iii) solely for purposes of Section 4.12 and Section 9.13, Flash Foods, Inc., a Georgia corporation, Fuel South, Inc., a Georgia corporation, Fuel South Express, Inc., a Georgia corporation, Bacon Grocery Company, Inc., a Georgia corporation, Cowford Holdings, LLC, a Georgia limited liability company (“Cowford”), and Kemp Ridge Holdings, LLC, a Georgia limited liability company (collectively the “Companies” and each a “Company”); and (iv) solely for purposes of Section 4.4 and Section 4.12, James C. Jones III and Patrick C. Jones (collectively “
BRANDED DISTRIBUTOR MARKETING AGREEMENT (MULTI-BRAND)Distributor Marketing Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations
This Branded Distributor Marketing Agreement (Multi-Brand) (“Agreement”) is entered into by and between VALERO MARKETING AND SUPPLY COMPANY (“VMSC”) and CST MARKETING AND SUPPLY COMPANY (“Distributor”).
Underwriting AgreementCST Brands, Inc. • November 8th, 2013 • Retail-auto dealers & gasoline stations • New York
Citicorp North America, Inc., a corporation organized under the laws of Delaware (the “Exchange Party”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 13,112,564 shares of common stock, $0.01 par value (“Common Stock”) of CST Brands, Inc. (the “Underwritten Securities”), a corporation organized under the laws of Delaware (the “Company”) and a former wholly owned subsidiary of Valero Energy Corporation (“Valero”). The Exchange Party also proposes to grant to the Underwriters an option to purchase up to 1,966,884 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwr
IDR PURCHASE AGREEMENT by and among The 2004 Irrevocable agreement of trust of Joseph V. Topper, SR., and The 2008 Irrevocable Agreement of Trust of John B. Reilly, JR., as IDR Sellers, CST BRANDS Holdings, LLC, as IDR Buyer, and CST BRANDS, INC.Idr Purchase Agreement • November 12th, 2014 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
This IDR PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2014 (the “Execution Date”), is entered into by and among the 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. (the “Topper Trust”), the 2008 Irrevocable Agreement of Trust of John B. Reilly, Jr. (the “Reilly Trust” and together with the Topper Trust, the “IDR Sellers”), CST Brands Holdings, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of CST (“IDR Buyer”), and CST Brands, Inc., a Delaware corporation (“CST”). The IDR Sellers, IDR Buyer and CST are referred to collectively in this Agreement as the “Parties” and each individually as a “Party.” Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in Article IX or elsewhere in this Agreement.
SETTLEMENT AGREEMENTSettlement Agreement • March 8th, 2016 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
This SETTLEMENT AGREEMENT is made and entered into as of March 3, 2016 (this “Agreement”) by and among CST Brands, Inc., a Delaware corporation (the “Company”), and the entities and natural persons listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are referred to herein as the “Parties.”
TRANSITION SERVICES AGREEMENT BETWEEN VALERO SERVICES, INC. AND CST BRANDS, INC. DATED AS OF [•], 2013Transition Services Agreement • February 8th, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Texas
This Transition Services Agreement (this “Agreement”), made and entered into effective as of [•], is by and between Valero Services, Inc., a Delaware corporation (“VSI”), and CST Brands, Inc., a Delaware corporation (“Corner Store”), both indirect wholly owned subsidiaries of Valero Energy Corporation (“Valero”). VSI and Corner Store are sometimes herein referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in Article I.
PETROLEUM PRODUCT SALE AGREEMENT [Unbranded-Term-Rack]Product Sale Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Texas
This Petroleum Product Sale Agreement (“Agreement”), dated to be effective as of May 1, 2013 (the “Effective Date”), is entered into by and between CST MARKETING AND SUPPLY COMPANY (“Buyer”), and VALERO MARKETING AND SUPPLY COMPANY (“Seller”). Each of Buyer and Seller is referred to herein individually as a “Party” and collectively, as the “Parties.”
GP PURCHASE AGREEMENT by and among LEHIGH Gas Corporation, as Seller, CST GP, LLC, as GP Buyer, and CST BRANDS, INC. Dated as of August 6, 2014Gp Purchase Agreement • November 12th, 2014 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
This GP PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2014 (the “Execution Date”), is entered into by and among Lehigh Gas Corporation, a Delaware corporation (“LGC”), CST GP, LLC, a Delaware limited liability company (“GP Buyer”), and CST Brands, Inc., a Delaware corporation (“CST”). LGC, GP Buyer and CST are referred to collectively in this Agreement as the “Parties” and each individually as a “Party.” Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in Article X or elsewhere in this Agreement.
FORM OF AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (US)Form of Award Agreement • February 19th, 2016 • CST Brands, Inc. • Retail-auto dealers & gasoline stations
This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates (“Participant”), who agree as follows:
AMENDMENT TO AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • February 19th, 2016 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Amendment to Amended and Restated Omnibus Agreement (the “Amendment”) is entered into on, and effective as of, January 1, 2016 (the “Effective Date”), and is by and among CrossAmerica Partners LP (formerly known as Lehigh Gas Partners LP), a Delaware limited partnership (the “MLP” or the “Partnership”), CrossAmerica GP LLC (formerly known as Lehigh Gas GP LLC), a Delaware limited liability company and the general partner of the MLP (the “General Partner”), Dunne Manning Inc. (formerly known as Lehigh Gas Corporation), a Delaware corporation (“LGC”), CST Services, LLC, a Delaware limited liability company (“CST”), and, for purposes of Article X of the Agreement only, Dunne Manning Stores, LLC (formerly known as Lehigh Gas-Ohio, LLC), a Delaware limited liability company (“LGO”), and, for purposes of Section 2.5, Article X and Article XI of the Agreement only, Joseph V. Topper, Jr. (“Topper”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and
CST BRANDS, INC. AMENDED AND RESTATEDOmnibus Stock and Incentive Plan • August 12th, 2014 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Texas
This Plan, in its amended and restated form, shall be effective as of June 4, 2014, pending approval by the Company’s stockholders at the 2014 Annual Meeting of stockholders. Awards granted prior to the effective date of this amendment and restatement shall be subject to, and governed by, the terms and conditions of this Plan in effect at the time of the Award and the applicable Award Agreement, unless such Award Agreement is later amended pursuant to the terms of this Plan.
ASSET PURCHASE AGREEMENT by and among CST CALIFORNIA STATIONS, INC. and CST SERVICES LLC as Sellers, and 7-ELEVEN, INC. and SEI FUEL SERVICES, INC. as Buyers Dated as of May 3, 2016Asset Purchase Agreement • August 5th, 2016 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 3, 2016 (the “Effective Date”) by and among CST California Stations, Inc., a Delaware corporation (“CST CA”), and CST Services LLC, a Delaware limited liability company (“CST Services” and, together with CST CA, referred to herein collectively as “Sellers” and each individually as “Seller”), 7-Eleven, Inc., a Texas corporation (“7-Eleven”), SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel” and, together with 7-Eleven, referred to herein collectively as “Buyers”) and, solely for the purposes of Section 11.23 of this Agreement, CST Brands, Inc., a Delaware corporation (“Guarantor”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VALERO ENERGY CORPORATION AND CST BRANDS, INC. DATED AS OF [•]Employee Matters Agreement • February 8th, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Texas
THIS EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of [•] (this “Agreement”), is by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and CST Brands, Inc., a Delaware corporation and wholly owned subsidiary of Valero (“Corner Store”). Valero and Corner Store are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article II.
AWARD AGREEMENT CST Brands, Inc. 2013 Omnibus Stock Incentive Plan Executive Officer Restricted Stock Award (subject to performance accelerated vesting)Award Agreement • May 22nd, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations
This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and [_____________], an Employee of the Company or one of its affiliates (“Participant”), who agree as follows:
Underwriting AgreementUnderwriting Agreement • October 28th, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
Citicorp North America, Inc., a corporation organized under the laws of Delaware (the “Exchange Party”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 13,112,564 shares of common stock, $0.01 par value (“Common Stock”) of CST Brands, Inc. (the “Underwritten Securities”), a corporation organized under the laws of Delaware (the “Company”) and a former wholly owned subsidiary of Valero Energy Corporation (“Valero”). The Exchange Party also proposes to grant to the Underwriters an option to purchase up to 1,966,884 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwr
UNCONDITIONAL GUARANTYUnconditional Guaranty • August 23rd, 2016 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS UNCONDITIONAL GUARANTY (this “Guaranty”) is made as of August 21, 2016, by Alimentation Couche-Tard Inc., a corporation organized under the laws of the Province of Quebec, Canada (“Guarantor”), having a notice address of 4204 Boul. Industriel, Laval, Quebec H7L 0E3, to and for the benefit of CST Brands, Inc., a Texas corporation (“Beneficiary”), having a notice address of One Valero Way, Building D, Suite 200, San Antonio, Texas 78249.
PETROLEUM PRODUCTS SUPPLY AGREEMENTTrademark License Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Quebec
WHEREAS that pursuant to a Separation and Distribution Agreement (“SDA”) dated April 29, 2013, Seller has sold to Buyer all its retail business located in Canada consisting of motorist sites, cardlock sites and home heating;
AWARD AGREEMENT CST Brands, Inc. 2013 Omnibus Stock Incentive Plan Non- Qualified Stock OptionAward Agreement • May 22nd, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations
This Award Agreement (this “Agreement”) is entered into between CST Brands, Inc., a Delaware corporation (“Company”), and Participant pursuant to the terms of the CST Brands, Inc. 2013 Omnibus Stock Incentive Plan (as may be amended, the “Plan”). As used herein, “Participant” means «First_Name» «Middle_Name» «Last_Name», an Employee of Company. Capitalized terms used in this Agreement but not otherwise defined in this Agreement have the meanings set forth in the Plan.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VALERO ENERGY CORPORATION AND CST BRANDS, INC. DATED AS OF APRIL 29, 2013Employee Matters Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Texas
THIS EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of April 29, 2013 (this “Agreement”), is by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and CST Brands, Inc., a Delaware corporation and wholly owned subsidiary of Valero (“Corner Store”). Valero and Corner Store are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article II.
JOINT FILING AGREEMENTJoint Filing Agreement • January 9th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline stations
This Joint Filing Agreement may be executed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
