0001193125-06-179294 Sample Contracts

BRANDED DISTRIBUTOR MARKETING AGREEMENT (VALERO BRAND)
Branded Distributor Marketing Agreement • August 24th, 2006 • Susser Holdings CORP • Retail-convenience stores

SUMMARY: This notice contains a summary of Title I of the Petroleum Marketing Practices Act, as amended (the Act). The Petroleum Marketing Practices Act was originally enacted on June 19, 1978, and was amended by the Petroleum Marketing Practices Act Amendments of 1994, enacted on October 19, 1994. On August 30, 1978, the Department of Energy published in the Federal Register a summary of the provisions of Title I of the 1978 law, as required by the Act. The Department is publishing this revised summary to reflect key changes made by the 1994 amendments.

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MASTER AGREEMENT
Master Agreement • August 24th, 2006 • Susser Holdings CORP • Retail-convenience stores • Texas

This Master Agreement (“Agreement”) is made and entered into as of July 28, 2006 (the “Effective Date”) by and between Valero Marketing and Supply Company, a Delaware corporation (“VMSC”) and Susser Petroleum Company, LP, a Texas limited partnership (“Distributor”).

Unbranded Supply Agreement
Unbranded Supply Agreement • August 24th, 2006 • Susser Holdings CORP • Retail-convenience stores • Texas

THIS UNBRANDED SUPPLY AGREEMENT (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN SUSSER PETROLEUM COMPANY, LP (“BUYER”) AND VALERO MARKETING AND SUPPLY COMPANY (“SELLER”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 24th, 2006 • Susser Holdings CORP • Retail-convenience stores • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of , 2006 (this “Agreement”), is among Susser Holdings Corporation, a Delaware corporation (the “Company”) and Stripes Investment Corp., a Delaware corporation (“Blocker Corp.”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 24th, 2006 • Susser Holdings CORP • Retail-convenience stores • Delaware

This Second Amended and Restated Limited Liability Company Agreement of Stripes Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of this day of , 2006 (this “Agreement”), by Susser Holdings Corporation, a Delaware corporation (“HoldCo” or “Sole Member”), and each other Person who at any time becomes a member of the Company (a “Member”) in accordance with the terms of this Agreement and the Act.

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