0001193125-06-202256 Sample Contracts

BRANDED DISTRIBUTOR MARKETING AGREEMENT (SHAMROCK BRAND)
Distributor Marketing Agreement • October 4th, 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 The Petroleum Marketing Practices Act was originally enacted on June 19, 1978, and was amended by the Petroleum Marketing Practices Act Amendments of 1994, enacted on October 19, 1994.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 • October 4th, 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 • October 4th, 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”).

REGISTRATION RIGHTS AGREEMENT SUSSER HOLDINGS CORPORATION Dated as of , 2006
Registration Rights Agreement • October 4th, 2006 • Susser Holdings CORP • Retail-convenience stores

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated , 2006, is entered into by and among Susser Holdings Corporation, a Delaware corporation (the “Company”), Stripes Holdings, L.P., a Delaware limited partnership (“Stripes LP”), Wellspring Capital Partners III, L.P., a Delaware limited partnership (“Wellspring” and, together with Stripes LP, the “Wellspring Parties”), Sam L. Susser (“Susser”) and the other persons or entities listed on Exhibit A attached hereto (together with Susser, the “Susser Parties”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • October 4th, 2006 • Susser Holdings CORP • Retail-convenience stores • New York

This Amendment No. 2 to Credit Agreement, dated as of July 26, 2006 (this “Agreement”), is among Susser Holdings, L.L.C., a Delaware limited liability company, and SSP Partners, a Texas general partnership, as Borrowers, the financial institutions named herein, as Banks, and Bank of America, N.A., as Administrative Agent for the Banks.

Susser Holdings Corporation (a Delaware corporation) 6,000,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • October 4th, 2006 • Susser Holdings CORP • Retail-convenience stores • New York
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