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”).
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)
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”).
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.
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”).
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.”
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;
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.
MASTER AGREEMENTMaster Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations
This Master Agreement (“Agreement”), dated effective as of May 1, 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”).
TRANSITION SERVICES AGREEMENT BETWEEN ULTRAMAR LTD. AND CST CANADA CO. DATED AS OF APRIL 29, 2013Transition Services Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Quebec
This Transition Services Agreement (this “Agreement”) made and entered into effective as of April 29, 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 (“CST”) both indirect wholly owned subsidiaries of Valero Energy Corporation (“Valero”). Ultramar and CST 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.
TRANSITION SERVICES AGREEMENT BETWEEN VALERO SERVICES, INC. AND CST BRANDS, INC. DATED AS OF APRIL 29, 2013Transition Services Agreement • May 1st, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Texas
This Transition Services Agreement (this “Agreement”), made and entered into effective as of April 29, 2013, 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.
