SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • January 9th, 2013 • Corner Store Holdings, Inc. • Retail-auto dealers & gasoline stations • Texas
This SEPARATION AND DISTRIBUTION AGREEMENT, made and entered into effective as of [•] (this “Agreement”), is by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and Corner Store Holdings, 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 AGREEMENTTax Matters Agreement • January 9th, 2013 • Corner Store Holdings, Inc. • Retail-auto dealers & gasoline stations
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [date], by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and Corner Store Holdings, 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 Corner Store Holdings, Inc. Dated as of [Ÿ]Stockholder’s and Registration Rights Agreement • January 9th, 2013 • Corner Store Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Stockholder’s and Registration Rights Agreement (this “Agreement”) is made as of [Ÿ] by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and Corner Store Holdings, 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 THE CORNER STORE CANADA COMPANY DATED AS OF [•], 2013Transition Services Agreement • January 9th, 2013 • Corner Store Holdings, 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 The Corner Store Canada Company, 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.
TRANSITION SERVICES AGREEMENT BETWEEN VALERO SERVICES, INC. AND CORNER STORE HOLDINGS, INC. DATED AS OF [•], 2013Transition Services Agreement • January 9th, 2013 • Corner Store Holdings, 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 Corner Store Holdings, 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.
