SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • February 8th, 2013 • CST Brands, 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 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 AGREEMENTTax Matters Agreement • February 8th, 2013 • CST Brands, 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 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 [Ÿ]S and Registration Rights Agreement • February 8th, 2013 • CST Brands, 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 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 • February 8th, 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”).
PETROLEUM PRODUCT SALE AGREEMENTProduct Sale Agreement • February 8th, 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.”
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.
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.
PETROLEUM PRODUCTS SUPPLY AGREEMENTTrademark License Agreement • February 8th, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Quebec
WHEREAS that pursuant to a Separation and Distribution Agreement (“SDA”) dated [•], 2013, Seller has sold to Buyer all its retail business located in Canada consisting of motorist sites, cardlock sites and home heating;
BRANDED DISTRIBUTOR MARKETING AGREEMENT (MULTI-BRAND)Branded Distributor Marketing Agreement • February 8th, 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”).
