EXCHANGE AGREEMENTExchange Agreement • November 8th, 2013 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
This EXCHANGE AGREEMENT is dated as of November 7, 2013 (this “Agreement”), among VALERO ENERGY CORPORATION, a Delaware corporation (“Valero”), CITICORP NORTH AMERICA, INC. (the “Investment Entity”) and, solely with respect to Sections 4(b) and 6 through 16 hereof, CST BRANDS, INC., a Delaware corporation and a former wholly owned subsidiary of Valero (“CST Brands”).
Underwriting AgreementCST Brands, Inc. • November 8th, 2013 • Retail-auto dealers & gasoline stations • New York
Citicorp North America, Inc., a corporation organized under the laws of Delaware (the “Exchange Party”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 13,112,564 shares of common stock, $0.01 par value (“Common Stock”) of CST Brands, Inc. (the “Underwritten Securities”), a corporation organized under the laws of Delaware (the “Company”) and a former wholly owned subsidiary of Valero Energy Corporation (“Valero”). The Exchange Party also proposes to grant to the Underwriters an option to purchase up to 1,966,884 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwr
