CST Brands, Inc. Sample Contracts

Cst Brands, Inc. – AMENDED AND RESTATED BYLAWS OF CST BRANDS, INC. (Effective as of June 28, 2017) (June 28th, 2017)
Cst Brands, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CST BRANDS, INC. (June 28th, 2017)

SEVENTH. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as currently in effect or as the same may hereafter be amended. No amendment or repeal of this Article SEVENTH shall adversely affect any right or protection of a director that exists at the time of such amendment or repeal.

Cst Brands, Inc. – Separation Agreement (February 28th, 2017)

This Separation Agreement (the “Agreement”) is entered into between CST Brands, Inc. (“CST” or “Company”) and _________________, __________________ of CST (“___________” or “Executive”) effective as of the 1st day of March, 2016 (the “Effective Date”).

Cst Brands, Inc. – RESTRICTED STOCK UNIT AWARD AGREEMENT Employee Restricted Stock Unit Award (US) (February 28th, 2017)

This Restricted Stock Unit Award Agreement (this “RSU Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, an Employee of the Company or one of its affiliates (“Participant”), who agree as follows:

Cst Brands, Inc. – RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Employee Director Restricted Stock Unit Award (US) (February 28th, 2017)

This Restricted Stock Unit Award Agreement (this “RSU Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates (“Participant”), who agree as follows:

Cst Brands, Inc. – AGREEMENT AND PLAN OF MERGER by and among CIRCLE K STORES INC., ULTRA ACQUISITION CORP. and CST BRANDS, INC. Dated as of August 21, 2016 (August 23rd, 2016)

AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2016 (this “Agreement”), among Circle K Stores Inc., a Texas corporation (“Parent”), Ultra Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and CST Brands, Inc., a Delaware corporation (the “Company”).

Cst Brands, Inc. – UNCONDITIONAL GUARANTY (August 23rd, 2016)

THIS UNCONDITIONAL GUARANTY (this “Guaranty”) is made as of August 21, 2016, by Alimentation Couche-Tard Inc., a corporation organized under the laws of the Province of Quebec, Canada (“Guarantor”), having a notice address of 4204 Boul. Industriel, Laval, Quebec H7L 0E3, to and for the benefit of CST Brands, Inc., a Texas corporation (“Beneficiary”), having a notice address of One Valero Way, Building D, Suite 200, San Antonio, Texas 78249.

Cst Brands, Inc. – CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence Delivers Immediate and Compelling Value to CST Stockholders Merged Company Values Maintaining Significant Presence in San Antonio (August 22nd, 2016)

SAN ANTONIO, August 22, 2016 – CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in North America, today announced that its Board of Directors has unanimously approved a definitive merger agreement with Alimentation Couche-Tard Inc. (TSX: ATD.A ATD.B) (“Couche-Tard”), under which Couche-Tard will acquire all of the shares of CST for $48.53 per share in cash, representing a total enterprise value of approximately $4.4 billion, including the assumption of net debt.

Cst Brands, Inc. – Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The words “believe,” “expect,” “should,” “intends,” “estimates,” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projecte (August 5th, 2016)
Cst Brands, Inc. – FORM OF MARKET SHARE UNITS AWARD AGREEMENT (August 5th, 2016)

This Agreement (including its Exhibits, the "Agreement") is made by and between CST Brands, Inc., a Delaware corporation (the “Company”), and____________________ (the “Participant”) with an effective date of March ____, 2016 (“Date of Grant”).

Cst Brands, Inc. – ASSET PURCHASE AGREEMENT by and among CST CALIFORNIA STATIONS, INC. and CST SERVICES LLC as Sellers, and 7-ELEVEN, INC. and SEI FUEL SERVICES, INC. as Buyers Dated as of May 3, 2016 (August 5th, 2016)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 3, 2016 (the “Effective Date”) by and among CST California Stations, Inc., a Delaware corporation (“CST CA”), and CST Services LLC, a Delaware limited liability company (“CST Services” and, together with CST CA, referred to herein collectively as “Sellers” and each individually as “Seller”), 7-Eleven, Inc., a Texas corporation (“7-Eleven”), SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel” and, together with 7-Eleven, referred to herein collectively as “Buyers”) and, solely for the purposes of Section 11.23 of this Agreement, CST Brands, Inc., a Delaware corporation (“Guarantor”).

Cst Brands, Inc. – CST Brands enters into definitive agreement with 7-Eleven to sell California and Wyoming stores (May 6th, 2016)

San Antonio, Texas, May 5, 2016 –– CST Brands, Inc. (NYSE: CST), a San Antonio-based Fortune 500 fuel and convenience retailer, announced today that it has entered into a definitive agreement to sell store operations in both the California and Wyoming markets to 7-Eleven, Inc. and its wholly-owned subsidiary, SEI Fuel Services, Inc. The transaction includes 76 stores in California and 3 stores in Wyoming.

Cst Brands, Inc. – Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The words “believe,” “expect,” “should,” “intends,” “estimates,” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projecte (May 6th, 2016)
Cst Brands, Inc. – CST Brands, Inc. Reports First Quarter 2016 Results (May 6th, 2016)

San Antonio, Texas, May 6, 2016 – CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in North America, today reported financial results for the first quarter ended March 31, 2016.

Cst Brands, Inc. – CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Effective June 9, 2016 (April 28th, 2016)
Cst Brands, Inc. – SETTLEMENT AGREEMENT (March 8th, 2016)

This SETTLEMENT AGREEMENT is made and entered into as of March 3, 2016 (this “Agreement”) by and among CST Brands, Inc., a Delaware corporation (the “Company”), and the entities and natural persons listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are referred to herein as the “Parties.”

Cst Brands, Inc. – SETTLEMENT AGREEMENT (March 8th, 2016)

This SETTLEMENT AGREEMENT is made and entered into as of March 3, 2016 (this “Agreement”) by and among CST Brands, Inc., a Delaware corporation (the “Company”), and the entities and natural persons listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are referred to herein as the “Parties.”

Cst Brands, Inc. – Investor Update February 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The words “believe,” “expect,” “should,” “intends,” “estimates,” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ (February 19th, 2016)
Cst Brands, Inc. – AMENDMENT TO AMENDED AND RESTATED OMNIBUS AGREEMENT (February 19th, 2016)

This Amendment to Amended and Restated Omnibus Agreement (the “Amendment”) is entered into on, and effective as of, January 1, 2016 (the “Effective Date”), and is by and among CrossAmerica Partners LP (formerly known as Lehigh Gas Partners LP), a Delaware limited partnership (the “MLP” or the “Partnership”), CrossAmerica GP LLC (formerly known as Lehigh Gas GP LLC), a Delaware limited liability company and the general partner of the MLP (the “General Partner”), Dunne Manning Inc. (formerly known as Lehigh Gas Corporation), a Delaware corporation (“LGC”), CST Services, LLC, a Delaware limited liability company (“CST”), and, for purposes of Article X of the Agreement only, Dunne Manning Stores, LLC (formerly known as Lehigh Gas-Ohio, LLC), a Delaware limited liability company (“LGO”), and, for purposes of Section 2.5, Article X and Article XI of the Agreement only, Joseph V. Topper, Jr. (“Topper”). The above-named entities are sometimes referred to in this Agreement each as a “Party” an

Cst Brands, Inc. – STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CST BRANDS, INC. (“Buyer”), THE JONES COMPANY, PATAGONIA PARTNERS, LLC AND JAMES A. WALKER, JR. (“Sellers”), solely for purposes of Section 4.12 and Section 9.13, THE COMPANIES (AS DEFINED HEREIN), and, solely for purposes of Section 4.4 and Section 4.12, JAMES C. JONES III AND PATRICK C. JONES November 24, 2015 (February 19th, 2016)

THIS STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of November 24, 2015, by and among (i) CST Brands, Inc., a Delaware corporation (“Buyer”); (ii) The Jones Company, a Georgia corporation (“Jones Company”), Patagonia Partners, LLC, a Georgia limited liability company (“Patagonia”), and James A. Walker, Jr. (“Walker,” and together with Patagonia and the Jones Company, “Sellers” and each individually a “Seller”); (iii) solely for purposes of Section 4.12 and Section 9.13, Flash Foods, Inc., a Georgia corporation, Fuel South, Inc., a Georgia corporation, Fuel South Express, Inc., a Georgia corporation, Bacon Grocery Company, Inc., a Georgia corporation, Cowford Holdings, LLC, a Georgia limited liability company (“Cowford”), and Kemp Ridge Holdings, LLC, a Georgia limited liability company (collectively the “Companies” and each a “Company”); and (iv) solely for purposes of Section 4.4 and Section 4.12, James C. Jones III and Patrick C. Jones (collectively “

Cst Brands, Inc. – FORM OF AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (US) (February 19th, 2016)

This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates (“Participant”), who agree as follows:

Cst Brands, Inc. – FOURTH AMENDMENT TO CREDIT AGREEMENT (February 4th, 2016)

This FOURTH AMENDMENT, dated as of January 29, 2016 (this “Amendment”), amends that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013, the Second Amendment dated as of September 30, 2014 and the Third Amendment dated as of December 5, 2014, and as further amended, supplemented, restated, or otherwise modified from time to time, the “Credit Agreement”), among CST BRANDS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), and the other agents named therein. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement.

Cst Brands, Inc. – Investor Update January 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The words “believe,” “expect,” “should,” “intends,” “estimates,” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ m (January 7th, 2016)
Cst Brands, Inc. – EMPLOYEE STOCK PURCHASE PLAN (November 30th, 2015)
Cst Brands, Inc. – Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The words “believe,” “expect,” “should,” “intends,” “estimates,” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projecte (November 25th, 2015)
Cst Brands, Inc. – CST Brands enters into definitive agreement to purchase Flash Foods store network (November 25th, 2015)

(SAN ANTONIO, TX) –– CST Brands, Inc. (NYSE: CST), a San Antonio-based Fortune 500 fuel and convenience retailer, announced today that it had entered into a definitive agreement to acquire the Flash Foods store network of convenience stores in Georgia and Florida from the Jones Company and its affiliates.

Cst Brands, Inc. – Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The words “believe,” “expect,” “should,” “intends,” “estimates,” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projecte (November 12th, 2015)
Cst Brands, Inc. – Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The words “believe,” “expect,” “should,” “intends,” “estimates,” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projecte (November 4th, 2015)
Cst Brands, Inc. – Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s or management’s expectations or predictions of the future are forward-looking statements are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The words “believe,” “expect,” “should,” “intends,” “estimates,” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward- look (September 14th, 2015)
CST Brands, Inc. – AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (Canada) (May 8th, 2015)

This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and //, a Non-Employee Director of the Company or one of its affiliates (“Participant”), who agree as follows:

CST Brands, Inc. – AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Award (May 8th, 2015)

This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and //, a Non-Employee Director of the Company or one of its affiliates (“Participant”), who agree as follows:

CST Brands, Inc. – Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s or management’s expectations or predictions of the future are forward-looking statements are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The words “believe,” “expect,” “should,” “intends,” “estimates,” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward- look (March 4th, 2015)
CST Brands, Inc. – CONTRIBUTION AGREEMENT (February 27th, 2015)

This Contribution Agreement (this “Agreement”), dated as of December 16, 2014 (the “Execution Date”), is entered into by and among CST Brands, Inc. (“CST”), a Delaware corporation, CST Services LLC (“CST Services”), a Delaware limited liability company and a wholly owned subsidiary of CST, and CrossAmerica Partners LP, a Delaware limited partnership (“CAPL”). Each of CST, CST Services and CAPL is a “Party” and, collectively, are the “Parties.”

CST Brands, Inc. – FIRST AMENDMENT (February 27th, 2015)

FIRST AMENDMENT, dated as of May 1, 2013 (this “Amendment”), to the Credit Agreement dated as of March 20, 2013 (as amended, supplemented, restated, or otherwise modified from time to time, the “Credit Agreement”), among CST BRANDS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the other agents named therein. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement.

CST Brands, Inc. – THIRD AMENDMENT TO CREDIT AGREEMENT (February 27th, 2015)