CONTRIBUTION AGREEMENTContribution Agreement • February 27th, 2015 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
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.”
GP PURCHASE AGREEMENT by and among LEHIGH Gas Corporation, as Seller, CST GP, LLC, as GP Buyer, and CST BRANDS, INC. Dated as of August 6, 2014Gp Purchase Agreement • February 27th, 2015 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This GP PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2014 (the “Execution Date”), is entered into by and among Lehigh Gas Corporation, a Delaware corporation (“LGC”), CST GP, LLC, a Delaware limited liability company (“GP Buyer”), and CST Brands, Inc., a Delaware corporation (“CST”). LGC, GP Buyer and CST are referred to collectively in this Agreement as the “Parties” and each individually as a “Party.” Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in Article X or elsewhere in this Agreement.
IDR PURCHASE AGREEMENT by and among The 2004 Irrevocable agreement of trust of Joseph V. Topper, SR., and The 2008 Irrevocable Agreement of Trust of John B. Reilly, JR., as IDR Sellers, CST BRANDS Holdings, LLC, as IDR Buyer, and CST BRANDS, INC....Idr Purchase Agreement • February 27th, 2015 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This IDR PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2014 (the “Execution Date”), is entered into by and among the 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. (the “Topper Trust”), the 2008 Irrevocable Agreement of Trust of John B. Reilly, Jr. (the “Reilly Trust” and together with the Topper Trust, the “IDR Sellers”), CST Brands Holdings, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of CST (“IDR Buyer”), and CST Brands, Inc., a Delaware corporation (“CST”). The IDR Sellers, IDR Buyer and CST are referred to collectively in this Agreement as the “Parties” and each individually as a “Party.” Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in Article IX or elsewhere in this Agreement.
