SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement • October 3rd, 2014 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
This SECOND AMENDMENT, dated as of September 30, 2014 (this “Amendment”), amends (i) that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013 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 and (ii) that certain Guarantee and Collateral Agreement dated as of May 1, 2013 (as amended, supplemented, restated, or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) among the Borrower, the Subsidiaries of the Borrower from time to time party thereto and the Administrative Agent. Capitalized terms used but not defined herein have the meanings
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2014 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of October 1, 2014, is entered into by and among CST Brands, Inc., a Delaware corporation (“CST”), the 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. (the “Topper Trust”) and the 2008 Irrevocable Agreement of Trust of John B. Reilly, Jr. (“Reilly Trust,” and, together with the Topper Trust, the “Trusts”). CST and the Trusts are each referred to individually herein as a “Party” and collectively herein as the “Parties.” Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in Section 1.1 or elsewhere in this Agreement.
