CONTRIBUTION AGREEMENTContribution Agreement • February 27th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline 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.”
Voting AgreementVoting Agreement • February 27th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of October 1, 2014, is entered into by and among CST Brands, Inc., a Delaware corporation (“CST”), and each of the persons listed on the signature page hereto (each, an “Equityholder”). Each Equityholder and CST are referred to collectively in this Agreement as the “Parties” and each individually as a “Party.”
FIRST AMENDMENTFirst Amendment • February 27th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
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.
ContractThird Supplemental Indenture • February 27th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 6, 2014, among CST Brands Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), and CST Brands Holdings, Inc., a Delaware corporation (“Holdings Inc.” and, together with Holdings LLC, the “Guaranteeing Subsidiaries”), each a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the existing Guarantors (as defined in the Indenture referred to herein) (the “Existing Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
ContractSupplemental Indenture • February 27th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of November 26, 2014, among CST Arizona, LLC, a Delaware limited liability company (“CST Arizona”), CST Louisiana, LLC, a Delaware limited liability company (“CST Louisiana”), CST Stations Texas, LLC, a Delaware limited liability company (“CST Stations”), N2I One, LLC, a Delaware limited liability company (“N2I One”), N2I Two, LLC, a Delaware limited liability company (“N2I Two”), and CST Management, Inc., a Delaware corporation (“CST Management” and, together with CST Arizona, CST Louisiana, CST Stations, N2I One and N2I Two, the “Guaranteeing Subsidiaries”), each a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the existing Guarantors (as defined in the Indenture referred to herein) (the “Existing Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
ContractIndenture • February 27th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2014, among CAPL Operations I, LLC, a Delaware limited liability company (“CAPL Operations”), and CAPL Holding, Inc., a Delaware corporation (“CAPL Holding” and, together with CAPL Operations, the “Guaranteeing Subsidiaries”), each a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the existing Guarantors (as defined in the Indenture referred to herein) (the “Existing Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
ContractSixth Supplemental Indenture • February 27th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 1, 2015, among CST Fuel Supply LP, a Delaware limited partnership (the “Guaranteeing Subsidiary”), a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the existing Guarantors (as defined in the Indenture referred to herein) (the “Existing Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 27th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
ContractSecond Supplemental Indenture • February 27th, 2015 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of August 29, 2014, among CST Real Estate Holdings, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the existing Guarantors (as defined in the Indenture referred to herein) (the “Existing Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
