Exhibit 10.19 2014 10K






Exhibit 10.19


THIRD AMENDMENT TO CREDIT AGREEMENT




This THIRD AMENDMENT, dated as of December 5, 2014 (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 and the Second Amendment dated as of September 30, 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.


W I T N E S S E T H


WHEREAS, the Borrower has requested that the Required Lenders agree to amend the
Credit Agreement as set forth herein;


NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:


SECTION 1. Amendments to Credit Agreement. Subject to satisfaction of the
conditions set forth in Section 3 hereof, the Borrower, the Lenders and the Administrative Agent hereby
agree that the Credit Agreement is amended as follows:


(a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following
defined term in proper alphabetical sequence therein:


““Captive Insurance Entity” means any captive insurance company established for the
primary purpose of insuring the Borrower and its Subsidiaries and that is or will be
subject to regulation as an insurance subsidiary.”


(b) The definition of “Consolidated EBITDA” appearing in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety as follows:


““Consolidated EBITDA” means, for any period (other than those periods described in
the last sentence of this definition), the sum of the following determined on a
Consolidated basis, without duplication, for the Borrower and its Restricted Subsidiaries
in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum
of the following, without duplication, to the extent deducted in determining Consolidated
Net Income for such period: (i) income tax expense for such period, (ii) total interest
expense for such period, (iii) amortization, depreciation and other non-cash charges for
such period (except to the extent that such non-cash charges are reserved for cash charges
to be taken in the future), (iv) extraordinary losses during such period, (v) Transaction
Costs in an aggregate amount not to exceed $15,000,000, plus (c) cash dividends and
distributions to the Borrower or a Restricted Subsidiary from the MLP on account of
Common Units and incentive distribution rights in the MLP held by the Borrower or a
Restricted Subsidiary, plus (d) cash gains to the Borrower or any of its Restricted
Subsidiaries as a result of any Drop Down Transaction (provided that the aggregate
amount added back pursuant to this clause (d) for any four calendar quarter period shall
not exceed 25% of Consolidated EBITDA, calculated after giving effect to this clause











(d), for such period), less (e) non-cash interest income and any extraordinary gains during
such period. For purposes of this Agreement, Consolidated EBITDA (other than for the
calendar quarter ending March 31, 2013) shall be adjusted on a Pro Forma Basis. For
purposes of any calculations under the Loan Documents, Consolidated EBITDA shall be
deemed to be: $63.2 million for the calendar quarter ending September 30, 2012 and
$128.1 million for the calendar quarter ending December 31, 2012.”


(c) The definition of “Material Subsidiary” appearing in Section 1.1 of the Credit
Agreement is hereby amended by inserting the following sentence immediately at the end of such
definition:


“Notwithstanding the foregoing, in no event shall the Captive Insurance Entity be
considered a Material Subsidiary, and the book value of its assets shall not be included in
the calculations involved in clause (b) of the proviso of this definition.”


(d) Section 8.6 of the Credit Agreement is hereby amended by inserting the words “or
with the Captive Insurance Entity, in each case,” immediately following the first parenthetical appearing
in clause (a) of such Section.


(e) Section 9.7(i) of the Credit Agreement is hereby amended by inserting the following
proviso immediately at the end of such Section:


“; provided that, with respect to transactions between the Borrower or any Restricted
Subsidiary, on the one hand, and the Captive Insurance Entity, on the other hand, only (i)
Investments permitted by Section 9.3, (ii) payments of insurance premiums by the
Borrower or any Restricted Subsidiary to the Captive Insurance Entity and (iii) payment
by the Borrower and its Restricted Subsidiaries of the administrative expenses and
overhead of, and provision of administrative services to, the Captive Insurance Entity
shall be permitted by this Section 9.7(i);”


(f) Article IX of the Credit Agreement is hereby amended by inserting a new Section
9.18 at the end of such Article:


“SECTION 9.18. Restrictions Regarding Captive Insurance Entity. (a) The Borrower
will not, at any time, own less than 100% of the Capital Stock of the Captive Insurance
Entity and (b) the Captive Insurance Entity shall not engage in any business, or have any
operations or liabilities, other than providing insurance services in the nature of a
“captive” insurance company and activities and liabilities reasonably related thereto.”


(g) Section 10.1(l) of the Credit Agreement is hereby amended by inserting the words
“or by the Captive Insurance Entity” immediately following the words “independent third party
insurance” appearing therein.


(h) Section 10.1(m) of the Credit Agreement is hereby amended by (i) deleting the words
“or self-insurance” appearing therein and (ii) inserting the words “or by the Captive Insurance Entity”
immediately following the words “independent third party insurance” appearing therein.


SECTION 2. Representations and Warranties. In order to induce the other parties hereto
to enter into this Amendment and to agree to amend the Credit Agreement in the manner provided herein,
each Credit Party represents and warrants that the following statements are true and correct as of the









Effective Date (as defined below), which representations and warranties shall survive the execution and
delivery of this Amendment:


(a) Each Credit Party has the corporate or other organizational right, power and authority
and has taken all necessary corporate and other action to authorize the execution and delivery of this
Amendment and the performance of this Amendment and, in the case of the Borrower, the Credit
Agreement as amended by this Amendment (the “Amended Credit Agreement”), in accordance with their
respective terms. This Amendment has been duly executed and delivered by the duly authorized officers
of each Credit Party, and each of this Amendment and, in the case of the Borrower, the Amended Credit
Agreement constitutes the legal, valid and binding obligation of each Credit Party, enforceable in
accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws from time
to time in effect which affect the enforcement of creditors’ rights in general and the availability of
equitable remedies.


(b) The execution, delivery and performance by each Credit Party of this Amendment
and the performance by the Borrower of the Amended Credit Agreement (a) do not require any
Governmental Approval or any consent by or approval of any other third Person (including shareholders
or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is
any such Governmental Approval or other consent or approval necessary for the validity or enforceability
of this Amendment and the Amended Credit Agreement or the consummation of the transactions
contemplated thereby, except (i) such as have been obtained or made and are in full force and effect, (ii)
those third party approvals or consents which, if not made or obtained, would not cause a Default
hereunder or could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, and (iii) the filing of any required documents with the SEC, (b) will not violate any
Applicable Law (except for such violations that would not reasonably be expected to have a Material
Adverse Effect) or the articles of incorporation, bylaws or other organizational documents of the
Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture,
agreement or other instrument evidencing Indebtedness over the Threshold Amount binding upon the
Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any
payment to be made by the Borrower or such Restricted Subsidiary and (d) will not result in the creation
or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than
Permitted Liens).


(c) The representations and warranties made by any Credit Party in or pursuant to the
Amended Credit Agreement are true and correct in all material respects, except for any representation and
warranty that is qualified by materiality or reference to Material Adverse Effect, which such
representation and warranty shall be true and correct in all respects as of the Effective Date with the same
effect as if made on and as of such date (except for any such representation and warranty that by its terms
is made only as of an earlier date, which representation and warranty shall remain true and correct in all
material respects, except for any representation and warranty that is qualified by materiality or reference
to Material Adverse Effect, which such representation and warranty shall be true and correct in all
respects as of such earlier date).


(d) No Default or Event of Default has occurred and is continuing or would result from
giving effect to this Amendment.


SECTION 3. Conditions Precedent. This Amendment shall become effective upon the
date (such date, the “Effective Date”) that each of the following conditions precedent shall have been
satisfied:











(a) The Administrative Agent shall have received executed counterparts to this
Amendment duly executed and delivered by (i) each Credit Party and (ii) the Required Lenders.


(b) The representations and warranties of the Credit Parties set forth in Section 2(a)-(c)
above shall be true and correct in all material respects as of the Effective Date, except for any
representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which
such representation and warranty shall be true and correct in all respects as of the Effective Date with the
same effect as if made on and as of such date (except for any such representation and warranty that by its
terms is made only as of an earlier date, which representation and warranty shall remain true and correct
in all material respects, except for any representation and warranty that is qualified by materiality or
reference to Material Adverse Effect, which such representation and warranty shall be true and correct in
all respects as of such earlier date).


(c) No Default or Event of Default shall have occurred and be continuing or would result
from giving effect to this Amendment.


(d) The Administrative Agent shall have received a certificate from a Responsible
Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent
certifying as to the satisfaction of the condition set forth in clauses (b) and (c) above.


SECTION 4. Reaffirmation. Each Credit Party hereby expressly acknowledges the
terms of this Amendment and the Amended Credit Agreement and reaffirms, as of the date hereof, (i) the
covenants and agreements contained in each Loan Document to which it is a party, including, in each
case, such covenants and agreements as in effect immediately after giving effect to this Amendment and
the transactions contemplated hereby, (ii) its guarantee of the Secured Obligations pursuant to the
Guarantee and Collateral Agreement and (iii) its grant of Liens on the Collateral to secure the Secured
Obligations pursuant to the Security Documents.


SECTION 5. Effects on Loan Documents. Except as specifically amended herein, the
Credit Agreement shall continue to be in full force and effect and is hereby in all respects ratified and
confirmed. This Amendment shall not operate as a waiver of any right, power or remedy of any Lender
or Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan
Documents. This Amendment shall constitute a “Loan Document” for all purposes of the Credit
Agreement and the other Loan Documents, and on and after the Effective Date, each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring
to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a
reference to the Amended Credit Agreement.


SECTION 6. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT
AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN
CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES TO THE
PROVISIONS OF SECTION 12.5 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WAS SET
FORTH IN FULL HEREIN.


SECTION 7. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties hereto on separate counterparts, including by means of
facsimile or electronic transmission (including .pdf format), each of which when so executed and
delivered shall be an original, but all of which shall together constitute one and the same instrument.











SECTION 8. FATCA. For purposes of determining withholding Taxes imposed under
FATCA, from and after the Effective Date, the Borrower and the Administrative Agent shall treat (and
the Lenders hereby authorize the Borrower and the Administrative Agent to treat) the Credit Agreement
and the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury
Regulation Section 1.1471-2(b)(2)(i).




[Signature pages follow]


























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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
                


BORROWER:


CST BRANDS, INC.




By:         /s/ Clayton E. Killinger            
Name:    Clayton E. Killinger
Title:    Senior Vice President and Chief Financial Officer




SUBSIDIARY GUARANTORS:


CST DIAMOND, L.P.


By: Emerald Marketing, Inc., its General Partner


By:          /s/ Clayton E. Killinger            
Name:    Clayton E. Killinger
Title:    Senior Vice President and Chief Financial Officer




CST SECURITY SERVICES, INC.




By:          /s/ Clayton E. Killinger            
Name:    Clayton E. Killinger
Title:    Senior Vice President and Treasurer



Signature Page to Third Amendment








AUTOTRONIC SYSTEMS, INC.
BIG DIAMOND, LLC
BIG DIAMOND NUMBER 1, LLC
CST ARKANSAS STATIONS, LLC
CST CALIFORNIA STATIONS, INC.
CST MARKETING AND SUPPLY COMPANY
CST METRO LLC
CST SERVICES LLC
CST USA INC.
CST ARIZONA STATIONS, INC.
CST SHAMROCK STATIONS, INC.
EMERALD MARKETING, INC.
NATIONAL CONVENIENCE STORES INCORPORATED
SIGMOR BEVERAGE, INC.
SIGMOR COMPANY, LLC
SIGMOR NUMBER 5, INC.
SIGMOR NUMBER 43, INC.
SIGMOR NUMBER 79, INC.
SIGMOR NUMBER 80, INC.
SIGMOR NUMBER 103, INC.
SIGMOR NUMBER 105, INC.
SIGMOR NUMBER 119, INC.
SIGMOR NUMBER 178, INC.
SIGMOR NUMBER 196, INC.
SIGMOR NUMBER 238, INC.
SIGMOR NUMBER 259, INC.
SIGMOR NUMBER 422, INC.
SKIPPER BEVERAGE COMPANY, LLC
SUNSHINE BEVERAGE CO.
TOC-DS COMPANY
VALLEY SHAMROCK, INC.
CST DIAMOND HOLDINGS LLC
REAL ESTATE VENTURES, LLC
ELR, LLC
CST REAL ESTATE HOLDINGS, LLC
CST BRANDS HOLDINGS, LLC
CST BRANDS HOLDINGS, INC.
CST ARIZONA, LLC
CST LOUISIANA, LLC
CST STATIONS TEXAS, LLC
CST MANAGEMENT, INC.




By:          /s/ Clayton E. Killinger            
Name:    Clayton E. Killinger
Title:    Senior Vice President and Chief Financial Officer 





Signature Page to Third Amendment








N2I ONE, LLC
N2I TWO, LLC




By:         /s/ Gerard J. Sonnier                
Name:    Gerard J. Sonnier
Title:    Senior Vice President and Secretary




CAPL HOLDING, INC.
CAPL OPERATIONS I, LLC




By:         /s/ Gerard J. Sonnier                
Name:    Gerard J. Sonnier
Title:    Senior Vice President, Secretary and General Counsel

Signature Page to Third Amendment








WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender 


By:     /s/ Nathan R. Rantala                
Name:     Nathan R. Rantala
Title:    Director

Signature Page to Third Amendment








JPMORGAN CHASE BANK, N.A., as Issuing Lender and  Lender 


By:    /s/ Lauren Baker                
Name:     Lauren Baker
Title:    Vice President







Signature Page to Third Amendment








The Royal Bank of Scotland plc, as Lender 


By:    /s/ Steve Ray                
Name:     Steve Ray
Title:    Director





Signature Page to Third Amendment








The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Lender 


By:    /s/ Todd Vaubel                
Name:     Todd Vaubel
Title:    Vice President





Signature Page to Third Amendment








ROYAL BANK OF CANADA, as Issuing Lender and Lender 


By:    /s/ Gordon MacArthur                
Name:     Gordon MacArthur
Title:    Authorized Signatory





Signature Page to Third Amendment








FIFTH THIRD BANK, as Lender 


By:    /s/ Brian Anderson                
Name:     Brian Anderson
Title:    Vice President





Signature Page to Third Amendment








Mizuho Bank, Ltd., as Lender 


By:    /s/ Leon Mo                    
Name:     Leon Mo
Title:    Authorized Signatory





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Bank of America, N.A., as Lender 


By:    /s/ R. Mark Bearfield                
Name:     R. Mark Bearfield
Title:    Senior Vice President





Signature Page to Third Amendment








Regions Bank, as Lender 


By:    /s/ Brian King                    
Name:     Brian King
Title:    Vice President





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BOKF, NA dba Bank of Texas, as Lender 


By:    /s/ Marian Livingston                    
Name:     Marian Livingston
Title:    Senior Vice President



Signature Page to Third Amendment








The Northern Trust Company, as Lender 


By:     /s/ Keith Burson                
Name:     Keith Burson
Title:    Vice President





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Cadence Bank, N.A., as Lender 


By:     /s/ Mike Ross                    
Name:     Mike Ross
Title:    Executive Vice President







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The Bank of Nova Scotia, as Issuing Bank and Lender 


By:    /s/ John Frazell                    
Name:     John Frazell
Title:    Director





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Scotiabanc Inc., as Lender 


By:     /s/ J.F. Todd                    
Name:     J.F. Todd
Title:    Managing Director





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PNC BANK, NATIONAL ASSOCIATION, as Lender 


By:    /s/ Jonathan Luchansky                
Name:     Jonathan Luchansky
Title:    Assistant Vice President





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U.S. Bank National Association, as Lender 


By:     /s/ Mark D. Rodgers                
Name:     Mark D. Rodgers
Title:    Vice President



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Branch Banking & Trust Company, as Lender 


By:     /s/ Matt McCain                
Name:     Matt McCain
Title:    Senior Vice President





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CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as Lender 


By:     /s/ Richard Antl                    
Name:     Richard Antl
Title:    Authorized Signatory






By:     /s/ Trudy Nelson                
Name:     Trudy Nelson
Title:    Authorized Signatory







Signature Page to Third Amendment








Compass Bank, as Lender 


By:     /s/ Collis Sanders                
Name:     Collis Sanders
Title:    Executive Vice President





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Whitney Bank, as Lender 


By:     /s/ Paul W. Cole                
Name:     Paul W. Cole 
Title:    Senior Vice President







Signature Page to Third Amendment








CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender 


By:     /s/ Christopher Day            
Name:     Christopher Day
Title:    Authorized Signatory






By:     /s/ Samuel Miller            
Name:     Samuel Miller
Title:    Authorized Signatory







Signature Page to Third Amendment








Frost Bank, as Lender 


By:     /s/ Sarah Cernosek                
Name:     Sarah Cernosek
Title:    Vice President







Signature Page to Third Amendment