**Exhibit 3.42**

 

 

**SECRETARYOF STATE**

 

***As Secretary of State, of the State ofLouisiana, I do hereby Certify that*** the annexedand following is a True and Correct copy of the Articles of Incorporation,Initial Report, Notice of Change, Notice of Intent to Revoke, Application forReinstatement and 2005 Annual Report of

 

FUEL STOP 36, INC.

 

A LOUISIANA CORPORATION domiciled at LAKE CHARLES,

 

As shown by comparison with documents filed and recorded in this Office.

 

 
| ***In testimony whereof, I have hereunto set***    | *** *** | ****** |
|----------------------------------------------------|--------------|--------|
| ***my hand and caused the Seal of my Office***     | *** *** |
| ***to be affixed at the City of Baton Rouge on,*** | * *     |
| December 2,  2005                             |         |
|                                               |         |
| /s/ Al Ater                                        |         |
|                                               |         |
| ABA  343328210D                                    |         |
|                                               |         |
| ***Secretary of State***                           |         |
| *** ***                                       |         |

 

CERTIFICATE SS 102 PRINTED SEAL (Rev. 07/05)

 

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ARTICLES OF INCORPORATIONOF

FUEL STOP 36, INC

 

STATE OF LOUISIANA

 

PARISH OF CALCASIEU

 

BE IT KNOWN, that on this 24 dayof August 1989, personally came and appeared before me, the undersignedduly qualified Notary Public, the subscribers hereto, each of the full age ofmajority, who declared to me, in the presence of the undersigned competentwitnesses, that, for purposes of forming a corporation for profit in accordancewith the Louisiana Business Corporations Law, they do hereby adopt thefollowing Articles of Incorporation:

 

ARTICLE I.

 

The name of this corporationis Fuel Stop 36, Inc.

 

ARTICLE II.

 

The objects and purposes forwhich this corporation is organized and the nature of the business to becarried on by it are stated and declared to be as follows:

 

To enter into any business oractivity lawful under the laws of the State of Louisiana, either for its ownaccount, or for the account of others as agent, and either as agent orprincipal to enter upon or engage in any kind of business or activity of anynature whatsoever in which corporations organized under the Louisiana BusinessCorporations Law may engage; and to the extent not prohibited thereby to enterupon and engage in any kind of business or activity of any nature whatsoever,in any state of the United States of America, any foreign nation, and anyterritory of any country to the extent permitted by the laws of such state,nation or territory; and to have and exercise all the express, implied andincidental powers conferred by the laws of the State of Louisiana or by anyother applicable governmental body or agency.

 

ARTICLE III

 

The Corporation hasauthority to issue an aggregate of 100 shares of capital stock, all of whichare designated common stock having no par value per share.

 

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ARTICLE IV

 

Shareholders shall havepreemptive rights.

 

ARTICLE V

 

Whenever the affirmative voteof shareholders is required to authorize or constitute corporate action, theconsent in writing to such action signed only by shareholders holding thatproportion of the total voting power or the question which is required by lawor by these Articles of Incorporation shall be sufficient for the purpose,without necessity for a meeting of shareholders.

 

ARTICLE VI

 

The number of members of theBoard of Directors shall be such number as may be designated from time to timein the by -laws, and if not so designated, as may from time to time be electedby the shareholders. Any director absent from a meeting of the Board ofDirectors or any committee thereof may be represented by any other director asproxy, who may cast the vote of the absent director according to the writteninstructions, general or special, of the absent director.

 

ARTICLE VII

 

Cash, property or sharedividends, shares issuable to shareholders in connection with a reclassificationof stock, or the redemption price of redeemed shares, which are not claimed bythe shareholders entitled thereto within one year after the dividend orredemption price became payable or the shares became issuable, despitereasonable efforts by the Corporation to pay the dividend or redemption priceor deliver the certificates for the shares to such shareholders within suchtime, shall, at the expiration of such time, revert in full ownership to theCorporation, and the Corporation’s obligation to pay such dividend orredemption price or issue such shares, as the case may be, shall thereuponcease; provided that the Board of Directors may, at any time, for any reasonsatisfactory to it, but need not, authorize (1) payment of the amount ofany cash or property dividend or redemption price or (2) issuance of anyshares, ownership of which has reverted to the Corporation pursuant to thisArticle, to the entity who or which would be entitled thereto had suchreversion not occurred.

 

ARTICLE VIII

 

A. Except as to transfer ondeath or gift of the stock of a stockholder to his spouse or**linear descendents, no stock in thiscorporation shall be transferred unless the stock shall have been

 

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first offered for sale to the corporation, and, ifthe corporation shall fail or refuse to accept the offer, to each of the otherstockholders of this corporation. The offeree shall have an option to purchasethe stock to be transferred at the following price: at the same price and onthe same terms and conditions as the offeror shall have been offered by a thirdperson at arm’s length, acting in good faith. The offer shall be in writing andshall set forth the price and terms on which the stock is offered. It shall besent by certified mail to the President and Secretary of the corporation and toeach stockholder at the address listed on the corporation books. The right totransfer stock shall not exist until the corporation and all existingstockholders either refuse in writing the offer so made, or waive therequirement of an offer in writing, or until they fail for a period of thirty(30) days after receipt of the written offer to accept it by compliance withthe terms therein set forth. Regulations as to the formalities and proceduresto be followed in effecting the transfer may be prescribed in the by-laws ofthe corporation.

 

B.                                     Should the corporation be unable or unwillingfor any**reason to exercise its option as granted above, theoption may be exercised by such stockholders as desire to exercise it,**inthe proportions in which these stockholders hold stock in the corporation.

 

C.                                     After the expiration of the option period, notransfer at a price less than has been offered to the corporation and the otherstockholders, or on terms or conditions varying from those stated in the letternotifying the corporation and the stockholders of a proposal to transfer, shallbe valid, until the rights shall have been offered to the corporation and the stockholdersto purchase the stock proposed to be transferred at the precise price and onthe precise terms and conditions which were offered to or by the stockholderwho proposes to transfer his stock.

 

D.                                    The stockholders in this corporation may makearrangements, either in by-laws or by a shareholder agreement, betweenthemselves relative to the purchase, among themselves, of the stock of thiscorporation in the event of the death, insanity, retirement or disability ofany stockholder, and in the event of a transfer of his stock by donation to thestockholder’s spouse and linear descendants. A copy of any such agreement shall be filed with the Secretary of thiscorporation, and the provisions of any such agreement shall be binding upon thepersons who are parties to it and their respective heirs, administrators,legatees, executors, successors, and assigns.

 

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E.                                      Except as to transfer on death or gift of thestock of a stockholder to his spouse or linear descendants (which shall be**controlledif at all by the by-laws or by a shareholder agreement), no sale, mortgage,pledge, conveyance, transfer, seizure, donation sale under legal process ofattachment or by virtue of any pledge or hypothecation, and no other disposalof stock of any nature whatsoever shall have any effects as related to thecorporation or its stockholders, nor shall it be valid in any fashion until theoption period provided above shall have expired.

 

F.                                      The provisions of this Article or anypart thereof may be altered and superseded by written shareholder agreements unanimouslyagreed upon and entered into by the corporation and all shareholders.

 

ARTICLE IX

 

Directors and officers of theCorporation shall not be personally liable to the Corporation or itsshareholders for monetary damages for breach of fiduciary duty as a director orofficer for any act or omission, except for liability (i) for any breachof the director’s or officer’s duty of loyalty to the Corporation or itsshareholders; (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or knowing violation of law; (iii) forliability under Section 92(D) of the Louisiana Business CorporationLaw; or (iv) for any transaction from which the director or officerderives in improper personal benefit.

 

If the Louisiana BusinessCorporation Law is hereafter amended to authorize corporate action furthereliminating or limiting the personal liability of directors or officers, thenthe liability of a director or an officer of the Corporation shall beeliminated or limited to the fullest extent permitted by the Louisiana BusinessCorporation Law, as so amended, or by any other successor provision orprovisions.

 

Any repeal or modification ofthis Article by the shareholders of the Corporation shall not adverselyaffect any right or protection of a director or officer of the Corporationunder this Article with respect to any act or omission occurring prior tothe time of such repeal or modification.

 

ARTICLE X

 

The name and post officeaddress of the incorporators are:

 
| Roger L. Miller          | Robert E. Christman    |
|--------------------------|------------------------|
| 2712* *Oliver  Road | 809 Henrietta Lane     |
| Westlake, LA 70669       | Lake Charles, LA 70605 |

 

THUS DONE AND SIGNED in LakeCharles, Louisiana, on the day, month and year set forth above, in the presenceof the the

 

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undersigned competent witnesses and me, Notary, afterreading of the whole.

 
| WITNESSES:      |       | INCORPORATORS:          |
|-----------------|------------|-------------------------|
|            |       |                    |
| /s/ [ILLEGIBLE] |       | /s/ Roger L. Miller     |
|            |       | ROGER L. MILLER         |
|            |       |                    |
| /s/ [ILLEGIBLE] |       | /s/ Robert E. Christman |
|            |       | ROBERT E. CHRISTMAN     |
|            |       |                    |
|            |       |                    |
|            | BEFORE ME: | /s/  [ILLEGIBLE]        |
|            |       | NOTARY  PUBLIC          |

 

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INITIAL REPORT

 

OF

 

FUEL STOP 36, INC.

 

I.

 

The corporation’s registeredoffice is located at municipal address 135 La. Highway 397, Lake Charles,Louisiana 70601.

 

II.

 

Its registered agents andtheir municipal addresses are:

 

Roger L. Miller

2712 Oliver Road

Westlake, LA 70669

 

Robert E. Christman

809 Henrietta Lane

Lake Charles, LA 70605

 

III.

 

Its first directors and theirmunicipal addresses are:

 
| Roger L. Miller        | Yvonne L. Miller       |
|------------------------|------------------------|
| 2712 Oliver            | 2712 Oliver Road       |
| Westlake, LA 70669     | Westlake, LA 70669     |
|                   |                   |
| Robert E. Christman    | Louise C. Christman    |
| 809 Henrietta Lane     | 809 Henrietta Lane     |
| Lake Charles, LA 70605 | Lake Charles, LA 70605 |

 

Executed by the Incorporatorson this 24 day of August, 1989,at Lake Charles, Louisiana.

 

 
|   | /s/ Roger L. Miller     |
|--------|-------------------------|
|   | ROGER L. MILLER         |
|   |                    |
|   | /s/ Robert E. Christman |
|   | ROBERT E. CHRISTMAN     |

 

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**AFFIDAVITOF ACCEPTANCE OF APPOINTMENT**

**BYDESIGNATED REGISTERED AGENTS**

**ACT 769 OF1987**

 

To the State Corporation Department

State of Louisiana

 

STATE OF LOUISIANA

 

PARISH OF CALCASIEU

 

On this 24 day of August, 1989, before me, aNotary Public in and for the State and Parish aforesaid, personally came andappeared Roger L. Miller and Robert E. Christman, who are to me known to be thepersons and who, being duly sworn, acknowledged to me that they each do herebyaccept appointment as the Registered Agents of Fuel Stop 36, Inc., which is aCorporation authorized to transact business in the State of Louisiana pursuantto the provisions of the Title 12, Chapter 1, 2 and 3.

 

 
|                               | /s/ Roger L. Miller                   |
|------------------------------------|---------------------------------------|
|                               | ROGER L. MILLER, REGISTERED AGENT     |
|                               |                                  |
|                               |                                  |
|                               | /s/ Robert E. Christman               |
|                               | ROBERT E. CHRISTMAN, REGISTERED AGENT |
|                               |                                  |
|                               |                                  |
| Subscribed  and sworn to before me |                                  |   |
| on the day,  month and year        |                                  |   |
| first above  set forth             |                                  |   |
|                               |                                  |   |
| [/s/ ILLEGIBLE]                    |                                  |   |
| NOTARY  PUBLIC                     |                                  |   |

 

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FUEL STOP 36, INC.

 

NOTICE OFCHANGE OF LOCATION OF REGISTERED OFFICE

 
| Name of Corporation: | Fuel Stop 36, Inc.         |
|----------------------|---------------------------------|
|                 |                            |
| Registered Office:   | 108 North Highway 397           |
|                 | Lake Charles, Louisiana 70605 * |

 

SIGNED at Lake Charles, Louisiana, on this 25day of January, 1990.

 

 
|                           | /s/ Roger L. Miller        |   |
|--------------------------------|----------------------------|--------|
|                           | ROGER L. MILLER, President |
|                           |                       |
| ATTEST:                        |                       |
|                           |                       |
| /s/ Robert E. Christman        |                       |   |
| ROBERT E. CHRISTMAN, Secretary |                       |
|                                |                            |        |  |

 

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| *Preferable  address for mailing purposes: | P.O. Box 16621                |
|--------------------------------------------|------------------------------------|
|                                       | Lake Charles, Louisiana 70616-6621 |

 

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FUEL STOP 36, INC.

 

MINUTES OFMEETING OF BOARD OF DIRECTORS

 

A unanimous consent agreement of the Board ofDirectors of Fuel Stop 36, Inc. was executed on the 25 day of January,1990, executed by each member of the Board, to-wit:

 

IT IS HEREBY RESOLVED THAT the registeredoffice of Fuel Stop 36, Inc. be changed to 108 North Highway 357, Lake Charles,Louisiana 70605, and that the officers of this corporation are authorized anddirected to execute all documents and take whatever action is necessary toeffect the change of location of the registered office.

 

CERTIFICATE

 

I HEREBY CERTIFY that the above and foregoingis true and correct extract taken from a unanimous consent agreement of theBoard of Directors of Fuel Stop 36, Inc. executed on the 25 day ofJanuary, 1990, and the same has not been amended, revoked or rescindedsubsequent to its adoption.

 

ATTEST my official signature at Lake Charles,Louisiana, on this 25 day of January, 1990.

 

 
|   | /s/ Robert E. Christman        |   |
|--------|--------------------------------|--------|
|   | ROBERT E. CHRISTMAN, Secretary |

 

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|                                                                                                 |   | STATE OF  LOUISIANA  SECRETARY OF STATE |   | Commercial  (226) 025-4704

Administrative  Services  (225) 822-0415

Fax  (225) 825-4726

(225) 022-0435

Fax-On-Demand  (225) 022-2044

Uniform  Commercial Code  (225) 342-5542

 

Fax  (225) 342-7011 |
|------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **W. FOX  MCKEITHEN  SECRETARY OF STATE**                                                            |   |                                         |   |
|                                                                                                 |   |                                    |
| **HELEN J.  CUMBO  ADMINISTRATOR**                                                                   |   |                                    |
|                                                                                                 |   |                                    |
|                                                                                                 |   |                                    |
| October 15, 1997

 

 

ROGER L. MILLER

2712 OLIVER ROAD

WESTLAKE, LA 70669

  |   |                                    |

 
| RE:    | 34338210D 34600160 |
|--------|--------------------|
|   | FUEL STOP 36, INC. |

 

 

Gentlemen:

 

In accordance with the provisions of R.S. 12:163, whereby a corporationhas failed to file an annual report for three consecutive years, the Secretaryof State is directed by law to revoke the Articles of Incorporation.

 

You are hereby notified that the articles of incorporation andfranchise of your corporation will be revoked unless the corporation placesitself in good standing. The revocation shall become effective thirty (30) daysfrom the date of this letter.

 

Please disregard if the corporation has filed its current annual reportwith the Secretary of State prior to receipt of this notice.

 

Forms are available upon request from this office by calling (504)925-4704.

 

 

Sincerely,

 

 
| /s/ Earl Wayne Watts               |   |
|------------------------------------|--------|
| Earl Wayne Watts                   |
| First Assistant Secretary of State |

 

 

**MailingAddress: P.O. Box 94125, Baton Rouge, LA 70604-9125**

**OfficeLocation: 3851 Lason Lane, Baton Rouge, LA 70808**

**Web SiteAddress: www.sec.state.la.us**

 

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| **W. Fox  McKeithen  Secretary of State**                                                                              | **APPLICATION  FOR REINSTATEMENT  OF A DOMESTIC CORPORATION**(R.S. 12:163) |
|------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|
| **Domestic  Corporation  Enclose $60.00 filing fee  Make remittance payable to  Secretary of State  Do not send cash** | **Return to:**                                                             | **Corporations  Division  P.O. Box 94125  Baton Rouge, LA 70804-9125  Phone (504) 925-4704** |

 

STATE OF Louisiana

 

PARISH OF Calcasieu

 

Corporation Name: FUEL STOP 36, INC

 

It is hereby requested that you reinstate the above referencedcorporation as of the date of receipt of this application for reinstatement,current annual report and the fee of $60, plus the fee for filing the currentannual report as required by R.S. 12:163(E), as amended by Act 714 of 1984.

 

The certificate of Incorporation and articles of Incorporation shall bereinstated provided (i) a suit for liquidation or receivership of thecorporation has not been filed at the time reinstatement is applied for and, (ii) ifa suit for liquidation or receivership of the corporation has been so filed, aunanimous written consent to the reinstatement by the shareholders, certifiedby the corporation’s secretary to contain the signatures of all shareholders,is filed with the Secretary of State with the application for reinstatement;and (iii) an application for reinstatement signed and acknowledged by anofficer of the corporation, the reinstatement fee, and the current annualreport is filed with the Secretary of State within three (3) years fromthe effective date of revocation, or as otherwise provided by law.

 
|   | /s/ Robert  E. Christman                                                          |
|--------|-----------------------------------------------------------------------------------|
|   | Robert E. Christman          Officer |
|   |                                                                              |
|   | Secretary/Treasurer                                                               |
|   | Title                                                                             |

 

 

BEFORE ME, the undersigned authority, dulycommissioned and qualified within and for the State and Parish aforesaid,personally came and appeared Robert E. Christman, to me known to be theidentical person who executed the above and foregoing instrument, who declaredand acknowledged to me, Notary, that he executed the above and foregoinginstrument of his own free will, as his own act and deed, for the uses,purposes and benefits therein expressed.

 

 

Sworn to and subscribed before me at Lake Charles, LA, this 9thday of December, 1997.

 
|   | /s/ Anita G.  Simeon |   |
|--------|----------------------|--------|
|   | Notary               |   |

 
| s350 Rev. 2/91 | (See  instructions on back) |
|----------------|-----------------------------|

 

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| **W. Fox McKeithen**

**Secretary of State**

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | DOMESTIC  CORPORATION  ANNUAL REPORT  For Period Ending  August 25, 2005                                                                                              |                                                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|
| **Mailing Address Only**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **(INDICATE  CHANGES TO THIS ADDRESS IN THIS BOX)**                                                                                                                        | **(INDICATE  CHANGES TO THIS ADDRESS IN THIS BOX)** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                       |
| 34338210 D                                                                                                                                                                                                                       415

FUEL STOP 36, INC.

P. O. BOX 16621

LAKE CHARLES, LA  70616-6621 | Registered Office Address in Louisiana            (Do Not Use P. O. Box)  108 N. HIGHWY 397  LAKE CHARLES, LA 70615 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Federal  Tax ID Number**

 

721150382                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Issued Shares                                                                                                                                                              |

 

Our records indicate the following registered agents for the corporation.Indicate any changes or deletions below. All agents must have a Louisianaaddress. Do not use a P. O. Box.**A NEW REGISTERED AGENT REQUIRES A NOTARIZEDSIGNATURE.**

 

  ROGER L. MILLER

6128 WHITE OAK DR./LAKE CHARLES, LA 70615

 

  ROBERT E. CHRISTMAN

809 HENRIETTA LANE/LAKE CHARLES, LA 70605

 

[SEAL]

 
| I hereby accept the appointment of  registered agent(s). |   | Sworn to and subscribed before me, on  NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY # |
|----------------------------------------------------------|--------|-------------------------------------------------------------------------------------------|
|                                                     |   |                                                                                      |
| /s/ Robert E. Christman                                  |   | /s/ Anita G. Simeon                                                                       |
| New Registered  Agent Signature                          |   | Notary  Signature                                                                         |

 

Our records indicate the following officers or directors for thecorporation. Indicate any changes or deletions below. If space is needed foradditional officers/directors, attach an addendum. Include addresses. Do notuse a P. O. Box. Indicate all offices held by each individual listed.

 
| ROGER L.  MILLER                          | PRES       |
|-------------------------------------------|------------|
| 6128 WHITE OAK DR./LAKE CHARLES, LA 70615 |       |
|                                      |       |
| YVONNE L.  MILLER                         | VICE PRES  |
| 6128 WHITE OAK DR./LAKE CHARLES, LA 70615 |       |
|                                      |       |
| ROBERT E.  CHRISTMAN                      | SECT/TREAS |
| 809 HENRIETTA LANE/LAKE CHARLES, LA 70605 |       |
|                                           |            |  |

 
|   | SECRETARY OF  STATE   |
|--------|-----------------------|
|   |                  |
|   | 2005 AUG - 8  AM 9:37 |
|   |                  |

 
| ** ** | To be signed  by an officer, director or agent |   | Title          |      | Phone  |        | Date   |
|------------|------------------------------------------------|--------|----------------|-----------|--------|-------------|--------|
| ** ** |                                           |   |           |      |   |        |   |
| **SIGN**   | /s/ Robert E. Christman                        |   |           | SEC/TREAS |   | 337 491-993 |   |   | 8/4/05 |
|       | Signee’s  Address                         |   | E-mail address |      |   |        |   |
|            |                                                |        |                |           |        |             |        |  |  |

 
| Enclose  Filing fee of $25.00  Make remittance payable to Secretary of State*Do Not Send Cash  Do Not Staple*  web site: www.sec.louisiana.gov | Return by:   to:

 

DO NOT STAPLE |   | August 25, 2005

 

Commercial Division  P.O. Box 94125  Baton Rouge, LA 70804-9125  Phone (225) 925-4704 | CHECK  IF NO  CHANGE  (         ) |
|------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|

071405

 

**UNSIGNEDREPORTS WILL BE RETURNED**

 

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