Exhibit 3.21
AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY
OF
STRIPES ACQUISITION LLC
November 8, 2007
Pursuant to the provisions of the Texas Business Organizations Code, as amended from time to time (the “TBOC”), Stripes Acquisition LLC (the “Company”) hereby adopts this Amended and Restated Certificate of Formation of Limited Liability Company (this “Amended Certificate”) and certifies that:
A. The name of the limited liability company is Stripes Acquisition LLC.
B. The original Certificate of Formation of Limited Liability Company was filed with the Texas Secretary of State on September 14, 2007.
C. Each amendment made by this Amended Certificate has been made in accordance with the TBOC.
D. Each amendment to the original Certificate of Formation has been approved in conformance with the TBOC and with the constituent documents of the Company.
E. The Amended Certificate accurately states the text of the original Certificate of Formation of Limited Liability Company being restated and each amendment to the Certificate of Formation that is in effect, as further amended by the Amended Certificate.
F. The Amended Certificate does not contain any other changes in the original Certificate of Formation other than omissions allowed by Section 3.059 of the TBOC.
G. The original Certificate of Formation of Limited Liability Company is amended and restated in its entirety by this Amended Certificate as set forth below:
ARTICLE ONE
Entity Name and Type
The filing entity being formed is a limited liability company. The name of the entity is Stripes Acquisition LLC (the “Company”).
ARTICLE TWO
Registered Agent and Registered Office
The initial registered office of the Company in the State of Texas is 4433 Baldwin Blvd., Corpus Christi, Texas 78408. The name of the initial registered agent of the Company at such address is E.V. Bonner, Jr.
ARTICLE THREE
Governing Authority
The Company will be managed by its managers. The name and address of the initial managers of the Company are set forth below.
Name | Address | |
E.V. Bonner, Jr. | 4433 Baldwin Blvd. | |
Corpus Christi, Texas 78408 | ||
Sam L. Susser | 4433 Baldwin Blvd. | |
Corpus Christi, Texas 78408 |
ARTICLE FOUR
Purpose
The purpose for which the Company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Code.
ARTICLE FIVE
Principal Place of Business
The address of the Company’s principal place of business in the State of Texas is 4433 Baldwin Blvd., Corpus Christi, Texas 78408.
ARTICLE SIX
Organizer
The name and address of the organizer are Monty A. Ward, 200 Crescent Court, Suite 300, Dallas, Texas 75201.
IN WITNESS WHEREOF, the undersigned, being the sole member of the Company, has executed this Amended and Restated Certificate of Formation of Limited Liability Company as of November 8, 2007.
Stripes LLC, | ||
as sole member | ||
By: | /s/ E.V. Bonner, Jr. | |
Name: | E.V. Bonner, Jr. | |
Title: | Executive Vice President, | |
General Counsel and Secretary |