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Home My WebLink About20110031.tiffDILL DILL CARR STONBRAKER 8 H HTCHINLSS. PC Direct Dial: 303-282-4130 Email: rspencer(a�dillanddill.com December 21, 2010 VIA U.S. MAIL Jenny Van Egdom, Clerk Weld County 915 10th Street P.O. Box 758 Greeley, CO 80632 455 Sherman Street, Suite 300 Denver, Colorado 80203 Phone: 303-777-3737 fox: 303-777-3823 www.dillanddill. corn RE: Courtesy Copies to Local Jurisdictions State -Approved Master File Change in Corporate Structure/3.2% Beer Licenses Circle K Stores, Inc. dba Circle K: Store #2709846, 10963 W. 1-25 Frontage Rd., Longmont, CO 80504 Dear Jenny: Christopher W. Carr* Daniel W. Carr Fay Chu Fong John J. Coates Kevin M. Coates H. Alan Dill Robert A. Dill Thomas M. Dunn John A. Hutchings Tom Lamm Stephen M. Lee Fay M. Matsukage** Bruce D. Pringle Dean M. Smurthwaite Adam P Stapen Jon Stonbraker Patrick D. Tooley 'Also licensed in Washington ''Also licensed in Nevada Leonard Waldbaum, of Counsel This letter is to inform you that in accordance with Section 12-47-304(1)(6) of the Colorado Liquor and Beer Code, a master file change of corporate structure application was duly filed with the State Liquor Enforcement Division on behalf of Circle K Stores, Inc. dba Circle K Stores on September 24, 2010. Enclosed please find a courtesy copy of the state master file application for the above -referenced (highlighted) Circle K location for your file. This change reflects the replacement of Daniel Abernathy on the state master file with Cheryl Hughes. Should you have any questions, please do not hesitate to call me at 303-282-4130. Thank you. Very truly yours, Rebecca Spencer -Keith, Paralegal RSK Encl./cc: our file CIRCK.152 Cui mm_tio(Mu vts CI /c: )/ 9l 2011-0031 STATE OF COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division Business Location 1881 Pierce Street, Suite 108A Lakewood, Colorado 80214 Phone: (303) 205-2300 Fax: (303) 205-2341 E-mail: LED@spike.dor.state.co.us Website: www.revenue.state.co.us/Liquor Enforcement December 14, 2010 Circle K Stores, Inc. Circle K Stores 1130 W. Warner Rd. Tempe, AZ 85284 Bill Ritter, Jr. Governor Roxanne Huber Executive Director Laura K. Harris Division Director Re: State Master File for Circle K Stores, Inc. DBA Circle K Stores Dear Sir or Madam: This is to advise you that the Colorado Liquor Enforcement Division ("Division") has, at your request, created a "master file" for the above -listed Licensee. As of the date of this letter our master file includes the following items which you have submitted: 1. Individual History Records (Form DR -8404-1) for the following persons: Brian P. Hannasch Geoffrey C. Haxel Lou J. Valdes Cheryl K. Hughes 2. Fingerprint cards bearing the names and birth dates of the persons listed in paragraph 1. The CBI and FBI have checked the prints and reportedly found no record of any criminal history for those listed above. 3. Certificate of Authority or a Certificate of Good Corporate standing from the Colorado Secretary of State which indicates that Circle K Stores, Inc. is a corporation authorized to do business in Colorado. When filing a new application for additional licensed locations, you must check with the local licensing authority to determine what documents they may require to process your application. Please feel free to provide them with this letter, as many local authorities will not require you again to submit fingerprint cards to them if you have already submitted such documents to the Division. This letter will serve to inform the local authorities exactly which documents you have already submitted to the Division. Finally, once the local authority has approved your new license or transfer of ownership application, it must be sent to the Division. The local authority need not send change of corporate structure information previously reported to the Division, as listed in and approved by this letter. The only documents which are needed for a new or transfer of ownership application by the Division are: 1. The approved application signed by the local authority; 2. The appropriate fees; 3. A copy of this letter; 4. Proof of possession of the premises; 5. A diagram of the licensed premises; 6. Completed form DR 8442, and an Individual History Record (DR 8404-1) if manager's registration is required. Sincerely, te.iWutiJ Laura Harris Division Director Circlek3.mas MASTER FILE AMENDMENT DR 8177 (05/09/08) PAGE 1 COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 (303) 205-2300 REPORT OF CHANGES 21 CORPORATION, LIMITED LIABILITY COMPANY AND PARTNERSHIP Liquor and 3.2 Beer Licenses (2355) Q LLC/PARTNERSHIP SEE INSTRUCTIONS AND (2350)Z CORPORATION "" '— -- - - - 3 -Stale Liquor License Number Various - See attachec po aldh E e m Neel it kls a Circle K Stores, Inc. Various 4. Trade Name Various - See Attached 5. Telephone Number 602-728-8000 6. Address o1 Licensed Premises Various - See Attached City Various State CO ZIP Code Various 7. Mailing Address if different than above 1130 W. Warner Rd. Bldg B. City Tempe Slate AZ ZIP Code 85284 8. LIST ALL officers, directors (corporation) or Managing Members (L.L.C.) or General Partner(s). Each Officer, Director, Managing Member or Partner MUST FILL OUT a DR 8404-I (Individual History Record). Position Held Names Home Address DOB Replaces Pres/Secy Brian Hannasch 8815 W. SR46, Columbus, IN 47201 Daniel Abernathy 9. LIST ALL 10% (or more) Stockholders or 10% (or more) Members or 10% (or more) Limited Partners. Each person listed Must Fill out a DR 8404-I (Individual History Record) Stockholders/Members/Partners owning 10% (or more) of business % Owned Home Address DOB Replaces Circle K Delaware, Inc. 100% 1130 W. Wamer Rd., Tempe, AZ 85284 N/A None 10. Registered Agent Address For Service Corporation Service Company 1560 Broadway, Ste. 2090, Denver, CO 80202 OATH OF APPLICANT I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. 11. Authorized Si nature g / y� qfinTreas., Title Mr. Ass't Secy, r. 9/9/10 ��J/� U ER1PORT OF LOCAL LICENSING AUTHORITY The foregoing changes have been received and examined by the Local Licensing Authority. 12. Local Licensing Authority For Q County ■ Town/Cit Signature Title Date Attest Date DO NOT WRITE IN THIS SPACE — FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION . License Account Number Period Cash Fund -100(999) TOTAL A FEE SCHEDULE ON PAGE 2 DO NOT WRITE IN THIS SPACE DR 8177 Page 2 INSTRUCTIONS CORPORATION, LIMITED LIABILITY COMPANY OR PARTNERSHIP REPORT of CHANGES NOTE: ENCLOSE A CHECK PAYABLE TO THE AUTHORITY WHERE THIS APPLICATION WILL BE FILED FOR $100.00 FOR EACH PERSON LISTED IN SECTIONS 8 AND 9 ON THE APPLICATION. MASTERFILE APPLICANTS MUST INCLUDE A FEE OF $250.00 FOR EACH PERSON LISTED PAYABLE TO THE COLORADO DEPARTMENT OF REVENUE. (Application filed directly to the state) NOTE: If you are a Limited Liability Company (LLC), or a Partnership (Limited, General, or Husband and Wife) check box 2355. For Corporations check box 2350. Attach the following supporting documents to the Report of Changes Application: �• Certificate of Incorporation (or) Date stamped Articles or, Partnership Agreement (Limited and General Partnerships) J• Certificate of Good Standing dated within the last two years 1 • Certificate of Authority (only if a foreign corporation) / • Copies of minutes of meetings by the Corporation, Limited Liability Company or Partnership supporting the changes reflected on the front of this application. This includes letters of resignation, or appointment of any officers, or directors of a Corporation, or any managing member or members of a Limited Liability Company, or any general or limited partner in a Partnership (including husband and wife partnerships). • NOTE: If the Licensee as listed on Line 1 has a sole stockholder that is a Corporation, or LLC, or Partnership, attach a letter designating one officer, or managing member or the general partner to be the "principal person" for the applicant. This person MUST ALSO fill out a DR8404-I (Individual History Record) and submit fingerprints for background investigation. This application and all supporting documents must FIRST BE FILED WITH, AND APPROVED BY, THE LOCAL LICENSING AUTHORITY (CITY, TOWN, COUNTY). Applications will not be accepted unless all applicable questions are fully answered, all supporting documents correspond exactly with the name of the applicant. 1. List the name of the Corporation or Limited Liability Company or Partnership 2. List the State Sales Tax Number, 3. List the Applicant's State Liquor License Number. 4. List the Trade name of the business. 5. List the area code and telephone number of the business. 6. List the complete address, City, State and Zip Code, of the licensed premises. 7. List your mailing address if different than number 6 above. 8. List all officers, directors of a corporation, or all managing members of the LLC, or General Partners of Limited or General Partnerships. List the person's Position, Home Address, Date of Birth and the name of the person being replaced (if applicable). 9. List all 10% (or more) stockholders or members or Partners, and indicate ownership percentage, Home Address, Date of Birth, and the name of the person they purchased ownership interest from (if applicable). 10. List the name and address for service of the Registered Agent. 11. A person authorized to sign on behalf of the Applicant must sign the application, list their title, and the date the application was signed. 12. To be filled out by the local licensing authority only. List the name of the authority and Indicate If the authority is a county, town/city. Then sign the application, list your title and attest the city/ county officials signature and date the application. CIRCLER STORES/COLORADO A co V O J" d 21-65089-00 21-65089-0066 [21-65089-0067 1 [21-65089-0068 [ 21-65089-0069 1-65089-0070 21-65089-0071 [21-65089-0072 [ 21-65089-0073 [ 21-65089-0074 [ r21-65089-0075 [ [21-65089-0076 I 21-65089-0077 21-65089-0078 [ [21-65089-0079 1 [21-65089-0080 [ [21-65089-0081 [ 21-65089-0083 [ [21-65089-0085 [ 21-65089-0086 21-65089-0087 21-65089-0088 cor co 0 W coco o N 0 0 m ON N 21-65089-0092 21-65089-0094 [ 21-65089-0095 [21-65089-0096 [ [21-65089-0097 [21-65089-0098 21-65089-0099 [21-65089-0100 1 21-65089-0101 21-65089-0102 21-65089-0104 21-65089-0105 JURISDICTION 'AURORA l AURORA AURORA 'AURORA [AURORA 'AURORA AURORA 'AURORA [BOULDER 'BOULDER 1 [BOULDER [BOULDER 1ROOMFIELD 1 BROOMFIELD BROOMFIELD CASTLE ROCK CASTLE ROCK [CENTENNIAL 1 [CENTENNIAL CENTENNIAL [COLO SPRGS [COLO SPRGS COLO SPRGS ' COLO SPRGS 1 [COLO SPRGS 1 [COLO SPRGS 1 COLO SPRGS [COLO SPRGS COLD SPRGS [COLD SPRGS COLO SPRGS [DENVER EC W >> Z W O0 CC W Z W 'DENVER 1 ENGLEWOOD [ O. N 80014-3907 N CO 0 CO 0 0 CO 180011-92441 M N CO (41 0 0 00 [80014-4149 180011-45351 80016-1382 N- N N r O O O CO 0 O C) (O N O C) O OD 180303-2311 80304-3135 180301-13151 O N O N O N 0 O 00 LI) O N- C) O N O O CO 180021-82441 80109-96281 180104-75101 80112-1146 W0112-1235 CO V co N N O O 180915-1216 180906-8614 '80919-26511 N- N N co M N O O W N CO CO N O) r CO 0 W 80907-5804 180909-16051 180907-42171 80920-3901 180906-4111 V 0 CO (O O)4 0 0 0 CO [80239-5912 180222-40041 180237-18061 O Co 0 N 0 N 0 CO [80110-63001 ,:COUNTY 1 ARAPAHOE ARAPAHOE ARAPAHOE [ARAPAHOE 1 W 0 2 a ARAPAHOE ARAPAHOE AARAPAHOE BOULDER (BOULDER BOULDER BOULDER [BROOMFIELD BROOMFIELD-1 [BROOMFIELD (DOUGLAS (DOUGLAS ARAPAHOE ARAPAHOE ARAPAHOE 1 EL PASO [EL PASO EL PASO EL PASO EL PASO EL PASO [EL PASO EL PASO EL PASO [EL PASO [EL PASO 2 >> www 000 w 2 > [DENVER [ARAPAHOS AURORA AURORA AURORA AURORA AURORA AURORA AURORA [AURORA BOULDER BOULDER BOULDER BOULDER BROOMFIELD BROOMFIELD BROOMFIELD CASTLE ROCK CASTLE ROCK CENTENNIAL CENTENNIAL CENTENNIAL [COLORADO SPRINGS COLORADO SPRINGS COLORADO SPRINGS COLORADO SPRINGS [COLORADO SPRINGS COLORADO SPRINGS 'COLORADO SPRINGS COLORADO SPRINGS J COLORADO SPRINGS [COLORADO SPRINGS [COLORADO SPRINGS Ce W W z W 0 DENVER Wre3 W z win 0 W z 0 0 0 0 W 0 W ADDRESS [15291 E HAMPDEN AVE 15593 E ILIFF AVE 16070 E 6TH AVE 280 S POTOMAC ST 4200 S PARKER RD 1600 S BUCKLEY RD 1 [22998 E SMOKY HILL RD 12290 S HAVANA ST 11480 CANYON BLVD [ 12877 BASELINE RD 13040 N BROADWAY ST 13185 28TH ST 1425 W HWY 287 ' 11240 E 1ST AVE 1595 SUMMIT BLVD 123 W WOLFENSBERGER RD 1246 FOUNDERS PKWY 110553 E BRIARWOOD AVE 17425 E ARAPAHOE RD 17550 S UNIVERSITY BLVD 15885 CONSTITUTION AVE 16560 S ACADEMY BLVD 17055 COMMERCE CENTER DR I [7490 AUSTIN BLUFFS PKWY [ [120 S ROCKRIMMON BLVD 12930 N CHESTNUT ST 13805 MAIZELAND RD 1435 W GARDEN OF THE GODS RD 17805 N ACADEMY BLVD 12890 S CIRCLE DR 1210 N ACADEMY BLVD 14570 CHAMBERS RD 11600 S COLORADO BLVD _ 13595 S YOSEMITE ST 1 11300 W COLFAX AVE 5095 S FEDERAL BLVD W. z Qco N.N v 00 coaorocomm N 00 N 00 N v N v N v N 00 N N v aoaoro N N v N N v N N 71 N N v ODOO N N 00 N N v W N (O v OD N (O v ODOOroOD0000N0O N 'Q v N V v N V) v N (O o N (D v N (O v N CO v N CO OO cOOocO N (O OO N O v N CO OO NOOCOOO0O(OODro N (D 00 N CO v N CO v N V v N V' v N V' v N V v N -4- v OO N (27098521 2709853 27098 2709864_1 27098721 27098901 O N- N o N 27098511 2709861 `2709865 127098661 127098731 127098941 r N 127098601 12709901 12709845 12709878 I 127098791 127098371 12709838 12709840 2709843 127098471 0 N 2709871 (27098741 00 N 12709887 12709897 (2709842 2709854 2709867 27099001 2709876 21-65089-0107 '21-65089-0108 [ 1121-65089-0106 121-65089-0082 '21-65089-0110 '21-65089-011n 121-65089-0112 - CO r O W Co O O 99 N O T- O (7) co O co N 21-65089-0115 21-65089-0109 1121-65089-0117 '21-65089-0120 [21-65089-0090 [21-65089-0121 I21-65089-0122 21-65089-0123 21-65089-0124 '21-65089-0125 21-65089-0126 Cr) N O O) CO O co 9 N '21-65089-0128 21-65089-0130 21-65089-0131 ENGLEWOOD W [GREENWOOD VILLAGE DOUGLAS [DOUGLAS DOUGLAS DOUGLAS [DOUGLAS LAFAYETTE [LAKEWOOD LAKEWOOD z 0 W W 0 J >j [MONUMENT NORTHGLENN NORTHGLENN PARKER 00 K 0 CC 2 WESTMINSTER WESTMINSTER [WESTMINSTER WHEAT RIDGE WHEAT RIDGE N N O 0 O CO 80516-6006[ 80111-2507 80108-4611 M CO N 0) N O Co 80130-30491 80126-5256 7 O O CO (O N O 0O 80027-1195[ 180232-6449 [80401-4015 80128-4546[ [80504-9564[ 80921-2424 0233-1407 [80234-4104 1180134-3300 80233-4715 [80241-1703 [80234-3433 [80021-4562 r M V N 0 (O O CO [80033-4122 80033-2247 [ARAPAHOE [ BOULDER ARAPAHOE [DOUGLAS DOUGLAS DOUGLAS [DOUGLAS _1 DOUGLAS 1 BBOULDER JEFFERSON z 0 c0 L w —) [JEFFERSON [ 0 W 5 EL PASO 25 00 << [DOUGLAS 525 a <<< z 0 (0 2 < z 0 CO [JEFFERSON IENGLEWOOD w K W GREENWOOD VILLAGE CASTLE ROCK HIGHLANDS RANCH J HIGHLANDS RANCH HIGHLANDS RANCH HIGHLANDS RANCH W F F W u. J LAKEWOOD LAKEWOOD LITTLETON LONGMONT [MONUMENT [NORTHGLENN NORTHGLENN PARKER TTHORNTON THORNTON WESTMINSTER 1 WESTMINSTER WESTMINSTER 'WHEAT RIDGE 1 WHEAT RIDGE 2200 W EVANS ,3334 ARAPAHOE RD 7701 E ORCHARD RD I 17530 VILLAGE SQUARE DR [9275 S BROADWAY 8663 S QUEBEC ST 9356 S COLORADO BLVD 3988 RED CEDAR DR [201 W SOUTH BOULDER RD '9207 W JEWELL AVE 15065 W COLFAX AVE '6798 W OTTAWA AVE 110963 W I-25 FRONTAGE RD 11190 W BAPTIST RD '2265 E 120TH AVE '290 W 104TH AVE 116550 KEYSTONE BLVD '4020 E 104TH AVE 112801 WASHINGTON ST 12051 N HURON ST '7805 W 92ND AVE 110363 N FEDERAL BLVD '3805 KIPLING ST 4885 KIPLING ST V v COv N N v CO N V v m N 1O v CO N u) a ao N N v CO N UO v CO N LO v CO N N v CO N V v co N M v CO N V) v eo N N It 0o N (O v ro N COMM v- CO N co N v CO N M v CO N CO v ao N M v CO N N CO N CM v oo N M v CO N M v CO N— MI rn co O) O N N 127098951 O co co O) O N- N 2709902 (O Co co O) O N N 127098921 27099041 [2709905 2709858 `2709884 127098851 127098771 2709846 [27098411 12709859 12709862 12709893 12709844 127098501 127098391 12709882 rn co CO O) O N N [2709870 2709885 SECRETARY'S CERTIFICATE I, the undersigned, Kim Kwiatkowski, Assistant Secretary of Circle K Stores Inc, a corporation organized and existing under and by virtue of the laws of the state of Texas (the "Corporation"), hereby certify as follows: 1. As Assistant Secretary, I am authorized to execute and deliver this Certificate on behalf of the Corporation. 2. Effective 07/13/2010,- Daniel A. Abernathy resigned as the Treasurer/Assistant Secretary/Director of the corporation. 3. Effective 07/13/2010, Cheryl K. Hughes has been elected as the Treasurer/Assistant Secretary/Director of the corporation. IN WITNESS WHEREOF, I have hereunto set my hand as Assistant Secretary and affixed the corporate seal of said Corporation this 14th day of July 2010, Assistant Secretary Circle K Stores Inc. SECRETARY'S CERTIFICATE I, the undersigned, Kim Kwiatkowski, Assistant Secretary of Circle K Stores Inc, a corporation organized and existing under and by virtue of the laws of the state of Texas (the "Corporation"), for the dompany operations in the State of Colorado, hereby certify as follows: 1. As Assistant Secretary, I am authorized to execute and deliver this Certificate on behalf of the Corporation. 2. The following persons have been elected to the offices set opposite their names to serve until their successors shall be elected and qualified: Brian Hannasch • President .& Secretary Geoffrey C. Haxel Vice President Lou Valdes Vice President Cheryl Hughes Treasurer and Assistant Secretary Kim Kwiatkowski Assistant Secretary Sylvain Aubry Assistant Secretary David G. Morgan Assistant Secretary 3. The following persons have been elected as directors until their successors shall be elected and qualified: Brian Hannasch Director Geoffrey C. Haxel Director Cheryl Hughes Director IN WITNESS WHEREOF, I have hereunto set my hand as Assistant Secretary and affixed the corporate seal of said Corporation this 13th day of July, 2010. Assistant Secrets;* Circle K Stores Inch DR 8404-I (01/06105) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1881 PIERCE STREET RM 108A DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, all general partners of a partnership, and limited partners owning 10% (or more) of a partnership; all officers and directors of a corporation, and stockholders of a corporation owning 10% (or more) of the stock of such corporation; all limited liability company MANAGING members, and officers or other limited liability company members with a 10% (or more) ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License. NOTICE: This individual history record provides basic information which is necessary for the licensing authority investigation. All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood or omission will jeopardize the application as such falsehood within itself constitutes evidence regarding the character of the applicant. 1. Name of Business Circle K Stores, Inc. 2. Your Full Name (last, first, middle) Hughes, Cheryl Kay 3. List any other names you have used. Cheryl Kay Anderson 4. Mailing address (if different from residence) Same as residence Home Telephone 480--855-5286 5. List all residence addresses below. Include current and previous addresses for the past five years. STREET AND NUMBER CITY, STATE, ZIP FROM TO Current 2644 W. Flint St. Chandler, AZ 04/04 Present Previous 6. List all current and former employers or businesses engaged in within the last five years (Attach separate sheet if necessary) — NAME OF EMPLOYER ADDRESS (STREET, NUMBER, CITY, STATE, ZIP) POSITION HELD FROM TO Circle K Stores, Inc. 1130 W. Warner Rd. Tempe, AZ 85284 Dir. of Finan- cial Accountin 05/97 Pres. 7. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE None N/A N/A N/A 8. Have you ever applied for, held, or had an interest in a State of Colorado Liquor or Beer License, or loaned money, furniture or fixtures, equipment or inventory, to any liquor or beer licensee? If yes, answer in detail. El Yes © No 9. Have you ever received a violation notice suspension or revocation, for a liquor license anywhere in the U.S.? If yes, explain in detail. � Yes law violation, or have you applied for or been denied a liquor or beer X No - 10. Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court or do you have any charges pending? Include arrests for DUI and DWAI. (If yes, explain in detail.) El Yes [jNo 11. Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (if yes, explain in detail.) ❑Yes giNo 12. Have you ever had any STATE issued licenses suspended, revoked, or denied including a drivers license? (If yes, explain in detail.) ❑Yes [ No PERSONAL AND FINANCIAL INFORMATION Unless otherwise provided by law in 24-72-204 C.R.S., information provided below will be treated as CONFIDENTIAL. Colorado liquor licensing authorities require the following personal information in order to determine your suitability for licensure pursuant to 12-47-307 C.R.S. 13a. Date of Birth b. Social Security Number SSN c. Place of Birth Phoenix, AZ d. U.S. Citizen? XXYes Li No e. If Naturalized, State where N/A f. When N/A g. Name of District Court N/A h. Naturalization Certificate Number N/A i. Date of Certification N/A J, If an Alien, Give Alien's Registration Card Number N/A k. Permanent Residence Card Number N/A I. Height 5'7" m. Weight ,135 n. Hair Color Brown o. Eye Color Brown p. Sex Female q. Race Cauc. r. Do LL you Yes have ■ a current Driver's License? If so, give number and state No 14. Financial Information. — Change of Corp ' a. Total purchaseprice $ N, Structure (if buying an existing business) or investment being made by the applying entity, corporation, partnership, limited liability company, other $ 289.50 for licensing costs (existing corp. funds/Mellon Bank) b. List the total amount of your investment in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases and fees paid $ —0— no personal investment c. Provide details of Investment. You must account for the sources of ALL cash (how acquired). Attach a separate sheet if needed. Type: Cash, Services or Equipment Source:Name of Bank; Account Type and Number Amount - None N/A -0- d. Loan Information (attach copies of all notes or loans) Name of Lender and Account Number Address Term Security / Amount None 15. Give name of bank where business account will be maintained; Account Name and Account Number; and the name or names of persons authorized to draw thereon. Mellon Bank # Circle K Stores, Inc. Signers: B. Hannasch, P. Murphy, G. Haxel, C. Parker, R. Campau, J. Powell Oath of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. Authorized Signature 11^Dtn yy tee-- ��• � �.�, Title Treas., Asst Secy & Dir. Date 9/9/10 LEAVE BLANK APPLICANT TYPE OR PRINT ALL INFORMATION IN BLACK K NAM FIRST NAME MIDI 1uG4Es CIAEPNL \4R`/ GpLATURE OF PERSON PII GER PRINTED RESIDENCE OF y'CSON FNGERP 'D .a 61414 w P iMr st C-URWDLax, i a e5' aq D 10 IGNAP " F OFF- TAKING FINGERPRINT PLOYE R AND DDR ESt( t\30 w ��mDe litN FINGERPRINTED reS +NC. w An.r,ea. c% Q52,$4 sas AKA Ct\eryk V.Ry rr WcQersov -CITIZEMUNIP crZ vs G R LIQUOR LICENSEAPPLICATION CRS 12.47-307 (3)(a), LEFT FOUR FINGERS TAKEN SIMULTANEOUSLY OCA PSI NO FBI ARMED FORCES NO NU SOCIFL NO. MNU CO0301100 DIVJLIQ ENFORCEME LAKEWOOD, CO HOT 517/1 WOE t3 S HAIR YES iNk LEAVE BLANK DATE OF BIRTH DOB Month Do,' Yea' oz LAOF BIRTH POB T NDENII, Pi LEAVE BLANK _LASS RE RIGHT FOUR FINGERS TAKEN SIMULTANEOUSLY OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE I, Bernie Buescher, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, CIRCLE K STORES INC. is an entity formed or registered under the law of Texas has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 19871038658. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 09/08/2010 that have been posted, and by documents delivered to this office electronically through 09/10/2010 @ 10:32:27. I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 09/10/2010 @ 10:32:27 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 7740300. ct, Secretary of State of the State of Colorado *********************************************End of Certificate******************************************** Notice: A certificate issued electronicallyfrom the Colorado Secretary of State's Web site is fully and immediately valid and effective. llowever, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Certificate Confirmation Page of the Secretary of State's Web site litta:''www..sos.state.co.nsibi::Certificate.SearchCriteria.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely optional and is nor necessary to the valid and effective issuance of a certificate. For more information, visit our Web site, http: 1w w..sus.state.cn.u.a.' click Business Center and select "Frequently Asked Questions." CERT_GS_F Revised 0820/2008 Document Processing Fee If document is on paper: If document is filed electronically: Fees are subject to change. For electronic filing and to obtain copies of tiled documents visit vww.Sos.statc.co.us Deliver paper documents to: Colorado Secretary of State Business Division 1560 Broadway, Suite 200 Denver, CO S0202-5169 Paper documents must be typed or machine printed. $50.00 Currently Not Available 2c05109-3127 I'I Ff6i1'I :iECTE-FAY C; STATE I I'',-04-.7. lr,;j 1,:c_I', j' ABOVE SPACE FOR OFFICE USE ONO - Statement of Foreign Entity Authority tiled pursuant to §7-90-301, et seq. and §7-90-803 of the Colorado Revised Statutes (C.R.S) ID number (if applicable): I. True name: 2. Assumed entity name (if different from True name) 3. Use of Restricted Words (ItOHJ' of these bruts ore amounted in on sillily none, true mows). an entity, trade name or trademark statc,l in this document, make the applicable ,.i.,4 „al: .. Principal office street address: 4. Principal office mailing address: (if different from above) 5. Registered agent: (if an individual): OR (if a business organization): 19871038658 Circle K Stores Inc. o "bank" or "trust" or any derivative thereof o "credit union" ❑ "savings and loan" ❑ "insurance", "casualty", "mutual", or "surety" 1130 W. Warner Road (Street name and number) Tempe AZ 85284 (State) (City) (Province- if applicable) (Country- if not US) PO Box 52085 (Postal/Zip Code) (Street name and number or Post Office Box information) DC -36 Phoenix AZ 85072 (Stale) (City) (Province - if applicable) (Country —if not US) (Postal/Zip Code) (Last) Corporation Service Company (First) (Middle) (suffix) h. The person appointed as registered agent in the document has consented to being so appointed. Rev. 8/17/2004 1 of 3 7. Registered agent street address: 1560 Broadway (Street name and number) 8. Registered agent mailing address: (if different from above) (Street name and number or Post Office Box Information) Denver CO 80202 (State) (Postal/Zip Code) (City) 1560 Broadway Denver CO 80202 (State) (Postal/Zip Code) (City) (Province — if applicable) (Country— if not US) 9. Palm of entity: Corporation 10. Jurisdiction of formation: Texas 11. Date entity commenced (or expects to commence) transacting business or conducting activities in Colorado: 09/30/1966 12. (Optional) Delayed effective date: Notice: (mm/dd/y,' (nun/di/joy) Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the secretary of slate, whether or not such individual is named in the document as one who has caused it to be delivered. 13. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing: Kwiatkowski Kim K (Last) (First) 1130 W. Warner Road (Middle) (So/%i) (Street name and number or Post Office Box inhumation) atiron) Tempe AZ 85284 (Slate) (Postal/Zip Code) (City) (Province— if applicable) (Country - ((not US) (The document need not state the true name and address of more than one individual. However, if you wish to state the name and address a(any additional individuals causing the document to be delivered for filing, mark this boa -Eland include an attachment stating the name old address of such individuals.) Disclaimer: Rev. 8/17/2004 2 of 3 This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney. Rev. 8/17/2004 3 of 3 r]al ;,39-o idle *ate of • 7 001001 10 4269 02 -1? -95 CORP. CHANGE ZeX_ VLF S TOTAL 11 a SECRETARY OF STATE I, ANTONIO 0. GARZA, JR., Secretary of the State of Texas, DO HF'REBY CERTIFY that according to the records of this office CIRCLE K STORES INC., Articles of Incorporation were filed in this office and a certificate of incorporation was issued on JUNE 8, 1951 under its initial name of KAY'S FOOD STORES, INC. as set forth in that instrument. IT IS FURTHER CERTIFIED that according to the records of this office Articles of Amendment were filed in this office on JANUARY 25, 1995, changing the corporaf�ename from THE CIRCLE S CORPORATION to CIRCLE K STORES INC. , r• IT IS FURTHER CERUFIED that no certificate of dissolution has been filed tmd the corporation is still in existence. e IN TESTIMONY WHEREOF, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in the City of Austin, on February 13, 1995. 20,00 20.00 Lpt ri ARTICLES OF.AMENDHENT TO TH ARTICLES OF INCORPORATION ( ( In the Office FILED Secretart of State of the of Texas JAN 251%5 Corporations Section Pursuant to the provisions of Article 4.04 or e -- - Business Corporation Act., the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: ARTICLE I The name of the corporation set forth in the Articles of Incorporation is THE CIRCLE K CORPORATION. ARTICLE II This amendment of the Articles of Incorporation, adopted by the sole shareholder of the corporation on January 23, 1995, changes the name of the corporation. The text of Article I of the Articles of Incorporation is hereby deleted and replaced with the following: The name of the corporation is "CIRCLE K STORES INC." ARTICLE III Shares authorized: 12,000,000 Shares outstanding: 1,000 All of the 1,000 shares outstanding voted in favor of these Articles of Amendment to the Articles of Incorporation. Dated: January 25, 1995 CIRCLE K STORES INC., formerly The Circle K Corporation, a Texas corporation By: Gehl P. Babinec Title: Senior Vice President ZkeSfafr of Zra SECRETARY OF STALE IT IS HEREBY CERl1P1Rll, that Articles of Incorporation of THE CIRCLE K CORPORATION FORMERLY: CIRCLE K CONVENIENCE STORES, INC. were filed in this office and a certificate of incorporation was issued on JUNE 8, 1951; IT IS PURIM CERI'1N1ED, that no certificate of dissolution has been issued, and that the corporation is still in existence. IN TESTIMONY WHEREOF, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in the City of Austin, on January 25, 1994. C4,e, +c,\ Secretary of State PH ¶lTe$ta±2 of TEXU5 SECRETARY OF STATE CERTIFICATE OF RESTA'T'ED ARTICLES OF INCORPORATION OF THE CIRCLE K CORPORATION The undersigned, as Secretary of State of Texas, hereby certifies that the attached Restated Articles of Incorporation for the above named corporation have been received in this office and are found to conform the law. ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Restated Articles of Incorporation. Dated: Effective: October 15, 1993 October 15, 1993 04„ Secretary of State LC RESTATED ARTICT.FS OF INCORPORATION OF THE CIRCT,F K CORPORATION FILED In the Office of the Secretary of State of Text 0CT 1 5 1993 Corporations Satc76.013 The Circle K Corporation, pursuant to Article 4.07 of the Texas Business Corporation Act, hereby adopts the following Restated Articles of Incorporation which contain no amendment to any provision of and accurately copy the articles of incorporation and all amendments thereto that are in effect to date. These Restated Articles of Incorporation shall supersede such articles of incorporation and all amendments thereto. ARTICLE ONE The name of this corporation is "THE CIRCLE K CORPORATION." ARTICLE TWO The period of the corporation's duration is perpetual. ARTICLE THREE The purpose for which the corporation is organized is the transaction of any and 211 lawful business for which corporations may be incorporated under the Texas Business Corporation Act. ARTICLE FOUR The aggregate number of shares which the corporation shall have authority to issue is twelve million (12,000,000) shares of Common Stock of the par value of One Dollar ($1.00) per share. ARTICLE FIVE No Shareholder of the corporation shall, by reason of such Shareholder holding shares of any class, have any preemptive or preferential right to purchase or subscribe for. any shares of any class of the corporation, now or hereafter to be authorized, or any notes. debentures, bonds, or other cryunties convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance or sale of any such shares, or such notes, debentures, bonds, or other securities, would adversely affect the dividend or voting rights of such Shareholder of the corporation, other than such rights, if any, as the board of directors, in its discretion, may grant to the shareholders to purchase such additional, unissued, or treasury securities; and the corporation may issue or sell additional unissued or treasury shares of any class of the corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering the same in whole or in part to the existing shareholders of any class. ARTICLE SIX At each election for directors of the corporation, a shareholder shall not be permitted to cumulate shareholder votes. 1 ARTICLE SEVEN The street address of the registered office of the corporation is 350 N. St. Paul Streit, Dallas, Texas 75201, and the name of its registered agent at such address is CT Corporation System. ARTICLE EIGHT The number of directors constituting the initial Rnard of Directors is ten. Thereafter the number of directors shall be fixed in the manner set forth in the Bylaws. The names and addresses of the persons who are to serve as the initial Directors until the first annual meting of stockholders or until their successors are eluted and qualified are: NAMES Fred Hervey Dean Guerin Raymond F. Hayes Harry O. Rearick Hugh K. Frederick, Jr. Clover W. Beeny Darrell D. Sigfridson John Muir Kipp William G. Sullivan Jack Rich ADDRESSES 1011 E. Yandell El Paso, Texas 79902 P. O. Box 508 Dallas, Texas 75221 250 N. Church Avenue Tucson, Arizona 85701 6024 Gateway East El Paso, Texas 79905 P. O. Box 941 El Paso, Texas 79946 P. O. Box 20230 Phoenix, Arizona 85036 P.O. Box 20230 Phoenix, Arizona 85036 P. O. Box 12585 El Paso, Texas 79912 6070 Gateway East P. O. Box 20015 El Paso, Texas 79998 P. O. Box 12007 El Paso, Texas 79912 ARTICLE NINE No director of the corporation shall be liable to the coipvration or its shareholders for monetary damages for any act or omission in such director's capacity as director, except to the extent such director is found liable for (i) a breach of such director's duty of loyalty to the corporation or its shareholders; (ii) an act or omission not in good faith that constitutes a breach of duty of such director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from 2 which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such director's office; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute. THE CIRCLE K CORPORATION, a Texas corporation EA410.0S2 174 By: Nam Title: 3 Mel \A. Sterrett Secrefarf Hello