DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Amendment No. 3 to Area License Agreement between Southwest Convenience Stores, LLC and 7-Eleven, Inc

Exhibit 10.6

[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Amendment No. 3 to Area License Agreement

between

Southwest Convenience Stores, LLC

and

7-Eleven, Inc

EXECUTION ORIGINAL

AMENDMENT NO. 3 TO AREA LICENSE AGREEMENT

     THIS AMENDMENT NO. 3 TO AREA LICENSE AGREEMENT (the “3rd Amendment”) is effective the 20^th day of August, 2008 (the “Effective Date”) by and between Southwest Convenience Stores, LLC, a limited liability company duly organized and existing under the laws of the State of Texas (“Licensee”), and 7-Eleven, Inc. a corporation organized and existing under the laws of the State of Texas (“SEI”).

     WHEREAS, SEI and Licensee’s predecessor-in-interest, Southwest Convenience Stores, Inc., previously entered into that certain Area License Agreement dated June 2, 1993, as amended by that certain Amendment to Area License Agreement and Consent to Assignment dated December 20, 1996 (the “1st Amendment”) and that certain Amendment No. 2 to Area License Agreement dated August 14, 1997 (the “2nd Amendment”), (collectively, the “Agreement”); and

     WHEREAS, SEI and Licensee now desire to amend the Agreement in order to add additional counties to Licensee’s Territory.

     NOW, THEREFORE, in consideration of the terms, representations, warranties, covenants, promises and conditions contained in this 3rd Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, SEI and Licensee hereby agree as follows:

1. As of the Effective Date, Exhibit A-2 to the Agreement, as set forth in the 2nd Amendment, is hereby amended and restated in its entirely as set forth in Exhibit A-3, attached hereto and incorporate herein for all purposes.

2. Upon the execution of this 3rd Amendment, Licensee shall pay to SEI the sum of [***] as a License Fee in consideration for the amendment and expansion of the Licensed Territory, as set forth in Section 1 of this 3rd Amendment.

3. In all other respects, the Agreement, as amended, is hereby ratified and reconfirmed. This 3rd Amendment shall be deemed incorporated by reference into the Agreement as if set forth fully therein.

^[***] Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

-1-

     IN WITNESS WHEREOF, SEI and Licensee have executed this Amendment No. 3 to Area License Agreement by their respective authorized officers on the dates set forth below.

7-ELEVEN, INC.						SOUTHWEST CONVENIENCE STORES LLC.
BY:		/s/ Xxxxx X. Xxxxxx				BY:		/s/ Xxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx				Name:		Xxxx X. Xxxxxx
		Its: Senior Vice President
Date:		20 Aug. 2008				Date:		August 21, 2008
Attest:						Attest:
Title:		Assistant Secretary				Title:		Vice President and Assistant Secretary

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EXHIBIT A-3
LICENSED TERRITORY

     The Licensed Territory, as defined in the Agreement, includes each of following counties in the States of Texas and New Mexico, U.S.:

Texas				New Mexico
Xxxxxxx		Llano		Bernalillo
Xxxxxx		Loving		Xxxxxx
Xxxxxx		Lubbock		Xxxxxx
Xxxxxx		Xxxx		Cibola
Xxxxxxxx		Xxxxxx		Xxxxx
Xxxxx		Midland		Xx Xxxx
Xxxxxxxx		Xxxxxxxx		Xxxx Xxx
Xxxx		XxXxxxxxx		Xxxx
Xxxxxxx		Xxxxx		Xxxxx
Xxxxxxx		Pecos		Xxxxxxxxx
Xxxxx		Presidio		Xxxxxxx
Xxxxxxxx		Xxxxxx		Xxx
Xxxxxx		Xxxxxx		Lincoln
Xxxxxxxxx		Xxxxxxx		Los Alamos
Xxxxxx		San Xxxx		Xxxx
Xxxxx		Xxxxxx		XxXxxxxx
Xxxxxxxx		Xxxxxxxx		Xxxxx
El Paso		Sterling		Quay
Xxxxx		Xxxxxx		Xxxxxxxxx
Xxxxxx		Xxxxxx		San Xxxxxx
Xxxxx		Xxxxxxx		Xxxxxxxx
Xxxxxxxxx		Xxxxx		Santa Xx
Xxxx		Xxx Xxxxx		Sierra
Hockley		Xxxxx		Xxxxxxx
Xxxxxx		Xxxx		Taos
Xxxxxxxx		Wichita		Torrance
Xxxx Xxxxx		Wilbarger		Union
Xxxxx		Xxxxxxx		Xxxxxxxx
Xxxx		Xxxxxx