Exhibit 10.14
MANAGEMENT AGREEMENT
By and Between
TJ HOLDING COMPANY, INC.
and
T.J. CINNAMONS, INC.
Dated as of August 29, 1996
MANAGEMENT AGREEMENT
TABLE OF CONTENTS
Page
----
Recitals of Fact........................................................... 1
1. Appointment of Manager ................................................. 2
2. Term ................................................................... 2
3. Compensation to Manager ................................................ 3
4. Certain Duties of TJC .................................................. 3
5. Certain Duties of Manager .............................................. 4
6. Advertising ............................................................ 4
7. Proprietary Marks ...................................................... 9
8. TJC Franchise Agreements ............................................... 5
9. Accounts and Records ................................................... 5
10. Insurance ............................................................. 6
11. Management Authority .................................................. 6
12. Indemnification ....................................................... 6
13. General Provisions .................................................... 7
EXHIBIT A - TJC Bakeries and TJC Retail Locations
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement") is made as of the 29th day of
August, 1996, by and between TJ HOLDING COMPANY, INC., a Delaware corporation
("Manager"), and T.J. CINNAMONS, INC., a Delaware corporation ("TJC").
RECITALS OF FACT
A. TJC owns and operates, and franchises others ("Franchisees") pursuant to
Franchise Agreements ("Franchise Agreements") to operate, retail locations that
offer and sell gourmet cinnamon rolls, other bakery products, and beverages, and
are identified by certain trade names, trademarks, service marks, logos, signs,
and emblems, including, without limitation the ▇▇▇▇ "▇.▇. CINNAMONS" (the
"Proprietary Marks"). The retail locations are referred to as "TJC Bakeries."
TJC has also licensed or permitted others ("Retail Licensees") to use the
Proprietary Information (defined below) to prepare and sell a limited variety of
TJC products (defined under the License Agreement defined below) at or from
certain retail locations other than TJC Bakeries (referred to herein as "TJC
Retail Locations"). The TJC Bakeries and the The Retail Locations are identified
in Exhibit A. For the purposes of this Management Agreement, the TJC Bakeries,
along with the Franchise Agreements, the New York Bakery (defined below), and
the TJC Retail Locations, along with the agreements governing those locations,
are referred to collectively as "the TJC Franchise System."
B. Manager has acquired from TJC pursuant to a purchase agreement of even
date herewith, and is the owner of, the Proprietary Marks, secret recipes, and
technical information (collectively, "Proprietary Information") related to the
baking of gourmet cinnamon rolls and related bakery products; and Arby's, Inc.,
an affiliate of Manager, and TJC have entered into a license agreement of even
date herewith (the "License Agreement") for the use by TJC of the Proprietary
Marks and the Proprietary Information to continue to service its existing
Franchisees and Retail Licensees, and to operate its TJC Bakery in Poughkeepsie,
New York (the "New York Bakery").
C. In accordance with the License Agreement, TJC has agreed to operate the
New York Bakery in accordance with the terms and conditions of a Franchise
Agreement, and to perform the duties and obligations of "franchisee" under the
Franchise Agreement.
D. Manager or Arby's, Inc. owns and operates, and franchises others to
operate, various retail restaurant concepts, and has experience as a franchisor,
operator, and manager of restaurants.
E. TJC desires to engage Manager to manage and operate the TJC Franchise
System TJC's behalf, including exercising the rights of TJC as TJC's agent, and
discharging the obligations of TJC under the terms of the Franchise Agreements
and the agreements with the
Retail Licensees. For the purposes of this Management Agreement only, the term
Franchise Agreement shall be deemed to include the agreements with the Retail
Licensees.
F. Any capitalized term not defined herein will have the meaning ascribed
to it under the Franchise Agreements.
With reference to the above-stated Recitals of Fact, and in consideration
of the mutual covenants contained herein and other good valuable consideration,
the receipt of which is hereby acknowledged, TJC and Manager agree as follows:
1. Appointment of Manager
1.1 Appointment of Manager. TJC hereby appoints and engages Manager, and
Manager hereby accepts sole and exclusive appointment, on the terms and
conditions hereinafter provided, to maintain, operate, manage, and supervise the
TJC Franchise System on behalf of TJC.
1.2 Delegation of Authority. Except as otherwise provided herein, the
duties and responsibilities of TJC under each Franchise Agreement shall be
undertaken and exercised by Manager, and the operations of the TJC Bakeries and
Retail Locations shall be supervised, directed, and controlled by Manager in
accordance with, but only to the extent permitted under, the Franchise
Agreements. Consistent with the provisions of this Agreement, Manager shall be
responsible for, and have full power, authority, discretion, and control (free
from unreasonable interference, interruption, or disturbance from TJC) in all
matters relating to the operation, management, and maintenance of the Franchise
System, including, without limitation, assistance to and supervision of
Franchisees and Retail Licensees; enforcement of quality control standards;
collection of royalties and other payments; administration of the advertising
program; and, generally, all activities that Manager may determine to be
necessary or appropriate for the operation, management, and maintenance of the
Franchise System. In addition, Manager shall comply with the specific duties and
obligations set forth in Section 5 and Section 6 hereto. TJC appoints Manager as
its attorney-in-fact, and delegates to Manager full responsibility and authority
to carry out its obligations and exercise all of its rights, including the right
to receive royalty fees and enforce their collection, in compliance with the
terms of the Franchise Agreements and all agreements ancillary to the Franchise
Agreements, under which the TJC Bakeries and Retail Locations operate.
2. Term
2.1 Term. The Term of this Agreement shall commence on the date hereof, and
unless sooner terminated in accordance with the terms herein, shall expire as of
the date of the expiration or termination of the last Franchise Agreement
remaining in effect. TJC acknowledges and agrees that it has no right to grant
new or additional franchises, and that it may grant only renewals, extensions,
or transfers of existing Franchise Agreements, subject to the restrictions in
the License Agreement.
-2-
2.2 Early Termination. This Agreement and the obligations of the parties
hereunder shall cease prior to expiration of the Term hereof upon the occurrence
of any of the following circumstances:
2.2.1 In the event that TJC or Manager materially violates any of
their respective covenants and agreements herein, or defaults in the
performance of or is grossly negligent in carrying out any of their
respective obligations hereunder, and shall not commence to cure such
failure within thirty (30) days after written notice from the other party
hereto, then such other party may terminate this Agreement upon prior
written notice to the defaulting party; or
2.2.2 In the event TJC is dissolved, or transfers all of its rights
and obligations under all of the Franchise Agreements and all of its
rights, title and interest to the New York Bakery, the Manager may
terminate this Agreement at the time of such dissolution or transfer;
2.2.3 In the event Manager acquires all of TJC's rights, title, and
interest in and to the Franchise Agreements, excluding the agreements with
Retail Licensees, as provided for under the License Agreement.
3. Compensation to Manager
In consideration of Manager's duties hereunder, Manager shall retain all of
the royalty fees collected by Manager under each Franchise Agreement. In the
event a Franchisee fails to pay Manager the royalty fee required under the
Franchise Agreement, and if TJC fails to terminate said Franchisee as permitted
under the TJC Franchise Agreements, TJC hereby authorizes Manager to undertake
in its sole discretion, such actions against Franchisee that Manager determines
to recover the monies owed, which may include filing suit against a Franchisee
jointly with, or on behalf of, TJC, and Manager may cease providing services to
Franchisee pursuant to this Agreement.
4. Certain Duties of TJC
4.1 Franchise System Information. TJC shall provide to Manager all
information concerning the TJC Franchise System which it has or which may come
into its possession which Manager needs to supervise the TJC Franchise System.
Such information shall include, without limitation, copies of the Franchise
Agreements, including all addenda and amendments; names, addresses and telephone
and facsimile numbers of all Franchisees and their managers; reports on prior
defaults by franchisees, sales and revenue reports; royalty payments and
delinquency reports; copies of bulletins and notices to the Franchise System,
and such other information as Manager may reasonably request.
4.2 TJC Actions. TJC shall take all such actions that are reasonably
necessary for Manager to exercise its rights and perform its duties under the
Franchise Agreements.
-3-
4.3 Marketing. In response to Manager's Annual Marketing Plan (defined in
Section 6.1) submitted to TJC as required in Section 6.1, TJC shall, within ten
(10) days of receipt of such Annual Marketing Plan, advise Manager of any
objections to such Annual Marketing Plan, and shall work with Manager to resolve
any differences.
5. Certain Duties of Manager
Manager's obligation to manage and supervise the Franchise System in
accordance with the Franchise Agreements shall include the following duties:
5.1 Inspections of TJC Bakeries. Manager shall conduct inspections of the
TJC Bakeries and each Franchisee's operation under the Franchise Agreement, and
shall enforce the quality control standards established by TJC, which shall be
in conformance with the License Agreement with Manager. Manager shall take such
actions as Manager deems reasonably necessary to enforce the quality control
standards of the Franchise System and the other requirements of the Franchise
Agreements, including, without limitation, issuing notices of default and
termination under the Franchise Agreements, subject to the provisions of Section
8.2 hereof.
5.2 Reports of Manager's Activities. Manager shall provide periodic reports
to TJC regarding Manager's actions under the Franchise Agreements, including,
without limitation, reports and information concerning (a) notices and
communications sent to Franchisees regarding (i) the "Required Products" and
"Permitted Products" under the Franchise Agreement, and (ii) updates and
revisions to the standards and specifications for the operation of TJC Bakeries
under the Franchise System; (b) the training and assistance provided by Manager
to TJC Franchisees; and (c) Manager's review and approval of products and
supplies, and the introduction of any new product or supply. TJC shall have no
right to prohibit the introduction by Manager of any new product or supply,
unless such action by Manager would be a violation of a Franchise Agreement or
the License Agreement.
5.3 Revenue Reports. Manager shall provide to TJC, on the twentieth (20th)
day of April, July, October, and January, quarterly reports containing the
Franchisees' sales, royalty fees, advertising fees, and accounts receivable data
for the preceding calendar quarter; to the extent Manager has received such
information from the Franchisees.
6. Advertising
6.1 Annual Marketing Plan. By no later than September 30 each year, Manager
shall provide TJC with a proposed plan for system-wide, regional, cooperative,
local, and in-store advertising, marketing and promotional materials and
programs (the "Annual Marketing Plan") for the next calendar year. TJC shall
provide Manager with any specific objections or changes to the Annual Marketing
Plan. Following Manager's and TJC's discussion and resolution of any
differences, Manager shall implement the Annual Marketing Plan (as it may be
revised pursuant to any discussions with TJC).
-4-
6.2 National Advertising Fund. Manager shall deposit into the National
Advertising Fund all advertising fees collected from Franchisees in accordance
with the requirements of the Franchise Agreement. Manager shall manage the
National Advertising Fund for the benefit of the System, in accordance with the
terms and conditions in the Franchise Agreements. Manager shall utilize the
National Advertising Fund in a manner consistent with the Annual Marketing Plan.
6.3 Advertising Materials. Manager shall prepare such advertising and
marketing material for the Franchise System as Manager deems necessary, and in
accordance with TJC's obligations under the Franchise Agreements.
7. Proprietary Marks
TJC hereby delegates and assigns to Manager, TJC's rights to control
Franchisees' use of the Proprietary Marks, and TJC's rights to direct, control,
and supervise all actions, administrative proceedings, or litigation involving
the Proprietary Marks, including the settlement thereof.
8. TLJ Franchise Agreements
8.1 Renewals and Transfers. Manager shall not have the right to grant
renewals, extensions, or transfers of a Franchise Agreement or ownership
interests in a Franchisee or Retail Licensee, except as specifically directed by
TJC, on behalf of TJC.
8.2 Termination. Manager shall not have the right to terminate any TJC
Franchise Agreement. In the event Manager believes that a Franchisee is in
default of the Franchise Agreement, Manager shall recommend to TJC an
appropriate course of action. If TJC decides to terminate a Franchise Agreement,
TJC shall provide copies of all notices of termination to Manager prior to
delivery to Franchisee. If instructed by TJC, Manager shall send a notice of
default or termination on behalf of and as agent for, TJC, as may be permitted
under the Franchise Agreement and applicable law.
9. Accounts and Records
9.1 Books and Records. In addition to the reports specified in Section 5.2,
Manager shall maintain such books and records as Manager deems necessary to
provide quarterly reports to TJC regarding the status and activities of the
Franchise System. TJC shall have the right, at all times, to inspect all books
and records with respect to the TJC Bakeries, and the books and records created
by Manager that pertain solely to Manager's activities pursuant to this
Agreement.
9.2 Tax Returns. TJC and Manager each shall be responsible for the
preparation of their respective income tax forms, reports, and returns required
by any federal, state, county, municipal authority.
-5-
10. Insurance
Manager shall not be required to maintain any insurance policies in
addition to its current policies maintained by it with respect to its
franchising activities of other restaurant systems. TJC shall maintain insurance
policies of the type and amount TJC carried as of May 31, 1996, as specified in
the License Agreement.
11. Management Authority
11.1 Contracts. Except as prohibited by TJC, Manager is authorized to make
and enter to all such contracts and agreements as are required, in Manager's
reasonable business judgment, for the operation, maintenance, and service of the
Franchise System.
11.2 Employment of Personnel. Manager shall utilize its employees to
perform the services required hereunder. Except for the compensation specified
in Section 3, Manager shall not be entitled to payment or reimbursement from
TJC, for any reasonable travel related expenses, including air and ground
transportation, lodging, and needs incurred in connection with visits to the TJC
Bakeries by Manager's employees. If TJC specifically requests Manager's
employees to incur out-of-pocket expenses to manage the Franchise System, TJC
shall reimburse Manager for such expenses.
11.3 Extraordinary Services. Except as otherwise provided for under the
terms of this Agreement, Manager shall not be obligated under the Management
Agreement to provide any services of its legal, accounting, or similar staff, or
any other service of a professional, technical, extraordinary, or non-routine
nature, to or on behalf of TJC. Any such services as may be requested by TJC and
provided by Manager shall be upon such terms and provisions as may be agreed
upon by Manager and TJC at the time of such services.
12. Indemnification
12.1 Indemnification by TJC. TJC shall indemnify and hold Manager, its
affiliates, and their respective officers, directors, shareholders, agents and
employees harmless against and from any and all out-of-pocket loss, claims,
demands, liabilities, damages, costs and expenses (including reasonable
attorneys' fees) resulting from: (a) any material breach of any covenant,
representation, or warranty of TJC contained in this Agreement; and/or (b) any
claim by a Franchisee for a breach of a TJC Franchise Agreement or the violation
of any law regarding the offer, sale, renewal, transfer, or termination of the
TJC Franchise Agreement; except for claims arising out of Manager's gross
negligence under this Agreement; and/or (c) any claim by a third party,
including any governmental authority, arising out of or relating to (i) the
operation of the Franchise System, (ii) the sale, transfer or termination of any
TJC Franchise Agreement, (iii) the manufacture, production, marketing, sale,
purchase, distribution, use or consumption of its products produced,
distributed, or sold at or from a TJC Bakery; except for claims arising out of
Manager's gross negligence or intentional actions under this Agreement.
-6-
12.2 Indemnification by Manager. Manager shall indemnify and hold harmless
TJC and its affiliates, and their respective officers, directors, shareholders,
agents and employees against and from any and all out-of-pocket loss, claims,
demands, liabilities, damages, costs, and expenses (including reasonable
attorneys' fees) resulting from: (i) any material breach of any covenant,
representation, or warranty of Manager contained in this Agreement; and/or (ii)
any claims by a Franchisee for breach of a TJC Franchise Agreement; except for
claims arising out of TJC's gross negligence, or the implementation of TJC's
instructions to Manager that were inconsistent with the terms and conditions of
the Franchise Agreements.
13. General Provisions
13.1 Relationship. It is the intent of the parties hereto to create an
independent contract between TJC and Manager hereby, and Manager shall not have
the power to bind or obligate TJC, except as specifically set forth in this
Agreement or as otherwise approved by TJC in writing.
13.2 Benefits and Obligations. The covenants and agreements herein
contained shall inure to the benefit of, and be binding upon, the parties
hereto, and their respective successors permitted assigns.
13.3 Notices. Any and all notices required or permitted under this
Agreement shall be in writing, and shall be personally delivered, sent by
registered mail, reputable overnight delivery service, facsimile, or by other
means which affords the sender evidence of delivery or rejected delivery, to the
respective parties at the addresses designated below, unless and until a
different address has been designated by written notice to the other party.
If to Manager: TJ Holding Company, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Vice President
If to TJC: T.J. Cinnamons, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice Chairman/CFO
Any notice by a means which affords the sender evidence of delivery, or rejected
delivery, shall be deemed to have been given at the date and time of receipt or
rejected delivery.
13.4 Entire Agreement. This Agreement is the entire agreement between the
parties with respect to the subject matter hereof and no alteration,
modification, or interpretation hereof shall be binding unless in writing and
signed by the parties hereto.
-7-
13.5 Severability. The parties agree that if any provisions of this
Agreement may be construed in two ways, one of which would render the provision
illegal or otherwise void or unenforceable, and the other of which would render
the provision valid and enforceable, such provision shall have the meaning which
renders it valid and enforceable. The language of each provision of this
Agreement shall be construed according to its fair meaning and not strictly
against any party. It is the intent of the parties that the provisions of this
Agreement be enforced to the fullest extent, and should any court or other
public agency determine that any provision herein is not enforceable as written
in this Agreement, the provision shall be amended so that is enforceable to the
fullest extent permissible under the laws and public policies of the
jurisdiction in which the enforcement is sought. The provisions of this
Agreement are severable, and this Agreement shall be interpreted and enforced as
if all completely invalid or unenforceable provisions were not contained in the
Agreement, and partially valid and enforceable provisions shall be enforced to
the extent that they are valid and enforceable.
13.6 Conflict with License Agreement. In the event of any conflict or
inconsistency between the terms of this Agreement and the terms of the License
Agreement, the terms of the License Agreement shall be controlling.
13.7 Applicable Law. The entering into, performance, and interpretation of
this Agreement shall be governed, construed, and interpreted by the laws of the
state of Florida without regard to the law of conflicts (and without giving
effect to the application of Florida choice-of-law rules). Manager and TJC
hereby agree that to the extent that any disputes arise that cannot be resolved
directly between the parties, the parties shall file any necessary suit only in
the federal or state court having jurisdiction where Manager's principal office
is then located. The parties irrevocably submit to the jurisdiction of any such
court and waive any objection they may have to either the jurisdiction or venue
of any such court. This Section 13.7 shall not be interpreted to apply any
franchise law or business opportunity law to the relationship between Manager
and TJC or the subject matter of this Agreement, which would not otherwise be
applicable.
13.8 Assignment. Manager shall have the right to transfer any of its rights
or delegate any of its duties under this Agreement to any affiliate of Manager,
or to any entity to whom Manager transfers or assigns its rights in and to the
License Agreement. The term "affiliate" shall include any person or entity (or
combination thereof) controlling, controlled by or under common control with
Manager. TJC shall not transfer any of its rights or interests in this Agreement
or in the Franchise Agreements except in accordance with the provisions of the
License Agreement.
13.9 No Third Party Rights. Except as expressly provided to the contrary
herein, nothing in this Agreement is intended, nor shall be deemed, to confer
upon any person or legal entity other than TJC, Manager, and Manager's
affiliates and their respective officers, directors, and employees, and such of
TJC's and Manager's respective successors and assigns (as may be permitted under
this Agreement) any rights or remedies under or by reason of this Agreement.
-8-
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.
T.J. Cinnamons. Inc. TJ Holding Company. Inc.
TJC Manager
By: _______________________ By: _______________________
Name: ______________________ Name: _______________________
Title: _______________________ Title: _______________________
-9-
EXHIBIT A
to
Management Agreement
TJC Bakeries
------------
Franchisee Name Location
--------------- --------
See attached list (Schedule A-1)
T.J. Cinnamons, Inc. Poughkeepsie Gallerie Mall, #129
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 126.01
TJC Retail Locations
--------------------
Retail Licensee Location
--------------- --------
See attached list (Schedule A-2)
-10-
Schedule A-1 to Management Agreement
SCHEDULE 3.7
LISTING OF THE LOCATIONS OF T.J CINNAMONS BAKERIES
Form of
Bakery Franchise
Franchisee Bakery # Bakery Street Address Town State Zip Phone # Agreement
---------- -------- --------------------- ---- ----- ----- ----------- ----------
▇▇▇▇, ▇▇▇▇▇▇ 216-01 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 318-988-2800 STD/87/FA
▇▇▇▇▇, ▇▇▇▇▇▇ 041-01 WINDY HILLS, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 404-953-1997 ▇▇▇/▇▇/▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 404-977-3685 STD/88/FA
▇▇▇▇▇, ▇▇▇▇▇▇ 041-03 MACY'S CELLAR, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 404-221-7932 STD/87/FA
▇▇▇▇▇, ▇▇▇▇▇▇ 041-05 MACY'S LENOX SQ.,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇.▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 404-231-8928 ▇▇▇/▇▇/▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 404-231-8928
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 213-291-5313 ▇▇▇/▇▇/▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇. MALL,
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 508-695-3799 STD/1988
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 190-01 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 703-821-3080 STD/87/FA
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 190-00 TYSON GALLERIA,
▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇.#▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 703-821-7944 STD187/FA
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇-▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ CTR.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 301-870-0811 STD/87/▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ #▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 617-387-8282 STD/87/FA
▇▇▇▇▇▇▇, ▇▇▇▇/J ▇▇▇ 234-01 SUGAR CREEK VILLAGE,
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 713-242-7655 STD/87/FA
▇▇▇▇▇, ▇▇▇▇/▇▇▇▇▇▇▇ 015-02 ENCANTADA SO. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 505-884-1115 STD/87/▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SHOPS ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 306-255-8824 STD/86/FA
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 031-01 DANBURY FAIR MALL,
7 ▇▇▇▇▇▇ AVE. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 203-794-9866 STD/86/FA
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇/VIRGINIA 185-01 UNVERSITY COMMONS, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 910-395-5240 STD/87/FA
▇▇▇▇▇▇, ▇▇▇▇▇ 072-01 ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 806-745-3409 STD/87/FA
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 244-01 CRANBERRY MALL, ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 410-876-6837 ▇▇▇/▇▇/▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇-▇▇ ▇▇▇. ▇▇ SALISBURY,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 410-860-9361 STD/10002511
▇▇▇▇▇▇▇, ▇▇▇▇▇ 213-01 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 501-223-2048 STD/87/FA
▇▇▇▇, ▇▇▇▇▇ 235-01 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 402-463-1727 STD/87/▇▇
▇▇▇▇▇, MlIKE 238-01 PRINCETON MARKET FAIR,
▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ 609-520-8392 STD/1988
▇▇▇▇▇▇▇, ▇▇▇▇▇ 223-01 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 203-524-8022 STD/87/▇▇
▇▇▇▇▇▇, ▇▇▇▇ 214-01 UNIVERSITY MALL, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 802-865-9287 STD/1988
▇▇▇▇▇▇, ▇▇▇▇▇ 267-01 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 215-281-2691 STD/10002511
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 270-01 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SPACE ▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ 2/95
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 178-01 BAREFOOT LANDING,
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 803-272-1935 STD/87/FA
▇▇▇▇▇, ▇▇▇▇▇▇ 249-01 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 206-882-3636 STD/1989
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇. -- ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 206-223-8930 NEW
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. MALL,
#D/5B ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ & ▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 612-232-2606 10002729/
INDIANA
▇▇▇▇▇, ▇▇▇▇▇ 224-01 GOLD COAST MALL,
▇▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 410-723-2932 STD/87/FA
NATCHIONNE, ▇▇▇▇▇ 257-01 ELECTRIC CO MALL,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 319-846-6070 STD/1988
NATCHIONNE, ▇▇▇▇▇ 257-02 CELEBRATION AT SIX FORKS,
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 919-846-9004 STD/1988
NATCHIONNE, ▇▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 919-782-3070
▇▇▇▇▇, ▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 317-842-6597 STD/197/▇▇
▇▇▇▇▇▇, ▇▇▇▇ 264-01 LINCOLN VILLAGE,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 512-452-7655 STD/10002511
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 211-02 12 CORNERS SHOPPING PLAZA,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 716-473-1310 STD/87/FA
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 602-298-2253 STD/87/FA
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇-▇▇ #▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 412-921-8511 ▇▇▇/▇▇/▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 316-686-7777 STD/87/FA
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ 268-01 #154 UNIVERSITY MALL,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 205-556-1122 ▇▇▇/▇▇/▇▇
▇▇▇▇, ▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇. ▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 305-336-1948 STD/87/▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 916-250-9228 --
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 226-01 WONDER MARKET PLAZA, ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 506-753-0724 STD/87/▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ 216-01 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 401-245-0460 STD/1988
Schedule A-2 (to Management Agreement)
TJC Retail Locations
1. Texaco StarMart Locations (and one Exxon location) identified on the
attached list
2. Petro stations, owned by the entities designated in the letter agreement
dated November 21, 1995, proposed to be located at:
▇. ▇▇▇▇▇ 2
▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
b. ▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇. ▇▇▇▇▇ of York
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
3. United Petroleum location at:
United Petroleum
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
T.J. Cinnamons, Inc
Schedule of Texaco Starmart Locations
Pursuant to the ▇▇▇▇▇ Foods License Agreement
Date
Locations Installed
--------- ---------
Exxon Texarkana 05/25/95
Texaco - ▇▇▇▇▇▇▇ City MO 12/26/94
Texaco - Platte, MO 12/26/94
Texaco - Olathe KS 12/26/94
Texaco - Overland Park KS 12/26/96
Texaco - ▇▇▇▇▇▇▇ City KS 01/26/95
Texaco - Tulsa Yale St 05/04/95
Texaco - San Diego 08/15/95
Texaco - Santa Clarita 08/25/95
Texaco - Burbank 08/25/95
Texaco - Merriam KS 10/15/95
Texaco - S. Peoria Tulsa 09/25/95
Texaco - White Oak/Fayetteville AR 10/20/95
Texaco - Westminister CO Jan-96
Texaco - Thornton CO 01/06/96
Texaco - Denver CO 01/06/96
Texaco - Tuelafin OR 04/01/96
Texaco - Sherwood AR 11/14/95
Texaco - Blue Springs MO 10/15/95
Texaco - Sarasota FL 01/23/96
Texaco - Anaheim CA 10/01/95
Texaco - E. Kansas City MO 02/01/96
Texaco - Mt Shasta CA 04/01/96
Texaco - Azuza CA 02/01/96
Texaco - Pomona CA 02/01/96
Texaco - Victorville CA 02/01/96
Texaco - Overland Park, KS 02/01/96
Texaco - Independence MO 04/01/96
Texaco - Belton MO 02/01/96
Texaco - Kansas City MO 02/01/96
Texaco - Oklahoma City OK 04/30/96
Texaco - Fayetteville AR 04/22/96
Texaco - Pleasant Valley MO 04/01/96
