EXHIBIT 10.2
FRANCHISE AGREEMENTS
1. Franchisee:
----------
Welsh, Inc., formerly known as Crossroads of Virginia, Inc.
X.X. Xxx 00000
Xxxxxxxxxxxx, Xxxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center #52
Interstate-81 and U.S. Xxxxx 00 (Xxxx 00)
Xxxx Xxxxxxxx, Xxxxxxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of March 4, 1985 (expiration date:
March 7, 1996)
(2) Supplement to Franchise Agreement dated as of March 4, 1985
(3) Amendment to Franchise Agreement dated as of February 1, 1991
(4) Second Amendment to Franchise Agreement dated as of November 25,
1991
(5) Third Amendment to Franchise Agreement dated Xxxxx 0, 0000
(0) Xxxxxxx Xxxxxxxxx Letter dated March 13, 1995 extending renewal to
May 31, 1995
(7) Renewal Extension Letter dated May 29, 1996 extending renewal to
August 31, 1995
(8) Renewal Extension Letter dated August 29, 1996 extending renewal to
December 31, 1996
(9) Billing Program Agreement dated as of September 24, 1991
(expiration date: March 7, 1996)
(10) Arbitration Agreement dated as of November 25, 1991
(11) Software License Agreement dated June 8, 1995
b. Exclusive Territory:
-------------------
The exclusive territory covers the area from Wytheville, Virginia to the
following points:
(1) North on Interstate 81 in a northeasterly direction to the
intersection of Highway 211;
(2) South on Interstate 81 in a south-southwesterly direction to the
point that is an intersection of Interstate 40 and Interstate 81;
(3) North on Xxxxx Xxxxxxx 00 xx Xxxxxx, Xxxx Xxxxxxxx; and
(4) South on Highway 77 to Statesville, North Carolina.
c. Deposits and Fees Payable:
-------------------------
(1) $1,000 Application Fee
(2) $75,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 3.5% of Gross Sales plus $.0035 per
gallon of Fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising fee of up to .25% of gross sales for the preceding
calendar month.
d. Variations to Deposits and Fee Payable Pursuant to Franchise Agreement:
----------------------------------------------------------------------
(1) Royalty fee Waived for first four months of operation
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: No.
-------------------------------------------------------
2. Franchisee:
----------
Highway Service Ventures, Inc.
000 Xxxxxx Xxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center #51
Interstate-95 & Md. 279 (Exit 109A)
Xxxxxx, Xxxxxxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of August 9, 1985 (expiration date:
September 29, 1995)
(2) Supplement to Franchise Agreement dated as of August 9, 1985
(3) Second Supplement to Franchise Agreement dated as of April 28, 1987
(4) Amendment to Franchise Agreement dated as of August 21, 1991
(5) Renewal Extension letter dated September 29, 1995 extending renewal
to December 31, 1995
(6) Renewal Extension letter dated February 16, 1996 extending renewal
to Xxxxx 00, 0000
(0) Xxxxxxx Xxxxxxxxx letter dated March 29, 1996 extending renewal to
May 31, 1996
(8) Renewal Extension letter dated May 28, 1996 extending renewal to
Xxxxxx 00, 0000
(0) Xxxxxxx Xxxxxxxxx letter dated August 29, 1996 extending period to
December 31, 1996
(10) Billing Program Agreement dated as of October 30, 1991 (expiration
date: September 29, 1995)
(11) Arbitration Agreement dated as of October 30, 1991
(12) Software License Agreement dated April 26, 1995
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the right-of-way of
Highway I-95 and extending one (1) mile from both sides of the right-
of-way of Highway I-95 from a point on Highway I-95 located one hundred
(100) miles north of the Franchised Location to a point on Highway I-95
located (20) miles south of the District of Columbia.
c. Deposits and Fees Payable:
-------------------------
(1) $1,000 Application Fee
(2) $75,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 3.5% of Gross Sales plus $.0035 per
gallon of Fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of gross sales for the preceding
calendar month
d. Variations from Deposits and Fees Payable Pursuant to Franchise
Agreement
(1) Initial Franchise Fee - $15,000
(2) Fuel Royalty Fee shall relate to on-premise sales of diesel only
and such royalty fee shall be a maximum of $175,000 for one year,
from date business opens and such maximum royalty fee for date
business opens shall increase by 1/2 of increase in CPI for
applicable year for ten years for date business opens
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: No.
-------------------------------------------------------
3. Franchisee:
----------
Xxxxx Associates Truckstop, Inc.
X.X. Xxx 000
Xxxxxxx, Xxxxxxxxx 00000
Franchised Location:
-------------------
Xxxxx Xxxxxx Xxxxx #00
Xxxxxxxxxx-00/Xxxxxxxxxx-00 (Xxxx 000) at Xxxxxxx 00
Xxxxxxx, Xxxxxxxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of October 15, 1985 (expiration date:
December 1, 2001)
(2) Amendment to Franchise Agreement dated as of December 1, 1986
(3) Second Amendment to Franchise Agreement dated as of November 18,
1991
(4) Billing Program Agreement dated September 18, 1991 (expiration
date: September 2, 1996)
(5) Arbitration Agreement dated as of November 18, 1991
(6) Assignment and Agreement Regarding Franchise Agreement dated as of
May 25, 1995
(7) Third Amendment to Franchise Agreement dated February 23, 1993
(8) Fourth Amendment to Franchise Agreement dated December 30, 1994
(9) Fifth Amendment to Franchise Agreement dated November 27, 1995
(Dairy Queen)
(10) Fifth Amendment to Franchise Agreement dated February 19, 1996
(Little Caesar's)
(11) Software License Agreement dated April 26, 1996 between Xxxxx
Companies, Inc. and Petro Stopping Centers, L.P.
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the right-of-way of
the following-described portions of Interstate Highways 90, 94 and
90/94, and extending in width one mile from either side of such
Highways: Beginning in length from the north side of the intersection of
Xxxxx Xxxxxxx 00 and Interstate Highway 90 ("IH 90"), and extending
north and northwest along IH 90 until IH 90 intersects with Interstate
Highway 94 ("IH 94"), where IH 90 becomes Interstate 90/94 ("IH 90/94");
and continuing northwest along IH 90/94 to a point where IH 94 continues
northwest and IH 90 continues west; and continuing north along IH 94 to
the southern side of the intersection of IH 94 and State Highway 54
near Black River Falls, Wisconsin, and continuing west along IH 90 to
the east side of the intersection of XX 00 xxx X.X. Xxxxxxx 00 xxxx Xx
Xxxxxx, Xxxxxxxxx.
c. Deposits and Fees Payable:
-------------------------
(1) $1,000 Application Fee
(2) $75,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 3.5% of Gross Sales plus $.0035 per
gallon of Fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of all gross sales for the preceding
calendar month
d. Variations to Deposits and Fees Payable Pursuant to Franchise Agreement:
-----------------------------------------------------------------------
(1) Monthly Minimums Gross Sales changed: 1 through 6 months 500,000
gallons; 6 through 18 months 500,000 gallons and 18 through
termination 700,000 gallons
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location upon Termination**: No.
-------------------------------------------------------
4. Franchisee:
----------
Truckstop Distributors, Inc.
X.X. Xxx 000
Xxxxxxx, Xxxx 00000
Franchised Location:
-------------------
Petro Stopping Center #54
Interstate-44 and State 43 South (Exit 4)
Xxxxxx, Xxxxxxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of January 2, 1987 (expiration date:
October 11, 1997)
(2) Amendment to Franchise Agreement dated as of January 2, 1987
(3) Amendment to Franchise Agreement dated as of March 11, 1987.
(4) Amendment to Franchise Agreement dated as of January 29, 1991
(5) Fourth Amendment to Franchise Agreement dated as of January 16,
1992
(6) Billing Program Agreement dated as of December 2, 1990 (expiration
date: October 11, 1993)
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the right-of-way of
the following described portions of U.S. Interstate Highway 44 ("I-44")
and U.S. Federal Highway 69 ("U.S. 69") and extending in width one mile
from either side of such Highways and an area including the right-of-way
of the following described portions of U.S. Interstate Highway 270
("Loop 270") and U.S. Interstate Highway 255 ("Loop 255") and extending
in width one-half mile from either side of such Highways:
(1) From the Franchised Location northeast along I-44 to St. Louis,
Missouri to a point where I-44 intersects with Loop 270 and
continuing southeast to the point at which Loop 270 becomes Loop
255, and from that point, east to the Illinois State line;
(2) From the Franchised Location west along I-44 to Tulsa, Oklahoma to
the point where I-44 reaches the west side of the existing (at the
date of the Franchise Agreement) city limits of Tulsa, Oklahoma;
and
(3) From the Franchised Location southwest along U.S. 69 to the nearest
point on U.S. 69 to McAlester, Oklahoma.
c. Deposits and Fees Payable:
-------------------------
(1) $1,000 Application Fee
(2) $75,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 3.5% of Gross Sales plus $.0035 per
gallon of Fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of all gross sales for the preceding
calendar month
d. Variations to Deposits and Fees Payable Pursuant to Franchise Agreement:
-----------------------------------------------------------------------
(1) Limitation of monthly Gross Sales at Trucker's Stores of $100,000
until monthly sales at all Trucker's stores, company-owned and
franchised, exceed $100,000
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location upon Termination**: No.
-------------------------------------------------------
5. Franchisee:
----------
Highway Service Ventures, Inc.
000 Xxxxxx Xxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center #56
Interstate-95 & Xxxxx 000 (Xxxx 00)
Xxxxxx Xxxx, Xxxxxxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of April 15, 1987 (expiration date:
March 13, 1998)
(2) Supplement to Franchise Agreement dated as of April 28, 1987
(3) Amendment to Franchise Agreement dated as of August 21, 1991
(4) Billing Program Agreement dated as of October 30, 1991 (expiration
date: March 13, 1998)
(5) Arbitration Agreement dated as of October 30, 1991
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the right-of-way of
the following described portions of U.S. Interstate Highway 95 ("I-95")
and U.S. Interstate Highway 85 ("I-85") and extending in width one mile
from the right-of-way line of both sides of such Highways:
(1) From the Franchised Location north along I-95 to the southern side
of the boundary of the Franchise Area for the Elkton, Maryland
franchise (approximately 20 miles from the city limits of
Washington, D.C.); and
(2) From the Franchised Location south along I-95 to the point on I-95
nearest Rocky Mount, North Carolina; and
(3) From the point south of Richmond, Virginia where I-85 and I-95
split, south along I-85 to the North Carolina State line.
c. Deposits and Fees Payable:
-------------------------
(1) $1,000 Application Fee (credited against Initial Franchise Fee)
(2) $75,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 3.5% of Gross Sales plus $.0035 per
gallon of Fuel Sales
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of all gross sales for the preceding
Calendar Month
d. Variations to Deposits and Fees Payable Pursuant to Franchise Agreement:
-----------------------------------------------------------------------
(1) Fuel sales exclude bulk fuel sales and relating only to on-premises
sales of diesel fuel with a maximum royalty fee of $175,000 for one
year, commencing on the date the Franchised Location opens for
business, increasing each year during the initial term by 1/2 of
the increase in the Consumer Price Index
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: No.
-------------------------------------------------------
6. Franchisee:
----------
Welsh, Inc.
X.X. Xxx 00000
Xxxxxxxxxxxx, Xxxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center #55
0000 Xxxxxx Xxxxxx
Xxxx Xxxxxxx, Xxxxxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of October 8, 1987 (expiration date:
October 14, 1997)
(2) Supplement to Franchise Agreement dated as of October 8, 1987
(3) First Amendment to Franchise Agreement dated as of May 3, 1990
(4) Second Amendment to Franchise Agreement dated as of November 25,
1991
(5) Third Amendment to Franchise Agreement dated March 15, 1995
(6) Billing Program Agreement dated as of September 24, 1991
(expiration date: October 14, 1997)
(7) Arbitration Agreement dated as of November 25, 1991
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the right-of-way of
the following described portions of United States Interstate Highways
80/90, 94, 65, 80 and 90 (referred to herein as "I-80/90," "I-94," "I-
65," "I-80" and "I-90," respectively) and extending in width one mile
from either side of such Highways:
(1) From the Franchised Location east along I-80/I-90 to the western
side of the intersection of I-80/I-90 and I-65;
(2) From the Franchised Location east along I-94 to the Indiana-
Michigan State line;
(3) From the Franchised Location sought along I-65 to the northern side
of the intersection of Indiana Highway 28 and I-65;
(4) From the Franchised Location west along I-80 to the eastern city
limits of LaSalle, Illinois;
(5) From the Franchised Location north along I-94 to the Wisconsin
State line; and
(6) From the Franchised Location north along I-90 to where I-90
intersects Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx 00.
c. Deposits and Fees Payable:
-------------------------
(1) $1,000 Application Fee
(2) $75,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 3.5% of Gross Sales plus $.0035 per
gallon of Fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of all gross sales for the preceding
calendar month
d. Variations to Deposits and Fees payable pursuant to Franchise Agreement:
-----------------------------------------------------------------------
(1) Royalty fee waived for the first 8 months commencing on the date
gasoline fuel is land and restaurant open for business; after such
8 months have elapsed full royalties shall be payable thereafter.
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: No.
-------------------------------------------------------
7. Franchisee:
----------
Petro of Richmond, Inc.
000 Xxxxxx Xxxx.
X.X. Xxx 000
Xxxxxx, Xxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center #57
0000 Xxxxxxxx Xxxx Xxxx at X.X. 00
Xxx Xxxxx, Xxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of September 1, 1988 (expiration date:
October 29, 1999)
(2) Supplement to Franchise Agreement dated as of September 1, 1988
(3) Amendment to Franchise Agreement dated as of August 7, 1991
(4) Billing Program Agreement dated as of October 1, 1991 (expiration
date: October 29, 1999)
(5) Security Agreement dated September 1, 1988
(6) Guaranty dated September 1, 1988
(7) Consent and Subordination Agreement dated June 23, 1993
(8) Arbitration Agreement dated as of October 1, 1991
(9) Software License Agreement dated June 8, 1995
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the Franchised
Location and the right-of-way of the following described portions of
Interstate Highway 70 ("I-70"), Ohio State Highway 56 ("Ohio 56") and
Indiana State Highway 3 ("Indiana 3") and extending in width one mile
from either side of I-70:
(1) From the Ohio/Indiana State line east along I-70 to the west side
of the interchange of I-70 and Ohio 56; and
(2) From the Ohio/Indiana State line west along I-70 to the east side
of the interchange of I-70 and Indiana 3.
c. Deposits and Fees Payable:
-------------------------
(1) $5,000 Application Fee
(2) $100,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus $.004
per gallon of Fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of monthly Nonfuel Gross Sales and
Fuel Sales for the preceding calendar month
d. Variations to Deposits and Fees payable pursuant to Franchise Agreement:
-----------------------------------------------------------------------
None.
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: Yes.
-------------------------------------------------------
8. Franchisee:
----------
CTM, Inc.
X.X. Xxx 000
Xxxxxx, Xxxxxx 00000
Franchised Location:
-------------------
Petro:2 #81
Interstate-70 at X. 0xx Xxxxxx
Xxxxxx, Xxxxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of February 2, 1990 (expiration date:
February 27, 2000)
(2) Amendment to Franchise Agreement dated as of August 7, 1991
(3) Billing Program Agreement dated as of October 1, 1991 (expiration
date: February 28, 2000)
(4) Second Amendment to Franchise Agreement dated March 19, 1996
(5) Arbitration Agreement dated as of October 1, 1991
(6) Security Agreement dated February 2, 1990
(7) Guaranty dated as of October 1, 1991
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the Franchised
Location and the right-of-way of the following described portions of
Interstate Highways 70 and 135 (referred to herein as "I-70" and "I-35,"
respectively) and United States Highway 81 (referred to as "U.S. 81"):
(1) From the Franchised Location east on I-70 to Exit 330 just east of
Kansas High way 99;
(2) From the Franchised Location west on I-70 to Xxxxx Xxxxxxx 000 xx
Xxxx, Xxxxxx;
(3) From the Franchised Location sought on I-135 to Xxxx 00 xxxxx xx
Xxxxxx, Xxxxxx; and
(4) From the Franchised Location north on U.S. 81 to Kansas Highway 9
at Concordia, Kansas.
c. Deposits and Fees Payable:
-------------------------
(1) $5,000 Application Fee
(2) $20,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus $.004
per gallon of Fuel Sales (excluding bulk fuel sales)
(4) Initial Training Fee waived
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of monthly Nonfuel Gross Sales and
Fuel Sales
d. Variations to Deposits and Fees payable pursuant to Franchise Agreement:
-----------------------------------------------------------------------
None.
e. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement: None.
---------
f. Right of First Refusal**: Yes.
----------------------
g. Option to Purchase Franchised Location Upon Termination**: Yes.
-------------------------------------------------------
9. Franchisee:
----------
Highway Service Ventures, Inc.
000 Xxxxxx Xxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center #58
0000 XX Xxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of May 11, 1990 (expiration date:
February 10, 2001)
(2) Amendment to Franchise Agreement dated as of August 21, 1991
(3) Billing Program Agreement dated as of October 30, 1991 (expiration
date: February 10, 2001)
(4) Arbitration Agreement dated as of October 1, 1991
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the right-of-way of
the following described portions of United States Interstate Highways
95 and 20 (referred to herein as "I-95" and "I-20," respectively) and
extending in width one mile from either side of such Highways:
(1) From the Franchised Location north on I-95 to Xxxx 00 xx Xx. Xxxxx,
Xxxxx Xxxxxxxx;
(2) From the Franchised Location south on I-95 to the South
Carolina/Georgia State line; and
(3) From the Franchised Location west on I-20 to Exit 92 at Lugoff,
South Carolina.
c. Deposits and Fees Payable:
-------------------------
(1) $5,000 Application Fee
(2) $95,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 4.0% of the Nonfuel Gross Sales plus
$.004 per gallon of Fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of monthly Nonfuel Gross Sales and
Fuel Sales
d. Variations from Deposits and Fees payable pursuant to Franchise
---------------------------------------------------------------
Agreement: None.
---------
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: Yes.
-------------------------------------------------------
10. Franchisee:
----------
Crossroads of Idaho, Inc.
d/b/a Crossroads of Idaho Stopping Center
X.X. Xxx 000
Xxxx Xxxxx, Xxxxx 00000
Franchised Location:
-------------------
Petro:2 #82
Xxxxxxxxxx-00 xx X.X. Xxxxxxx 00
Xxxxxx, Xxxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of November 8, 1989 (expiration date:
December 16, 2000)
(2) Letter Amendment dated as of November 8, 1989 granting franchisee
right of first refusal, subject to the terms and conditions of
such agreement, for an area including the following described
portions of Interstate Highways 84 and 86 ("IH 84" and "IH 86,"
respectively): From Exit 64 on IH 84 (near Boise, Idaho) north and
west on IH 84 to Exit 000 xx XX 00 (xxxx Xxxxxxx, Xxxxxx; from
Exit 52 on IH 86 (near Pocatello, Idaho) east on IH 86 to the
intersection of IH 86 and IH 15 and from such intersection north
on Interstate Xxxxxxx 00 xxx X.X. Xxxxxxx 00 (xxxx Xxxxx Xxxxx,
Xxxxx); and from the Idaho/Utah border on IH 84 south on IH 84 to
Xxxx 00 xx XX 00 (xxxx Xxxxxxxxx, Xxxx)
(3) Amendment to Franchise Agreement dated as of January 27, 1992
(4) Billing Program Agreement dated as of October 1, 1991 (expiration
date: December 16, 2000)
(5) Arbitration Agreement dated as of January 27, 1992
(6) Security Agreement dated November 8, 1989
(7) Guaranty dated November 8, 1989
(8) Assignment of Petro Franchise Agreement dated July 22, 1991
(9) Consent and Subordination Agreement dated July 22, 1991
(10) Assignment of Petro Franchise Agreement dated November 15, 1995
11) Consent and Subordination Agreement dated November 15, 1995
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the following
described portions of Interstate Highways 84 and 86 ("IH 84" and "IH
86," respectively):
(1) From Exit 64 on IH 84 (near Boise, Idaho) south and east on IH 84
to the border of Idaho and Utah; and
(2) From the intersection of IH 84 and IH 86 north and east on IH 86 to
Exit 52 on IH 86 (near Pocatello, Idaho).
c. Deposits and Fees Payable:
-------------------------
(1) $5,000 Application Fee
(2) $45,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus $.004
per gallon of Fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of monthly Nonfuel Gross Sales and
Fuel Sales
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement:
----------
(1) No Royalties on Gasoline and restaurant sales from January 1, 1994
through November 30, 1999
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: Yes.
-------------------------------------------------------
11. Franchisee:
-----------
Welsh, Inc.
X.X. Xxx 00000
Xxxxxxxxxxxx, Xxxxxxx 00000
Franchised Location:
-------------------
Petro:2 #80
Interstate-94 and X. Xxxxxx Road (Exit 30)
Xxxxxx Xxxxxx, Xxxxxxxx 00000
a. Franchise Agreement and Amendments: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of May 3, 1990 (expiration date: June
30, 1999)
(2) Supplement to Franchise Agreement dated as of May 3, 1990
(3) Amendment to Franchise Agreement dated as of November 25, 1991
(4) Second Amendment to Franchise Agreement dated March 15, 1995
(5) Billing Program dated as of September 24, 1991 (expiration date:
June 30, 1999)
(6) Arbitration Agreement dated as of November 25, 1991
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the right-of-way of
the following described portions of United States Interstate Highways
94 and 196 (referred to herein as "I-94" and "I-196," respectively) and
extending in width one mile from either side of such highways:
(1) From the Franchised Location east along I-94 to the intersection
of I-196 and then north along I-196 to the western side of the
intersection of I-196 and I-94;
(2) From the Franchised Location east along I-94 to five miles beyond
the intersection of X-00 xxx Xxxxxxxx Xxxxxxx 000; and
(3) From the Franchised Location west along I-94 to the Michigan-
Indiana State line.
c. Deposits and Fees Payable:
-------------------------
(1) No Application Fee Paid
(2) $25,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus
$.004 per gallon of Fuel Sales (excluding bulk fuel sales);
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of monthly Nonfuel Gross Sales and
Fuel Sales
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement:
---------
(1) Training Fee reduced to $25,000
(2) Initial Franchise Fee reduced to $25,000
(3) Royalty Fee Waived from opening for business through September 30,
1990 and after
such period royalties shall not be payable with respect to the
first: 300,000 gallons of diesel fuel sold per month; $20,000 of
restaurant food sales per month; $25,000 of travel stores sales
per month; and $2,250 of scale income per month.
(4) Monthly Advertising and Marketing Fees shall first be payable
beginning the seventh month of opening of business
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: Yes.
-------------------------------------------------------
12. Franchisee:
----------
Rochelle Travel Plaza, Inc.
X.X. Xxx 000
Xxxxxxxx, Xxxxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center
Interstate 39 and Illinois Xxxxxxx 00
Xxxxxxxx, Xxxxxxxx 00000
a. Franchise Agreement and Amendment: Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of March 29, 1991 (expiration date:
April 26, 2002)
(2) Supplement to Franchise Agreement dated March 28, 1991
(3) Second supplement to Franchise Agreement dated as of March 26,
1992
(4) Billing Program Agreement dated as of January 20, 1992 (expiration
date: April 26, 2002)
(5) Security Agreement dated March 28, 1991
(6) Guaranty dated as of March 28, 1991
(7) Arbitration Agreement dated as of January 2, 1992
(8) Consent and Subordination Agreement dated April 10, 1991
(9) Consent, Subordination and Intercreditor Agreement dated as of
March 26, 1992
(10) Software License Agreement dated July 20, 1995
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the Franchised
Location and the right-of-way of the following described portions of
Interstate Xxxxxxx 00 ("X-00"), X.X. Xxxxxxx 00 ("X.X. 00"), Xxxx Xxxx
0, xxx Xxxxxxxxxx Xxxxxxx 00 ("I-88") and extending in width one mile
from either side of such Highways:
(1) From the Franchise Location north along I-39 and U.S. 51 to the
Illinois-Wisconsin State line;
(2) From the Franchised Location south along I-39 and U.S. 51 to the
north side of Interchange Number 135 of U.S. 51 and Xxxxxxxxxx
Xxxxxxx 00 xxxxx xx Xxxxxxxxxxx, Xxxxxxxx;
(3) From the interchange of I-39 and X-00/Xxxx Xxxx 0 west to the east
side of the interchange of X-00 xxx Xxxxxxxx Xxxxx Xxxxxxx 00 xxxx
Xxxxxx, Xxxxxxxx; and
(4) From the interchange of I-39 and X-00/Xxxx Xxxx 0 Xxxx to the west
side of the interchange of X-00/Xxxx Xxxx 0 xxx Xxxxxxxx Xxxxx
Xxxxxxx 00 near Aurora, Illinois.
c. Deposits and Fees Payable:
-------------------------
(1) $5,000 Application Fee
(2) $70,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus
$.004 per gallon of Fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of monthly Nonfuel Gross Sales and
Fuel Sales
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement: None.
---------
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: Yes.
-------------------------------------------------------
13. Franchisee:
----------
Fargo Stopping Center, L.L.C.
X.X. Xxx 0000
Xxxxx, Xxxxx Xxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center
Interstate Highway 94 at 00xx Xxxxxx and 00xx Xxxxxx
Xxxxx, Xxxxx Xxxxxx 00000
a. Franchise Agreement and Amendments Expiration Dates*:
-----------------------------------------------------
(1) Franchise Agreement dated as of January 31, 1994 (expiration
date: November 27, 2004)
(2) Supplement to Franchise Agreement dated January 31, 1994
(3) Billing Program Agreement dated as of January 31, 1994
(expiration date: November 27, 2004)
(4) Arbitration Agreement dated as of January 31, 1994
(5) Security Agreement dated as of January 31, 1994
(6) Guaranty dated as of January 31, 1994
(7) Software License Agreement dated May 9, 1995
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the Franchised
Location and the right-of-way of the following described portions of
Interstate Highway 94 ("I-94"), and Interstate Highway 29 ("I-29") and
extending in width one mile from either side of such Highways:
(1) From the Franchised Location east along I-94 to the west side of
the interchange of Xxxxxxx 00 and I-94 at I-94 exit number 127 near
Sauk Centre, Minnesota;
(2) From the Franchised Location west along I-94 to the east side of
the interchange of Xxxxxxx 00 and I-94 at I-94 exit number 10 near
Belfield, North Dakota;
(3) From the interchange of I-94 and I-29 north along I-29 to the south
side of the interchange of Xxxxxxx 00 and I-29 at I-29 exit number
203 near Joliette, North Dakota; and
(4) From the interchange of I-94 and I-29 south along I-29 to the north
side of the interchange of Xxxxxxx 00 and I-29 at I-29 exit number
207 near Summit, South Dakota.
c. Deposits and Fees Payable:
-------------------------
(1) $25,000 Application Fee (credited against Initial Franchise Fee)
(2) $75,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus $.004
per gallon of Fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of monthly Nonfuel Gross Sales and
Fuel Sales
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement:
---------
(1) Letter temporarily reducing royalty fees from: Non-fuel Sales to 1%
and Diesel and gasoline to .001% for the months of July, August,
September and October of 1995.
(2) Letter temporarily reducing royalty fees from: Non-fuel Sales to 1%
and Diesel and gasoline to .001% for the months of May, June, July
and August of 1996.
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: Yes.
-------------------------------------------------------
14. Franchisee:
----------
Highway Service Ventures, Inc.
000 Xxxxxx Xxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center #60
00000 Xxx Xxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 00000
a. Franchise Agreement and Amendments; Expiration Date*:
---------------------------------------------------
(1) Franchise Agreement dated as of May 3, 1994 (expiration date:
January 15, 2005)
(2) Supplement to Franchise Agreement dated May 3, 1994
(3) Billing Program Agreement dated as of May 3, 1994 (expiration
date: January 15, 2005)
(4) Arbitration Agreement dated as of May 3, 1994
(5) Security Agreement dated as of May 3, 1994
(6) Supplemental Acknowledgement, Consent and Agreement of Petro dated
April 3, 1994
b. Exclusive Territory:
-------------------
The Exclusive Territory covers an area including the Franchised
Location and the right-of-way of the following described portions of
Interstate Highway 85 ("I-85") and extending in width one mile from
either side of such highway.
(1) From the Franchised Location east along I-85 to the west side of
exit number 27 near Belmont, North Carolina.
(2) From the Franchised Location west along I-85 to the east side of
the interchange of I-85 and Loop I-285.
c. Deposits and Fees Payable:
-------------------------
(1) $25,000 Application Fee (credited against initial Franchise Fee)
(2) $100,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus
$.004 per gallon of fuel sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of monthly Nonfuel Gross Sales and
Fuel Sales
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement:
---------
(1) Letter temporarily reducing royalty fees for diesel fuel sales to
1% for the months of July, August, September and October of 1995
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: Yes.
-------------------------------------------------------
15. Franchisee:
----------
Bordentown Junction Truckstop
Junction Venture***
200 Four Falls Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
Franchised Location:
-------------------
Petro Stopping Center #00
Xxxxxx Xxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
a. Franchise Agreement and Amendments: Expiration Date*:
----------------------------------------------------
(1) Franchise Agreement dated as of December 29, 1995 (expiration
date: December 28, 2005)
(2) Billing Program Agreement dated as of April 17, 1996 (expiration
date: Dec. 28, 2005)
(3) Arbitration Agreement dated as of December 29, 1995
(4) Security Agreement dated as of December 29, 1995
(5) Letter Agreement dated December 29, 1995
(6) Subordination Agreement dated December 29, 1995
b. Exclusive Territory:
-------------------
The exclusive Territory covers an area including the Franchised
Location and the following described portions.
(1) From the Franchised Location (Exit 7) South on the New Jersey
Turnpike (I-95) to the Delaware/New Jersey State Line at the
Delaware River
(2) From the Franchised Location (Exit 7) North on the New Jersey
Turnpike (I-95) to Exit 15E to Highway 1 and 9
(3) From Highway 130 South on I-295 to Exit 2 at the New Jersey
Turnpike (I-95)
(4) From Xxxxxxx 000 Xxxxx xx Xxxxxxx 130 to Highway 1
(5) From Xxxxxxx 000 Xxxxx xx Xxxxxxx 1 to I-287
(6) From Highway 206 South on Highway 130 to Xxxxx Xxxx 00
(7) From Xxxxxxx 0 Xxxxx xx Xxxxxxx 206 to I-78
(8) From the Franchised Location (Exit 7) South on Highway 206 to
Highway 30
c. Deposits and Fees Payable:
-------------------------
(1) $25,000 Application Fee waived
(2) $100,000 Initial Franchise Fee waived
(3) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus
$.004 per gallon of fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee (waived)
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up
to .25% of monthly Nonfuel Gross Sales and Fuel Sales (grand
opening expenses waived)
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement:
---------
None.
e. Right of First Refusal**: Yes.
----------------------
16. Franchisee:
----------
135-80 Travel Plaza, Inc.
000 Xxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center
0000 Xxxxx Xxxxxxx
Xxxx, Xxxxxxxx 00000
a. Franchise Agreement and Amendments; Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of December 29, 1995 (expiration
date: December 16, 2005)
(2) First Amendment to Franchise Agreement dated March 22, 1996
(3) Billing Program Agreement dated as of December 29, 1995
(expiration date: December 16, 2005)
(4) Arbitration Agreement dated as of December 29, 1995
(5) Security Agreement dated as of December 29, 1995.
b. Exclusive Territory:
-------------------
The Exclusive Territory covers an area including the Franchised
Location and the following described portions.
(1) From the Franchised Location East on I-80 to Xxxx Xxxxxxx 00 xx
Xxxxx, Xxxx (Exit 60)
(2) From the Franchised Location West on I-80 to Hershey, Nebraska
(Exit 164)
(3) From the Franchised Location South on Highway 81 to Concordia,
Kansas (which joins Petro:2 territory)
(4) From the Franchised Location North on Highway 81 to Xxxxxxx 000 xx
Xxxxxxx, Xxxxxxxx
c. Deposits and Fees Payable:
-------------------------
(1) Application Fee waived
(2) $100,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus
$.004 per gallon of fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of monthly Nonfuel Gross Sale and
Fuel Sales
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement: None.
---------
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: Yes.
-------------------------------------------------------
17. Franchisee:
----------
Big Ten Truckstop, Inc.
0 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center
0 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000
a. Franchise Agreement and Amendments; Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of June 7, 1996 (expiration date: Not
opened yet)
(2) First Amendment to Franchise Agreement dated June 7, 1996.
(3) Billing Program Agreement dated as of June 7, 1996 (expiration
date: Not opened yet)
(4) Arbitration Agreement dated as of June 7, 1996
(5) Security Agreement dated as of June 7, 1996
(6) Guaranty dated as of June 7, 1996
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the Franchised
Location and the following described portions:
(1) From the Franchised Location North on I-81 to New York State Line;
(2) From the Franchised Location South on I-81 to I-80 Interchange;
(3) From the Franchised Location South on Pennsylvania 380 to I-80;
(4) From the Franchised Location East on I-84 to Exit 11 at Port
Jervis, Pennsylvania;
(5) From the Franchised Location North on Toll Road 9 to I-81 at
Xxxxxxx City, Pennsylvania;
(6) From the Franchised Location South on Toll Road 9 to Exit 35 near
I-80.
c. Deposits and Fees Payable:
-------------------------
(1) $25,000 Application Fee (credited against initial Franchise Fee)
(2) $100,000 Initial Franchise Fee
(3) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus
$.004 per gallon of fuel Sales (excluding bulk fuel sales)
(4) $50,000 Initial Training Fee
(5) Up to $10,000 for grand opening advertisement plus a Monthly
Advertising Fee of up to .25% of monthly Nonfuel Gross Sales and
Fuel Sales
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement: None.
---------
e. Right of First Refusal**: Yes.
----------------------
f. Option to Purchase Franchised Location Upon Termination**: Yes.
-------------------------------------------------------
