Exhibit 10.37
MEMORANDUM OF UNDERSTANDING - JOINT PROJECT DEVELOPMENT
The purpose of this Memorandum of Understanding ("this Memorandum") dated as of
January 30, 1997, is to set forth our mutual understanding of the nature of the
agreements and other undertakings relating to future joint project development
that are required as part of the purchase by Mobil Long Haul Inc. ("MLHI") (an
affiliate of Mobil Oil Corporation ("Mobil")) of a limited partnership interest
in Petro Stopping Centers, L.P. ("Petro") as more specifically detailed in the
Omnibus Agreement dated as of October 18, 1996, as amended, the Interest
Purchase Agreement dated as of October 18, 1996, as amended, and various other
related agreements (the "Transaction").
1. After consummation of the Transaction ("Closing"), Xxxxx and Xxxxx shall
enter into definitive agreements with respect to the following projects
which are related to the Transaction or, with respect to the items below
which do not by their terms contemplate an agreement, negotiate in good
faith in connection with the following projects:
. To develop (jointly) an 18-xxxxxxx card, with the costs being
allocated proportionally based on relative benefit (e.g., split 50/50
if the benefit is equal). Mobil may use the 18-xxxxxxx card outside
Petro system. All costs and benefits flowing from such use by Mobil
will accrue solely to Mobil.
. To jointly develop an on and off-site billing system for fleets,
using third party data capture, collection and billing firms if it
would be more cost effective, and to split the costs and fees
therefore 50/50.
. To, within 2 years of Closing, jointly discuss the feasibility of
forming a joint product supply company. The joint product supply
company will be a direct or indirect subsidiary of Mobil or Mobil
Corporation, will be owned by both Petro and Mobil and will purchase
and supply diesel fuel to any entity, including entities outside Petro
chain. The joint supply company will be a "for profit"organization.
The revenue will be shared as the parties may mutually agree.
. To evaluate marketing opportunities during the term of the PMPA Motor
Fuels Franchise Agreement between Petro and Mobil and determine the
feasibility of joint project development. If the parties do not
mutually agree on joint development of certain marketing programs,
either party, subject to the terms and conditions contained in the
Partnership or other related Agreements between the parties, may
individually and separately develop marketing programs. The costs and
benefits of same will accrue to the party developing the programs.
2. In entering into definitive agreements as described above, the parties
anticipate that the revenue generated from any joint project will be
allocated on the same basis as costs (above) or as the parties otherwise
mutually agree.
3. In the event that MLHI ceases being a Partner in the Petro partnership for
any reason or in the event that the PMPA Motor Fuels Franchise Agreement
between Petro and Mobil no longer exists, Mobil is entitled to use any
jointly developed project for its own business purposes, giving due
consideration to Xxxxx'x trademarks and trade names (the parties shall
agree on appropriate royalty payments for ongoing use of their respective
trademarks and trade names and/or adequate procedures for the
discontinuation of such use and reference). All jointly developed data,
systems, programs and projects shall be the joint property of Mobil and
Petro. Should there be a system associated with the jointly developed
project that Mobil
would like to use for its own business purposes, Mobil shall have the right
to purchase the system for an amount equal to the system replacement cost.
Petro may continue to use jointly developed systems without additional
consideration unless and until Mobil exercises its right to purchase as
provided herein. Should Petro incur reasonable and necessary costs
associated with Xxxxx's use of the jointly developed projects, Xxxxx will
reimburse Petro for same.
4. In the event that MLHI ceases being a Partner in the Petro partnership for
any reason or in the event that the PMPA Motor Fuels Franchise Agreement
between Petro and Mobil no longer exists, Mobil and Xxxxx have equal rights
to the data. Costs of replacing the billing system will be determined
jointly by the parties. Mobil shall have the right to buy the system for
the cost of replacing it.
5. If a party uses a jointly developed project for its own business purposes,
that party (indemnifying party) shall enter into any indemnity agreement
reasonably acceptable to the other party indemnifying the other party and
affiliates (indemnified party) against claims, costs, etc. arising out of
its use of such project and if the project is used for a joint purpose,
that the party against whom a claim is brought (indemnifying party)
indemnifies the other party (indemnified party) against the indemnifying
party's willful misconduct or gross negligence.
6. The parties agree to negotiate in good faith the definitive agreements and
other documents that will be necessary to effectuate the projects
contemplated in this Memorandum in accordance therewith and subject to all
of their terms and conditions.
7. The persons executing this Memorandum represent that they have the
requisite authority to bind each and every party upon whose behalf they are
signing without further approval or powers of attorney being required.
8. This Memorandum sets forth our mutual understanding on this subject.
MOBIL OIL CORPORATION
/s/ X.X. Xxxxxx
----------------------------- By: /s/ Xxxx X. Xxxxxxx
WITNESS ------------------------------
Xxxx X. Xxxxxxx
Distillate Business Manager
Attorney-in-Fact
PETRO STOPPING CENTERS, L.P.
/s/ Xxxxxx Xxxxxx
----------------------------- By: /s/ Xxxxx X. Xxxx
WITNESS ------------------------------
Xxxxx X. Xxxx
Executive Vice President and
Chief Financial Officer
