DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AMENDMENT NO. 2 TO AREA LICENSE AGREEMENT

Exhibit 10.5

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

AMENDMENT NO. 2 TO
AREA LICENSE AGREEMENT

     WHEREAS, Southwest Convenience Stores, Inc. (“SCS”) and The Southland Corporation (“Southland”) entered into that certain Area License Agreement dated as of June 2, 1993, (the “Agreement”), covering certain parts of the State of Texas (the “Licensed Territory” — as therein defined); and

     WHEREAS, SCS and Fina Oil and Chemical Company (“Fina”) agreed to form a limited liability company named Southwest Convenience Stores LLC (the “Licensee”), and to transfer the Agreement and certain assets to the Licensee pursuant to certain agreements and arrangements between Fina and SCS; and

     WHEREAS, SCS changed its name to Permian Basin Investments, Inc., d/b/a Southwest Convenience Stores (“Permain”), and Southland, Permian, the Licensee and Fina all executed that certain Amendment to Area License Agreement and Consent to Assignment, dated as of December 12, 1996 to accomplish the assignment and to establish certain additional relationships and obligations between them; and

     WHEREAS, the Licensee wishes to purchase 14 existing Eagle Mart convenience stores in Xxxxxx, Xxxx and/or Wichita counties in Texas (the “Additional Counties”); and

     WHEREAS, pursuant to the Agreement, the Licensee must operate any stores it acquires as licensed 7-Eleven strobes under the Agreement, and must also obtain approval to increase its Licensed Territory to cover the area where stores to be purchased are located; and

     WHEREAS, SCS is willing to pay a License Fee for the Additional Counties to be added to the Licensed Territory and is willing to agree to other requirements in order to induce Southland to grant the license for those Additional Counties.

     NOW THEREFORE, in consideration of the covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Southland and the Licensee hereby agree as follows:

1. The Licensee shall pay to Southland upon execution of this Amendment, the sum of $[***] as a License Fee for the addition of Xxxxxx, Xxxx and Wichita counties to the Licensed Territory set out on Exhibit A and Exhibit A, Licensed Territory, to the Agreement is hereby deleted and Exhibit A - 2 is added to the Agreement and shall be a part thereof, evidencing the addition of those counties to the Licensed Territory.

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

2. This Amendment and the grant of the Additional Counties to the Licensed Territory shall be effective when signed by both parties and upon the closing of the contemplated transaction whereby the Licensee purchases all of the contemplated Eagle Mart stores, as set out above.

	3.		The purchased stores shall be covered by the Licensee’s Store Quota and the Licensed Royalty shall be paid on each of their operations, beginning immediately upon the purchase of the stores by the Licensee, all as set out in the Agreement.
	4.		All of the Eagle Marts purchased by the Licensee pursuant to the contemplated transaction shall, within a reasonable time, be converted to operating 7-Eleven stores, including bringing them up to Southland’s “Restore” standards, all as approved by Southland.
	5.		In all other respects, the Agreement, as amended, is hereby ratified and affirmed.

     IN WITNESS WHEREOF, the parties hereto agree to this Amendment No. 2 to Area License Agreement, this 14 day of August, 1997.

Southwest Convenience Stores LLC				Attest:
By:		/s/ Xxxxxx X. Xxxx		By:		/s/ Xxxx X. (Illegible)
The Southland Corporation				Attest:
By:		/s/ Xxxxxxx X. (Illegible)		By:		/s/ Xxxxxxx X. Xxxxx
						Xxxxxxx X. Xxxxx Assistant Secretary

EXHIBIT A — 2

LICENSED TERRITORY

     The License to be granted covers the following counties in the States of Texas and New Mexico:

TEXAS				NEW MEXICO
Xxxxxxx				Bernalillo
Xxxxxx				Xxxxxx
Xxxxxx				Xxxxxx
Xxxxxx				Cibola
Xxxxxxxx				Xxxxx
Xxxx				Xx Xxxx
Xxxxxxx				Xxxx Xxx
Xxxxx				Xxxx
Xxxxxxxx				Xxxxx
Xxxxxx				Xxxxxxxxx
Xxxxxxxxx				Xxxxxxx
Xxxxxx				Xxx
Xxxxx				Xxxxxxx
El Paso				Los Alamos
Xxxxx				Xxxx
Xxxxxx				XxXxxxxx
Xxxxx				Xxxxx
Xxxxxxxxx				Xxxx
Xxxx				Xxxxxxxxx
Hockley				San Xxxxxx
Xxxxxx				Xxxxxxxx
Xxxxxxxx				Santa Fe
Xxxx Xxxxx				Sierra
Xxxx				Xxxxxxx
Loving				Taos
Lubbock				Xxxxxxxx
Xxxx				Union
Xxxxxx				Xxxxxxxx
Midland
Xxxxxxxx
Pecos
Presidio
Xxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxx
Xxxxx
Xxxx
Wichita
Xxxxxxx
Yoakum

		Southland	/s/ Xxxxxxx X. (Illegible)
		Licensee	/s/ Xxxxxx X. Xxxx
		Date 08-14-97