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
Xxxxxxxxxx 00 xxx X.X. 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
2
(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)
3
(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:
-------------------
4
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 advertise ment 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
5
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
6
(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.
7
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 preced
ing 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
8
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 includ ing 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
9
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
10
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 includ ing the right-of-way of
the following described portions of U.S. Interstate Highway 95
("I-95")
11
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:
---------
12
(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
13
(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 inter section 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
14
(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 island 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.
-------------------------------------------------------
15
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
16
(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
17
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
18
(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
19
(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)
20
(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
21
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
00
Xxxxxxx 00 and U.S. Highway 20 (near Idaho Falls, Idaho); 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 Janu ary 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):
23
(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.
-------------------------------------------------------
24
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
25
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
26
(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
27
(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 Interstate
Highway 74 south of Bloomington, Illinois;
28
(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.
-------------------------------------------------------
29
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
30
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
31
(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
32
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 Acknowledgment, 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.
33
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 advertise ment 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
34
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
35
(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)
36
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 De cember 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.
37
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
38
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
39
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
40
(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.
-------------------------------------------------------
18. Franchisee:
----------
Consolidated Truck Stops, Inc.
X-00, Xxxx Xxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center
X-00, Xxxx Xxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
a. Franchise Agreement and Amendments; Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of September 30, 1997 (expiration
date: October 31, 2007)
(2) First Addendum to Franchise Agreement dated September 30, 1997.
(3) Billing Program Agreement dated as of September 30, 1997
(expiration date: October 31, 1997)
(4) Arbitration Agreement dated as of September 30, 1997
41
(5) Security Agreement dated as of September 30, 1997
(6) Guaranty dated as of September 30, 1997
(7) Franchise Application Agreement dated as of September 30, 1997
(8) Memorandum of Right of First Refusal and Right to Buy dated as of
September 30, 1997
(9) Confidentiality Agreement dated September 30, 1997
(10) PMPA Motor Fuels Franchise Agreement dated as of September 30,
1997
b. Exclusive Territory:
-------------------
The exclusive territory covers an area includ ing the Franchised
Location and the following described portions:
(1) From the Franchised Location West on I-70 to Ohio Exit 202
(2) From the Franchised Location East on I-70 to Exit 26
(3) From the Franchised Location North on I-70/I-79 interchange to
Exit 17
(4) From the Franchised Location South on I-70/I-79 interchange to
Exit 4
c. Deposits and Fees Payable:
-------------------------
(1) $50,000 Initial Franchise Fee
42
(2) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus
$.003 per gallon of fuel Sales; 2.0% of branded or unbranded Quick
Service Restaurant Sales located in the main building and operated
by Franchisee; 2.0% of Franchisee's non-Franchisor branded Full
Service Restaurant Sales if operated by Franchisee (Petro:2)
Existing operation conversion base year (defined as average sales
for the 12 months prior to the Franchise Agreement) royalties
calculation:
1st year - 50% of base year sales exc.from royalties
2nd year - 35% of base year sales exc.from royalties
3rd year - 15% of base year sales exc.from royalties
4th year and thereafter - 0% of base year sale exc.from royalties
(3) $20,870 Initial Training Fee
(4) $5,000 Initial Legal, Design and Merchandise Set Up Fees
(5) Annual Administration Fee of $7,500
(6) minimum of $5,000 for grand opening advertisement with
contribution of $2,500 by Franchisor; Monthly Advertising Fee
collected at a rate of .25% of monthly Nonfuel Gross Sales and
Fuel Sales, subject to a $900 cap which may be adjusted annually
43
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement: None.
---------
e. Right of First Refusal**: Yes.
----------------------
f. Right to Buy Franchised Location Upon Termina tion or Expiration**:
----------------------------------------------------------------
Yes.
19. Franchisee:
----------
Xxxxx Ltd. dba Windy City South
X-00 & Xxxxx Xxxx
Xxxxx, Xxxxxxxx 00000
Franchised Location:
-------------------
Petro Stopping Center
X-00 & Xxxxx Xxxx
Xxxxx, Xxxxxxxx 00000
a. Franchise Agreement and Amendments; Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of January 28, 1998(expiration date:
Not Opened Yet)
(2) Addendum to Franchise Agreement dated January 28, 1998
(3) Billing Program Agreement dated as of January 28, 1998
(expiration date: Not Opened Yet)
(4) Arbitration Agreement dated as of January 28, 1998
(5) Security Agreement dated as of January 28, 1998
(6) Guaranty dated as of January 28, 1998
44
(7) Franchise Application Agreement dated as of January 28, 1998
(8) Memorandum of Right of First Refusal and Right to Buy dated as
of January 28, 1998
(9) Confidentiality Agreement dated January 28, 1998
(10) PMPA Motor Fuels Franchise Agreement dated as of January 28,
1998
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the Franchised
Location and the following described portions:
(1) From the Franchised Location South on I-57 to Exit 240
(2) From the Franchised Location North on I-57 to one mile South
of I-80
c. Deposits and Fees Payable:
-------------------------
(1) $50,000 Initial Franchise Fee
(2) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus
$.003 per gallon of fuel Sales; 2.0% of branded or unbranded
Quick Service Restaurant Sales located in the main building and
operated by Franchisee; 2.0% of Franchisee's non-Franchisor
branded Full Service Restaurant Sales if operated by Franchisee
(Petro:2)
Existing operation conversion base year (defined as average
sales for the 12
45
months prior to the Franchise Agreement) royalties calculation:
1st year - 50% of base year sales exc.from royalties
2nd year - 35% of base year sales exc.from royalties
3rd year - 15% of base year sales exc.from royalties
4th year and thereafter - 0% of base year sale exc.from royalties
(3) $100,000 Initial Training Fee
(4) $41,000 Initial Legal, Design and Merchandise Set Up Fees
(5) Annual Administration Fee of $10,000
(6) minimum of $5,000 for grand opening advertisement with
contribution of $2,500 by Franchisor; Monthly Advertising Fee
collected at a rate of .25% of monthly Nonfuel Gross Sales and
Fuel Sales, subject to a $1,850 cap which may be adjusted
annually
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement: None.
---------
e. Right of First Refusal**: Yes.
----------------------
f. Right to Buy Franchised Location Upon Termination or Expiration**:
----------------------------------------------------------------
Yes.
20. Franchisee:
----------
All American, Inc.
I-78 and PA Route 645 (Exit 2)
Xxxxxx, Xxxxxxxxxxxx 00000
46
Franchised Location:
-------------------
Petro Stopping Center
X-00 & XX Xxxxxxxx, Xxxx 00
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
a. Franchise Agreement and Amendments; Expiration Dates*:
----------------------------------------------------
(1) Franchise Agreement dated as of January 30, 1998 (expiration date:
February 18, 2008)
(2) Billing Program Agreement dated as of January 30, 1998 (expiration
date: February 18, 1998)
(3) Arbitration Agreement dated as of January 30, 1998
(4) Franchise Application Agreement dated as of January 30, 1998
(5) Confidentiality Agreement dated January 5, 1998
(6) PMPA Motor Fuels Franchise Agreement dated as of January 30, 1998
b. Exclusive Territory:
-------------------
The exclusive territory covers an area including the Franchised
Location and the following described portions:
(1) From Franchised Location on I-76 West to Ohio/Pennsylvania State
Line, but not including West on I-70
47
(2) From Franchised Location on I-76 East to Exit 25 at I-476
(3) From Franchised Location on I-70 South to Exit 26 at I-81
c. Deposits and Fees Payable:
-------------------------
(1) Waived Initial Franchise Fee
(2) Monthly Royalty Fee equal to 4.0% of Nonfuel Gross Sales plus
$.003 per gallon of fuel Sales; 2.0% of branded or unbranded
Quick Service Restaurant Sales located in the main building and
operated by Franchisee; 2.0% of Franchisee's non-Franchisor
branded Full Service Restaurant Sales if operated by Franchisee
(Petro:2); no royalties paid on existing Perkins franchise
restaurant; no royalties paid on combined sales from current
"fast food" franchises below a combined annual sales volume of
$240,000
Existing operation conversion base year (defined as average sales
for the 12 months prior to the Franchise Agreement) royalties
calculation:
1st year - 50% of base year sales exc.from royalties
2nd year - 35% of base year sales exc.from royalties
3rd year - 15% of base year sales exc.from royalties
4th year and thereafter - 0% of base year sale exc.from royalties
(3) $25,000 Initial Training Fee
48
(4) $21,000 Initial Legal, Design and Merchandise Set Up Fees
(5) Annual Administration Fee of $7,500
(6) minimum of $5,000 for grand opening advertisement with
contribution of $2,500 by Franchisor; Monthly Advertising Fee
collected at a rate of .25% of monthly Nonfuel Gross Sales and
Fuel Sales, subject to a $1,000 cap which may be adjusted annually
d. Variations from Deposits and Fees Payable Pursuant to the Franchise
-------------------------------------------------------------------
Agreement: Yes.
---------
e. Right of First Refusal: Yes.
----------------------
f. Right to Buy Franchised Location Upon Termination or Expiration: Yes.
---------------------------------------------------------------
* All franchise agreements are automatically renewable for two additional
five-year terms subject to satisfaction of certain conditions
** Where indicated, the franchise agreement gives the franchisee a right of
first refusal and/or option (o right to buy) to purchase the franchised
location upon termination of the franchise agreement. A separate memorandum
of right of first refusal and option to purchase or, alternatively,
memorandum of right of first refusal only, a form of which is attached to
the franchise agreement, had been executed and filed in the appropriate
jurisdiction
*** The initial fees were waived for this franchisee due to the fact that this
franchisee was a licensee of the Company operating a Petro Stopping Center
prior to becoming a franchisee.
49
