EXHIBIT 10.2.2
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.
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.
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[***] Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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)
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The Southland Corporation Attest:
By: /s/ Xxxxxxx X. (Illegible) By: /s/ Xxxxxxx X. Xxxxx
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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 Pecos Bernalillo
Xxxxxx Presidio Xxxxxx
Xxxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxx Cibola
Xxxxxxxx Scurry Xxxxx
Xxxx Xxxxxxxx Xx Xxxx
Xxxxxxx Xxxxxxx Xxxx Xxx
Xxxxx Xxxxx Xxxx
Xxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxx Wichita Xxxxxxx
Xxxxxx Xxxxxxx Xxx
Xxxxx Xxxxxx Lincoln
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
Southland /s/ Xxxxxxx X. (Illegible)
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Licensee /s/ Xxxxxx X. Xxxx
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Date 08-14-97
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