EXHIBIT 10.33 EMPLOYMENT AGREEMENT --------------------- THIS AGREEMENT is made this 30th day of January, 1997, by and between Petro Stopping Centers, L.P., a Delaware limited partnership (the "Company"), and JAMES A. CARDWELL, JR. ("Employee").Employment Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
EXHIBIT 4.10 ---------------------------------------------------------------------------- | FIRST AMENDMENT | | TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT | | AND LIMITED WAIVER |...Petro Stopping Centers L P • April 14th, 1997 • Retail-auto dealers & gasoline stations • Massachusetts
RECITALS: -------- A. The Company is engaged in the business of owning, operating, and franchising truck stops and related services.Employment Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
FORM OF NOTE]Petro Stopping Centers L P • April 14th, 1997 • Retail-auto dealers & gasoline stations • New York
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PETRO STOPPING CENTERS, L.P., A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
1. DEFINITIONS AND RULES OF INTERPRETATION..................................1 1.1. Definitions......................................................1 1.2. Rules of Interpretation..........................................27 2. THE REVOLVING CREDIT...Credit and Term Loan Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
EXHIBIT 10.41 MANAGEMENT CONSULTING AGREEMENT ------------------------------- THIS MANAGEMENT CONSULTING AGREEMENT (the "Agreement"), dated as of January 30, 1997, by and between Petro Stopping Centers, L.P., a Delaware limited liability partnership...Management Consulting Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANYInterest Purchase Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
R E C I T A L S: ---------------Dollar Life Insurance Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Texas
INTRODUCTIONMarketing Services Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
Closing: See the Purchase Agreement. -------Note Registration Rights Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • New York
RECITALS --------Indemnity And • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Texas
EXHIBIT 10.29 OMNIBUS AGREEMENTOmnibus Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
EXHIBIT 10.24 DISTRIBUTOR SALES AGREEMENT (BRANDED) EXXON COMPANY, U.S.A.Distributor Sales Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
MASTER SUPPLY CONTRACT FOR RESALE OF OILS AND GREASESMaster Supply Contract • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
January 30, 1997Petro Stopping Centers L P • April 14th, 1997 • Retail-auto dealers & gasoline stations • Delaware
RECITALS --------Amusement Services Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Texas
AMENDMENT NO. 1 DATED AS OF JANUARY 30, 1997Omnibus Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
EXHIBIT 10.2 FRANCHISE AGREEMENTS 1. Franchisee: ---------- Welsh, Inc., formerly known as Crossroads of Virginia, Inc. P.O. Box 10725 Merrillville, Indiana 46411 Franchised Location: ------------------- Petro Stopping Center #52 Interstate-81 and...Petro Stopping Centers L P • April 14th, 1997 • Retail-auto dealers & gasoline stations
RECITALS --------Harmless Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Texas
CHARTWELL INVESTMENTS INC. 717 Fifth Avenue 23rd Floor New York, New York 10022 January 30, 1997Petro Stopping Centers L P • April 14th, 1997 • Retail-auto dealers & gasoline stations
This letter is to confirm our agreement that in connection with the transactions (the "Transactions") contemplated in the Omnibus Agreement dated as of October 18, 1996 by and among James A. Cardwell and James A. Cardwell, Jr. and affiliates, Petro Holdings GP Corp., a Delaware corporation, Petro Holdings LP Corp., a Delaware corporation, Mobil Long Haul Inc., a Delaware corporation, and Petro Stopping Centers, L.P., a Delaware limited partnership, you have agreed to reimburse us at the Closing of the Transactions for the reasonable out-of-pocket costs and expenses which we have incurred in connection with the Transactions. You have also agreed to pay us a fee for advisory services we have rendered to you in connection with the financing of the Transactions (the "Financing") at the Closing equal to: (a) one percent (1%) of total capitalization of Petro Stopping Centers, L.P., a Delaware limited partnership and its affiliates ("Petro), including, without limitation, all debt facilities,
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...Petro Stopping Centers L P • April 14th, 1997 • Retail-auto dealers & gasoline stations
EXHIBIT 10.44 MOTOR MEDIA, INC. 6080 SURETY DRIVE * EL PASO, TEXAS 79905 DISPLAY SPACE AGREEMENT * TRUCK STOPS THIS AGREEMENT is made this 30th day of January, 1997, by and between Petro Stopping Centers, L.P., a Delaware limited partnership, an...Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
Exhibit 10.42 PRODUCT SERVICES AGREEMENT THIS PRODUCT SERVICES AGREEMENT (the "Agreement") is made as of this 30th day of January, 1997, by and among Petro Stopping Centers, L.P. ("Petro"), a Delaware limited partnership, and C&R Distributing, Inc....Product Services Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Texas
PETRO STOPPING CENTERS, L.P. PETRO FINANCIAL CORPORATION as Issuers, and STATE STREET BANK AND TRUST COMPANY as Trustee INDENTUREPetro Stopping Centers L P • April 14th, 1997 • Retail-auto dealers & gasoline stations • New York
