Amendment No. 1 dated May 19, 2006 to that certain Credit Agreement




 Exhibit 10.21 
 AMENDMENT NO. 1 TO CREDIT AGREEMENT 
 This Amendment No. 1 to Credit Agreement, dated as of
May 19, 2006 (this “Agreement”), is among Susser Holdings, L.L.C., a Delaware limited liability company, and SSP Partners, a Texas general partnership, as Borrowers, the financial institutions named herein, as Banks, and Bank
of America, N.A., as Administrative Agent for the Banks. 
 INTRODUCTION 
 Reference is made to the Credit Agreement dated as of December 21, 2005 (as amended or modified from time to time, the “Credit
Agreement”), among the Borrowers, the Administrative Agent, and the Banks. The Borrowers have requested, and the Administrative Agent and the Banks have agreed, to amend the Credit Agreement to reflect the delivery therunder of the
finanical statements of the Parent Guarantor instead of the Parent Borrower, to waive any past non-compliance due to the prior delivery of the finanical statements of the Parent Guarantor instead of the Parent Borrower, and to modify other terms in
connection therewith as set forth herein. 
 Therefore, in connection with the foregoing and for other good and valuable consideration, the
Borrower, the Administrative Agent, and the Banks hereby agree as follows: 
 Section 1. Definitions; References. Unless otherwise
defined in this Agreement, each term used in this Agreement which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. 
 Section 2. Amendment to Credit Agreement. 
 (a) Section 1.1 of the Credit Agreement is hereby
amended by amending each of the following definitions by deleting each reference therein to the “Parent Borrower” and replacing each with a reference to the “Parent Guarantor”: “Applicable Margin,” “Compliance
Certificate,” “Consolidated Adjusted Rent,” “Consolidated EBITDA,” “Consolidated EBITDAR,” “Consolidated Fixed Charge Coverage Ratio,” “Consolidated Net Debt,” and “Consolidated Rent
Adjusted Leverage Ratio.” 
 (b) Each of the following Sections of the Credit Agreement is hereby amended by deleting each reference
therein to the “Parent Borrower” and replacing each with a reference to the “Parent Guarantor”: Section 5.2(a), Section 5.2(b), Section 5.2(e), Section 5.2(l), Section 5.5(a), Section 5.5(b),
Section 5.7, and Section 5.10(b). 
 (c) Section 5.2(f) of the Credit Agreement is hereby amended by adding the following
phrase at the end of such Section: “or Parent Guarantor.” 
 (d) Exhibit B to the Credit Agreement is hereby replaced with
the attached Exhibit B. 
 Section 3. Waiver. The Banks hereby waive any Default or Event of Default existing on or prior to
the date of this Agreement and arising solely from the delivery to the Administrative Agent of the financial statements of the Parent Guarantor instead of the Parent Borrower pursuant to the Credit Agreement. This waiver is limited to the extent
described herein 








 and shall not be construed to be a waiver of any other terms of the Credit Agreement or of the Loan Documents.

 Section 4. Representations and Warranties. Each Borrower represents and warrants that (a) the execution, delivery and
performance of this Agreement are within the corporate power and authority of such Borrower and have been duly authorized by appropriate proceedings, (b) the Liens under the Security Documents are valid and subsisting, (c) this Agreement
constitutes a legal, valid, and binding obligation of such Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors
generally and general principles of equity, (d) giving effect to this Agreement, no Default or Event of Default is continuing, and (e) giving effect to this Agreement, all representations and warranties set forth in the Credit Documents
are true and correct in all material respects as if made on the date hereof. 
 Section 5. Effect on Credit Documents. Except as
amended herein, the Credit Agreement and all other Credit Documents remain in full force and effect as originally executed. Nothing herein shall act as a waiver of the rights of the Administrative Agent or the Banks under the Credit Documents as
amended, including the waiver of any default or event of default, however denominated. The Borrowers must continue to comply with the terms of the Credit Documents, as amended. This Agreement is a Credit Document for the purposes of the provisions
of the other Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement may be a default or event of default under the other Credit Documents. 
 Section 6. Effectiveness. This Agreement shall become effective as of the date first written above and the Credit Documents shall be amended as
provided for herein when the parties hereto have executed this Agreement subject to the condition that the Administrative Agent shall have received the following: (a) duly and validly executed counterparts hereof signed by each Borrower, the
Administrative Agent, and the Majority Banks and (b) the letter agreement, dated of even date herewith, reaffirming the Guaranties, duly and validly executed by each Guarantor. 
 Section 7. Choice of Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. 
 Section 8. Miscellaneous. The miscellaneous provisions set forth in
Article VIII of the Credit Agreement apply to this Agreement. This Agreement may be signed in any number of counterparts, each of which shall be an original, and may be executed and delivered by telecopier. 
  

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 THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
 THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES. 
 EXECUTED as of the date first written above. 
  

			
	BORROWERS:
	
	 SUSSER HOLDINGS, L.L.C.




			
	
		
	 By:
	 	 /s/ E.V. Bonner, Jr.

		 	 E.V. Bonner, Jr.
 Executive Vice President




			
	
	 SSP PARTNERS

		
	 By:
	 	 /s/ E.V. Bonner, Jr.

		 	 E.V. Bonner, Jr.
 Executive Vice President




			
	
	PARENT GUARANTOR:
	
	 STRIPES HOLDINGS LLC




			
	
		
	 By:
	 	 /s/ E.V. Bonner, Jr.

		 	 E.V. Bonner, Jr.
 Executive Vice President



  

 Signature Page to First Amendment 










			
	ADMINISTRATIVE AGENT:
	
	 BANK OF AMERICA, N.A., as Administrative
 Agent

		
	 By:
	 	 /s/ David Johanson

		 	 David Johanson

		 	 Vice President



  

 Signature Page to First Amendment 










			
	SYNDICATION AGENT:
	
	MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent
		
	 By:
	 	 /s/ Chantal Simon

	 Name:
	 	 Chantal Simon

	 Title:
	 	 Authorized Signatory



  

 Signature Page to First Amendment 










			
	BANKS:
	
	 BANK OF AMERICA, N.A.

		
	 By:
	 	 /s/ Gary Mingle

		 	 Gary Mingle
 Senior Vice President



  

 Signature Page to First Amendment 










			
	 MERRILL LYNCH CAPITAL CORPORATION

		
	 By:
	 	 /s/ Chantel Simon

		 	 Chantel Simon
 Vice President



  

 Signature Page to First Amendment 










			
	REGIONS BANK
		
	By:	 	/s/ Ron Pfeiffer
		 	Ron Pfeiffer
		 	Senior Vice President


  

 Signature Page to First Amendment 










			
	TEXAS STATE BANK
		
	By:	 	/s/ Gary Wilson
		 	Gary Wilson
		 	Executive Vice President


  

 Signature Page to First Amendment 









 Exhibit B 
 FORM OF 
 COMPLIANCE CERTIFICATE 
  

 Exhibit B to First Amendment