exv10w6






Exhibit 10.6




[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT




Amendment No. 3 to Area License Agreement




between




Southwest Convenience Stores, LLC




and




7-Eleven, Inc




 









 





EXECUTION ORIGINAL




AMENDMENT NO. 3 TO AREA LICENSE AGREEMENT




     THIS AMENDMENT NO. 3 TO AREA LICENSE AGREEMENT (the “3rd Amendment”) is effective the
20th day of August, 2008 (the “Effective Date”) by and between Southwest Convenience
Stores, LLC, a limited liability company duly organized and existing under the laws of the State of
Texas (“Licensee”), and 7-Eleven, Inc. a corporation organized and existing under the laws of the
State of Texas (“SEI”).



     WHEREAS, SEI and Licensee’s predecessor-in-interest, Southwest Convenience Stores, Inc.,
previously entered into that certain Area License Agreement dated June 2, 1993, as amended by that
certain Amendment to Area License Agreement and Consent to Assignment dated December 20, 1996 (the
“1st Amendment”) and that certain Amendment No. 2 to Area License Agreement dated August 14, 1997
(the “2nd Amendment”), (collectively, the “Agreement”); and



     WHEREAS, SEI and Licensee now desire to amend the Agreement in order to add additional
counties to Licensee’s Territory.



     NOW, THEREFORE, in consideration of the terms, representations, warranties, covenants,
promises and conditions contained in this 3rd Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, SEI and Licensee hereby
agree as follows:




	1.	 	As of the Effective Date, Exhibit A-2 to the Agreement, as set forth in the 2nd Amendment, is
hereby amended and restated in its entirely as set forth in Exhibit A-3, attached hereto and
incorporate herein for all purposes.






	2.	 	Upon the execution of this 3rd Amendment, Licensee shall pay to SEI the sum of [***] as a
License Fee in consideration for the amendment and expansion of the Licensed Territory, as set
forth in Section 1 of this 3rd Amendment.






	3.	 	In all other respects, the Agreement, as amended, is hereby ratified and reconfirmed. This
3rd Amendment shall be deemed incorporated by reference into the Agreement as if set forth
fully therein.







 




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




-1-









 










     IN WITNESS WHEREOF, SEI and Licensee have executed this Amendment No. 3 to Area License
Agreement by their respective authorized officers on the dates set forth below.



	 	 	 	 	 	 	 	 	 
	7-ELEVEN, INC.	 	 	 	SOUTHWEST CONVENIENCE STORES LLC.
	 	 	 	 	 
	BY:
	 	/s/ David T. Fenton

	 	 	 	BY:
	 	/s/ Jeff D. Morris
	 	 	 

	 	 	 	 	 	 
	Name:
	 	David T. Fenton

	 	 	 	Name:
	 	Jeff D. Morris
	 	 	 

	 	 	 	 	 	 
	 	 	Its: Senior Vice President
	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	Date:
	 	20 Aug. 2008

	 	 	 	Date:
	 	August 21, 2008
	 	 	 

	 	 	 	 	 	 
	Attest:
	 	 

	 	 	 	Attest:	 	 
	 	 	 

	 	 	 	 	 	 
	Title:
	 	Assistant Secretary

	 	 	 	Title:
	 	Vice President and Assistant Secretary
	 	 	 

	 	 	 	 	 	 










-2-









 








EXHIBIT A-3

LICENSED TERRITORY




     The Licensed Territory, as defined in the Agreement, includes each of following counties in
the States of Texas and New Mexico, U.S.:



	 	 	 	 	 
	Texas	 	New Mexico
	 
	Andrews

	 	Llano
	 	Bernalillo
	Archer

	 	Loving
	 	Catron
	Bailey

	 	Lubbock
	 	Chaves
	Borden

	 	Lynn
	 	Cibola
	Brewster

	 	Martin
	 	Curry
	Brown

	 	Midland
	 	De Baca
	Callahan

	 	Mitchell
	 	Dona Ana
	Clay

	 	McCulloch
	 	Eddy
	Cochran

	 	Nolan
	 	Grant
	Coleman

	 	Pecos
	 	Guadalupe
	Crane

	 	Presidio
	 	Hidalgo
	Crockett

	 	Reagan
	 	Lea
	Crosby

	 	Reeves
	 	Lincoln
	Culberson

	 	Runnels
	 	Los Alamos
	Dawson

	 	San Saba
	 	Luna
	Ector

	 	Scurry
	 	McKinley
	Eastland

	 	Stephens
	 	Otero
	El Paso

	 	Sterling
	 	Quay
	Floyd

	 	Sutton
	 	Roosevelt
	Gaines

	 	Taylor
	 	San Miguel
	Garza

	 	Terrell
	 	Sandoval
	Glasscock

	 	Terry
	 	Santa Fe
	Hale

	 	Tom Green
	 	Sierra
	Hockley

	 	Upton
	 	Socorro
	Howard

	 	Ward
	 	Taos
	Hudspeth

	 	Wichita
	 	Torrance
	Jeff Davis

	 	Wilbarger
	 	Union
	Jones

	 	Winkler
	 	Valencia
	Lamb

	 	Yoakum