exv10w5






Exhibit 10.5




[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT




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 Archer,
Clay 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 Archer, Clay 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.







 




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




 









 











	 	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.




 









 






	 	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/ Donald E. Wood
	 	By:
	 	/s/ Paul G. (Illegible)
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	The Southland Corporation

	 	Attest:
	 
	 	 	 	 	 	 
	By:

	 	/s/ Stephen B. (Illegible)
	 	 By:
	 	/s/ Michael R. Davis
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Michael R. Davis 

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
	Andrews

	 	 
	 	Bernalillo
	Archer

	 	 
	 	Catron
	Bailey

	 	
	 	Chaves
	Borden

	 	 
	 	Cibola
	Brewster

	 	 
	 	Curry
	Clay

	 	 
	 	De Baca
	Cochran

	 	 
	 	Dona Ana
	Crane

	 	 
	 	Eddy
	Crockett

	 	 
	 	Grant
	Crosby

	 	 
	 	Guadalupe
	Culberson

	 	 
	 	Hidalgo
	Dawson

	 	 
	 	Lea
	Ector

	 	 
	 	Lincoln
	El Paso

	 	 	 	Los Alamos
	Floyd

	 	 	 	Luna
	Gaines

	 	 	 	McKinley
	Garza

	 	 	 	Otero
	Glasscock

	 	 	 	Quay
	Hale

	 	 	 	Roosevelt
	Hockley

	 	 	 	San Miguel
	Howard

	 	 	 	Sandoval
	Hudspeth

	 	 	 	Santa Fe
	Jeff Davis

	 	 	 	Sierra
	Lamb

	 	 	 	Socorro
	Loving

	 	 	 	Taos
	Lubbock

	 	 	 	Torrance
	Lynn

	 	 	 	Union
	Martin

	 	 	 	Valencia
	Midland
	 	 	 	 
	Mitchell
	 	 	 	 
	Pecos
	 	 	 	 
	Presidio
	 	 	 	 
	Reagan
	 	 	 	 
	Reeves
	 	 	 	 
	Scurry
	 	 	 	 
	Sterling
	 	 	 	 
	Terrell
	 	 	 	 
	Terry
	 	 	 	 
	Upton
	 	 	 	 
	Ward
	 	 	 	 
	Wichita
	 	 	 	 
	Winkler
	 	 	 	 
	Yoakum
	 	 	 	 






	 	 	 	 	 
	 

	 	Southland 	/s/ Stephen B. (Illegible)	 
	 
	 	 
	 

	 	Licensee	/s/ Donald E. Wood	 
	 
	 	 
	 

	 	Date 08-14-97