CORPORATE ACCOUNT AGREEMENT



 Exhibit 10.25 

 

 

 Stripes LLC 
 Corpus Christi, TX 
 Corporate Account Agreement 

January 12, 2011 







 Stripes LLC 

 
 TABLE OF CONTENTS 

 

									
	 I.
	  	 PRODUCTS AND QUALITY ASSURANCE
	  	 	2	  
		  	A.	  	 Quality Product
	  	 	2	  
		  	B.	  	 Proprietary Items
	  	 	3	  
		  	C.	  	 Certain Obsolete Products
	  	 	4	  
		  	D.	  	 Product Recall
	  	 	4	  
		  	E.	  	 Product Verification
	  	 	4	  
			
	 II.
	  	 SERVICE
	  	 	5	  
		  	A.	  	 Delivery
	  	 	5	  
		  	B.	  	 Account Representation
	  	 	5	  
		  	C.	  	 Ancillary Services
	  	 	5	  
			
	 III.
	  	 PRICING
	  	 	6	  
		  	A.	  	 Definitions
	  	 	6	  
		  	B.	  	 Mark Up/Price Change
	  	 	7	  
		  	C.	  	 [***]
	  	 	8	  
		  	D.	  	 Level of Participation
	  	 	9	  
		  	E.	  	 Mark-up Applicable to All Items
	  	 	9	  
		  	F.	  	 Substituted Items
	  	 	9	  
		  	G.	  	 [***]
	  	 	10	  
		  	H.	  	 Price Verification
	  	 	10	  
		  	I.	  	 Delivery Fees and Surcharges; Fuel Surcharges
	  	 	10	  
			
	 IV.
	  	 PAYMENT TERMS
	  	 	11	  
		  	A.	  	 Credit Terms
	  	 	11	  
		  	B.	  	 Rebate
	  	 	11	  
		  	C.	  	 Method of Invoicing and Payment
	  	 	11	  
			
	 V.
	  	 CREDIT PROCEDURES
	  	 	11	  
		  	A.	  	 [***]
	  	 	11	  
		  	B.	  	 Credit Memo
	  	 	12	  
			
	 VI.
	  	 MISCELLANEOUS MATTERS
	  	 	12	  
		  	A.	  	 Confidentiality
	  	 	12	  
		  	B.	  	 Termination/Material Change
	  	 	12	  
		  	C.	  	 Indemnification
	  	 	13	  


  
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		  	D.	  	 Insurance
	  	 	14	  
		  	E.	  	 Non-Conforming Products and Offsetting
	  	 	15	  
		  	F.	  	 Clear Title
	  	 	15	  
		  	G.	  	 Ethics
	  	 	15	  
		  	H.	  	 Notices
	  	 	15	  
		  	I.	  	 Choice of Law
	  	 	16	  
		  	J.	  	 Unenforceability of Provisions
	  	 	16	  
		  	K.	  	 Entire Agreement
	  	 	16	  

 Exhibits: 

A—Fuel Surcharge/Credit Index 
 B—List
of Products/Volumes of Monthly Purchases 
 C—Labatt Certificate of Insurance 
 D—Order/Delivery Matrix 

  
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 Stripes LLC 

 
 Corporate Account Agreement 

Labatt Food Service LLC, a Texas limited liability company (“Labatt” or “Labatt Food Service”), and Stripes LLC, a
Texas limited liability company (“Stripes”), for valuable consideration the receipt and sufficiency of which are hereby acknowledged, agree as follows: 
 Labatt Food Service agrees to sell Products (as defined in “PRICING – Level of Participation,” herein) to Stripes at the respective prices and on the terms and conditions set forth in this
Agreement, and Stripes agrees to purchase and pay for such Products in accordance with the provisions of this Agreement. 
 This
Agreement shall commence on January 12, 2011, provided that the pricing provisions set forth herein shall apply retroactively to September 1, 2010, and this Agreement shall continue until December 31, 2013, and shall automatically
renew, on a year-to-year basis thereafter, for two additional, successive one-year renewal terms, unless either party gives written notice of termination to the other at least 120 days prior to the expiration of the primary term or any such renewal
term (or shall earlier terminate in accordance with the provisions of Article VI, hereof). 
 For the avoidance of doubt,
both parties’ obligations under this Agreement shall remain in effect during the 120-day period between the giving of any such notice and termination. Any obligations of a party to this Agreement arising or accruing prior to the termination of
this Agreement shall survive the termination of this Agreement. 
 I. PRODUCTS AND QUALITY ASSURANCE 

 

	A.	Quality Product 


Labatt Food Service is committed to nationally-known brand merchandise, which will provide Stripes with verifiable consistency in the
quality of Products purchased. Labatt will deliver only those Products specified or approved by Stripes, as provided in “PRICING – Level of Participation” herein. 

Labatt hereby represents, warrants and covenants, as to any Products prepared, altered, manufactured or packaged by Labatt or its
affiliates and sold to Stripes in accordance with this Agreement (but not as to any Products that are only distributed by Labatt), that: 
 (i) on the date of delivery, the Products will be in good and merchantable condition and fit for use for the purposes intended and in compliance with the requirements of the Food and Drug
Administration’s Good Manufacturing Practices, and any applicable federal, state and local laws including those that govern the manufacture, composition, adulteration, packaging, labeling, sale and security of foods or foodstuffs. This includes
compliance with the (a) Federal Food, Drug and Cosmetic Act, as amended, including the Food Additives Amendment of 1958 and the Nutrition Labeling and Education Act of 1990 (the “FDA Act”); (b) Federal Fair Packaging and Labeling
Act; (c) Federal Insecticide, Fungicide, and Rodenticide Act; (d) Federal Hazardous Substances Act; (e) Public Health Security and Bioterrorism Preparedness and Response Act of 2002; (f) the Consumer Products Act, as amended and
(g) any regulations promulgated pursuant to the foregoing Acts. 

  
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 (ii) no ingredients will be used in the production of such
Products that have been subjected to irradiation processes; 
 (iii) the Products will not contain ingredients wholly or
partially composed of materials produced by genetic modification or recombinant DNA technology or containing materials derived from ingredients thus produced; and 
 (iv) Labatt (and/or such affiliates) have, and will have at all times relevant hereto, equipment and production capacity necessary to produce the Products in accordance with agreed to Product forecasts
and accepted purchase orders. 
  

	B.	Proprietary Items 


Labatt will warehouse and supply the various items requested by Stripes if there is a projected inventory turn of [***] times per year (an
average inventory of [***] weeks). Labatt recommends that proprietary Products be tested against Labatt stocked items/vendors with the goal of reducing the account’s cost. Items not meeting turn criteria set forth by Labatt and, therefore, not
carried for Stripes shall not be counted in determining whether the [***]compliance threshold set forth below in Article III is met or satisfied (if Stripes should choose to source those items by other means). 

In the event of the termination of this Agreement, all proprietary Products will be picked up at Labatt’s distribution center or
delivered to a location designated by Stripes within 30 days after the effective termination date of this Agreement. Proprietary Products picked up from Labatt will be invoiced at Labatt’s then current Cost (as defined herein). Proprietary
Products that are delivered to a designated location will be invoiced at Labatt’s current Cost plus actual freight for delivery to such location. Payment is due on delivery. Any such Products will be


  
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inventoried and reviewed, promptly and in advance, by Stripes and/or any designated third party and upon delivery be subject to usual and customary review and acceptance for product quality,
quantity, and customary product code-dating (60 days or more), except in cases of refrigerated fresh eggs, produce, meat Products and certain other Products that customarily have less than 60-day code-dating. 

Labatt understands and agrees that any marks, trademarks, design or trade dress (collectively, “Marks”) specific to any private
label or proprietary Products developed by or exclusively for Stripes and produced, manufactured and/or distributed by Labatt shall remain the sole and exclusive property of Stripes. Labatt understands and acknowledges that its manufacture, delivery
and/or supply of any such Products shall not be deemed to assign, convey or grant Labatt any license or other interest in any Mark(s) (other than the right to manufacture and package Products bearing the Mark(s), in accordance with the terms of a
purchase order or requisition request specifying Product design and quantity). 
  

	C.	Certain Obsolete Products 

 In the event that Products purchased specifically for Stripes become obsolete (i.e., a Product not shipped for three (3) months after receipt by Labatt at its distribution center), then Stripes will
purchase all of such Products and will advise Labatt of any special disposition. 
  

	D.	Product Recall 

 In
the event Labatt receives notice from any manufacturer of any recall, or it is otherwise necessary to recall from the Stripes stores any quantity of the Products sold by Labatt hereunder to comply with any order or directive of any governmental
authority or for any reason relating to product quality and/or safety, Labatt agrees to use its reasonable commercial efforts to (i) fully assist Stripes in any measures or procedures necessary to comply with any such order or directive or
(ii) otherwise remove the recalled product from the Stripes stores and prevent further deliveries of such Products to Stripes stores, (iii) coordinate the backhaul of such product to the manufacturer, and (iv) assist Stripes in
obtaining manufacturer credit for such Products and minimize any associated public health risk. 
  

	E.	Product Verification 

 Stripes shall have the right, upon reasonable advance notice and at reasonable times during normal business operations, to (i) inspect Labatt’s facilities and/or warehouses used to store or
prepare Products purchased hereunder to ensure compliance with paragraph A, above, and (ii) to periodically verify the preparation or manufacture of any Products prepared by Labatt or its affiliates, including those made in accordance with
specifications provided by Stripes, for grade, quality and/or composition. 

  
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 Stripes LLC 

 
 II. SERVICE 

 

	A.	Delivery 

 Labatt
will provide delivery [***] per week to Stripes stores unless otherwise specified. Designated delivery days and time windows will be agreed upon based on the needs of Stripes. Deliveries will be made in accordance with the ‘Order/Delivery
Date’ matrix set forth on Exhibit D. Deliveries on days other than those assigned will be routed as close to the usual time window as reasonably practicable. 

 

	B.	Account Representation 

 The Stripes account will have one (1) primary point of contact as mutually agreed upon by Stripes and Labatt from time to time. Visitation will be on an “as needed” basis. Labatt will
provide Stripes with a customized, preprinted form which will include pack size, description, label, unit price, and item code number via web portal. This form can be used for inventory as well as an order form for orders submitted other than via
Labatt’s web portal. Orders can be submitted on any business day until [***] for [***] day delivery. A [***] order cutoff time exists for specific routes which are mutually agreed upon by Stripes and Labatt. Orders shipped from Labatt’s
Lubbock facility must be placed [***]-day by[***]. An order guide will be posted on Labatt’s web portal, which guide will contain substantially the same information as the customized, preprinted order form. Orders can be placed (i) via web
portal (preferred), (ii) via phone to the Labatt Customer Service desk, or (iii) with the Labatt sales representative who has been designated to serve the region in which the particular Stripes store is located. 

 

	C.	Ancillary Services 


Labatt agrees to continue to make available the following ancillary services/ benefits at no additional charge during the term of this
Agreement, in manner and scope consistent with past practices: 
  

	 	(i).	[***]. 

  

	 	(ii).	[***]. 

  

	 	(iii).	[***]. 

  

	 	(iv).	[***]. 

  

	 	(v).	[***]. 


  
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	 	(vi).	[***]. 

  

	 	(vii).	[***]. 

 III. PRICING

  

	A.	Definitions 


“Cost” means: 
  

	 	(i)	List Price; plus 

  

	 	(ii)	Freight costs incurred by Labatt in connection with the shipping or backhaul of the Product to Labatt in San Antonio, Texas; less 


 

	 	(iii)	[***]; less 

  

	 	(iv)	[***]; 

 provided,
however, that the List Price of Produce for each week will be adjusted for packaging and concealed damage and, provided, further, that the amount of any [***]shall not be deducted in calculating Cost. 

“Effective Discount” is defined in “C. [***],” below. 

“List Price” means the list price of the Product from the manufacturer, as reflected on the manufacturer’s invoice to
Labatt (before giving effect to any freight, or other costs, or discounts or allowances). 
 “Manufacturer Rebate”
means any rebate of funds directly from a Product manufacturer to Stripes, on account of Products purchased from such manufacturer. 
 “Mark-up” means the difference between a Product’s Cost and Labatt’s sales price to Stripes, [***]. 
 “Produce” means all fresh fruit and vegetable Products. 
 “Selected
SKUs” means the Products listed below, together with their successor Products, as mutually agreed by the parties, from time to time. 
  

									
	 Labatt #
	  	 Label
	  	 Description
	  	Pack	 	Size
	 [***]
	  	[***]	  	[***]	  	[***]	 	[***]

 [***]. 

  
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 “Standard Products” means all Products,
excluding[***]. 
  

	B.	Mark Up/Price Change 

 The sales price to Stripes of each Product to be purchased by Stripes hereunder shall be established using a Mark-up of: 
  

	 	(i)	[***] over Cost for the Selected SKUs and all Standard Products; and 

  

	 	(ii)	[***] over Cost for all Produce. 


Labatt agrees to supply Stripes with all of the foodservice and related Products listed below using the Mark-up [***] and price change
schedule for the applicable Product categories as follows: 
  

					
	 Category
	  	Price Change	 	Mark-up [***]
	 Groceries
	  	[***]	 	[***]
	 Refrigerated
	  	[***]	 	[***]
	 Dairy
	  	[***]	 	[***]


  
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	 Category
	  	Price Change	 	Mark-up [***]
	 Meat, Seafood, Poultry
	  	[***]	 	[***]
	 Produce
	  	[***]	 	[***]
	 Paper
	  	[***]	 	[***]
	 Chemicals
	  	[***]	 	[***]
	 In and Out-Acemart, Smallwares
	  	[***]	 	[***]
	 In and Out
	  	[***]	 	[***]
	 Proprietary (presently being used)
	  	[***]	 	[***]

 Example of the
pricing calculation with Markup that determines the applicable sales price: 
 [***]. 

Additionally, by way of example, [***]. 
  

	C.	[***]. 


  
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	D.	Level of Participation 

 Set forth as Exhibit B hereto is a list of Products currently being sold by Labatt to the Stripes stores and the monthly volume, by Product, of such purchases. Such list may be modified from time to time
by mutual agreement of the parties. The term “Products” herein means the Products shown on Exhibit B, including any successors to such Products and any other Products as may be agreed upon from time to time. The pricing from Labatt
provided for herein is based on Stripes continuing to purchase at least [***]% of such [***] volumes (in the aggregate) of the Products for all Stripes stores that provide food service and to which Labatt is capable of (and does not object to)
delivering. Stripes’ failure to purchase at least [***] of such [***] volumes (in the aggregate) of the Products, during any period of [***] or more [***] during the term of this Agreement, shall constitute a default by Stripes of this
Agreement. 
  

	E.	Mark-up Applicable to All Items 

 All Products purchased by Stripes, regardless of being listed on Exhibit B or not, will be sold to Stripes at the agreed-upon Mark-up as provided herein. 

 

	F.	Substituted Items 


It is understood that all substituted items will be sold to Stripes at the applicable Mark-up shown above. Mark-up is based upon the
applicable Product category and will be pre-approved by Stripes before shipping. 

  
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	G.	[***] 

  

	H.	Price Verification 


Stripes shall have the right, after advance written request and at reasonable times during normal business hours, to price-verification
audit privileges on all Products purchased from Labatt. Price verification of Products is subject to a limit on the number of Products chosen for auditing to [***] of Products purchased from Labatt during any one [***] period. Any significant
discrepancies in the initial [***]) of Products selected for price verification will permit Stripes to pursue price verification of an additional [***]of Products. An advance 7-day written notification by Stripes to Labatt is required for an onsite
audit. The period for which prices may be verified may not exceed the immediately preceding [***]-month period. 
  

	I.	Delivery Fees and Surcharges; Fuel Surcharges 

 It is agreed that during any period in which the price of diesel fuel exceeds [***] per gallon, Labatt will be entitled to charge, and Stripes agrees to pay, a fuel surcharge for each delivery to a store.
Similarly, during any period in which the price of diesel fuel is lower than [***] per gallon, Stripes shall be entitled to a corresponding fuel credit for each delivery to a store. Such fuel surcharge or credit shall be determined on the basis of
the United States Energy Information Administration Weekly Retail On-Highway Diesel Prices[***], in accordance with the fuel surcharge/credit index attached as Exhibit A. Except as set forth on Exhibit A, there are no additional fees
or surcharges applicable to deliveries made or services provided under this Agreement. 

  
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 IV. PAYMENT TERMS 

 

	A.	Credit Terms 


Stripes shall pay all invoices on credit terms of [***]. 
  


	B.	Rebate 

 A monthly
rebate equal to [***]of purchases made during a month will be paid to Stripes so long as the [***]terms on all such purchases for such month have been met and payments have been made electronically. 

 

	C.	Method of Invoicing and Payment 

 Statements are issued via electronic data interchange on a weekly basis, for the previous week’s purchases. Electronically transferred funds are required to qualify for the rebates provided herein.
An EFT transfer for the payment of any rebate by Labatt will be issued by the [***] of the month following that in which the rebate accrued. 
 V. CREDIT PROCEDURES 
  

	A.	[***]. 


  
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	B.	Credit Memo 

 A
credit memo will be issued for pick-ups and pricing errors. Pick-ups will originate through Labatt’s representative identified above. A pick-up slip must be issued and placed on the driver’s manifest before merchandise can be picked up by
Labatt. 
 VI. MISCELLANEOUS MATTERS 
  

	A.	Confidentiality 


Each party shall maintain in strict confidence all information communicated to that party by the other or any affiliate of the other, will
use it only for purposes of this Agreement, and will not disclose it, or any of the provisions of this Agreement, without the prior written consent of the other party, except (i) to its employees with a need to know, (ii) to certain of its
representatives for legal, accounting or financing purposes, or (iii) by reason of regulatory requirements beyond the reasonable control of the recipient party. Each party shall be responsible for ensuring its affiliates’ and
representatives’ compliance with the provisions of this paragraph. This paragraph will survive any expiration or termination of this Agreement for a period of [***] years. Neither party shall issue or make, or cause or permit to be issued or
made, any media release or public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior approval of the other party, except by reason of legal, accounting or regulatory requirements beyond the
reasonable control of that party. It is understood that all information on pricing or Cost provided by either Labatt or Stripes to the other will be handled as confidential information by both parties and shall not be disclosed to others unless
mutually agreed to in advance. 
  

	B.	Termination/Material Change 

 A party may send a notice to the other party requesting renegotiation of this Agreement if a significant change in circumstances occurs that affects Product or delivery cost with respect to the Products
to be provided under this Agreement or that affects the overall economics of that party’s business (any such event, a “Material Change”). Examples of a Material Change would include: (a) a change in the store count, whether by
increase or decrease, of [***] stores or more, (b) a change in total Products purchased as a result of changes in applicable law, (d) a change in merchandising philosophy that results in total sales or volume changes, whether by increase or
decrease, of [***] or more in one or more key categories or (e) actual purchase volumes that are materially (i.e., at least [***]) different, whether by increase or decrease, than those provided by Stripes to Labatt and used by Labatt in determining
the Product pricing set forth in this Agreement. 
 Either party may immediately terminate this Agreement or suspend its
performance under this Agreement (other than the payment of any amount that has accrued and become then payable hereunder) at that party’s sole discretion (a) immediately and without notice in the event of (1) the institution of
insolvency, bankruptcy or similar proceedings by or against the other party; (2) any assignment or attempted assignment for the benefit of creditors by the other party; (3) any appointment, or application for that appointment, of a
receiver for the other party; (4) the other party becoming insolvent or unable to pay its debts as they come due; (5) an involuntary lien respecting an obligation in excess of $5,000,000 being filed or levied against, or foreclosure or
seizure of materially all or a significant portion of, the other party’s assets, including inventory, by a creditor, lienholder, lessor, governmental authority or other person, which has not been removed within 60 days; (6) the other
party’s material breach of this Agreement, which remains uncured after the provision of thirty (30) day’s notice thereof or (7) the other party’s material falsification of any records or reports


  
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required hereunder; (b) upon 90 days’ prior written notice by Stripes to Labatt if (1) Stripes enters into an agreement providing for, or experiences, a Change in Control,
(2) Stripes enters into an agreement providing for, or consummates, a disposition to an unrelated third party of all or substantially all of its assets or (3) Stripes enters into an agreement providing for, or consummates, in one or more
related transactions with one or more unrelated third parties, an acquisition or disposition the net effect of which is to increase or decrease Stripes’ store count by more than [***] stores; and (c) upon 90 days’ prior written notice
in the event of (1) a material adverse change in the other party’s financial condition or results of operations or (2) a Material Change. The term “Change in Control” means the acquisition, directly or indirectly, by one or
more unrelated parties, in one or more related transactions, of more than 50% of the outstanding beneficial ownership interests of Stripes 
  

	C.	Indemnification 


LABATT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS STRIPES AND ITS RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES AND AGENTS
(REFERRED TO COLLECTIVELY AS THE “INDEMNIFIED PARTIES”), AND EACH OF THEM FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, LIABILITIES, AND/OR ACTIONS ASSERTED BY ANY PERSON, INDIVIDUALLY OR THROUGH ANY REPRESENTATIVE,
INCLUDING ALL COSTS, REASONABLE ATTORNEY’S FEES, SETTLEMENT FUNDS, DAMAGES OR EXPENSES (‘LIABILITIES”) RESULTING OR ARISING FROM (1) ANY ALLEGATION OR FINDING OF A VIOLATION OF ANY PATENT, TRADEMARK, COPYRIGHT, OR CONTRACTUAL OR
OTHER RIGHTS OF ANY THIRD PARTY ARISING FROM THE PURCHASE, USE, OR SALE BY STRIPES OF ANY PRODUCTS MANUFACTURED, PREPARED OR PACKAGED BY LABATT (UNLESS SUCH PACKAGING, OR PACKAGE DESIGN OR CONTENT, HAS BEEN SUPPLIED BY STRIPES OR ITS AGENT OR
REPRESENTATIVE, OR UNLESS THE CONTRACT WAS ALLEGEDLY BREACHED BY AN INDEMNIFIED PARTY AND/OR A THIRD PARTY); (2) ANY BREACH BY LABATT OR ITS AFFILIATES OF ANY REPRESENTATION, WARRANTY, COVENANT OR CERTIFICATION TO STRIPES UNDER THIS OR ANY
ANCILLARY AGREEMENT BETWEEN STRIPES AND LABATT; (3) ANY FAILURE BY LABATT (OR ITS AFFILIATES) TO COMPLY WITH ANY APPLICABLE LAW, RULE OR REGULATION; (4) ANY CONSUMER OR GOVERNMENTAL COMPLAINT, CLAIM, INVESTIGATION OR PROCEEDING ALLEGING
ANY DEFECT IN—OR ANY DAMAGES, DEATH, ILLNESS, OR INJURY RESULTING FROM THE PURCHASE, USE OR CONSUMPTION OF—ANY PRODUCT, COMPONENT OR INGREDIENT MANUFACTURED, PREPARED OR PACKAGED BY LABATT OR ITS AFFILIATES (EXCEPT TO THE EXTENT


  
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ARISING OR RESULTING FROM THE MANUFACTURE, PREPARATION OR PACKAGING OF SUCH PRODUCT, COMPONENT OR INGREDIENT IN STRICT ACCORDANCE WITH SPECIFICATIONS PROVIDED BY STRIPES OR ITS AGENT OR
REPRESENTATIVE); AND (5) ANY SERVICES PROVIDED BY, OR ACTIONS OR OMISSIONS OF, LABATT OR ITS CONTRACTORS OR AGENTS IN THE COURSE OF DELIVERING ANY PRODUCTS, IN EACH CASE UPON PREMISES OWNED LEASED OR OPERATED BY STRIPES OR ITS AFFILIATES,
REGARDLESS IF SUCH CLAIM BE BROUGHT BY LABATT’S EMPLOYEES, CONTRACTORS, AGENTS OR THIRD PARTIES, [***]The term “Third Parties” means any one or more party or parties other than the Indemnified Parties and Labatt and its employees,
agents, contractors and representatives. None of the Indemnified Parties may settle any indemnifiable claim without the consent of Labatt, which consent shall not be unreasonably withheld or delayed. 

 

	D.	Insurance 

 Labatt
agrees that during the term of this Agreement it will maintain in force and effect insurance with the coverages and limits set forth in the Certificate of Insurance attached hereto as Exhibit C, with broad-form endorsements
(i) reflecting waiver of subrogation and (ii) naming the certificate holder (reflected on the attached certificate) as additional insured, for the full amount of the then-applicable policy limits; provided, however, that
Labatt is a non-subscriber to the Texas Workers Compensation Act and, instead provides the Labatt Back to Work Plan, a qualified ERISA plan fully backed by excess indemnity insurance coverage; and provided, further, that Labatt shall
not be required to carry Excess/Umbrella Liability insurance with policy limits in excess of $[***]. 

  
 14 


	*	CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION
OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 









 Stripes LLC 

 
  

	E.	Non-Conforming Products and Offsetting 

 In the event any Products sold to Stripes are damaged, defective or non-conforming, Stripes may return such goods to Labatt for full credit of the purchase price, except to the extent such any such
damage, defectiveness or non-comformity are caused by Stripes after delivery. Such refund may be in the form of an offset or credit against other payments owed by Stripes to Labatt. If, at any time, Labatt has a debit balance with Stripes, the
amount owed Stripes may be deducted from future remittances at Stripes’ option and any such deduction shall be deemed to be payment by Stripes for all purposes including, without limitation, entitlement to cash discounts. 

 

	F.	Clear Title 


Labatt shall transfer good and marketable title to the Products to Stripes free and clear of all liens, claims, encumbrances, and/or
charges. 
  

	G.	Ethics 

 The offer
or acceptance of gifts, entertainment, or other special favors to or from any Stripes personnel, is not permissible. Courtesies of nominal value, appropriate Product samples and social invitations readily deemed to be customary and proper under the
circumstances are acceptable, provided they imply no business obligation whatsoever nor involve significant or out of the ordinary expenses. 
  

	H.	Notices 

 All
notices and other communications hereunder shall be given in writing and shall be deemed to have been duly given and effective (i) upon receipt if delivered in person, (ii) two (2) days after deposit, prepaid with a nationally
recognized overnight delivery service, or (iii) five (5) days after deposit in United States mail (certified, postage prepaid, return receipt requested) to the addresses set forth below: 

If to Stripes: 

General Counsel 

Susser Holdings Corporation 
 4525 Ayers Street 
 Corpus Christi, TX 78415 

  
 15 









 Stripes LLC 

 
 If to Labatt: 

Labatt Food Service LLC 
 4500 Industry Park Drive 
 San Antonio, TX 78218 

Attention: President 
  

	I.	Choice of Law 

 The
laws of the state of Texas, without reference to its choice of law rules, shall govern the validity of this Agreement and the construction of the terms hereunder, and the interpretation of the rights and duties of the parties hereto. 

 

	J.	Unenforceability of Provisions 

 If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder thereof shall nevertheless remain in full force and effect. This Agreement will not
be construed more or less favorably between the parties by reason of authorship or origin of language. 
  

	K.	Entire Agreement 


Stripes and Labatt (and/or their respective predecessors) heretofore entered into that certain Confidentiality Agreement dated as of
March 22, 2010, a Hold Harmless Agreement dated June 30, 2008 and a Corporate Account Agreement dated as of May 22, 2007 as reinstated and amended by the Reinstatement and Amendment dated May 25, 2010. It is the express
understanding of the parties that those agreements are hereby terminated (provided that any indemnification obligations under those agreements relating to liabilities or claims occurring or arising prior to the date of this Agreement and any
confidentiality obligations under those agreements relating to confidential information of either party disclosed to the other party prior to the date of this Agreement shall survive such termination). Subject to the foregoing, this Agreement
represents the entire agreement between the parties with respect to the subject matter set forth herein. 
 [Signature page
follows] 

  
 16 









 Stripes LLC 

 
 Accepted For: 

 

			
	 Stripes LLC

		
	By:	 	 /s/ Sam L. Susser

		
	Title:	 	Chairman
		
	Date:	 	1/12/2011

 Accepted For: 

 

			
	 Labatt Food Service LLC

		
	By:	 	 /s/ Blair Labatt

		
	Title:	 	President
		
	Date:	 	1/12/2011


  
 17 









 Stripes LLC 

 
 EXHIBIT A 

FUEL SURCHARGE/CREDIT INDEX PROGRAM 
 Since the cost of fuel is an important variable cost for Labatt, it is agreed that a fuel surcharge program will be implemented in the event reported diesel prices remain above an average level of $[***]
per gallon in the prior month. Correspondingly, a fuel credit will be implemented in the event reported diesel prices remain below an average level of $[***] per gallon in the prior month. The procedures to determine the fuel surcharge/fuel credit
are as follows: 
  

	 	1)	The Weekly Retail On-Highway price [***] as reported on the Department of Energy’s (DOE) Energy Information Website (EIA) will be used to determine the price per
gallon of fuel. The EIA website address is http//:www.eia.doe.gov. 

  

	 	2)	The fuel surcharge/fuel credit amounts applicable to deliveries are as set forth in the table below. The surcharge amount or fuel credit amount, as the case may be,
will be adjusted on a monthly basis based on the average fuel price over the four most recent weeks in the prior month. The new surcharge amount or fuel credit amount, as the case may be, will take effect on the first Monday of each month.


  

	 	3)	Adjustment Schedule 

  

			
	 Diesel Price
 Per Gallon
	  	Surcharge
[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]


  
 18 


	*	CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION
OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 









 Stripes LLC 

 

			
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]

  

	 	4)	The fuel surcharge or fuel credit, as the case may be, will be billed as a separate line item at the bottom of the store’s invoice. 


  
 19 


	*	CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION
OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 









 Stripes LLC 

 
 EXHIBIT B 

LIST OF PRODUCTS/VOLUMES OF MONTHLY PURCHASES 
  

															
	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  	


  
 20 


	*	CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION
OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 









 Stripes LLC 

 
 EXHIBIT C 

LABATT CERTIFICATE OF INSURANCE 
 (ATTACHED) 
 [***] 

  
 21 


	*	CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION
OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 









 Stripes LLC 

 
 EXHIBIT D 

ORDER/DELIVERY MATRIX 
  

					
	 Store #
	  	ORDER DAY	 	DELIVERY DAY
	 [***]
	  	[***]	 	[***]


  
 22 


	*	CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION
OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.