Ex-10.1(a)



 







Exhibit 10.1(a)




PURCHASE AND SALE AGREEMENT




Between




MAPCO EXPRESS, INC.




AS BUYER




AND




FAST PETROLEUM, INC., WORTH L. THOMPSON, JR.,

JOHN E. THOMPSON, THOMPSON MANAGEMENT, I NC.,

THOMPSON ACQUISITIONS, INC., THOMPSON INVESTMENT PROPERTIES, INC., WJET, INC., FAST FINANCIAL

SERVICES, INC. AND TOP TIER ASSETS, LLC




AS SELLER




June 14, 2006




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1.1	 	 	Defined Terms
	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE II PURCHASE AND SALE	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.1	 	 	Transfer
	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.2	 	 	Earnest Money
	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.3	 	 	Liens
	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE III PRICE	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.1	 	 	Purchase Price
	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.2	 	 	Inventory
	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	3.2.1 Estimates
	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	3.2.2 Fuel Inventory
	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	3.2.3 Merchandise Inventory
	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	3.2.4 Food Supplies
	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	3.2.5 Inventory
	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	3.2.6 Reconciliation
	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.3	 	 	Petty Cash
	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.4	 	 	Payments
	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE IV COVENANTS	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.1	 	 	Entry and Inspections
	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.2	 	 	Management
	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.3	 	 	Agreements
	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4.3.1 Compliance
	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4.3.2 Termination & Amendment
	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4.3.3 Consents, Estoppels & Waivers
	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.4	 	 	Permits
	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.5	 	 	Environmental Matters
	 	 	7	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4.5.1 Pre-Closing Actions
	 	 	7	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4.5.2 Known Assumed Fuel
Contamination
	 	 	 7	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4.5.3 Worsley Fuel Contamination
	 	 	7	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4.5.4 Information & Agreements
	 	 	7	 






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(continued)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4.5.5 Seller’s Environmental Indemnity
	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4.5.6 Buyer’s Environmental Indemnity
	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4.5.7 UST Funds
	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.6	 	 	Title Matters
	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.7	 	 	Employees and Benefits
	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.8	 	 	Business Taxes
	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.1	 	 	Seller’s Representations and Warranties
	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.2	 	 	Buyer’s Representations and Warranties
	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VI CLOSING	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	6.1	 	 	Conditions to Closing
	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	6.2	 	 	Closing
	 	 	16	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	6.2.1 Date, Time and Location
	 	 	16	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	6.2.2 Closing Deliveries
	 	 	17	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	6.2.3 Possession
	 	 	19	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	6.2.4 Closing Costs
	 	 	19	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	6.2.5 Records & Keys
	 	 	19	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	6.3	 	 	Carve Out Stores
	 	 	19	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	6.4	 	 	Existing Liabilities
	 	 	20	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VII PRORATIONS AND ADJUSTMENTS	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.1	 	 	Calculation
	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.2	 	 	Store Income
	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.3	 	 	Taxes
	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.4	 	 	Contract Payables
	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.5	 	 	Contract Receivables
	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.6	 	 	Utilities
	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.7	 	 	Permits
	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.8	 	 	Health Insurance Premiums
	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.9	 	 	Security Deposits
	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.10	 	 	Unknown Amounts
	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 





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(continued)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VIII INDEMNIFICATION	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.1	 	 	Seller’s Indemnity
	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.2	 	 	Buyer’s Indemnity
	 	 	23	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.3	 	 	Environmental Exclusion
	 	 	23	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE IX CASUALTY AND CONDEMNATION	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	9.1	 	 	Casualty
	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	9.1	 	 	Condemnation
	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE X DEFAULT & REMEDIES	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.1	 	 	Seller’s Failure to Close
	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.2	 	 	Buyer’s Failure to Close
	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.3	 	 	Other Defaults
	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	10.3.1 Remedies
	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	10.3.2 Limitation of Seller’s Obligations
	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	10.3.3 Acknowledgements
	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE XI NOTICES	 	 	26	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE XII MISCELLANEOUS	 	 	26	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.1	 	 	Permitted Disclosures & Press Releases
	 	 	26	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.2	 	 	Confidentiality
	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.3	 	 	Records Review
	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.4	 	 	Bulk Sales
	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.5	 	 	Entire Agreement/Amendment
	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.6	 	 	Severability
	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.7	 	 	Waiver
	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.8	 	 	Brokers
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.9	 	 	Joint & Several Liability
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.10	 	 	Counterparts
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.11	 	 	Schedules/Exhibits
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.12	 	 	Successors & Assigns
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.13	 	 	Time Periods
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.14	 	 	Waiver of Subrogation
	 	 	28	 






-iii-




 









 








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(continued)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.15	 	 	Construction
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.16	 	 	Attorneys’Fees
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.17	 	 	Dispute Resolution
	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.18	 	 	Waiver of Jury Trial
	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.19	 	 	Survival
	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	12.20	 	 	Governing Law
	 	 	29	 






iv









 






TABLE OF CONTENTS

(continued)




Page




LIST OF SCHEDULES




	 	 	 
	Schedule 1

	 	Tax Allocations
	Schedule 2

	 	Required Repairs
	Schedule 3

	 	Claims & Litigation
	Schedule 4

	 	Proposed ROW Agreement
	Schedule 5

	 	Financial Statements
	Schedule 6

	 	Assignment & Assumption of Leases
	Schedule 7

	 	Bill of Sale
	Schedule 8

	 	Assignment and Assumption of Surviving Operating Agreements
	Schedule 9

	 	Assignment of Intangible Property
	Schedule 10

	 	Fuel Transportation Agreement
	Schedule 11

	 	Non-Competition Agreement
	Schedule 12

	 	Purchase Option & Right of First Refusal
	Schedule 13

	 	License Agreement
	Schedule 14

	 	Transition Services Agreement
	Schedule 15

	 	Owner’s Affidavit
	Schedule 16

	 	Georgia Lien Affidavit
	Schedule 17

	 	Georgia Residency Affidavit
	Schedule 18

	 	Tennessee Tax Affidavit
	Schedule 19

	 	Convenience Stores
	Schedule 20

	 	Convenience Store Values
	Schedule 21

	 	Escrow Agreement
	Schedule 22-A

	 	Excluded Assets (Remove)
	Schedule 22-B

	 	Excluded Assets (Remaining)
	Schedule 23

	 	Fuel Branding Agreements
	Schedule 24

	 	Known Assumed Fuel Contamination
	Schedule 25

	 	Leases
	Schedule 26

	 	Operating Agreements
	Schedule 27

	 	Permits
	Schedule 28

	 	Property Descriptions
	Schedule 29

	 	Remediation Summary
	Schedule 30

	 	Replacement Jobber Agreements
	Schedule 31

	 	Required Consents, Estoppels & Waivers
	Schedule 32

	 	Title Requirements
	Schedule 33

	 	Trade Names & Marks
	Schedule 34

	 	Vehicles






-v-





 









 








PURCHASE AND SALE AGREEMENT




     THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of the 14th day
of June, 2006, by and between MAPCO EXPRESS, INC., a Delaware corporation (“Buyer”), FAST
PETROLEUM, INC., WORTH L. THOMPSON, JR., JOHN E. THOMPSON, THOMPSON MANAGEMENT, INC., THOMPSON ACQUISITIONS, INC., THOMPSON INVESTMENT
PROPERTIES, INC., WJET, INC., FAST FINANCIAL SERVICES, INC. AND TOP TIER ASSETS, LLC
(collectively, “Seller”).



WITNESSETH:




     WHEREAS, Seller is the owner of forty three (43) convenience stores located in the State of
Tennessee and the State of Georgia; and



     WHEREAS, Seller has agreed to sell said convenience stores to Buyer upon the terms and
conditions set forth herein.



     NOW THEREFORE, for ONE HUNDRED AND NO/100 US DOLLARS (US $100.00) paid Seller by Buyer, the
covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:



ARTICLE I

DEFINITIONS




     1.1 Defined Terms. Annex #1 contains a list of certain defined terms used in this
Agreement, and such terms (when capitalized) shall have the meanings ascribed to them on Annex #1.
Additional terms are defined in the sections of this Agreement, and such terms (when capitalized)
shall have the meanings ascribed to them in said sections whenever the same are used herein.



ARTICLE II
PURCHASE AND SALE




     2.1 Transfer. Subject to and in accordance with the other terms of this Agreement,
Seller agrees to sell the Assets to Buyer and Buyer agrees to purchase the Assets from Seller. At
Closing, Seller shall:



          (i) convey good and marketable fee simple absolute title to each of the Fee Properties to
Buyer;




          (ii) assign all of Seller’s right, title and interest in the Leases and the Leased Properties
to Buyer;




          (iii) convey good and merchantable title to the Personal Property, the Fuel Inventory and the
Merchandise Inventory to Buyer;




          (iv) assign all of Seller’s right, title and interest in the Surviving Operating Agreements to
Buyer; and




          (v) assign all of Seller’s right, title and interest in the Intangible Property to Buyer.




-1-









 








          Seller shall assign, transfer and convey the Assets to Buyer, at Closing, free of Liens and
other encumbrances, except the Properties shall be transferred to Buyer subject to the Permitted
Encumbrances.




     2.2 Earnest Money. Buyer has deposited the Earnest Money pursuant to the terms of the
Escrow Agreement. The Earnest Money shall be credited against the amounts due Seller under this
Agreement at Closing. The Earnest Money shall be refunded to Buyer only to the extent provided in
the Escrow Agreement. Except as otherwise expressly provided in the Escrow Agreement or this
Agreement, if this Agreement is terminated, the Earnest Money shall be paid to Seller.



     2.3 Liens. Seller shall cause all Liens to be released by Closing; provided, however,
if Seller is unable to obtain a release of any Lien securing a loan entered into by Seller by
Closing, then Seller shall (i) obtain a payoff letter from the holder of the loan setting forth the
amount required to payoff the loan in full on the Closing Date, (ii) cause such amount to be paid
to the holder of the loan, at Closing, by the Title Company, (iii) cause the Owner’s Title
Insurance Policy (or marked-up title insurance commitment for the same) issued to Buyer, at
Closing, to insure Buyer against all loss and damage that Buyer may suffer as a result of the
enforcement or attempted enforcement of any Lien or the debt secured thereby, and (iv) obtain and
record an instrument releasing such Lien within ten (10) Business Days after the Closing Date. If
Seller fails to fulfill its obligations under this section, then, in addition to any other remedy
available hereunder or at law or in equity, Buyer may, but shall not be obligated to, fulfill such
obligation on behalf of Seller, in which event Seller shall reimburse Buyer, upon demand, for all
costs, expenses and reasonable attorneys’ fees (without regard to any statutory presumption) that
Buyer incurs in connection therewith. Buyer shall have the right to deduct any amount that Seller
owes Buyer under this section from the Purchase Price or any other amounts due Seller hereunder.



ARTICLE III

PRICE




     3.1 Purchase Price. Subject to the other terms of this Agreement, the purchase price
of the Assets, other than the Fuel Inventory, Food Supplies and the Merchandise Inventory, is Forty
Six Million Thirty Five Thousand Six Hundred Thirty Five and No/100 US Dollars (US $46,035,635.00)
(the “Purchase Price”). The Purchase Price shall be allocated for tax purposes as provided on
Schedule 1. Subject to the prorations, credits and adjustments provided for in this
Agreement, Buyer shall pay the Purchase Price to Seller at Closing.



     3.2 Inventory.



          3.2.1 Estimates. Three (3) Business Days prior to the date the Closing is scheduled
to occur, Seller shall furnish Buyer with a written statement setting forth Seller’s best estimate
of the Fuel Inventory, the Merchandise Inventory, and the Food Supplies as of the Closing.




          3.2.2 Fuel Inventory.




               (a) At Closing, Buyer shall pay Seller an amount equal to One Million One Hundred Fifty Six
Five Hundred Forty One and No/100 US Dollars (US $1,156,541.00), which is ninety-five percent (95%)
of the estimated value of the Fuel Inventory (the “Fuel Inventory Estimate”). Within ten (10)
Business Days after the Closing, Buyer and Seller shall (i) determine the number of gallons of each
grade of motor vehicle fuel comprising the Fuel Inventory, and (ii) execute a written statements
setting forth the same.



-2-









 





               (b) The purchase price of the Fuel Inventory (the “Fuel Inventory Price”) shall be: (i) the
purchase price of the Fuel Inventory paid by Seller (i.e. the amount Seller paid the applicable
suppliers for the same), calculated on a first in, first out basis; plus (ii) applicable taxes on
the Fuel Inventory paid by Seller, including, but not limited to, the petroleum tax imposed under
T.C.A. Section 67-3-101 et seq.; plus (iii) an amount equal to the freight charges that Buyer would
be required to pay to deliver the Fuel Inventory to the Properties under the Fuel Transportation
Agreement to be executed by Seller and Buyer under Section 6.2.2(f), which shall be in lieu of any
transportation or hauling charges paid by Seller. At Closing, Seller shall furnish Buyer with (i)
all information necessary to calculate the Fuel Inventory Price, including, without limitation,
fuel delivery records for each of the Properties, invoices for each layer of product forming a part
of the Fuel Inventory, tax information, and receipts, and (ii) a written statement setting forth
the Fuel Inventory (by grade of fuel at each of the Properties) and the amount Seller paid for each
layer of product comprising the Fuel Inventory (by grade of fuel at each of the Properties),
calculated on a first in, first out basis.



               (c) For purposes hereof, the Fuel Inventory shall be determined based on a physical inventory
of the fuel within the UST Systems taken by Buyer and Seller on the Closing Date, adjusted to take
into account any fuel sales at the Convenience Stores between such readings and the Effective Time.
If the Fuel Inventory Estimate exceeds the Fuel Inventory Price, then Seller shall refund the
difference to Buyer within ten (10) Business Days after the Closing. If the Fuel Inventory Price
exceeds the Fuel Inventory Estimate, then Buyer shall pay Seller the difference within ten (10)
Business Days after the Closing; provided, however, if Seller has not satisfied its obligations
under Section 2.3, Buyer may withhold any amount it owes Seller under this subsection until such
obligations are satisfied and Buyer may deduct any sums that Seller owes Buyer under Section 2.3
from such amounts.



     3.2.3 Merchandise Inventory.



               (a) At Closing, Buyer shall pay Seller an amount equal to Two Million Ninety One Thousand
Three Hundred Thirty and No/100 US Dollars (US $2,091,330.00), which is ninety-five percent (95%)
of the estimated value of the Merchandise Inventory (the “Merchandise Inventory Estimate”). Within
ten (10) Business Days after the Closing, Buyer and Seller shall (i) determine the Merchandise
Inventory, and (ii) execute a written statement setting forth the Merchandise Inventory (by
category of item and location) and the retail value of the Merchandise Inventory (by category of
item and location) based on the prices charged by Seller for the same; provided the amounts charged
by Seller must comply with the requirements of Section 5.1(n). As part of such statement, Seller
shall certify to Buyer, in writing, the retail price of all items comprising the Merchandise
Inventory and the acquisition cost of the cigarettes, cigars and other tobacco products forming a
part of the Merchandise Inventory, calculated on a first in, first out basis. Prior to the Closing
Date, Seller shall remove all damaged and out-of-date merchandise from the Properties and all items
that Buyer reasonably determines are non-saleable or unusable.



               (b) The purchase price of the Merchandise Inventory (the “Merchandise Inventory Price”) shall
be an amount equal to: (i) seventy percent (70%) of the retail value of the Merchandise Inventory
other than cigarettes, cigars and other tobacco products, based on the prices charged by Seller for
the same (provided the amounts charged by Seller must comply with the requirements of Section
5.1(n)); plus (ii) the acquisition cost of the cigarettes, cigars and other tobacco products
forming a part of the Merchandise Inventory (i.e. the amount Seller paid the applicable suppliers
for the same), calculated on a first in, first out basis.



               (c) For purposes hereof, the Merchandise Inventory shall be determined based on a physical
inventory of the Convenience Stores conducted by representatives of Seller and



-3-









 







Buyer on the Closing Date, with the results of such inventories being adjusted to reflect
sales at the Convenience Store between the completion of such inventory and the Effective Time. If
the Merchandise Inventory Estimate exceeds the Merchandise Inventory Price, then Seller shall
refund the difference to Buyer within ten (10) Business Days after the Closing. If the Merchandise
Inventory Price exceeds the Merchandise Inventory Estimate, then Buyer shall pay Seller the
difference within ten (10) Business Days after the Closing; provided, however, if Seller has not
satisfied its obligations under Section 2.3, Buyer may withhold any amount it owes Seller under
this subsection until such obligations are satisfied and Buyer may deduct any sums that Seller owes
Buyer under Section 2.3 from such amounts.



               (d) Seller shall return all beer and alcohol to the distributor who supplied the same to the
Convenience Stores, and Seller shall coordinate with Buyer to cause such distributor to restock the
Convenience Stores with beer and alcohol, in a manner reasonably acceptable to Buyer. Buyer
shall purchase such beer and alcohol directly from the distributor, not from Seller.



     3.2.4 Food Supplies.



               (a) At Closing, Buyer shall pay Seller an amount equal to One Hundred Two Thousand Five
Hundred Forty Three and No/100 US Dollars (US $102,543.00), which is ninety-five percent (95%) of
the estimated value of the Food Supplies (the “Food Supplies Estimate”). Within ten (10) Business
Days after the Closing, Buyer and Seller shall (i) determine the Food Supplies, and (ii) execute a
written statement setting forth the Food Supplies (by category of item and location) and the cost
of the Food Supplies (by category of item and location) based on the prices paid by Seller for the
same. As part of such statement, Seller shall certify to Buyer, in writing, purchase price paid by
Seller for all items comprising the Food Supplies, calculated on a first in, first out basis, and
furnish Buyer with all information necessary to calculate the Food Supplies Price, including,
without limitation, delivery records for each of the Properties, invoices for each product forming
a part of the Food Supplies and receipts.



               (b) The purchase price of the Food Supplies (the “Food Supplies Price”) shall be the purchase
price of the Food Supplies paid by Seller (i.e. the amount Seller paid the applicable suppliers for
the same), calculated on a first in, first out basis, excluding the price of any opened packages,
boxes or containers containing Food Supplies. For purposes hereof, the Food Supplies shall be
determined based on a physical inventory of the Properties taken by Buyer and Seller on the Closing
Date, without adjustment. If the Food Supplies Estimate exceeds the Food Supplies Price, then
Seller shall refund the difference to Buyer within ten (10) Business Days after the Closing. If
the Food Supplies Price exceeds the Food Supplies Estimate, then Buyer shall pay Seller the
difference within ten (10) Business Days after the Closing; provided, however, if Seller has not
satisfied its obligations under Section 2.3, Buyer may withhold any amount it owes Seller under
this subsection until such obligations are satisfied and Buyer may deduct any sums that Seller owes
Buyer under Section 2.3 from such amounts.



     3.2.5 Inventory. Buyer shall retain an audit company to assist with the physical
inventory of the Convenience Stores on the Closing Date. At Closing, Buyer and Seller shall each
pay one-half (1/2) of the fee charged by such company to provide such assistance.



     3.2.6 Reconciliation. For a period of ninety (90) days after the Closing, Buyer shall
have the right to audit Seller’s books and records related to the retail prices charged by the
Seller for the Merchandise Inventory. Seller agrees to make such books and records available for
Buyer’s review at the Seller’s offices in Dalton, Georgia. In the event any audit by Buyer of such
books and records reveals that Seller has overcharged Buyer for the Merchandise Inventory, (i)
Seller shall pay Buyer the amount of the overcharge, and (ii) if the amount of the overcharge
equals or exceeds Ten Thousand and No/100



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Dollars ($10,000.00), Seller shall reimburse Buyer for the cost of such audit. In the event
any audit by Buyer of such books and records reveals that Seller has undercharged Buyer for the
Merchandise Inventory, Buyer shall pay Seller the amount of the undercharge after deducting the
cost of the audit therefrom.



     3.3 Petty Cash. All cash belonging to Seller that is located at the Convenience
Stores as of the Effective Time (including, but not limited to, money in cash registers, safes, and
vending machines) shall remain and become the property of Buyer, excluding cash in ATMs; provided
Buyer shall reimburse Seller for the cash transferred to Buyer pursuant to this section within ten
(10) Business Days after the Closing. All other cash and receipts related to operation of the
Convenience Stores prior to the Effective Time shall remain Seller’s property and shall be removed
by Seller prior to the delivery of the Properties to Buyer. Representatives of Seller and Buyer
shall count the cash at the Convenience Stores on the Closing Date, with the results of such count
being adjusted to reflect sales at the Convenience Store between the completion of such count and
the Effective Time.



     3.4 Payments. All amounts that the parties owe to each other under the terms of this
Article shall be paid, in immediately available funds, by wire transfer to the account specified by
the payee, in writing.



ARTICLE IV

COVENANTS




     4.1 Entry and Inspection. Buyer and its agents, employees, contractors and
representatives shall have the right to (i) enter upon the Properties and access the Personal
Property for purposes of performing inspections, tests, surveys, site planning, geotechnical
reviews, environmental assessments (including, but not limited to, soil and ground water testing),
appraisals and other similar activities, and (ii) examine and make copies of all books and records
related to the Convenience Stores or the Assets in Seller’s possession or control. Seller agrees
to make such books and records available to Buyer at Seller’s office in Dalton, Georgia. Prior to
Closing, Buyer agrees to conduct its activities on the Properties in a manner that does not
unreasonably interfere with the operation of the Convenience Stores. In the event this Agreement
is terminated, Buyer shall repair any material damage to the Properties or Personal Property
resulting from Buyer’s activities, which obligation shall survive the termination of this
Agreement.



     4.2 Management.



               (a) Prior to Closing, Seller shall: (i) operate the Convenience Stores in their usual and
ordinary course of business, (ii) make all repairs necessary to ensure that the Properties and
Personal Property are in good working order as of the Closing, and (iii) not encumber the Assets or
enter into any agreement affecting the Assets or Convenience Stores, except for agreements
expressly authorized under the other sections of this Agreement. Without limiting the generality
of the foregoing, Seller shall correct all of the conditions identified on Schedule 2, in a
manner reasonably satisfactory to Buyer, prior to Closing.



               (b) If Seller has not completed any repairs or other work required under subsection 4.2(a) by
Closing, then: (i) Seller shall deposit an amount equal to one hundred twenty-five percent (125%)
of the cost of completing the same, as determined by Charles Campbell Construction or another
contractor reasonably approved by Buyer, in writing, with Buyer at Closing (the “Maintenance
Holdback”); and (ii) Buyer may, in addition to any other remedy available hereunder or at law or in
equity, complete such repairs or other work, on behalf of Seller, should Seller fail to
continuously and diligently correct the same after Closing, in which event Buyer may retain the
Maintenance Holdback to



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the extent necessary to cover the costs and expenses that Buyer incurs in connection
therewith; provided if the Maintenance Holdback is not sufficient to pay such costs and expenses,
Seller shall pay Buyer the deficiency within ten (10) Business Days after Buyer’s written demand
for the same. Once all such Defects have been cured, Buyer shall pay the Maintenance Holdback to
Seller, less any portion thereof retained by Buyer in accordance with the terms of this subsection.
While any repairs or other work is being performed by Seller after Closing pursuant to this
subsection, Seller shall maintain liability insurance reasonably satisfactory to Buyer and Seller
shall use reasonable efforts to minimize the disturbance caused by such repairs and other work.
Seller agrees to indemnify, defend and hold harmless Buyer from and against any and all claims,
actions, lawsuits, losses, damages, liabilities, (including, but not limited to, court costs,
reasonable attorneys’ fees [without regard to any statutory presumption], and litigation expenses)
which may at any time be imposed upon, incurred by or asserted or awarded against Buyer that arise
or result from the performance of any repairs or other work by Seller or any of its agents,
employees, contractors or representatives after Closing.



               (c) Seller has maintained a system of internal controls sufficient to provide reasonable
assurance that Seller’s transactions are executed with management’s authorization, Seller’s
transactions are recorded as necessary to permit preparation of financial statements in accordance
with GAAP and to maintain accountability for assets (access to Seller’s assets is permitted only in
accordance with management’s authorization), and the recorded amount for Seller’s assets is
compared with existing assets at reasonable intervals and appropriate action is taken with respect
to any differences, and there are no significant deficiencies or material weaknesses in the design
or operation of said internal controls; and (ii) Seller has not been informed by its independent
auditors, accountants, consultants or others involved in the review of said internal controls that
significant deficiencies or material weaknesses exist in the same which could adversely affect
Seller’s ability to record, process, summarize and report financial data.



     4.3 Agreements.



          4.3.1 Compliance. Seller shall comply with the terms of the Leases and the Operating
Agreements through the Closing, and Seller shall use reasonable efforts to enforce the terms
thereof. Seller shall immediately notify Buyer, in writing, if there is an allegation that Seller
has defaulted under any of the Leases or the Surviving Operating Agreements or if Seller determines
that any other party has defaulted under the Leases or the Surviving Operating Agreements.




          4.3.2 Termination & Amendment. Except as otherwise expressly requested by Buyer, in
writing, Seller shall not amend, modify, terminate, extend or waive any of the provisions of the
Leases or the Surviving Operating Agreements.




          4.3.3 Consents, Estoppels & Waivers. Seller shall use reasonable efforts to obtain:
(i) the Required Consents, Estoppels & Waivers and any other consents necessary to allow Seller to
assign the Leases and the Surviving Operating Agreements to Buyer; and (ii) all estoppel
certificates related to the Permitted Encumbrances reasonably requested by Buyer.




          4.4 Permits. Seller shall comply with the terms of all Permits and maintain the same
in good standing until the Closing. All fees and other charges due in connection with the Permits
shall be paid by Seller, in full, through the Closing. Seller agrees that Buyer may freely contact
governmental officials to determine the steps required to assign the Permits or obtain replacements
of the same. Seller and Buyer shall use reasonable efforts to obtain, as quickly as possible, all
consents required to allow the assignment of the Permits to Buyer or replacements for the same to
be issued to Buyer effective as of the Closing; provided Buyer shall be responsible for paying all
fees and posting all bonds required in connection therewith.




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     4.5 Environmental Matters.



          4.5.1 Pre-Closing Actions. Seller agrees to complete all of the following corrective
measures, in a manner reasonably satisfactory to Buyer, within ten (10) Business Days after the
Execution Date:




               (i) Remove all drums and containers at Convenience Store #183, engage Buyer’s environmental
consultant to test the stained soil, excavate and properly remove the stained soil from the
Property under the supervision of such consultant, and test the remaining soil to confirm that any
contamination has been properly removed, and undertake any further testing or action required by
the consultant in order to obtain its written approval that no further action is recommended for
the investigation of the Property and confirming that there is no recognized environmental
condition.



               (ii) Remove all drums and waste in the dumpster at Convenience Store #207 from the Property.



          4.5.2 Known Assumed Fuel Contamination. After Closing, Buyer shall be responsible for
performing all work required to monitor, cleanup, or otherwise remediate the Known Assumed Fuel
Contamination on the Properties to the extent (but only to the extent) validly required under
Environmental Laws by the governmental authority charged with administering the same in the areas
where the affected Properties are located; provided, however, Buyer shall have the right to
negotiate and contest such requirements and, so long as Buyer is acting in good faith and with
reasonable diligence, Buyer may refrain from complying with such requirements until a final and
unappealable court order has been entered enforcing the same.




          4.5.3 Worsley Fuel Contamination. Seller shall remain responsible for causing all
work required to monitor, cleanup, or otherwise remediate the Worsley Fuel Contamination to the
extent (but only to the extent) validly required under Environmental Laws by the governmental
authority charged with administering the same in the areas where the affected Properties are
located. Seller shall comply with and enforce the terms of the Worsley Remediation Agreement, and
Seller shall promptly notify Buyer of any violation of the terms thereof or any material change in
the status of the Worsley Fuel Contamination. Seller acknowledges that Buyer is not assuming any
obligations or liabilities related to the Worsely Contamination, and Buyer shall not be responsible
for monitoring, cleaning-up, or otherwise remediating the same.




          4.5.4 Information & Agreements. Seller represents and warrants to Buyer, as of the
Execution Date and the Closing, that: (i) Seller has furnished Buyer with true, accurate and
complete copies of all correspondence, environmental assessments, test results, remediation plans
and other materials related to the Known Assumed Fuel Contamination and the Worsley Fuel
Contamination; (ii) the conditions giving rise to the Known Assumed Fuel Contamination and the
Worsley Fuel Contamination have been resolved and are no longer resulting in the release of
Hazardous Materials on the Properties; (iii) Seller has furnished Buyer with a true, accurate and
complete copy of all agreements between Seller and its environmental consultants and contractors
related to the Known Assumed Fuel Contamination and the Worsley Fuel Contamination (collectively,
the “Remediation Agreements”); (iv) the Remediation Agreements are in full force and effect; (v)
the Remediation Agreements have not been amended, modified or terminated; (vi) none of the parties
to the Remediation Agreements is in default thereunder; (vii) the Remediation Summary is true,
accurate and complete, (viii) there are no unpaid amounts owed by Seller under the Remediation
Agreements, and (ix) Seller’s Remediation Agreements are with parties who have received approval to
perform the required work in accordance with Environmental Laws.




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          4.5.5 Seller’s Environmental Indemnity. Except for the Known Assumed Fuel
Contamination, Seller agrees to indemnify, defend and hold harmless Buyer from and against any and
all claims, actions, lawsuits, losses, damages, liabilities, (including, but not limited to, court
costs, reasonable attorneys’ fees [without regard to any statutory presumption], and litigation
expenses) which may at any time be imposed upon, incurred by or asserted or awarded against Buyer
as a result of: (i) any Hazardous Materials located on or released from the Properties prior to the
Closing, including, but not limited to, any investigation, assessment, monitoring, removal,
remediation, clean-up, or abatement thereof required by governmental authorities pursuant to
Environmental Laws; (ii) any violation by, or claim of violation by, Seller or any of its
Affiliates, employees, agents, invitees, tenants, licensees, contractors or representatives of
Environmental Laws; (iii) the Worsley Fuel Contamination, (iv) any Bulk Plant Contamination; or (v)
the imposition of any lien against the Properties for damages caused by, or the recovery of any
costs incurred for the cleanup of, Hazardous Materials located on, under or about the Property as
of the Closing. The provisions of this section shall survive the Closing for a period of one (1)
year, except there shall be no limitation on the survival period of Seller’s indemnification
obligation hereunder with respect to matters known to Seller but not disclosed to Buyer as of the
Closing, the Worsley Fuel Contamination and any Bulk Plant Contamination.




          4.5.6 Buyer’s Environmental Indemnity. Buyer agrees to indemnify, defend and hold
harmless Seller from and against any and all claims, actions, lawsuits, losses, damages,
liabilities, (including, but not limited to, court costs, reasonable attorneys’ fees [without
regard to any statutory presumption] and litigation expenses) which may at any time be imposed
upon, incurred by or asserted or awarded against Seller as a result of the presence of any
Hazardous Materials released on the Properties by Buyer after Closing or discharged from the
Properties by Buyer after Closing, including, but not limited to, any investigation, assessment,
monitoring, removal, remediation, clean-up, or abatement thereof required by governmental
authorities pursuant to Environmental Laws.




          4.5.7 UST Funds. Buyer shall be entitled to all compensation and other financial
assistance available under the UST Funds and other governmental assistance programs as a result of
any assessments, testing, monitoring, clean-up or remediation by Buyer of the Known Assumed Fuel
Contamination and, and Seller shall, upon Buyer’s request, cooperate and assist with Buyer’s
efforts to obtain such compensation and assistance.




     4.6 Title Matters. Seller shall cause all of the Title Requirements to be satisfied
on or prior to the Closing Date in a manner which does not result in any additional exceptions or
exclusions being added to the Title Commitment or the Title Policy, which obligation shall include,
but is not limited to, delivery of (i) properly executed and recordable memoranda of leases, (ii)
properly executed and recordable assignments of leases and terminations of leases, (iii) waivers of
potential lease violations, (iv) evidence sufficient to confirm that some restrictions do not
affect the Properties, (v) information sufficient to allow the Title Company to identify all of the
Properties, and (vi) an assignment of certain purchase option rights. This section shall in no way
limit the obligations of Seller that are otherwise set forth in this Agreement concerning the
status of the title to the Properties to be delivered at Closing.



     4.7 Employees and Benefits. Buyer may interview and communicate with the employees of
the Convenience Stores. Buyer agrees to offer employment to the employees actively employed at
Convenience Stores by Seller immediately prior to Closing (the “Store Employees”) who satisfy
Buyer’s hiring requirements and are not on leave pursuant to the Family Medical Leave Act, any
worker’s compensation law or any other program of Seller or Applicable Laws (Store Employee
accepting such offers are referred to as “Hired Employees”); provided, however, nothing herein
shall be deemed to (i) create or grant to any Store Employees or Hired Employees third-party
beneficiary rights or claims under this Agreement, or (ii) alter any employment-at-will
relationship between Buyer and the Hired



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Employees. Seller shall permit Buyer to meet with the Store Employees, at the Properties or
such other location as Buyer may select. Notwithstanding Buyer’s employment of the Hired
Employees, Seller shall indemnify, defend and hold harmless Buyer from and against: (i) any and all
workers’ compensation and other claims made by any Hired Employees arising from injury, illness, or
act occurring prior to the Closing Date; and (ii) any accrued benefits and liabilities, claims,
lawsuits and administrative charges pertaining to the Hired Employees arising out of the Hired
Employee’s employment with Seller prior to the Closing.



     4.8 Business Taxes. Seller shall be responsible for paying, prior to delinquency, all
Pre-Closing Business Taxes and all sales taxes imposed as a result of the transfer of the Assets to
Buyer pursuant to this Agreement. To the extent possible, Seller shall pay the Pre-Closing
Business Taxes (except income taxes) prior to Closing and provide Buyer with reliable evidence of
such payment, including, but not limited to, tax clearance certificates issued no more than thirty
(30) days prior to Closing, from (i) the State of Tennessee, pursuant to T.C.A. §67-6-513
et. seq., confirming that all sales and use taxes due as of date of the certificate
have been paid in full, and (ii) the State of Georgia confirming that all sales and use taxes and
employee withholding due as of the date of the letter have been paid in full. In the event any
Pre-Closing Business Taxes are not paid at Closing, Seller shall pay the same prior to delinquency.
If a Lien is filed against any of the Assets as a result of Seller’s failure to pay any
Pre-Closing Business Taxes or if any governmental entity seizes or seeks to seize any of the Assets
as a result of Seller’s failure to pay any Pre-Closing Business Taxes, then Buyer may, in addition
to any other remedies available to it hereunder or at law or in equity, pay the same and take such
other actions as are reasonably necessary to protect its interest in the Assets, in which event
Seller shall reimburse Buyer, upon demand, for all costs and reasonable attorneys’ fees (without
regard to any statutory presumption) it incurs in connection therewith.



ARTICLE V

REPRESENTATIONS AND WARRANTIES




     5.1 Seller’s Representations & Warranties. Seller represents and warrants to Buyer,
as of the Execution Date and the Closing, that:



               (a) Power & Authority. (i) Seller is duly organized, validly existing and in good
standing under the laws of the State of Georgia, (ii) Seller has all power and authority necessary
for Seller to enter into and perform its obligations under this Agreement, subject to Seller
obtaining the Required Consents, Estoppels & Waivers, (iii) this Agreement is enforceable against
Seller in accordance with its terms, (iv) the execution, delivery and performance of this Agreement
by Seller does not conflict with or constitute a breach of any contract, agreement or other
instrument by which Seller is bound, and (v) the execution, delivery and performance of this
Agreement by Seller does not conflict with or result in a breach of any order, judgment, writ,
injunction or decree of any court, arbiter or governmental authority.



               (b) Bankruptcy. (i) Seller has not filed any voluntary petition in bankruptcy or
sought to reorganize its affairs under the Bankruptcy Code of the United States or any other
federal, state or local law related to bankruptcy, insolvency or relief for debtors, (ii) Seller
has not had an involuntary petition filed against it under the Bankruptcy Code of the United States
or any other federal, state or local law related to bankruptcy, insolvency or relief for debtors,
and (iii) Seller has not been adjudicated as bankrupt or insolvent.



               (c) Claims & Actions. Except as otherwise disclosed on Schedule 3, there are
no pending or, to the best of Seller’s knowledge, threatened claims, lawsuits, or other legal
proceedings that



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will or could have a material adverse effect on the Convenience Stores, the Assets or Seller’s
ability to perform its obligations under this Agreement.



               (d) Governmental Proceedings. (i) to the best of Seller’s knowledge, there are no
pending or threatened governmental actions, proceedings or investigations that could have material
adverse effect on the Convenience Stores, the Assets or Seller’s ability to perform its obligations
under this Agreement, including, but not limited to, condemnation or eminent domain proceedings,
except for the possible acquisition of a right-of-way on Convenience Store #193 pursuant to the
terms of that certain unexecuted Department of Transportation Option for Right of Way attached
hereto as Schedule 4 (the “Proposed ROW Agreement”), and (ii) no portion of the property
used in the operation of the Convenience Stores has been taken by condemnation or eminent domain
during the preceding twelve (12) months.



               (e) HSR Compliance. (i) the total consideration payable to Seller in connection with
the transaction contemplated by this Agreement will be less than Fifty Six Million Seven Hundred
Thousand and No/100 US Dollars (US $56,700,000.00), which is the “size of transaction test” under
the HSR Act, and (ii) the transaction contemplated by this Agreement will not be subject to the HSR
Act and a pre-merger notification filing under the HSR Act will not be required in connection
therewith.



               (f) Condition. (i) the Personal Property and the Properties are in good working order
and condition, except for normal wear and tear that does not impair functionality, and are free of
material defects, (ii) the Assets comply in all materials respects with Applicable Laws and the
Permitted Encumbrances, (iii) no portion of the Properties or the Personal Property has suffered
damage caused by fire or other casualty that cost more than Ten Thousand and No/100 US Dollars (US
$10,000.00), in the aggregate, to repair, (iv) no portion of the Properties has been used as a
landfill, junkyard or dump, (v) there are no pending or contemplated actions, proceedings, plans or
proposals to alter, re-route or close any road adjacent to the Properties or to close any curb cut
serving the Properties, except for alterations to one (1) of the curb cuts serving Convenience
Store #193 that are identified in the Proposed ROW Agreement, and (vi) there have been no material
changes to the Properties during the immediately preceding ninety (90) days.



               (g) Financial Information. (i) the financial information for calendar years 2003,
2004, 2005 and YTD 2006 set forth on Schedule 5 is true, accurate and complete in all
material respects, (ii) the audited financial statements of Fast Petroleum, Inc. not included
herein or in the Schedules, contain the information for the Convenience stores presented in
Schedule 5, (iii) the separate results of the business operations of the Convenience
Stores set forth on Schedule 5 are consistent in all respects with said audited financial
statements, and (iv) said audited financial statements were prepared in accordance with GAAP,
consistently applied.



               (h) Compliance. (i) the operation of the Convenience Stores, as presently conducted
by Seller, is permitted on the Properties under Applicable Laws and the Permitted Encumbrances,
except the sale of alcohol at Convenience Store #205 is prohibited under the instrument of record
in Book 1045, Page 15, Register’s Office for Hamilton County, Tennessee to the extent such
instrument is still valid and enforceable, (ii) to the best of Seller’s knowledge, there are no
pending or threatened changes in Applicable Laws that could adversely affect Buyer’s ability to
operate the Convenience Stores, as presently conducted by Seller, (iii) all governmental permits,
licenses, and consents required for the use of the Assets and the operation of the Convenience
Stores have been issued and are in full force and effect, (iv) Seller has furnished Buyer with a
true, accurate and complete copy of all Permits, (v) there are no outstanding violations of the
terms of the Permits, and there are no pending or, to the best of Seller’s knowledge, threatened
actions to revoke or suspend any of the Permits, (vi) the Permits are the only



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governmental permits, licenses or approvals related to the Assets or the operation of the
Convenience Stores, and (vii) Seller has paid all fees and other charges due in connection with the
Permits for the year of Closing and prior periods.



               (i) Warranties. (i) Seller has furnished Buyer with a true, accurate and complete
copy of all Warranties in Seller’s possession or control, and (ii) all conditions to the
effectiveness of the Warranties have been satisfied.



               (j) Fee Properties. Seller will have a good and marketable fee simple absolute estate
in the Fee Properties at Closing, subject only to applicable Permitted Encumbrances and the
Surviving Operating Agreements applicable to the Fee Properties.



               (k) Leased Properties. (i) Seller has furnished Buyer with a true, accurate and
complete copy of the Leases, (ii) the Leases are in full force and effect and have not been
amended, modified or supplemented, (iii) Seller has not assigned the Leases, (iv) Seller’s right,
title and interest in the Leases is unencumbered; (v) Seller is not in default under the Leases and
no matter exists which with the giving of notice, the passage of time or both would constitute such
a default, (vi) to the best of Seller’s knowledge, none of the other parties is in default under
the Leases and no matter exists which with the giving of notice, the passage of time, or both would
constitute such a default, (vii) Seller has obtained all consents required for Seller to validly
assign the Leases to Buyer at Closing, except the Required Consents, Estoppels & Waivers, and
(viii) none of the Leased Properties are owned by one of Seller’s Affiliates or any family member
of Seller’s Affiliates, except for that certain Lease Agreement, dated June 6, 2003, between ET,
LLC, as landlord, and Fast Petroleum, Inc., as tenant, as amended by that First Amendment to Lease
Agreement, dated June 6, 2003, pertaining to Convenience Store #195.



               (l) Possession. Except as otherwise expressly provided in the Surviving Operating
Agreements, no Person will have the right to occupy any portion of the Properties except for Buyer.



               (m) Operating Agreements. (i) Seller has furnished Buyer with a true, accurate and
complete copy of each of the Operating Agreements, (ii) Seller is not in default under the
Operating Agreements and no matter exists which with the giving of notice, the passage of time or
both would constitute such a default, (iii) to the best of Seller’s knowledge, none of the other
parties is in default under the Operating Agreements and no matter exists which with the giving of
notice, the passage of time, or both would constitute such a default, (iv) there are no
restrictions upon Seller’s ability to assign its interest in the Operating Agreements to Buyer,
except restrictions expressly set forth therein, (v) no party is entitled to any offsets, credits,
adjustments or abatements with respect to the amounts it owes Seller under the Operating
Agreements, (vii) Seller has not entered into any Operating Agreements with Seller’s Affiliates or
any family member of Seller’s Affiliates, and (viii) Seller will obtain all consents required for
Seller to validly assign the Surviving Operating Agreements to Buyer at Closing.



               (n) Operation. (i) Seller has not increased the retail price of the merchandise
(excluding motor vehicle fuels) sold at the Convenience Stores during the preceding sixty (60)
days, except for increases in the price of any item equal to increases in the amount paid by Seller
to acquire such item, (ii) Seller has operated the Convenience Stores in their usual and customary
course of business during the preceding sixty (60) days, and (iii) the Records contain all material
information and records maintained by or on behalf of Seller in connection with the acquisition,
development, construction, improvement, ownership, occupancy, maintenance, repair, leasing use or
operation of the Assets and the Convenience Stores during the twenty-four (24) months immediately
preceding the Closing.



               (o) No Other Agreements. (i) the Leases, the Surviving Operating Agreements and the
Permitted Encumbrances will be the only agreements (oral or written) related to the operation of
the



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Convenience Stores or affecting the Assets as of the Closing, except Seller has granted Miller
Brewing Company and Coca Cola, Inc. oral authorization to use the billboards located at Convenience
Stores #178, #180, #181 and #186 owned by Seller, (ii) Seller is the owner of such billboards and
has the right to freely revoke such oral authorizations any time after July 1, 2006, in its sole
discretion, (iii) Seller has no on-going obligations, duties or liabilities to Miller Brewing
Company or Coca Cola, Inc. with respect to such billboards, except for the obligation to allow them
to continue using the billboards until July 1, 2006, and (iv) the Excluded Assets identified as
“Vendor Supplied Items — No Operating Agreement” are supplied (at no charge) to Seller by a vendor,
Seller or the vendor may cause said “Vendor Supplied Items — No Operating Agreement” to be removed
at any time from the Convenience Stores (without liability), and there are no agreements (oral or
written) related to such “Vendor Supplied Items — No Operating Agreement.”



               (p) No Other Properties. (i) the Properties include all real property used in
connection with the operation of the Convenience Stores, except Seller’s headquarters at 745
College Drive, Dalton, Georgia and Seller’s warehouse and other operations at 1727 US Hwy 41 South,
Dalton, Georgia, (ii) except for the Excluded Assets, the Assets include all personal property
located on the Properties, (iii) all of the personal property used by Seller in the operation of
the Convenience Stores is located on the Properties, except for the Excluded Assets and items
normally maintained at Seller’s headquarters at 745 College Drive, Dalton, Georgia or Seller’s
warehouse and other operations at 1727 US Hwy 41 South, Dalton, Georgia, (iv) no personal property
has been removed from the Properties during the preceding sixty (60) days, except for (A) fuel and
other merchandise sold in the ordinary course of operating the Convenience Stores and (B) food and
other supplies used in the ordinary course of operating the Convenience Stores, (v) Seller has
maintained customary levels of food and other supplies at the Convenience Stores through the
Closing, (vi) Seller, Seller’s Affiliates and the family members of Seller’s Affiliates do not own
or lease any real property adjacent to the Convenience Stores that is not included in the
Properties, except for the Bulk Plant Site and land adjacent to Convenience Store #215, and (vii)
there are no agreements granting Seller, Seller’s Affiliates or the family members of Seller’s
Affiliates the right to acquire or lease any real property adjacent the Properties.



               (q) Branded Jobber Agreements. Seller’s total outstanding obligations and liabilities
under the Fuel Branding Agreements and related documents with respect to the repayment of
incentives and the re-branding of the Convenience Stores do not exceed (i) One Million Four Hundred
Thirty Thousand Three Hundred Ninety and 27/100 US Dollars (US $1,430,390.27) to BP Products North
America, Inc.; (ii) Forty Seven Thousand Three Hundred Two and No/100 US Dollars (US $47,302.00) to
ConocoPhillips Company, (iii) Six Hundred Ninety One Thousand Nine Hundred Fifty One and No/100 US
Dollars (US $691,951.00) to ExxonMobil Oil Corporation, and (iv) Ninety Nine Thousand Four Hundred
Eight and 93/100 US Dollars (US $99,408.93) to Motiva Enterprises LLC.



               (r) UST Systems. (i) the UST Systems are the only tanks used to store motor vehicle
fuels or other Hazardous Materials located on the Properties by Seller or, to the best of Seller’s
knowledge, any other Person, (ii) to the best of Seller’s knowledge, all other tanks used to store
motor vehicle fuels on the Properties have been lawfully removed, (iii) each the Properties is
fully eligible to participate in and benefit from one of the UST Funds, (iv) the UST Systems comply
with all Applicable Laws, and (v) all governmental fees and charges due in connection with the
ownership and operation of the UST Systems have been paid in full through and including the year
2006.



               (s) Hazardous Materials. Except for the Known Assumed Fuel Contamination and the
Worsley Fuel Contamination, to the best of Seller’s knowledge, (i) no Hazardous Materials have been
discharged, released, spilled, permitted to migrate, or allowed to escape on, under or about any of
the Properties or the Bulk Plant Site in quantities that violate Applicable Laws or in quantities
that could



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require reporting, investigation, assessment, monitoring, removal, remediation, clean-up, or
abatement under Applicable Laws, (ii) Seller has not received any summons, directive, notice or
other communication, written or oral, from any Person concerning Hazardous Materials released or
allegedly released on or from the Properties, (iii) gasoline, diesel fuel and kerosene are the only
Hazardous Materials that were stored on the Bulk Plant Site, (iv) the drums previously located on
the Bulk Plant Site contained only water and oil for resale to Seller’s customers, have not leaked
or spilled, and have been properly removed from said property in compliance with Applicable Laws,
and (v) the soil placed upon the plastic sheeting on the Bulk Plant Site is not contaminated with
any Hazardous Materials and was removed from a dealer location in Dalton, Georgia that is not one
of Properties, (vi) no contaminated soils have been removed from the Properties or any other land
and placed on the Bulk Plant Site, and (vii) the monitoring wells located at Convenient Store #175
are not in use.



               (t) Utilities. (i) to the best of Seller’s knowledge, the utility systems serving the
Properties are adequate to meet the needs of the Convenience Stores, as presently operated,
including, without limitation, water, gas, electric, telephone and sanitary sewer service, (ii)
water, electricity, telephone, gas (if applicable) and sanitary sewer service is being provided to
the Properties by public utility companies, via publicly dedicated and accepted lines, except for
Convenience Stores utilizing private septic systems and are not connected to the public sewer
system, (iii) the septic systems serving the Convenience Stores are located entirely on the
Properties and are in good working order and condition, free of material defects, and (iv) to the
best of Seller’s knowledge, none of the Convenience Stores has experienced flooding or other
material problems caused by storm water, except for the one (1) time flooding at Convenience Store
#185 and Convenience Store #219 that Seller has previously disclosed to Buyer, in writing.



               (u) Employees. (i) to the best of Seller’s knowledge, Seller has complied with all
Applicable Laws relating to the employment of labor at the Convenience Stores, including, but not
limited to, those relating to reporting, withholding, wages, hours, equal opportunity, occupational
health and safety, employee benefits, leave, severance and the payment of Social Security and other
employment taxes, (ii) there are no collective bargaining agreements applicable to the Store
Employees, and (iii) to the best of Seller’s knowledge, there are no union organizing efforts being
conducted with respect to the Store Employees.



               (v) Benefits. (i) Seller does not have any unpaid liability of any kind or nature
whatsoever arising out of or relating to any “employee pension benefit plan” or “pension plan” as
defined in Section 3(2) of the ERISA, (ii) at no time has Seller been required to contribute to any
“multi employer plan” as defined in Section 3(37) of ERISA, incurred any withdrawal liability as
provided in Section 4201 of ERISA, or sponsored, maintained, or contributed to any benefit plan
that provides retiree medical or retiree life insurance coverage, (iii) all “employer welfare
benefit plans” and “welfare plans” within the meaning of Section 3(1) of ERISA established or
maintained by Seller, if any, comply with the terms of the plan and Applicable Laws, including, but
not limited to, ERISA, (iv) there are no pending denials of benefit claims or unpaid claims under
any such “employer welfare benefit plan” or “welfare plan” established or maintained by Seller, and
(v) Seller does not maintain or contribute to any “employee benefit plan” as defined in Section
3(3) of ERISA under which Buyer will incur any liability as a result of the transactions
contemplated in this Agreement.



               (w) Taxes. (i) there are no pending contests or appeals involving the assessed value
of any Properties or the Personal Property for purposes of any tax or the amount of any Real
Property Taxes or Personal Property Taxes, and (ii) to the best of Seller’s knowledge, no new
assessments (general or special, public or private) are pending or contemplated against any of the
Properties or the Personal Property.



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               (x) Intangible Property. (i) Seller is the owner of the Intangible Property, (ii)
Seller has the right to assign the Intangible Property to Buyer, and (iii) to the best of Seller’s
knowledge, the Trade Names & Marks do not infringe on or conflict with the rights or intellectual
property of any other Person.



               (y) Full Disclosure. to the best of Seller’s knowledge, (i) there are no material
inaccuracies or omissions in the information regarding the Convenience Stores or the Assets that
Seller has furnished to Buyer, and (ii) Seller is not aware of any fact, event or circumstance that
could have a material adverse affect on the Convenience Stores, the Assets or Seller’s ability to
perform its obligations under this Agreement, excluding general market conditions.



               (z) 1445 Certifications. Seller is not (i) a “foreign person,” as such term is
defined in Section 1445(f)(3) of the Internal Revenue Code of 1954, as amended, or (ii) a
“disregarded entity” as such term is defined in Section 1.1445-2(b)(2)(iii) of the Code of Federal
Regulations.



               (aa) Patriot Act. Neither Seller nor any of its Affiliates is, or will become, a
person or entity with whom U.S. persons are restricted from doing business with under Applicable
Laws, including, without limitation, the regulations of the Office of Foreign Assets Control
(“OFAC”) of the Department of Treasury (e.g. OFAC’s Specially Designated and Blocked
Persons list), Executive Order 13224 or the United and Strengthening America by Providing Tools
Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (“USA
Patriot Act”).



     The representations and warranties of Seller set forth in this Section 5.1 shall survive the
Closing for a period of twelve (12) months, except there shall be no limitation on the survival
period of the representations and warranties set forth in Sections 5.1(a), 5.1(v), and 5.1(aa) or
claims arising as a result of Seller’s fraud or knowing misrepresentation.



     5.2 Buyer’s Representations & Warranties. Buyer represents and warrants to Seller, as
of the Execution Date and the Closing, that:



               (a) Power & Authority. (i) Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, (ii) upon Seller obtaining the
Required Consents, Estoppels & Waivers, Buyer will have all power and authority necessary for Buyer
to enter into and perform its obligations under this Agreement, provided Buyer is relying on the
representations and warranty set forth in Section 5.1(e) in making this representation and
warranty, (iii) this Agreement is enforceable against Buyer in accordance with its terms, (iv) the
execution, delivery and performance of this Agreement by Buyer does not conflict with or constitute
a breach of any contract, agreement or other instrument by which Buyer is bound, and (v) the
execution, delivery and performance of this Agreement by Buyer does not conflict with or result in
a breach of any order, judgment, writ, injunction or decree of any court, arbiter or governmental
authority.



               (b) Bankruptcy. (i) Buyer has not filed any voluntary petition in bankruptcy or
sought to reorganize its affairs under the Bankruptcy Code of the United States or any other
federal, state or local law related to bankruptcy, insolvency or relief for debtors, (ii) Buyer has
not had an involuntary petition filed against it under the Bankruptcy Code of the United States or
any other federal, state or local law related to bankruptcy, insolvency or relief for debtors, and
(iii) Buyer has not been adjudicated as bankrupt or insolvent.



               (c) Claims & Actions. There are no pending or, to the best of Buyer’s knowledge,
threatened claims, lawsuits, or other legal proceedings that will or could have a material adverse
effect on Buyer’s ability to perform its obligations under this Agreement.



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               (d) Governmental Proceedings. To the best of Buyer’s knowledge, there are no pending
or threatened governmental actions, proceedings or investigations that could have a material
adverse effect on the Buyer’s ability to perform its obligations under this Agreement.



               (e) Patriot Act. Neither Buyer nor any of its Affiliates is, or will become, a person
or entity with whom U.S. persons are restricted from doing business with under Applicable Laws,
including, without limitation, the regulations of the OFAC of the Department of Treasury (e.g.
OFAC’s Specially Designated and Blocked Persons list), Executive Order 13224 or the USA Patriot
Act.



               The representations and warranties of Buyer set forth in this Section 5.2 shall survive for a
period of twelve (12) months except there shall be no limitation on the survival period of the
representations and warranties set forth in Sections 5.2(a) and 5.2(e).



ARTICLE VI

CLOSING




     6.1 Conditions to Closing.



               (a) Buyer’s obligation to consummate the transaction contemplated by this Agreement is
contingent upon all of the following conditions (the “Closing Conditions”) being satisfied as of
the date and time the Closing is scheduled to take place under Section 6.2:



               (i) Seller not being in default under this Agreement, and all of the representations and
warranties made by Seller in this Agreement being true, accurate and complete in all material
respects;



               (ii) no material adverse change affecting the Assets or the Convenience Stores occurring after
the Execution Date, including, but not limited to, any material adverse change in physical
condition or environmental condition, pending or threatened lawsuit or similar proceeding, actual
or pending change in Applicable Laws, or actual or pending taking by condemnation or other
governmental action;



               (iii) there being no Title Defects, and Buyer receiving the Title Policies or revised versions
of the Title Commitments that irrevocably and unconditionally commit to issue the Title Policies;



               (iv) there being no Hazardous Materials on, under or about any Property whose Remediation
Cost, in Buyer’s judgment, will exceed the sums that will be paid to Buyer under the UST Funds to
cover such Remediation Costs, including, but not limited to, any Hazardous Materials that, in
Buyer’s judgment, are not covered by the UST Funds;



               (v) Buyer’s receipt of the Required Consents, Estoppels & Waivers;



               (vi) Buyer or its Affiliate, Williamson Oil Co., Inc. (“Williamson Oil”), entering into or
obtaining, as applicable, the Replacement Jobber Agreements in form and substance satisfactory to
Buyer, in its sole discretion. Buyer is relying on the representations and warranties set forth in
5.1(q) in negotiating and entering into the Replacement Jobber Agreements; and



               (vii) Buyer entering into an agreement (the “Pacific Pride Supply Agreement”) with Fast
Petroleum, Inc. d/b/a Fast Petroleum of Dalton, GA (“Franchisee”), an Affiliate of Seller, in form
and substance satisfactory to Buyer, in its sole discretion, pursuant to which Franchisee, as



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the franchisee under a franchise agreement with Pacific Pride Services, Inc. (“Pacific Pride”)
for the operation of an automated commercial fueling business (the “Pacific Pride Business”), will
continue the Pacific Pride Business at Convenience Store Nos. 164, 165 and 220 in consideration of
the payment to Buyer of a $0.07 per gallon fee pumped through the Pacific Pride Business at such
Convenience Stores, among other things, and obtaining a written consent and waiver signed by
Pacific Pride to the conveyance of such Convenience Stores to Buyer, to the Pacific Pride Supply
Agreement, and waiving of any right of refusal or right to purchase any of the Assets.



               If any of the Closing Conditions are not satisfied as of the date scheduled for the Closing,
then Buyer may, in addition to any other available rights and remedies, terminate this Agreement by
written notice to Seller, in which case the Earnest Money shall be immediately refunded to Buyer.



               (b) If the Title Commitments or the Surveys reveal a Title Defect affecting any Property prior
to Closing or the Closing Condition described in (a)(iii) of this Section 6.1 is unsatisfied with
respect to any Property at the time the Closing scheduled to occur, then Buyer may also, at its
option, delete such Property and the Convenience Store located on such Property from this Agreement
by giving written notice to Seller, in which event the parties shall execute a written agreement
removing the same from the scope of this Agreement and the Purchase Price shall be reduced by the
Convenience Store Value of the Convenience Store on such Property.



               (c) If any of the Required Consents, Estoppels & Waivers has not been obtained by the time the
Closing is scheduled to occur, Buyer may also, at its option, delete any of the Properties to which
the same relates and the Convenience Stores located such Properties from this Agreement. If the
Required Consents, Estoppels & Waivers required for Seller to transfer any of the Properties to
Buyer without violating the terms of the Leases have not been obtained by the time the Closing is
scheduled to occur, then Seller may, at its option, delete such Properties and the Convenience
Stores located such Properties from this Agreement, unless Buyer agrees, in writing, to waive the
requirement for that Seller obtain such Required Consents, Estoppels & Waiver. If the Required
Consents, Estoppels & Waivers necessary for Seller to transfer any of the Properties to Buyer
without violating a right of first refusal contained in the Fuel Branding Agreements have not been
obtained by the time the Closing is scheduled to occur, then Seller may, at its option, delete such
Properties and the Convenience Stores located such Properties from this Agreement. If any Property
is deleted from this Agreement by Buyer or Seller pursuant to this section, the parties shall
execute a written agreement removing such Property and the Convenience Store located on such
Property from the scope of this Agreement and the Purchase Price shall be reduced by the
Convenience Store Value of the Convenience Store on such Property.



               (d) Nothing herein shall be deemed to limit the remedies available to Buyer under this
Agreement as a result of Seller’s default.



     6.2 Closing.



               6.2.1 Date, Time and Location. Subject to the other provisions of this Agreement, the
Closing shall take place at 1:00 p.m. central standard time on the date which is thirty (30) days
after the Execution Date; provided, however, either Buyer or Seller may accelerate the Closing if
(but only if) all of the following requirements and conditions are satisfied:



               (i) Buyer having received all of the documents referenced in subparagraphs 6.1(a)(v),
6.1(a)(vi) and 6.1(a)(vii), except the Required Consents, Estoppels & Waivers to be obtained from
McDonald’s Corporation and Quizno’s Franchising II LLC; provided, however, if the Closing takes
place prior to the receipt of such Required Consents, Estoppels & Waiver from McDonald’s
Corporation or Quizno’s Franchising II LLC, the provisions of Section 6.3 shall apply.



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               (ii) Buyer and Seller having received all of the Title Commitments and Surveys, revised to
reflect the satisfaction of the requirements set forth in Section 4.6.



               (iii) Seller having satisfied all of its obligations under this Agreement, except obligations
to be satisfied at Closing.



          In the event Buyer or Seller elects to accelerate the Closing pursuant to this section, the
Closing shall take place on the date which is two (2) Business Days after the other party actually
receives written notice of such elections; provided, however, no such elections shall be deemed to
modify or waive any of the provisions of Section 6.1. The Closing shall take place at the offices
of the Boult, Cummings, Conners & Berry PLC in Nashville, Tennessee.




          6.2.2 Closing Deliveries.




               (a) Deed. At Closing, Seller shall execute and deliver: (i) Special Warranty Deeds,
in recordable form, conveying good and marketable fee simple absolute title to each of the Fee
Properties located in Tennessee to Buyer, and (ii) Limited Warranty Deeds, in recordable form,
conveying good and marketable fee simple absolute title to each of the Fee Properties located in
the State of Georgia to Buyer. The Fee Properties shall be conveyed to Buyer subject only to
applicable Permitted Encumbrances.



               (b) Assignment of Leases. At Closing, Buyer, Fast Petroleum, Inc. and Worth L.
Thompson, Jr. shall enter into an Assignment and Assumption of Leases, in the form attached hereto
as Schedule 6, under which (i) Seller assigns to Buyer the tenant’s interest in the Leases,
and (ii) Buyer assumes the tenant’s obligations under the Leases to the extent such obligations
first arise and relate to periods from and after the Closing.



               (c) Bill of Sale. At Closing, Seller shall execute and deliver a Bill of Sale, in the
form attached hereto as Schedule 7, conveying good and merchantable title to the Personal
Property, the Fuel Inventory, and the Merchandise Inventory to Buyer. In addition, Seller shall
deliver to Buyer certificates of title transferring ownership of the Vehicles to Buyer in
accordance with Applicable Laws, including, but not limited to, state motor vehicle title and
registration laws.



               (d) Assignment of Surviving Operating Agreements. At Closing, Seller and Buyer shall
enter into an Assignment and Assumption of Surviving Operating Agreements, in the form attached
hereto as Schedule 8, under which (i) Seller assigns to Buyer all of Seller’s interest in
the Surviving Operating Agreements, and (ii) Buyer assumes Seller’s obligations under the Surviving
Operating Agreements to the extent such obligations first arise and relate to periods from and
after the Closing.



               (e) Assignment of Intangible Property. At Closing, (i) Seller and Buyer shall enter
into an Assignment of Intangible Property, in the form attached hereto as Schedule 9, under
which Seller assigns to the Intangible Property to Buyer, and (ii) Seller shall execute any other
documents necessary to transfer registration of the Trade Names & Marks to Buyer. To the extent
any Permits cannot be validly transferred to Buyer at Closing pursuant to such agreement or by
operation of law, Seller shall cooperate with, assist, and join in Buyer’s efforts to cause such
Permits to be re-issued in Buyer’s name at or after Closing, including, but not limited to, any
Permits for the sale of alcohol.



               (f) Fuel Transportation Agreement. At Closing, Buyer and Fast Transport, LLC shall
enter into a Fuel Transportation Agreement in the form attached hereto as Schedule 10.



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               (g) Non-Competition Agreement. At Closing, Buyer and Seller shall enter into a
Cooperation & Non-Compete Agreement in the form attached hereto as Schedule 11.



               (h) Purchase Option & Right of First Refusal. At Closing, Top Tier Assets, LLC and
Buyer shall enter into a Purchase Option and Right of First Refusal in the form attached hereto as
Schedule 12. Seller hereby certifies to Buyer, as of the Execution Date and the Closing,
that Top Tier Assets, LLC is the owner of the real property subject to such Purchase Option and
Right of First Refusal and there are no Liens encumbering the same.



               (i) License Agreement. At Closing, Buyer and Fast Transport, LLC shall enter into a
License Agreement in the form attached hereto as Schedule 13.



               (j) Transition Services. At Closing, Buyer, Fast Petroleum, Inc., and Worth L.
Thompson, Jr. shall enter into a Transition Services Agreement in the form attached hereto as
Schedule 14



               (k) Title Insurance Documents. At Closing, Seller shall: (i) execute and deliver to
Buyer an owner’s affidavit in the form attached hereto as Schedule 15, (ii) furnish Buyer
with such resolutions, formation documents and certificates of good standing/existence as are
reasonably required by the Title Company to establish that this Agreement has been duly authorized
by and is enforceable against Seller; (iii) take such actions as are required to cause the Title
Company to delete the mechanics’ and materialmen’s exception from the Title Policies; and (iv)
deliver to Buyer recorded releases of all Liens.



               (l) Georgia Lien Affidavit. At Closing, Seller shall execute and deliver to Buyer an
affidavit in substantially the form attached hereto as Schedule 16, stating that all
Persons involved in the purchase, sale, leasing or management of the Properties that may have lien
rights under O.C.G.A. §44-14-600 et. seq. have been paid in full.



               (m) Georgia Residency Affidavit. At Closing, Seller shall (i) execute and deliver to
Buyer an affidavit of Seller’s residence, in substantially the form attached hereto as Schedule
17, stating the Seller is a resident of Georgia, or (ii) evidence satisfactory to Buyer that
all taxes due in connection with the sale of the Properties to Buyer under O.C.G.A. §48-7-128 et.
seq. have been properly paid and withheld by Seller and all other requirements of said statute have
been satisfied by Seller in connection with the sale of the Properties.



               (n) Georgia Tax Documents. At Closing, Seller shall submit a Real Estate Transfer Tax
Declaration in accordance with O.C.G.A. §48-6-1 et. seq., as amended or any successor statute.



               (o) Tennessee Tax Documents. At Closing, Seller shall furnish Buyer with: (i) an
affidavit, in the form attached as Schedule 18, setting forth the total sales and use taxes
that are or may be owed by Seller under T.C.A. § 67-6-101 et seq., as amended or
any successor statute; and (ii) reliable evidence that Seller has paid all taxes it owes under
T.C.A. § 67-4-721 et seq., as amended or any successor statute, for the most recent
taxable year end before the Closing Date. At Closing, Buyer may deduct from the Purchase Price an
amount equal to Buyer’s good faith estimate of the unpaid sales and use taxes owed (or that will be
owed) by Seller as of the Closing and Buyer may retain such amount until Seller furnishes Buyer
with reliable evidence that such taxes have been properly paid. No later than ten (10) Business
Days after Closing, Seller shall file all final tax returns and all notifications or other filings
required under and pay all taxes its owes pursuant to T.C.A. §67-6-101et seq.,
T.C.A. §67-4-701 et seq.



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and T.C.A. § 67-5-101 et seq., as amended or any successor statutes, and
furnish Buyer with copies of such returns, notifications and filings.




               (p) Opinion Letter. At Closing, Seller shall furnish Buyer with an authority opinion
letter from Minor, Bell & Neal, P.C., in form and substance reasonably acceptable to Buyer.



               (q) Closing Statement. At the Closing, Seller and Buyer shall prepare a written
statement that sets forth the Purchase Price, the Fuel Inventory Estimate, the Merchandise
Inventory Estimate, all credits against the Purchase Price provided for in this Agreement, all
amounts being prorated between the parties pursuant to this Agreement, and all disbursements to be
made at the Closing on behalf of Seller or Buyer.



               (r) Non-Surviving Operating Agreements. At Closing, Seller shall furnish Buyer with
written evidence, reasonably satisfactory to Buyer, that Seller has terminated each of the
Non-Surviving Operating Agreements or modified the same so it no longer applies to the Assets.



               (s) Other Documents. At Closing, Seller and Buyer shall execute and deliver such
other instruments of as are reasonably required to carry out the purpose and intent of this
Agreement, including, but not limited to, IRS §1445 Certificates.



          6.2.3 Possession. At the time of the Closing, Seller shall deliver possession of the
Properties to Buyer, subject only to the Surviving Operating Agreements and the Permitted
Encumbrances. Seller shall cause the Removed Excluded Assets to be removed from the Property prior
to Closing. All other Excluded Assets shall remain at the Convenience Stores and shall be in
working order and serviceable as of the Closing, free from damage that Seller is obligated to
repair. Seller shall reimburse Buyer for the reasonable costs of repairing any material damage to
the Properties or the items located thereon, including, but not limited to, the Personal Property,
caused by Seller’s removal of the Excluded Assets.




          6.2.4 Closing Costs. At Closing, (i) Buyer shall pay the cost of the Title
Commitments and the Title Policies, and (ii) Seller shall pay all transfer taxes, recording costs
and documentary stamps due in connection with Seller’s conveyance of the Assets to Buyer,
including, but not limited to, the cost of recording the deeds conveying the Fee Properties to
Buyer and the cost of recording all instruments releasing Liens. Each of the parties hereto shall
pay the fees charged by its attorneys in connection with the transaction contemplated by this
Agreement. Except as otherwise expressly provided herein, Buyer shall be responsible for all costs
and expenses incurred by Buyer in connection with its inspection of the Assets.




          6.2.5 Records & Keys. At Closing, Seller shall (i) deliver to Buyer the originals of
the Leases, the Surviving Operating Agreements, and the other Records, and (ii) all keys, codes,
passwords, combinations, and administrator information related to the Assets or the Convenience
Stores. Seller may keep copies of such materials, at Seller’s sole cost and expense.




     6.3 Carve Out Stores.



          (a) Subject to the other terms hereof, if there is a Carve Out Store, then:




               (i) the Closing shall take place, with such Carve Out Store being excluded therefrom;



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               (ii) the Carve Out Store and the portion of the Assets related to such Carve Out Store
(including, without limitation, the Property upon which the Carve Out Store is located, the
Personal Property at such Carve Out Store, the Surviving Operating Agreements related to such Carve
Out Store, and the Merchandise Inventory and Fuel Inventory at such Carve Out Store) shall not be
transferred to Buyer at the Closing;



               (iii) the Store Employees working at such Carve Out Store shall remain employees of Seller,
unless and until the same are hired by Buyer in connection with the transfer of the Carve Out Store
to Buyer pursuant to this Agreement;



               (iv) the Merchandise Inventory Estimate, Fuel Inventory Estimate and Food Supplies Estimate
shall be reduced by Buyer’s good faith estimate of the value of the estimated value of the
Merchandise Inventory, Fuel Inventory and Food Supplies at such Carve Out Store;



               (v) the allocations set forth on Schedule 1 shall be reduced by the Carve Out Store
Value of such Carve Out Store, in such manner as Buyer, in good faith, deems appropriate, unless
and until such Carve Out Store is transferred to Buyer pursuant to this Agreement;



               (vi) the parties shall execute an amendment to this Agreement that modifies the terms,
covenants and conditions contained in this Agreement to the extent necessary to allow the Closing
to take place with respect to such Carve Out Store on the date that is ten (10) Business days after
the Required Consents, Estoppels & Waivers related to the same are received by Buyer or Buyer
waives the requirement that it receive such Required Consents, Estoppels & Waivers (by way of
example and not limitation, the proration and adjustment provisions of Article VII shall be
modified to apply to the Carve Out Store as of the date the Carve Out Store is actually transferred
to Buyer); and



               (vii) the Closing Conditions shall continue to apply with respect to a Carve Out Store until
such Carve Out Store is transferred to Buyer pursuant to this Agreement.



          It is the intention of the parties to allow the Closing to take place with respect to all of
the Assets other than those specified (i) above, but to preserve the Buyer’s rights and Seller’s
obligations under this Agreement with respect to such Carve Out Store and related Assets until the
Required Consents, Estoppels & Waivers related to the same are obtained.




          (b) The Purchase Price shall be reduced by the Carve Out Store Value of each Carve Out Store;
provided, subject to the prorations and adjustments provided for herein, Buyer shall pay the Carve
Out Store Value for each Carve Out Store to Seller, as part of the Purchase Price, at the time such
Carve Out Store and the Assets related to such Carve Out Store are transferred to Buyer pursuant
this Agreement.




          (c) With respect to each Carve Out Store, the terms “Closing” and “Closing Date” as used
throughout this Agreement shall be deemed to mean the date such Carve Out Store and all Assets
related to such Carve Out Store are actually transferred to Buyer in accordance with terms of this
Agreement.




          (d) In the event Buyer has not received the Required Consents, Estoppels & Waivers with
respect to any Carve Out Store by August 31, 2006, Buyer may, at any time thereafter, terminate
this Agreement and retain the Carve Out Store Value of such Carve Out Store, by giving written
notice to Seller.




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     6.4 Existing Liabilities. Except as otherwise expressly provided in this Agreement,
Buyer is not assuming any liability, debt or obligations, known or unknown, related to the Assets
or the Convenience Stores that is attributable to any period prior to the Closing or related to the
Excluded Assets, all of which shall remain Seller’s responsibility, and Buyer is not waiving any
right of contribution or any other claim of liability or responsibility that it may have against
Seller or any other Person under Applicable Laws.



ARTICLE VII

PRORATIONS AND ADJUSTMENTS




     7.1 Calculation. All prorations to be made under this section “as of the Closing
Date” shall be made as of the Effective Time, with the effect that Seller shall pay the portions of
the expenses and receive the portions of the income to be prorated under this Agreement which are
allocable to periods prior to the Closing Date and Buyer shall pay the portions of such expenses
and receive the portions of such income which are allocable to periods from and after the Closing
Date.



     7.2 Store Income. Buyer shall be entitled to income, revenue and receipts generated
by the operation of the Convenience Stores from and after the Effective Time. Within ten (10)
Business Days after the Closing, (i) Seller and Buyer shall review the sales records for the
Convenience Stores to determine whether Seller has received any amounts due Buyer under this
section, and (ii) Seller shall tender any such amounts to Buyer.



     7.3 Taxes. Except for Real Property Taxes that the landlord is obligated to pay under
the Leases, at Closing, (i) Seller shall pay all unpaid Real Property Taxes and Personal Property
Taxes due with respect to years prior to the year of Closing, and (ii) the Real Property Taxes and
Personal Property Taxes for the year of Closing shall be prorated between Seller and Buyer as of
the Closing Date. To the extent any such Real Property Taxes and Personal Property Taxes cannot be
paid at Closing, Seller shall pay Buyer its share of the same at Closing and Buyer shall be
responsible for the payment of such Real Property Taxes and Personal Property Taxes to the proper
taxing authority. If the amount of any Real Property Taxes or Personal Property Taxes to be paid
under this section are not known with certainty as of the Closing, the same shall be estimated
based on the best available information, with prompt adjustment between the parties as soon as the
same are finally determined, so that Seller and Buyer pay only the portion thereof that they are
responsible for under this section.



     7.4 Contract Payables. All Contract Payables shall be prorated between Seller and
Buyer as of the Closing Date. To the extent any Contract Payables have not paid as of the Closing,
Seller shall pay Buyer its share of the same, if any, at Closing and Buyer shall be responsible for
tendering such Contract Payables to the proper party.



     7.5 Contract Receivables. All Contract Receivables received by Seller prior to
Closing shall be prorated between the parties as of the Closing Date. At Closing, Seller shall
furnish Buyer with a written certificate setting forth the amount of all unpaid Contract
Receivables allocable to periods prior to Closing, the amount of all Contract Receivables received
by Seller that are allocable to periods from and after the Closing, and the periods to which the
same relate. In the event Buyer is entitled to any portion of the Contract Receivables that have
been paid to Seller as of the Closing, Seller shall tender the same to Buyer at Closing. After
Closing, all Contract Receivables received by Buyer or Seller pursuant to any of the Leases or
Surviving Operating Agreements shall be applied first to amounts due under such Lease or Surviving
Operating Agreement for the then current period and then to reduce delinquent amounts due under
such Lease or Surviving Operating Agreement in inverse order of when they first became due.



-21-









 




Seller and Buyer agree to promptly tender any amounts that it receives that are due the other
party under the provisions of this subsection.




     7.6 Utilities. Seller shall pay, when due, all charges for utilities furnished to the
Properties prior to the Closing Date, and Seller shall be entitled to all refundable deposits
posted by Seller in order to obtain utility service to the Properties. Buyer shall be responsible
for making arrangements for the continuation of such utilities following the Closing; provided if
any such utility service is not transferred to an account in Buyer’s name by the Closing Date, then
the charges for such utility service for the month of Closing shall be prorated between Buyer and
Seller as of the Closing Date. Seller agrees to cooperate with, assist and join in Buyer’s efforts
to establish utility accounts for the Properties in Buyer’s name.



     7.7 Permits. To the extent Seller has paid any fees associated with Permits that are
assigned to Buyer at Closing, Buyer shall reimburse Seller, at Closing, for the portion of such
fees that are allocable to periods from and after the date of Closing.



     7.8 Health Insurance Premiums. Seller shall pay the monthly health insurance premiums
normally paid by Seller under its group plan for the month of the Closing, and Buyer shall
reimburse Seller, at Closing, for such premiums to the extent the same pertain to Hired Employees
and are allocable to the period from and after the Effective Time.



     7.9 Security Deposits. At Closing, Seller shall furnish Buyer with a written
certificate setting forth all refundable deposits being held by Seller under the terms of the
Surviving Operating Agreements and Seller shall tender such deposits to Buyer, together with any
interest earned thereon that may have to refunded; provided, however, Seller shall not be required
to deliver to Buyer any deposits or interest that has been properly forfeited to Seller in
accordance with the terms of the Surviving Operating Agreements.



     7.10 Unknown Amounts. In the event any amount to be prorated between the parties or
credited to either of the parties under the terms of this Article VII is not known with certainty
as of the Closing, the parties shall use an estimate of such amount at the Closing. If more
current information is not available, such estimates shall be based upon the prior operating
history of the Assets and the most recent prior bills. As such estimated amounts become finally
known, Seller and Buyer shall make any payments necessary to cause Seller and Buyer to pay the
amounts it is responsible for under this Article VII, but no more.



ARTICLE VIII

INDEMNIFICATION.




     8.1 Seller’s Indemnity. Except to the extent caused by Buyer or any of its agents,
employees, contractors or representatives, Seller shall indemnify, defend and hold harmless Buyer
from and against all claims, actions, lawsuits, losses, damages, liabilities, costs and expenses,
including, without limitation, court costs, reasonable attorneys’ fees (without regard to any
statutory presumption) and litigation expenses, arising or resulting from:



               (i) the ownership, operation, or use of the Assets prior to Closing;



               (ii) the operation of the Convenience Stores prior to Closing;



               (iii) any act or omission of Seller related to the Assets or the Convenience Stores;



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               (iv) any obligations of Seller as an employer, benefit plan sponsor, benefit plan fiduciary or
benefit plan administrator and any obligations of Seller under ERISA related to the Assets,
Convenience Stores or the Store Employees;



               (v) Seller’s failure to comply with Applicable Laws relating to the employment of labor at the
Convenience Stores, including, but not limited to, reporting obligations, withholding, wages,
hours, equal opportunity, occupational health and safety, employee benefits, severance, Social
Security contributions and employment taxes;



               (vi) any obligations or liabilities of Seller under the Non-Surviving Operating Agreements; or



               (vii) Seller’s failure to pay any Pre-Closing Business Tax or any sale taxes due as a result
of the sale of the Assets to Buyer.



     8.2 Buyer’s Indemnity. Except to the extent caused by Seller or any of its agents,
employees, contractors or representatives, Buyer shall indemnify, defend and hold harmless Seller
from and against all claims, actions, lawsuits, losses, damages, liabilities, costs and expenses,
including, without limitation, court costs, reasonable attorneys’ fees (without regard to any
statutory presumption) and litigation expenses, arising or resulting from:



               (i) Buyer’s ownership, operating or use of the Assets;



               (ii) Buyer’s operation of the Convenience Stores after the Closing;



               (iii) any act or omission of Buyer related to the Assets or the Convenience Stores;



               (iv) any obligations of Buyer as an employer, benefit plan sponsor, benefit plan fiduciary or
benefit plan administrator arising in connection with Buyer’s operation of the Convenience Stores
after Closing and any and any obligations of Buyer under ERISA related to the operating of the
Convenience Stores after Closing or Buyer’s retention of the Hired Employees



               (v) Buyer’s failure to comply with Applicable Laws relating to the employment of labor at the
Convenience Stores, including, but not limited to, reporting obligations, withholding, wages,
hours, equal opportunity, occupational health and safety, employee benefits, severance, Social
Security contributions and employment taxes;



               (vi) Buyer’s failure to pay any sales, income, gross receipts, excise, franchise, use, rental,
license, privilege, transfer and other taxes due in connection with the operation of the
Convenience Stores by Buyer after Closing; or



               (vii) any liability for the repayment of incentives assumed by Buyer under the Replacement
Jobber Agreements in the event that Buyer re-brands one or more Convenience Stores prior to the
end of the term of the applicable incentive agreements.



     8.3 Environmental Exclusion. Notwithstanding anything to the contrary contained
herein, the provisions of this Article VIII shall not apply to claims, actions, lawsuits, losses,
damages, liabilities, costs and expenses related to Hazardous Materials discharged on or from any
of the Properties; it being agreed that the same shall be governed by Section 4.5.



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ARTICLE IX

CASUALTY AND CONDEMNTATION




     9.1 Casualty. Until Closing, Seller agrees to maintain its existing property
insurance (the “Property Insurance”). In the event any Property is damaged by fire or other
casualty prior to Closing and the cost of repairing such damage is expected to exceed One Hundred
Thousand and No/100 US Dollars (US $100,000.00), as reasonably determined by Buyer, then Buyer may
delete the Property and the Convenience Store on the Property from this Agreement by giving written
notice to Seller, in which event the parties shall execute a written agreement removing such
Property and Convenience Store from the scope of this Agreement and the Purchase Price shall be
reduced by the Convenience Store Value of such Convenience Store; provided, however, if more than
three (3) of the Properties are so damaged, Buyer shall also have the right to terminate this
Agreement prior to Closing, in which case the Earnest Money shall be immediately refunded to Buyer.
Unless this Agreement is terminated, if any portion of the Properties or Personal Property is
damaged by fire or other casualty prior to Closing and the same is not deleted from this Agreement
as a result thereof, then Buyer may, at its option, either (i) require that Seller fully restore
the damaged areas, with reasonable diligence using new materials of a quality equal to or better
than the existing materials, and Buyer shall have the right to postpone the Closing until the date
which is ten (10) Business Days after such restoration is completed, or (ii) proceed with the
Closing, in which case Seller shall pay Buyer, at Closing, an amount equal to the cost of fully
restoring the damaged areas, using new materials of a quality equal to or better than the existing
materials, as determined by a general contractor retained by Buyer and approved by Seller, which
approval shall not be unreasonably withheld. Seller shall bear the risk of loss or damage to the
Assets until the Closing.



     9.2 Condemnation. In the event there is an actual, pending or threatened taking of
any portion of the Properties or the Personal Property by condemnation or eminent domain prior to
Closing (a “Taking”), Seller shall notify Buyer thereof, in writing. If Buyer determines, in its
reasonable judgment, that a Taking will have a material adverse effect on Buyer’s ability to
operate any of the Convenience Stores, as presently conducted by Seller, then Buyer may delete such
Convenience Store and the Property upon which the same are located from this Agreement by giving
written notice to Seller, in which event the parties shall execute a written agreement removing
such Property and Convenience Store from the scope of this Agreement and the Purchase Price shall
be reduced by the Convenience Store Value of such Convenience Store; provided, however, if more
than three (3) of the Convenience Store are impacted by such Takings, then Buyer shall also have
the right to terminate this Agreement prior to Closing, in which case the Earnest Money shall be
immediately refunded to Buyer. If there is a Taking and this Agreement is not terminated by Buyer
as a result thereof, Buyer shall proceed with the Closing and the condemnation awards payable as a
result of such Taking shall be paid to Buyer at Closing, except Seller may retain any amounts that
have been paid to Seller under the Proposed ROW Agreement. In the event the condemnation awards
due as a result of any Taking have not been received by Seller as of the Closing, Seller shall
assign all of its interest in the same to Buyer at Closing; provided if Buyer determines that such
assignment is prohibited or would impair recovery, then, in lieu thereof, Seller shall tender to
Buyer all such awards as soon as it receives the same. Seller shall not reach any settlement or
agreement related to any Taking, unless Buyer consents thereto, in writing, which consent shall not
be unreasonably withheld, qualified or delayed.



ARTICLE X

DEFAULT & REMEDIES.




     10.1 Seller’s Failure to Close. If Seller breaches this Agreement by failing to sell
the Assets to Buyer and Seller does not cure such breach within five (5) Business Days after it
receives written



-24-









 




notice of the same from Buyer, then Buyer may, as its sole and exclusive remedy, either: (i)
pursue specific performance of this Agreement and recover the actual damages Buyer suffers as a
result of such breach from Seller; or (ii) terminate this Agreement, receive a refund of the
Earnest Money, and recover the sum of Two Hundred Fifty Thousand and No/100 US Dollars (US
$250,000.00) from Seller as full and agreed upon liquidated damages. Buyer and Seller agree that
said liquidated damages are reasonable given the circumstances now existing, including, but not
limited to, the range of harm to Buyer that is reasonably foreseeable and the anticipation that
proof of Buyer’s actual damages would be costly, impractical and inconvenient.




     10.2 Buyer’s Failure to Close. If Buyer breaches this Agreement by failing to
purchase the Assets from Seller and Buyer does not cure such breach within five (5) Business Days
after it receives written notice of the same from Seller, then Seller may, as its sole and
exclusive remedy, terminate this Agreement and receive the Earnest Money as full and agreed upon
liquidated damages. Buyer and Seller agree that said liquidated damages are reasonable given the
circumstances now existing, including, but not limited to, the range of harm to Seller that is
reasonably foreseeable and the anticipation that proof of Seller’s actual damages would be costly,
impractical and inconvenient.



     10.3 Other Defaults.



          10.3.1 Remedies. Except as otherwise expressly provided in this Article X, if Seller
or Buyer breaches this Agreement and does not cure such breach within ten (10) Business Days after
it is notified of the same, in writing, by the non-breaching party, then the non-breaching party
may pursue all remedies available at law or in equity on account of such breach; provided, however,
if Buyer breaches this Agreement prior to Closing and does not cure the same within the
aforementioned ten (10) Business Day period, Seller’s sole and exclusive remedy shall be to
terminate this Agreement and receive the Earnest Money as full and agreed upon liquidated damages.
In no event shall either party be liable for exemplary or punitive damages as a result of its
breach of this Agreement.



          10.3.2 Limitation of Seller’s Obligations. Buyer shall not be entitled to recover any
damages from Seller based on Seller’s breach of the representations and warranties set forth in
Section 5.1 until the total amount of such damages exceed One Hundred Thousand and No/100 Dollars
($100,000.00) (the “Threshold”), except Buyer shall be immediately entitled to recover from
Seller all damages that Buyer suffers as a result of Seller’s breach of any of the representations
and warranties set forth in Sections 5.1(a), 5.1(z) and 5.1(aa). Once the total damages suffered
by Buyer as a result of breaches of the representations and warranties set forth in Section 5.1
exceed the Threshold, Buyer shall be entitled to recover all damages (from the first dollar)
arising or resulting from Seller’s breach of such representations and warranties. Nothing
contained in this Section 10.3.2 shall limit:




               (i) Buyer’s right to recover the damages it suffers as a result of Seller’s fraud or knowing
misrepresentation; or



               (ii) Any claims, rights or remedies available to Buyer as a result of Seller’s breach of any
of the other provisions of this Agreement, including, but not limited to, claims arising as a
result of Seller’s failure to convey good title to any of the Assets to Buyer, claims for
indemnification, and claims for payments that Seller expressly owes Buyer under the terms hereof.



          10.3.3 Acknowledgements. SELLER AND BUYER EACH ACKNOWLEDGES AND AGREES THAT: (I) IT
HAS READ THIS SECTION AND UNDERSTANDS THE SAME; (II) IT HAS BEEN REPRESENTED BY COMPETENT COUNSEL
WHO HAS EXPLAINED THE SIGNIFIGANCE OF THE PROVISIONS OF THIS Article X AND THE LIMITATIONS
CONTAINED HEREIN, AND (III) THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS Article X ARE


-25-









 







REASONABLE GIVEN THE CIRCUMSTANCES NOW EXISTING, INCLUDING, BUT NOT LIMITED TO, THE RANGE OF
HARM THAT IS REASONABLY FORESEEABLE AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE
COSTLY, IMPRACTICAL AND INCONVENIENT.




ARTICLE XI

NOTICES




     All notices, consents, approvals, deliveries and other communications (collectively,
“Notices”) that may be or are required to be given by Seller or Buyer under this Agreement shall be
properly given only if made in writing and sent by hand delivery, U.S. Certified Mail, Return
Receipt Requested, facsimile, or nationally recognized overnight delivery service (such as Federal
Express or UPS), with all delivery charges paid by the sender, to the Buyer or Seller, as
applicable, as follows:



	 	 	 
	If to Buyer:

	 	Mapco Express, Inc.
	 

	 	830 Crescent Centre Drive, Suite 300
	 

	 	Franklin, Tennessee 37067
	 

	 	Attention: Kent Thomas
	 

	 	Facsimile: (615) 224-1185
	 
	with a copy to:

	 	Boult, Cummings, Conners & Berry, PLC
	 

	 	1600 Division Street, Suite 700
	 

	 	Nashville, Tennessee 37203
	 

	 	Attention: Tom Trent
	 

	 	Facsimile: (615) 252-6327
	 
	If to Seller:

	 	Fast Petroleum, Inc.
	 

	 	745 College Drive
	 

	 	Dalton, Georgia 30720
	 

	 	Attention: Worth L. Thompson
	 

	 	Facsimile: (706) 217-6426
	 
	with a copy to:

	 	Minor, Bell & Neal, P.C.
	 

	 	745 College Drive, Suite B
	 

	 	Dalton, Georgia 30720
	 

	 	Attention: James H. Bisson, III
	 

	 	Fax: (706) 278-3569






     Notices shall be deemed received, (i) if delivered by hand, on the date of delivery, (ii) if
sent by U.S. Mail or overnight delivery service, on the date actually received or delivery is
refused, and (iii) if sent by facsimile, on the date of transmission, as evidenced by a
contemporaneously generated computer confirmation that such transmission was successful. Either
party may change its address for Notices by giving written notice to the other party in accordance
with this provision.



ARTICLE XII

MISCELLANEOUS




     12.1 Permitted Disclosures & Press Releases. Notwithstanding any provisions to the
contrary contained in this Agreement, the Confidentiality Agreement or any other agreement between
Seller and Buyer, (i) Buyer shall have the right to disclose the execution of this Agreement,
furnish a copy
of this Agreement and summarize any or all of the material terms of this Agreement to the
Securities and



-26-









 







Exchange Commission (“SEC”), as required under the rules and regulations of any
stock exchange on which securities of Buyer or its Affiliates are listed for trading, or as
otherwise required under Applicable Laws, including, but not limited to, Item 1.01 of SEC Form 8-K
and Israeli laws applicable to Buyer’s Affiliates, and (ii) Buyer shall have the right to issue and
control all press releases and other public announcements disclosing any matters related to the
transaction contemplated by this Agreement prior to Closing. After Closing, Seller may issue press
releases and other public announcements discussing the transaction contemplated by this Agreement
so long as the same have been approved, in writing, by Buyer, which approval shall not be
unreasonably withheld, qualified or delayed.



     12.2 Confidentiality. From and after the Closing, the Confidentiality Agreement shall
terminate and be of no further force or effect. To the extent the Confidentiality Agreement
conflicts with the terms of this Agreement, the Confidentiality Agreement is hereby modified so
that it is consistent with this Agreement.



     12.3 Records Review. Seller acknowledges that Buyer is a publicly registered company
and may be required to file with the SEC separate audited financial statements for acquired
businesses. If Buyer’s counsel determines that such audited financial statements of Seller or the
Convenience Stores are required pursuant to the SEC’s Regulation S-X or other Applicable Laws,
Buyer will notify Seller of such determination and Seller will commence the preparation of (and
cause its auditors to cooperate with and assist in the preparation of) and deliver to Buyer audited
financial statements meeting the requirements of the SEC’s Regulation S-X; provided that Buyer
provides such notice prior to March 31, 2007. Such audited financial statements shall be prepared
by an independent certified public accountant reasonably acceptable to Buyer, and Buyer shall
reimburse Seller for all reasonable auditors fees and other out-of-pocket costs that Seller incurs
in preparing such financial statements; provided, however, Seller shall notify Buyer of the amount
of any such costs and expenses, in writing, prior to incurring the same and Buyer may modify its
requirements in order to reduce the same.



     12.4 Bulk Sales. Buyer hereby waives compliance by Seller with the provisions of the
Bulk Sales Laws of the State of Georgia, if applicable, in connection with the transaction
contemplated by this Agreement. Seller agrees to indemnify, defend and hold harmless Buyer from
and against all claims, actions, lawsuits, losses, damages, liabilities, costs and expenses to
third parties arising as a result of Seller’s failure to comply with such Bulk Sales Laws in
connection with the transactions provided for herein, including, without limitation, court costs,
reasonable attorneys’ fees (without regard to any statutory presumption) and litigation expenses.



     12.5 Entire Agreement/Amendment. This Agreement constitutes the entire agreement and
understanding of Seller and Buyer with respect to the subject matter hereof and supersedes all
prior agreements, understandings, letters, negotiations and discussions, whether oral or written.
This Agreement may be amended only by a written instrument executed by Seller and Buyer.



     12.6 Severability. In the event any provision hereof shall be prohibited by or
invalidated under Applicable Laws, the remaining provisions of this Agreement shall remain fully
effective.



     12.7 Waiver. Except as otherwise expressly provided herein, no waiver of any
provision of this Agreement shall be deemed to have been made unless expressed in writing and
signed by the party charged therewith. No delay or omission in the exercise of any remedy accruing
upon the breach of this Agreement shall impair such remedy or be construed as a waiver of such
breach. The waiver by Buyer or Seller of any breach of this Agreement shall not be deemed a waiver
of any other breach of the same or any other provision hereof.



-27-









 





     12.8 Brokers. Seller and Buyer each represents and warrants to the other that it has
not dealt with any broker, brokerage firm, listing agent or finder in connection with the
transaction contemplated by this Agreement, and each party shall indemnify, defend and hold
harmless the other party for, from and against any claim for a brokerage commission, finder’s fee
or other compensation made by any Person with whom it has dealt or allegedly dealt.



     12.9 Joint & Several Liability. If any party to this Agreement is made up of more
than one Person, (i) the defined term (e.g. Seller or Buyer) for such party shall mean and refer to
each Person comprising the party, individually, and to all Persons comprising the party,
collectively, and (ii) all Persons comprising the party shall be jointly and severally liable
hereunder.



     12.10 Counterparts. This Agreement may be executed in separate counterparts. It
shall be fully executed when each party whose signature is required has signed at least one (1)
counterpart even though no one (1) counterpart contains the signatures of all of the parties to
this Agreement.



     12.11 Schedules/Exhibits. Seller and Buyer acknowledge and agree that all schedules,
exhibits, and addendum referenced in this Agreement are attached hereto and incorporated herein by
reference.



     12.12 Successors & Assigns. Buyer may freely assign this Agreement; provided the same
shall not release Buyer from, and it shall remain liable to Seller for, its duties, obligations and
liabilities hereunder. This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns.



     12.13 Time Periods. If any date specified in this Agreement for the performance of an
obligation, the giving of a notice, or the expiration of a time period falls on a Saturday, Sunday,
or bank holiday, then this Agreement shall be automatically revised so that such date falls on the
next occurring Business Day.



     12.14 Waiver of Subrogation. Seller hereby waives all rights to recovery, claims and
causes of action it may have against Buyer (and its employees, agents and contractors) for damages
that are actually covered by its property insurance or business interruption insurance; provided
the foregoing waiver shall not apply if it would have the effect, but only to the extent of such
effect, of invalidating any insurance coverage of Seller. The provisions of this section survive
the termination of this Agreement.



     12.15 Construction. Whenever the context may require, any pronoun used in this
Agreement shall include the masculine, feminine and neuter forms. All references to articles,
sections and paragraphs shall be deemed references to the articles, sections and paragraphs of this
Agreement, unless the context shall indicate otherwise. The terms “hereof”, “hereunder” and
similar expressions refer to this Agreement as a whole and not to any particular article, section
or paragraph contained herein. The titles of the articles, sections and paragraphs of this
Agreement are for convenience only and shall not affect the meaning of any provision hereof. Buyer
and Seller have agreed to the particular language of this Agreement, and any question regarding the
meaning of this Agreement shall not be resolved by a rule providing for interpretation against the
party who caused the uncertainty to exist or against the draftsman. FOR PURPOSES OF THIS
AGREEMENT, TIME SHALL BE CONSIDERED OF THE ESSENCE.



     12.16 Attorneys’ Fees. In the event any legal proceeding is commenced related to this
Agreement or the transaction contemplated herein, the prevailing party in such proceeding shall be
entitled to recover its reasonable attorneys’ fees (without regard to any statutory presumption),
court costs and litigation expenses from the non-prevailing party therein.



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     12.17 Dispute Resolution.



          (a) If a dispute should occur arising out of or relating to the obligations or liabilities of
Buyer or Seller under this Agreement or any of the other agreements executed pursuant to the terms
of this Agreement (a “Dispute”), the parties shall attempt to resolve the dispute in accordance
with the following terms:




               (i) Either party may call a special meeting for the resolution of the Dispute (a “Special
Meeting”). Unless the parties agree otherwise, in writing, the Special Meeting shall be held in
Chattanooga, Tennessee within five (5) Business Days after a written request for the same has been
delivered to Buyer or Seller, as applicable, by the other party, which notice shall specify the
nature of the Dispute to be resolved and the specific location where the Special Meeting will be
held. Buyer and Seller shall each send a representative or representatives to the Special Meeting
who is familiar with the issues giving rises to the Dispute. In the event that the representative
attending the Special Meeting on behalf of Buyer or Seller is an attorney actively practicing law,
Buyer or Seller, as applicable, shall notify the other party of such fact prior to the Special
Meeting.



               (ii) If any Dispute is not been resolved within five (5) Business Days after a Special Meeting
is held regarding the same, then Buyer or Seller may, at its option, initiate a mediation
proceeding to resolve the Dispute in accordance with this subparagraph (a “Mediation”). If either
party requires a Mediation pursuant to this subsection, (A) representatives of Buyer and Seller who
have authority to resolve the Dispute giving rise to such Mediation shall attend the same, (B)
unless Buyer and Seller agree otherwise, in writing, the Mediation shall be conducted by an
independent mediator from Judicial Arbitration and Mediation Services (“J.A.M.S.”) in accordance
with its procedures, (C) Buyer and Seller shall each pay one-half of the fees charged by the
mediator to conduct the Mediation, (D) the Mediation required under this subsection shall be held
within thirty (30) days after Seller or Buyer requests the same by giving written notice to the
other party, and (E) the Mediation shall be conducted at a location in Chattanooga, Tennessee
selected by the mediator. In the event any Mediation does not result in the settlement of the
related Dispute within two (2) Business Days, either party may initiate legal proceedings to
resolve the Dispute. No party shall initiate or prosecute any legal proceedings in connection with
a Dispute prior to the end of such two (2) Business Day period, except a party may file pleadings
and other documents necessary to prevent its claim (and rights related thereto) from being barred
by a statute of limitations, a statute of repose or other Applicable Laws at any time.



               (iii) If, as a result of a Mediation, a voluntary settlement is reached and the parties agree
that such settlement shall be reduced to writing, the mediator for such Mediation shall be deemed
an arbitrator for the sole purpose of signing the settlement agreement and such settlement
agreement shall have the same force and effect as an arbitration award.



          (b) Buyer and Seller agree that any admission made during or in the course of a Special
Meeting or Mediation shall not be admissible in evidence or subject to discovery, and the
disclosure of any such admission shall not be compelled in any arbitration, court action or other
proceeding. All communications, negotiations, and settlement discussions between Buyer and Seller
or any party and the mediator shall remain confidential, except to the extent disclosure is
required to comply with Applicable Laws; provided, however, this provision shall not limit the
discoverability or admissibility of evidence that would have been discoverable or admissible in the
absence of the mediation or arbitration. Buyer and Seller expressly agree that the presentation of
evidence from any expert or consultant at any Special Meeting or Mediation shall not waive any
attorney-client or other privilege or prevent the application of any other grounds for excluding
the same in another legal proceeding.




-29-









 








          (c) The dispute resolution procedures set forth in this section shall not affect the statutes
of limitation applicable to any Dispute. Neither party shall cease or delay performance of its
obligations under this Agreement that are not in dispute during the existence of any Dispute.




               (ii) THIS SECTION SHALL NOT LIMIT THE RIGHT OF SELLER OR BUYER TO IMMEDIATELY SEEK AND OBTAIN
INJUNCTIVE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION.



     12.18 Waiver of Jury Trial. BUYER AND SELLER AND HEREBY EXPRESSLY WAIVE THEIR RIGHT
TO A TRIAL BY JURY OF ANY CLAIM (i) ARISING UNDER THIS AGREEMENT OR (ii) RELATED TO THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING. SELLER OR BUYER MAY
FILE AN ORIGINAL OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE FOREGOING
WAIVER.



     12.19 Survival. All of the terms of this Agreement shall survive the Closing, except
the provisions of Section 4.5.5 and Article V shall only survive for the periods expressly provided
therein.



     12.20 Governing Law. This Agreement shall be governed by and construed under the laws
of the State of Tennessee, without giving effect to any rules regarding conflicts of law.



-30-









 





     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the
date first above written.



	 	 	 	 	 
	BUYER:	 	 
	 
	 	 	 	 
	MAPCO Express, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Uzi Yemin	 	 
	 

	 	 	 	 
	Title:

	 	President/CEO	 	 
	Date:

	 	6/14/2006	 	 
	 
	 	 	 	 
	By:

	 	/s/ Lynwood E. Gregory	 	 
	 

	 	 	 	 
	Title:

	 	COO & Executive V.P.	 	 
	Date:

	 	6/14/2006	 	 
	 
	 	 	 	 
	SELLER:	 	 
	 
	 	 	 	 
	Fast Petroleum, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson, Jr.	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 
	Date:

	 	6/14/2006	 	 
	 
	 	 	 	 
	/s/ Worth L. Thompson, Jr.	 	 
	 	 	 
	Worth L. Thompson, Jr.	 	 
	Date:

	 	6/14/2006	 	 
	 
	 	 	 	 
	/s/ John E. Thompson	 	 
	 	 	 
	John E. Thompson	 	 
	Date:
	 	6/16/2006	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Thompson Management, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson, Jr.	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 
	Date:

	 	6/14/2006	 	 
	 
	 	 	 	 
	Thompson Acquisitions, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson, Jr.	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 
	Date:

	 	6/14/2006	 	 
	 
	 	 	 	 
	Thompson Investment Properties, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson, Jr.	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 
	Date:

	 	6/14/2006	 	 






-31-









 






	 	 	 	 	 
	WJET, Inc.	 	 
	 
	 	 	 	 
	By:

	 	John E. Thompson	 	 
	 

	 	 	 	 
	Title:

	 	CEO	 	 
	Date:

	 	6/16/06	 	 
	 
	 	 	 	 
	Fast Financial Services, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson, Jr.	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 
	Date:

	 	6/14/06	 	 
	 
	 	 	 	 
	Top Tier Assets, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson, Jr.	 	 
	 

	 	 	 	 
	Title:

	 	Sole Member	 	 
	Date:

	 	6/14/06	 	 





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