Ex-10.1(b)



 







Exhibit 10.1(b)




FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT




     THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered
into as of the 13th day of July, 2006 (the “Amendment Date”), 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, Buyer and Seller entered into that certain Purchase and Sale Agreement dated June 14,
2006 (the “Purchase Agreement”), pursuant to which Seller agreed to sell Buyer three (43)
convenience stores in Georgia and Tennessee; and



     WHEREAS, Seller and Buyer have agreed to amend the Purchase Agreement, as provided herein.



     NOW, THEREFORE, for $10.00 paid Seller by Buyer and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows:



     1. Defined Terms. All capitalized terms not expressly defined herein shall
have the meaning ascribed to them in the Purchase Agreement.



     2. Earnest Money. The Purchase Agreement is hereby amended by deleting the
third (3rd) sentence of Section 2.2 in its entirety and inserting the following in lieu
thereof: “The Earnest Money shall be refunded to Buyer only to the extent provided in the Escrow
Agreement or in this Agreement.”



     3. Inventory Estimates. In accordance with Section 3.2.1 of the Purchase
Agreement, Seller has submitted its estimate of the Fuel Inventory, the Merchandise Inventory and
the Food Supplies to Buyer. The parties have agreed to modify the amounts set forth in Sections
3.2.2, 3.2.3 and 3.2.4 of the Purchase Agreement based on such estimates as follows: (i) the Fuel
Inventory Estimate is hereby increased to One Million Five Hundred Fifty Nine Thousand Five Hundred
Fifty Six and No/100 US Dollars (US $1,559,556.00); (ii) the Merchandise Inventory Estimate is
hereby decreased to One Million Five Hundred Fourteen Thousand Eight Hundred Sixty Four and No/100
US Dollars (US$1,514,864.00); and (iii) the Food Supplies Estimate is hereby decreased to Ninety
Thousand Three Hundred Sixteen and No/100 US Dollars (US$90,316.00).



4. Seller’s Representations & Warranties.





(a) Annex #1 is hereby amended to add the following definition:




“Fast Financial Statements” means the audited financial statements of Fast
Petroleum, Inc. for its years 2003, 2004 and 2005, ending June 30, and the unaudited
financial statements of Fast Petroleum, Inc. for its fiscal YTD 2006, which are not
included herein or in the Schedules.



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          (b) Subparagraph (ii) of Section 5.1.(g) is hereby deleted in its entirety and the
following is substituted in its place and stead:





     “(ii) the Fast Financial Statements contain the information for the
Convenience Stores presented in Schedule 5 (it being acknowledged, however,
that the results of the business operations of Convenience Stores #164, #165, #195
and #220 are not included on Schedule 5).”



          (c) The Purchase Agreement is hereby amended by inserting the following as subsection
5.1(bb):





     “Sales Tax. The following entities have not been required to
collect and remit sales tax, file sales tax returns, withhold tax from compensation
paid to employees or independent contractors or file withholding tax returns in any
jurisdiction for any period ending on or prior to the Closing Date: (i) Thompson
Management, Inc., (ii) Thompson-Sims Properties, (iii) Thompson Acquisitions, Inc.,
(iv) Thompson Investment Properties, Inc., (v) J&T Realty, (vi) WJET, Inc., (vii)
Fast Financial Services, Inc., and (viii) Top Tier Assets, LLC.”



          5. Post Closing Incentive Reconciliation. The Purchase Agreement is hereby
amended by inserting the following as Section 7.11 of the Purchase Agreement:





     “Post Closing Incentive Reconciliation. In the event that Buyer receives
incentive payments from BP Products North America, Inc., ConocoPhillips Company,
ExxonMobil Oil Corporation or Motiva Enterprises LLC for the sale of gasoline or
other refined products sold by Fast Petroleum, Inc. at the Convenience Stores prior
to Closing, then Buyer shall remit the same to Fast Petroleum, Inc. within thirty
(30) days after the receipt of satisfactory written evidence from Seller that such
payments were made for sales at the Convenience Stores prior to Closing.”



     6. Carve Out Stores. Buyer has not yet received the Required Consents,
Estoppels & Waivers for Convenience Stores #201, #216 and #217 from McDonald’s Corporation.
Accordingly, Convenience Stores #201, #216 and #217 are Carve Out Stores, and Buyer and Seller have
made the adjustments provided for under Section 6.3 of the Purchase Agreement with respect thereto,
including, without limitation, (i) a reduction of the Purchase Price by Four Million One Hundred
Twenty Thousand Nine Hundred Sixty Six and No/100 US Dollars (US$4,120,966.00), as provided in
Section 6.3(b), and (ii) necessary adjustments to the closing documents to be delivered pursuant to
Section 6.2.2. The Closing of the sale of the Carve Out Stores shall 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.



     7. Required Repairs. Buyer has discovered additional damage to the
Properties that must be repaired, in a manner reasonably satisfactory to Buyer. Accordingly,
Schedule 2 of the Purchase Agreement is hereby deleted in its entirety and Schedule
2 of this Agreement is substituted in its place and stead. Seller agrees to complete all
repairs described on Schedule 2 within thirty (30) days after the Amendment Date.



     8. Store Addresses. Seller has determined that the physical address
provided in the Purchase Agreement for Convenience Store #168 was incorrect. Accordingly, the
address set forth on



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Schedule 19 and Schedule 25 of the Purchase Agreement for Convenience Store
#168 is deleted in its entirety and “326 West Line Street, Calhoun, GA” is substituted in its place
and stead.




     9. Leases. The Lease Agreement between Fast Petroleum, Inc. and ET, LLC has
been amended by that certain Second Amendment to Lease Agreement. Accordingly, the Purchase
Agreement is hereby amended by inserting the following at the end of item 10 of Schedule 25
of the Purchase Agreement: “, as amended by that certain Second Amendment to Lease Agreement, dated
June 30, 2006.”



     10. Permits. Seller has provided Buyer with additional Permits for the
Properties, which were missing on the Execution Date. Accordingly, Schedule 27 of the
Purchase Agreement is deleted in its entirety and Schedule 27 of this Agreement is
substituted in its place and stead.



     11. Property Descriptions. Buyer and Seller agree that Schedule 28
of this Agreement is hereby attached to the Purchase Agreement as Schedule 28. 



     12. Vehicles. The vehicle identified as the 1998 Ford Taurus, Vin #
1FAFP52S3WA233719 is hereby deleted from Schedule 34 to the Purchase Agreement.



     13. Modification of Schedules. Buyer and Seller have agreed to certain
modifications and supplements to the documents described in Section 6.2.2 of the Purchase Agreement
(collectively, the “Closing Documents”), which modifications and supplements are reflected in the
versions of the Closing Documents and the other agreements executed by Buyer and/or Seller at
Closing. The Purchase Agreement is modified to incorporate the changes to the Closing Documents
contained in the versions of the Closing Documents executed by Seller and/or Buyer in connection
with the Closing.



     14. Update of Financial Schedule. Within ten (10) Business Days after the
Amendment Date, Seller shall furnish Buyer with a revised version of Schedule 5 of the
Purchase Agreement (the “Updated Financial Statement”) which sets forth that actual financial
results from the business operations of all of the Convenience Stores during calendar year 2003,
calendar year 2004, calendar year 2005, and January 1, 2006 through the Effective Time, including,
but not limited, the actual results of the business operations of Convenience Stores #164, #165,
#195 and #220. The Update Financial Statement shall be certified by Seller as true, accurate and
complete in all material respects.



     15. Ratification. Except as specifically set forth herein, all other terms,
covenants, conditions, representations and warranties set forth in the Purchase Agreement shall
remain in full force and effect and are hereby ratified and affirmed.  



     16. Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original hereof. Each of Seller and Purchaser agrees that its
signature page may be detached from any one such counterpart and attached to an identical
counterpart so that there may be one counterpart with the signatures of both Seller and Purchaser.
Facsimile signatures shall have the same force and effect as original signatures.




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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and date first
above written.



	 	 	 	 	 
	BUYER:	 	 
	 
	 	 	 	 
	MAPCO
Express, Inc.

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Tony McLarty	 	 
	 

	 	 	 	 
	Title:

	 	V. P. Human Resources	 	 
	 
	 	 	 	 
	By:

	 	/s/ Uzi Yemin	 	 
	 

	 	 	 	 
	Title:

	 	President & CEO	 	 
	 
	 	 	 	 
	SELLER:
	 
	 	 	 	 
	Fast

	 	Petroleum, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 
	 
	 	 	 	 
	Worth L. Thompson, Jr.
	 	 	 
	Worth L. Thompson, Jr.
	 
	 	 	 	 
	John E. Thompson
	 	 	 
	John E. Thompson
	 
	 	 	 	 
	Thompson Management, Inc.
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 
	 
	 	 	 	 
	Thompson Acquisitions, Inc.
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 
	 
	 	 	 	 
	Thompson Investment Properties, Inc.
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 
	 
	 	 	 	 
	WJET, Inc.
	 
	 	 	 	 
	By:

	 	/s/ John E. Thompson	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 






[SIGNATURES CONTINUED ON NEXT PAGE]




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	Fast Financial Services, Inc.
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson	 	 
	 

	 	 	 	 
	Title:

	 	President	 	 
	 
	 	 	 	 
	Top Tier Assets, LLC
	 
	 	 	 	 
	By:

	 	/s/ Worth L. Thompson	 	 
	 

	 	 	 	 
	Title:

	 	Manager-Sole Member	 	 







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