Exhibit 10.4
LOGO [g443383g51v36.jpg]
DISTRIBUTOR SALES AGREEMENT
between
SOUTHWEST CONVENIENCE STORES, LLC
and
ALON USA, LP
1
Detail Schedule
Effective Date
November 26, 2012 Distributor
Name
Southwest Convenience Stores, LLC
Type of Entity
Limited Liability Company
State of Organization
Texas
Principal Offices
4001 Penbrook, Suite 400
Odessa, Texas 79762
Branded Products (§1.1)
Gasoline and diesel fuel Expiration Date (§12)
November 26, 2032 Addresses for Notice (§19)
Distributor
US Mail
Southwest Convenience Stores, LLC
Attn: Yossi Lipman
P.O. Box 711
Odessa, Texas 79760
Street
Southwest Convenience Stores, LLC
Attn: Yossi Lipman
4001 Penbrook, Suite 400
Odessa, Texas 7976
Fax
(432) 332-9307 Attn: Yossi Lipman
Alon
US Mail
Alon USA, LP
Attn: Manager, Branded Fuels
P.O. Box 517030
Dallas, Texas 75251-7030
Street
Alon USA, LP
Attn: Manager, Branded Fuels
12700 Park Central Drive, Suite 1600
Dallas, Texas 75251
Fax
(972) 367-3728 Attn: Manager, Branded Fuels
2
This Distributor Sales Agreement (this "Agreement") is executed to be effective
as of the Effective Date stated in the attached Detail Schedule, by ALON USA, LP
("Alon"), and the Distributor identified in the Detail Schedule ("Distributor")
(each a "Party" and collectively the "Parties") to set out the terms and
conditions under which (a) Alon will sell certain petroleum products to
Distributor for resale by Distributor, (b) Distributor will participate in the
Alon payment card network, and (c) Alon will make certain services available to
Distributor in connection with Distributor's resale of Alon-branded petroleum
products and Distributor's participation in the Alon payment card network.
Background
A. Alon owns or licenses all rights to use certain trademarks, which may be
changed at Alon's sole discretion, (the "Alon Marks"). The Alon Marks, together
with any other trademark or trade dress used by Alon for the marketing and sale
of Alon-branded gasoline and/or diesel (the "Branded Products"), collectively
constitute the "Alon Brand and Image."
B. Alon and Distributor desire to provide for Distributor's purchase from Alon
of the Branded Products for resale by Distributor, all in accordance with the
terms and provisions of this Agreement.
C. Alon operates the Alon payment card network (the "Credit Card Program") and
from time to time conducts a variety of marketing support activities (the
"Marketing Services") to facilitate retail sales of Branded Products under the
Alon Marks.
D. Distributor desires to (a) sell the Branded Products under the Alon Marks,
and (b) use the Credit Card Program and Marketing Services to facilitate sales
of the Branded Products, all at Covered Stations (as set forth on Schedule
2.1.3).
E. This Agreement covers (a) the sale by Alon, and the purchase by Distributor,
of the Branded Products, (b) use of the Alon Marks in connection with the sale
of the Branded Products at the Covered Locations, (c) participation in the
Credit Card Program with respect to such Covered Locations and use of the Alon
Marks in connection with the Credit Card Program, and (d) availability of the
Marketing Services.
F. Each schedule attached to this Agreement is incorporated in this Agreement
for all purposes.