Attached files

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S-1/A - AMENDMENT NO.2 TO FORM S-1 - Alon Brands, Inc.d65082a2sv1za.htm
EX-10.5 - EX-10.5 - Alon Brands, Inc.d65082a2exv10w5.htm
EX-10.3 - EX-10.3 - Alon Brands, Inc.d65082a2exv10w3.htm
EX-10.7 - EX-10.7 - Alon Brands, Inc.d65082a2exv10w7.htm
EX-10.4 - EX-10.4 - Alon Brands, Inc.d65082a2exv10w4.htm
Exhibit 10.6
[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
Amendment No. 3 to Area License Agreement
between
Southwest Convenience Stores, LLC
and
7-Eleven, Inc

 


 

EXECUTION ORIGINAL
AMENDMENT NO. 3 TO AREA LICENSE AGREEMENT
     THIS AMENDMENT NO. 3 TO AREA LICENSE AGREEMENT (the “3rd Amendment”) is effective the 20th day of August, 2008 (the “Effective Date”) by and between Southwest Convenience Stores, LLC, a limited liability company duly organized and existing under the laws of the State of Texas (“Licensee”), and 7-Eleven, Inc. a corporation organized and existing under the laws of the State of Texas (“SEI”).
     WHEREAS, SEI and Licensee’s predecessor-in-interest, Southwest Convenience Stores, Inc., previously entered into that certain Area License Agreement dated June 2, 1993, as amended by that certain Amendment to Area License Agreement and Consent to Assignment dated December 20, 1996 (the “1st Amendment”) and that certain Amendment No. 2 to Area License Agreement dated August 14, 1997 (the “2nd Amendment”), (collectively, the “Agreement”); and
     WHEREAS, SEI and Licensee now desire to amend the Agreement in order to add additional counties to Licensee’s Territory.
     NOW, THEREFORE, in consideration of the terms, representations, warranties, covenants, promises and conditions contained in this 3rd Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, SEI and Licensee hereby agree as follows:
1.   As of the Effective Date, Exhibit A-2 to the Agreement, as set forth in the 2nd Amendment, is hereby amended and restated in its entirely as set forth in Exhibit A-3, attached hereto and incorporate herein for all purposes.
2.   Upon the execution of this 3rd Amendment, Licensee shall pay to SEI the sum of [***] as a License Fee in consideration for the amendment and expansion of the Licensed Territory, as set forth in Section 1 of this 3rd Amendment.
3.   In all other respects, the Agreement, as amended, is hereby ratified and reconfirmed. This 3rd Amendment shall be deemed incorporated by reference into the Agreement as if set forth fully therein.
 
    [***] Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

-1-


 

     IN WITNESS WHEREOF, SEI and Licensee have executed this Amendment No. 3 to Area License Agreement by their respective authorized officers on the dates set forth below.
                 
7-ELEVEN, INC.       SOUTHWEST CONVENIENCE STORES LLC.
         
BY:  
/s/ David T. Fenton
      BY:   /s/ Jeff D. Morris
   
 
           
Name:  
David T. Fenton
      Name:   Jeff D. Morris
   
 
           
   
Its: Senior Vice President
           
   
 
           
Date:  
20 Aug. 2008
      Date:   August 21, 2008
   
 
           
Attest:  
 
      Attest:    
   
 
           
Title:  
Assistant Secretary
      Title:   Vice President and Assistant Secretary
   
 
           

-2-


 

EXHIBIT A-3
LICENSED TERRITORY
     The Licensed Territory, as defined in the Agreement, includes each of following counties in the States of Texas and New Mexico, U.S.:
         
Texas   New Mexico
 
Andrews
  Llano   Bernalillo
Archer
  Loving   Catron
Bailey
  Lubbock   Chaves
Borden
  Lynn   Cibola
Brewster
  Martin   Curry
Brown
  Midland   De Baca
Callahan
  Mitchell   Dona Ana
Clay
  McCulloch   Eddy
Cochran
  Nolan   Grant
Coleman
  Pecos   Guadalupe
Crane
  Presidio   Hidalgo
Crockett
  Reagan   Lea
Crosby
  Reeves   Lincoln
Culberson
  Runnels   Los Alamos
Dawson
  San Saba   Luna
Ector
  Scurry   McKinley
Eastland
  Stephens   Otero
El Paso
  Sterling   Quay
Floyd
  Sutton   Roosevelt
Gaines
  Taylor   San Miguel
Garza
  Terrell   Sandoval
Glasscock
  Terry   Santa Fe
Hale
  Tom Green   Sierra
Hockley
  Upton   Socorro
Howard
  Ward   Taos
Hudspeth
  Wichita   Torrance
Jeff Davis
  Wilbarger   Union
Jones
  Winkler   Valencia
Lamb
  Yoakum