Free Amended Complaint - District Court of California - California

Case 5:07-cv-04808-JF

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EXHIBIT A TO FIRST AMENDED COMPLAINT

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Customer Acct #0996439 Facility #82461 Category: NTI

CONTRACT DEALER GASOLINE AGREEMENT

This Contra t Dealer Gasoli~e Agreement (this "Agreement") is made and entered into as of the II day

of , .f ,("Effective Date")by and between BP West Coast
Products LLC, a elaware limited liability company, ("BPWCP"), and STTN Emerpris~s. Inc. , a Calitornia Corporation ("Buyer").
(state whether a sole proprietorship, partnership, corporation or limited liability company (LLe); if

partership, the names of all partners and State of organization; if corporation, the State of incorporation; if an LLC, the State of organization)

BPWCP maintains a place of business at 4 Centeroointe Drive, in the City of La Palm, in the State of California. Buyer's principal place of business is located at 631 San Felipe Road in the City of Hollister, in the State of CA with
the ZIP code 95035. This Agreement constitutes a "franchise" as deffned in the Petroleum

D.S.C. §§ 2801-2806 ("PMPA").

Marketig Practices Act, 15

Recitals

A. BPWCP markets motor fuels comprising gasolines and gasoline containing materials bearing the
ARCO~ trademark and other identifyg symbols (herein collectively, "Gasoline").

B. Buyer own or leases from a thd par real propert and improvements which Buyer would like to operate as a retail facility selling Gasoline to end users. The propert and improvements are located at 63 L San Felipe Road, in the City or Town of Hollister in the State ofCA with the ZIP code 95035 (The "Premises").
NOW, THEREFORE, the parties hereto agree as follows:

1. Term. This Agreement shall be binding upon the partes and effective on the date ffrst set fort
above. Subject to earlier termnation under Paragraph 17.1 below, the "Commencement Date" of ths Agreement shall begin at i 0:00 a.m. on the and the term shall end at 10:00 a.m. on the If no Commencement Date is set fort at the tie ths Agreement is executed, the Commencement Date shall be established by BPWCP by notice to Buyer as the date the Premises are ready to receive Gasoline delivery, which notice shall also set fort the expiration date which shall be at 10:00 a,m. on the ffrst day after the () 120th or rXXi 240th ful calendar month followig the Commencement Date, If no tie is checked, the box for 120th shall be deemed checked, In addition, BPWCP may, at its discretion, extend the term of ths Agreement fora period of up to 180 days by givig wrtten notice to Buyer before the end of the term,

1.2 Construction or Raze and Rebuild. If ths Agreement is for Premises that require new constrction
of an ARCO branded gasoline facility or the razig and rebuilding of an ARCO branded retail facility, Buyer will promptly undertake such new constrction or rebuilding and complete such constrction or rebuilding and be ready to
receive Gasoline delivery with 24 month, in the case of

New Constrction, or 12 month, in the case of a Raing and Rebuilding, of the Effective Date of this Agreement. If ths Agreement is for Premises that require remodeling or retrofft, Buyer wil promptly undertake such work and complete such remodeling or retrofft and be ready to receive
Gasoline delivery withn nine months of the Effective Date.
2. Orders. Buyer will order and make available for retail sale all grades of Gasoline which BPWCP

offers to Buyer (hereinafter collectively, "Product"), in amounts sufffcient to satisfy all foreseeable retail customer
demand for Product at the Premises and will at all ties have available for sale some of each grade of

Product, subject

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only to allocation of Product by BPWCP in a manner determined in BPWCP's sole discretion in Buyer's geographic area. BPWCP will use its best efforts to fill Buyer's orders; however, BPWCP may discontinue sale of any grade of Product at any time upon fifteen (15) calendar days' prior written notice to Buyer. At
BPWCP's sole discretion, BPWCP reserves the right to provide ARCO branded motor fuels solely through an automatic Gasoline ordering and delivery system and to not accept individual orders placed by Buyer.

Buyer agrees to accept and pay for such Product as BPWCP delivers to the Premises. Buyer shall provide and timely infoimation as reasonably requested by BPWCP in connection with the automatic gasoline inventory and delivery system.
accurate

3. No Wholesaline:. Buyer will sell Product only to end users for their personal use in volumes not exceeding the capacity of each customer's motor vehicle fuel tank, any auxiliary fuel tank directly linked to the customer's motor vehicle engine, and an approved, properly labeled emergency
container capable of

holding ten gallons or less. The Premises shall be open for business seven (7) calendar

days a week for a minimum of twelve (12) consecutive hours each day.

4. Deliverv. BPWCP will deliver Product into Buyer's storage facilities described below.
Title to and risk of loss of Product wil pass to Buyer upon delivery into Buyer's storage facilities. BPWCP alone will select the method and mode of shipment and delivery. BPWCP expressly reserves the right to supply Product to other retail outlets whether owned and operated directly by BPWCP or by independent owners and operators, regardless of how near or far such other retail outlets may be located relative to the Premises.
5. Prices. For Product delivered hereunder, Buyer will pay the price speciffed by BPWCP

in effect at the time and place of delivery for purchasers in Buyer's class of trade. Price shall be subject to change at any time, at the election of BPWCP, without notice. Should BPWCP elect to provide notice of price changes, it may do so by telephone, or at BPWCP's sole election, facsimle or electronic transmission, Buyer must have the capability to receive notices of price changes and invoices at the Premises by facsimle
or electronic transmission. At BPWCP's sole discretion, to enable Buyer to compete more effectively with Buyer's competitors, BPWCP may from time to time grant Buyer a "temporary voluntary allowance"(TV A)

applicable to Product to be sold by Buyer under this Agreement from metered dispensers on the Premises.
If BPWCP determes that Buyer has accepted TV As on Product which is not sold to motorists at retail

through the metered dispensers on the Premises, BPWCP may termnate ths Agreement, and the amount of
any such TV A shall be due by Buyer to BPWCP on demand and BPWCP may offset such amount againt any sums payable by BPWCP to Buyer. BPWCP may condition the payment of allowances on Buyer's

observance of maximum retail selling prices deteimmned by BPWCP or maximum gross profft margin determned by BPWCP or a reduction in Buyer's retail selling price commensurate with the amount of the
allowance.

6. Payment. Unless BPWCP extends credit to Buyer as provided below, Buyer will pay for
Product prior to its delivery in U.S. dollars. BPWCP shall require a product advance payment

approximately equal to the curent cost of an average delivery of Product. BPWCP may increase or decrease the amount of the advance payment at any time to reflect curent prices and Buyer will pay any
additional amount necessary if the advance payment is increased. Payment will be made by electronic fuds transfer initiated by BPWCP, wire transfer, cashier's check or business check, whichever BPWCP directs, delivered by Buyer at the time and place as designated by BPWCP. Buyer's ffnancial institution though
which payment by electronic funds transfer initiated by BPWCP is made must be a member of NACHA

(The National Automated Clearing House Association). Payment wil be deemed made when, and only when, its receipt has been veriffed by BPWCP. If this Agreement requires or permts payment by check, all checks shall be made payable to "BPWCP" or "BP West Coast Products LLC," and to no other person, ffrm or entity. If this Agreement requires or permts payment by wire transfer, all such payments shall be made to" BPWCP, c/o Citibank NA, For Credit to BP West Coast Products #4051-4874 ABA 021000089, New York, New York 10043," and to no other bank or account number unless so advised in wrtig by the Credit Manager, BPwèp. If ths Agreement requires or permts payment by automated clearg-house ("EFT"), all such payments shall be made to "BPWCP", c/o Citiban Delaware, For Credit to BP West Coast Products - ACH #3815-2114, New Castle, Delaware 19720," and to no other ban or account number

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unless so advised in writing by the Credit Manager, BPWCP. If this Agreement requires or peI1llits

payment by electronic funds transfer ("EFT"), all such payments shall be made in strict accord with procedures established and promulgated by BPWCP. Buyer agrees to indemnify BPWCP for any lass or
expense caused by Buyer's failure to comply with this Paragraph. Upon demand, Buyer will reimburse BPWCP the amount of any temporary voluntary allowance erroneously applied to Product other than

Product sold under this Agreement from metered dispensers on the Premises. In addition to any other
remedies available to it, BPWCP may offset against any future temporary voluntary allowance or against

other amounts owed to Buyer the amount of any reimbursement to which BPWCP is entitled if Buyer fails
to make àny payment or reimbursement when due. Buyer acknowledges and agrees that BPWCP's receipt

of payment due hereunder after the issuance of a notice of termnation or nonrenewal does not constitute a waiver of BPWCP's termnation or nonrenewal rights.

7. Credit. BPWCP may in its sole discretion from time to time extend credit to Buyer in
whatever amounts and on whatever term BPWCP alone selects. IfBPWCP extends Buyer credit, BPWCP

may withdraw it at any time without notice and for any reason. In BPWCP's sole judgment, BPWCP may
do any or all of the following: (i) require that Buyer pay for Product by cashier's check, or bank wire

transfer prior to delivery, (ii) require that Buyer post an irrevocable letter of credit issued by a bank
satisfactory to BPWCP, (iii) require Buyer present evidence of ffnancial solvency, and (iv) declare Buyer in default of this Agreement if Buyer fails to pay any indebtedness when due, provide evidence of ffnanciaI solvency upon request or comply with any other term of this Agreement. Buyer agrees that regardless of whether and for how long BPWCP has extended it credit, BPWCP may cease extending credit at any time and instead require that payment be made in the manner set forth in tliis Paragraph or in Paragraph 6 above.
8. Non-conformities. Buyer wil notify BPWCP in wrting of the exact nature of any
nonconformty

in the tye, quantity or price of any Product delivered to Buyer within thirty (30) calendar

days after delivery. Buyer hereby waives any claim against BPWCP. based on any nonconformty of which
Buyer does not

so notify BPWCP. . .'.

9. Record Keeping, For each delivery of Product, Buyer shall at all times keep a detailed record of the date and time of delivery;: and the grade' and amount of Product delivered expressed in term of gallons. To assist BPWCP in determning the necessity 'of any temporary voluntary allowance described in Paragraph 5 above, Buyer will (i) sell all Product tlloughmetered dispensers which shall indicate the

grade and amount of gasoline purchased, (ii) allow BPWCP to inpect Buyer's Product dispensers, recorders and meters, and books and records relating to delivery and Product inventory, and (iii) allow
BPWCP to ascertain the volume of

Product in Buyer's storage facilities.

10.

Equipment.

10.1 Storage and Dispensers. Buyer will maintain storage tank or other appropriate facilities on the Premises into which Product can be delivered. Buyer will ensure that the storage facilities are compatible with BPWCP's delivery equipment and Product formulations; that its storage facilities wil accommodate such minium quantities per single delivery as BPWCP may select; and that the Premises are
conffgured in such a way that Product can be delivered to the Premises consistent with all applicable fire

laws and regulations and other governental requirements. Furher, Buyer wil ensure that all dispensing
devices and storage facilities at all times be properly permtted and completely comply with all applicable
governental requirements and any speciffcations which BPWCP may issue

further agrees that Buyer's motor fuel dispensing devices shall be equipped at all times with Product ffters with ten (10) micron ffltering capacity. Without restricting any right or remedy of BPWCP, or imposing any duty or liability upon BPWCP, upon BPWCP's request, Buyer will promptly furnish BPWCP with

from time to time. Buyer

wrtten evidence that Buyer's dispensing devices and storage facilities comply with all governental
requirements and provide copies of underground storage tank permts and speciffcations, and allow BPWCP

representatives to. inspect the dispensing devices and storage facilities to confin such compliance. BPWCP
may suspend deliveries in the event that Buyer does not provide wrtten

devices and storage facilities comply with all governental regulations,

evidence that the dispensing

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10.2 PIC Equipment. Unless the Premises are located in the state of Oregon, Buyer
is required by BPWCP to purchase or lease the PayQuick Island Cashier ("piC Equipment") and install it at
the Premises. The PIC Equipment shall be of the type, number and configuration specified by BPWCP.

(a) Buyer agrees to use the PiC Equipment only in connection with the operation of BPWCP authorized .businesses. Buyer agrees not to tamper with, alter, change, dislodge, displace, remove or otherwise interfere with the operational integrity of the PiC Equipment. Buyer agrees to maintain PIC Equipment in a clean and fully operational condition at all times for the convenience of
Buyer's customers.

Equipment. Buyer will contract for maintenance services through BPWCP approved service providers and understands that BPWCP will not provide any maintenance and repair services.

(b) Buyer will be responsible for all maintenance and repair of the pic

(c) BPWCP will provide training to Buyer and up to 5 employees designated by
Buyer to attend training. Training is mandatory for .Buyer or Buyer's designated manager. There is no
tuition for such training, but all expenses in connection with such training must be borne by Buyer. If

fails to attend training when originally scheduled, there may be a fee of $1 000 to attend training.

Buyer

(d) Buyer's pic Equipment will have one or more cash acceptors, except if, in the sole opinion of BPWCP, Buyer's Premises are appropriate exclusively for debit only PiC Equipment.
Unless the Premises have no cash acceptors, Buyer agrees to contract with an BPWCP approved licensed

and bonded am10red security service to do the following: make cash pick ups on a regular basis, but not less
frequently than once per week, maintain Equipment, handle all removal of cash cassettes from the PiC Equipment

. ,into the. PiC Equipment. Receipt paper will be changed only by.armored security personnel or in their presence.

possession of all keys to the outer door and the vault of the pic and reinstall all empty cassettes

'Surveillance Equipment, the details of which will be provided to. Buyer' and which may be changed from

(e) Buyer is required to install and operate the BPWCP approved Video

.time to time by BPWCP. In addition, Buyer must intall, keep operational and use one or more video surveilance cameras dedicated to recording the customer activity at each pic.
(f) Buyer is responsible for maintainig a supply of receipt paper at the premises

to be used in the pic Equipment.

(g) BPWCP grants to Buyer a non exclusive right and license to use the
PayQuick Island Cashier service marks, trademarks and trade dress in conjunction with the operation of

Equipment at the Premises in a form prescribed by BPWCP.

pic

(h) All information regarding the pic Equipment, including wrtten mauals,
speciffcations, data and instrctions provided to Buyer are confdential and

BPWCP and shall remain the exclusive propert of BPWCP and shall not be duplicated, in whole or in part

proprietary inonntion of

by Buyer and shall not be used other than as set forth herein and shall be maintained in confdence and not
disclosed to anyone'

without the prior written consent ofBPWCP. .
(i) Upon 180 days prior wrtten notice, Buyer may be required to upgrade the

pic Equipment or purchase and install more technologically advanced cash, debit or other payment
equipment in accordance with BPWCP's system wide equipment requirements at that tie.

necessary to operate the PiC or other required payment equipment. Buyer will ensure that its Point of Sale

U) Buyer wil install BFWCP approved Point of Sale equipment which is

equipment and motor fuel dispensers are compatible with the PiC Equipment. In addition, VSAT satellte
equipment is required for telecommunications puroses for which there is a fee for connection,

repositioning and maintenance.

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i i. Leak Prevention and Detection. Buyer acknowledges and agrees that with respect to
any Product storage facilities located on the Premises,including without limitation underground storage

tanks and related equipment, Buyer is solely responsible for taking, and will take the following leak and water contaminatton prevention and detectton measures:
11.1 Stick Readine:s. Using a properly calibrated wooden tank measuring device

and water finding paste, Buyer will gauge Product storage tanks for inventory loss or water gain on a daily

basis. .
11.2 Reconciliations. Utilizing daily stick readings to the nearest one eighth (1/8)
inch and dispenser meter readings, Buyer will take and reconcile opening and closing inventory levels by grade, including deliveries.
11.3 Record Retention. Buyer will keep daily reconciliation records available on the Premises for at least ffve (5) years.

11.4 Monitorine:. Buyer will ascertain and perform any and all other monitoring
procedures required by applicable laws, regulations or governmental authorities.

1 1.5 Secondarv Containment. Buyer will ascertain and perform any and all
construction or retrofftting necessary to satisfy or comply with the secondary containment standards for underground storage tank required by applicable laws, regulations or governental authorities. Buyer will ensure that all deliveries of ARCO Product are made into double walled tanks.
11.6 Notification. Buyer wilhmmediately investigate and report to BPWCP and all

appropriate governmental authorities (i). any detectable loss or suspected loss that exceeds Regulatory
variation limits of any Product, (ii) the activation or alarm of any leak detector or other continuous

monitoring system, (iii) the discovery of any broken weights and measures seals or other seals in .any
Product dispenser, (iv) the

discovery of any visible leak in any.' Product dispenser, Product piping: ö( -

submerged pumps, (v) any change in theconditionof,the land or

surface adjacent to fill boxes' or or (vii) any spills or overfflls.that are not imediately and properly contained and cleaned up. In the event of the occurrence of any. of (i)
dispensers, (vi) water in excess of one inch (1 ") in any storage container,

through (vii) above, Buyer shall immediately investigate in accordance with regulatory leak detection
requirements. If a leak is confrmed all Product must be removed from the storage tanks immediately and

the tanks secured. In addition, Buyer will keep ffll caps tight, keep ffll boxes free of dirt, ice and snow, and

. .imediately remove any water ii excess of one inch (i ") in any Product storage tank. Buyer will not permt any Product to enter any public or private water system, storm drain or sewage disposal system
1 1.7 Trainine:. BP may offer traing on enviromnental compliance. Such training

will not exceed four (4) hours and wil be offered on an anual basis or a lesser frequency if speciffed by
BP. The training will be tuition free, but any expenses in connection with such training shall be borne by the Franchisee.
12.

Gasoline Ree:ulations.

12.1 Compliance. BPWCP will ensure that upon delivery to Buyer by BPWCP, all gasoline, will meet the speciffcations for lead and phosphorus set fort in the regulations promulgated by the United States Environmental Protection Agency ("EPA"). Buyer will ensure that no gasoline purchased from BPWCP is tampered with or contaminated in a way that could cause the gasoline not to meet the EP A's speciffcations or any other speciffcations requied by law. Buyer will immediately cease dispensing
any gasoline that is detemmed not to meet such speciffcations

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i 2.2 Disclosures and Warnings. Buyer acknowledges that it has been fully
informed of and is aware of the nature and existence of risks posed by transporting, storing, using, handling

and being exposed to Product. Buyer will inform its employees, agents, contractors and customers of such risks. Buyer will display, publish and distribute any safety wamings or disclosures as may be requested or
required by BPWCP or any governmental authority from time to time.

13.

Taxes.
13.1 Pavment bv Buyer. Buyer will pay promptly when due and hold BPWCP

hamiless from all taxes, excise fees and other similar charges (including interest, penalties and additions to

tax) which BPWCP is now or in the future required to payor collect under any federal, state or local
governental requirement based on the manufacture, production, sale, transfer, transportation, delivery,

storage, handling, consumption or use of Product under this Agreement, or on any payments made under
this Agreement (excepting any income tax imposed on BPWCP based on income received from Buyer and any interest or penalties thereon). BPWCP may, at its sole option, add any such tax, excise fee or similar

charge to the amount to be charged for Product. Buyer will also pay promptly when due and hold BPWCP hammess from all fees and sales, use, rental, gross receipts, inventory, excise, income and other taxes (including interest, penalties and additions to tax but not including any income tax imposed on BPWCP based on income received from Buyer and any interest or penalties thereon) imposed by any federal, state or
local governmental authority upon Buyer or BPWCP in connection with the operation of

Buyer's business.

13.2 InapplicabiItv of Reseller Exemption. With respect to Product purchased

hereunder, Buyer hereby waives any exemption and agrees not to assert any right of exemption from payment to BPWCP of taxes regularly collected by BPWCP upon delivery of Product to purchasers within Buyer'sc!ass of trade by virte of any reseller or wholesale-distributor exemption to which Buyer may presently or hereafter be entitled under any provision of federal, state or local law regulation or order.
13.3 Tax Information. Buyer will provide BPWCP with Buyer's motor fuel seller use tax registration number. Furer, Buyer will provide BPWCP with any information.,' -requested by BPWCP relatig to tax credits claimed by Buyer for-motor fuel, sales, use and other taxes paid by Buyer in connection with the Product for the purpose of resolving any theatened or pending tax dispute with any governental authority or for the purpose of conffrn1ing Buyer's compliance with the term of this

,.number ,and .

Agreement.
14.

Trademarks and Trade Dress.

14:1 Compliance. Within one hundred fffty (150) calendar days after the
Commencement Date if ths is the ffrst agreement between Buyer and BPWCP for the supply of Product at tl1e Premises and upon the Commencement Date if this is not the first agreement between Buyer and BPWCP for the supply of Product at the Premises, unless BPWCP consents otherwse in wrting, Buyer will
have fully complied with all trademarks and trade dress requirements set fort in Exhbit A. Thereafter,

thoughout the term of ths Agreement, Buyer shall fully comply with all trademaks and trade dress
requirements as they may be changed from time to time. Notwthtanding the foregoing, Buyer must have the ARCO J.D, sign, J.D. pole, price pods, and decal speciffcations for pumps and dispensers as described
in Exhibit A (as it may be changed fròm time to time) in place as soon as Buyer is sellig ARCO branded

Product but not later than the fifth delivery of Product hereunder and not before Buyer is selling ARCO
branded Product under the ARCO trademarks described below. Buyer hereby agrees that BPWCP may acknowledges that in all

and
ninety (90) calendar days

likelihood BPWCP will change such requirements from tie to tie. Buyer will

conform its trademarks and trade dress to all such changed requirements with.

after receiving wrtten notice from BPWCP of any change. In its sole discretion, BPWCP may loan to

Buyer various itern of trade dress such as signs, iluminated sign poles, sign faces with a numerals kit and

pump identiffcaÜon sign. Buyer hereby agrees that any trade dress which BPWCP provides to Buyer

hereunder shall remain the propert of BPWCP regardless of whether it is affixed to the Premises. Buyer shall ensure that no such loaned trde dress is removed from the Premises by persons other thn BPWCP or

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its representatives either during

or after the tem1 or this Agreement without BPWCP's prior written consent. Buyer shall bear the cost of maintaining, repairing and replacing such loaned trade dress.

14.2 Licenses. During the tem1 or this Agreement, in connection with the resale of

Product, Buyer may display the trademarks, trade names, advertising, signs, devices, symbols, slogans,
designs and other trade indicia adopted, used or authorized for use by BPWCP in connection with ProdÜct

(collectively, "Marks"), provided that (i) Buyer operates the Premises seven (7) calendar days a week for a

minimum of twelve (12) consecutive hours each day, (ii) the Marks are only displayed or used in the
manner speciffed by BPWCP, and (iii) all trademark rights resulting from such display or usage shall inure to BPWCP's benefft. BPWCP reserves the right to substitue another trademark for ARCe or withdraw or modify any of the Marks or their manner of display without prior notice to Buyer. Upon receiving notice or any withdrawal .or modiffcation of the Marks or substitution of another trademark, Buyer will fully implement any modiffcation or termnation or substitution within the time speciffed in the notice and such other trademark shall be deemed substituted for the "ARCO" trademark in all references to Gasoline and
Product in this Agreement. If Buyer fails to comply fully with any notice of withdrawal or modiffcation, in

addition to any other remedies available to BPWCP for breach of this Agreement, BPWCP may demand that Buyer immediately remove all M.arks from the Premises at Buyer's sole expense. If Buyer fails to do

so, BPWCP or BPWCP's contractor may enter the Premises and remove all Marks, and Buyer wil
reimburse BPWCP for such removaL.

14.3 Shared Expenses. BPWCP will reimburse Buyer a portion of the cost of acquiring, transporting and installing certain signs and other trade dress required hereunder and set forth in Exhibit B,
as speciffed below. The amount of such reimbursemenn shall be the

veriffable cost, or (ii) the maximum amount indicated on Exhibit B. The reimbursement shall apply ona .
one-time only basis to the Premises durig its entire franchise relationship with BPWCP regardless of
whether ths is the ffrst or a subsequent agreement between Buyer and.BPWCP for the supply of the Premises. Buyer shall be solely responsible for the. cost of'maintaining, repairng

lesser of (i) one half of Buyer's actual

Product at and replacing all . trade dress. Request for the foregoing reimbursement shall be in writing and accompanied by all original. .
invoices (of which Buyer shall keep copies). Upon receiving such a request, BPWCP shall inpect Buyer'.s facility, to confrm that the trade dress is of the proper tye and properlY'intalled and verify Buyer's 'actual..

and veriffes Buyer's submitted' cost as accurate, then BPWCP shall either reimburse Buyer the amount described above or pay the entire
cost of such trade dress directly to the third part vendor, whichever BPWCP alone chooses. If BPWCP elects to pay the thrd part vendor directly, then within ffve (5) calendar days after receivig notice from

cost. If BPWCPconfin that the trade dress meets BPWCP's requirements

BPWCP that such payment will be or has been made, Buyer will remit to BPWCP the difference between

the amount of the invoice and the amount of BPWCP's reimbursement as calculated above. Further, BPWCP may arrange directly with a third part vendor to satisfy the requirements of ths Paragraph 14.3
and colle'ct from Buyer in advance upon ffve days' notice, an amount equal to the total maximum reimbursements to which Buyer is entitled under this Paragraph and Exhbit B, to cover Buyer's share of the
cost of trade dress expenses. Should the amount of this advance payment exceed one half of the actual cost

of satisfying the trade dress requirements herein, BPWCP will refud the excess amount to Buyer. If the amount of the advance payment is less than the actual cost of satisfyng the trade dress requirements herein, then Buyer shall pay BPWCP the amount of the deffciency upon demand. In addition to all other remedies available to it, BPWCP may offset against any amounts owed to Buyer, the amount of any remittance owig
to BPWCP hereunder. Notwithstanding this Paragraph 14.3, Buyer may be obliged to pay BPWCP for any

reimbursements received and direct vendor payments made by BPWCP hereunder upon the termation or nonrenewal of this Agreement as speciffed in Paragraph 17.3.
14.4 Restrictions. Buyer will not adulterate, mislabel, misbrand or contaminate

Product; add any ingredients to Product without BPWCP's prior written consent; use any Mark except in connection with genuine ARCO Product; claim any right, title or interest in or to the Marks; directly or
indirectly deny or assail or assist others in denying or assailig the sole and exclusive ownership ofBPWCP

in and to the Marks; register, adopt as its own propert, or use or assist others in registerig, adopting, or using any trademarks, trade names, advertising, signs, devices, symbols, slogans, design, or other trade indicia confusingly sinlar to the Marks; or commt other trademark violations or acts that could disparage

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the Marks or adversely affect the value of the marks or BPWCP's goodwill and ownership rights hereto. Any rights to any Marks obtained by Buyer contrary to the foregoing shall be held in tnist for BPWCP and, upon request, Buyer will assign such rights free of charge to BPWCP.
14.5 Standards. The Premises must be clean, well maintained, and graffti free, with

stnictures, driveways and pavement in good repair. BPWCP will perform periodic inspections for which repeated failure or poor performance is grounds for temiination or nonrenewal of this Agreement.
15.

Compliance and Indemnification.

15.1 Compliance With Laws and Regulations. Buyer shall comply with any and all applicable federal, state and local laws and regulations, including those pertaining to human health, safety or the environment, and shall further comply with any and all permts or license pertaining to the Premises. Any references in this Paragraph 15.1 to laws or regulations shall include all such laws and regulations pertaining to Product, or the air, or surface or subsurface water, surface or subsurface soil, and the ha.ndling,
storage and disposal of hazardous substances, materials or wastes, or solid wastes (whether or not deffned as hazardous by such laws or regulations), and vapor recovery and vapor recovery equipment Buyer shall

comply with any and all operating, reporting and record keeping laws and regulations, as well as all
operating, reporting and record keeping procedures designed to ensure that no unauthorized release of any Product occurs, and that in the event any Product is released, all applicable,eporting, record keeping and cleanup requirements are fully complied with.
15.2 Indemnification. Buyer will indemnify and. hold harmess BPWCP, its

affiliates, subsidiaries, shareholders, directors, officers, employees and other representatives (and
shareholders, directors, offcers, employees and other representatives of such afffliates and subsidiaries)

(collectively, "Inderrmiffed Parties") from and against all claims, causes of action, liabilities, suits, demands,
. legal proceedings, governental actions, losses and expenses, including without limitation reasonable

arising out of (i) any breach by Buyer (or any .of its offfcers, employees or representatives) of any provision of this Agreement, (ii) the storage, leakage or other release of Product on, or from the Premises, (iii) any cleanup, remediation' or
expert and attorneys fees and costs (collectively, "Indemniffed Expenses"),

response activity conducted or ordered under applicable law, (iv) Buyer's use or occupancy of the Premises,

. (v) Buyer's operation of the business or use, custody or operation of BPWCP-owned equipment or any other

equipment on the Premises, excepting any loss or damage arising solely from BPWCP's negligence or

failure to perform its obligations hereunder, or (vi) any intentional or unntentional violation by Buyer of any governent requirement applicable to the Premises or Buyer's storage or sale of Product, or the disclosure or warning of risks associated with Product at the Premises. This indemniffcation obligation
shall survive the termation or nonrenewa1 of

ths Agreement.

15.3 Liabiltv for Charees or Fines. In the event that BPWCP becomes liable for

payment of any charges or ffnes arising out of Buyer's noncompliance with any' governental laws or regulations or Buyer's failure to secure any necessary licenses or permts or renewals thereof, now or

hereafter necessary, in coiiection with the possession and use of the equipment and other propert or the conduct of business on the Premises or Buyer's failure to pay any taxes, imposts or charges imposed by any governental authority, BPWCP shall have the right to charge Buyer the amount of any such charge or fine
paid by BPWCP.

15.4 Reporting. Buyer shall report to BPWCP within 24 hours each incidence of major
personal injury or criminal activity. All other incidences of personal injury or crial activity shall be reported as soon as practicable, but in no event later than 72 hours. Buyer will display display signage

regarding BPWCP's crime deterrence and reward offer in the maiier speciffed by BPCWP. BPWCP

reserves the right to change or withdraw any reward offer in its sole discretion in which case, Buyer will remove or replace the signage immediately upon notice.
16. Insurance. Buyer shall obtain and maintain throughout the term of this Agreement each
of the following form of insurance from a financially sound and reputable insurance carrer: (i) workers'

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compensation insurance including occupational disease insurance in accordance with the laws of the State in
which the Premises are located, and employers' liability insurance in an amount of at least $1 00,000

disease each employee and $ i 00,000 each accident; and ( ii ) garage liability insurance or general liability insurance, including contractual liability, insuring Buyer's indemnity obligation set forth above, and
products--completed operations coverage, in amounts of at least $1,000,000 combined single limIt each

occurrence applicable to personal injury, including bodily injury, sickness, disease or death and loss of or damage to property (with liquor law liability coverage if Buyer will sell or dispense alcoholic beverages), on which BPWCP is named as an additional insured. Buyer will furnish BPWCP with certiffcates of
insurance' evidencing the foregoing coverage and providing that no policy of insurance may be cancelled or

materially modiffed without at least thirt (30) calendar days' prior written notice to BPWCP. Buyer hereby understands and agrees that coverage provided BPWCP by Buyer's insurance under this Agreement is primary insurance and shall not be considered contributory insurance with any insurance policies of BPWCP.
17.
Termination and Nonrenewal.

i 7.1 Triggering Events for Termination or Nonrenewal. In addition to any other
ground BPWCP may have under the PMP A, and subject only to any necessary restrictions under applicable law, BPWCP may terminate or nonrenew this Agreement upon any of the following triggering events:
(a) Buyer's failure to exert good faith efforts to carr out the provisions of

this Agreement following written notice to Buyer from BPWCP of such failure and fffteen calendar days to
cure such failure.
(b) Unlawful, fraudulent or deceptive acts or practices or criminal
misconduct by Buyer relevantto the

operation ofthe.Premises~

( c)
insolvency of

Declaration of bankruptcy by Buyer or judicial determnation of

Buyer. .
(d) Subject to Paragraph 18.3 hereof; the death or the prolonged severe

physical or::mental disability or disablement

of Buyer (if Buyer is an individual), Buyer's majority

shareholder (if Buyer is a corporation) or any of Buyer's general parters (if Buyer is a partership) for at
least thee (3) months which renders Buyer unable to provide for the continued proper operation of

Premises.
(e)

the

The loss of Buyer's right to possess the Premises.

(f) The condemnation or other taking, in pursuant to the power of eminent domain whole or in part, of the Premises .
(g)
(h)

The destrction of all or a substantial part of the Premises.

Buyer's failure to timely pay BPWCP all sums to which BPWCP is

legally

entitled.

calendar days, or any lesser period which constitutes an unreasonable period of time.

(i) Buyer's failure to operate the Premises for seven (7) consecutive

(j) The willful adulteration, commngling, mislabeling or misbranding of
Product or other violations by Buyer of

the Marks,

regulations relevant to the use or operation of the Premises.

(k) Buyer's knowing failure to comply with federal, state or local

laws or

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(I) The conviction of any felçmy involving moral turpitude or indictment

for any criminal misconduct relevant to the operation of the Premises of Buyer (if Buyer is an individual), Buyer's majority shareholder (if Buyer is a corporation), Buyer's majority owning member (if Buyer- is an LLC) or any of Buyer's general partners (if Buyer is a partnership).

(m) The determination by BPWCP, made in good faith and in the normal course of business, to withdraw from the marketing of motor fuel through retail outlets in the relevant
geographic market area in which the Premises are located.
(n) The occurrence of any other event relevant to the relationship between

the parties which makes temiination or nonrenewal reasonable, including without limitation those set forth
in Paragraph 17.2 below.
(0) The breach by Buyer of any material provision of this Agreement,

which Buyer hereby agrees includes (without limitation) ( i ) Buyer's failure to order and make available for sale quantities of each grade of Product which are suffcient to satisfy foreseeable customer demand, (ii)

Buyer's failure to keep a detailed record of each delivery of Product to Buyer or make those records
available to BPWCP as provided in Paragraph 9, ( iii ) Buyer's failure to take any of the leak prevention and

detection measures outlined in Paragraph 11, (iv) any attempt by Buyer to assign any interest in this Agreement without BPWCP's prior written consent, and (v) failure to complete constrction or rebuilding within the time as set forth in Paragraph 1.2.
(P) If Buyer is a party with BPWCP to a Loan Agreement or a Loan

Agreement and Security Agreement and Related Promissory Note, and Buyer fails to cure any default under

the foregoing Loan Agreement, Loan Agreement and Security Agreement and Promissory Note as
requested, BPWCP may termnate this Agreement.
17.2 Triggering Events for Nonrenewal. In-addition to any other ground BPWCP

may have under the PMP A, and subject only to any necessary restrictions under applicable law, BPWCP
may nonrenew this Agreement upon any of the following triggering

events:

(a) Buyer's failure to agree to changes or additions to its franchise

relationship with BPWCP, which BPWCP requests based on BPWCP's determinations made in good faith
and the normal course of business and without the purpose of preventing the renewal of the franchise relationship.

concerning Buyer's operation of the Premises, of which Buyer was apprised and, to the extent they related
to the condition of the Premies or conduct of Buyer or Buyer's employees, which Buyer failed to cure

(b) BPWCP's receipt of numerous bona ffde customer complaints

promptly.
(c) Failure of Buyer to operate the Premises in a clean, safe and healtliful

manner on at least two previous occasions.
(d) A good faith determnation by BPWCP made in its no mm i course of business that renewal of the franchise relationship is likely to be uneconomical to BPWCP despite any

reasonable changes or additions to the agreements between the parties, which may be acceptable to Buyer.

17.3 Effect of Termination or Nonrenewal. After receiving notice of termnation or nonrenewal and until the effective date of the termnation or nonrenewal, Buyer will continue to operate the
Premises in accordance with this Agreement.
(a) From and after the effective date of termation or nonrenewal, Buyer

will imediately discontinue all use of trade dress and Marks associated with BPWCP, including without
limitation use of such trade dress and Marks on dispensers, pumps, containers, storage equipment,

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buildings, canopies, pump islands, pole signs, advertising, stationery and invoices. From and after the
effective date of termination or nOIU'enewal, Buyer will not adopt or use any trademarks trade dress or

symbols in the operation of the Premises that are confusingly similar to BPWCP's, including without

limitation, any four letter nanie or mark starting with ( i ) the letter "A" or ( ii) any vowel and having the letter "R" as a second letter, and Buyer will not use or employ as a symbol, mark or design any geometric
design that is red or any colored horizontal striping that is predominately red and blue. Further, Buyer will remove from all trade directories and telephone book listings all reference to the Marks. Upon the effective

date of the termination or nonrenewal, Buyer will promptly return to BPWCP or destroy, whichever BPWCP 'directs, all signs, advertising, graphics and other materials in Buyer's possession bearing any
Marks or used in any trade dress. In addition, Buyer hereby agrees that BPWCP may enter the Premises to remove or cover up any trade dress or advertisements bearing any Marks. If Buyer termnates or does not renew this Agreement or if BPWCP termnates or does not renew this Agreement for a reason set forth in Paragraph 17.1 or 17.2 above, then Buyer shall pay for the removal or covering up of all trade dress and trademarks as required hereunder. For a reasonable period following the effective date of Buyer's
termination or nonrenewal and at no charge, BPWCP may keep any BPWCP propert still

Premises in place while negotiating for its sale or removaL.

located on the

(b) If this is the rust agreement between Buyer and BPWCP for the supply

of Product at the Premises, Buyer will repay BPWCP all reimbursements and direct payments made by BPWCP under Paragraph 14.3 upon (i) the mutual termnation of this Agreement prior to or at the end of the ffrst twelve months, (ii) the terniination of this Agreement by BPWCP or Buyer during the ffrst twelve months or (iii) the nonrenewal of this Agreement by BPWCP or Buyer at the end of the ffrst twelve months
(if this is a trial franchise as defined under Section 2803 of the PMP A).
(c) If this is the first agreement between Buyer and BPWCP for the supply
of Product at the Premises with a term of more .

than one year and Buyer has been a part to an agreement

regarding the Premises with B PWCP for the supply of Product for less than thrt-six months, then after the

rust twelve months Buyer will pay BPWCP, on a QI 'rata basis as described below, the amount of all . reimbursements and direct payments made by BPWCP under Paragraph 14.3 upon the mutual termnation
of this Agreement or termnation or nonrenewal by Buyer m by BPWCP for a reason set forth in Paragraph
17.1 or 17.2 above. The QI rata amount which Buyer is obligated to pay shall be calculated by multiplying.
the

total of the reimbursements and direct payments made by BPWCP under Paragraph 14.3 times (a) two-

thids during the thirteenth through twenty-fourt month of ths Agreement or (b) one-third during the
twenty-fifth through thirt-sixth month of this Agreement.
18.

Assi!!nment, Ri!!ht of First Refusal and Successors In Interest.

18.1 Assi!!nment. Buyer will not sell, (or allow Buyer's foreclosing lender to
complete a sale), assign, give or otherwise transfer, any interest in this Agreement, its frnchise relationship with BPWCP, or its ownership, leasehold or subleasehold interest in the real propert or improvements on that constitue the Premises, to any individual or entity other than BPWCP, without first complying with Paragraph 18.2 below and obtaining BPWCP's prior wrtten consent to such transfer, which consent shall

not be unreasonably delayed or witheld. Furer, if Buyer is a corporation or partership or LLC, neither Buyer 'nor any shareholder, member or parter of Buyer wil sell, assign, give or otherwse transfer, or
mortgage, pledge as security or otherwse encumber any shares of stock, partership interest or other ownership interest in Buyer to any individual or entity without BPWCP's prior wrtten consent. To ensure that BPWCP has adequate time to evaluate any assignment or transfer request, Buyer will allow BPWCP at

least sixty (60) calendar days to evaluate any assignment or transfer request. A request for consent made less than 45 days before the expiration date of ths Agreement wil be considered a request for consent to the renewal agreement, provided that one has been offered to Buyer. Buyer aclaowledges and agrees that any transfer, encumbrance, attempted transfer or attempted encumbrance which does not satisfy these prerequisites shall be void and without effect. Buyer fuer acknowledges and agrees that BPWCP may impose a transfer fee upon any transfer or encumbrance of Buyer's interest in its franchise relationship with BPWCP. The fee is currently $1,000, but BPWCP reserves the right to raise the fee to a maximum of $4,000.
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18.2 Right of First Refusal. In return for valuable consideration, Buyer's receipt of

which is hereby acknowledged, (i) upon receiving or extending any final offer to acquire any or all of Buyer's interest in this Agreement, its franchise relationship with BPWCP, or its ownership, leasehold or subleasehold interest in the real property or improvements that constitute the Premises, whether conveyed
through a business broker or directly, to any entity or person other than Buyer's CUITent spouse or adult child

(natural or adopted)or (ii) upon the recordation of a Notice of Default that commences Buyer's lender's foreclosure of a mortgage or deed of tnnst encumbering the Premises, Buyer shall offer such interest to
BPWCP, 'in writing, at the same price and on the same other term as those contained in the final offer or

Notice of Default. Buyer shall give BPWCP a complete, legible copy of the ffnal offer including a breakdown of the amount for real property, equipment and goodwill, all agreements in connection with the
proposed sale and the name and address of the proposed buyer/transferee.. In the case of foreclosure, the
price wilI equal the amount required to pay the foreclosing lender to teimnate the foreclosure proceeding.

Buyer shall give BPWCP a complete, legible copy of the recorded Notice of Default and any later recorded Nollce of Sale. BPWCP shall have thirt (30) calendar days after its receipt of all data and documentation
required by it to evaluate the offer and exercise its right of ffrst refusal by notifying Buyer in writing that it

intends to exercise its right of ffrst refusal and agreeing to pay Buyer the purchase price, less the amount of
any applicable transfer fee, on the term stated in the ffnal offer, or the amount required to pay the

foreclosing lender to temiinate the foreclosure proceeding, as applicable. During the 30 day period, BPWCP shall have the right of entry upon the premises to conduct reasonable environmental testing. If BPWCP exercises its right of first refusal, each time period in the final offer will be automatically extended
so that it starts on the date that BPWCP exercised its right of first refusaL. BPWCP may assign its right of

first refual to any third party. If BPWCP does not exercise its right of ffrst refusal, Buyer may consumate the proposed transfer, but not at lower price or on more favorable term than those offered to BPWCP .If Buyer doe~ not do so within one hundred eighty (180) calendar days after the date BPWCP received Buyer's written-offer, then Buyer must recommence-the foregoing right -of ffrst refual procedure and satisfy
the requirements of this Paragraph 18.2. BPWCP's exercise of its right of ffrst refusal shall

dependent on its prior refusal to approve the proposed transferee. Buyer agrees to execute a memoranduni . of ths Agreement to be recorded in the Offfcial Records of the county where the Premises are located and
take all other action necessary to give effect to

not 'be .

this right of ffrst refusaL. .

18.3 Successors In Interest. Notwithstanding Paragraphs 18.1 and 18.2, if death or incapacitation for more than ninety (90) consecutive

upon the calendar days of Buyer (if Buyer is a natural

person), a general parter of Buyer (if Buyer is a partership) or a majority shareholder of Buyer (if Buyer

is a corporation), or majority-owning member of an LLC (if Buyer is an LLC), the interest in this
Agreement of such deceased or incapacitated person passes directly to an eligible person or persons whom the deceased or incapacitated has designated as his successor in interest, in wrting in a form prescribed by and ffed with BPWCP, and who notiffes BPWCP withn twenty-one (21) calendar days after the death or incapacitation of his intention to succeed to such interest, then ths Agreement shall continue for the
remaining term hereof, provided that such successor in interest agrees in wrtig to assume all of the

obligations under this Agreement of the deceased or incapacitated and satisffes BPWCP's then current criteria for simlar franchisees. A person who is eligible to be designated a successor in interest is one who is (i) the adult spouse or adult child (natural or adopted) or parent of the deceased or incapacitated, (ii) a general parter of the deceased or incapacitated, (iii) a fellow shareholder of the deceased or incapacitated,
(iv) a felIow member of the deceased or incapacitated or, (v) if

Buyer is a sole proprietor, a designated legal

heir. Only the most recently properly designated successor in interest wil be recognized as such. If Buyer

has a spouSe and designates someone other than Buyers spouse, Buyers spouse must agree to the designation.

18.4 BPWCP's Right to Assign. BPWCP shall have the unestrcted right to transfer
or assign aU or any parts of its rights or obligations under this Agreement, including its right of first refusal described in Paragraph 18.2, to any person or legal entity.

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19.

Miscellaneous

19.1 Rieht of Entry. Buyer hereby gives BPWCP the right to enter the Premises at
all reasonable times and without prior notice, to deteimmne Buyer's compliance with the provisions of this Agreement. BPWCP may determne Buyer's compliance by any means BPWCP selects, including without

limitation, the sampling and laboratory testing of Product.
19.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however; that Buyer shall

have no right to assign this Agreement, either voluntarily or by operation of law, except as provided in
Paragraph 18 above.

19.3 Force Majeure. In the event that either part hereto shall be delayed or unable
to perform any act required hereunder by reason of Act of Nature, stres, lockouts, riots, insurrection, war,

governental act or order, or other reason of a like nature not the fault of or in the control of the part delayed in performng work or doing acts required under the term of this Agreement, then performnce of such act shall be excused for the period of the delay. The provisions of this Section shall not operate to

excuse Operator from prompt payment of all fees or any other payments required by the term of this
Agreement.

19.4 Notices. Except as limited by applicable law or as otherwise stated in this Agreement, any and all notices and other communications hereunder shall be deemed to have been duly given when delivered personally or forty-eight (48) hours after being mailed, certiffed or registered mail or overnight mail, return receipt requested, postage prepaid, in the English language, to the Premises if to
. Buyer aI1d' to the address set fort on the ffrst page of this Agreement if

directed in writing byBPWCP.
19.5 Relationship of the Parties. Buyer agrees creates a joint venture, agency, employment partership or

to BPWCP, unless otherwise

that nothig in this Agreement

Buyer shall have no authority to bind BPWCP in any way. Buyer will not assert otherwse. Buyer shall undertake all obligations as an independent contractor and shall exercise and be responsible for the exclusive control of the Premises, the employees and all activities. conducted there. Operator shall be responsible for complying with all the applicable workers' and unemployment compensation, occupational disease, wage and hour, disability and similar laws. BPWCP shall have no control over employees of the
Operator, including without limtation the term and conditions of their employment. Operator shall

similar relationship between it and BPWCP, and

continuously display on the exterior of the building in a conspicuous manner at a point visible and
accessible to the public a legible sign meeting BPWCP's speciffcations, showing that Operator is the owner

of the business being conducted thereon.

19.6 Waiver. No purported waiver by either part hereto of any provision of this
Agreement or of any breach thereof shall be deemed to be a waiver of such provision or breach unless such

waiver is in writing signed by the part makig such waiver. No such waiver shall be deemed to be a
subsequent waiver of such provision or a waiver of any subsequent breach of the same or any other

provision hereof.

19.7 Compliance. Buyer shall at all times comply with all laws and applicable governent requirements and obtain and maintain all necessary licenses and permts for the performnce of its obligations hereunder.

19.8 Authority. .Buyer hereby represents that as of the date hereof, Buyer has the
authority to enter into this Agreement and that no consents of

obtained and are attched hereto are necessary to enable Buyer to perform its obligations hereunder. Buyer

third parties other than those which have been

represents that as of the date of this Agreement, Buyer is in compliance with all leases, contracts and
agreements affecting the Premises and Buyer's use and possession of

the Premises,

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19.9 Prior Course of Dealing. BPWCP and Buyer acknowledge and agree tllat this Agreement is not to be reformed, altered, or modified in any way by any practice or course of dealing during or prior to the temi of the Agreement or by any representations, stipulations, warranties, agreement or understandings, express or implied, except as fully and expressly set forth herein or except as may subsequently be expressly amended by the written agreement of Buyer and BPWCP by their authorized
representatives.
19.10 Further Assurances. Buyer agrees to execute and deliver such other documents

and take such other action as may be necessary to more effectively consummate the puqroses and subject matter of this Agreement.

19.11 Non-exclusivitv. Buyer has no exclusive territory. BPWCP may establish
additional ARCO or other brand or no brand Gasoline or other fueling facilities in any location and proximity to the Premises.
19.12 Other Businesses. In order to ensure that there is no interference with access for delivery tnncks, storage or delivery, Buyer will obtain BPWCP's prior written consent to the placement of any other businesses or equipment on the Premises which consent will not be unreasonably delayed or withheld.
19.13 Ethics. Buyer acknowledges that giving payments or other inducements to any

employee or agent of BPWCP in connection with this Agreement or Buyer's franchise relationship with

BPWCP violates BPWCP's ethical policies and entitles BPWCP to termnate this Agreement. Franchisee

shall notify BPWCP's Securty Departent if any employees or agents solicit payments or other
'inducements.
19.14 Applicable Law. Except where this Agreement would otherwse be govemed
by federal .' law, this Agreement shall in all are located. respects be If any the state where the Premises

provision of

invalid or unenforceable, such provision shall be'deemed to be severed or limited, but only to the exÚ:nt

interpreted, enforced and governed under the laws of this Agreement. should be determned to be

required to render the remaining provisions ,of this Agreement enforceable, and the Agreement as thus
amended shall be enforced to give effect to the intention of the parties insofar as that is possible.
19.15 Headines and Gender. The paragraph headings in this Agreement are intended

solely for convenience of reference and shall not in any way or manner amplify, limit, modify or otherwse affect the interpretation of any provision of ths Agreement, and the neuter gender and the singular or plural
number shaiibe deemed to include the other' genders or numbers whenever the context so indicates or requires.

19.16 Entire Agreement. This Agreement and the exhibits attched hereto and any
written agreements executed contemporaneously with this Agreement relating to the Premises, set fort the entire agreement between the parties and fully supersede any and all prior agreements or understandings
between the parties, pertaining to the subject matter hereof, and, except as otherwse expressly provided

herein, no change in, deletion from or addition to this Agreement shall be valid unless set forth in wrting and signed and dated by the parties hereto.

This space is intentionally left blank.

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Buyer hereby acknowledges having read this Agrccment in its entirety and fully understands and
agrces to its contents. No representative of BPWCP is authorizcd by BPWCP to oral1y modi

f)',

amend, add to or waive any provision of this Agreement.

IN WITNESS WHEREOF, the pai1ies hereto have executed this Agreement as of the day and year first
above written.

BP West Coast Products LLC

Buyer:

~~r
l:jtllYÁr

Name
Title:
Witness:

Srld

VI/L,(_Avv

Witness:

Each of the undersigned, as owner, part owner, mortgagee or lien holder, for himself and his legal

rcpresentatives, successors and assignees, hereby consents to the foregoing agreement, including
without limitation, to the installations,

maintenance, repair, replacement and removal of all required trade dress and trademarks. Each of the undersigned further waives any interest in, right to levy

upon, mortgage or otherwise make any claim against any such .trade dress or trademarks and
confirms BPWCP's title to and right of removal of any property provided or loaned by BPWCP.

Name

Name
Title:
Witness:

Title:

Witness:

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Exhibit A

Trade Dress ReQuirements

See Attached booklet entitled "Minimum Trademark Standards, Trade Dress Requirements and Trade Dress Options for Selling ARCO Branded Motor Fuels at Retail Outlets".

This space is intentionally left blank.

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Exhibit B

Shared Trade Dress Costs for ARCO Branded Gasoline Only

Trade Dress Item

Cost - % Share BPWCP/Dealer
100% BPWCP 100% BPWCP

Restrictions

All Exterior Decals

Interior Decal Kit
Iluminated Building Bullnose

100% BPWCP

Max. 100 Feet, 50/50 thereafter

Canopy Bullnose LED

50/50
100% Dealer

Non-illuminated Canopy Bullnose (back of Canopy)

ID Sign - Freeway - Sign/Face Only
ID Sign Fwy - Pole and Foundation
ID Sign Face
il Sign Foundation and

100% BPWCP
i 00% Dealer

100% BPWCP

Architectural Veneer/Pole
ID Sign - Building - 3 x 10

i 00% Dealer

ARCO Logo Sign

100% BPWCP

Non-ID Sign - 24 Hour Signs

i 00% Dealer

Non-ID Sign - Metal Info Signs Bumper Post, , Tax
Paint

50/50
i 00% Dealer i 00% Dealer

Permts for Signage
Coming Soon Banners Pump Toppers (all hardware)

100% BPWCP 50/50
100% Dealer

Quick Crete Cement Trash Container
Tank Tags

100% BPWCP

Channel Letter

100% BPWCP

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Exhibit B (Contiiiued)

Cost - % Sharc
Trade Dress Item

BP'rVCPIDealer

Restrictions

Canopy Sparks
VSA T Equipment: (I) Hughes Satellite

i 00% BPWCP
i 00% Dealer

(Max. 4 Sparks)

DishlOO% Dealer and (2) Hughes Indoor Unit - Satellite Receiver (3) Deicer (if required for colder climate)

* Any costs not set forth as being paid or shared by BPWCP shall be at the sole expense of the Operator/Buyer

This space is intentionally left blank.

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AMENDMENT TO CONTRACT DEALER GASOLINE AGREEMENT

(Branded Diesel Fuel) Facility: 82461

Customer Account: 0996439

THIS AMENDMENT, dated as of II ;¿ 80 ~ , amends the Contract Dealer Gasoline
Agreement ("Agreement") dated 'I (JOt( ,between BP West Coast Products LLC, organized in Delaware ("BPWCP") and STTN nterprises. Inc. ("Buyer") with delivery premises at 631 San

Felipe Road. Hollster. CA 95035 ("Premises").
It is hereby agreed by and between the parties that effective on the date written above or the Commencement Date of the Agreement, whichever is later, the Agreement is hereby amended to provide that except as set

forthbelow, any references to "motor fuels comprising gasolines and gasoline-containing materials bearing

the ARCO trademark and other identifying symbols," "gasoline" and "product" shall be construed to include
such motor fuels comprising diesel fuel and diesel fuel-containing materials bearing the ARCO trademark and other identifying symbols ("ARCO branded diesel fuels and diesel fuel-containing materials") as Buyer may purchase and receive from BPWCP and BPWCP may sell and deliver to Buyer at the Premises during the

term hereof.
It is understood and agreed by and between the parties that Temporary Voluntary Allowances (''TA's") are
not applicable to diesel fuel or diesel fuel-containing materials and, therefore, the terms and conditions

relating to TV A's set forth in the Prices provisions, Paragraph 5 of the Agreement, are not amended and

supplemented by this Amendment. It is further understood and agreed by and between the parties that,
except as herein specifically amended and supplemented, all other terms and conditions of the Agreement, as previously amended and supplemented, shall be and remain in full force and effect.
This Amendment automatically supersedes and terminates, as of the