[***] 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

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 20^th 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.

     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

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