AMENDMENT NO. 1 TO PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 (this “Amendment”) to the Purchase Agreement dated as of May 21, 2014 (the “Purchase Agreement”) is entered into and effective as of the 30th day of September 2014, by and between Hess Corporation, a Delaware corporation (“Seller”), and Speedway LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.

WHEREAS, following the execution of the Purchase Agreement, Hess Realty LLC, a Delaware limited liability company and a wholly-owned subsidiary of Seller (“Hess Realty”), acquired all but one of the Early Buy-Out Properties (with the other being acquired by Seller) and all of the other Leveraged Lease Properties;

WHEREAS, instead of entering into the Lease and Buy-Out Agreement contemplated by Section 2.6 of the Purchase Agreement, Buyer desires to acquire all of the Leveraged Lease Properties (including the Early Buy-Out Properties) at the Closing, principally through the acquisition of Hess Realty; and

WHEREAS, pursuant to Section 9.10 of the Purchase Agreement, the Purchase Agreement may be amended by a written mutual agreement executed and delivered by Seller and Buyer.

NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Amendment and the Purchase Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

Section 2.6 Leveraged Lease Properties.

(a) As of the date of this Amendment, (i) Hess Realty has acquired the real property set forth on Exhibit A hereto under the heading “Hess Realty LLC” (but in the case of each parcel of real property marked with an “*” on Exhibit A, only the improvement thereon, and not the underlying land, which is subject to a ground lease), (ii) Seller has acquired the real property set forth on Exhibit A hereto under the heading “Hess Corporation” (and Seller has subsequently transferred ownership of such property to Hess Retail Stores LLC) and (iii) Seller has accepted the assignment of, and has become the tenant (rather than the subtenant) under the ground leases with respect to, the real property marked with an “*” on Exhibit A. The properties listed on Exhibit A represent all of the real property previously subject to a Leveraged Lease (the properties listed on Exhibit A, collectively, the “Acquired Leveraged Lease Properties”). Accordingly, Section 3.10(b) of the Seller Disclosure Schedule shall be deemed automatically amended to remove all Leveraged Leases in respect of the Acquired Leveraged Lease Properties from such section, and Section 3.10(a) of the Seller Disclosure Schedule shall be deemed automatically amended to reflect all of the Acquired Leveraged Lease Properties as Owned Real Property, except that the real property marked with an “*” on Exhibit A shall also be listed in Section 3.10(b) of the Seller Disclosure Schedule with respect to the underlying ground leases, as provided below in Section 2.6(b); provided, however, with respect to the Acquired Leveraged Lease Properties, the representations and warranties in Section 3.10(a) and Section 3.10(c) shall be made solely as of the Closing Date.

(b) With respect to each parcel of real property marked with an “*” on Exhibit A, the underlying land was subleased by Seller from Amerada Hess Facilities Business Trust No. 1998-1 (the “Trust”). In connection with the acquisition of the Leveraged Lease Properties referred to in Section 2.6(a), the Trust assigned the ground leases for such land to Seller, and Seller became the tenant thereunder. Accordingly, Section 3.10(b) of the Seller Disclosure Schedule shall be deemed automatically amended to add these four ground leases as Real Property Leases. Prior to the Closing Date, Seller will assign these four ground leases to Hess Retail Stores LLC.

Buy-Out Properties and Leveraged Lease Buy-Out Amounts and all obligations with respect thereto shall be disregarded.

(f) Hess Realty was formed for the purpose of acquiring the Leveraged Lease Properties and all personal property located thereon and has not conducted any business other than the acquisition and ownership of the Leveraged Lease Properties and the personal property located thereon, and the provision of these properties to Seller and its Affiliates for the conduct of the Business. At the Closing, the Acquired Company will have no assets, liabilities or obligations of any nature other than (i) the Leveraged Leased Properties and the personal property located thereon and (ii) any assets, liabilities or obligations incident to its formation and pursuant to this Agreement or the transactions contemplated hereby.

(iv) Notwithstanding anything in this Agreement to the contrary, each of Seller and Buyer shall be liable for, shall pay (or cause to be paid) and shall indemnify and hold harmless the other from and against (x) one-half (1/2) of any Transfer Taxes and (y) solely in connection with the transfer of all of the Equity Interests in Hess Realty from Seller to the Acquired Company, 50% of any sales, use, property transfer, real property transfer, transfer, stamp, registration, documentary, recording or similar duties or Taxes, together with any interest thereon, and any penalties, fines, costs, fees, additions to Tax or additional amounts with respect thereto (the Taxes covered by this clause (y), collectively, “Hess Realty Transfer Taxes”). Seller shall prepare and timely file (or cause to be prepared and timely filed) when due all Tax Returns required to be filed in respect of Transfer Taxes and Hess Realty Transfer Taxes and shall remit (or cause to be remitted) to the applicable taxing authorities the Transfer Taxes or Hess Realty Transfer Taxes shown to be due in respect of such Tax Returns, and shall provide Buyer proof of such payment. Buyer shall reasonably cooperate with Seller in the preparation and filing of any such Tax Returns.

“Net Working Capital” means the net of the identified current assets and current liabilities of the Business as calculated in accordance with GAAP as applied in the preparation of the Financial Statements and in the format of and in accordance with the example attached as Exhibit C hereto. For the avoidance of doubt, except as explicitly set forth on Exhibit C hereto, the following items are and shall be excluded from the calculation of Net Working Capital: (a) all receivables and payables between an Acquired Entity and another Acquired Entity; (b) assets and liabilities relating to Taxes, excluding any liabilities relating to sales and use taxes of the Acquired Entities and WilcoHess payroll and associated withholding taxes; (c) all accrued wages, salaries, vacation time, bonus and any other form of compensation (excluding accrued wages and salaries and other payroll items for WilcoHesss employees and benefits payable under the WilcoHess Plans) of Transferred Employees payable with respect to all periods prior to the Closing (including associated withholding and payroll tax obligations); (c) all Toy Truck Merchandise and all payables related thereto; (d) all legal and environmental liabilities, receivables and payables; (e) all fuel payables; (f) all insurance claims; and (g) the current portion of capital lease obligations and other long-term debt. With respect to any calculation of Net Working Capital for the purposes of this Agreement, and except as set forth above, the same line items included in and excluded from the calculation of Net Working Capital in Exhibit C shall be included and excluded, as applicable.

(i)    Seller shall be liable for, shall pay (or caused to be paid, including causing to be paid through Buyer due to the inclusion as a liability adjustment of the Net Working Capital, as applicable) and shall indemnify and hold harmless Buyer from and against all Taxes imposed on the Acquired Entities or on Seller with respect to the Business for (A) any taxable period ending prior to the Closing Date and, (B) with respect to any taxable period beginning before and ending on or after the Closing Date (a “Straddle Period”), the portion of such Straddle Period ending at the close of the day before the Closing Date, in the manner described in Section 5.17(a)(iii).

duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that such enforcement may be limited by the Bankruptcy and Equity Principles.

amended by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed the day and year first above written.

By:    /s/ Nicholas P. Brountas        

Name: Nicholas P. Brountas

Title: VP and General Counsel - MR&C

By:    /s/ A. R. Kenney                

Name: A. R. Kenney

Title: President