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.y <br /> f r 02251 - 000008690 <br /> LETTER AGREEMENT WITH <br /> THE SOUTHLAND CORPORATION <br /> THIS LETTER IS NOT VALID UNLESS ' THE SOUTHLAND CORPORATION <br /> ("SOUTHLAND") COMMENCES A BANKRUPTCY CASE IN WHICH IT FILES ITS <br /> "PREPACKAGED PLAN" CONTAINED IN THE REGISTRATION STATEMENT ON <br /> FORM S-4 DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE <br /> COMMISSION AND THE BANKRUPTCY COURT APPROVES THE TERMS OF THIS <br /> LETTER. <br /> In exchange for payment in the normal course of business by <br /> Southland of any and all invoices for goods delivered or services <br /> rendered prior to the commencement of a bankruptcy case by or <br /> against Southland in which Southland files its "Prepackaged Plan" <br /> and following the receipt of necessary court approval, the <br /> undersigned agrees to maintain or, , if previously suspended or <br /> altered, reinstate in favor of Southland normal trade terms for <br /> the sale and delivery of goods and services , consistent with <br /> (a) customary industry standards .for suppliers of similar goods <br /> and services in similar quantities as in a non-bankruptcy <br /> context , and (b) Southland' s traditional purchasing patterns and <br /> levels . <br /> If the undersigned unreasonably refuses to continue <br /> providing Southland with customary trade terms during any <br /> bankruptcy case by Southland, the undersigned understands and <br /> agrees that , on motion by Southland and with court approval, (a) <br /> any payments of pre-petition claims made by Southland hereunder <br /> after the commencement of a bankruptcy case shall be deemed to be <br /> post-bankruptcy advances recoverable by Southland from the <br /> undersigned in cash or in additional goods and services and (b) <br /> any pre-petition claims paid hereunder after the commencement of <br /> a bankruptcy case shall be reinstated. The undersigned further <br /> understands and agrees that the foregoing in no way diminishes <br /> Southland' s ability to contest any invoice on ordinary, <br /> non-bankruptcy grounds. <br /> DATE <br /> (Print Company Name) <br /> BY ITS AUTHORIZED REPRESENTATIVE: <br /> RETURN TO: <br /> 7-ELEVEN STORES OFFICE (Signature) <br /> ATTN: ACCOUNTS PAYABLE DEPT. <br /> 655 UNIVERSITY AVENUE <br /> SUITE 104 <br /> SACRAMENTO ,CA 95825 (Print or Type Name) <br /> (Print or Type Title) <br /> ALTERATION OF THIS LETTER WITHOUT SbUTHLAND' S PRIOR CONSENT MAY <br /> INVALIDATE THE SUPPLIER' S RIGHTS HEREUNDER. <br />