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Home My WebLink About891102.tiffRESOLUTION RE: APPROVE CHANGE OF OWNERSHIP REQUEST FOR 3.2% BEER LICENSE TO CONO SERVICES, INC., DBA CONOCO #06355 - EXPIRES OCTOBER 10, 1990 WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Cono Services, Inc., d/b/a Conoco #06355, has presented to the Board of County Commissioners of Weld County, Colorado, an application for a Change of Ownership of a 3.2% Beer License for the sale of fermented malt beverages, containing not more than 3.2% of alcohol by weight, for consumption off the premises only, said license previously held by Venta, Inc., dba Convenience Plus, and WHEREAS, pursuant to Weld County Ordinance No. 6, Section II., C., said applicant has paid the required fees to the County of Weld for a Change of Ownership of the existing license, and WHEREAS, said applicant has exhibited a State License for the sale of fermented malt beverages, containing not more than 3.2% of alcohol by weight, for consumption off the premises only, outside the corporate limits of any town or city in the County of Weld at the location described as follows: 12435 Weld County Road 2, Brighton, Colorado 80601 NOW, THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Weld County, Colorado, having examined said application and the other qualifications of the applicant, does hereby grant License Number 89-21 to said applicant to sell fermented malt beverages, containing not more than 3.2% of alcohol by weight, for consumption off the premises only, only at retail at said location and does hereby authorize and direct the issuance of said license by the Chairman of the Board of County Commissioners, attested to by the County Clerk and Recorder of Weld County, Colorado, which license shall be in effect until October 10, 1990, providing that said place where the licensee is authorized to sell fermented malt beverages, containing not more than 3.2% of alcohol by weight, shall be conducted in strict conformity to all the laws of the State of Colorado and the rules and regulations relating thereto, heretofore passed by the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for revocation of the license. 891102 Page 2 RE: 3.2% BEER LICENSE - CONO SERVICES, INC. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 27th day of October, A.D., 1989. ATTEST: Weld County U lerk and Recorder G% C.W. Ki by, airman BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO and Clerk to the Board \$Y : Deputy County lerk APPROVED AS TO FORM: County Attorney EXCUSED Jaccy4glline Johnson, Pro-Tem Gene R. Bran 891102 �� f�c� off C o Ilor a cclo i [D( D e rtA I I act 0f alla lr.]i) Liquor Enforcement Division 1375 Sherman Street Denver, Colorado 80261 CON° SERVICES INC CONOCO N006355 12435 WELD CO RD 2 BRIGHTON CO 80601 Alcoholic Beverage License Account NVntbr early Cin Iney,L Typo LIWthM On LICENSE EXPIRES AT Y0MGHT 21-35816-051 03 206 5541 3 101089 OCT 09, 1990 Try, Nano and Dwagmn of Lan., Foe J 3.2 PERCENT BEER RETAIL LICENSE S 50.00 COUNTY d5 PERCENT OAP FEE S 42.50 TOTAL FENT 5 92.50 This license is issued subject to the laws of the State of Colorado and especially under the provisions of Tide 12, Articles 46 or 47, CRS 1973, as amended. This license is non- transferable and shall be conspicuously posted in the place above described. This license is only valid through the expiration date shown above. Questions concerning this license should be addressed to the Department of Revenue, Liquor Enforcement Divison, 1375 Sherman Street, Denver, CO 80261. In testimony whereof, I have hereunto set my hand. rye"- lic"/Zi5 Division Director DR 8402 (348) OCT 1 1 1989 891102 LL. W O 0 MW , r W J Cri f 0 ;• •4 N.. V •p.4 8 VI i 0 zra O � E PZEI \" n' PIP: £r i.%, PICKED UP BY SA. eff PI C ai a3 4 V a 4 O B A O cp U a:3y D2 w Fi O •\1 O e r4 a) N• M 02 Cd is q O cO. is I�1 q o Fi O Q q p zo :p A°y � C 0 to rg O w C V)V) w O >a) a)� 1.0 '-1 O 0 O co O tfl en e4 N n-1 CO CO d 0 4 a> a) O i+ O w CO n O O 02 C d V_ 1-� 002 cal N I-0 a) G O O' -C O ' -1 C) ti O a a) 4 a) C q d • la d ate) v q re O d o v b d d E o O 02 � d wO to U ▪ C • ca N y C) d d w O C) m C) C °o - 0 o O eq- .0 cc O) C) 02 .°tn a) rn C C) V a m • T4 ` µ-'rite '%C 'l��•\ ��d 1\\\ ' DATE 02 b 0 F U W m O a C a) '-4 O m 02 C) C O 02 CO U C O U O -o d O O H w 0 p_ w O CC w d 0 CO O trip 0 a 'O m U O O m T p C) co C J L 11. 14It rfiii �1• �\\�jll 0 4I ICUOUS PLACE E POSTED IN A CONS -J M1 < M1 20 `0 Dom ? u E�-I L) I- z y W < S J 8 2 r 0 oh a t Qi U 0 z H 0 00 caul 0 Ule) enU O H �O Ca U B�aZ s7 C0OGil3H O Orel CS zz�H oo - � aunt 008E WJOd Sd A Complete Items 1 end 2 when additional services are desired, and complete Items 3 and 4. Put your address in the "RETURN TO" Space on the reverse side. Failure to do this will prevent this card from being returned to you. The return receipt fee will provide you the name of the careen gelivered to and the date of dsllverxFor additional fees the following services are ennoble. Consult postmaster for feeand check box(e) for additional servicele) requested. 1. O Show to whom delivered, date, end addressee's address. 2. O Restricted Delivery t(Extra charge ft t(Extra char:e)t 4. Article Number 454-677 Type of Service: ❑ Registered ❑ tnsbred ® Certified O COD ❑ Express Mail Always obtain signature of addressee or agent and PATE DELIVERED. 8. Addressee's Address (ONLY if requested and fee paid) 3. Article Addressed to: CONO SERVICES, INC. CONOCO #06355 12435 WELD COUNTY ROAD 2 BRIGHTON, CO 80601 a2 a Sa r� n • U.S.O.P.O. 1947 -17a -2e8 00 a 8911'2 'REASURER'S OFFICE, WELD COUN'''— Greeley, Colorado . RECEIVED OF....... .. r b(3 , (J4WCo # Q(o3 3 N? 0173 /, 4' FOR )(CREDIT County General Fund 101 0000 Human Resources 121 0000 Social Services 112 0000 Housing Authority 7(2 a_au2A-ai 'C-t-'�'-Y. 7 de? Road & Bridge Fund 111 0000 Airport 177 0000 County Clerk Cash Escrow 810 0803 Fee Fund 900 0912 School District Gen Fund School District C R F School District Bond Fund erk FRANCIS M. LOUSTALET County Treasurer 89110 TOTAL AMOUNT ,DZ 700 East Speer Boulevard Denver, Colorado 80203 Telephone 303/777-3737 FAX 303/777-3823 H. Alan Dill Robert A. Dill Jon Stonbraker Daniel W. Carr John A. Hutchings Arthur Keith Whitelaw Ill Lucien J. Dhooge Charles J. Carroll Joseph M. Elio DILL and DILL A Professional Corporation September 12, 1989 Tommie Antuna Weld County Commissioners Office P.O. Box 759 Greeley, CO 80632 RE: Cono-Services, Inc. Dear Tommie, Enclosed is an application for change of ownership of a Convenience Plus Store at 12354 Weld County Rd., Brighton. You'll notice that the amendment to the sublease which includes this property is not yet executed. They have not yet closed on the purchase of the property. I hope to have the executed amendment to you within the next few weeks. I was told that the managers would all stay the same. If you need any further information with respect to that or have any other questions, please feel free to call. Sincerely, 6eiw Lois Rentz Paralegal lr enclosures 891102 700 East Speer Boulevard Denver, Colorado 80203 Telephone 303/777-3737 FAX 303/777-3823 DILL and DILL A Professional Corporation September 20, 1989 H. Alan Dill Robert A. Dill Jon Stonbraker Daniel W. Carr John A. Hutchings Arthur Keith Whitelaw III Lucien J. Dhooge Charles J. Carroll Joseph M. Elio Weld County Commissioners' Office Tommie Antuna, Clerk to the Board P.O. Box 758 Greeley, CO 80632 RE: Change of Ownership for Cono-Services Inc. Dear Tommie, Regarding your phone call yesterday, I have enclosed the following items: 1. Copies of Signed Individual History Records 2. Letters of Reference 3. Sublease Amendments #1 through #5. Regarding item #3 above, please note that I did not include all of the exhibits for Amendments #1 - #4. Until recently, they were not paper efficient and just attached a new page each time the added a new location and prepared a new amendment. If your attorney still wants copies, please let me know. I did request a copy of the recorded deed when it was available but was told that it will take a month, maybe longer. If possible, please process the paperwork without it and we will still get you a copy when available. As I mentioned on the phone, Conoco Inc. now owns the property. They are subleasing it to Kayo Oil Company (also a Conoco Inc. subsidiary), which is in turn leasing it to Cono-Services Inc. If you need anything further, please let me know. Sincerely, tcsit Lois Rentz Paralegal lr enclosures Ssllt2 DR 8403 (5/U'.) Colo. Dept. of Revenue Liquor Enlacement Division 1375 Sherman St. Denver, CO 80261 Colorado Fermented Malt Beverage (3.2% Beer) License Application DILL AND DILL A PROFESSIONAL CORPORATION 700 E SPEER BLVD. DENVER, COLORADO 80203 License Account No. IMPORTANT: For those retail licenses described in Column A below, this application and all License Issued Through Dat j Use for all reference supporting documents must FIRST BE FILED IN DUPLICATE WITH, AND APPROVED BY, THE LOCAL LICENSING AUTHORITY (CITY, TOWN, COUNTY). Applications will not be accepted documents correspond exactly —JE25.P_iratien unless all applicable questions are fully answered, all supporting foes attached. LIABILITY INFORMATION with the name of the applicant(s), and proper are if to fully complete this County ,`.City .- IndustryType Liability Date You may attach separate sheets or additional documents necessary application. All documents must be typewritten or legibly printed in black ink. in duplicate by the Form DR 8404-I, 'Individual History Record' must be completed and filed FEE PAID - - - following: Cash Fund State I City: County • Each applicant • Al; general partners 5%G:oited pal secs ! 664 , -- 45.9 . 37-1 49-1 • All officers/dbxtors of a corporation •Over • All stockholders of a corporation not subject • Managers to the Securities and Exchange Act of 1934 • Each person required to file form • Over 5% stockholders of a corporation subject DR 8404-I must submit fingerprints to the Securities and Exchange Act of 1934 to the Local Licensing Authority. NOTE: License status will not be given over the telephone. License will be mailed by the Liquor Enforcement Division to the Local Licensing Authority upon issuance, :.. TOTAL ALL ANSWERS. MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN APPLICANTS FOR BRAND NEW LICENSES, OR TRANSFERS OF OWNERSHIP . MUST CHECK THE APPROPRIATE BOXES BELOW IN EITHER COLUMN A OR COLUMN B - AND MUST ALSO CHECK EITHER BOX (18) OR (19). 45 - 9 (3) COLUMN A STATE FEES 45.9 (3) " COLUMN B •. STATE FEES 18 0 New License Application Poo $ 250.00 19 rill Transfer Translrr of Ownership Application Fee $250.00 18 0 New License Application Fee 0 Transfer of Ownership Application Foe $250.00 $ 250.00 11 0 Retail 3.2% Boor (Fomented Malt $71.25 Beverage License) - City Reta11 � r 3.2% Beer (Fermented Malt $92.50 Beverage License) %,Coynry.,;.s 12 ❑ 3.2% Beer Wholesale License (Fermented 13 ❑ 3.2% Beer Manufacturer's License (Fermented t40 3.2% Beer Importer's License (Fermented 16 0 Nonresident Manufacturer License (Fermented Malt Beverage) Malt Bev,) Malt Bev,) Malt Rev,) $125.00 125.00 125.00 125.00 1. Name of Applicant(s): II partnership, list partnersnames (at least two); if corporation, name of corporation: Date tiled with Local Authority: C0no=Servicc5-._Lnr. . la. Applicant op f7 Corporation ❑ Individual ❑ Partnership C III Other (specify) F.E.I.N.: 2. Trade Name of Establishment: (DBA) #06355 State Sales Tax No.: Social Security No.: Cmacs) 3. Addruss of Premises: (Specify exact yylocation of premises.Diagram of promises must accompany this application.) X WW.W 12435 Weld County Rd. 2 Business Telephone: T.Q y• I State: Zip cede: Co City: ('C ,,I( unty;„. 3 5 f`.weld � _ O 80601 Brighton State: 4, Mailing Address: (Number and Street)) I City or'c.vn: I TX Zip Code: 77210 P O.. 11�X-4`R1 EQttS'on business: _ application or renewal, you MUST answer the following questions about this 5. II this is a transfer of ownership Present Trade Name of That Establishment (DBA): Plus Present State License No.: Present Typo of License: 111-41934-023 I 3.2% Off. I I Present Expiration 5-18-90 Date: Convenience 6. Is the applicant, or any of the partners, or officers, stockholders or directors of said applicant (if a corporation),or manager, . I _ under the age of eighteen years?Lid7. (a) Has the applicant, or any of the partners, or officers, stockholders or directors of said applicant (if a corporation) ever L en convicted of a crime? If answer is yes,' explain in detail. Exclude minor traffic violations. •� (b) Have persons lending assistance or financial support to the applicant, or the manager, or employees, ever . _ __.__., „.......,.,.:. •„n. • nvnlnin in detail. Exclude minor traffic violations. ' 1 W 2 YES rl - I NO X li conv.ctu J !i irC? A _uic, �j ^ 8. Has the applicantrnr Any of he partners, or officers, directors or stockholders of said applicant (it a corporation), or :.� ,, . ..1 I. . manager, over: T,.. (a) boon denied an alct�lic beverage`ficense? (b) had an alcoholic beverage license suspended or revoked? (c) had interest in an entity that had an alcoholic beverage license suspended or revoked? If 'yes," explain in detail. License suspended for 10 days in 12-84 in Jefferson County for sale to a minor. YES �} [x J �x I ` NO Lx [1 ,- 9. Has a fermented malt beverage license for the premises to be licensed been refused within the preceding year? II "yes, (—' explain in detail. �� A 1 JJ I, L J 10. Does or did the applicant, or arty of the partners, or officers, directors or stockholders of said applicant (if a corporation) have a direct or indirect interest in any other Colorado Liquor or Fermented Malt Beverage License (include loans to or from any licensee, or interest in a loan to any licensee)? II "yes, explain in detail. Cono-Services, Inc. holds several 3.2% FMB Licenses throughout the State of LxJ Colorado. 11. State whether the applicant has legal possession of the premises by virtue of ownership or ea :or .. ;Asa. If leased, list name and address of landlord and term of lease: Subleased from Kayo Oil Company, which is a subsidiary of Conoco, Inc. x 12. Identify the persons, firms, or corporations who now, or will, have a financial interest, evidenced either by loans or equity ownership in the business for which this license is requested. State the names and addresses of any such persons, and the amount and source of such financial interest expressed in -dollars or other items of value, such as inventory, furniture or equipment (i.e., bank, relatives, friends, previous owners, etc.). Use separate sheet if necessary. NAME ADDRESS INTEREST Conoco, Inc. 600 N. Dairy Ashford Rd., Houston, TX 100% Stockholder 13. List the names and addresses of all liquor businesses in which any of the persons in the previous question are materially interested. Use separate sheet if necessary. NAME BUSINESS ADDRESS #10 _ __Lee above Attach copies of all notes and security instruments, and any written agreement or details of any oral agreement, by which any person corporation) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent conditional in any way by volume, profit, sales, giving of advice or consultation. (including a or 14. Colorado Manufacturer or Wholesaler applicants, answer the following: (a) Does the applicant own, lease or operate any Colorado warehouse or storage plant in connection with this business? If "yes,' give full address. n/a (b) If tho applicant is a wholesaler, does or did any owner, part owna.r, shareholder, d. ectv or offic. r , avo any direct or indirect financial interest in a wholesaler, retailer, manufacturer or importer already licensed by the St,..'e of Colorado to sell fermented malt beverage, or malt, vinous or spirituous liquor? If "yes,' attach explanation in detail. n/a (c) Does the applicant have a valid Federal Basic Permit? II "yes," attach a copy of the permit; if "no, explain whether ono has been applied for. - ril I 1.-1 El Pane : of 4 89112 15. Nonresident Manufacturer (fermented malt beverages) or Importer (fermented malt beverages) applicants, answer following: (a) To what Colorado licensed wholesaler do you intend to ship your merchandise? (b) Does or did any owner, part owner, ahareh..der, director or officer of the applicant have any direct or indirect financial interest in an importer, manufacturer or retailer already licensed by the State of Colorado to sell fermented malt beverages or malt, vinous or spirituous liquor? If yes,' attach explanation in detail. (c) Does the applicant have a valid Federal Basic Permit? If 'yes,' attach a copy of the permit. s (d) Are you the primary source of supply in the U.S.? If 'no; explain in detail. YES NO the n/a n/a n/a 16. If the applicant is a partnership, answer the following: (Attach separate shoe: if neccss;ay.) (a) Name of each general partner and each limited partner holding a greater than 5% interest Home Address, City and State Sodal Security It Date of Birth n/a (b) On what date was the partnership formed? Attach a copy of the partnership agreement (except for partnerships consisting only of a husband and wile). Date: 17. If the applicant is a corporation, answer the following: (a) Corporation is organized under the laws of the State of: Colorado Date of Incorporation: 1-14-82 I (Attach Certificate of Authorit)1 (b) Out -or -state corporations, give date authorized to do business in Colorado: n/a from Colo. Secretary of State) (c) Date of filing last annual corporate report to the Secretary of State: 4-1-88 (d) Name of each officer listed below: Home Address, City and State: Social Security # Date of Birth: President: Richard M. Klotz 22103 Wickfield Dr.. Katy. TX 77451 Date of Birth: (e) Name all 5% or greater stockholders; Home Address, City and State include actual owner or pledgee Mr. 600 N. Dairy Achfnrd Rd Nn„ctnn, TX 1007 n/0 Conoco. , (f) Name of all Directors or Trustees of Home Address, Olty and State Corporation: M. K1.ntz please see ahnve Richard C. Ri cop ahnve David ging please Pace cee_ahnve Douglas Heinzer pl 18. Manager: existing file see Page 3 of 4 891102 OATH OF APPLICANT I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and co lete to fire best o/ my knowledge. Ae p `I V'' le. ORT AND APPROVAL OF LOCAL LICENSING AUTHORITY (Manufacturers, nonresident manufacturers, Importers, wholesalers, limited wineries, and public transportation licensees disregard the section below.) Is this application for a: Each person required to file The liquor licensed premises 'no; the building will be DR is completed New License 8404-i: Has been Background ready for occupancy and ready for X fingerprinted and Inspection Transfer of Ownership NCIC and CCIC checked has been inspected by the Local by eishe Other (specify): Licensing Authority. YES X NO .If C.R.S., as amended, 12-46-117 (1) (a) The local licensing authority shall rostrict the use of said license to: CHECK (I) Sales for consumption 'OFF' the premises of the licensee; or (II) Sales for consumption 'ON' the premises of the licensee; or (III) Sales for consumption 'BOTH ON AND OFF' the premises of the licensee. (b) The provisions of paragraph (1)(a) shall not apply to any license issued or applied for under this article prior to July 1, 1967, ncr to any renewal or reissuance thereof. ONE lid The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the inhabitants, and will comply with the provision of Title 12, Article 46, C.R.S. THEREFORE, THIS APPLICATION IS APPROVED. Local LAersk,a Authorky lot: Weld County, Colorado O TOWN, CITY COUNTY Srpnahura; Till.: Chairman, - Board of County Commissioners Day / 9/77 rg Sgnawre (MeV): le: Weld County Clerk and Recorder DM : 9/27/89 If p mises ar local - within a tow or city, the above approval should be signed by the mayor and clerk, if in a county, then by the chairman of the board of county commissioners and the clerk to the board- If, by ordinance or otherwise, the local licensing authority is some other official, then such approval should be given by such official. 891102 Page 4 of 4 z Oup 2 Z A a H 1 0 2 o Ht W •Ca 0 O HI:4 Al 67 W W A £ O W O W U a3ca 2 O in p oaa� z H 0 en Cr) U A S8610000 DOSE wind Sd Nti 1 8911'2 apigaiAl_74RRANTY DEED THIS DEED is made this 13th day of September, 1989, between AMO PARTNERS, a Colorado General Partnership, of 1055 Auraria Parkway, Suite 100, City and County of DenverState of Colorado, Grantor, and CONOCO, INC., a Delaware Corporation, of 600 N. Dairy Ashford, City of Houston, County of Harris, State of Texas, Grantee. WITNESSETH: That the Grantor, for and in consideration of the sum of Ten Dollars and Other Good and Valuable Consideration, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold, and conveyed, and by these presents do grant, bargain, sell, convey, and confirm, unto the Grantee, its successors in interest and assigns, forever, all the real property, together with improvements, if any, situatelying, and being in the Countyof Weld, State of Colorado, described as follows: See Exhibit "A," attached hereto and incorporated herein by reference. Also known as 12354 Weld County Road, Brighton, Colorado 80601. SUBJECT TO a deed of trust in favor of FIRSTBANK OF WESTLAND dated April 21, 1983, and recorded June 2, 1983, in Book 998 as Reception No. 1929004 of the Weld County, Colorado, records, which Grantee assumes and agrees to pay TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues, and profits thereof; and all the estate, right, title, interest, claim, and demand whatsoever of the Grantor, either in law or equity, of, in, and to the above bargained premises, with the hereditaments and appurtenances. TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the Grantee, its successors in interest and assigns forever. The Grantor, for itself and its successors in interest and assigns, does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above -bargained premises in the quiet and peaceable possession of the Grantee, its successors in interest and assigns, against all and every person or persons claiming the whole or any part thereof, by, through, or under the Grantor, except the encumbrance to which the property is taken subject to as specified above. IN WITNESS WHEREOF, the Grantor has executed this deed on the date set forth above. AMO PARTNERS Gener• P By STATE OF COLORADO ss. CITY AND COUNTY OF, DENVER Co orado tner-hip /ii/./ G. ARNOLD ing Partner The foregoing instrument was acknowledged before me this 13th day of September, 1989, by HAROLD G. ARNOLD, Managing Partner of AMO PARTNERS, a Colorado General Partnership, Grantor. Witness my hand and official seal. My commission expires /2-i- /9q2 Notary Public DKV/VEMTA/HDAMO.WELD 8911C2 A parcel of land in the S1/2 of Section 31, Township 1 North, of Range 66 West of the 6th P.M., WELD COUNTY, COLORADO, desc;ibed as follows: BEGINNING at the Southeast corner of that part of the S1/2 of said Section 31, lying West of the right of way of the Union Pacific Railroad Co.; thence West 1140.4 feet along the South line of said Section 31; thence North 30.0 feet to a point on the North right of way line of County Road; said point being the TRUE PONT OF BEGINNING; thence North 125.0 feet; thence West 158.6 feet, more or less, to a point on the East right of way of U. S. Highway No. 85; thence Southwesterly along the arc of a curve to the left a distance of 78.4 feet, the chord of which curve bears S12'33'W, a distance of 78.4 feet and the radius of said arc is 5805.0 feet; thence S36.09'E, a distance of 60 feet, more or less to a point on the North right of way line of said County Road; thence East 140 feet more or less to the POINT OF BEGINNING. EXHIBIT A 891102 INTERIM MANAGEMENT AGREEMENT VENTA, INC. AND CCN O -SERVICES INC. THIS INTERIM MANAGEMENT AGREEMENT ';"1.; eaivant"j is entered into this 13th day of September, 1989, between YENTA, INC., ("Owner"), and CCNO-SERVICES INC.,,. ("Manager"), for the operation of the following businesses: 1. See "Exhibit A" attached hereto and made a part hereof by this reference thereto. $ E g I T A l 1: A. Owner owns twenty-two (22) 3.2% Fermented Malt Beverage Licenses and is the sublessee and operator of the Premises as referenced above. B. Manager has already applied to the appropriate authorities to change the ownership of said licenses to Manager. C. Owner and Manager desire to enter into this Agreement for. the purpose of setting forth the tc.et proconditions under which the Manager will manage the tiufiness during said applica- tion procedure and to provide for a lawful and orderly transi- tion of ownership with respect to the licensed premises. 891102 NOW THEREFORE, IT IS AGREED AS FOLLOWS: 1. : APPOINTMENT OF MANAGER. Owner hereby appoints the Manager to manage the businesses for the term specified in Section 2. of this Agreement. The Manager hereby accepts such appointment and agrees to perform a$d satisfy each of the obligations and duties of Manager under the provisions of this Agreement. 2. TERM. The term of this Agreement shall commence on September 13, 1989, and shall continue until the Manager receives approval of each:of its applications for change of ownership from the State of Colorado and from the appropriate local licensing authority, unless otherwise terminated by this Agreement. In the case of a breach of this Agreement by either Owner or Manager, the party not in breach may terminate this Agreement upon ten (10) days prior written notice to the party in breach. It is agreed that the termination of this Agreement shall not relieve or release the party in breach from any obligations accruing under the provisions of this Agreement prior to the effective date of the termination, or, from any obligation which, under the provisions of this Agreement, is to survive termination. It is agreed that agents and employees of the Manager may enter onto the Premises for a reasonable period of time after the termination of this Agreement for the purpose of performing clean-up and restoration operations pursuant to other sections of this Agreement. -2- 8911022 3. DUTIES OF OWNER TO SUPERVISE MANAGER. Owner shall supervise the Manager with respect'to'the•ongoirig day-to-day operation and management of the Premises in accordance with applicable law. 4! PUTIES OF MANAGER. DuringAthe entire term of this Agreement, Manager shall be the exclusive Manager of the business and in connection therewith, shall have the following duties and obligations: A. The business shall be operated by the Manager as gas stations with convenience stores.'' B. The Manager shall operate the business in such manner.:. as to comply with all laws, statutes, ordinances and governmental rules and regulations applicable to the proper conduct of the business. Manager shall comply with health, safety, licensing and zoning requirements applicable to the business or the Premises -upon which the business is located. Without limiting its obligations above, Manager shall operate the businesses in full compliauce'with`the provisions of the 'Colorado Beer Code and shall take any and all action required to preserve and maintain in good standing the 3.2% Fermented Malt Beverage licenses held by the Owner for the operation of the business. In this regard, Manager represents to Owner that all stockholders, directors, officers,'and partners of the Manager are of the good moral character necessary to manage a business licensed to sell alcoholic beverages in the State of Colorado; -3- 8911C'2 C. Manager shall maintain all property used in the operation of the business in a condition that is not less favorable than the condition existing at the time of the execution of this Agreement. Manager shall maintain safety and order in the Premises in which the business is operated and shall not permit loitering in such Premises or on the sidewalks, alley or other public areas adjoining such Premises, if any. D. Manager shall hire, contract for, discharge and pay all servants, employees and contractors required for the proper operation of the business. The Manager shall be responsible for the payment of all compensation and other sums payable to such servants, employees and contractors, and for the collection and payment of all workmen's compensation, unemployment compensation, FICA charges, federal and state withholding taxes and other employee charges arising out of or related to the employment or engagement of such servants. Not— withstanding the foregoing, the Owner shall have the ultimate control over said employees pursuant to the terms of this Agreement, as required by the State of Colorado Beer Code. E. Selection of entertainment and the scheduling for such entertainment shall be the sole resjon£cility and under the complete control and authority of the Manager. F. Operation of the business shall be the total responsibility and under the complete control of the Manager subject only to compliance with the provisions of the ordinances —4- 8911.C2 of the local jurisdiction, and the statutes of the State of Colorado. During the term of this Agreement there will be no alterations of nor interference with the normal hours of business operation set by Manager. It is agreed by the parties hereto that continuity of operation'`and consistent business operation hours are significant factors in the successful management of the business pursuant to this Agreement. G. Advertising and promotion of the business shall be the total responsibility and under the complete control of the Manager. Furthermore, the parties hereto agree to cooperate in good faith with respect to the advertising and promotion of the business. H. Caner and Manager agree to cooperate in good faith with respect to maintaining reasonable ingress and egress to the Premises during business hours. I. Manager shall be responsible for the janitorial service and attendant maintenance functions for the interior of the Premises. J. Manager shall be allowed to use any and all business equipment, kitchen equipment, ice machine and other retail equipment presently located on the Premises, either as fixtures or otherwise. Furthermore, a written inventory of such equipment shall be provided to Manhtjer by the Owner prior to the commencement of the operation pursuant to this Agreement. Manager shall have the option to install and use such other, —5- 8911'2 equipment for the operation of the business as to the Manager seems reasonable and proper and any such equipment so installed or otherwise employed by the Manager shsil remain the property of the Manager and may be removed upon the termination of this Agreement if such removal be reasonable and will not cause damage to other fixtures or the Premises. K. Manager shall keep Owner advised as to insurance requirements for the Premises and shall obtain insurance with such coverages and in such amounts as may be appropriate for the Premises or as required by Owner. Manager shall promptly investigate and make a full written report to Owner as to all accidents or claims for damage relating to tai: ownership, operation and maintenance of the Premises, including any damage or destruction to the Premises and the estimated cost of repair. Manager shall also(c.00perate with the assertion of any claims as requested by Owner and make any reports required by any insurance company providing coverage for the Premises as authorized by Owner. 5. RECEIPTS. EXPENSES AND SALES TAXES. During the entire term of this Agreement, Manager shall have the following duties and obligations with respect to the gross receipts, operating expenses and sales taxes of the business: A. Manager shall be soleiy responsible for the collection of all "gross receipts of the business, realized from the operation of the business. The term "gross receipts" 891102 as used in this Section 5. shall mean all funds and revenues of. every kind or nature realized from the operation of the business, including those realized from the sale of food and beverages, and those realized from vending and music machines located on the Premises, but excluding sales taxes collected by the Manager from the customers of the business. B. Out of the gross receipts realized from the operation of the business in any calendar month, Manager, as the agent for Owner, shall make payment for and shall be responsible for the payment of all "operating expenses" of the business for that same calendar month. The term "operating expenses" as used in this Section 5. shall mean any and all costs and expenses incurred in the operation of the business, including, but without limitation to, rent, inventory purchases, utilities, and other costs and expenses incurred in connection with the operation of the business. C. Manager shall collect from the customers of the business all sales taxes due on the sale of food and beverages from the business and shall periodically remit the same for, and on behalf of, the Owner as hereinafter provided. D. On or before the fifteenth (15th) day of each calendar month during the term of this Agreement, Manager shall deliver to the Owner the following ". (1) a statement duly certified by the Manager of the gross receipts realized from the operation of the business /-7- 8911'2 during the preceding calendar month.. Each such statement shall contain a breakdown of the gross receipts showing the amount thereof attributable to the sale of food and liquor and the amount derived from the operation of vending and music machines located on the Premises; (2) a written listing of all operating expenses incurred in the operation of the business during the preceding calendar month and evidence satisfactory to the Owner that such operating expenses have been fully paid or will be fully paid prior to the time when the same shall be due and payable; (3) a statement of all sales taxes or additional taxes which Manager shall remit on behalf of the Owner pursuant to other terms of this Agreement, which have been collected by the Manager in connection with the operation of the business during the preceding calendar month; (4) evidence of the payment of such taxes; and (5) a statement of the "net profit" pursuant to the calculations above -referenced. 6. COMPENSATION OF MANAGER. As sole compensation for services as provided for herein, Manager shall be entitled to a sum equal to the "net profit" as set forth above, less a payment to the Owner of One Hundred Dollars ($100.00) per month. 7. 1,IOUOR AND FOOD INVENTORIES. An inventory of the liquor and food on hand, owned by Owner, shall be furnished by -8-- 891122 the Owner to the Manager prior to the effective date of this Agreement as set forth above. 8. 'MANAGER'S RELATICNSHI? TO OWNER. It is understood that the Manager's relationship to Owner during the term of this Agreement shall be that of independent contractor. Manager shall be vested with only those agency powers specifically set forth in this Agreement. Manager does not and shall not guarantee any debts of Owner. Neither Manager nor Manager's. employees shall have the capacity to involve the Owner in any contract or obligation of any nature whatsoever, nor shall Manager have the capacity to incur any liability on the part of • the Owner. 9. INDEMNITY. Manager shall indemnify Owner for all losses, damages or expenses, including attorney's fees and court costs, if any, suffered by the Owner arising out of or resulting from the conduct of the business by Manager. 10. TNSURANCE. Manager shall carry at its own expense and with carriers acceptable to Owner the insurance reasonably specified from time to time by the Owner. 11. SUBORDINATIGN. This Agreement is and shall remain subject and subordinate to all mortgages; deeds of trust, or instruments of indebtedness or documents evidencing an interest in real estate, of any kind or character which may now or hereafter be placed. of. record or pertain to the real, or personal property relating to the Premises, and shall be further -9- 891102 subject and subordinate to all renewals, modifications, and extensions thereof. 12. APPOINTMENT. Pursuant to the Beer Code of the State of Colorado, Manager shall have the right and duty to designate an individual person to apply, qualify as, and serve as the "Manager" as the same is defined in said Beer Code. The Manager covenants to report to the Local Liquor Licensing Authority said change within five (5) days and qualify said individual manager within thirty (30) days of the execution of this Agreement. 13. NOTICES. Any notices required under this Agreement shall be deemed given or served when delivered in person to the proper party, or when deposited in the United States mails with adequate postage prepaid and sent to the following addresses: If to the Owner: ATTN: 14. With a copy to: If to the Manager: With a copy to: ATTN: ATTN: ATTN: ATTORNEY'S FEES. In the event that any party takes legal action against another in order to enforce the terms of -10- 89112 this Agreement, any party in whose favor final judgment is entered shall be entitled to recover from such other party reasonable attorney's fees, fees to be fixed by the court which shall have rendered such judgment and court costs. 15. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective heirs, representatives, and successors. Assignment of this Agreement shall be made only with the prior written consent of the other party. 16. REMODELING. Manager may do remodeling and alterations to the Premises, provided said remodeling or alterations are not of a major structural nature, and approval for the same is not required by the State of Colorado Beer Code. 17. APPORTIONMENT. For any calendar month during which this Agreement has not been in full force and effect during the entire month, all expenses and payments for which Manager is responsible shall be apportioned between. Manager and Owner on the per diem basis of the partial month for which this Agreement was effective. 18. APPROVAL. This Agreement is conditioned upon the approval of. the local licensing authorities and the State of Colorado. 19. CHOICE OF LAW. In thet event of any question concerning the construction or operation of this Agreement, this Agreement shall be construed and interpreted pursuant to the laws of the —11— Sg11Y2 State of Colorado. The parties agree that the choice of Colorado law is not arbitrary but is chosen because this contract is to be performed within the State of Colorado. 20. CONDITIONS PRECEDENT. This document shall not be effective between the parties, unless and until that certain "Interim Sublease", dated September 13, 1989, by and between KAYO OIL COMPANY, Sublessor, and VENTA, INC., Sublessee, is executed. IN WITNESS HEREOF, the parties have executed this Agreement as of the day and year first OWNER: above written. MANAGER: CONO-S y // -12- 8911'2 JC.r •a O7 j4i.,, u�—'_. MVD DILL 303 777:3023 P.2,3 EXHIBIT A AMOR 06363 14531 E. Alameda, Aurora, 80012 BERTHOUD 06368 1095 First St., Berthoud, 80513 BOULDER 06369 3375 28th St., Boulder, 80301 BOULDER COUNTY 06352 4200 N.E. County Line Rd., Erie 80516 #06377 7960 Niwot Rd., Niwot, 80544 BROOMFIELD 06370 1601 Hwy. 287, Broomfield, 80020 COMMERCE CITY 06360 4981 E. 64th Ave., 80022 DOUGLAS COUNTY 06366 7130 E. County Line Rd., Highlands Ranch 80126 GOLDEN 06361 2449 Ford St., Golden 80401 JEFFERSON COUNTY 06364 7444 W. Chatfield, Littleton 80123 06365 5600 S. Simms St., Unit A, Littleton 80123 #06375 15900 W. 44th Ave, Golden, 80401 LAFAYETTg 06373 802 S. Public Rd., Lafayette 80026 891102 SEP 11 '89 14:48 D' AND DILL 303 777 3823 P.3,3 LAKEWOOD #06378 10815 W. Jewell Ave., 80226 LARIMER COUNTY 06354 3809 Mulberry, Fort Collins 80521 06358 5009 N. Garfield, Lovelanc'. 80537 LONGMONT 06356 1801 Hover Rd., Longmont, 80501 LOVELAND 06357 1260 14th Street S.W., Loveland 80537 THORNTON 06372 1550 "A" W. 88th Ave, 80221 06374 2350 E. 120th, 80223 WELD COUNTY 06355 12354 Weld County Rd., Brighton 80601 WESTMINSTER 06367 774 W. 120 Ave., Westminster, 80234 #06376 8113 W. 94th Ave., 80020 8911'2 'INTERIM SUBLEASE CON O -SERVICES INC. AND VENTA, INC.. THIS INDENTURE of Sublease made the'I3th "day of September, 1989, by and between CCNO-SERVICES INC., as "Sublessor;" and VENTA, INC., as "Sublessee." The Sublessor, in consideration of the rents reserved herein— after described, and of the terms, covenants, conditions, and agreements on the part of the Sublessee, Sublessor does hereby demise and Sublease to the Sublessee, and Sublessee does hereby Sublease from Sublessor, the following described property herein— after referred to as the "nemiaed A. See "Exhibit A" attached hereto and made a part hereof. TO HAVE AND TO HOLD the Demised Premises for a term commenc- ing on the 13th day of September, 1989, and continuing only until Sublessor has achieved a successful transfer of the ownership of the 3.2% Fermented Malt Beverage license with respect to each location of Exhibit A. 1. Sublessee agrees to use the Demised Premises as gas stations and convenience stores and for no other purposes without the prior written consent of Sublessor which shall not be unreasonably withheld. 2. During the term of the Sublease, rent for the Demised Premises shall be the sum of One Hundred Dollars ($100.00) per month. 3. The parties hereto covenant and agree not to record this Interim Sublease. 4. This document shall not be effective between the parties unless and until the "Inte-rim.ManIgcr..c.,t Agreement" of even date herewith is executed by Sublessor and Sublessee here- under. x IN WITNESS WHEREOF, the parties have hereto caused this Interim Sublease to be executed as of the day and year first above written. SUBLESSOR: CONO-SE By: , ES INC. Title: LACe PdtSDCur Title: 8911"2 '. SEP 11 '89 14:47 , 1'- ND DILL 303 777 3823 AURORA 06363 14531 E. Alameda, Aurora, 800112 BERTHOUD 06368 1095 First St., Berthoud, BOULDER 06369 3375 28th St., Boulder, 80301 BOULDER COUNTY 06352 • 4200 N.E. County Line Rd., Erie 80516 #06377 7960 Niwot Rd., Niwot, 80544 BROOMFIELD 06370 1601 Hwy. 287, Broomfield, 80020 COMMERCE CITY 06360 4981 E. 64th Ave., 80022 DOUGLAS COUNT! 06366 7130 E. County Line Rd., Highlands Ranch 80126 GOLDEN, 06361 2449 Ford St., Golden 80401 JEFFERSON COUNTY 06364 7444 W. Chatfield, Littleton 804123 06365 5600 S. Simms St., Unit A, Littleton 80123 #06375 15900 W. 44th Ave, Golden, 80401 LAFAYETTE 06373 802 S. Public Rd., Lafayette 80026 80513 89110-2 SEP 11 '89 14,48 DA• 'gat1 DILL 303 777 3823 LAKEWOOD #06378 10815 W. Jewell Ave., LARIMER COUNTY 06354 3809 Mulberry, Fort Collins 80521 06358 5009 N. Garfield, •LONGHONT .06356 1801 Hover Rd., Longmont, 80501 LOVELAND 06357 1260 14th Street THORNTON 06372 1550 "A" W. 88th Ave, 80221 06374 2350 E. 120th, 80223 WELD COUN'T'Y 06355 12354 Weld County Rd., Brighton 80601 WESTMINSTER 06367 774 W. 120 Ave., Westminster, 80234 #06376 8113 W. 94th Ave., 80020 8.14., Loveland 80537 P.3/3 8911e2 r...... C..,n..;nnc Tnr JUL 15 1988 STATE OF COLORADO DEPARTMENT OE REVENUE SitWC itol Annex I175 shwman 1ireet Dcnvel, Colorado !10261 July 13, 1988 Cono-Services, Inc. Conoco #2 Inverness Dr. E. Englewood, CO 80112 Room 600 Liquor Enforcement Division Phone: (303) 866-3741 Re: Chain Store Application for Cono-Services, Inc. Dear Sir or Madam: This is to advise you that the State Liquor Enforcement Division has, at your request, created a "master file" for the above -listed applicant. As of the date of this letter our master file includes the following items which you have submitted: 1. Indivi';!al Hta✓,;y records (Foyn 404I) for the following persons: David Churl Richard Mat Douglas Ral John McClin es Rising hew Klotz ph Heinzer toc k 2.. Fingerprint cards bearing the names and birthdates of the persons listed in paragraph 1, above. All the fingerprint cards have been submitted by us to the Colorado Bureau of Investigation. The CBI and FBI have checked the prints and reportedly found no record of any criminal history. 3. Certificate of Authority or a Certificate of Good Corporate Standing from the Colorado Secretary of State which indicates that Cono-Services, Inc. is a corporation authorized to do business in Colorado. 891102 Cono-Services, Inc. July 13, 1988 Page 2 You must check with the local licensing authority to detennine what documents they may require to process your application. Please feel free to provide them with this letter --- as many local authorities will not require you again to submit certain documents to them if you have already submitted such documents to the State Liquor Enforcement Division. This letter will serve to inform the local authorities exactly which documents you have already submitted to the State Liquor Enforcement Division. Finally, once the local authority has approved your application, it must be sent to the Liquor Enforcement Division. The only documents which are needed by the Division are: 1. The approved application signed by the local authority; 2. The appropriate fees; 3. A copy of this letter; 4. Proof of possession of the premises; 5. A diagram of the licensed premises; 6. Completed form DRL-367, if manager's registration is required. Sincerely, n)�_ ar /,y l Herbert H. Porter Licensing Supervisor gtb ALl20S/1777S&4852c 891102 • • STATE OF COLORADO DEPARTMENT OF STATE CERTIFICAI h I, NATALIE MEYER, Secretary of State of the State of Colorado hereby certify that According to the records of this office CONO-SERVICES INC. (COLORADO CORPORATION) has complied with the applicable provisions of the laws of the State of Colorado and on this date is in good standing and authorized and competent to transact business or to conduct its affairs within this state. Dated: JULY 5, 1989 SECRETARY OF STA r 891102 • MASS Thoaea C. 'Potato Barbara A. Dawson Pierre D. Rein Vert/ nine ounce.. ARTICLES OF 1NCORPORA- . •r •3tLtl: • OP bb4(•= Ifs EIVED Conositeretcea Ire. We, the undo gn plot pentads of the age of tweotyt• lnoorporel{Ks n it4 orbr►eod tinder the Colorado Corporation a• of lucor4"YYtti6U Tar such corponton: rust: The nsnoa of the eorywrstlos 4-.__.___.-......_— Corso-dervlcee Inc. SECOND: The period of its dur►Uoa Derpetuei .. THIRD: The purpoas or pprptage for which the out retie: The Lrwaetlon of all 1awfulbustnees tar wits be Lncorporated Pursuant to the Colorado Corp: FOURTH: The aggregate number of alarms which the corporation shall revs .ji�ity to •one thousand (1,000) Coeaon ahe.res r a par value o lasses Ia..._.......-— One Dundred Dol.lare_($100) each. 115TH: cumulaUve voting of shares of seek It. .luthorta.d. SOfTTT: Provisions limiting or denying to sharoboo))ofni the preemptive right to sequin additional at treasury slates of the carpal -idiom an: SEVFAITTt: Tlt; sc'tusaa of the Initial rcgtstottal alike at the corporaUoa _.P114.421i!1T,J. lls_r9rORPO OQ20' and the name of Its Initial registered agent at such address ILTIfr.. C0RICIMTION C *IP IY FICIITfT: Addrwt of the 'place of Orchard Plana IV, 5990 South gyrectua Street, t?nglewood, Colorado U0111 j anaenass ngYwna 0114.) NDrtli: The numbs of dbecton constituting the Initial board of director. of the corpora- • . tin b corpora - three 13)sad the names and addresses of the persona who are to nerve as directors • until the tint annual meeting of sbarehnklen or until their successors are elected and shell qualify arc (At Inset 3.) Was. Richard M. Klotz Ronald A. Welch Pat C. Dutcher/ 6949 South UMTHT? Way Englewood Colorado 100�1112 .'adO Llt7kkyes:40i4 Ca or. (oeD002120---- —L.tLtltLon,OColorado UO� M TENTIT: The ears aid address or each Incorporator Is: (At leant 3.) assess 1633 Broadway, Nee York, N.Y. 10019 1633AroadweyTKfeuio k; (X 10019 •1633Throadr y, —New Terk; ICAr 10019 L-1 r!N k..rse�— img TOM STATE OF-__.._... s..._....__._..". .__....._.- ..fie',.: ._.. /-.. �` COUNTY �OF""._." TOPIC 1ss. Piorre u.. hilt -� I..,Mc.hatrli _._ AOre ., a notary public, herb entity '""r on the. lithtIe. li '" •lfhOmdn c. T3tntro,II4rb1�1ta Dermot of January_..., 10... 7pereonauy appeared before nit._......_._...__._-_..."...._«._..__ Pierre D. Roll end.._......_..............._...................„_..__..�., who being by me first duly sworn, severally declared that they are the pentium who slined the tangoing document u Incorporators, and that the statements therein contained are true. In w0.neos whereof 1 have hereunto set my hand and seal LWa._.111J1y of._._.JQIIU.IU'Y-, A. D. i0......:.... aim t.,r:' ^.... -.. "••••:-! My eaumlaelon txptres..._....rhe..-i t'_—:-•.' '`r- [uyy,a.rY i1y'LY. Y•/1 J i.r 1%�,�+ Sutett is Implicate — -tows "Jaw'Y`"""��' Notes if tile fore Is nod - "SWAIIT IN DUPLICATE** mesas the of iKin 1 end cmrbe• 17 - TYPED. This fors t. me oceeptsbls with ATTACHMENTS is TYPING ON IIEYEJISE SI If then Is not sdegests specs. Fern DI any be end as • petters er geld.. Nese. ems lqd is letter ales typ- t.g paper. Typo as ens side ashy. Sham of stack must Faye • dellar smesal p.r woks, r • statement that each elms. Is eras per value." (COLD. - 119 - li/3/69) 8911C2 zUTT6e CONO-SERVICES INC. CONSENT ACTION OF DOARD OF DIRECTORS MAY 1, 1907 The undersigned, being all the directors of Cono-Irvices Inc. (the "Corporation"), a Colorado corporation, hereby waive the holding of the annual meeting of directors, and, pursuant to Colorado Corporation Code Section 7-4-122, hereby consent to the adoption of the following resolutions and to the action contemplated therein: 11 RESOLVED, That the following persons be, and each •hereby is, elected to the office of the Corporation set opposite their names, effective as of May 1, 1907, to serve until their successors are duly elected and qualified: R. M. Klotz- President D. C. Rising - Vice President D. R. Heinzer.- Secretary E. H. Case, III - Treasurer E. S. Dunn - Assistant Secretary C. Szafranski - Controller FURTHER RESOLVED, That the Secretary of the Corporation is hereby instructed to retain a fully executed copy of this unanimous Consent Action of the Board of Directors in the permanent records of the proceedings of the Board of Directors of the Corporation. R. M. K of ✓'J D. I inter Jr D. C. RIsi '4 891102 CONO-SERVICES INC. CONSENT ACTION OF SOLE STOCKHOLDER MAY 1, 1987 The undersigned, Conoco Inc., a Delaware corporation, being the sole stockholder of Cono-Services Inc. (the "Corporation"), a Colorado corporation, hereby waives the holding of the annual meeting of stockholders, and, pursuant to Colorado Corporation Code Section 7-4-122, hereby consents to t1se.adoption of the following resolutions and to the action contemplated therein: RESOLVED, That the following persons be, and each hereby is, elected: to serve as directors of the Corporation effective May 1, 1987, to serve until their successors are duly elected and qualified: R. M. Klotz D. R. Heinzer D. C. Rising FURTHER RESOLVED, That the Secretary of the Corporation is hereby instructed to retain a fully executed copy of this Consent Action of Sole Stockh'lder in the proceedings of the stockholder of the Corporation. 'CONOCO INC. By: A. w. Dunham Executive Vice President 8911"2 • To LIhnm t 1. tiny Cnnrerr.t I, Fdgar H. Case III. resign as tr.,i,.rer• of ("ono Services Inc., effective November 1, IQAB. 6)e4 6' C rd.1..r H. C4000 lit a rr 8911C2 CONO-SERVICES INC. CONSENT ACTION OF BOARD OF DIRECTORS November 1, 1987 The undersigned, being all the directors of Cono-Services Inc. (the "Corporation"), a Colorado corporation, pursuant to Colorado Corporation Code Section 7-4-122, hereby consent without a meeting to the adoption of the following resolutions and to the action contemplated therein: 4 • 4 RESOLVED, that J. H. McClintock be, and hereby Is, elected to the office of Treasurer of the Corporation effective as .of November 1, 1987, to serve until a successor is duly elected and qualified. FURTHER RESOLVED, that the Secretary of the ¢orporation is hereby instructed to retain a fully executed copy of this unanimous Consent Action of the Board of Directors in the permanent records of the proceedings of the Board of Directors of the Corporation. qt. \PY.\. D. R. Reinter g D. C. Ris ng • 8911C2 • GH 8401 - I (t/be) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION INDIVIDUAL HISTORY RECORD 1375 Sherman Slum Denver, Colorado 80261 To be completed by each individual applicant, each general end over 5% limited panner of a partnership, each officer, director, and over 5% stockholder of a public corporation, and the manager of the applicant. NOTICE: This individual History Record provides basic information which is necessary for the licensing authorities' investigation. ALL questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate leleehood will jeopardize the application ac such falawhood within iteell constitutes evidence regarding the character and reputation of the applicant. I. Nana oI Business: Cona-Services Inc. UeeW: 4/5/88 `JauU.lel bwurhy Number: 2. Your Full Name: (Iaselwrumuklle) Klotz, Richard Mathew 3. Also Known As: (maiden riunu/riia:knan,u, etc.) n/a 4. )Mailing Audios': (ii dialeruni from residence) Same NOUN TNaphorN: 5. Raeldencs Address: (Sowt and number, wry. state, zip 22103 Wickfield Dr., Katy, TX 77450 6. Is your residence: J OWNED O RENTED n/a it rented, hum whom? 7. Date of Birth: Place of Binh: Billings, Montana b. U.S. Citizen? DYES ■No If naiurulitsd, state Where: n/a When: n/a Naffs of U.S. Q ing Court: ti/a Naturalitauon Certificate No.: n/a Dace of Certificate: n/a If an alien, give Alien's Regisuaoon n/a Card No.: Permanent Residence Caid No.. n/a b. Height: 6' Weight: 200 Hair Color: Brn Eye Color: Brrt Sex: M Race: Cauc. 10. Do you love a Colorado [xJ YES ■ NO Onve?a License0 it'yus,' give number: 11. What is your relationship to the applicant? cor)lorate officer (sole owner, partner, corporate officer, direUor, aiockliower or manager): 12. If Stockhuider, Number of Shares Owned None Beneficially or of Recut d: Percent of Outstanding Stock n/a Owned: 13. II Partner, state whether: n/a El GENERAL ❑ LIMITED Percent of Partnership Beneficially n/a Owned: 14. Name of Present Employer: Conoco Inc. 15. Type of Business of Employment: Petroleum Marketing 16. Address of Business Where Employed: (street 600 N. Dairy Ashford, and number. city, suite, :ip) Houston, TX 77079 Business Telephone: 713-293-1524 17. Present Position: Manager, Pricing & Supply 16. Mantel Siaius: Married lb. Name of Spouse: (include maiden menu if applicable) Kay Shelver 20. Spouse's Dow of Baran, .^.pourw's Place of Birth: E:i' erlirl, North Dakota 21. Spouse's residence address, if different than yuula: (give street and number, city, sate. Same zip) 22. Spouse's Present Employer: None Occupation: n/a 23, Address of Spouse's Present Employer: it a 24. List the names) of all relatives workoie in the liquor lrldusiry, give thew: Name of Relative: Relationship to You: Position held: Name of Employer: Location of Employer: None CONTiiUtD ON REVERSE SIDE 8911`2 23. (Jo you r.ow, or have yuu •vw Iwld a direct Of k.rwwat u.Weat Ina :items of C4Uurarltr LJyuee, Or br« Lit..t.k.? IN yN; e>rt.rver In detail. YES ❑►+O Cono-Services, Inc. holds 3.2% FMB licenses in Denver, Boulder, Aurora, Jefferson County and Thornton, and is applying for several 3.2% FMB licenses throughout the State of Colorado. 26. Do you now. or have yuu ever had a dlrve or indirect merit In a ilquor a faro Icconse, or boon emy,luyod In a liquor or boor related business outside of the Suite of Colorado? it 'yips; de.c,ibe in derail. ❑ YES ❑x NO 27. Cleve you ewe been convicted of a crime, Rood, Imprisoned, placard on probation, (waived a suspended .a donor or lorfelled ball kw any oftensu in criminal or military cant? (Lei not Induct* traffic violrelions, unarm they r.sulled In suspaMdon or rmoocaoun of your Wives's learner., or you were ctntviclad of driving uncle( trio wmuunr e of alcoholic bavwrapws.) If yes," *sprain in detail. ❑ YES [2 NO 28. Have you over received a monsoon nodal, suaperrakrn or revocation for a Ikiuor law violation, or bean dr,n„ad a liquor or boor hconse anywt.vru in the U.S.? It 'yes; *.Wain in await. ❑x YES ❑ NO Cono-Services Inc. had its 3.2% FMB licenses suspended for 10 days in Jefferson County 12/84 for selling to a minor. 29. Have you awe held a gambling or owning limns* or owned a federal Gwnbling Stamp? II yes; **lain In dotwl below. ❑ YES [] NO Sheet wheal: 11/a Year: City: Slue: Su te4'sderal: Year: City: State: 30. Military Service: (branch) U.S. Army From: 1961 To: 1964 Serial Nu.: Type of Drxtrarou: Honorable 31. list aU addroww where you hew lived for the last five yews. (Attach separate shoot if nor' -vagary) Suit and Number City. Stew, Zip From: To: 22103 Wickfield Dr. Katy, TX 77450 6/85 Present 6449 S. Olive Way Englewood, CO 80112 1980 6/85 32. List all lormer empluywu or businusees eng.aud in within der lest flv* yews. (Anech separate shoots if necessary.) Name of employer:. Address: (sweet. number, qty, state, zip) P Position Hold: From: To: Conoco Inc. 77079 600 N. Dairy Ashford, Houston, TX Mgr. Priciig & Supply 1982 Present Conoco Inc. 555 17th St., Denver, CO 80202 Asst.Div.Mhr. 1980 1982 33. List the names and attach letters of nmrnmsndatton from eves persons who u.n vouch far your good character and fitness In Nano of reference: connection Address: (street, nun lwr. city, slaw, zip) with tina app ton. No. of Years Known: Carol J. Wilson 1126 Crossfi.eld Dr., Katy, TX 77450 10 Jim Leach 1715 Hickory Chase Dr., Katy, TX 77450 10 yron Cook 91 S. De Frame Way, Golden, CO 80401 17 OATH OF APPLICANT I declare under penalty of perjury in the second degree that I have read tea foregoing application and all attachments thereto, and that all information therein is true, correct, and complete to the best of my knowledge. Simpered: Title: President Date: 8911t`2 DH x401 . I (title) COLORADO DEPARTMENT OF Ii0/ENUE LIQUOR ENFORCEMENT DIVISION 1375 Sherman Street Denver, Colorado 80261 INDIVIDUAL HISTORY RECORD To ba completed by each individual applicant, each genn.ral and over 5% limited partner of a partnership, each officer, director, and over 5% stockholder of a public corporation, and the manager of the applicant. NOTICE: This individual History Flawed provides basic information which is necessary for the licensing authorities' investigation. ALL questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will Jeopardize the appticatlon as such telawhood within hood constitut.. evidence regarding the charoct.r end reputation of the applicant. 1. Name or business: Corso —Services Inc. 2. Your Full Name: (IaavhrsVmiddle) Rising, David Charles 4. )Mailing Address: (il dales wit hum residence) Same 5. Reeldenc• Addreee: (street and number, city, stale, zip 20118 Chateau Bend Dr., Katy, TX 77450 Dew: 4/5/88 Social Security Number: 3. Also Known As: (maiden rwnwrni:lul.une, etc.) n/a Home Telephone: 6. Is your residence: 7. Date of Birth: ® OWNED ❑ RENTED n/a II ranted, from whom? II naturMix d, &WW whuie: n/a Place ol Birth: Pittsburgh, PA 8. U.S. Citizen? ❑ YES ❑ NO when: n/a None ol U.S. Distna Court: n/a Naturalization Cersficate No.: Date of CertificeW: If an alien, give Alien's Registration Card No.: Permenant Reaidenou Card No.. n/a n/a n/a n/a 9. Height: Weight: Hair Color: Eye Color: Sex: Race: 10. Do you have a Colorado Unvurs License? If 'yes; give number: 5'10" 160 Brn Blue Male Cauc. ❑ YES [q'NO 11. What is your relationship to the applicant? (sole owner, pawner, corporate officer, director, stochhu.aw or manager): Vice President 12. II Stockholder, Number of Shores Owned Beneficially or o1 Rucrrd: n/a 13. If Purtrwr, state whether: n/a ❑ GENERAL ❑ LIMITED 14. Name of Present Employer: Conoco Inc. 16. Address of Business Where Employed: (street and number, city, state, zip) 600 N. Dairy Ashford, Houston, TX 77252 17. Present Position: Assistant Treasury Manager tfl. Marital status: Married Percent ci OWHlaraling Stock Owned: n/a Percent of Partnership Beneficially Owned: n/a 15. Type of Business of Employment: Petroleum Company Business Teiepnone: 713—'2x93-1172 19. Name of Spouse: (induct, maioen name if applicable) Marilyn I. (Manning) Rising 20. Spouse's Date of Birth: Spouse's Place 01 Birth: Pittsburgh, PA 21. Spouse's residence address, it different than yours: (yaw street and number. oty, slate, zip) Same 22. Spouse's Present Employer: n/a 23, Address of Spouse's Present Employer: nl a 24. List the names) ol all relatives working in the liquor industry, give their: N.unu of Relative: Ruietiwuhip to You: Occupation: rt/a Position held: Name of Empryer: None Location of Employer: Cc)NTINUED ON REVERSE SIDE 8911'`2 25. Do you now, OYES or ■ haw you over' held a direct or indirect Inwrwt in a Shwa of Cwardu Llyura or Sow Lk wnea? If yes; drawer in detail. Cono—Services,' Inc. holds 3.2% FMB licenses in Denver, Boulder, Aurora, No Jefferson County and Thornton, and is applying for several 3.2% FMB licenses throughout the State of Colorado. 26. Do you now, or have you sow had a direct or Indltrct btweet In a liquor or b.w borrow, or bean err>Nloyed In a Iiquor'or bear r.lar.d business ouuldo of the State of Cotorsdo? 1t yes,' oewtbe in datell. 0 YES ❑ NO 27. Have you ever been convicted of a ulms, flnwl, lnipri.oned, plated on probation, received a suspended .enertca or brl.ttad ball fur any *dense in cnminel or military court? (Do not Induso sonic vwtasuns, unleev Or.y moulted In ausp.nelon or revocation of your drivels dune,. or you wore convicted of driving undo( lie Influence of alcoholic b.veredes.) if yea; aspirin In detail. ❑ YES x❑ NO 2i1. Have you ever received a violation noflos, suspension or ievuCauon krr a liy.ior lea violation, or been ramrod a liquor or boor license ari)whore in the U.S.? If 'yes, .xparn In d.uul. License was suspended 10 days in Jefferson County 12/84 for sellin to © YES ON a minor. 29. Have you over held a gambling or gaming liaise or owned a Federal Genwling Sump? II yea; explr+n in detail below. [l YES ® NO Swt.lFederal: n/a Year: City: State: Slaw* *aorta : Yaw: City: Swot: 30. Manor, Service: (branch) None From: To: Serial No.: Typo of Discharge: 31. List all addrveaas Wtw,ta you have lived for tie last rive yaws. (Allach separate sheet tI n..essery) Strew and Number City, Suite, Zip From: To: 10/84 1/81 7894 S. Magnolia Way Englewood, CO 80112 3/81 7/77 2721 Homestead No. Ponca City, OK 74601 32. List all lamer em to en or bonrwsses waja..d in within the last flvejears. (Attach mow ate .trusts if necessary.) Nano of emplo er:• Address: (aurora, number, dry, state, zip) Position Held: From: To: Conoco Inc. 600 N. Dairy Ashford, Houston, TX 772i2 Treasury rf8j.. 7/77 Present 33, List the names and atwch tenors of r.uomrr endation hem three person. who can vouch for your good imwaeter and fitness In carom:lion with this application. Nana of relerenct: Address: (sr.et, number, city, state, zip) No. of Years Known: Thomas J. Casbeer 18023 Mount Field, Houston, TX 77084 10 Douglas E. Beeter 1134 Rennie Dr., Katy, TX 77450 5 R. Allen Stapleton 9550 Ella Lee Lane, Houston, TX 77063 5 OATH OF APPLICANT I declare under penalty of perjury in the second degree that I have read the foregoing application and all attachments thereto, and that all informatio" therein is true, correct, and complete to the best of my knowledge. Singature: Tie*: Vice President Data: 8911.02 UN 6441 - I Wed) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFOftiCEMENT DIVISION 1375 Sherman Strout Donvur, Colorado 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, each general and over 5% limited partner of a partnership, each officer, director, and over 5% stockholder of a public corporation, and the manager of the applicant. NOTICE: This individual History Record provides basic information which is necessary for the licensing authorities' investigation. ALL questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will jeopardize the application ee such falsehood within Itself constitutes evidence regarding the character and reputation of the applicant. 1. Nona of Business: Cono-Services, Inc. Dear: 4/5/88 Social Swcwlty Number: 2. Your Full Name: (laautestrnsddle) Ileinzer, Douglas Ralph 4. )Mailing Address: (if different horn residence) Same 3. Also Kniswn As: (maiden ramdnw:knante, etc.) Doug Hume Telephone: 770-2820 5. Residence Address: (street and number, city, slate, zip 6133 E. Long Circle N., Englewood, CO 80112 6. Is your residence: [x] OWNED O RENTED II rented, from whom? n / a 7. Date of Birth: Place of Birth: Tampa Florida 8. U.S. Citizen? [J YES ON II naturalized, stew where: n/a When: n/a Name of U.S. District Cowl: n/a Naturalization Certificate No.: n/a Dave of Cerofreale: n/a If an alien, give Aliens Registration Card No.: n/a Permanent Residence Card No n/a O. Height: 5'8" Weight: 150 Hair Color: Lt.Br. Eye Color: Creen Seri: M Race: Cauc. 10. Do you have a Colorado Dnver's License? If -yes' give number: EYES x❑NO 11. What Is your relationship to [ha applicant? (sole owner, panner, corporate officer, director, atockholdw or maruper): Corporate Officer 12. It Stockholder, Number of Shares Owned Beneficially or of Record: None Percent of Outstanding Stock Owned: n/a Percent of Partnership Beneficially Owned: n/a 13. If Partner, state whether: n/a O GENERAL LIMITED 14. Name of Present Employer: Conoco, Inc. 16. Address of Business Where Employed: (street and number, city, state, zip) IS. Type of Business at Employment: Petroleum marketing and convenience storLS 80112 #2 Inverness Drive East, Suite 202, Englewood, CO 17. Present Position: Retail Sales Manager 18. Marital Status: Married 20. Spouse's Data of Birth: Spouse's Place of Birth: 12/ TX 21. Spouse's residents) address. if different than yours: (give suet and number. city. state, zip) Same Business Telephone: 303-649-4043 10. Name of Spouse: {indorse maiden name if applicable) Kerry K. Heinzer 22. Spouse's Present Employer: n/a 23, Address of Spouses Present Employer: n/a 24. List the name(s) of all relatives working in the liquor industry, give their: Occupation: nJ a Name of Relative: Relationship to You: None Position held: Name of Employer: Location of Employe: CONTINUED ON REVERSE BIDE 8911 '2 25. Do you now. va Iwo* yuu ever hem a direct or indirect iniereet In a Shwa of Coilaadn 141. or b...91 Ltcrnse? N No mower In detail. Cono—Services, Inc. holds 3.2% FMB licenses in Denver, Boulder, OYES ❑NO Aurora, Jefferson County, and Thornton, and is currently applying for several 3.2% FMB licenses throughout the State of Colorado. 28. Do you now. or hew you ever had a direct Colorado? If yes; deecrlbu In local. or Indirect internal In a liquor or beer license, or been smp(oyed in a liquor or beet related busln es outside ol the State of ■ YES IKI NO 27. Have you ever been convected of a crime, court? (Do not inirudie Ironic violations, of alcoholic beverayee.) N yes; captain fined, imprisoned, pre -ad on probation, received a sueperased sentence or Welted ball for any alien.. in rrimi el or military unless they reMuled In suspenNun or revocation of your drivers ken.., or you were convicted of driving unct r the infiuenca in decrial. I YES ® NO 28. Have you ever received a violation notice, suspension or revocation tit a liquor lets violation, or been denied a liquor or beer license anywhere In the U.S.? II yes; explain in detail. Cono-Services Inc. had a license suspended 12/84'in Jefferson County for [] YES ❑ NO selling beer to a minor 2g. Have you ever held a gambling or gaming Sense or wined a Federal Combing Stamp? If yes; explain in detail below. YES []x NO State/Federal: n/a Year: Coy: Sutta: State/Federal: Year: Coy: Suite: 30. Military Service: (branch) n/a From: To: Sane! No.: Type of Discharge: 31. List all addresses where you hive lived for the lest five yews. (Attach separate sheet If necessary) Street end Numoer City, Stale, Zip From: To: 1334 - 13th Ave. S.W. Calgary, Alberta Canada T3C352 4/86 4/87 8019 Creen Devon Dr. Houston, TX 77095 4/84 4/86 32. LIMt ail loaner employers or busrnesevs engaged In within the lust five years. (Attila separate sheets if necessary.) Name of employer: Address: (street, number, city, state, zip) Position Held: From: To: Conoco Inc. 77079 600 N. Dairy Ashford, Houston, TX Various 6/80 Present 33. List the names and enact Iowan ol recommendation from three persons who cart vouch for your good character and fitness In cvnr.ecaon with this application. Name of Tolerance: Address: (strew, number, city, state, zip) No. of Years Known: Mike Allen 86 Dawn Heath Circle, Littleton, CO 80127 7 Timothy S. Flanagan 4172 F. Weaver P1., Littleton, CO 80121 3 David J. Maier 10919 F. Maplewood Dr., Englewood, CO 80111 5 OATH OF APPLICANT I declare under penalty of perjury in the second degree that I have read the foregoing application and all attachments thereto, and that all information therein is true, correct, and complete to the best of my knowledge. Singeture: Tlfie: Secy and Director Dale: 8911"2 CONO-SERVICES INC. May 26, 1989 Hr. D. R. Heinzer Corporate Secretary Cono-Services Inc. ^tl; rail MAY 3 u i ibb To The Secretary: I hereby resign as Treasurer of Cono-Services Inc. effective June 1, 1989. .. H. McClintock `JHM5263/kwr cc: M. C. Hays M. W. Espinosa J. 0. Connell D. Headlee 891102 COLORADO DEPARTMENT OF REVENUE UQUOR ENFORCEMENT DIVISION 1375 Sharman Street Donner, Colorado 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant. each general and over 5% limited partner of a partnership, each officer, director, and over 5% stockholder of a public corporation, and the manager of the applicant. NOTICE: This Individual History Record provides basic information which is nwcessary for the licensing authorities' investigation. ALL questions must be answered In their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will jeopardiza the application as such faleehood within Itself conatltuuis evidence regarding the character and reputation of this applicant. '' • , ... -: 1. Nam. of 8uairwss: Couo—Service8 Inc. 2. Vow Full Nam.: (laatnlirsWnrddta) Rising. David Charles 4. Walling Manisa; (mil Odorant born 'QNdan e') Same 5. Residence Address: (larval and number, sty, 'tale, zip 20118 Chateau Bend Dr., Katy, TX 77450 6. Is your ►waidarrw: 7. Data of Bun ® OWNED 0 RENTED 1E,475/88 beel.l becuray Number, 3. Ale Knuvn As: (rrwxr.n rwnwrnic n.nw, ui�.) n/a Homo T -lb phou.: r n/a Ii ranted, from wtam7 !I natwakzed, base where: n/a Place of Birth: Pittsburgh, PA U.S. Citu.n? O YES ❑ NO Naturalization Ceruficato No.: n/a 0. liwght: 5'10" Welefu: Hair Color: Brn Data of Certificate: n/a Eye Color: Blue Sas: Male R..4: Cauc. n/a Noma of U.S. D■tna Court: n/a 0 en wren, Dive Aiwa's Registration Card No.:' n/a Porman.,ni Rusk:emu Card No. n/a 10. Do yuu have a Coloratlo Drench Lir-anwa lI you. give number: ❑ YES ® NO 11. Whet is your relationship to trio applicant? (sole owner, paanwr,.corporate (thow, director, snockholdw or manager): Vice President 160 12. II Stoclttwldrrr, Number of Shwas Owned Beneficially or ol Record: n/a 13. If Penner, stow whether: n / a 0 GENERAL ❑ LIMITED 14. Name of Prauwnt Employer: Conoco Inc. Paroled of Dutatanoing Stock Owned: n / a Percent ol Penn.rattip But wtecwlly Owned: n/a td. Address of 8uainww Whew Employed: (we* mind number, city, stela, zip) 600 N. Dairy Ashford, Houston, TX 77252 17. Prwaent Poei6on% • Assistant Treasury Manager 18. Marital Status: Married 15. Typo of Swim's of Employmwnr: JPetroleum Company ausine. T.Ittp Loor: 713-293-1172 10. Name of Spouse; (ind,,,w, rrwidttn narrw it applicable) Marilyn I. (Manning) Rising Spouaw's Place of binh: Pittsburgh, PA 20. Spouse's Date ol Bird: 21. Spouse's rasidance adoreas. R diner oat man yours: (idea *oval and number. city, stela, zip) Same 22. Spoutw's Preaani Employer: n1 a 23, Address ol Spouse's Prwwnt Employer. n/a 24. Llat me narne(a) of all ral.ov.s working in the liquor industry, gibe their: Ocn,pmion: n/a Name of Ralauve: Ratationship lo You: Position held: Name of Employer: Location of Employer: . - None ' CONTINUED ON REV RBE SIDE 8911-'2 24. Cu OYES you nos, or hgw you over half a dmpor Siam kowsat hi • Sri. of Co rido Liquor or ant License? If Noe gnaws in dosed. Cono—Services', Inc. holds 3.2% FMB licenses in Denver, Boulder Aurora, ❑ Jefferson County and;Thornton, and is applying for several 3.2%" FMB licenses throughout the State of Colorado.,�.A 26. Do you now. or Ism you ear hada duct of Winokwwl N a ky,aa w bow draw, m• Namemployedin a liquor or ham related Laitw.. out.ai. of the Sts. of Colorado? Y yee a de.NG In dwll. ❑ YES, -.,©N0 27. Maw court? of ■ you swat (Do Plot akanolio YES , IA.iude bawpea.) PAW bath oonwlcwd of ■ alna treed, Imprisoned, pl.cad on probation, waived a wa:..nded Mane or kwl.iwd bill far any ofl.nw In eaowW “" •!".a) Yaw violations, amid they aaulted in wywlalon OF nwoanoan al yo.. *rivers knows, or you ware cenwicad aI raving taaw: bar all......... d yea eas'an In derail 28. Have you awn • II you; **lain OYES. raoet.ad a violation nodal, auepw.abn or revocation lot a liquor? law Molodon, or bawl dens d a Nuts or brew lama) anywheso in out U.S.? in detail. License was suspended 10 days in Jefferson County 12/84 for selling to a minor. 2*. Haw you ear laid a gambling or gaming license or owned a Federal Gambino Scarp? II you; eaplaln in dated below. ❑ YES Q NO Siabfedarat: n/a Yoe: Cny: Sims: Suaar wad: , Yew: City: Some 30. kpulwy Ssn4 : pinch) None From: ; To: Serial No: Type of Diachup.: 31. LW all addresses whoa you have lived kor the lass Ave yeas. (Math sepwau shoat it neO.aaa y) Sail wed Number " City. Suss. Zlp From: To: .7894"-S. Magnolia Way Englewood, CO 80112 3/81 10/84 2721 Homestead No. Ponca City, OK 74601 7/77 1/81 32. Lai ail former amployan or businesses assort n with as lost dew yeas. (Attach separate .tsars I necessary.) Name of a nployer:. Address: tweet, number, dryslaw, zip) Poeidon Held: From: To: :Conoco Inc. • 600 N. Dairy Ashford, Houston, TX 77212 Treasury Mgr 7/77 Present 33. Liar the names and attach loan of reaanmwdadon from throe parsons who can vouch for your good Macaw and hr*n in connection with Ma application. Nan* of reference: Address: p set. ntanbar, city. aaaa, zip) No. of Yeas Known: i Thomas J. Casbeer 18023 Mount Field, Houston, TX 77084 10 r I Douglas E. Beater D5 1134 Rennie Dr., Katy, TX 77450• R. Allen Stapleton 9550 Ella Lee Lane, Houston, TX 77063 5 ' OATH OF APPLICANT • I declare under penalty of perjury hi the second degree That I have read the foregoing application and all attachments thereto, and that all information therein is two, correct, and complete to the best of my knowledge. sapaalrw I t/elAilit`yG r L • red.: • Vice President Data: 4- / 5- P Y 8911'2 t ' August 30, 1905 TO WHOM IT MAY CONCERN: It is my privilege to write this letter of recommendation for Mr. Dave Rising. I have known Dave for many years and have found his character, integrity and reliability tp be of the highest quality. He is an honest and trustworthy businessman with a.keen sense of business "know-how". Dave always exhibits enthusiasm and sincerity toward his work and as a result is very well regarded by his peers. Mr. Rising has my highest recommendation,. Sincerely, L -- / .. I • !. • Thomas J..:Casbeer 18023 Mountfield Houston, Texas 77084 /jch 8911"2 Conoco Inc. PO au. 7197 Mou,wn, TX 777S2 August 90i 1985 TO VUOM IT MAY CONCERN: I am writing this letter of reference for Hr. David C. Rising, whom I have known for several years, both professionally and as a friend. My observation of Dave have confirmed to me that he is a hard-working, honest, trustworthy individual and handles himself well in affairs of business. Dave's work manifests his ability to utilize good Judgement and results in a high degree of success in his undertakings that I have personally observed. Additionally, Dave's friendly and outgoing personality complements all of the aforementioned attributes and adds to his overall effectiveness. I highly recommend Dave Rising. Sincerely. ?Al (14 'kr (rjoAl R. Allan Stapleton Senior Financial Coordinator Wholesale Marketing West rm 891102 7E0) Conoco Inc. PO. Don 2197 Mutation, TX 77257 August 29, 1985 TO WHOM IT MAY CONCERN: This letter is in reference of Mr. David C. Rising. I have personally known Hr. Rising as a business associate and friend for five years. My assessment of Dave's character traits is that he is honest and fair in business dealings and very trustworthy. His work is done enthusias- tically and with good judgement. Dave is loyal to his employer and very conscientious. I value his friendship highly and I feel he is very helpful in time of need and shows genuine concern for business associates and friends. I would highly recommend Dave Rising as a businessman and friend. Sine 1y, 2 L Dougl6c._k:. fleeter Senior Financial Coordinator Wholesale Marketing East CM 891102 DR 4401-I(usa1 COLORADO DEPARTMENT OF REVENUE UOUOR ENFORCEMENT. DIVISION INDIVIDUAL HISTORY RECORD 1375 Sherman Street Donvur, Colorado 80261 To be completed by each individual applicant. each general and over 5% limited partner of a pannership, each onncor, aiructor, and over 5% stockholder of a public corporation, and the manager of the applicant. NOTICE: This individual History Record provides basic information which is necessary for the licensing authorities' investigation. ALL questions must be answered in their entirety. EVERY answer you give will be chucked for its truthfulness. A deliberate fatsehooJ will jeopardize iha application as such lalaehood within Itself 1aoni.titutes evidence regarding the character and reputation of the applicant. 1. Name of Business: Cono—Services Inc. Dew: '. 4/5/88 bwols1 & u way kunnb.r. 2. Your Full Name: (letoitrmw neaJIe) Klotz, Richard Mathew ., 3. kw Known A.: (rn..a.n ri..men,chnarnu• uic.) n/a 4. }Mailing Adduce': tit olinwent from (midmost) a) Same . Hone T„ e. en.. S. Residence Acidness: (timid and rumor. city. sow, zip 22103 Wickfield Dr., Katy, TX 77450 d. Is your residence: © OWNED 0 RENTED n/a II r.m«i. born whom? 7. Date of Binh: Ptage of Birth: Billings, Montana b. U.S. Clamp? ® YES 0 N 11 naturutizesl, Cola whets: n/a When: n/a Nana of U.S. DDrrtna Court n/a Natungiza ion Ceniticato NO.: n/a DAY, of Cwrtilicaue: n/a II an alien. owe Alien's Registration Cara No.: n/a Permanent Residence Cad No. n/a 9. Heigh{: 6' . Weight: 200 Heir Color: Brn Eye Co;nn Brn Sex: M Race: Cauc. 10. Do you tow a Colorado Drivefs Licen..? it 'yes; give number: []YES ONO 11. What is your ref.oOnah p 10 rho meplican(? corporate officer (wile owrwr, partner, corporate otfww, dir.Ci0r, atockhoidi( or man.ow): 12. II Stockholder, Number of Shim* Owned None Beneficially or of Recce d: Pwcant of Outuanainp Stick Owned: n/a 13. II Porter, mate whether: n/a I GENERAL ❑ LIMITED Percent of Pannerehip Beneficially Owned: n/a 14. Nana of Present Employer: Conoco Inc. 15. Type of Business of Employment: Petroleum Marketing 1d. Address of Business Where Employed: (street 600 N. Dairy Ashford, and nunsh.i, cwt. elate. zip) Houston, TX 77079 aoeeness Telephone: 713-293-1524 17, Preawu Position: Manager= Pricing & Supply 18, Mdaritaf Status: Married 19. Name of Spouse: (include inseden name if uppl uabw) Kay Shelver 20. Spouse's Dole Of 8irhh `' 0 ''' Spouses Place of Birth: Enderlin, North Dakota 21, Spouse's residenceaddress. II oiflerent than Same yours: (give sweet and nw1Iter, city, state, sip) 22. Spouatt s Present Employer: None Oearp.aon: n/a 23. Address of Spou•y's Present Emlwyin ALA 24. Um the name(s) of ail relatives working in the liquor industry, gyve thee: Name of Relative: Relationship to You: Position held: Nemo of Employer: Luc.uon of Employer: NQrIk ,..; , r ? CONTINUED ON REVERSE SIDE S91102 25. Du you now. w have you sew head r direct or hdrect keenest in a Stew oh Cowu. io I ti -+a at b.w Canso? II 'yea; in in det.d. i Cono-Services, Inc. holds 3,2% FMB licenses in Denver, Boulder, Aurora, 0 y0.❑ . Jefferson County . and Thornton, and is applying for several 3.2% FMU . • licenses throughout the Stare of Colorado: 2Ty. Do you noes. or have you ever had a direct or Indus* kwesat In a iquor or beer Utaww. or t...an employed In a liquor 'or beer rebated larlarSwit uulaidr O1 Me Stair O1 '• Colorado? M'Y+rs,. f :. ':. Q' §.,oNO . ' ..-%-.,.'.:', 27. Hew you owe been 0onviu.d of a aims, imprisoned, pt+r .d on probation. received a suspended ..n sna i or Weisel t..d lor any Odense in uvnlnel or military own? (Do not Include Sento violations. uNeea They resulted In suspension ce eel .caraan W you darer. Scene., or you were connected of dins,,, ,....40f the Innuence : 01 alcoholic bwerrp.a-) I Yoe explain lin 4ViIII. r ❑ vEs NO 29. Have you wee rwsiveJ a violctlon notice..tut(..ncbn or nevornlion for a liquor law ralistion, or been denied a Ugieos or beer license enrol -awe in the U.S.? . 11 les; enpiaen in rattail. ® YES � o Cono-Services Inc. had its 3.2% FMB licenses suspended for 10 days in . Jefferson County 12/84 for selling to a minor. 29. New • you ever held a gembMng or gaming license or owned a Federal Gambling Stamp? rye*: *.plain in deusil below. YES ® NO SIaWFrderal: n/a Year Guy: Sour: Sousa Wend: Yea; City: State: 30. Wino Sensor: (branch) U.S. Army From: 1961 To: . 1964 Serta No.: Type O1 Dew.rwrpa: Honorsth1e 31. list all addresses where you haw lived for the tart lea years. (Attach 'operate sheet d necessary) Street and Number City. Stair, Zip Ftom: 1 e: 22103 Wickfield Dr. Katy, TX 77450 6/85 Present 6449 S. Olive Way r Englewood, CO 80112 1980 6/85 32. List et 1orm0f srrrloyr.rs Of buein.ews enprg.d In within the last lea years. 4Ats.ar, ropeifiaii sheen 11 else -s -.v.) Name of employer:- AMYtreas: (street. number, cry, slats, zip) Position Held: From: To: Conoco Inc. 77079 600 N. Dairy Ashford, Houston, TX Mgr. Prici & Supply tg 1982 Present •Conoco'Inc. 555 17th St., Denver, CO 80202 Asst.Div.Mgc. 1980 1982 33. List ow names end attach khan of reoonunwedrdO41 ken lass persona who can vouch br rig rltuod character and Howes In oDnrw.:tlon with this applicrt.on. Nano of reference: Addrwa: Iaowt, number. city, state, zip) No. of Years Known: Carol J. Wilson 1126 Crossfield Dr., Katy, TX 77450 10 Jim Leach 1715 Hickory Chase Dr., Katy, TX 77450 10 Byron Cook 91 S. De Frame Ways Golden, CO 80401 17 OATH OF APPUCANT I declare under penalty of pedury in the second degree that I have read the foregoing application and all attachments thereto, and that all information therein is true, correct, and complete to the best of my knowledge. • Sin� 1 \)Q9 11141: President Date: ' 5 Yi 8911,x`2 91 S. De Frame Way Golden, CO 80401 May 9, 1986 To Whom it Hay Concern: I have known Richard H. Klotz for nine years and know him to be of good ,moral character. Sincerely, Dy�, ook ide 8911C2 Conoco Inc. P.O. (lox 2197 Houaon. TX 77... Harch 19, 1986 To Whom It Hay Concern: It is my pleasure to write this letter of reference for Hr. R. H. Klotz. I have had the opportunity of working with Dick on numerous occasions and in several different capacities over the past ten years. I have always known him to be hard-working, thorough and fully dedicated to performance in his job. These qualities, coupled with his sound judgement and confident manner, have enabled Dick to accomplish desired goals with assured effectiveness. Mr. Klotz comes with my strong recommendation. He would be an asset to any organization. Yours very truly, Carol J. Wilson Planning Coordinator Conoco Inc. sw/CJW1-24 cc; R. H. Klotz 891102 To Whom It May Concern: I have known Dick Klutz for approximately ten years. Our relationship has been both business and personal. During the years that I have been acquainted with him, he has displayed a high commitment to his family, his job, and his community. Dick has very high morals and I've never known him to compromise them. lle is highly respected by his business as at s, is very and neighbors s for being knowledgeable, honest, and helpful. church and school. acquaint— ances is a very responsible individual that I and all his other acq ances are proud to know. J. E. Leach 1715 Hickory Chase Drive Katy, Texas 77450 S91112 Oft 6401 - I (libel) COLORADO DEPARThsENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1375 Sherman Street Denver, Colorado bo261 INDIVIDUAL HISTORY RECORD To ba complelaad by each individual applicant, each general and over 5% Iirnit.d partner of a pann.rship, ouch ollicar, director, and over 5% stockholder of a public corporaton, and the manager of the applicant. NOTICE: This individual History Rryaord provides ha' is irrtorr,wLor± v.hich is nw,assary for the iicansing authorities' investigation. ALL questions must be answered in choir entirety. EVERY answer you give will be checked for its truthfulness. A deliberates faalw,hood wlll Jeopardize the appilcatlon is such taloshood within ttw.lt eonrtttutats evidence regarding the cher.ct.r and r.pulatlon uI the appilcant. t. Nana of fsu.irwsa: Corso —Services, Inc. Dour: 4/5/88 ioala! bocuray Na.niti.r: 2. Your Fut! Nam.: (iestifirei n.Gdk) Heinzer, Douglas Ralph 4. )Mating Aadraw4: (4 MOW' wU Irom uaiofanca) s-a.me 3. Also Known ow: (maiden r,an,drua:isnarrw, ulc.) Doug Honk I rin a ...a.: 713/463-8854 5. Raakienca Addr.oaa: (street and ming:ir, city, stator, zip 18214 Spel:lbrook Drive,_ Houston,, TX 77084 6. Is your iseiderlcar: DOWNED ❑ RENTED n/a II rented, Prom whom? 7. Date of Burn: - Piece of &rlh Tampa Florida n. U.S. Calton? Q YES 0 N r If naturalized, statute where: n/a Yawn: n/a Name of U.S. Drauict Court: n/a N4tureilseeen C.nficate No.: n/a Dew of CA:racew: n/a II an Wien, Give Alen's Regl.uauon Card No.: n/a Perrrwnent Nasidunce Card No. n/a 9. Bright: 5'8" WwiphC 150 Hak Color Lt.Br. Br Er. Cob,: . Green Sva: M Race: Cauc . 10. Do you have a Colorado Douala Licence? if'yrs,' givu numt. t: DYES ❑x NO 11. What it your rrlaatiorurhip to nil 4.O4E/O (soli owner, partner, corporate ottic.r, dukaar, .to .halarr W miniver): Corporate Officer 12. II Sroca hotdar, Number of Shorts Daniel Beneficially or of Record: None Percent of Outstanding Stock Owr*d: n/a 13. If Paruwr, slaw *twiner: n / a 0 GENERAL O LIMITED Percent of Partner.hip BenaficiaUg t.w.ned: n / a 14. Name of Present Employer•. Conoco, Inc. 15. Type of Buenas of Employment: Petroleum marketing and convenience store Ie. Address of Bu.uws. Wrere Employed: (strait and number, city, awe. tip) 60Q N. Dairy.Ashford Road,:Houston, TX 77079 . Bu.irtwas Tetuphonr: 713/293-1000 17. Present Position: • 1d. Marital Status: Married 20. Spouses Date of Binh: 21. Spouse's rw.ideno. sddreas, !1 ditlwwu than yours: (give street and number, city, alata, zip) Same Spouaar'a Noe of Birth: Bryant, TX 1 fi. Nam. of Spouse: (include maiden name if . pp{lcabw) Kerry K. Heinzer 22. Spouse's ;Niftiest Empoyer: n j a 23, Address QP Spou'.+a'a Present Employer: 1111 24. Um the mallets) of all rotative* working in Its liquor Industry, pive their: r Harms of Reza➢va: Relationship to You: Pourion held: Occ+rpston: n/a Name of Empoyer: Locaa,on uP Employer: None CONTINUED ON REVIEr'iSE 8101E . 8911C`2 Z. D: yeti r.M. or hsw you saw I..td a dl.s.:t or inuists Imams( in ► Slab al C..1tra.i, Li;.aor r: boor I.ic:;tu,l it ',roe ...solar in atu u. Cono—Services`;': Inc. holds 3.2% FHB licenses in Denver, f,,u'tder, ®YEs Elko Aurora, .Teffeeson County, aitd. Thorr,tgn, v:nd is.corrently ti; 1.lyit.; fur .several 3.2% _ T'f1B.,liceuaes ::hroughcet ...f:_: Stet of Coio.ra:io. •:.11. [kt yoar mow; or haver you *Jar hid a droct of ut:Z act 4tu:t wt in a Cym:r el' NNW 606161, u Will) s,nprafad in a Ikoxi'y Lit ennui tw+ir.:44 c,.wiJ(. a: VA. .Ct.W t i t;elored.j1, If y s.• ateii llrs in orwit. .c, 1 D 'XS ONO J •t . e!, rtiw yaw svtr baL- .1 rarwict.r.- , of a iodine. Snout. Imprisons*, ;kiwi a1'pro▪ bsdan, raaslwd a siutistnadd $sn'sna t a: tet.snud i..ali :of my otfa:,to In.al::.:.uC or ..,• W; rx..n tZ 400 .tot ;inlaid. fall:: ►.claIona. unless ti ray rswla d in butpansilan is (.soc.s,k 1 of yew a issfs liwr..w, or i .1 rr:r. i L antitc:i,r .4 -.:::va+p .tUi.r U.I. I.u.u......• of teax.ituiiG by wisps.) 1i 'rat; axplt.:•1 In Jb:wL . YES ED NO • 28. Have you rvor rt.:.eha4 a vioiadun rrotia,. sutydrlsion or rsvocaaon for a Ilqu;s Sate vallaticri.. or boa.. s .rda,1 a Il.,u<r ix b..r itet.n.i. w.ywr...au la if 'yes.' ospliin In wtrdt. for Cono—Services Inc. had a license suspended 12/8'in in Joffces. O YES ljo�.: selling beer to a minor J. Bata yet., aver Iwld s ciainbling or patting loner or Land a Frhxad Osmaing Sturm?, q,'yet, .txpl.In it dslei buluw. [7 YES E•::J 4o sd•rol: n/a lawn;; Yaw: Year: City: Cat: w. I4,.ttiry Swricc: ittonchl Thal From: I To: Sad o) No.: I fp* at i:•isrl.rrp<,: 3i. List iii edairutus what* SUeut ac.i N..mbw u have IP.sd for the latest I..0 a..a s. (Attach rpsaua shoat it nawaaary) Qrs. Sumo, Zip • 1314 13th Ave. S.W. Calgary, Alberta Canada T3C3`•2 x;:119 Creep Devon Dr. Houston, TX 77095 6133 E. Long Circle Englewood, CO 80112 _r_._, From: • To: _ n 4/86 _l,/87 4/84 ...d .siiEf, 4/87 1/88 t.2. Ile td fanner rr:•::A0 irj .x buairwssis sajij i in aicnin dote Iota Ave • that. (Atla:h 'moat. shoats it r..ca:uu _ . .. - __ .. t'e'ns al .nnplowr.• Add.uu: (artist, n t mla v. city. suits. zip) .I Position Hold: Fr m: _ _ 77079 600 N. Dairy:Ashford, Houston, TX Jar'; oats _ 6/fill Conoco ' rnc. To: Pt•v�;�-�.c 33 Litt dm ruin., end loam Ist..tn of !sot ma indudon horn tlxwa warm* who earn tooth for your pc.ua c..ratasr and rift., in c.,. racw,n w.h utia o,.y:NAlwr1. Nano of rolur..::ru: AJ. i e e: (str;.st, rtuntt sr, city. sum, zip) fro. Lf Yew, l(r.own:- - - Nibe c 86 Dawn Heath Circle, Littleton, CO 80127 1.:iT:zptily S. F]i.n3;'an 1172 F. Weaver PJ ., 1ti3ttleton, CO 80121 D ..tvj j.,_atider 10919 h'. A(:iplqnod Dr.) Enghltd.,orCO 80111 OATH OF APPLICANT 7 5 I declare .,rider penalty of pet7t..y in 11.8 second drsdree that I have read the foregoing oJi:al?on and all ,IttadrinentS thereto, and that all information therein Is true, correct, and complete to the best of my 'ualr: Secy and Director 8911'2 TO WHOM IT MAY CONCERN: I have known 3 bpu•Z //1c,er2FX years and find him/her to be a person for r of honest and sound character and has the background to maintain a professional approach to the liquor business. It is my opinion that has tht maturity and a liquor license. Signed, Signature Print Name; Address: Date: he is the type of person who judgement to responsibly handle iMor#7 S• �ut,JA'4 J 4/72_ E wes►-vErr- a A,rra-ero�I, Co gotz f 6-/;--92 8911C2 Address: Date: TO WHOM IT MAY CONCERN: I hive known 7 ))dvx, iN2 years and find him/her to be a person for r of honest and sound character and has the background to maintain a professional approach to the liquor business. It is my opinion that he is the type of person who has the maturity and judgement to responsibly handle a liquor license. Signed, g�tip" S ru Print Name; /97C/41f... At .J FG 41k,w henent e,ec Ot ida4. Co . . 8911C2 • TO WHOM IT MAY CONCERN: I have known 0 years and find him/her to be a person save /�c wJ Z eGL for r of honest and sound character and has the background to maintain a professional approach to the liquor business. It is my opinion, that he is the type of person who has the` maturity and judgement to responsibly handle a liquor license. Signed S gnatur Print Name; Dtbs. tv\o. Address: I ( ei ctt cPL uood )r. llk "Date: cit 8911C2 CONO-SERVICES INC. May 26, 1989 Mr. D. R. Mainzer Corporate Secretary Cono-Services Inc. To The Secretary: r 11 MAY ; u lyb� I hereby resign as Treasurer of Cono-Services Inc. effective June 1, 1989. . H. McClintock JHM5263/kww cc: M. C. Mays M. W. Espinosa J. 0. Connell D. Headlee n. 891102 • • STATE OF COLORADO DEPARTMENT OF STATE CERTIFICATE I, NATALIE MEYER, Secretary of State of the State of Colorado hereby certify that According to the records of this office CONO-SERVICES INC. (COLORADO CORPORATION) has complied with the applicable provisions of the laws of the State of Colorado and on this date is in good standing and authorized and competent to transact business or to conduct its affairs within this state. Dated: JULY 5, 1989 SECRETARY OF STA 89112 • • Vfl/ Irma muss.. • ARTICLES OF 1NCORPORA' bratst•iyECElVEOITtrECoao-8erriaes Ins. tt oo pas { ethe �f r rid ltaderifintadmatirria perr iesthe of for age of byway* a rs sr oo der the Colorado COrportelilw n. of lheor or such corporation: MST: The name of the eortwntloa la......... Cono-dervleee Inc." SECOND: The period of Its duraUaa Is --perpetual _.. TItfitD: The purpose or pprpoees for whirh the eof lira: The transaetlon or all lawful t.uetrweea xorew.is be incorporated pursuant to the Colorado Corp: .. MFOURTII: The agrnnte number of shams which the enrnoration shall have s8t�Mty to Iwu. la one thrruoand (1,000) Con.aon *hares with a pox Ileitis One Hundred Dollara_($100) each. FIFfli: Cumulative voting of shams -of stook Is_ ...authorised. 9OC 11: Provisions limiting or defying to ahanholgr the preemptive right to acquire additional or treasury ahem of the corporation ate: SEVIOVTTI: The address of the Initial registered alike of the corporatioa and the was of Its WW1 regleterd agent at such address I. 11 ran mnnTTotr C4Nrntn F.ICIITN: Address of the place of bush Orchard Place IV, 599b South iyracuae Street, Englewood, Colorado �lll'''• 4 • _ • ~ ' ~_ - • Olt &slim.. I,w neMY..a alenl NH1'1'1R Thenumberof directors constituting contuting the (dual Wind of director" of the corpora. . lion V clue J.3) • and the names and addressee of the persons who are to serve as dlrocton • until the find annual 'nesting of shareholder' or uutll their euceeaaln an elected Milt shall qualify are: (At least 3.) wa"' 691(9 South duT7rt W Richard N. Klotz I' ewoott Colortardo100y112 Ronald A. Welch �LL��1� rsy i"l^lW i%12"et� lLttklewo d1( ce or oe .r" Pat C. Dulohory µLIVliton,OEoQoiuiu i•2llorthe TENTH: The name and address of each Incorporator la: (At leant 3.1 Mail/ Tbon..a C. Totnro Barbara A. Dnwaon Pierre D. Rein ansaaae 1633 Broadway, New York, N.Y. 10019 1633 Broadway,—}fi •York X(;7: 10019 1633 Broadway,' fai YorC tf.Y: 10019 Dated_- ..... _.January..11...__._, 1D_�2 .."<:27. .i • ',.�., .r.-.2o.taa-O 1 r•,t.' STATE COUNTY OF_.,..,_!_,"(MC • Pierreitii • ioi I, ..Mc.hayec&... __n0ly►1, a notary herein, 'wilt en th public, hee. SSAeneas C. 11tH„„ of.... -January... 1D._ rsenally appeared before me..._....._...___.„_ atarG'�t1Ttt a Dallierand..,. Pierre" D. 1l61it who being by me first duly sworn, severalldeclared that they aro the persona who signed the (ongoing document u incor auto y &aliment., therein contained contained are true. pre, and that the In wloas whereof 1 have hereunto set my hand and seal Uda._.11W1y of._._.eTAlflt{.tlly,., Neap P. �"•, :'•; ^',:;•+iir1 • My oommiselon Ina...i. • 1'' . asP seen:^."I..—"--'_r:_•—_.._.• C..i(J.ia::.tn.:Gary • �•Ynni ewe iaFMe.;.41.a so, Ids ei. sewn Submit la Jupiiab ..-... .__ flaw* Now If this fern Is eae4 - •'SUfMIT IN DUPLICATE" n.e... IL. riainel end reams pr iii. fan is ale acceptable with ATTACIIMENTS or TYPINC ON IIEYEIISE SI . If there la NI sd_s..e:r space. Fro 01 nosy 1e seed .. • pontoon a Ride. Pia..• see legal r leltr sure lyp- ieg ?e,..r. Tyr, as era *We ..'y. S1.re• et sink stunt I....4 a idler &Palest per wales, or e .retemeet that each alias Is of "as par value." (cot°, - 339 - 4/3/69) 891102 ZOTT6B (53 CONO-SERVICES INC. CONSENT ACTION OF BOARD OF DIRECTORS MAY 1, 1987 The undersigned, being all the directors of Cono-Itrvices Inc. (the "Corporation"), a Colorado corporation, hereby waive the holding of the annual meeting of directors, and, pursuant to Colorado Corporation Code Section 7-4-122, hereby consent to the adoption of the following resolutions and to the action contemplated therein: 44 RESOLVED, That the following persons be, and each •hereby is, elected to the office of the Corporation set opposite their names, effective as of May 1, 1987, to serve until their successors are duly elected and qualified. R. M. Klotz- President D. C. Rising - Vice President D. R. Heinzer.- Secretary E. H. Case, III - Treasurer E. S. Dunn - Assistant Secretary G. Szafranski - Controller FURTHER RESOLVED, That the Secretary of the Corporation is hereby instructed to retain a fully executed copy of this unanimous Consent Action of the Board of Directors in the permanent records of the proceedings of the Board of Directors of the Corporation. R. M. K of D. t. jpin1er w• D. C. Rust 4 8911C2 CONO-SERVICES INC. CONSENT ACTION OF SOLE STOCKHOLDER MAY 1, 1987 The undersigned, Conoco Inc., a Delaware corporation, being the sole stockholder of Cono-Services Inc. (the "Corporation"), a Colorado corporation, hereby waives the holding of the annual meeting of stockholders, and, pursuant to Colorado Corporation Code Section 7-4-122, hereby consents to tile. adoption of the following resolutions and to the action contemplated therein:. RESOLVED, That the following persons be, and each hereby is, elected to serve as directors of the Corporation effective May 1, 1987, to serve until their successors are duly elected and qualified: R. M. Klotz D. R. Heinzer D. C. Rising FURTHER RESOLVED, That the Secretary of the Corporation is hereby instructed to retain a fully executed copy of this Consent Action of Sole Stockholder in the proceedings of the stockholder of the Corporation. CONOCO INC. & By: &ILC,CC,.2 A. W. p am Executive Vice President 89112 Tn LNhnm IL Hwy Cnncernt T, Friy:..r H. Case III. resign es Tr.asnrer of rnno (Services Inc., effective November 1, MR. 639. 1'dgwr H. nmss. ITT 4a. • • 891102 I. CONO-SERVICES INC. CONSENT ACTION OF BOARD OF DIRECTORS November 1, 1987 The undersigned, being all the directors of Cono-Services Inc. (the "Corporation"), n Colorado corporation, pursuant to Colorado Corporation Code Section 7-4-122, hereby consent without a meeting to the adoption of the following resolutions and to the action contemplated therein: 4 • 4 RESOLVED, that J. H. McClintock be, and hereby is, elected to the office of Treasurer of the Corporation effective as .of November 1, 1987, to serve until a successor is duly elected and qualified. FURTHER RESOLVED, that the Secretary of the Qorporation is hereby instructed to retain a fully executed copy of this unanimous Consent Action of the Board of Directors in the permanent records of the proceedings of the Board of Directors of the Corporation. 0.1C. Ris ng 891102 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT ("Agreement") is entered into by and between KAYO OIL COMPANY ("Kayo"), a Delaware corporation with principal offices ir. Chattanooga, Tennessee, and CONO-SERVICES INC. ("Cono-Services"), a Colorado corporation with principal offices in Englewood, Colorado [and the Sublessee of certain of Conoco Inc.'s retail properties whir::: :::r.: leered to Kayo and subsequently subleased to Cono-Services pursuant to a SUBLEASE AGREEMENT between the parties, effective January 1, 1988.] This Agreement is entered into and becomes effective this 1st day of January, 1988. In consideration of the covenants and mutual benefits set forth in this Agreement and for other valuable consideration, Cono-Services and Kayo agree as follows: 1. Services Provided. During the term of this Agree- ment, Kayo agrees to provide the following operating manage- ment services, administrative support services, including accounting, controller, tax, treasury, and legal services, and store personnel to and for the benefit of Cono-Services: (a) and other (b) services, ments and Provide or arrange for full banking, payroll treasury services; Provide general accounting and bookkeeping including the preparation of operating state - other financial statements for Cono-Services; (c) Keep records for, and prepare for filing, reports required by the Colorado Department of Revenue, Liquor Enforcement Section, and any county, city or municipality's licensing authority under the Colorado Beer Code; (d) Provide computer services; (e) Report and remit sales, excise, ad valorem, and other taxes to the State of Colorado and local taxing authorities, and provide income tax return services; T1 tory; (f) Provide purchasing services for store inven- 891102 (g) Provide other administrative services; (h) Provide necessary legal services as requested by Cono-Services; (i) Provide necessary controller and auditing services as requested by Cono-Services; (j) Provide all store, maintenance, and management personnel. It will be Cono-Services's responsibility to determine the most efficient organizational structure and the number of people needed to staff the operation; and (k) Provide the necessary unemployment and Worker's Compensation insurance. These exposures are part of Kayo's expenses of doing business and are not to be billed back to Cono-Services. 2. Cono-Services's Duties. Cono-Services agrees to make available to Kayo the following information: (a) All invoices, statements, bills, checks, bank statements, cash register tapes, receipts and other evidence or indicia of expense for the purchase, and income from the sale, of alcoholic and all other products. (b) All other business records acquired, received or maintained by Cono-Services and which are reasonably requested by Kayo; and (c) All notices, correspondence or communications between Cono-Services and the Colorado Department of Revenue cr any other governmental agency having jurisdic- tion over the business operations of Cono-Services. 3. Operating Statements. Within thirty (30) days of receipt of the foregoing information from Cono-Services, Kayo will provide an annual operating statement of receipts and disbursements for Cono-Services. Kayo shall advise Cono-Services of rent due as provided in that Sublease Agreement between the parties, taxes due, and any other payments owing, including invoices for merchandise purchased by Cono-Services. Within thirty,(30) days of such notifi- cation, Cono-Services shall authorize Kayo if it deems the charges and costs to be reasonable, to charge these costs and expenses against the rental payment made to Kayo as set out in the Sublease Agreement. After making these charges Kayo shall remit the balance, if any, to Cono-Services. 2 8911(22 4.Other Expenses. In addition to the fee payable in paragraph 5, Kayo shall notify Cono-Services as provided in paragraph 3 above of any other direct expenses incurred by Kayo for or on behalf of Cono-Services, including, without limitation, legal and accounting fees and postage, xerox and travel expenses; and Cono-Services shall authorize payment in the manner set out in paragraph 3 above if said expenses are deemed reasonable. 5. Payment. As compensation for the services to be provided hereunder by Kayo, Cono-Services agrees that a fee in the amount of 1.00 percent of Cono-Services's annual Gross Profit, as defined in the Sublease Agreement, shall be charged and included in the operating statement set forth in paragraph 3 above. This fee may be increased or decreased from time to time during the term hereof as Cono-Services and Kayo may mutually agree. Kayo shall at all times have full access to all business records and shall have the right to audit the books of Cono-Services to determine the fees paid or payable by Cono-Services hereunder. Fractional years at the beginning or end of this Agreement shall be appropriately prorated. Cono-Services shall have full access to all business records, and shall have the right to audit the books, of Kayo. 6. Term. This Agreement shall be for a term of one year commencing on the date of the Sublease Agreement between the parties. At the end of the one-year term, this Agreement shall be automatically renewed from year to year thereafter under the same terms and conditions unless terminated by either party upon sixty (60) days written notice to the other party prior to the end of any such one-year term. 7. Miscellaneous. This Agreement (a) shall not be construed as creating a partnership or joint venture between the parties hereto, and (b) shall be binding upon and shall inure to the benefit of the parties hereto and their respec- tive successors and assigns. 8. Notices. Any notice required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be deemed to have been given if delivered in person to the address set forth below, or if placed in the United States mail, registered or certified, return receipt requested, addressed as follows:,_. 3 89112 If to CONO-SERVICES, INC., to: Cono-Services Inc. 2 Inverness Drive East, Suite 202 Englewood, Colorado 80112 If to Kayo Oil Company, to: Kayo Oil Company 1221 East Main Street Chattanooga, TN 37408 9. Assignment. Kayo may assign its rights and obliga- tions hereunder without the consent of Cono-Services. However, Cono-Services shall not assign its rights and obligations hereunder without the prior written consent of Kayo. ti EXECUTED as of the date and year first above written. r KAYO OIL COMPANY By ACc^^�� Its President CONO-SERVICES INC. ByC \Aall is frill Its President IC 4 89112`2 7.4 IPi(l .' 'd. is t t r CEftTillt 4. k.tri% x:n.ENDtirrIN"T of ..- CgisTIFICALt OF INCOie?Ci sior of CONTINL'1TAI•-OIL costrA'n--------- a • rnvrrvc %in, flit Cnal..ary a 11.1a43.33.• ce:rpi•in, A,i &an 134-rrhy a r1ty that 1h_ hallmx ,.e fiu)h.:r anwaam:nt ;a it. R ad C:nZliauto n( IQ.orror.tbn. IUaLL lul. 30, 1949, 1,,.. Lr... J.1)• ad,ax..,d W accordance with the provuions of Section 1.2 of the General Cariaundoa Law: runner amend the first parailsph of acti•ar "Film" to road at. fellows: Pint Tbc name of dal Corrurauon is Conoco Tact The (m.yai,.g ..a.wdaant will becalm. •1d.ctiv. taw 1447 1, 1979 at 11:01 am., Viil miuymq Delaware time. N Wlrttrss ?Memos., die Corporation hes caascd hi corporate foal la tic afCtict1 !unto an.f .t.i CCRaieatc In oe )1tM;u iN 14 •1:.naa VJ na Y1R rlea&Jeut 44•Y ..1yi,eJ w L7 ha a' I'. -&j J.1. n... J+r of May, 1979. •t Mint; r1 r ' I' Joao C. Dearman Secretary ST 471 Or •?;WA "rl• I'I CaN,Ty or I !.III in I. el Jyip.; :itanit .t •1. Colrrin,MTn1. OI By It.tiv .Iona U, Murt'caar trio•. nr.c:Mt r i A So It Firm .•.c ern mat rht. n •..1a7..f Na7. 1979 pert.nally tame before mu. a Notary Public. 111 aIIM 3aL Qtw,u. .•.w a•.4.•, _!•...•• t44 '•• . ••• •• . I' •Visor P•..h, ••. • 1 a:....,,..0 •.t O.4 �-... r... .,....... ..I ,s•. c.... ....t ka .I.•h• anloi •..er .. kree.. and aokn....'.' ,.,t -too .. :rti: i.e to h,. hit 1.t nr,.1 .1.• •d .and I ,. ' ' h.• .uY nnA .{...d�.0 vela •.rpr.r:oon Ina the faa. •;alyd dictum are In1.; and the d:o meal JGacd w raid ccn:Acats and alica:cu ur :i;c $CQepry Oaf .444 tnli)pralpall 33,11”; .•anllllnn at corporate teal .11 wla :*Cp.)nuon. r.. WI. •d••.• n...• . 11..... ... ilia 'it; ;ki; IPA. • • ul;I 89112 State of TEXAS County of HARRIS )AFFIDAVIT Affidavit with respect to Source of Funds to be ti invested with the following applicant: CONO-SERVICES, INC. 1) The amount to be invested in this enterprise is: Approximately $2,000 to be invested at each location with respect to transfer of ownership of the liquor license. 2) The source of said funds is: Existing Corporate Funds CONO-SERVICES, INC. By : v )vU Subscribes and sworn to me this _lititi. day of 1982____. commission expires: ttttttttttttttttt J4. . B. HE0104 "i. /� ` �{ �� / D i tip e, O : a • = - L `rT 'c} 1 i •4 r OF g I ry i l ••e•.•:::::.'.9q , My Notary Public 8911C2 S1.IULEASE THIS SUBLEASE dated as of lr,....a.•, / /97:1 hr. r.we. er, CONTINENTAL OIL COMPANY, a Delaware carpnration (herein called "Lessee") and KAYO OIL COMPANY, a Delaware tion (herein called "3ubl,essee"); W I T id E S E T H• ('L;l pnra- 1. Lease of Premises. Lessee, for and in consid�ra- tion of the payments hereinafter stipulated to be made by Sublessee, and the covenants and agreements hereinafter contained to be kept and performed by Sublessee, :foes Ly these presents demise, lease, and let unto Sublessee, and Sublessee does hereby hire and take from Lessee, for Lh • term and upon the conditions hereinafter stated, the sever -,I parcels of land described in Schedule "P." hereto attached and by reference thereto made a part hereof for all pur- poses, together with all buildings, improvements end equip- ment of whatsoever character thereon and all rights -of -way or use, servitudes, licenses, easements, privileges and franchises appurtenant thereto, and together with the right-. of the Landlord under existing leases thereof, includri.il rents re;erred thereunder (herein called the "ProperI•,,F"; ca41r 4eL wL lurid, tojcthcv with its Suilainq, unproven. ;ntc and equipment of whatsoever chaidLlea Llre, cou and all rights -of -way or use, servitudes, licenses, ease- ments, privileges and franchises appurtenant thereto, and together with such rights of the landlord relating thuveto,•• called a "Property"). Term. Subject to the further provisions hereof, this Lease shall remain in force and effect for .*, primary term of one year beginning January 1, 1979, and shall con- tinue thereafter for successive terms of one year unless not renewed by either party upon ninety (90) days notice to the other party. 3 891102 3. Rentals. As rental for the Properties Lessee hereby agrees to pay the sums sec. forth on Appendix "9" attached, such sums to be subject to renegotiation Crt each renewal date, During the last month of each term. Lesser shall determine the amount of expenditures made for the operation of the Proiiertfee not included in the calculation of rentals thereof, which sum shall be deemed to be addi- tional rent hereunder and shall be due from Sublessee to Lessee on the 15th day of the following month,.. Reno&ls shall be increased by a reasonable sum to be agreed upon Ly the parties hereto an to any Property upon which substantial capital improvements are made: such increase to be effective the first of the month following completion of any such improvements. A. Defect in Title. Sublessee accepts the Properties in their present condition, without any representation or warranty by Lessee as to the condition, use or operation thereof. Lessee makes no covenant, representation or war- ranty as to the estate, right, title or interest of Lessee in and to the Properties or as to any liens, encumbrances or charges thereon, and if the possession or use of the Proper- ties by Sublessee is prevented or otherwise disturbed as the result of.a failure of or defect in Lessee' right, title or intereet in or to any part of the Properties, or ac a result of the enforcement of any lien or encumbrance on the Proper- ties, or for any other reason, or if the use of the Proper- tiE_ or any part thereof shall be restricted or prohibited by any law, ordinance, injunction, regulation, order or - other interference, Lessee shall have no liability to Sub- lessee therefor, this Sublease shall not terminate, hut. . Sublessee 'shall he entitled to surrender any individual Property affected, and to reduce the rental payment propor- tionately. All other obligations of Sublessee hereunder shall not be otherwise affected thereby, any present or future law to the contrary notwithstanding. 2 Y 891102 5. Use of Prole: tics. ic::see agrees rhat Sul.le::u,r may. use and accupy the Properties for any lawful i:u:,incs::. purpose whatsoever, and sublessee agrees that it wi11 not use or occupy, and will not permit the use or occul?NUCY ui any Property in violation of any covenant, condition or restriction contained in any instrument of record affecting such Property. 6. . Alterations, Additions .and Substituti.or,n• Sup - lessee shall have the right at its own expense at t Any L' iio•_ during the term hereof to erect such equipment. faciliti,-: or improvements on any Property es it may see fit, to in-. Stull on or in any Property additional eilui.i:me:nt or Lucil- ities, and to alter them at will. 7. Destruction or Damage. lf, during the term here- of, any improvements upon any Property shall be det;tioyr..,1 of r damaged from any canna, Suhlea:car- shall have. t -h. rirjht , Out subject to Section 15, shall not be obligated, to rebuila or repair the same at its own risk and expense. Lessee shall be under no obligation to rebuild, replace, maintain or make any repairs to any such improvements. Sublessee shall have the right to terminate this agreement as to any Property which is damaged or destroyed, but not repaired propor- tionately upon written notice to Lessee, and rental shall be paid only to the time when Sublessee surrenders said Proper ty In the s..rpnt of 1 artia.l dectruotian, Cuhlcauea may elect to continue in the Property with no reduction of rent. C. Maintenance. Sublessee acJUtowled,es that it has received the Properties i.a good order and condition ana, subject to the provisions of Sections 6; 7 and 11, shall keep them in the same order and condition, ordinary wearanti' tear excepted, during the term hereof. 9. Taxer; and Other Charges, Sublessee uiial1 pay and discharge, as additional rent, are and when the same shall become due and payable, without penalty, all taxes, assc•s- 3 691102 merits, lmposic;ons of utf,: i similar charges or- ,1-trila� -.r::: ::, - against, or become due and payable with respect to, 2c become liens upon or against, the Properties or the lasin of the Properties her under cr, this sublease or any busu,ecs upon the Properties. Sublessee, its assignees and suble•tr:ud shall comply with all valid Federal, state, county and municipal laws, rules, regulations and ordinances affecting the Froperties or the use thereof. Sublessee covenants to furnish to Lessen upon written demand by Lessee proof of the payment of any tax, assessment, imposition or other similar charge or clai.n, upon or against any Property that is payable by Sublessee as provided for in this section. 10. Indemnification and Insurance. (A) Sublessee shall protect, :indemnify alid save harm- less Lessee from and against: (1) any and all liability, damage, expense, causes of action, suits, claims, dcra ii2 el judgments of any nature whatsoever arising from injury to persons nr prnperty nr. niiy Prnperty, nr in any manner grow- ing out of or connected with the use and occupancy of any Property or resulting from the condition of any Property during the term of this Sublease, and (2) any liability for violation of conditions, agreements, restrictions, laws, ordinances or regulations affecting any I'rorlety or the ownership, occupancy or use thereof. (B) Sublessee, at its expense, will insure such por- tion (which may be ail).af the Pro1-iertie: as is cus;tomri.ly insured by companies engaged in the same business and simi- larly situated, against all such casualties, contingencies and liabilitica a0 arc cuo tomarily insured a'ainoL by cu_ni-. other companies, and in such types and amounts an arc cus- tomarily carried under similar circumstances by such other companies. All ouch insurance shell be effected under ‘eb11.72 u.,.] ♦..,r4L 6... c.L l.. �..rl ic.i _a :oau•..1 Ll^ i,.auio,:a aft r.. ..t,ni c.�d h 831102 responsibility. Partial self-insurance and/or the use of deductibles is permitted to the extent in conformity with the insurance coverage described above. (C) All insurance provided by Sublessee as required by ti this section shall be caegicd in favor of Lessee .and Cutl-:s:.e< as their respective interests may appear, and in the cart of insurance against damage to the demised premises by fire c.r otne:7 casualty, snail provice tnac loss, lr iny, laI:l Ulf. adjusted with and be payable to Lessee. (D) Should any lien at any time during the tern; az this Sublease be filed against any Property then subject. hereto, Sublessee shell. effectively prevent the enforcement or foreclosure thereor against the Properties by contet, payment, deposit, bond, order of court or otherwise, within forty days after actual notice is received by Sublessee of the filing of the same. (E) Sublessee covenants and agrees that if it shall .,t any time fail to pay any tax, assessment, imposition, or shall fail to make any other payment or perform any other: act on its part to be made Or performed as in this Sublease provided, then Lessee may, but shall not be obligated su Co do, and without notice to or demand upon Sublessee and without waiving or releasing Sublessee from any obiigetic,n,; of Sublessee in this Sublease contained, pay any tax, assess- ment or imposition, and make any other payment or perform any other act on the part of Sublessee to be made and per- formed as in this Sublease provided. All suns so paid by Lessee and all necessary and incidental costs in connection with the performance of any such act by Lessee, together with interest at the rate of 6% per awned from the date pf the making of such expenditure by Lessee, shall he deemed additional rent hereunder, and shalt_- be payable to Lctieu demand as additional rent and Sublessee covenants to such sum or sums with interest as aforesaid. 5 pay <,r:y 891102 C.J: -4 11. Eminent fomsin. II a Property or a part the.reol is aprrnl.rilred nr taken far nnv pnhl it u•;r by vi rr,i;. ..e eminent domain or condemnation proceedings, or by veaaoi: of law, ordinance, or by court decree, whether by consent or otherwise, the Ube of the Property by Sublessee fur ar_y ui the specific purposes referred to herein shall be prohi- bited, Sublessee shall have the right to terminate this lease as to that Property alone upon written notice to Lessee, and rental as to said Property shall he p1;id only to the time when Sublessee surrenders possession of the said Property. In the event of partial appropriation, Sublessee may elect to continue in possession of that part of the premises not so appropriated under the terms and conditiO1:S hereof with no reduction in rental. Lessee :;hall receive the entire award for any such condemnation. 12. Default Provisions and Termination. If any of tl,t following events of default shall occur: if Sublessee shall default in the payment of any installment of rental, or amount equal thereto, cr other sums due hereunder when the: same shall be due and payable; or shall tail to pert):rm any of the covenants contained herein on its part to be per- formed and observed and such failure shall not be remedied within ^.5 da1J cftci. scucipt Uy sublessee oI written notice thereof given by Leaaee; or if Sublessee shall make an assignment for the benefit of creditors or be adjudi-ated bankrupt, or if any trustee or receiver shall Pe appointed for Sublessee or any substantial part of its assets and any such trustee or receiver shall not be discharged within 30 days; or if Sublessee shall continence as. a debtor any pro- ceedings under any bankruptcy, insolvency, reorganization, readjustment of debt, dissolution or liquidation law or statute of the Federal, government or any state government cr any subdivision of either now or hereafter in effect; or if any such proceedings shall be commenced against Sublessee, 6 891102 i.0 or any such trustee or receiver shall be appointed, and Sublessee shall by any act or failure to acc indicacc ap- proval c£, oonocnt to, or ae7quLpecrne.. in, such pt.•>cor.<runer•_ or in the appointment of any such trustee or receiver, or it any such proccedintls brou.lhc Against Sublessee shall be approved by any court or shall remain undismicsed for 30 days; or if any warrant of attachment shall be issued agn.irt any substantial part of the property or (Insets of Suble• re, And shall not ba rnlansed within 30 days after it.levy; then, in any such event, Lessee shall have the optic:;, by written notice to Sublessee (i) to reenter end take posses- sion of the Properties, in which event Sublessee shall immediately vacate the Properties and deliver posne s.it,;; thereof to Lessee, but nevertheless Sublessee shall veic in liable for the unpaid rentals, or amounts equal t.heitto, and all other sums payable by Lessee hereunder, as such ret2tals, nr AmntlntR t?gna7 thr.ratn, ear nt'har aumc ch,.11. }y_om.• duo, and there shall be cceaited against such unpaid rentals, or amounts equal thereto, and other sums the net proceeds realized from the leasing of the Properties to any third party during the remaindac of the tcrmo of thin Lcaam, aL't.tc first deducting from such proceeds all costs and expenses incurred in connection with such leasing, attorneys' fees, brokerage and expenses of keeping t.hk Prnpprtirq in grind order or preparing the same for leasing, it being understood that Lessee shall have the right but shall not be obligatrcr to lease the Properties before proceeding against Sublessee on Lessee's claim for unpaid rentals, or mounts equal thereto, and other sums due hereunder, Or (ii) to tar,.tinat..• this sublease, in which event Sublessee shall ittunediattsly vacate the Properties and deliver possession theLeof to Lessee and shall pay to Lessee as the amount of damage sustained by Lessee by reason of such event of default (Sublessee agraeiny that it would be impracticable to ex - 7 891102 CIS:4S tretnely difficult to fix the actual damage) a sum of mnond;.• equal to the aggregate of all semi-annual installmenr:; of basic rental hereunder remaining unpaid, each such instu.il- ment discounted semi-annually at the rate of 1-3/4`; per annum to the date of payment from the date when, in Lhe absence of this provision, such installment would have become due. The foregoing remedies of Lessee shall not hit exclusive but shall be cumulative and in addition to all remedies now or hereafter allowed by law or elsewhere pro- vided for. 13. Assignment and Sublettincj. Neither this Suble.l e nor the term hereby demised shall be assigned, transferred, mortgaged or otherwise encumbered by Sublessee. Sublessee shall have the right to sublet any Property only with the written consent of Lessee which may be withheld for any reason it deems sufficient. No such sublease of any Pro- perty shall release Sublessee from any of its duties and obligations hereunder: 14. This Sublease is subject to the terms and cuJdi'- tions of any and all original leases of the Properties herein, and shall automatically terminate as to any PLope ty only upon the termination, cancellation or expiration of the original lease of such Property to Lessee, unless upon stch ucsmivatie,u, ,a,l...cila V1w, VL CA1Jll a Lluu, Lcrsee VU Laiut lee title to such Property. Rental shall be reduced by the: rental amount for any Property co lost. 15. Time of the Essence. Time is of the essence hereof, and waiver by Lessee of a breach of any tettn, covet nant or condition herein contained, whether express or implied, shall not constitute a waiver of any subsequent breach thereof, or a breach of any other term, covenant or condition herein contained, and acceptance of rent hercund,:: shall not be a waiver of any breach. 8 891102 16. Miscellaneous. If any term or provision cf t1;ic Sublease or any application thereof shall be invalid or unenforceable the remainder of this Sublease and any ocher application of'such term or provision shall not be aficctecl thsrr6y Walther this uL 1�,. r�•.. ,gar and. C.itrn es - hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, Waiver, discharge or termination is sought. The captions of this Sublease are for convenience of•refcrence only and shall act define or limit any of the terms or provisions hereof. .17. Counterparts. This Sublease has been executca aeLd delivered in numerous counterparts, but IL in intenUh_d tfat all counterparts t..yether shall constitute only one Sublease; provided, however, that for recording or filing purposes, only the description of the lands in the particular recording or filing jurisdiction need be included in Schedule "ft" or the counterpart hereof to be recorded or filed in such recording or filing jurisdiction. 18. Notices. All notices given pursuant to this Sublease shall be in writing and may be delivered to them by mail, telegraph or messenger at their respective addresses as follows: Continental Oil Company P. O, Box 2107 Houston, Texas 77001 Kayo Oil Company 18.21 ilaat D1aiu JLicceL Chattanooga, Tennessee 37408 9 8911.2 U'_3 1N WITNESS WHEREOF, Les'iee and Sublessee have c:.u..ed this Oublcaac to bu affixad and duly attested respective officers thereunto duly authorized. by ch._ i r Signed, sealed and dttlivereV CONTINENTAL OIL COMPANY, in the presence of: LGL�tGe By: Attest: Signed, sealed and delivered in the presence of: /.l1 .44/1, ' i � c912 ¢ a.y r4ti- 10 t IQ.LN.GU! LESSEE _J L_..7 :k4i„ / KAYO OIL COMPANY, ny: Attest: SUfLFSSEC 8911'^ 2 SUBLEASE AGREEMENT WHEREAS KAYO OIL COMPANY (KAYO) and CONO-SERVICES INC. (LESSEE) acknowledge that there are by this Sublease Agree- ment (the AGREEMENT) various marketing procedures developed by KAYO in connection with its retail gasoline outlets, and there are certain management, marketing and organizational opportunities hereby extended, to LESSEE by this AGREEMENT which would otherwise not be.available to it; WHEREAS LESSEE recognizes that KAYO has developed substantial expertise and distribution channels through which to market motortuels and retail convenience food products to customers of said outlets; and WHEREAS KAYO and LESSEE acknowledge that the transaction between them is of substance, and that this AGREEMENT is executed voluntarily; LESSEE and KAYO do hereby on this 1st day of January, 1988, enter into this AGREEMENT under the following terms and conditions: W I T N E S S E T H: In consideration of the mutual covenants herein set forth, the parties hereto agree as follows: Section 1. Definitions. When used in this AGREEMENT, the terms set forth below shall have the meanings set forth opposite such terms, respectively: (A) Leased Premises. The properties listed and described on Exhibit "A" hereto. Such properties shall be used by LESSEE for the operation of facilities for the purchase, storage, sale, distribution, and possession of LESSEE'S products and to the extent used by LESSEE shall be operated under the exclusive control of LESSEE. (B) Base Lease. Any lease or sublease by and between KAYO as lessee and another party as lessor of a property. (C) Gross Sales. All sales of merchandise made in, out, through, or from Leased Premises for cash or on credit, whether paid or unpaid, collected or uncollected, less all credits for returned merchandise, exchanges, refunds, and 891102 allowances. There shall be excluded from gross sales the amount of sales tax or excise tax based on sales, imposed by any governmental taxing authority. (D) Rent. Those certain charges paid by LESSEE for ground rent and for the marketing opportunity extended to it by this AGREEMENT. (E) Gross Profits. Gross Profits shall mean LESSEE'S Gross Sales less cost of all products sold by LESSEE. Section 2. Leased Premises and Additions Thereto. KAYO hereby rents to LESSEE and LESSEE hereby rents from KAYO, subject to the terms and conditions hereof, the Leased Premises as set forth on Exhibit "A" attached hereto. KAYO and LESSEE also agree that any additions or deletions to this AGREEMENT may be accomplished by simply substituting pursuant to a letter agreement, signed by both parties, a new Exhibit "A" attached hereto. LESSEE shall have the exclusive possession, occupancy, and control of the Leased Premises and all operations con- ducted thereon. LESSEE'S lease of the Leased Premises shall include the lease of all furniture, fixtures, and equipment on the Leased Premises. Section 3. Term. This AGREEMENT shall be for a term of one year commencing on the date hereof. At the end of the one-year term, this AGREEMENT shall be automatically renewed from year to year thereafter under the same terms and conditions unless termi- nated by either party upon sixty (60) days written notice to the other party prior to the end of any such one-year term. Section 4. Rent. (A) As rent for the Leased Premises, LESSEE hereby agrees to pay to KAYO 1% of LESSEE'S Gross Profits each year. Within thirty (30) days after the end of each accounting year during the term hereof, KAYO shall compute the total of LESSEE'S Gross Sales made in, upon, in connection with or from the Leased Premises during the preceding accounting year and thereafter shall advise LESSEE of the rent to be remitted. (B) LESSEE shall maintain separate, complete and proper books, records and accounts of LESSEE'S Gross Sales, tax receipts, costs of sales, expenses, assets, liabilities 2 891102 (including tax liabilities), and equity if these services are not provided by KAYO pursuant to a Management Services Agreement executed between the parties. KAYO, its agents and employees, shall have the right at any time and at all times, during regular business hours, to examine and inspect all of the books and records of LESSEE. KAYO may once in any calendar year cause an audit of the business of LESSEE to be made by KAYO'S internal auditors. If the statement of LESSEE'S Gross Sales previously made to KAYO shall be found to be inaccurate, then, there shall be an adjustment and one party shall pay to the other on demand such sums as may be necessary to settle in full the accurate amount of rent that should have been paid to KAYO for the period or periods covered by such inaccurate statement or statements. If such audit shall disclose an inaccuracy of greater than two percent (2%) error with respect to the amount of LESSEE'S Gross Sales reported by LESSEE for the period of such report, then LESSEE shall immediately pay to KAYO the cost of such audit; otherwise, the cost of such audit shall be paid by KAYO. If such audit shall disclose any willful or substantial inaccuracies, this AGREEMENT may thereupon be canceled and terminated at the option of KAYO. Section 5. Compliance with Base Lease. (A) All of the terms and provisions of any Base Lease, to the extent such terms and provisions affect any Leased Premises, are incorporated herein as if fully written herein. (B) Subject to the terms and conditions of this AGREE- MENT, LESSEE shall perform all obligations and observe all covenants that KAYO is obligated to perform and observe pursuant to the terms of any Base Lease. (C) KAYO covenants and agrees with LESSEE to perform all obligations and observe all covenants to be performed and observed by KAYO under all Base Leases except to the extent that LESSEE has agreed to perform and observe same, and agrees otherwise to keep all Base Leases in full force and effect, unless, in the exercise of its good faith business judgment, it determines that the operation of a Property is unprofitable. Section 6. Default. Each of the following shall be deemed an Act of Default by LESSEE and a material breach of this AGREEMENT: 3 8911r)2 (A) LESSEE fails to perform any of its obligations hereunder; or (B) LESSEE commits any act which would be considered an event of default under the Base Lease; or (C) LESSEE fails to maintain, upon the Leased Premises a first class operation, as determined by KAYO in its sole judgment and discretion, for the sale of petroleum products, convenience food items, and alcoholic beverages. If a default by either party shall occur, the non - defaulting party shall have the right to give written notice thereof to the defaulting party. If default is not cured within a reasonable time after delivery of such notice, then at any time prior to the curing of such default, the non - defaulting party may terminate and cancel this AGREEMENT by delivering written notice thereof to the defaulting party. Section 7. Services Performed and Furnished by KAYO. KAYO shall make available, perform or cause to be performed or furnished, as the case may be, the following services: (A) All electricity, gas and water reasonably necessary for the operation of the Leased Premises; (B) All cleaning functions with respect to the Leased Premises; (C) All parking space necessary for the operation of a first class station, and access to the Leased Premises; (D) Payment of all ad valorem taxes, if any, payable in connection with the Leased Premises; (E) Maintenance of all insurance required to be main- tained by KAYO under any Base Lease; (F) Payment of all rent and other monetary obligations of KAYO under any Base Lease; (G) Such management and sales consultation advice as requested by LESSEE; (H) The services reflected in the Management Services Agreement executed between the parties; and 4 89111M2 (I) Advertising services. Section 8. LESSEE'S Obligations and Rights. In addition to the other covenants and agreements contained herein, LESSEE covenants and agrees to: (A) Authorize the rent payments as same become due and payable; At (B) Obtain and maintain.any and all federal, state and local permits and licenses necessary for the operation of LESSEE'S business on the Leased Premises, and promptly pay all fees and taxes for the same as they become due and payable, unlczs such taxes will be paid as otherwise agreed between the parties. (C) Purchase, price and store all petroleum products, convenience food items and, alcoholic beverages of any type in connection with LESSEE'S business on the Leased Premises; (D) Have exclusive control of any employee who performs services for it as regards alcoholic beverages, including the right to designate, direct, control and terminate an employee's service regarding permit -related activities; (E) Maintain exclusive occupancy and control of the entire Leased Premises in every phase of the storage, distri- bution, and possession and sale of all products purchased, stored or sold on the Leased Premises; (F) Perform its obligations under the Management Services Agreement between the parties, dated January 1, 1988; (G) Terminate employees immediately upon any operating violation of the Colorado Beer Code or valid rules and regulations promulgated thereunder. Section 9. Notices. Any notice required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be deemed to have been given if delivered in person to the address set forth below, or if placed in the United States mail, registered or certified, return receipt requested, addressed as follows: 5 8911^2 If to LESSEE, to: Cono-Services Inc. 2 Inverness Drive East, Suite 202 Englewood, Colorado 80112 If to KAYO, to: Kayo Oil Company 1221 East Main Street Chattanooga, Tennessee ;37408 Section 10. Assignment. KAYO may assign its rights and obligations hereunder without the consent of LESSEE. However, LESSEE shall not assign its rights and obligations hereunder without the prior written consent of KAYO. IN WITNESS WHEREOF, this Lease Agreement is hereby executed as of the date and year first above written. KAYO OIL COMPANY ppin By: Its: President CONO-SERVICES INC. n.,, By: �`1 �;',�. \' \‘c. r \ \ Its: Presidentc- 6 891...12 AMENDMENT NO. 1 TO SUBLEASE AGREEMENT THIS AMENDMENT NO. 1, is dated the //,t day of u ALt , 1988, by and between KAYO OIL COMPANY ("Kayo") and CONO-SERVICES INC. ("Lessee"). WITNESSET H: WHEREAS, Kayo and Lessee entered into that certain Sublease Agreement ("Agreement") dated January 1, 1988, covering fifteen properties in the State of Colorado, which properties were more fully described in Exhibit "A" attached to the Agreement; WHEREAS, Kayo and Lessee now desire to amend said Agreement by adding five properties as set forth herein; NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. This Amendment shall be effective as of the day and year first above written. 2. The Agreement is hereby amended by substitut- ing the new Exhibit "A" attached hereto for Exhibit "A" previously attached to the Agreement, as amended, which new Exhibit "A" reflects the properties hereinafter covered by the Agreement. 8911'2 3. All other terms and provisions of said Agree- ment shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereunto subscribed their names the day and year first above written. KAYO OIL COMPANY By: Title: j//22,CSi/ti✓ / ,cl cirt CONO-SERVICES INC. 8911C2 2 EXHIBIT "A" ARVADA #06318 8170 W. 80th Ave. Arvada, CO 80005 Meadows Commercial Condominium Unit #1 S911t2 AMENDMENT NO. 2 TO SUBLEASE AGREEMENT THIS AMENDMENT NO. 2, is dated the, /d%C day of `A ,,K A.,), 1988, by and between KAYO OIL COMPANY ("Kayo") and CONO-SERVICES INC. ("Lessee"). WITNESSET H: WHEREAS, Kayo and Lessee have entered into that certain Sublease Agreement ("Agreement") dated January 1, 1988, as subsequently amended; WHEREAS, Kayo and Lessee now desire to further amend said Agreement as set forth herein; NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. This Amendment shall be effective as of the day and year first above written. 2. The Agreement is hereby amended by substitut- ing the new Exhibit "A" attached hereto for Exhibit "A" previously attached to the Agreement, as amended, which new Exhibit "A" reflects the properties hereinafter covered by the Agreement. 891102 3. All other terms and provisions of said Agree- ment shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereunto subscribed their names the day and year first above written. KAYO OIyCO By: Title: 1"KESI( EIVT CONO-SERVICES INC. By:, #L��tcL Title: Pk6S I n EN -r 2 991102 EXHIBIT "A" ARVADA #06318 8170 W. 80th Ave. Arvada, CO 80005 Meadows Commercial Condominium Unit #1 891102 AMENDMENT NO. 3 TO SUBLEASE AGREEMENT THIS AMENDMENT NO. 3, is dated the /3r day of 14,AAL , 1989, by and between KAYO OIL COMPANY ("Kayo") and CONO-SERVICES INC. ("Lessee"). WITNESSET H: WHEREAS, Kayo and Lessee have entered into that certain Sublease Agreement ("Agreement") dated January 1, 1988, as subsequently amended; WHEREAS, Kayo and Lessee now desire to further amend said Agreement as set forth herein; NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. This Amendment shall be effective as of the day and year first above written. 2. The Agreement is hereby amended by substitut- ing the new Exhibit "A" attached hereto for Exhibit "A" previously attached to the Agreement, as amended, which new Exhibit "A" reflects the properties hereinafter covered by the Agreement. 1991102 3. All other terms and provisions of said Agree- ment shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereunto subscribed their names the day and year first above written. KAYO OIL COMPANY By: Secretary Title: CONO-SERVICES INC. By: Title: President 2 891102 EXHIBIT "A" ARVADA #06318 8170 W. 80th Ave. Arvada, CO 80005 Meadows Commercial Condominium Unit #1 1 of 28 891102 AMENDMENT NO. 4 TO SUBLEASE AGREEMENT THIS AMENDMENT NO. 4, is dated the /34 -day of �_,Jintti , 1989, by and between KAYO OIL COMPANY ("Kayo") and CONO-SERVICES INC. ("Lessee"). WITNESSET H: WHEREAS, Kayo and Lessee have entered into that certain Sublease Agreement ("Agreement") dated January 1, 1988, as subsequently amended; WHEREAS, Kayo and Lessee now desire to further amend said Agreement as set forth herein; NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. This Amendment shall be effective as of the day and year first above written. 2. The Agreement is hereby amended by substitut- ing the new Exhibit "A" attached hereto for Exhibit "A" previously attached to the Agreement, as amended, which new Exhibit "A" reflects the properties hereinafter covered by the Agreement. 891102 3. All other terms and provisions of said Agree- ment shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereunto subscribed their names the day and year first above written. KAYO OIL COMPANY By: ��ol•:�.arJ�`eL_ Title: CONO-SERVICES INC. By:C�/u M e Title: Pk 5iDET1 — 2 891102 EXHIBIT "A" ARVADA #06318 8170 W. 80th Ave. Arvada, CO 80005 Meadows Commercial Condominium Unit #1 891102 OV/ 1V/ UJ - 1J• 1L UleG AMENDMENT NO. 5 TO SUBLEASE AGREEMENT THIS AMENDMENT NO. 5, is dated the _ day of , 1989, by and between KAYO OIL COMPANY ("Kayo") and CONO-SERVICES INC. ("Lessee"). WITNESSET H: WHEREAS, Kayo and Lessee have entered into that certain Sublease Agreement ("Agreement") dated January 1, 1988, as subsequently amended; WHEREAS, Kayo and Lessee now desire to further amend said Agreement as set forth herein; NOW, THEREFORE, for and in of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. The Agreement is hereby amended by substitut- ing the new Exhibit "A" attached hereto for Exhibit "A" previously attached to the Agreement, as amended, which new Exhibit "A" reflects the properties hereinafter to be covered by the Agreement. 2. This Amendment shall be effective as of the day and year first above written, except as set forth in Exhibit "A". 3. All other terms and provisions of said Agree- ment shall remain in full force and effect. 8911112 08/18/89 ^ 13:12 003 IN WITNESS WHEREOre the parties hereunto subscribed their names the day and year first above written. KAYO OIL COMPANY CONO-SERVICES INC. O ticr eiv Title: VIC['r ieSti r 2 891102 00/10/00 - 13.13 001 EXHIBIT "A" ARVADA 8170 W. 80th Ave. Arvada, CO 80005 AURORA 12001 E. I1iff Ave. Aurora, CO 80014 15351 E. I1iff Ave. Aurora, CO 80013 1191 S. Buckley Aurora, CO 80017 19001 R, Quincy Avenue Aurora, CO 80013 16820 E. Quincy Avenue Aurora, CO 80015 14490 E. 6th Ave. Aurora, CO 80010 BELLVUE *92 Poudre Canyon (Hwy 287) Bellvue, CO BOULDER 601 S. Broadway Boulder, Co 80303 BRUSH *505 East Edison Brush, CO • 1 of 4 891W2 bdildidy L5:1J WOO COLORADO SPRINGS 5810 Omaha Boulevard 80901 Colorado Springs, 4140 Date Street Colorado Springs, CO 80901: 1705 W. Uintah Colorado Springs, CO 4310 Fountain Boulevard r.nlnrado Springs, CO 7350 Hancock Expresssway80�10 Colorado Springs, Academy and Astrozon Colorado Springs. CO 4315 N. Academy Boulevard Colorado Springs, CO DENVER 4495 Peoria Denver, CO 80239 3434 West Alameda Denver, CO 80223 279 S. Federal Blvd. Denver, CO 502 Sheridan Boulevard Denver, CO 3550 Downing Unit A Denver, CO 80205 ENGLEWOOD 10210 E. Arapahoe Road Englewood, CO 80111 2 of 4 8911C2 08/18/89 .3:13 006 FORT COLLINS *501 South Taft Hill Ft, Collins, CO GREELEY *2527 South 8th Avenue Greeley, CC *213 18th Street Greeley, CO *2803 West 10th Street Greeley, CO LAFAYETTE 500 W. South Boulder Road Lafayette, CO 80026 LAPORTE *Hwy 287 s N Overland Rd Laporte, CO LITTLETON 6724 W. Canyon Littleton, CO 80123 5091 S. Jellison Way Littleton, CO 80123 8073 S. Broadway Littleton, CO 80120 LOVELAND *1611 West Eisenhower Blvd. Loveland, CO 8911(1.12 3 of 4 007 NORTHGLENN 11090 N. Colorado Blvd. Northglenn, CO 80233 PARKER 11515 North Highway 83 Parker, CO 80134 STERLING *230 Broadway Sterling, CO WESTMINSTER 9175 Harlan Street Westminster, CO 80030 WINDSOR *529 Main Street Windsor, CO *Effective as of August 30, 1983 8J11 a2 4 of 4 700 East Speer Boulevard Denver, Colorado 80203 Telephone 303/777-3737 FAX 303/777-3823 H. Alan Dill Robert A. Dill Jon Stonbraker Daniel W. Carr John A. Hutchings Arthur Keith Whitelaw Ill Lucien J. Dhooge Charles J. Carroll Joseph M. Elio DILL and DILL A Professional Corporation September 20, 1989 Weld County Commissioners' Office Tommie Antuna, Clerk to the Board P.O. Box 758 Greeley, CO 80632 RE: Change of Ownership for Cono-Services Inc. Dear Tommie, Regarding your phone call yesterday, I have enclosed the following items: 1. Copies of Signed Individual History Records 2. Letters of Reference 3. Sublease Amendments #1 through #5. Regarding item #3 above, please note that I did not include all of the exhibits for Amendments #1 - #4. Until recently, they were not paper efficient and just attached a new page each time the added a new location and prepared a new amendment. If your attorney still wants copies, please let me know. I did request a copy of the recorded deed when it was available but was told that it will take a month, maybe longer. If possible, please process the paperwork without it and we will still get you a copy when available. As I mentioned on the phone, Conoco Inc. now owns the property. They are subleasing it to Kayo Oil Company (also a Conoco Inc. subsidiary), which is in turn leasing it ,tO Cono-Services Inc. If you need anything further, please let me know. Sincerely, Lois Rentz Paralegal lr enclosures 8911)2 AMENDMENT NO. 6 TO SUBLEASE AGREEMENT THIS AMENDMENT NO. 6, is dated the day of , 1989, by and between KAYO OIL COMPANY ("Kayo") and CONO-SERVICES INC. ("Lessee"). WITNESSET H: WHEREAS, Kayo and Lessee have entered into that certain Sublease Agreement ("Agreement") dated January 1, 1988, as subsequently amended; WHEREAS, Kayo and Lessee now desire to further amend said Agreement as set forth herein; NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. The Agreement is hereby amended by substitut- ing the new Exnibit "A" attached hereto for Exhibit "A" previously attached to the Agreement, as amended, which new Exhibit "A" reflects the properties hereinafter to be covered by the Agreement. 2. This Amendment shallbe effective as of the day and year first above written, except as set forth in Exhibit "A". 3. All other terms and provisions of said Agree- ment shall remain in full force and effect. 891102 IN WITNESS WHEREOF, the parties hereunto subscribed their names the day and year first above written. KAYO OIL COMPANY \By: Title: CONO-SERVICES INC. By: Title: 2 891102 EXHIBIT "A" ARVADA 8170 W. 80th Ave. Arvada, CO 80005 AURORA 12001 E. Iliff Ave. Aurora, CO 80014 15351 E. Iliff Ave. Aurora, CO 80013 1191 S. Aurora, 19001 E Aurora, 16820 E Aurora, 14490 E Aurora, *14531 E Aurora, BELLVUE Buckley CO 80017 . Quincy Avenue CO 80013 . Quincy Avenue CO 80015 . 6th Ave. CO 80010 . Alameda CO 80012 92 Poudre Canyon Bellvue, CO BERTHOUD (Hwy 287) *1095 First St. Berthoud, CO 80513 BOULDER 601 S. Broadway Boulder, CO 80303 1 of 6 891102 *3375 28th St. Boulder, CO 80301 *4501 N. Broadway Boulder, CO 80302 BRIGHTON *12354 Weld County Road Brighton, CO 80601 BROOMFIELD *1601 Hwy 287 Broomfield, CO 80020 BRUSH 505 East Edison Brush, CO COLORADO SPRINGS 5610 Omaha Boulevard Colorado Springs, CO 80901 4140 Date Street Colorado Springs, CO 80901 1705 W. Uintah Colorado Springs, CO 4310 Fountain Boulevard Colorado Springs, CO 2350 Hancock Expressway Colorado Springs, CO 80910 Academy and Astrozon Colorado Springs, CO 4315 N. Academy Boulevard Colorado Springs, CO 2 of 6 8911'2 COMMERCE CITY *4981-94 E 64th Avenue Commerce City, Co DENVER 4495 Peoria Denver, CO 80239 3434 West Alameda Denver, CO 80223 279 S. Federal Blvd. Denver, CO 502 Sheridan Boulevard Denver, CO 3550 Downing Unit A Denver, CO 80205 *3495 Fox Street Denver, CO 80216 ENGLEWOOD 10210 E. Arapahoe Road Englewood, CO 80111 ERIE *4200 NE County Line Rd. Erie, CO 80516 FORT COLLINS 501 South Taft Hill Ft. Collins, CO *3809 Mulberry Ft. Collins, CO 80521 3 of 6 8911'2 GILCREST *615 Railroad Gilcrest, CO 80623 GOLDEN *2449 Ford St. Golden, CO 80401 *1590 W. 44th Avenue Golden, CO 80401 GREELEY 2527 South 8th Avenue Greeley, CO 213 18th Street Greeley, CO 2803 West 10th Street Greeley, CO HIGHLANDS RANCH *7130 E. County Line Rd. Highlands Ranch, CO 80126 LAFAYETTE 500 W. South Boulder Road Lafayette, CO 80026 *802 S. Public Rd. Lafayette, CO 80026 LAKEWOOD *10815 W. Jewell Avenue Lakewood, CO 80226 *1110 S. Pierce Lakewood, CO 80226 4 of 6 x911'2 LAPORTE Hwy 287 & N Overland Rd Laporte, CO LITTLETON 6724 W. Canyon Littleton, CO 80123 5091 S. Jellison Way Littleton, CO 80123 8073 S. Broadway Littleton, CO 80120 *7444 W. Chatfield Littleton, CO 80123 *5600 S. Simms St., Unit A Littleton, CO 80123 LONGMONT *1801 Hover Rd. Longmont, CO 80501 LOVELAND 1611 West Eisenhower Blvd. Loveland, CO *1260 14th Street S.W. Loveland, CO 80537 *5009 N. Garfield Loveland, CO 80537 NIWOT *1960 Niwot Rd. Niwot, CO 80544 5 of 6 8911 (2 NORTHGLENN 11090 N. Colorado Blvd. Northglenn, CO 80233 *774 West 120th Avenue Northglenn, CO 80234 PARKER 11515 North Highway 83 Parker, CO 80134 STERLING 230 Broadway Sterling, CO THORNTON *2350 E. 120th Avenue Thornton, CO 80223 *1550 W. 88th Avenue Thornton, CO 80221 WESTMINSTER 9175 Harlan Street Westminster, CO 80030 *8113 W. 94th Avenue Westminster, CO 80020 WINDSOR 529 Main Street Windsor, CO *Effective as of September 13, 1989 E of 6 8911'1'2 ASSET TRANSFER AGREEMENT PART I SPECIAL TERMS THIS AGREEMENT made and entered into this 7th day of June 1989, by and among YENTA, INC., a Colorado corporation, ("Yenta") and CONOCO INC., a Delaware corporation, ("Conoco"). W I T N E S S E T H: WHEREAS, Verta is the owner of certain personal property, fixtures, tenant improvements, and equipment (collectively referred to as the "Assets") used in the operation of service stations and convenience stores as described in Exhibit A, which is attached hereto and made a part hereof (collectively referred to as the "Properties"), and the Light Oil Inventory, Merchandise Inventory and Miscellaneous Merchandise (as these terms are defined in Part II, Section 3.03 and collectively referred to as the "Inventory"); and WHEREAS, Yenta desires to exchange the Assets and sell the Inventory to Conoco; and WHEREAS, Conoco desires to exchange the Assets and purchase the Inventory from Venta for cash; and WHEREAS, simultaneously with the execution of this Agreement, Conoco is entering into exchange agreements to acquire all of the Properties (each referred to as "Exchange Agreement" and collectively referred to as "Exchange Agreements"). 891102 NOW, THEREFORE, in consideration of the mutual covenants and obligations provided in this Agreement Venta agrees to exchange the Assets and sell the Inventory to Conoco and Conoco agrees to exchange the Assets and purchase the Inventory from Venta as follows: 1. EXCHANGE VALUE The Exchange Value for the Assets shall be Four Million Four Hundred Fourteen Thousand Three Hundred Eighty Four Dollars ($4,414,384.00) ("Exchange Value") and the Sales Price for the Inventory of Venta will be an amount determined as provided in Part II, Section 3.03. Pursuant to Part II, Section 3.01, Conoco shall exchange the Assets on or after the Closing Date ("Asset Closing Date") and pay to Venta the Sales Price for the Inventory on the Inventory Closing Date (as defined in Section 3.04 of Part II). 2. ALLOCATION OF EXCHANGE VALUE The Exchange Value of the Assets located on each Property shall be allocated among tenant improvements, equipment, furniture and fixtures, and intangibles as set forth on Exhibit B, attached hereto and incorporated herein by reference to be prepared as of the Inventory Date. The Exchange Value for the Assets shall be further allocated on Exhibit A to show the amount of Assets located on each Property subject to an Exchange Agreement. 2 891102 3. PART II AND OTHER ATTACHMENTS This Part I and any attachments hereto, including Part II and the various Exhibits are incorporated herein and are collectively hereinafter referred to as the "Agreement". 4. CLOSING DATE Time: 10:00 A.M. Date: Se tember 13 1989 Place: Offices of Gelt Fleishman & Sterlin P.C. 303 E. 17th Avenue Denver Colorado or such other time, date and place as may be mutually agreed upon by the parties ("Asset Closing Date"). 5. BROKER COMMISSIONS Neither Conoco, nor Venta, shall be responsible for any realtor or broker's commission or fee incurred by the other party, and Conoco and Venta each hereby shall indemnify and hold the other party harmless with respect to any obligations to pay any fee or commission to any realtor or broker for or on account of the transactions and agreements contemplated by this Agreement. 6. NOTICES Notices shall be sent by overnight express mail, certified mail, or personal delivery. The date of service will be the date on which notice is received by the noticed party. Notices shall be sent to the following addresses: 3 891102 To yenta: yenta, Inc. 1055 Auraria Parkway #100 Denver, Colorado 80204 Attn: Harold G. Arnold Any party may change its address notice to the other parties. To Conoco: Conoco Inc. 600 N. Dairy Ashford Houston, Texas 77079 Attn: J.S. Hill for notice purposes by written IN WITNESS WHEREOF the parties hereto have fully executed this Agreement in triplicate, the date first above written. "yenta" Yenta-,HE.;a Colorado Corporation By: Printed Signature: Ronald W. Hagmeyer Title: President "Conoco" Conoco Inc., a Delaware Corporation By: Printed Signature: J. S. Hill /d Title: Attorney -in -Fact 4 891102 PART II 1. TITLE PROCEDURES 1.01 Yenta shall, within thirty (30) days from the Agreement date set forth in Part I, at Yenta's sole cost and expense, procure and deliver to Conoco a detailed list of all of the underground tanks, lines, including the ages of the underground tanks and lines, dispensers, pumps, sign boxes and poles, air compressors, light fixtures, cash registers, coolers, freezers, furniture, office machines, and other items of operating equipment owned by Venta on or before the Asset Closing Date located on the Properties ("Equipment"). Yenta warrants that the Equipment will be in operating condition on the Inventory Date. EXCEPT FOR THE WARRANTY SET FORTH IN THE PRECEDING SENTENCE, VENTA HAS MADE OR MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE EQUIPMENT AND ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 1.02 Conoco shall also have a reasonable time, not to exceed thirty (30) days from and after the date of execution of Part I, to examine title to the Equipment to satisfy itself that Yenta presently holds free and unencumbered title to its Equipment. If Conoco should determine that there are any defects in Yenta's title 5 891102 to its Equipment,' Conoco shall advise Yenta of said defects and Yenta shall have a period of thirty (30) days from date of notification in which to cure said defects. 1.03 If any license or permit required for the operation of the business on the Properties is transferable, Venta will transfer such permits or licenses to Conoco to the extent allowed by law. Conoco shall assume responsibility for obtaining all required permits or licenses required for the operation of the business it desires to operate on the Property or Properties and shall use its best efforts to obtain such permits or licenses prior to the Asset Closing Date. 1.04 Conoco shall not enter the Properties or speak to those persons employed by Venta and working at the Properties at any time on or before the Asset Closing Date ("Employees"), without receiving the prior consent of Venta. 1.05 Yenta shall assign, subject to any necessary consents, only those contracts, written or oral, ("Contracts") listed on Exhibit D for that respective Property to Conoco and Conoco shall accept the assignment thereof and assume and indemnify Yenta against any obligations arising from facts or events occurring after the Closing Date. Venta will indemnify Conoco from obligations arising from facts or events occurring prior to the Closing Date. Venta will provide estoppel certificates in a form 6 891102 suitable to Conoco's counsel for each contract assigned. Venta shall remain liable and responsible for all other Contracts not listed on Exhibit D. 1.06 Not more than thirty (30) nor less than twenty (20) days prior to the Asset Cl_sing Date, Venta will supply Conoco with affidavits in a form satisfactory for purposes of compliance with C.R.S. § § 4-6-101 to 4-6-111 (Colorado Bulk Sales Act) accom- panied by a list of names, business addresses and account balances of Venta creditors as of a time as near to the date of the affi- davit as is reasonably practicable, and Venta will supply Conoco with any additional documents and information necessary for comp- liance with the Colorado Bulk Sales Act. 2. REPRESENTATIONS AND WARRANTIES 2.01 Venta and Conoco represent and warrant from the date hereof to the Asset Closing Date that: (a) They are corporations duly organized, validly existing, and in good standing under and by virtue of the laws of their respective states of incorporation and are duly qualified to do business wherever necessary to perform their obligations under the Agreement. 7 891102 (b) They have full legal power to enter into and perform the terms of the Agreement. (c) The execution, delivery, and performance of the Agreement have been duly authorized by all necessary corporate action. 2.02 Venta hereby represents and warrants that: (a) On the Asset Closing Date Venta will hold marketable title to the Assets and Inventory free and clear of all liens and leasehold interests placed thereon. (b) Venta has not: (i) entered into any agreements or arrangements other than this Agreement for the sale and disposition of the Assets or Inventory or granted any preferential right to purchase any of the Assets or Inventory or (ii) mortgaged or pledged or subjected to any lien, charge, or other encumbrance, any of the Assets or Inventory except mortgages or liens that shall be released on or prior to the Asset Closing Date. (c) Venta has no obligation to any third parties involving its Assets or Inventory that Conoco would be obligated to assume except those that have been previously listed on Exhibit D. (d) Between the date of this Agreement and the Inventory Date, Venta will not change its pricing policy, levels of inventories, 8 891102 (excluding inventories not to be purchased by Conoco), staffing, or any other material operating policy at any Property operated by Venta such that the referenced Property would experience a decrease in business, cash flow, or customer volume as a result thereof. (e) None of Venta's employees are subject to contracts between Venta and any union or collective bargaining unit, and none of the employees have filed Unfair Labor Practice charges or claims, or any similar charges or claims, with the National Labor Relations Board, or any state or local labor relations board or commission, except those that have been previously disclosed in writing to Conoco by Venta. 3. PAYMENT OF EXCHANGE PRICE, DOCUMENTS AND PROCEDURES 3.01 (a) On or before the Asset Closing Date, Conoco, by Federal Reserve Wire Transfer, shall wire transfer the costs for which Conoco is responsible for hereunder ("Conoco's Costs") to the escrow account of the Title Company in immediately available funds. (b) In addition Venta agrees to execute and cause NewCorp to execute and Conoco agrees to execute on the Closing Date the Branded Gasoline Purchase Agreement attached as Exhibit F and incorporated in this Agreement by reference. In consideration for such Branded Gasoline Purchase Agreement, Conoco agrees to pay Venta and NewCorp at Closing by Federal Reserve wire transfer as 9 891102 directed by these respective parties, the sums of $100,000 and $900,000, respectively. 3.02 On the Asset Closing Date, Venta shall deliver to Conoco title to the Assets and shall execute and tender to Conoco good and sufficient bills of sale transferring good and marketable title to the Assets to Conoco. If the transfer of any Property for which an Exchange Agreement has been entered into by Conoco fails to occur due to Conoco's and Venta's inability to resolve environmental concerns pursuant to Section 4 of the Agreement or pursuant to any other provisions set forth in the Exchange Agreement, then the Exchange Value referred to in Section 3.01 above shall be reduced by the value of the Assets located on that Property as set forth in Exhibit A and all obligations under this Agreement with respect to those Assets shall terminate. In addition, Conoco shall not be obligated to purchase and Venta shall not be obligated to sell the Inventory located on such Property and such Inventory shall not be included pursuant to Part II, Section 3.05 below. 3.03 On the Asset Closing Date, Conoco shall designate Four Million Four Hundred Fourteen Thousand Three Hundred Eighty Four Dollars ($4,414,384.00) as exchange funds ("Exchange Funds"). Exchange Funds shall be further processed as more fully set forth in Part II, Section 9 of this Agreement. 10 891102 (a) Conoco shall be reimbursed from the Exchange Funds for Closing Costs imposed upon Conoco by this Agreement or by the agreement to purchase the Exchange Property. "Closing Costs" throughout this Agreement shall include all costs, fees, and charges (including, without limitation, recording fees, messenger fees, escrow charages, insurance costs, agent's commissions and transfer taxes, attorney's fees) relating to the acquisition and transfer of the Exchange Assets. (b) During the Exchange Period, hereinafter defined, Conoco shall increase the Exchange Funds by the rate equivalent to Dealer AA Commercial paper Rates as quoted in the Wall Street Journal for thirty (30) day maturities; the initial rate will be set on the Asset Closing Date and adjusted every thirty (30) days thereafter. 3.04 Possession. Possession to the Assets shall be given to Conoco on the Inventory Date. 3.05 Within twenty (20) days after the Asset Closing Date, representatives of Venta and Conoco shall jointly conduct an inventory at each of the Properties to determine the quantity of the Inventories listed below which is located at each of the Properties on the actual date of the inventory ("Inventory Date"). 11 891102 (a) All saleable gasoline, kerosene, and diesel fuel owned by Venta on the Inventory Date located on the Properties shall be referred to as "Light Oil Inventory." Conoco shall pay Venta for all gasoline and diesel fuel at a price equal to the Oil Price Information Service (OPIS) average for unbranded gasoline and diesel fuel at the normal supply terminal to the relevant Property on the Inventory Date, or other price information service if OPIS is not available, plus the cost of short haul freight from the normal supply terminal to the Property. Kerosene will be invoiced at Venta's cost. (b) All saleable motor oils, antifreeze, and merchandise owned by Venta and located on the Properties on the Inventory Date, including, without limitation, all foods, staples, drinks, beverages, tobacco products (excluding cigarettes), toiletries, and other various and sundry items shall be referred to as "Merchandise Inventory." Such Merchandise Inventory shall not include soft drink mix, soft drink cups, bulk coffee, coffee cups, bulk popping corn, popcorn boxes, paper bags, napkins, and other supplies not priced separately by Venta for retail sale, and cleaning supplies and other operating and maintenance supplies not held for retail sale, owned by Venta on the Inventory Date located on such Properties ("Miscellaneous Merchandise"). Conoco shall pay for the Merchandise Inventory, excluding Miscellaneous Merchandise, computed at sixty-nine percent (69%) of Venta's established retail price therefor in effect on the Inventory Date. 12 891102 Notwithstanding anything contained herein, cigarettes shall be invoiced at cost. Conoco shall pay Venta for the Miscellaneous Merchandise, computed at Venta's actual cost. Venta shall provide Conoco with evidence of such cost upon Conoco's request. 3.06 As soon as reasonably possible after the Inventory Date, Venta shall send an invoice to Conoco in an amount equal to the Sales Price for the Inventory. The Inventory Closing Date shall be fifteen (15) days after Venta's invoice to Conoco. 3.07 Between the Asset Closing Date and Inventory Date, Venta shall continue to operate the Properties currently operated by it, only with Venta's employees as Conoco's licensee ("License Period"). On the Inventory Closing Date, Venta, as the operator of the Property and owner and seller of the Inventory, shall deliver to Conoco the following: (a) a good and sufficient bill of sale transferring good and marketable title to all Venta owned Inventory to Conoco; and (b) a good and sufficient assignment of Venta's Contracts including a consent and estoppel certificate as required by Part II, Section 1.05, (and Conoco shall execute and deliver to Venta a written assumption and indemnification agreement as contemplated by Part II, Section 1.05). 13 891102 During the License Period, Yenta shall continue in the ordinary course of business as if Venta still operated the businesses and the Properties. Conoco and Venta agree that Venta's operation of any Properties during the License Period is not a franchise relationship as that relationship is defined by the Petroleum Marketing Practices Act. 3.08 Anything contained in this Part II, Section 3, to the contrary notwithstanding, Conoco shall have no obligation to purchase any inventory which is unfit for use or resale. Venta shall remove all such inventory from the Properties by the Inventory Date. 3.09 Yenta shall notify all of the utility companies servicing the Properties that services on behalf of Yenta shall be terminated effective as of the Inventory Date, and in this regard, Yenta shall promptly pay for all charges or fees relating to such utility services supplied prior to the Inventory Date. 3.10 Any and all trade names, trademarks, brand names, building and canopy fascia, price sign faces and numbers, labels, insignia, or imprints identifying Yenta, its subsidiaries, affiliates, or divisions, shall be and remain the property of Venta, and shall not be conveyed to Conoco hereunder. Venta shall be responsible for the de -identification of the Properties operated by it, at its sole cost and expense. The de -identification of the 14 891102 Properties shall be performed in a good and workmanlike manner, without any unnecessary damage thereto and shall, to the extent possible, be completed within sixty (60) days after the Inventory Closing Date, unless otherwise agreed upon by the parties. This Part II, Section 3.08, notwithstanding, 1) Venta will leave in place all credit card imprinters, trade names, trademarks, brand names, building and canopy fascia, merchandiser boxes, price sign faces and numbers, labels, and insignia of Conoco and the "C+" trademark and 2) on the Closing Date Venta and Conoco, for the trademark C+, will execute the royalty free trademark license agreement set out on Exhibit E, which is attached hereto and made a part hereof. SECTION 4 ENVIRONMENTAL 4.01 Prior to the Closing Date, Venta shall cause all underground tanks and product lines at the Properties to be tested for tightness using the "Petrotite" test, or other test mutually acceptable to the parties. The tanks and lines shall be considered tight if net liquid loss does not exceed 0.05 10 hours. Venta and Conoco shall agree on the shall pay for the costs of the tank and line gallons (190 ml) per contractor and Venta tests. The results of such test, which shall be furnished to Conoco prior to the Closing Date or as they become available from the Contractor, shall be final and binding upon the parties hereto. 15 891102 4.02 If a tank or line does not test tight pursuant to Part II, Section 4.01, at Conoco's option, Venta shall either repair said tank or line, or replace said tank or line all in accordance with federal standards as set out in the Code of Federal Regulations. If Conoco elects to replace any tank, Venta's replacement obligation per Property shall be limited to the costs for acquiring and installing a tank of the same size and type. Notwithstanding the foregoing, if the defective tank is a non-cathodically protected bare steel tank, the parties will agree upon the type and size of the replacement tank; provided that if Conoco desires to have such tank replaced with a larger or different type of tank, Venta will pay the cost for acquiring and installing a tank of the same size and type which is being removed or replaced. 4.03 Prior to the Closing Date, Venta and Conoco shall cause the soil and groundwater underlying the Properties to be tested by a mutually agreed upon contractor ("Contractor") in accordance with the scope of work set out in Exhibit "G" to determine whether the concentration of hydrocarbons, if any, is greater than the criteria set forth in Part I, Section 8 ("Contamination Criteria"). The costs of the soil and groundwater tests will be paid by Venta. The results of such test, which shall be furnished to Conoco prior to the Closing Date or as they become available from the Contractor, shall be final and binding upon the parties hereto. 16 891102 4.04 Conoco's representatives shall have the right to be present at all testing done pursuant to Part II, Sections 4.01, 4.02, and 4.03; provided, however, that Conoco shall indemnify and hold Venta harmless from and against all losses, damages, demands, claims, suits, and other liabilities, including attorneys' fees and other expenses of litigation, because of personal injury or property damage incurred by Conoco's representatives attending such tests. Venta shall notify Conoco in advance of the date and time of all tests and all test results referenced herein shall be available to Conoco as soon as known but no later than ten (10) days prior to the closing Date. 4.05 Within ten (10) calendar days after the parties are advised that Contractor has determined that the soil and/or groundwater underlying any Property does not satisfy the Contamination Criteria, the parties shall attempt in good faith to reach agreement on either: (a) Reducing the Exchange Value as it relates to such Property; (b) Having Venta, at Venta's sole cost, reduce the petroleum -derived hydrocarbons on the Property so that the Property is determined to satisfy the Contamination Criteria, prior to the Closing Date; or (c) Having Venta after the Closing Date, at Venta's sole cost, reduce the petroleum -derived hydrocarbons on the Property so 17 891102 that the Property is determined to satisfy the Contamination Criteria. If the parties agree upon alternatives (a), (b), or (c) above, then the purchase by Conoco of the Property on the Closing Date under alternatives (a) or (b) or the determination by the Contractor that the Property satisfies the Contamination criteria after the Closing Date under alternative (c) will satisfy all of Yenta's environmental remediation obligations with respect to such Property (including any obligation under Part II, Section 5.02) and Venta shall have no further obligation to Conoco or Conoco's underwriters for environmental remediation of the Property. In no event shall Venta be responsible for any environmental remediation of the Property or Properties: (a) after the Closing Date under alternative (a) or (b) above; or (2) after the determination by mutual agreement of the Contractor, Venta and Conoco that the Property or Properties satisfy the Contamination Criteria after the Closing Date under alternative (c) above. If the parties are unable to reach agreement regarding the alternatives above within 10 days, then either party may thereafter cancel insofar as it relates to the Property or Properties reduce the Exchange Value accordingly. this Agreement in question and 4.06 Until such time as Conoco accepts the tanks and lines as tight and the Property or Properties as satisfying the Contamination Criteria pursuant to this Section 4, unless otherwise required by law, or the parties agree on alternative (a) under Part 18 891102 II, Section 4.05, all contacts and communications with governmental agencies regarding the Property or Properties shall be made exclusively by Venta with copies thereof to Conoco. 5. ALLOCATION OF LIABILITIES, INDEMNITIES, DEFENSE OF ACTION 5.01 Conoco agrees to indemnify and hold harmless Venta, and any and all of Venta's subsidiaries and affiliates, individually and jointly, and the directors, officers, shareholders, employees, contractors, or agents of any of them from and against any claims, demands, suits, losses, employment termination or transfer claims or suits, liabilities, administrative enforcement actions, government actions, penalties, or remedial actions (and for all expense of suits, attorneys' fees, and all costs), including but not limited to claims, demands, suits, losses, or liabilities incurred by Conoco, its underwriters or insurers, or any parties claiming through or under Conoco, caused by or resulting from, growing out of, or incidental to causes of action relating in any way to the ownership., operation, leasing, maintenance construction or sale of, or in any other way to, any Property or Properties, Equipment or Inventory which arise'after the Inventory Date. 5.02 Except as provided in Section 4.05, Venta agrees to Indemnify and hold harmless Conoco, and any or all Conoco's subsidiaries and affiliates, individually and jointly, and the directors, officers, employees, contractors, or agents of any of 19 891102 them from and against any claims, demands, suits, losses, employment termination or transfer claims or suits, liabilities, administrative enforcement actions, government actions, or penalties (and for all expense of suits, attorneys fees, and all costs), including but not limited to claims, demands, suits, losses, or liabilities incurred by Venta, its underwriters or insurers, or any parties claiming through or under Venta, caused by or resulting from, growing out of, or incidental to causes of action relating in any way to the ownership, operation, leasing, maintenance, construction or sale of, or in any other way to, any Assets or Inventory sold by Venta to Conoco hereunder, which arose prior to the Inventory Date. 5.03 The indemnifying party shall also, at its sole cost and expense, investigate, handle, respond to, and provide defense for any claim, demand, or suit, loss or liability for which it gives indemnity herein. 5.04 Each indemnified party shall notify the indemnifying party immediately of any claim, demand, or suit, loss or liability that may be presented to it by any claimant, affording such indemnifying party full opportunity to assume the defense of such claim, demand, or suit and to protect itself under the obligations of this Section. 20 691102 6. EMPLOYEES 6.01 Conoco is not purchasing an ongoing business but is purchasing fixed assets and inventory, and Conoco shall not be considered a successor to Venta for the purpose of any claims or charges for unemployment compensation, worker's compensation, Fair Labor Standards Act violations, Occupational Safety and Health Act violations, Equal Employment Opportunity violations, or any similar federal, state or local statutes or regulations. 6.02 Conoco shall have no Obligation to employ or offer employment to any of the Employees but shall have the right to interview and offer employment to any or all Employees. 7. DEFAULT 7.01 Time is of the essence in this Agreement. 7.02 Venta shall keep and maintain its Assets in good condition and repair and deliver the same to Conoco in the same condition as they now are, ordinary wear and tear excepted, and Yenta shall maintain in full force and effect existing fire and extended coverage insurance on its Assets and Inventory through the Inventory Date, it being understood that the risk of loss, damage or destruction thereof by fire or otherwise prior to the Inventory Date shall rest with Venta. In the event that all or part of the 21 891102 Assets or Inventory is lost, damaged or destroyed by fire or otherwise prior to the Inventory Date, Venta shall have the option to return the Assets or Inventory to their condition on the Asset Closing Date or the Inventory Date, as the case may be, or negotiate a reduction of the Sales Price for the lost, damaged or destroyed Assets or Inventory and if no agreed upon reduction is reached, those assets or inventory shall be excluded from this Agreement and the Exchange Value and the Promissory Note amount shall be adjusted accordingly. 8. TAXES 8.01 All personal and ad valorem taxes for the current taxable year assessed against the Assets and Inventory shall be prorated to the Closing Date as though paid in arrears between Venta and Conoco, said proration to be based on one hundred and four percent (104%) of the prior year tax bill, unless the current year tax assessment for the Assets and Inventory is established. 8.02 Conoco shall be entitled to recover any motor fuels taxes which are included in the price of the Light Oil Inventory to be paid to Venta. 8.03 Any sales or use tax due with respect to the sale of the Assets or Inventory shall be paid by Conoco. Conoco shall furnish 22 891102 Venta with resale exemption certificates as to sales taxes on the Inventory. 8.04 If one party determines that any of the transfers of the Assets constitute a transaction reportable under § 1060 of the Internal Revenue Code of 1986, as amended, then that party shall notify the other party that it plans to report said transfer. Each party agrees that if reporting is made, it will be in a manner consistent with the Sales Price allocations set forth in Exhibits A and B. 9. PAYMENT OF EXCHANGE PRICE, CLOSING DOCUMENTS & PROCEDURES 9.01 This Exchange Agreement shall continue until (a) Conoco has used substantially all of the Exchange Funds for the acquisition of assets designated by Venta ("Exchange Assets") or (b) one hundred eighty (180) days after the Asset Closing Date, whichever event shall first occur ("the Exchange Period"). "Substantially all" as used in this section shall be achieved when and if the Exchange Funds remaining are less than Ten Thousand Dollars ($10,000). Upon the expiration of the forty-five (45) day identification period set forth in Section 1031(a)(3)(A) of the Internal Revenue Code of 1986, as amended, (the "Code") ("Identification Period"), if Conoco has not received written notification of target Exchange Assets ("Exchange Notice") from Venta with aggregate purchase prices equal to or in excess of 23 891102 $2,000,000, then Conoco shall pay to Venta the difference between the purchase price of identified target Exchange Assets and $2,000,000.00 in cash. If Conoco has not received Exchange Notice for target Exchange Assets within the Identification Period with aggregate purchase prices sufficient to consume all of the Exchange Funds, then Conoco shall execute a Promissory Note ("Note") to Venta in the amount of the Exchange Funds which have not been allocated to the acquisition of Exchange Assets. The Note to be delivered to Venta as set forth above shall be due and payable on January 2, 1990 and shall bear interest at a rate equivalent to Dealer AA Commercial paper Rates as quoted in the Wall Street Journal for thirty (30) day maturities; the initial rate will be set on the Asset Closing Date and adjusted every thirty (30) days thereafter. The Note shall be negotiable by holder, but holder covenants not to negotiate the Note. The Note shall be unsecured. Upon the due date of such Note, all funds due under the Note shall be paid to Venta by Federal Reserve Wire Transfer as directed by Venta. The Note shall be in form and substance in accordance with this Agreement and satisfactory to Venta. If any Exchange Funds are not paid to third parties pursuant to contracts to acquire identified target Exchange Assets, then Conoco shall execute an additional note to Venta in the amount of the unused Exchange Funds with terms identical to the Note set forth above. 9.02 Venta shall have the right at any time during the Identification Period to designate by an Exchange Notice to Conoco 24 891102 the Exchange Assets to which it desires Conoco to acquire title and convey such title to Venta in exchange for the Assets. Following receipt of an Exchange Notice, Conoco shall enter into a contract provided by Venta (which shall be consistent with the requirements of this Agreement). Conoco will not be required to assume any environmental cleanup responsibilities under any such contracts. Venta shall prepare or cause to be prepared all documents necessary for Conoco to acquire the Exchange Assets and to convey title to the Exchange Assets to Venta pursuant to this Agreement. Conoco agrees to execute and return to Venta by overnight express mail service, all such documents within five (5) working days of the receipt of each document at Conoco's address as set forth in this Agreement, except that Conoco shall not be required to deliver the bill of sale for the Exchange Assets until Conoco has closed on the acquisition of the Exchange Assets. Conoco understands that time is of the essence and that if Conoco refuses or fails to execute and return such documents as provided for above, then Venta shall be entitled to specific performance of such obligation in addition to any other damages resulting from such breach. 9.03 The parties acknowledge that in the course of investigating the possibility of acquiring any Exchange Assets, Ventas's representatives may encounter situations where an option or earnest money deposit must be made immediately to avoid loss of the potential acquisition. Conoco shall designate in writing to 25 891102 Yenta the name of an employee of Conoco, and the name of another such employee or officer to serve in the absence of the first, to whom Ventas's authorized representatives may direct by air courier service a request for immediate advance of Exchange Funds. Yenta shall designate to Conoco the names of Yenta's representatives who will be authorized to make such requests. The request for advancement must include (1) a request to withdraw a specific amount of Exchange Funds for a prescribed purpose and (2) a written acknowledgment that the proposed purchase or option agreement to be executed is acceptable to Venta and that Venta approves of the payment by Conoco of the amount required to be deposited by Conoco on execution of such agreement. Upon receipt of (1) such a request and (2) an option executed by the prospective seller and all other necessary documents, Conoco shall immediately transmit the funds requested to the payee designated by Seller's representative, by Federal Reserve wire transfer or check at Venta's option. Venta hereby releases Conoco from any liability for complying with such authorized requests. If the purchase of the proposed Exchange Assets pursuant consummated for and such amount to such option or earnest money agreement is not any reason except for default or breach by Conoco, deposited is forfeited thereby, Conoco shall have no obligation to replenish the Exchange Funds for any such amount so forfeited. 9.04 Conoco shall be allowed to use sufficient Exchange Funds to purchase the proposed Exchange Assets, provided that Conoco 26 891102 shall have received from Venta: (1) an Exchange Notice; (2) a Written Acknowledgment, if not included in the Exchange Notice, that the proposed Exchange Assets are acceptable for the purpose of the exchange hereunder; (3) a copy of the agreement of sale or option to purchase regarding the purchase of the proposed Exchange Assets executed by the prospective seller; (4) written authorization to use the Exchange Funds or some part thereof in an amount specified by Venta for the purchase of the Exchange Assets; (5) written proof acceptable to Conoco that the Exchange Assets will not create potential environmental liability to Conoco; (6) Seller's name as it should appear on the bill of sale; (7) approval of all closing costs as shown on a copy of the Settlement Statement; (8) all other documents necessary to close the acquisition of the Exchange Assets and transfer them to Venta; and (9) such other reasonable approvals or assurances from Venta as Conoco shall request. The Exchange Notice or Written Acknowledgement shall designate a closing date, not less than five (5) working days after receipt of all of the documents required hereinabove in this Paragraph 9.04 to be delivered to Conoco, or if an earlier date is specified by the agreement of sale or other document, shall be documents Conoco shall make every reasonable effort to comply but under no legal obligation to do so. After all such are received, and Conoco receives a bill of sale to Conoco from such Seller (whereupon Conoco may disburse sufficient Exchange Funds to purchase the proposed Exchange Assets), Conoco shall promptly execute and deliver to Venta bill of sale 27 891102 transferring all of Conoco's rights to the acquired equipment to Yenta in exchange for the Assets, and all such other documents as Yenta may reasonably request to consummate such exchange. When title to all of the Exchange Assets, or such portion thereof as the parties may be able to acquire pursuant to the purchase and sale agreement between the proposed Seller of such Exchange Assets and Conoco is vested in Yenta, Conoco shall deliver to Yenta all other title documents creating title in Yenta not previously so delivered, if any, whereupon Conoco shall have no further responsibility, liability or obligation with respect to said Exchange Assets, including Conoco's transferors failure to perform any covenants under Conoco's purchase agreement. Conoco agrees to join Yenta in any litigation against any third party transferors of Exchange Assets at the request and sole expense of Owner. CONOCO EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 9.05 Conoco shall not be required to make cash payments for the acquisition of any Exchange Assets which in the aggregate are greater in amount than the Exchange Funds held by Conoco at the time of any acquisition of Exchange Assets. The purchase price of an Exchange Assets net of any encumbrances against the Exchange Assets shall be compared to the amount of the Exchange Funds held by Conoco at that time, and if the purchase price of an Exchange Assets net of any encumbrances against the Exchange Assets is 28 8911(92 greater, Venta shall deposit the difference in escrow with the Title Company in cash at the time Conoco executes the purchase agreement for the Exchange Assets. The escrow funds shall be paid to the seller from the escrow at the time of closing of such Exchange Assets. Conoco shall be reimbursed from the Exchange Funds, or by the seller of the Exchange Assets if expressly required by that purchase agreement, for all Closing Costs. Conoco shall not be reimbursed for salary costs of personnel on its payroll. Conoco agrees, at the request of Venta, to acquire target Exchange Assets that may be subject to liabilities provided that Conoco shall not be required to assume any responsibility with respect to such liabilities. 10. MISCELLANEOUS PROVISIONS 10.01 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES. 10.02 In the event Conoco and Venta have a dispute under this Agreement, they undertake to explore resolution of the dispute through negotiation, mediation, or similar alternative dispute resolution techniques before pursuing full-scale litigation. If any party believes that the dispute is not suitable for such alternative dispute resolution techniques, or if such techniques do not produce results satisfactory to the parties, any party may proceed with litigation. Notwithstanding the above, pursuit of any 29 891102 dispute resolution techniques, shall not be a condition precedent to the initiation of litigation. 10.03 In the event the parties are unable to resolve any dispute by the alternative techniques described in Part II, Section 8.02 above, and either party proceeds with litigation, the losing party shall pay the prevailing party's attorneys' fees. 10.04 The parties agree that all warranties, indemnities and other such obligations created in this Agreement shall survive the Inventory Date and shall be valid and enduring legal obligations between the parties and their respective successors and assigns for a period of one year from the Asset Closing Date. 10.05 The section headings contained in this Agreement are for the convenience of the parties only and shall not be interpreted as part of this Agreement. 10.06 Waiver by one party of the other's breach of any provision of this Agreement shall not be deemed a waiver of any subsequent or continuing breach of such provision or of the breach of any other provision or provisions hereof. 10.07 If either party to this Agreement fails to perform any obligation hereunder, the other party shall be entitled to specific 30 8911W2 performance of the obligations in this Agreement in addition to any other damages and remedies that may be available. 10.08 Neither party shall assign this Agreement or any rights hereunder without the written consent of the other party unless such assignment is made to a person controlling, controlled by, or under common control with assignor, in which event assignor shall remain responsible for nonperformance. Neither party shall unreasonably withhold its consent to the assignment of this Agreement. 10.09 Part I, and the attachments thereto (including this Part II), and the Exchange Agreements to the extent referenced in this Agreement, contain the entire agreement of the parties; there are no other promises, representations or warranties. Any modification of this Agreement shall be by written instrument executed by duly authorized representatives of the respective parties. Any conflict between Part I and this Part II shall be resolved in favor of Part I. END OF DOCUMENT 31 89112 SCHEDULE OF EXHIBITS EXHIBIT A - List of all Properties and Sales Price of Assets located on each Property. EXHIBIT B - Allocation of Sales Price for Assets between tenant improvements, equipment, furniture and fixtures and intangibles. EXHIBIT C - List of Assets EXHIBIT D - List of Contracts Assigned EXHIBIT E - Trademark License Agreement EXHIBIT F - Branded Gasoline Purchase Agreement EXHIBIT G - Environmental Procedures 32 8911?2 Exhibit A LIST OF PROPERTIES SALES PRICE OF ASSETS 1. 4200 N.E. County Line Rd., Erie, Colorado 80516 $ 63,340.00 2. 3495 Fox St., Denver, Colorado 80216 3. 4981 E. 64th Ave., Commerce City, Colorado 80022 4. 774 W. 120th Ave., Northglenn, Colorado 80234 5. 2449 Ford St., Golden, Colorado 80401 6. 100 N. Greeley Hwy., Cheyenne, Wyoming 82001 7. 3030 E. Lincoln Way, Cheyenne, Wyoming 82001 8. 5405 Walker Rd., Cheyenne, Wyoming 82001 9. 2100 Snyder Ave., Cheyenne, Wyoming 82001 10. 2901 E. Grand Ave., Laramie, Wyoming 82070 11. 1095 First St., Berthoud, Colorado 80513 12. 615 Railroad, Gilcrest, Colorado 80623 13. 3375 28th St., Boulder, Colorado 80301 14. 1601 Hwy 287, Broomfield, Colorado 80020 15. 4501 N. Broadway, Boulder, Colorado 80302 16. 3809 Mulberry, Ft. Collins, Colorado 80521 NONCOMP.EXA $ 28,450.00 $ 78,210.00 $ 80,030.00 $ 121,570.00 $ 351,844.00 $ 218,290.00 $ 230,300.00 $ 83,980.00 $ 230,300.00 $ 102,000.00 $ 44,470.00 $ 210,150.00 $ 72,]80.00 $ 47,640.00 $ 297,330.00 8911'2 17. 12354 Weld County Rd., Brighton, Colorado 80601 18. 1550 W. 88th Ave., Thornton, Colorado 80221 19. 802 S. Public Rd., Lafayette, Colorado 80026 20. 1801 Hover Rd., Longmont, Colorado 80501 21. 1260 14th Street S.W., Loveland, Colorado 80537 22. 5009 N. Garfield, Loveland, Colorado 80537 23. 1110 S. Pierce, Lakewood, Colorado 80226 24. 14531 East Alameda, Aurora, Colorado 80012 25. 7444 West Chatfield, Littleton, Colorado 80123 26. 5600 South Simms St., Unit A, Littleton, Colorado 80123 27. 7130 E. County Line Rd., Highlands Ranch, Colorado 80126 28. 2350 E. 120th Avenue, Thornton, Colorado 80223 NONCOMP.EXA 2 $ 133,150.00 $ 160,490.00 $ 35,240.00 $ 381,270.00 $ 381,270.00 $ 127,920.00 $ 168,160.00 $ 135,230.00 $ 105,700.00 $ 135,230.00 $ 160,070.00 $ 230,300.00 89112 700 East Speer Boulevard Denver, Colorado 80203 Telephone 303/777-3737 FAX 303/777-3823 H. Alan Dill Robert A. IS - Jon StonbrMc r Daniel,W Carr John A. Hutchings -Arthur Keith Whitelaw III Lucien J. Dhooge Charles J. Carrot Joseph M. Elio DILL and DILL A Professional Corporation September 18, 1989 Tommie Antuna Weld County Commissioners' Office 915 10th St. Greeley, CO 80632 RE: Cono-Services, Inc. Dear Tommie, Enclosed are two copies of the executed sublease amendment for change of ownership application for Cono-Services Inc. Please let me know if you have any questions or need information. Sincerely, Lois Rentz Paralegal lr enclosures any the more 891102 AMENDMENT NO. 5 TO SUBLEASE AGRE",3MENT 4 (THIS AMENDMENT NO. 6, is dated thel/Th day of b!-e" , 1989, by and between KAYO OIL COMPANY ("Kayo") and CONO-SERVICES INC. ("Lessee"). WITNESSET H: WHEREAS, Kayo and Lessee have entered into that certain Sublease Agreement ("Agreement") dated January 1, 1988, as subsequently amended; WHEREAS, Kayo and Lessee now desire to further amend said Agreement as set forth herein; NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. The Agreement is hereby amended by substitut- ing the new Exhibit "A" attached hereto for Exhibit "A" previously attached to the Agreement, as amended, which new Exhibit "A" reflects the properties hereinafter to be covered by the Agreement. 2. This Amendment shall be effective as of the day and year first above written, except as set forth in Exhibit "A". 3. All other terms and provisions of said Agree- ment shall remain in full force and effect. 891102 IN WITNESS WHEREOF, the parties hereunto subscribed their names the day and year first above written. KAYO OIL COMPANY CONO-SERVICES INC. By: Title: 1� I cc e es idC.."g" 2 891102 EXHIBIT "A" ARVADA 8170 W. 80th Ave. Arvada, CO 80005 AURORA 12001 E. Iliff Ave. Aurora, CO 80014 15351 E. Iliff Ave. Aurora, CO 80013 1191 S. Buckley Aurora, CO 80017 19001 E. Quincy Avenue Aurora, CO 80013 s 3 16820 E. Quincy Avenue Aurora, CO 80015 14490 E. 6th Ave. Aurora, CO 80010 *14531 E. Alameda Aurora, CO 80012 BELLVUE 92 Poudre Canyon (Hwy 287) Bellvue, CO BERTHOUD *1095 First St. Berthoud, CO 80513 BOULDER 601 S. Broadway Boulder, CO 80303 891102 1 of 6 *3375 28th St. Boulder, CO 80301 *4501 N. Broadway Boulder, CO 80302 BRIGHTON *12354 Weld County Road Brighton, CO 80601 BROOMFIELD *1601 Hwy 287 Broomfield, CO 80020 BRUSH 505 East Edison Brush, CO COLORADO SPRINGS 5810 Omaha Boulevard Colorado Springs, CO 80901 4140 Date Street Colorado Springs, CO 80901 1705 W. Uintah Colorado Springs, CO 4310 Fountain Boulevard Colorado Springs, CO 2350 Hancock Expressway Colorado Springs, CO 80910 Academy and Astrozon Colorado Springs, CO 4315 N. Academy Boulevard Colorado Springs, CO 2 of 6 891102 COMMERCE CITY *4981-94 E 64th Avenue Commerce City, CO DENVER 4495 Peoria Denver, CO 80239 3434 West Alameda Denver, CO 80223 279 S. Federal Blvd. Denver, CO 502 Sheridan Boulevard Denver, CO 3550 Downing Unit A Denver, CO 80205 i *3495 Fox Street Denver, CO 80216 ENGLEWOOD 10210 E. Arapahoe Road Englewood, CO 80111 ERIE *4200 NE County Line Rd. Erie, CO 80516 FORT COLLINS 501 South Taft Hill Ft. Collins, CO *3809 Mulberry Ft. Collins, CO 80521 3 of 6 891102 GILCREST *615 Railroad Gilcrest, CO 80623 GOLDEN *2449 Ford St. Golden, CO 80401 *1590 W. 44th Avenue Golden, CO 80401 GREELEY 2527 South 8th Avenue Greeley, CO 213 18th Street Greeley, CO 2803 West 10th Street Greeley, CO HIGHLANDS RANCH *7130 E. County Line Rd. Highlands Ranch, CO 80126 LAFAYETTE 500 W. South Boulder Road Lafayette, CO 80026 *802 S. Public Rd. Lafayette, CO 80026 LAKEWOOD *10815 W. Jewell Avenue Lakewood, CO 80226 *1110 S. Pierce Lakewood, CO 80226 4 of 6 891102 LAPORTE Hwy 287 & N Overland Rd Laporte, CO LITTLETON 6724 W. Canyon Littleton, CO 80123 5091 S. Jellison Way Littleton, CO 80123 8073 S. Broadway Littleton, CO 80120 *7444 W. Chatfield Littleton, CO 80123 *5600 S. Simms St., Unit A Littleton, CO 80123 LONGMONT *1801 Hover Rd. Longmont, CO 80501 LOVELAND 1611 West Eisenhower Blvd. Loveland, CO *1260 14th Street S.W. Loveland, CO 80537 *5009 N. Garfield Loveland, CO 80537 NIWOT *1960 Niwot Rd. Niwot, CO 80544 5 of 6 891102 NORTHGLENN 11090 N. Colorado Blvd. Northglenn, CO 80233 *774 West 120th Avenue Northglenn, CO 80234 PARKER 11515 North Highway 83 Parker, CO 80134 STERLING 230 Broadway Sterling, CO THORNTON *2350 E. 120th Avenue Thornton, CO 80223 *1550 W. 88th Avenue Thornton, CO 80221 WESTMINSTER 9175 Harlan Street Westminster, CO 80030 *8113 W. 94th Avenue Westminster, CO 80020 WINDSOR 529 Main Street Windsor, CO *Effective as of September 13, 1989 6 of 6 891102 • AMENDMENT NO. 6 TO SUBLEASE AGREEMENT �jf_ THIS AMENDMENT NO. 6, is dated thelfrh day of 1 i7 , 1989, by and between KAYO OIL COMPANY ("Kayo") and CONO-SERVICES INC. ("Lessee"). WITNESSET H: WHEREAS, Kayo and Lessee have entered into that certain Sublease Agreement ("Agreement") dated January 1, 1988, as subsequently amended; WHEREAS, Kayo and Lessee now desire to further amend said Agreement as set forth herein; NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. The Agreement is hereby amended by substitut- ing the new Exhibit "A" attached hereto for Exhibit "A" previously attached to the Agreement, as amended, which new Exhibit "A" reflects the properties hereinafter to be covered by the Agreement. 2. This Amendment shall be effective as of the day and year first above written, except as set forth in Exhibit "A". 3. All other terms and provisions of said Agree- ment shall remain in full force and effect. 891102 IN WITNESS WHEREOF, the parties hereunto subscribed their names the day and year first above written. KAYO OIL COMPANY By Q4i1xL/ Tile: j4efieGSi3O,O CONO-SERVICES INC. By: Title: VI. CC. P(tt 2 891102 EXHIBIT "A" ARVADA 8170 W. 80th Ave. Arvada, CO 80005 AURORA t 12001 E Aurora, 15351 E Aurora, 1191 S. Aurora, 19001 E Aurora, 16820 E Aurora, 14490 E Aurora, *14531 E Aurora, . Iliff Ave. CO 80014 . Iliff Ave. CO 80013 Buckley CO 80017 . Quincy Avenue CO 80013 . Quincy Avenue. CO 80015 . 6th Ave. CO 80010 . Alameda CO 80012 BELLVUE 92 Poudre Canyon Bellvue, CO (Hwy 267) BERTHOUD *1095 First St. Berthoud, CO 80513 BOULDER 601 S. Broadway Boulder, CO 80303 1 of 6 891102 *3375 28th St. Boulder, CO 80301 *4501 N. Broadway Boulder, CO 80302 BRIGHTON *12354 Weld County Road Brighton, CO 80601 BROOMFIELD *1601 Hwy 287 Broomfield, CO 80020 BRUSH 505 East Edison Brush, CO COLORADO SPRINGS 5810 Omaha Boulevard Colorado Springs, CO 80901 4140 Date Street Colorado Springs, CO 80901 1705 W. Uintah Colorado Springs, CO 4310 Fountain Boulevard Colorado Springs, CO 2350 Hancock Expressway Colorado Springs, CO 80910 Academy and Astrozon Colorado Springs, CO 4315 N. Academy Boulevard Colorado Springs, CO 2 of 6 891102 COMMERCE CITY *4981-94 E 64th Avenue Commerce City, CO DENVER 4495 Peoria Denver, CO 80239 3434 West Alameda Denver, CO 80223 279 S. Federal Blvd. Denver, CO 502 Sheridan Boulevard Denver, CO 3550 Downing Unit A Denver, CO 80205 *3495 Fox Street Denver, CO 80216 ENGLEWOOD 10210 E. Arapahoe Road Englewood, CO 80111 ERIE *4200 NE County Line Rd. Erie, CO 80516 FORT COLLINS 501 South Taft Hill Ft. Collins, CO *3809 Mulberry Ft. Collins, CO 80521 3 of 6 891W2 GILCREST *615 Railroad Gilcrest, CO 80623 GOLDEN *2449 Ford St. Golden, CO 80401 *1590 W. 44th Avenue Golden, CO 80401 GREELEY 2527 South 8th Avenue Greeley, CO 213 18th Street Greeley, CO 2803 West 10th Street Greeley, CO HIGHLANDS RANCH *7130 E. County Line Rd. Highlands Ranch, CO 80126 LAFAYETTE 500 W. South Boulder Road Lafayette, CO 80026 *802 S. Public Rd. Lafayette, CO 80026 LAKEWOOD *10815 W. Jewell Avenue Lakewood, CO 80226 *1110 S. Pierce Lakewood, CO 80226 4 of 6 8911)2 LAPORTE Hwy 287 & N Overland Rd Laporte, CO LITTLETON 6724 W. Canyon Littleton, CO 80123 5091 S. Jellison Way Littleton, CO 80123 8073 S. Broadway Littleton, CO 80120 *7444 W. Chatfield Littleton, CO 80123 *5600 S. Simms St., Unit A Littleton, CO 80123 LONGMONT *1801 Hover Rd. Longmont, CO 80501 LOVELAND 1611 West Eisenhower Blvd. Loveland, CO *1260 14th Street S.W. Loveland, CO 80537 *5009 N. Garfield Loveland, CO 80537 NIWOT *1960 Niwot Rd. Niwot, CO 80544 5 of 6 89112 NORTHGLENN 11090 N. Colorado Blvd. Northglenn, CO 80233 *774 West 120th Avenue Northglenn, CO 80234 PARKER 11515 North Highway 83 Parker, CO 80134 STERLING 230 Broadway Sterling, CO THORNTON *2350 E. 120th Avenue Thornton, CO 80223 *1550 W. 88th Avenue Thornton, CO 80221 WESTMINSTER 9175 Harlan Street Westminster, CO 80030 *8113 W. 94th Avenue Westminster, CO 80020 WINDSOR 529 Main Street Windsor, CO *Effective as of September 13, 1989 6 of 6 8SWJ;'2 Hello