DISTRIBUTION SERVICE AGREEMENT

Exhibit 10.16

DISTRIBUTION SERVICE AGREEMENT

This Distribution Service Agreement (the “Agreement”) is made and entered into as of the 21st day of August, 1997, by and between S.S.P./Circle K (hereinafter referred to as “Purchaser”) and McLANE COMPANY, INC., a Texas corporation (hereinafter referred to as “McLane”).

RECITALS

WHEREAS, Purchaser is in the business of operating retail convenience food stores ; and

WHEREAS, McLane is in the business of wholesale distribution of food and nonfood/general merchandise products throughout the United States of America;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE I

SCOPE OF AGREEMENT

1.1 Purchaser Stores. For purposes of this Agreement, the term “stores” means the owned or managed convenience food stores of Purchaser. Should Purchaser build new or otherwise acquire additional food stores after the date of this Agreement, such additional food stores shall be included within the definition of stores.

1.2 Franchisees and Licensees. During the term of this Agreement, Purchaser agrees to recommend McLane as the supplier to any franchisees and licensees of Purchaser, if any.

1.3 Purchase of Products and Services. During the term of this Agreement, Purchaser will purchase from McLane, and McLane will sell to Purchaser, substantially all of Purchaser’s requirements of wholesale food and non-food/general merchandise products customarily supplied by convenience food wholesalers. Such products shall include those standard convenience food store items, including, but not limited to, the following (the “Products”):

(a) Groceries, including coffee, tea, cereal, canned meats, condiments, juice, baby food, canned and dry goods and eggs;

(b) Deli foods, including meats and salads, breakfast foods, nachos and bulk sausage, franks, cheese and fish;

(c) Frozen foods, such as fruits, vegetables and juices;

(d) Frozen fast foods, such as burritos, pizza, pizza pieces, frozen sandwiches and salads;

(e) Candy, snacks and popcorn,

(f) Cigarettes and tobacco products;

(g) Cold packaged meats, lunch meats and cheeses;

(h) Shortening, breading and kitchen supplies;

(i) Private or controlled label soft drinks and beverages;

(j) Post mix products;

(k) Store supply items, i.e., bags, wraps, fast food supplies (including napkins, individual condiments and cleaners);

(l) Cooler items, i.e., cheese, biscuits, dips, cultured products, butter and margarine;

(m) Health and beauty aids, hosiery, and film and flash; and,

(n) General merchandise items, including motor oil, other automotive products, housewares, hardware, electrical supplies, baby supplies, sunglasses, lighters, toys and pet supplies.

McLane, by and through its divisions and/or subsidiaries, shall supply and deliver those products described hereinabove which are ordered by purchaser on a weekly basis according to those prices outlined in the Billing Plan attached hereto as Exhibit ”A” and made a part hereof. Significant changes in fuel prices may also involve additional charges.

1.4 Cost of Products. All Products, other than cigarettes, shall be billed at Cost (as herein defined), plus the applicable percentage markups for each category of Products as set forth on Exhibit ”A,” plus any taxes where prescribed by law. This total shall then be reduced by deals and allowances granted by manufacturers specifically to retailers. For the purpose of this Agreement, Cost shall mean the manufacturer’s current published list price available to the McLane division or subsidiary servicing the respective Store(s) at date of delivery of Products to Purchaser (notwithstanding, the fact that a particular Product may have been purchased from a person or entity other than the manufacturer) without regard to any cash discounts or volume discounts or rebates allowed by the manufacturer to McLane, plus any applicable freight charges McLane reserves the right to impute cash discounts of up to two percent (2%) or any portion thereof which is not allowed by the manufacturer to McLane and to do so based upon Cost.

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ARTICLE II

SUPPLY SERVICES

2.1 Product Delivery. McLane, by and through its divisions and/or subsidiaries, shall supply and deliver those products described hereinabove which are ordered by Purchaser on a weekly basis except as otherwise agreed to by the parties. In servicing Purchaser’s Stores, McLane in its sole option, shall utilize a seven (7) day a week, twenty-four (24) hour per day delivery flexibility schedule throughout the designated trade area. However, it is understood that some locations, due to peak periods of business with selected stores, limited hours of operations and local governmental restrictions may be unable to accommodate this preference. In such instances, the Parties hereto will attempt to achieve the most flexible delivery window possible considering the aforementioned restrictions, if any.

2.2 Other Customers of McLane. This Agreement shall in no way act to foreclose McLane from supplying and delivering products or services to any other customer or entity.

ARTICLE III

PAYMENT TERMS

3.1 Payment Terms for Products Purchased. Purchaser shall cause payment to be made by automatic clearing house (ACH) transfer to McLane for all products purchased by the stores not later than 12:00 Noon, Central Standard Time or if applicable, Central Daylight Savings Time, [***] days from statement date.

ARTICLE IV

TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with terms of this Agreement, or by mutual consent of the parties, will continue thereafter for a period of five (5) years. Upon termination of this Agreement, McLane and Purchaser will each fulfill their respective obligations hereunder with respect to all orders that have been placed by Purchaser and/or delivered by McLane prior to the effective date of such termination.

4.2 Effective Date. The “Effective” date of this Agreement shall be as of August 21, 1997.

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4.3 Termination Due to Payment Default by Purchaser. In the event Purchaser fails to make payments for any products or services purchased from McLane at such time as payment is required to be made by this Agreement (“Payment Default”), McLane will have the immediate right to suspend performance of its obligations under this Agreement until such time as the Payment Default is cured. In the event of a Payment Default, if such default is not cured within twenty-four (24) hours after Purchaser receives notice of default from McLane, then this Agreement shall terminate. However, nothing in this Agreement shall constitute a waiver of McLane’s remedies under applicable law.

4.4 Termination Remedies to Both Parties.

(a) Either party may immediately terminate this Agreement or suspend its performance under this Agreement at such party’s sole discretion without notice upon: (i) the institution by or against the other party to this Agreement of insolvency, bankruptcy or similar proceedings; (ii) any assignment or attempted assignment by Purchaser or McLane for the benefit of creditors; or (iii) any appointment, or application for such appointment, of a receiver for Purchaser or McLane.

(b) Either party (the “Terminating Party”) may terminate this Agreement upon thirty (30) days written notice, or such longer notice as may be required by applicable law, to the other party (the “Defaulting Party”) at any time after the occurrence of any of the following events; provided, however, that the Defaulting Party shall have fifteen (15) days from the date of such notice to