FFP Stores, Agreements For Sale

114 units, supply agreements go to auction

FORT WORTH, Texas -- FFP Operating Partners LP is offering to sell 114 operating convenience stores and fuel supply agreements through an auction to be managed by Matrix Capital Markets Group Inc.

The auction is being held pursuant to a sale motion filed by FFP in its Chapter 11 case in the U. S. Bankruptcy Court for the Northern District of Texas. Both the sale procedures and the actual sale of the stores through the auction are subject to the approval of the court. The stores are being sold free and clear of liens, claims and encumbrances.

Some 87 of FFP's stores are located in Texas, seven are in Tennessee, five are in Louisiana, five are in Missouri, four are in Mississippi, three are in Kentucky and one store each is in New Mexico, Oklahoma and Arkansas.

Six of the locations are owned in fee, 95 are leased, and at 13 stores, FFP is only selling its fuel supply agreement. All of the stores sell a traditional assortment of c-store merchandise and motor fuels. Some 48 of FFP's stores offer CITGO branded motor fuels, 52 offer unbranded fuels and the remaining stores offer Diamond Shamrock (6), Texaco (3), Conoco (3), and Fina (1) branded motor fuels.

In 2004, FFP's stores sold more than 50 million gallons of motor fuels and averaged approximately $600,000 in merchandise sales.

According to the bid procedures, which are subject to approval by the court, bids can be submitted on individual stores, predetermined groups of stores and for all of the stores. FFP will also consider pre-emptive and stalking-horse bids. All bids must be submitted on or before 5:00 pm EDT on Nov. 15, 2005, or such other deadline approved by the court. Bidders submitting qualified bids, as defined in the sale procedures motion, will be invited to attend the auction on November 30.

To receive a bid package and for more information on the stores and the bidding and auction process, visit Matrix's website, www.matrixcapitalonline.com, or call (804) 780-0060.

FFP Operating Partners, Fort Worth, Texas,has c-stores, gas stations and truckstops under the Kwik Pantry, Nu-Way, Economy Drive-Ins, Taylor Food Mart and Drivers Travelmarts names. The company, which went private in late 2002, filed for Chapter 11 bankruptcy protection in October 2003.