Future Procurement; Fuel. 1.2.1 Within ninety (90) days after the Effective Date, the parties shall conduct good faith negotiations to expand the categories of Products covered by this Agreement to include health and beauty aids and cosmetics ("HBC"), and general merchandise ("GMD") described on Schedule 1.2A (collectively, the "Additional Products"). The parties shall also conduct good faith negotiations with respect to the potential expansion of the categories of Products covered by this Agreement to cover Store supplies within 180 days following the Effective Date. Flemxxx xxxll cause its wholly owned subsidiary, Dunixxx Xxxls, Inc. ("Dunixxx") xo enter into a Supply Agreement for the sale of fuel and other services to Kmart owned or operated fuel centers in accordance with terms set forth on Schedule 1.2B and such other terms as are usual and customary for fuel supply agreements of this nature within ninety (90) days after the Effective Date. Flemxxx xxxll guarantee Dunixxx'x xxxformance of its obligations under such Supply Agreement. If Flemxxx xxxls to cause Dunixxx xx enter into a Supply Agreement upon the terms set forth herein within the ninety (90) day period following the Effective Date, then, at Kmart's option, the provisions of Schedule 1.2B shall constitute a binding agreement between Kmart and Flemxxx, xxereby Flemxxx xxxll have all the rights, duties and obligations of Dunixxx xxxsuant to the terms of Schedule 1.2B; provided, however, that in addition to the foregoing, Kmart shall be entitled to be indemnified and held harmless by Flemxxx xx terms usual and customary for fuel supply agreements.
