Common use of Amendment or Restatement; Power of Attorney Clause in Contracts

Amendment or Restatement; Power of Attorney. (a) Notwithstanding anything to the contrary in this Agreement, in addition to the approvals required under Section 8.2 and/or Section 8.4(b), any amendment, modification, supplement or restatement of this Agreement (including any Exhibit or Schedule hereto) or the Certificate and any waiver of any provision thereof shall also require approval of the Class A Members representing 50% of the Class A Common Units; provided, however, that: (i) any such amendment, modification, supplement, restatement or waiver in connection with any creation, authorization or issuance of a new series of Units or other Equity Interests of the Company by the Board pursuant to the authority contained in Section 3.7(a) shall only require the approval of the Board and Requisite Member Approval; (ii) any such amendment, modification, supplement, restatement or waiver in connection with any IPO only require the approval of the Board and Requisite Member Approval; (iii) any such amendment, modification, supplement, restatement or waiver in connection with (A) any Qualified Public Offering shall only require the approval of the Series A-2 Majority, (B) any Qualified MLP IPO shall only require the approval of all Series A-1 Managers or (B) any IPO (other than pursuant to clauses (A) or (B)) shall only require the approval of the Board and Requisite Member Approval; (iv) any such amendment, modification, supplement, restatement or waiver that would alter or change the rights, obligations, powers or preferences of one or more Members in the capacity as a holder of a specific series of Membership Interests in a disproportionate and adverse manner (other than in a de minimis, non-economic respect, compared to other Members in their capacities as holders of the same series of Membership Interests) shall also require the prior written consent of Members holding greater than 50% of the Membership Interests so disproportionately and adversely affected (for the avoidance of doubt, with respect to an amendment that affects the Class B Members in a disproportionate and adverse manner as compared to the Class A Members, only the prior written consent of Class B Members holding greater than 50% of the Class B Common Units shall be required); (v) any such amendment, modification, supplement, restatement or waiver to reflect a Disposition made in accordance with this Agreement or other administrative or immaterial changes shall only require the approval of the Board (and the Board shall approve the necessary amendment or modification, to reflect a Disposition made in accordance with this Agreement); and (vi) any such amendment to Schedule VIII to reflect the delegation or revocation of duties to any one or more Officers shall only require the approval of the Board in accordance with Section 8.2 and Section 8.3(c). (b) Notwithstanding anything to the contrary in this Section 13.5, if the amendments to Treasury Regulations §§ 1.704-1 and 1.704-3 proposed on January 22, 2003 (and corrected on March 28, 2003) are adopted as final (or temporary) rules (the “New Rules”), the Board is authorized to make such amendments to this Agreement (including provision for any safe harbor election authorized by the New Rules) as the Board may determine to be necessary or advisable to comply with or reflect the New Rules; provided that such amendments do not materially alter the economic rights of the Members under this Agreement other than the timing of distributions pursuant to Section 6.1(b). (c) Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any Person not a party to this Agreement. (d) Each Member irrevocably makes, constitutes and appoints each Manager, acting individually or collectively, as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (i) any amendment, modification, supplement, restatement or waiver of any provision of this Agreement that has been approved in accordance with this Agreement, (ii) all other instruments, certificates, filings or papers not inconsistent with the terms of this Agreement which may be necessary or advisable in the determination of the Board to evidence an amendment, modification, supplement, restatement or waiver of, or relating to, this Agreement (including changes to the Members’ Schedule), (iii) all instruments required or necessary to admit Additional Members and Substituted Members to the Company and to issue additional Units or other Membership Interests (or securities convertible into or exercisable or exchangeable for Membership Interests) as provided in this Agreement, (iv) all conveyances and other instruments or papers required or necessary, to effect the dissolution and termination of the Company pursuant to the provisions of this Agreement; and (v) all other instruments or papers not inconsistent with the terms of this Agreement which may be required to give effect or carry out another provision of this Agreement or which may be required by Law to be filed on behalf of the Company or required to permit the Company to become or continue to be a limited liability company in each jurisdiction where the Company may be doing business. (e) With respect to each Member and each Additional Member or Substituted Member, the foregoing power of attorney referred to in clause (d) above (i) is coupled with an interest and given to secure a proprietary interest, shall be irrevocable and shall survive the incapacity or Bankruptcy of such Member, (ii) may be exercised by the Board through any Manager either by signing separately as attorney-in-fact for such Member or, after listing all of the Members executing an instrument, by a single signature of such Manager acting as attorney-in-fact for all of them and (iii) shall survive the Disposition by such Member of all or any portion of the Membership Interests held by such Member; except that, where the assignee of the whole of such Member’s interest has been approved in accordance with the terms hereof for admission to the Company as an Additional Member or Substituted Member, the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Company to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect such substitution.

Amendment or Restatement; Power of Attorney. (a) Notwithstanding anything to the contrary in this Agreement, in addition to the approvals required under Section 8.2 and/or Section 8.4(b), any amendment, modification, supplement or restatement of this This Agreement (including any Exhibit or Schedule hereto) may only be amended, modified, supplemented or the Certificate restated, and any waiver provisions of any provision thereof shall also require this Agreement may only be waived, with the approval of the Class A Members representing 50% of the Class A Common UnitsManaging Member; provided, however, that: (i) any such amendment, modification, supplement, restatement or waiver in connection with any creation, authorization or issuance of a new series of Units or other Equity Interests of the Company by the Board pursuant to the authority contained in Section 3.7(a) shall only require the approval of the Board and Requisite Member Approval; (ii) any such amendment, modification, supplement, restatement or waiver in connection with any IPO only require the approval of the Board and Requisite Member Approval; (iii) any such amendment, modification, supplement, restatement or waiver in connection with (A) any Qualified Public Offering shall only require the approval of the Series A-2 Majority, (B) any Qualified MLP IPO shall only require the approval of all Series A-1 Managers or (B) any IPO (other than pursuant to clauses (A) or (B)) shall only require the approval of the Board and Requisite Member Approval; (iv) any such amendment, modification, supplement, restatement or waiver that would alter or change the rights, obligations, powers or preferences of one or more Members in the capacity their capacities as a holder holders of a specific series of Membership Interests in a disproportionate and adverse manner (manner, other than in a de minimis, non-economic minimis respect, compared to other Members in their capacities as holders of the same series of Membership Interests) , shall also require the prior written consent of Members holding greater than 50% a majority of the Membership Interests so disproportionately and adversely affected (for the avoidance of doubt, with respect to an amendment that affects the Class B Members in a disproportionate and adverse manner as compared to the Class A Members, only the prior written consent of Class B Members holding greater than 50% of the Class B Common Units shall be required)affected; (vii) any such amendment, modification, supplement, restatement or waiver that would alter or change the economic rights specific to reflect a Disposition made particular series of Membership Interests in accordance with this Agreement or a disproportionate and adverse manner, compared to the economic rights specific to any other administrative or immaterial changes series of Membership Interests shall only also require the approval prior written consent of Members holding a majority of the Board (Membership Interests so disproportionately and the Board shall approve the necessary amendment or modification, to reflect a Disposition made in accordance with this Agreement)adversely affected; and (viiii) any amendment, modification, supplement, restatement or waiver that would, unless required by applicable Law, modify the limited liability of a Member in a manner adverse to such amendment to Schedule VIII to reflect the delegation Member or revocation of duties to impose any one or more Officers material obligation on a Member shall only also require the approval prior written consent of the Board in accordance with Section 8.2 and Section 8.3(c)such affected Member. (b) Notwithstanding anything to the contrary in this Section 13.5, if 13.4: (i) this Agreement shall be deemed to be automatically amended from time to time to the amendments extent provided in an Addendum Agreement executed and delivered by the parties thereto to Treasury Regulations §§ 1.704-1 and 1.704-3 proposed on January 22, 2003 (and corrected on March 28, 2003) are adopted as final (or temporary) rules (reflect Transfers of Membership Interests made in compliance with this Agreement without requiring the “New Rules”), the Board is authorized to make such amendments further consent of any party to this Agreement Agreement; (including provision for any safe harbor election authorized ii) the Members’ Schedules may be amended from time to time by the New RulesCompany in accordance with Section 3.6(d) as without requiring the Board consent of any other Person; and (iii) the Managing Member may determine amend this Agreement to be the minimum extent necessary or advisable to (A) comply with or reflect the New Rules; provided that such amendments do not materially alter the economic rights provisions of the Members under this Agreement other than Partnership Tax Audit Rules and (B) to administer the timing effects of distributions pursuant to Section 6.1(b)such provisions in an equitable manner. (c) Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any Person not a party to this Agreement. (d) Each Member irrevocably makes, constitutes agrees to be bound by each and appoints each Manager, acting individually or collectively, as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (i) any every amendment, modification, supplement, restatement or waiver of any provision of this Agreement that has been approved adopted in accordance with this Agreement, (ii) all other instruments, certificates, filings Section 13.5 even if such Member did not execute or papers not inconsistent with the terms of this Agreement which may be necessary or advisable in the determination of the Board consent to evidence an such amendment, modification, supplement, restatement or waiver of, or relating to, this Agreement (including changes to the Members’ Schedule), (iii) all instruments required or necessary to admit Additional Members and Substituted Members to the Company and to issue additional Units or other Membership Interests (or securities convertible into or exercisable or exchangeable for Membership Interests) as provided in this Agreement, (iv) all conveyances and other instruments or papers required or necessary, to effect the dissolution and termination of the Company pursuant to the provisions of this Agreement; and (v) all other instruments or papers not inconsistent with the terms of this Agreement which may be required to give effect or carry out another provision of this Agreement or which may be required by Law to be filed on behalf of the Company or required to permit the Company to become or continue to be a limited liability company in each jurisdiction where the Company may be doing businesswaiver. (e) With respect to each Member and each Additional Member or Substituted Member, the foregoing power of attorney referred to in clause (d) above (i) is coupled with an interest and given to secure a proprietary interest, shall be irrevocable and shall survive the incapacity or Bankruptcy of such Member, (ii) may be exercised by the Board through any Manager either by signing separately as attorney-in-fact for such Member or, after listing all of the Members executing an instrument, by a single signature of such Manager acting as attorney-in-fact for all of them and (iii) shall survive the Disposition by such Member of all or any portion of the Membership Interests held by such Member; except that, where the assignee of the whole of such Member’s interest has been approved in accordance with the terms hereof for admission to the Company as an Additional Member or Substituted Member, the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Company to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect such substitution.

Amendment or Restatement; Power of Attorney. (a) Notwithstanding anything Subject to the contrary in this AgreementSection 8.5, in addition to the approvals required under Section 8.2 and/or Section 8.4(b), any amendment, modification, supplement or restatement of neither this Agreement (including any Exhibit or Schedule hereto) nor the Certificate may be amended, modified, supplemented or restated, nor may any provisions of this Agreement or the Certificate and any waiver of any provision thereof shall also require approval of the Class A Members representing 50% of the Class A Common Unitsbe waived, without Requisite Approval; provided, however, that: that (i) any such amendment, modification, supplement, restatement or waiver in connection with that by its explicit terms would alter or change the rights, obligations, powers or preferences specific to any creation, authorization or issuance of a new series of Units or in a disproportionate and adverse manner compared to the rights, obligations, powers and preferences specific to other Equity Interests series of Units shall require the prior written consent of Members holding a majority of the Company series of Units so disproportionately and adversely affected (other than any such holders that are Defaulting Members and the Units of such series held by the Board pursuant to the authority contained in Section 3.7(a) shall only require the approval of the Board and Requisite Member Approval; such holders), (ii) any such amendmentexcept as otherwise provided in Section 5.4, modification, supplement, restatement or waiver in connection with any IPO only require the approval of the Board and Requisite Member Approval; (iii) any such amendment, modification, supplement, restatement or waiver in connection with (A) any Qualified Public Offering shall only require the approval of the Series A-2 Majority, (B) any Qualified MLP IPO shall only require the approval of all Series A-1 Managers or (B) any IPO (other than pursuant to clauses (A) or (B)) shall only require the approval of the Board and Requisite Member Approval; (iv) any such amendment, modification, supplement, restatement or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences of one or more Members any Member in the its capacity as a holder of a specific series of Membership Interests Units in a disproportionate and adverse manner (other than in a de minimis, non-economic respect, compared to other Members in their capacities as holders of the same series of Membership Interests) Units shall also require the prior written consent of Members holding greater than 50% of the Membership Interests such Member so disproportionately and adversely affected affected, (for the avoidance of doubt, iii) except as otherwise provided in Section 5.2(a) (with respect to an amendment that affects the Class B Members in a disproportionate and adverse manner as compared to the Class A Management Committed Members) or Section 12.3, only the prior written consent of Class B Members holding greater than 50% of the Class B Common Units shall be required); (v) any such amendment, modification, supplement, restatement or waiver that would by its explicit terms increase the Additional Commitment of any Member or require a Capital Contribution to reflect the Company by any Member that has not made an Additional Commitment to the Company shall require the prior written consent of such Member, and (iv) any VCOC Amendment may be made without the consent of any party other than the Company and the Institutional Investor requesting the VCOC Amendment; provided, however, that any VCOC Amendment that adversely affects a Disposition Member in its capacity as a Member in a disproportionate manner compared to the other Members (other than the Institutional Investor requesting such amendment) in their capacities as Members shall require the consent of the adversely affected Member. The execution of an Addendum Agreement in connection with an issuance or transfer of Units made in accordance with the terms of this Agreement or other administrative or immaterial and changes shall only require the approval of the Board (and the Board shall approve the necessary amendment or modification, to Schedule I hereof to reflect a Disposition made in accordance with such transfers or issuances shall not be considered amendments to this Agreement); and (vi) any such amendment to Schedule VIII to reflect the delegation or revocation of duties to any one or more Officers Agreement and shall only not require the approval of the Board in accordance with Section 8.2 and Section 8.3(c)hereunder. (b) Notwithstanding anything to the contrary in this Section 13.5, if (i) the provisions of Proposed Treasury Regulation Section 1.83-3 and related sections and the proposed Revenue Procedure described in IRS Notice 2005-43, as proposed by the Internal Revenue Service on May 24, 2005, or provisions similar thereto, or (ii) the amendments to Treasury Regulations §§ 1.704-1 and 1.704-3 proposed on January 22, 2003 (and corrected on March 28, 2003) are adopted as final (or temporary) rules (the “New Rules”), the Board is Managers are authorized to make such amendments to this Agreement (including provision for any safe harbor election authorized by the New Rules) as the Board Managers may determine to be necessary or advisable to comply with or reflect the New Rules; provided provided, that such amendments do not materially alter the economic rights of the Members under this Agreement other than the timing of distributions pursuant to Section 6.1(b). (c) . Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any Person person not a party to this Agreement. (dc) Each Member irrevocably makes, constitutes and appoints each ManagerManager of the Company, acting individually or collectively, as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (i) any amendment, modification, supplement, restatement or waiver of any provision of this Agreement that has been approved in accordance with this Agreement, Agreement and (ii) all other instruments, certificates, filings or papers not inconsistent with the terms of this Agreement which may be necessary or advisable in the determination of the Board to evidence an amendment, modification, supplement, restatement or waiver of, or relating to, this Agreement (including changes or to the Members’ Schedule), (iii) all instruments required or necessary to admit Additional Members and Substituted Members to the Company and to issue additional Units or other Membership Interests (or securities convertible into or exercisable or exchangeable for Membership Interests) as provided in this Agreement, (iv) all conveyances and other instruments or papers required or necessary, to effect the dissolution and termination of the Company pursuant to the provisions of this Agreement; and (v) all other instruments or papers not inconsistent with the terms of this Agreement which may be required to give effect or carry out another provision of this Agreement or which may be required by Law law to be filed on behalf of the Company or required to permit the Company to become or continue to be a limited liability company in each jurisdiction where the Company Company, including as may be doing business. (e) necessary under Section 2.5. With respect to each Member and each Additional Member or Substituted Member, the foregoing power of attorney referred to in clause (d) above (ix) is coupled with an interest and given to secure a proprietary interest, shall be irrevocable and shall survive the incapacity or Bankruptcy of such Member, (ii) may be exercised by the Board through any Manager either by signing separately as attorney-in-fact for such Member or, after listing all of the Members executing an instrument, by a single signature of such Manager acting as attorney-in-fact for all of them and (iiiy) shall survive the Disposition by such Member of all or any portion of the Membership Interests Units held by such Member; except that, where the assignee of the whole of such Member’s interest has been approved in accordance with the terms hereof for admission to the Company as an Additional Member or Substituted Member, the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Company to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect such substitution.

Amendment or Restatement; Power of Attorney. (a) Notwithstanding anything Subject to the contrary in this Agreement, in addition to the approvals required under Section 8.2 and/or Section 8.4(b12.5(b), any amendment, modification, supplement or restatement of this Agreement (including any Exhibit or Schedule hereto) may only be amended, modified, supplemented or the Certificate restated, and any waiver provisions of any provision thereof shall also require this Agreement may only be waived, with the approval of the Class A Members representing 50% General Partner (and without the approval of the Class A Common Unitsany other Person); provided, however, that: (i) any such amendment, modification, supplement, restatement or waiver in connection with any creation, authorization or issuance of a new series of Units or other Equity Interests of the Company by the Board pursuant to the authority contained in Section 3.7(a) shall only require the approval of the Board and Requisite Member Approval; (ii) any such amendment, modification, supplement, restatement or waiver in connection with any IPO only require the approval of the Board and Requisite Member Approval; (iii) any such amendment, modification, supplement, restatement or waiver in connection with (A) any Qualified Public Offering shall only require the approval of the Series A-2 Majority, (B) any Qualified MLP IPO shall only require the approval of all Series A-1 Managers or (B) any IPO (other than pursuant to clauses (A) or (B)) shall only require the approval of the Board and Requisite Member Approval; (iv) any such amendment, modification, supplement, restatement or waiver that would alter or change the rights, obligations, powers or preferences of one or more Members Limited Partners in the their capacity as a holder of a specific series of Membership Partnership Interests in a disproportionate and adverse manner (manner, other than in a de minimis, non-economic minimis respect, compared to other Members Limited Partners in their capacities as holders of the same series of Membership Interests) Partnership Interests shall also require the prior written consent of Members Limited Partners holding greater than 50% a majority of the Membership Partnership Interests so disproportionately and adversely affected affected; (for ii) any amendment, modification, supplement, restatement or waiver (other than in connection with the avoidance Initial Public Offering or a Drag-Along Transaction properly initiated and consummated in accordance with this Agreement) that would (A) alter or change the rights, preferences or privileges of doubt, with respect to an amendment that affects the Class B Members in a disproportionate and adverse manner as compared to the Class A MembersPreferred Units or (B) result in the issuance of additional Class A Preferred Units, only Senior Securities or Parity Securities (other than, in the prior written consent case of Class B Members holding greater than 50% each of clause (A) and (B) of this Section 12.5(a)(ii), in connection with an issuance of Partnership Interests that is permitted by Section 7.3 to be approved solely by the Class B Common Units shall be required); (v) any General Partner, in which case such amendment, modification, supplement, restatement or waiver to reflect a Disposition made in accordance with this Agreement or other administrative or immaterial changes shall only require the approval of the Board General Partner) shall also require the prior written consent of Limited Partners holding a majority of the Class A Preferred Units; GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (and the Board shall approve the necessary amendment or iii) any amendment, modification, to reflect supplement, restatement or waiver (other than in connection with the Initial Public Offering or a Disposition made Drag-Along Transaction properly initiated and consummated in accordance with this Agreement); and ) that would alter or change the rights, preferences or privileges of the Class AQ Units (vi) any other than in connection with an issuance of Partnership Interests that is permitted by Section 7.3 to be approved solely by the General Partner, in which case such amendment to Schedule VIII to reflect the delegation amendment, modification, supplement, restatement or revocation of duties to any one or more Officers waiver shall only require the approval of the Board General Partner) shall also require the prior written consent of Limited Partners holding a majority of the Class AQ Units; and (iv) any amendment, modification, supplement, restatement or waiver (other than in connection with the Initial Public Offering or a Drag-Along Transaction properly initiated and consummated in accordance with this Agreement) that would alter or change the rights, preferences or privileges of the Class X Units (other than in connection with an issuance of Partnership Interests that is permitted by Section 8.2 and Section 8.3(c)7.3 to be approved solely by the General Partner, in which case such amendment, modification, supplement, restatement or waiver shall only require the approval of the General Partner) shall also require the prior written consent of Limited Partners holding a majority of the Class X Units. (b) Notwithstanding anything to the contrary in this Section 13.5, if 12.5: (i) this Agreement shall be deemed to be automatically amended from time to time to reflect issuances and Transfers of Partnership Interests made in compliance with this Agreement without requiring the amendments to Treasury Regulations §§ 1.704-1 and 1.704-3 proposed on January 22, 2003 (and corrected on March 28, 2003) are adopted as final (or temporary) rules (the “New Rules”), the Board is authorized to make such amendments further consent of any party to this Agreement Agreement; and (including provision for any safe harbor election authorized ii) the Partners’ Schedules may be amended from time to time by the New RulesGeneral Partner in accordance with Section 3.7(d) as without requiring the Board may determine to be necessary or advisable to comply with or reflect the New Rules; provided that such amendments do not materially alter the economic rights consent of the Members under this Agreement any other than the timing of distributions pursuant to Section 6.1(b)Person. (c) Except as required Each Partner agrees to be bound by Law, no each and every amendment, modification, supplement, discharge restatement or waiver of or under this Agreement shall require approved and adopted in accordance with this Section 12.5 even if such Partner did not execute or consent to such amendment, modification, supplement, restatement or waiver; provided that the consent foregoing is not an agreement to or waiver of any Person Partner’s right to dispute that such amendment, modification, supplement, restatement or waiver was approved and adopted in accordance with this Section 12.5; and provided further, that each Partner shall be provided with a copy of each and every such amendment, modification, supplement, restatement or waiver of this Agreement upon the approval or adoption of such amendment, modification, supplement, restatement or waiver (provided that a Partner shall not be entitled to receive a party to this Agreement.copy of any such waiver that does not adversely affects the rights, obligations, powers or preferences of such Partner, other than in a de minimis respect). GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (d) Each Member Limited Partner hereby irrevocably makes, constitutes and appoints each Manager, acting individually or collectively, the General Partner as its true and lawful agent and attorney-in-fact, with full power of substitution to its Affiliates and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file file: (i) any amendment, modification, supplement, restatement or waiver of any provision of this Agreement that has been approved in accordance with this Agreement, or made as herein provided but only insofar as it has been made or approved as herein provided; (ii) all other instruments, certificates, filings instruments required or papers not inconsistent necessary to comply with the terms provisions of this Agreement which and applicable Law or to permit the Partnership to become or to continue as a limited partnership or other entity wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be necessary or advisable in the determination of the Board to evidence an amendment, modification, supplement, restatement or waiver of, or relating to, this Agreement (including changes to the Members’ Schedule), doing business; (iii) all instruments required or necessary to reflect a change or modification of this Agreement in accordance with this Agreement (including changes to the Partners Schedules); (iv) all instruments required or necessary to admit Additional Members Limited Partners and Substituted Members Limited Partners to the Company Partnership and to issue additional Units or other Membership Partnership Interests (or securities convertible into or exercisable or exchangeable for Membership Partnership Interests) as provided in accordance with this Agreement, ; (ivv) all conveyances and other instruments required or papers necessary to facilitate the Initial Public Offering in accordance with this Agreement; (vi) all instruments required or necessary, to effect the dissolution and termination of the Company Partnership pursuant to the provisions of this Agreement; and (vvii) all other instruments or papers not inconsistent with the terms of this Agreement which may be required to give effect or carry out another provision to the provisions of this Agreement on behalf of the Partnership or which may be required by Law law to be filed on behalf of the Company or required to permit the Company to become or continue to be a limited liability company in each jurisdiction where the Company may be doing businessPartnership. (e) With respect to each Member Limited Partner and each Additional Member Limited Partner or Substituted MemberLimited Partner, the foregoing power of attorney referred to in clause (d) above attorney: (i) is coupled with an interest and given to secure a proprietary interest, shall be irrevocable and shall survive the incapacity or Bankruptcy of such Member, Limited Partner; (ii) may be exercised by the Board through any Manager General Partner either by signing separately as attorney-in-fact for such Member Limited Partner or, after listing all of the Members Limited Partners executing an instrument, by a single signature of such Manager the General Partner acting as attorney-in-fact for all of them them; and (iii) shall survive the Disposition Transfer by such Member Limited Partner of all or any portion of the Membership Partnership Interests held by such MemberLimited Partner; except that, where the assignee of the whole of such MemberLimited Partner’s interest has been approved in accordance with by the terms hereof General Partner for admission to the Company Partnership as an Additional Member Limited Partner or Substituted MemberLimited Partner, the power of attorney of the assignor shall survive the delivery of such assignment Transfer for the sole purpose of enabling the Company General Partner to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect such substitution. (f) If Treasury Regulations or other administrative announcements promulgated under the provisions of the Bipartisan Budget Act of 2015 are adopted as final (or temporary) rules (the “New Rules”), the General Partner is authorized to make such amendments to this Agreement (including provisions for any safe harbor election authorized by the New Rules) as the General Partner determines to be necessary or advisable to comply with, administer or reflect the New Rules and to administer the effects of such provisions in an equitable manner. GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Amendment or Restatement; Power of Attorney. (a) Notwithstanding anything to the contrary in this Agreement, in In addition to the any approvals which may be required under Section 8.2 and/or Section 8.4(b)8.5, any amendment, modification, supplement or restatement of neither this Agreement (including any Exhibit or Schedule hereto) nor the Certificate may be amended, modified, supplemented or restated, nor may any provisions of this Agreement or the Certificate and any waiver of any provision thereof shall also require be waived, without the approval of the Class A Members representing 50% holding a majority of the Class outstanding Series A Common Units; provided, however, that: that (i) any such amendment, modification, supplement, restatement or waiver in connection with that by its explicit terms would alter or change the rights, obligations, powers or preferences specific to any creation, authorization or issuance of a new series of Units or in a disproportionate and adverse manner compared to the rights, obligations, powers and preferences specific to other Equity Interests series of Units shall require the prior written consent of Members holding a majority of the Company by the Board pursuant to the authority contained in Section 3.7(a) shall only require the approval series of the Board Units so disproportionately and Requisite Member Approval; adversely affected, (ii) any such amendment, modification, supplement, restatement or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences of any Member in connection with any IPO only its capacity as a holder of a specific series of Units in a disproportionate and adverse manner compared to other Members in their capacities as holders of the same series of Units shall require the approval prior written consent of the Board such Member so disproportionately and Requisite Member Approval; adversely affected, and (iii) any such amendment, modification, supplement, restatement or waiver in connection with (A) any Qualified Public Offering shall only require the approval of the Series A-2 Majority, (B) any Qualified MLP IPO shall only require the approval of all Series A-1 Managers or (B) any IPO (other than pursuant to clauses (A) or (B)) shall only require the approval of the Board and Requisite Member Approval; (iv) any such amendment, modification, supplement, restatement or waiver that would alter by its explicit terms increase the Additional Commitment of any Member or change require a Capital Contribution to the rights, obligations, powers or preferences of one or more Members in Company by any Member that has not made an Additional Commitment to the capacity as a holder of a specific series of Membership Interests in a disproportionate and adverse manner (other than in a de minimis, non-economic respect, compared to other Members in their capacities as holders of the same series of Membership Interests) Company shall also require the prior written consent of Members holding greater than 50% such Member. The execution of the Membership Interests so disproportionately and adversely affected (for the avoidance an Addendum Agreement in connection with an issuance or transfer of doubt, with respect to an amendment that affects the Class B Members in a disproportionate and adverse manner as compared to the Class A Members, only the prior written consent of Class B Members holding greater than 50% of the Class B Common Units shall be required); (v) any such amendment, modification, supplement, restatement or waiver to reflect a Disposition made in accordance with the terms of this Agreement and changes to Schedule I or other administrative or immaterial changes shall only require the approval of the Board (and the Board shall approve the necessary amendment or modification, Schedule II hereof to reflect a Disposition made in accordance with such transfers or issuances shall not be considered amendments to this Agreement); and (vi) any such amendment to Schedule VIII to reflect the delegation or revocation of duties to any one or more Officers Agreement and shall only not require the approval of the Board in accordance with Section 8.2 and Section 8.3(c). (b) hereunder. Notwithstanding anything to the contrary in this Section 13.514.5, if (i) the provisions of Proposed Treasury Regulation Section 1.83-3 and related sections and the proposed Revenue Procedure described in IRS Notice 2005-43, as proposed by the Internal Revenue Service on May 24, 2005, or provisions similar thereto, or (ii) the amendments to Treasury Regulations §§ 1.704-1 and 1.704-3 proposed on January 22, 2003 (and corrected on March 28, 2003) are adopted as final (or temporary) rules (the “New Rules”), the Board is Directors are authorized to make such amendments to this Agreement (including provision for any safe harbor election authorized by the New Rules) as the Board Directors may determine to be necessary or advisable to comply with or reflect the New Rules; provided provided, that such amendments do not materially alter the economic rights of the Members under this Agreement other than the timing of distributions pursuant to Section 6.1(b). (c) . Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any Person person not a party to this Agreement. (db) Each Member irrevocably makes, constitutes and appoints each ManagerDirector of the Company designated by the Xxxxxxxx Entity, acting individually or collectively, as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file file: (i) any amendment, modification, supplement, restatement amendment or waiver of any provision of this Agreement that has been approved in accordance with this Agreement, ; and (ii) all other instruments, certificates, filings instruments or papers not inconsistent with the terms of this Agreement which may be necessary or advisable in the determination of the Board to evidence an amendment, modification, supplement, restatement amendment or waiver of, or relating to, this Agreement (including changes to the Members’ Schedule), (iii) all instruments required or necessary to admit Additional Members and Substituted Members to the Company and to issue additional Units or other Membership Interests (or securities convertible into or exercisable or exchangeable for Membership Interests) as provided in this Agreement, (iv) all conveyances and other instruments or papers required or necessary, to effect the dissolution and termination of the Company pursuant to the provisions of this Agreement; and (v) all other instruments or papers not inconsistent with the terms of this Agreement which may be required or to give effect or carry out another provision of this Agreement or which may be required by Law law to be filed on behalf of the Company or required to permit the Company to become or continue to be a limited liability company in each jurisdiction where the Company may be doing business. (e) Company. With respect to each Member and each Additional Member or Substituted Member, the foregoing power of attorney referred to in clause (d) above attorney: (i) is coupled with an interest and given to secure a proprietary interest, shall be irrevocable and shall survive the incapacity or Bankruptcy bankruptcy of such Member, ; and (ii) may be exercised by the Board through any Manager either by signing separately as attorney-in-fact for such Member or, after listing all of the Members executing an instrument, by a single signature of such Manager acting as attorney-in-fact for all of them and (iii) shall survive the Disposition by such Member of all or any portion of the Membership Interests Series A Units or Series B Units, as applicable, held by such Member; except that, where the assignee of the whole of such Member’s interest has been approved in accordance with the terms hereof for admission to the Company as an Additional Member or Substituted Member, the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Company to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect such substitution.

Amendment or Restatement; Power of Attorney. (a) Notwithstanding anything Subject to the contrary in this Agreement, in addition to the approvals required under Section 8.2 and/or Section 8.4(b12.5(b), any amendment, modification, supplement or restatement of this Agreement (including any Exhibit or Schedule hereto) may only be amended, modified, supplemented or the Certificate restated, and any waiver provisions of any provision thereof shall also require this Agreement may only be waived, with the approval of the Class A Members representing 50% General Partner (and without the approval of the Class A Common Unitsany other Person); provided, however, that: (i) any such amendment, modification, supplement, restatement or waiver in connection with any creation, authorization or issuance of a new series of Units or other Equity Interests of the Company by the Board pursuant to the authority contained in Section 3.7(a) shall only require the approval of the Board and Requisite Member Approval; (ii) any such amendment, modification, supplement, restatement or waiver in connection with any IPO only require the approval of the Board and Requisite Member Approval; (iii) any such amendment, modification, supplement, restatement or waiver in connection with (A) any Qualified Public Offering shall only require the approval of the Series A-2 Majority, (B) any Qualified MLP IPO shall only require the approval of all Series A-1 Managers or (B) any IPO (other than pursuant to clauses (A) or (B)) shall only require the approval of the Board and Requisite Member Approval; (iv) any such amendment, modification, supplement, restatement or waiver that would alter or change the rights, obligations, powers or preferences of one or more Members Limited Partners in the their capacity as a holder of a specific series of Membership Partnership Interests in a disproportionate and adverse manner (manner, other than in a de minimis, non-economic minimis respect, compared to other Members Limited Partners in their capacities as holders of the same series of Membership Interests) Partnership Interests shall also require the prior written consent of Members Limited Partners holding greater than 50% a majority of the Membership Partnership Interests so disproportionately and adversely affected affected; (for ii) any amendment, modification, supplement, restatement or waiver (other than in connection with the avoidance Initial Public Offering or a Drag-Along Transaction properly initiated and consummated in accordance with this Agreement) that would (A) alter or change the rights, preferences or privileges of doubt, with respect to an amendment that affects the Class B Members in a disproportionate and adverse manner as compared to the Class A MembersPreferred Units or (B) result in the issuance of additional Class A Preferred Units, only Senior Securities or Parity Securities (other than, in the prior written consent case of Class B Members holding greater than 50% each of clause (A) and (B) of this Section 12.5(a)(ii), in connection with an issuance of Partnership Interests that is permitted by Section 7.3 to be approved solely by the Class B Common Units shall be required); (v) any General Partner, in which case such amendment, modification, supplement, restatement or waiver to reflect a Disposition made in accordance with this Agreement or other administrative or immaterial changes shall only require the approval of the Board General Partner) shall also require the prior written consent of Limited Partners holding a majority of the Class A Preferred Units; and GPM PETROLEUM LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (and the Board shall approve the necessary amendment or iii) any amendment, modification, to reflect supplement, restatement or waiver (other than in connection with the Initial Public Offering or a Disposition made Drag-Along Transaction properly initiated and consummated in accordance with this Agreement); and ) that would alter or change the rights, preferences or privileges of the Class AQ Units (vi) any other than in connection with an issuance of Partnership Interests that is permitted by Section 7.3 to be approved solely by the General Partner, in which case such amendment to Schedule VIII to reflect the delegation amendment, modification, supplement, restatement or revocation of duties to any one or more Officers waiver shall only require the approval of the Board in accordance with Section 8.2 and Section 8.3(c)General Partner) shall also require the prior written consent of Limited Partners holding a majority of the Class AQ Units. (b) Notwithstanding anything to the contrary in this Section 13.5, if 12.5: (i) this Agreement shall be deemed to be automatically amended from time to time to reflect issuances and Transfers of Partnership Interests made in compliance with this Agreement without requiring the amendments to Treasury Regulations §§ 1.704-1 and 1.704-3 proposed on January 22, 2003 (and corrected on March 28, 2003) are adopted as final (or temporary) rules (the “New Rules”), the Board is authorized to make such amendments further consent of any party to this Agreement Agreement; and (including provision for any safe harbor election authorized ii) the Partners’ Schedules may be amended from time to time by the New RulesGeneral Partner in accordance with Section 3.7(d) as without requiring the Board may determine to be necessary or advisable to comply with or reflect the New Rules; provided that such amendments do not materially alter the economic rights consent of the Members under this Agreement any other than the timing of distributions pursuant to Section 6.1(b)Person. (c) Except as required Each Partner agrees to be bound by Law, no each and every amendment, modification, supplement, discharge restatement or waiver of or under this Agreement shall require approved and adopted in accordance with this Section 12.5 even if such Partner did not execute or consent to such amendment, modification, supplement, restatement or waiver; provided that the consent foregoing is not an agreement to or waiver of any Person Partner’s right to dispute that such amendment, modification, supplement, restatement or waiver was approved and adopted in accordance with this Section 12.5; and provided further, that each Partner shall be provided with a copy of each and every such amendment, modification, supplement, restatement or waiver of this Agreement upon the approval or adoption of such amendment, modification, supplement, restatement or waiver (provided that a Partner shall not be entitled to receive a party to this Agreementcopy of any such waiver that does not adversely affects the rights, obligations, powers or preferences of such Partner, other than in a de minimis respect). (d) Each Member Limited Partner hereby irrevocably makes, constitutes and appoints each Manager, acting individually or collectively, the General Partner as its true and lawful agent and attorney-in-fact, with full power of substitution to its Affiliates and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file file: (i) any amendment, modification, supplement, restatement or waiver of any provision of this Agreement that has been approved in accordance with this Agreement, or made as herein provided but only insofar as it has been made or approved as herein provided; (ii) all other instruments, certificates, filings instruments required or papers not inconsistent necessary to comply with the terms provisions of this Agreement which and applicable Law or to permit the Partnership to become GPM PETROLEUM LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP or to continue as a limited partnership or other entity wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be necessary or advisable in the determination of the Board to evidence an amendment, modification, supplement, restatement or waiver of, or relating to, this Agreement (including changes to the Members’ Schedule), doing business; (iii) all instruments required or necessary to reflect a change or modification of this Agreement in accordance with this Agreement (including changes to the Partners Schedules); (iv) all instruments required or necessary to admit Additional Members Limited Partners and Substituted Members Limited Partners to the Company Partnership and to issue additional Units or other Membership Partnership Interests (or securities convertible into or exercisable or exchangeable for Membership Partnership Interests) as provided in accordance with this Agreement, ; (ivv) all conveyances and other instruments required or papers necessary to to facilitate the Initial Public Offering in accordance with this Agreement; (vi) all instruments required or necessary, to effect the dissolution and termination of the Company Partnership pursuant to the provisions of this Agreement; and (vvii) all other instruments or papers not inconsistent with the terms of this Agreement which may be required to give effect or carry out another provision to the provisions of this Agreement on behalf of the Partnership or which may be required by Law law to be filed on behalf of the Company or required to permit the Company to become or continue to be a limited liability company in each jurisdiction where the Company may be doing businessPartnership. (e) With respect to each Member Limited Partner and each Additional Member Limited Partner or Substituted MemberLimited Partner, the foregoing power of attorney referred to in clause (d) above attorney: (i) is coupled with an interest and given to secure a proprietary interest, shall be irrevocable and shall survive the incapacity or Bankruptcy of such Member, Limited Partner; (ii) may be exercised by the Board through any Manager General Partner either by signing separately as attorney-in-fact for such Member Limited Partner or, after listing all of the Members Limited Partners executing an instrument, by a single signature of such Manager the General Partner acting as attorney-in-fact for all of them them; and (iii) shall survive the Disposition Transfer by such Member Limited Partner of all or any portion of the Membership Partnership Interests held by such MemberLimited Partner; except that, where the assignee of the whole of such MemberLimited Partner’s interest has been approved in accordance with by the terms hereof General Partner for admission to the Company Partnership as an Additional Member Limited Partner or Substituted MemberLimited Partner, the power of attorney of the assignor shall survive the delivery of such assignment Transfer for the sole purpose of enabling the Company General Partner to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect such substitution. (f) If Treasury Regulations or other administrative announcements promulgated under the provisions of the Bipartisan Budget Act of 2015 are adopted as final (or temporary) rules (the “New Rules”), the General Partner is authorized to make such amendments to this Agreement (including provisions for any safe harbor election authorized by the New Rules) as the General Partner determines to be necessary or advisable to comply with, administer or reflect the New Rules and to administer the effects of such provisions in an equitable manner.

Amendment or Restatement; Power of Attorney. (a) Notwithstanding anything to the contrary in this Agreement, in addition to the approvals required under Section 8.2 and/or Section 8.4(b), any amendment, modification, supplement or restatement of this Agreement (including any Exhibit or Schedule hereto) or the Certificate may only be amended, modified, supplemented or restated, and any waiver provisions of this Agreement or the Certificate may only be waived, by the Board or the Sponsor (without the consent of any provision thereof shall also require approval of the Class A Members representing 50% of the Class A Common Units; other Persons), provided, however, that: (i) any such amendment, modification, supplement, restatement or waiver in connection with any creation, authorization or issuance of a new series of Units or other Equity Interests of the Company by the Board pursuant to the authority contained in Section 3.7(a) shall only require the approval of the Board and Requisite Member Approval; (ii) any such amendment, modification, supplement, restatement or waiver in connection with any IPO only require the approval of the Board and Requisite Member Approval; (iii) any such amendment, modification, supplement, restatement or waiver in connection with (A) any Qualified Public Offering shall only require the approval of the Series A-2 Majority, (B) any Qualified MLP IPO shall only require the approval of all Series A-1 Managers or (B) any IPO (other than pursuant to clauses (A) or (B)) shall only require the approval of the Board and Requisite Member Approval; (iv) that any such amendment, modification, supplement, restatement or waiver that would alter or change the rights, obligations, powers or preferences of one or more Members in the capacity their capacities as a holder of a specific series (or group of Membership Interests series) of Units in a disproportionate and adverse manner (manner, other than in a de minimisminimus, non-economic respect, compared to the rights, obligations, powers and preferences specific to other Members in their capacities as the holders of either the same series of Membership Interests) Units or to any other series of Units shall also require the prior written consent of Members holding greater than at least 50% of the Membership Interests Units so disproportionately and adversely affected (affected, provided further, however, that such consent will not be required for the avoidance of doubt, with respect to an amendment that affects the Class B Members in a disproportionate and adverse manner as compared to the Class A Members, only the prior written consent of Class B Members holding greater than 50% of the Class B Common Units shall be required); (v) any such amendment, modification, supplement, restatement or waiver relating to reflect a Disposition made in accordance with this Agreement or other administrative or immaterial changes shall only require the approval issuance of the Board (and the Board shall approve the necessary amendment or modification, to reflect a Disposition made in accordance with this Agreement); and (vi) any such amendment to Schedule VIII to reflect the delegation or revocation of duties to any one or more Officers shall only require the approval of the Board additional Series B Units in accordance with Section 8.2 and Section 8.3(c)3.6 or the creation of any additional series of Units with rights, powers or preferences senior to those of the Series A Units, pari passu to those of the Series B Units or subordinate to those of the Series B Units. (b) Notwithstanding anything to the contrary in this Section 13.5, if the amendments to Treasury Regulations §§ 1.704-1 and 1.704-3 proposed on January 22, 2003 (and corrected on March 28, 2003) are adopted as final (or temporary) rules (the “New Rules”), the Board is authorized to make such amendments to this Agreement (including provision for any safe harbor election authorized by the New Rules) as the Board may determine to be necessary or advisable to comply with or reflect the New Rules; provided that such amendments do not materially alter the economic rights of the Members under this Agreement Each Member other than the timing of distributions pursuant to Section 6.1(b). (c) Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any Person not a party to this Agreement. (d) Each Member Sponsor irrevocably makes, constitutes and appoints each Manager, acting individually or collectively, the Sponsor as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file file: (i) any amendment, modification, supplement, restatement or waiver of any provision of this Agreement that has been approved in accordance with this Agreement, ; (ii) all other agreements, instruments, certificates, filings or papers not inconsistent required or necessary to effect an IPO Exchange or as are otherwise required or necessary to facilitate a Qualified IPO in accordance with this Agreement, including any instruments related to any subscription by the terms of this Agreement which may be necessary Members in any IPO Issuer or advisable as are otherwise identified in the determination of the Board to evidence an amendment, modification, supplement, restatement or waiver of, or relating to, this Agreement (including changes to the Members’ Schedule), Section 7.7; (iii) all instruments agreements, instruments, certificates, filings or papers required or necessary to admit Additional Members and Substituted Members to the Company and to issue additional Units or other Membership Interests (or securities convertible into or exercisable or exchangeable for Membership Interests) as provided facilitate Drag-Along Transaction in accordance with this Agreement, ; (iv) all conveyances and other instruments or papers required or necessary, to effect the dissolution and termination of the Company pursuant to the provisions of this Agreement; and (v) all other instruments agreements, instruments, NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT certificates, filings or papers not inconsistent with the terms of this Agreement which may be required to give evidence an amendment, modification, supplement, restatement or waiver of, or relating to, this Agreement or to effect or carry out another provision of this Agreement or which may be required by Law to be filed on behalf of the Company or required to permit the Company to become or continue to be a limited liability company in each jurisdiction where the Company may be doing business. (e) Company. With respect to each Member and each Additional Member or Substituted Member, the foregoing power of attorney referred to in clause (d) above (ix) is coupled with an interest and given to secure a proprietary interest, shall be irrevocable and shall survive the incapacity or Bankruptcy of such Member, (ii) may be exercised by the Board through any Manager either by signing separately as attorney-in-fact for such Member or, after listing all of the Members executing an instrument, by a single signature of such Manager acting as attorney-in-fact for all of them and (iiiy) shall survive the Disposition by such Member of all or any portion of the Membership Interests Units held by such Member; except that, where the assignee of the whole of such Member’s interest has been approved in accordance with the terms hereof for admission to the Company as an Additional Member or Substituted Member, the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Company to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect such substitution.