FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEHIGH GAS PARTNERS LPLimited Partnership Agreement • October 30th, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEHIGH GAS PARTNERS LP dated as of October 30, 2012, is entered into by and between Lehigh Gas GP LLC, a Delaware limited liability company, as the General Partner, and Lehigh Gas Corporation, a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. This First Amended and Restated Agreement of Limited Partnership amends and restates the Limited Partnership Agreement, dated as of December 2, 2011. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2012, by and among Lehigh Gas Partners LP, a Delaware limited partnership (the “Partnership”), Joseph V. Topper, Jr., John B. Reilly, III, Lehigh Gas Corporation, a Delaware corporation, Kimber Petroleum Corporation, a New Jersey corporation, and Kwik Pik — Ohio Holdings, LLC, a Delaware limited liability company.
OMNIBUS AGREEMENT BY AND AMONG LEHIGH GAS PARTNERS LP, LEHIGH GAS GP LLC, LEHIGH GAS CORPORATION, LEHIGH GAS-OHIO, LLC AND JOSEPH V. TOPPER, JR.Omnibus Agreement • October 30th, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Omnibus Agreement is entered into on, and effective as of, October 30, 2012 (the “Closing Date”), and is by and among Lehigh Gas Partners LP, a Delaware limited partnership (the “MLP” or the “Partnership”), Lehigh Gas GP LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”), Lehigh Gas Corporation, a Delaware corporation (“LGC”), and, for purposes of Article X only, Lehigh Gas-Ohio, LLC, a Delaware limited liability company (“LGO”), and, for purposes of Section 2.5, Article X and Article XI only, Joseph V. Topper, Jr. (“Topper”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
MERGER, CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among LEHIGH GAS PARTNERS LP, LEHIGH GAS GP LLC, LEHIGH GAS CORPORATION, LGP REALTY HOLDINGS LP, LEHIGH GAS WHOLESALE SERVICES, INC., LEHIGH GAS WHOLESALE LLC, LEHIGH KIMBER REALTY, LLC,...Merger Agreement • October 30th, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Merger, Contribution, Conveyance and Assumption Agreement, dated as of October 30, 2012 (this “Agreement”), is by and among Lehigh Gas Partners LP, a Delaware limited partnership (the “Partnership”), Lehigh Gas GP LLC, a Delaware limited liability company (the “General Partner”), Lehigh Gas Corporation, a Delaware corporation (“LGC”), LGP Realty Holdings LP, a Delaware limited liability company (“LGP Realty”), Lehigh Gas Wholesale Services, Inc., a Delaware corporation (“LGW”), Lehigh Gas Wholesale LLC, a Delaware limited liability company (“LG LLC”), Lehigh Kimber Realty, LLC, a Delaware limited liability company (“Kimber Realty”), Energy Realty OP LP, a Delaware limited partnership (“Energy”), EROP — Ohio Holdings, LLC, a Delaware limited liability company (“EROP”), Kwik Pik Realty — Ohio Holdings, LLC, a Delaware limited liability company (“Kwik”), Lehigh Gas — Ohio, LLC, a Delaware limited liability company (“LGO”), Lehigh Gas Ohio II, LLC, a Delaware limited liability company
