WAIVER, SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDERCredit Agreement • October 3rd, 2014 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 4, 2014, is by and among LEHIGH GAS PARTNERS LP, a Delaware limited partnership (the “BorrowerPartnership”), LEHIGH GAS WHOLESALE SERVICES, INC., a Delaware corporation (“Services”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION, as syndication agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent (together, the “Co-Syndication Agents”), BANK OF AMERICA, N.A., as documentation agent, MANUFACTURERS AND TRADERS TRUST COMPANY, as documentation agent, ROYAL BANK OF CANADA, as documentation agent and SANTANDER BANK, N.A., as documentation agent (together, the “Co-Documentation Agents”) and CITIZENS BANK OF PENNSYLVANIA, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”). The Partnership and Services are sometimes referred to herein as a “Borrower” and collectively, the “Borrowers”.
AMENDED AND RESTATED OMNIBUS AGREEMENT BY AND AMONG LEHIGH GAS PARTNERS LP, LEHIGH GAS GP LLC, LEHIGH GAS CORPORATION, CST SERVICES, LLC, LEHIGH GAS-OHIO, LLC AND JOSEPH V. TOPPER, JR.Omnibus Agreement • October 3rd, 2014 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Amended and Restated Omnibus Agreement is entered into on, and effective as of, October 1, 2014 (the “Effective 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”), CST Services, LLC, a Delaware limited liability company (“CST”), 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.” Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in Section 1.1.
AMENDMENT TO PMPA FRANCHISE AGREEMENTPmpa Franchise Agreement • October 3rd, 2014 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Pennsylvania
THIS AMENDMENT TO PMPA FRANCHISE AGREEMENT (this “Amendment”), is made as of the 1st day of October, 2014, with an effective date of October 1, 2014 (the “Effective Date”), by and between Lehigh Gas Wholesale LLC as the “Distributor”, with an address of 645 West Hamilton Street, Suite 500, Allentown, PA 18101 and Lehigh Gas – Ohio, LLC as the “Franchise Dealer”, with an address of 500 West Hamilton Street, Suite 500, Allentown, PA 18101.
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEHIGH GAS PARTNERS LPFirst Amended and Restated Agreement of Limited Partnership • October 3rd, 2014 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEHIGH GAS PARTNERS LP, a Delaware limited partnership (the “Partnership”) dated as of October 1, 2014, (this “Amendment”), is entered into by CrossAmerica GP LLC, a Delaware limited liability company, (the “General Partner”), pursuant to its authority granted in Section 13.1(a) of the First Amended and Restated Agreement of Limited Partnership, dated as of October 30, 2012 (the “First A&R Partnership Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the First A&R Partnership Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2014 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
This EMPLOYMENT AGREEMENT (“Agreement”) is made this 1st day of October, 2014, between CST Services, LLC, a Delaware limited liability company (“Company”), a wholly owned subsidiary of CST Brands, Inc., a Delaware corporations (“CST”), and Joseph V. Topper, Jr., an individual (“Executive”).
VOTING AGREEMENTVoting Agreement • October 3rd, 2014 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of October 1, 2014, is entered into by and among CST Brands, Inc., a Delaware corporation (“CST”), and each of the persons listed on the signature page hereto (each, an “Equityholder”). Each Equityholder and CST are referred to collectively in this Agreement as the “Parties” and each individually as a “Party.”
