EXCHANGE AGREEMENTExchange Agreement • November 21st, 2019 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
EXCHANGE AGREEMENT (this "Agreement"), dated as of November 19, 2019 (the “Execution Date”), between Circle K Stores Inc., a Texas corporation ("Circle K"), and CrossAmerica Partners LP, a Delaware limited partnership ("CrossAmerica"). Circle K and CrossAmerica are together referred to herein as the "Parties".
TRANSITIONAL OMNIBUS AGREEMENT BY AND AMONG CROSSAMERICA PARTNERS LP, CROSSAMERICA GP LLC, AND CIRCLE K STORES INC.Transitional Omnibus Agreement • November 21st, 2019 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Transitional Omnibus Agreement is entered into on, and effective as of, November 19, 2019 (the “Effective Date”), and is by and among CrossAmerica Partners LP, a Delaware limited partnership (the “MLP” or the “Partnership”), and CrossAmerica GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of the MLP, on the one hand, and Circle K Stores Inc., a Texas corporation (“CK”), on the other hand. 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.
TERMINATION AGREEMENT (OMNIBUS AGREEMENT)Termination Agreement • November 21st, 2019 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This TERMINATION AGREEMENT (this “Agreement”), dated as of November 19, 2019, is made and entered into by and among CrossAmerica Partners LP, a Delaware limited partnership (the “MLP”), CrossAmerica GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of the MLP, Dunne Manning Inc., a Delaware corporation (“DMI”), CST Services, LLC, a Delaware limited liability company (“CST”), Circle K Stores, Inc., a Texas corporation (“CK”), Dunne Manning Stores, LLC, a Delaware limited liability company (“DMS”) and Joseph V. Topper, Jr., an individual (“Topper”).
First AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 21st, 2019 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
THIS First AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 19, 2019, by and among CrossAmerica Partners LP, a Delaware limited partnership (the “Partnership”) and Lehigh Gas Wholesale Services, Inc., a Delaware corporation (“Services”, and, together with the Partnership, the “Borrowers”), the Guarantors party hereto, Citizens Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.
TERMINATION AGREEMENT (VOTING AGREEMENT)Termination Agreement • November 21st, 2019 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This TERMINATION AGREEMENT (this “Agreement”), dated as of November 19, 2019, is made and entered into by and among CST Brands, LLC, (formerly known as CST Brands, Inc.) a Delaware corporation (“CST”), Joseph V. Topper, Jr., an individual, (“Topper”), 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. (the “Topper Trust”) and Dunne Manning Inc. (formerly known as Lehigh Gas Corporation), a Delaware corporation (together with the Topper Trust and Topper, the “Equityholders”).
