FORM OF CREDIT AGREEMENT DATED AS OF [ , 2012] AMONG SUSSER PETROLEUM PARTNERS LP, AS THE BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, SWING LINE LENDER AND L/C ISSUER, AND THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER &...Credit Agreement • August 29th, 2012 • Susser Petroleum Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of [ ], 2012, among SUSSER PETROLEUM PARTNERS LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUSSER PETROLEUM PARTNERS GP LLCLimited Liability Company Agreement • August 29th, 2012 • Susser Petroleum Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of SUSSER PETROLEUM PARTNERS GP LLC (the “Company”), dated as of [·], 2012 is entered into by Susser Holdings Corporation, a Delaware corporation (“SHC”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
SUSSER PETROLEUM PARTNERS LP (a Delaware limited partnership) [·] Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 29th, 2012 • Susser Petroleum Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Susser Petroleum Partners LP, a Delaware limited partnership (the “Partnership”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Barclays Capital Inc. (“Barclays”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Barclays are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common units representing limited partner interests in the Partnership (the “Common Units”) set forth in Schedule A hereto and (ii) the grant by the Partnership to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [·] additional Common Units. Th
FORM OF OMNIBUS AGREEMENT among SUSSER PETROLEUM PARTNERS LP, SUSSER PETROLEUM PARTNERS GP LLC and SUSSER HOLDINGS CORPORATIONOmnibus Agreement • August 29th, 2012 • Susser Petroleum Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), among Susser Holdings Corporation, a Delaware corporation (“SHC”), Susser Petroleum Partners GP LLC, a Delaware limited liability company (the “General Partner”), and Susser Petroleum Partners LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FORM OF $[175,000,000] TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • August 29th, 2012 • Susser Petroleum Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This TERM LOAN AND SECURITY AGREEMENT is entered into as of [ ] [ ], 2012 between SUSSER PETROLEUM PARTNERS LP, a Delaware limited partnership (the “Borrower”), and BANK OF AMERICA, N.A. (the “Lender”).
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • August 29th, 2012 • Susser Petroleum Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
This Indemnification Agreement (this “Agreement”) is made and entered into as of this day of , 2012, by and among Susser Petroleum Partners GP LLC, a Delaware limited liability company (the “General Partner”); Susser Petroleum Partners LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and [DIRECTOR’S NAME] (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14 of this Agreement.
FORM OF CONTRIBUTION AGREEMENT By and Among SUSSER PETROLEUM PARTNERS LP SUSSER PETROLEUM PARTNERS GP LLC SUSSER HOLDINGS CORPORATION SUSSER HOLDINGS, L.L.C. STRIPES LLC and SUSSER PETROLEUM COMPANY LLC Dated as of [·], 2012Contribution Agreement • August 29th, 2012 • Susser Petroleum Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
This Contribution Agreement, dated as of [·], 2012 (this “Agreement”), is by and among Susser Petroleum Partners LP, a Delaware limited partnership (the “Partnership”), Susser Petroleum Partners GP LLC, a Delaware limited liability company (the “General Partner”), Susser Holdings Corporation, a Delaware corporation (“SHC”), Susser Holdings, L.L.C., a Delaware limited liability company (“Holdings”), Stripes LLC, a Texas limited liability company (“Stripes”) and Susser Petroleum Company LLC, a Texas limited liability company (“SPC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
FORM OF FUEL DISTRIBUTION AGREEMENTForm of Fuel Distribution Agreement • August 29th, 2012 • Susser Petroleum Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
This Fuel Distribution Agreement (the “Agreement”) made and entered into between Susser Petroleum Operating Company LLC, with a business address of 555 East Airtex Drive, Houston, Texas 77073 (the “Seller”), and Susser Holdings Corporation, Stripes LLC and Susser Petroluem Company LLC, each with a business address of 4525 Ayers, Corpus Christi, Texas 78415 (collectively, with all of their respective divisions, subsidiaries or affiliates, other than the Partnership as defined below, the “Purchaser” or “SHC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FORM OF SUSSER PETROLEUM PARTNERS LPPhantom Unit Agreement • August 29th, 2012 • Susser Petroleum Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Susser Petroleum Partners GP LLC, a Delaware limited liability company (the “Company”), and the individual to whom the corresponding Grant (as hereinafter defined) is made (the “Service Provider”). This Agreement is entered into as of the day set forth in the Grant Award Notification Letter (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
