SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of [ ], 2012 among LEHIGH GAS PARTNERS LP, as the Borrower, KEYBANK NATIONAL ASSOCIATION as Administrative Agent for the Lenders, as Collateral Agent, as L/C Issuer, as Joint Lead Arranger and as...Credit Agreement • October 4th, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) entered into as of [ ], 2012, is by and among LEHIGH GAS PARTNERS LP, a Delaware limited partnership (“Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for the Lenders, as Collateral Agent, as L/C Issuer, as Joint Lead Arranger and as Joint Book Runner, RBS CITIZENS, N.A., as Joint Lead Arranger and Joint Book Runner, and CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent.
FORM OF 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 4th, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Omnibus Agreement is entered into on, and effective as of, , 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.”
Form of Underwriting Agreement [ ] Common Units LEHIGH GAS PARTNERS LP UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Form of Lehigh Gas Partners LP 2012 Incentive Award Plan Award Agreement for Phantom UnitsLehigh Gas Partners LP • October 4th, 2012 • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
FORM OF 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...Agreement • October 4th, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Merger, Contribution, Conveyance and Assumption Agreement, dated as of [ ], 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”), [LGO Distributee, LLC], a Delaware limited liability company (“LGO Dis
