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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2023

CrossAmerica Partners LP

(Exact name of registrant as specified in its charter)

Delaware

001-35711

45-4165414

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

645 Hamilton Street, Suite 400
Allentown, PA

18101

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (610) 625-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	CAPL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 31, 2023, CrossAmerica Partners LP, a publicly traded Delaware limited partnership (the “Partnership”), and its subsidiary, Lehigh Gas Wholesale Services, Inc., a Delaware corporation (together with the Partnership, the “Borrowers”), entered into an Amendment and Restatement Agreement, dated as of March 31, 2023 (the “A&R Agreement”), by and among the Borrowers, certain domestic subsidiaries of the Borrowers party thereto, as guarantors (the “Guarantors”), the lenders party thereto, and Citizens Bank, N.A., as administrative agent, swing line lender and L/C issuer (the “Agent”). The A&R Agreement amended and restated the Credit Agreement, dated as of April 1, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the A&R Agreement, the “Existing Credit Agreement”, and as amended and restated by the A&R Agreement, the “A&R Credit Agreement”), among the Borrowers, the Guarantors, the lenders from time to time party thereto, and the Agent.

The A&R Credit Agreement provides for an increase of the senior secured revolving credit facility from $750 million to $925 million and extends the maturity date from April 1, 2024 to March 31, 2028. The credit facility can be increased from time to time upon the Partnership’s written request, subject to certain conditions, up to an additional $350 million. The aggregate amount of the outstanding loans and letters of credit under the A&R Credit Agreement cannot exceed the combined revolving commitments then in effect. The Guarantors are guarantors of all of the obligations under the A&R Credit Agreement. All obligations under the A&R Credit Agreement are secured by substantially all of the Partnership’s assets and substantially all of the assets of the Guarantors.

Borrowings under the credit facility will bear interest, at the Partnership’s option, at (1) a rate equal to the secured overnight financing rate (“SOFR”), for interest periods of one, three or six months, plus a margin ranging from 1.75% to 2.75% per annum depending on the Partnership’s Consolidated Leverage Ratio (as defined in the A&R Credit Agreement) plus a customary credit spread adjustment or (2) (a) an alternative base rate equal to the greatest of, (i) the federal funds rate, plus 0.5% per annum, (ii) SOFR for one month interest periods, plus 1.00% per annum or (iii) the rate of interest established by the Agent, from time to time, as its prime rate, plus (b) a margin ranging from 0.75% to 1.75% per annum depending on the Partnership’s Consolidated Leverage Ratio. In addition, the Partnership will incur a commitment fee based on the unused portion of the credit facility at a rate ranging from 0.25% to 0.45% per annum depending on the Partnership’s Consolidated Leverage Ratio. Until the Partnership delivers a compliance certificate for the fiscal quarter ending June 30, 2023, the applicable margin for SOFR and alternative base rate loans will be 2.25% and 1.25%, respectively, and the commitment fee rate will be 0.35%.

The Partnership also has the right to borrow swingline loans under the A&R Credit Agreement in an amount up to $35.0 million. Swingline loans will bear interest at the base rate plus the applicable alternative base rate margin.

Letters of credit may be issued under the A&R Credit Agreement up to an aggregate amount of $65.0 million. Letters of credit will be subject to a 0.125% fronting fee and other customary administrative charges. Letters of credit will accrue a fee at a rate based on the applicable margin of SOFR loans.

The A&R Credit Agreement also contains certain financial covenants. The Partnership is required to maintain a Consolidated Leverage Ratio (as defined in the A&R Credit Agreement) of (i) for each fiscal quarter ending March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023, not greater than 5.25 to 1.00, (ii) for each fiscal quarter ending March 31, 2024, June 30, 2024 and September 30, 2024, not greater than 5.00 to 1.00, and (iii) for each fiscal quarter ending December 31, 2024 and thereafter, not greater than 4.75 to 1.00. For the quarter during a Specified Acquisition Period (as defined in the A&R Credit Agreement), such threshold shall be increased by increasing the numerator thereof by 0.5, but such numerator shall not exceed 5.25 to 1.00. Upon the occurrence of a Qualified Note Offering (as defined in the A&R Credit Agreement), the Consolidated Leverage Ratio threshold when not in a Specified Acquisition Period is increased to 5.25 to 1.00, while the Specified Acquisition Period threshold is 5.50 to 1.00. Upon the occurrence of a Qualified Note Offering (as defined in the A&R Credit Agreement), the Partnership is also required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the A&R Credit Agreement) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00. Such threshold is increased to 4.00 to 1.00 for the quarter during a Specified Acquisition Period. The Partnership is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the A&R Credit Agreement) of at least 2.50 to 1.00.

The initial borrowings under the A&R Credit Agreement were used to repay outstanding borrowings under the Credit Agreement, dated as of July 16, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified, the “JKM Credit Agreement”), among CAPL JKM Partners LLC, a Delaware limited liability company, CAPL JKM Holdings LLC, a Delaware limited liability company, the lenders, swingline lender and issuing banks from time to time party thereto and Manufacturers and Traders Trust Company, as administrative agent, which was terminated on March 31, 2023, and to pay fees and expenses in connection with the A&R Credit Agreement and the termination of the JKM Credit Agreement. Future borrowings are expected to be used to provide ongoing working capital for the Partnership and its subsidiaries.

The A&R Credit Agreement prohibits the Partnership from making cash distributions to its unitholders if any event of default occurs or would result from the distribution. In addition, the A&R Credit Agreement contains various covenants that may limit, among other things, the Partnership’s ability to:

•

grant liens;

•

incur or assume other indebtedness;

•

materially alter the character of the Partnership’s business in any material respect;

•

enter into certain mergers, liquidations and dissolutions; and

•

make certain investments, acquisitions or dispositions.

If an event of default exists under the A&R Credit Agreement, the lenders will be able to accelerate the maturity of the A&R Credit Agreement and exercise other rights and remedies. Events of default include, among others, the following:

•

failure to pay any principal under the A&R Credit Agreement when due or any interest, fees or other amounts under the A&R Credit Agreement when due after a grace period;

•

failure of any representation or warranty to be true and correct in any material respect;

•

failure to perform or otherwise comply with the covenants in the A&R Credit Agreement or in other loan documents without a waiver or amendment;

•

any default in the performance of any obligation or condition beyond the applicable grace period relating to any other indebtedness of more than $45.0 million;

•

certain judgment default for monetary judgments exceeding $45.0 million;

•

bankruptcy or insolvency event involving the Partnership or any of its subsidiaries;

•

certain Employee Retirement Income Security Act of 1974 (ERISA) violations;

•

a Change of Control (as defined in the A&R Credit Agreement) without a waiver or amendment; and

•

failure of the lenders for any reason to have a perfected first priority security interest in a material portion of the collateral granted by the Partnership or any of its subsidiaries.

The foregoing description of the A&R Agreement and the A&R Credit Agreement is qualified in its entirety by the full text of the A&R Agreement and the A&R Credit Agreement attached as an Exhibit thereto which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 1.02.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On April 3, 2023, the Partnership issued a press release announcing its entry into the A&R Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.	Description
10.1	Amendment and Restatement Agreement, dated as of March 31, 2023, by and among CrossAmerica Partners LP, Lehigh Gas Wholesale Services, Inc., the guarantors party thereto, the lenders party thereto and Citizens Bank, N.A., as administrative agent, swing line lender and L/C issuer
99.1	Press Release dated April 3, 2023, regarding entering into the A&R Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


CrossAmerica Partners LP
By:	CrossAmerica GP LLC
	its general partner

By:	/s/ Keenan D. Lynch
	Name:	Keenan D. Lynch
	Title:	General Counsel and Chief Administrative Officer

Dated: April 3, 2023

EX-10

EXHIBIT 10.1

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT

THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is entered into as of March 31, 2023, by and among CrossAmerica Partners LP, a Delaware limited partnership (the “Partnership”), Lehigh Gas Wholesale Services, Inc., a Delaware corporation (“Services”, and, together with the Partnership, the “Borrowers”), the Guarantors (as defined below) party hereto, each of the Lenders and L/C Issuers party hereto and Citizens Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Borrowers, the entities listed on the signature pages hereto as an Existing Guarantor (the “Existing Guarantors”, together with the Borrowers, collectively, the “Existing Loan Parties”), the Administrative Agent, the Lenders from time to time party thereto and the other parties thereto are parties to that certain Credit Agreement, dated as of April 1, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended and restated by this Agreement, the “Credit Agreement”); and

WHEREAS, the Borrowers wish to restate the credit facility evidenced by the Existing Credit Agreement as a $925,000,000 revolving facility (the “2023 Revolving Facility”) and to make certain other amendments to the Existing Credit Agreement and, to the extent set forth herein, the other Loan Documents, and, subject to the satisfaction of the conditions set forth herein, the Administrative Agent, the Collateral Agent and the Lenders party hereto are willing to do so, on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and other valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the parties agree as follows:

SECTION 1.

Defined Terms. Capitalized terms used herein that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

SECTION 2.

Amendment and Restatement; Other Amendments. Effective as of the Restatement Date:

2.1.

The Existing Credit Agreement is hereby amended and restated in its entirety in the form of Exhibit A hereto, with added text shown as bold and double underlined (example: double-underlined text) and deleted text shown as stricken text (example: stricken text); and

2.2.

The Exhibits and Schedules to the Existing Credit Agreement are hereby restated in their entirety in the form of the Exhibits and Schedules attached hereto in Exhibit A hereto, and a new Exhibit G to the Credit Agreement is hereby attached to the Existing Credit Agreement, in the form attached in Exhibit A hereto.

2.3.

Schedule 1 to the Pledge Agreement is hereby restated in the form of Exhibit B hereto.

2.4.

The Security Agreement is hereby amended to restate the definition of “Perfection Certificate” set forth therein in its entirety as follows:

“Perfection Certificate” means (a) prior to the Restatement Date, that certain Perfection Certificate, dated as of the Closing Date, executed by the Borrowers in favor of the Collateral Agent in connection with the Existing CAPL Credit Agreement and (b) from and after the Restatement Date, that certain Perfection Certificate, dated as of the Restatement Date, executed by the Borrowers in favor of the Collateral Agent in connection with the Restatement Agreement.

SECTION 3.

Conditions. The effectiveness of this Agreement is subject to the satisfaction of the following conditions (the date on which all such conditions are satisfied and/or waived, the “Restatement Date”):

3.1.

The Administrative Agent shall have received the following, each in form and substance reasonably satisfactory to it:

(a)

a duly executed and delivered counterpart of this Agreement signed by each Borrower, each other Loan Party party hereto and each Lender party hereto;

(b)

a Note executed by the Borrowers in favor of each Lender requesting a Note;

(c)

each IP Security Agreement required to cause all Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights, Copyright Licenses and related collateral of the Borrowers and Guarantors to be included in the Collateral, executed by the applicable Borrower or Guarantor party thereto and the Collateral Agent;

(d)

such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower or Guarantor (or, if applicable, the General Partner acting on behalf such Person) as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

(e)

such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower and Guarantor is duly organized or formed, and, to the extent available for entities validly existing and in good standing in such jurisdiction, that each Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of organization or formation;

(f)

a customary opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as counsel to the Borrowers and Guarantors, addressed to the Administrative Agent, the Collateral Agent, the L/C Issuers and each Lender, as to the matters concerning the Borrowers and Guarantors and the Loan Documents as the Lenders may reasonably request;

(g)

a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to this Agreement and any Credit Extension to be made on the Restatement Date, from the chief financial officer of the General Partner;

(h)

a certificate signed by a Responsible Officer of the Partnership certifying that the conditions specified in Section 3.4 below and Sections 4.02(a) and (b) of the Credit Agreement have been satisfied;

(i)

evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may

be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; and

(j)

an acknowledgement from each Lender not a party to this Agreement (each, a “Departing Lender”) that such Lender will no longer be party to the Credit Agreement after giving effect to this Agreement.

3.2.

(i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Restatement Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Restatement Date shall have been paid.

3.3.

Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two (2) Business Days prior to the Restatement Date (or on the Restatement Date, if agreed by the Borrowers), plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).

3.4.

Since December 31, 2022, there shall not have occurred any event, condition or occurrence that has had, or is reasonably expected to have, a Material Adverse Effect.

3.5.

The principal, accrued and unpaid interest, fees, premium, if any, and other amounts, other than contingent obligations not then due and payable and that by their terms survive the termination of the credit facilities established under the Existing JKM Credit Agreement, shall have been (or shall substantially concurrently with the effectiveness of this Agreement be) repaid in full, and all commitments to extend credit under the Existing JKM Credit Agreement shall have been (or shall substantially concurrently with the effectiveness of this Agreement be) terminated and any security interests and guarantees in connection therewith shall have been (or shall substantially concurrently with the effectiveness of this Agreement be) terminated and/or released (other than any mortgage or deed of trust releases, which will be required to be delivered pursuant to Section 6.18 of the Credit Agreement), all as evidenced by payoff documentation delivered, and reasonably acceptable, to the Administrative Agent, and all Obligations owed to each Departing Lender shall have been (or shall substantially concurrently with the effectiveness of this Agreement be) paid in full.

3.6.

The Borrowers shall have paid all interest on the Revolving Credit Loans that is accrued on the outstanding Revolving Credit Loans and unpaid under the Existing Credit Agreement as of the Restatement Date.

3.7.

(i) To the extent not previously delivered to the Collateral Agent, the Collateral Agent shall have received (x) such documents as it reasonably deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests held or issued by the Guarantors (other than to the extent constituting Excluded Assets), (y) the certificates, if any, representing such Equity Interests constituting certificated securities under the UCC together with undated stock powers, in blank, to the extent necessary to perfect the Collateral Agent’s security interests therein, and (z) any note, instrument or debt security in favor of any Guarantor, endorsed in blank or accompanied by an executed transfer form in blank, in each case executed and delivered by a duly authorized officer of such Guarantor, in each case to the extent required by the Collateral Documents and (ii) each Guarantor shall have taken such actions necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the applicable Collateral Documents with respect to such Guarantor, including the recording of IP Security Agreements, if required,

and the filing of UCC financing statements, as applicable, in such jurisdictions as may be required by the Collateral Documents.

3.8.

The Administrative Agent, the Arrangers and the Lenders shall have received three (3) Business Days prior to the Restatement Date so long as such documentation and information has been reasonably requested in writing by the Administrative Agent, the Arrangers, and the Lenders at least seven (7) Business Days prior to the Restatement Date, all documentation and other information about the Borrowers and the Guarantors that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

Without limiting the generality of the provisions of Section 9.03(c) of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its objection thereto.

SECTION 4.

Reallocation. Immediately upon the effectiveness of this Agreement, the Revolving Credit Loans, and participations in L/C Obligations and Swing Line Loans, of each of the Lenders shall be reallocated in a manner determined by the Administrative Agent such that such Revolving Credit Loans and such participations are held ratably by the Lenders in accordance with their respective Commitments. Each Lender shall be deemed to have assigned, or taken assignment of, such Revolving Credit Loans, and to have purchased sub-participations in such participations, as the Administrative Agent shall determine to be appropriate to effect the foregoing. Each Lender agrees to make cash settlements in respect of any outstanding Revolving Credit Loans and such participations, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve.

SECTION 5.

Acknowledgments and Affirmations of the Loan Parties. Each Person that is a Loan Party prior to the effectiveness of this Agreement hereby expressly acknowledges the terms of this Agreement and confirms and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Agreement and the transactions contemplated hereby and thereby, (ii) its guarantee of the Obligations (including, without limitation, the obligations in respect of the 2023 Revolving Facility) under the Guaranty and (iii) its grant of Liens on the Collateral to secure the Obligations (including, without limitation, the Obligations with respect to the 2023 Revolving Facility) pursuant to the Collateral Documents; provided that, on and after the effectiveness of this Agreement, each reference in the Credit Agreement and in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby. Without limiting the generality of the foregoing, the Collateral Documents to which such Loan Party is a party and all of the Collateral described therein do, and shall continue to secure, payment of all of the Obligations.

SECTION 6.

Joinder.

6.1.

Each entity listed on the signature pages hereto as a Joining Guarantor (each a “Joining Guarantor”, and collectively, the “Joining Guarantors”, together with the Existing Guarantors, collectively, the “Guarantors”, and the Guarantors together with the Borrower, collectively, the “Grantors”) hereby acknowledges, agrees and confirms that, subject to the satisfaction of the conditions under Section 3.7 of this Agreement, by its execution of this Agreement, such Joining Guarantor will be deemed to be a party to and a “Loan Party” and a “Guarantor” under the Credit Agreement and shall have all of the obligations of

a Loan Party and a Guarantor thereunder as if it had executed the Credit Agreement. Each Joining Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement and the other applicable Loan Documents, including, without limitation (a) all of the representations and warranties set forth in Article V of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VI and VII of the Credit Agreement, in each case, to the same extent as each other Loan Party. Without limiting the generality of the foregoing terms of this paragraph, each Joining Guarantor hereby guarantees, jointly and severally together with the other Guarantors (as defined in the Credit Agreement), the prompt payment of the Obligations in accordance with Article XI of the Credit Agreement.

6.2.

Each Joining Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Joining Guarantor will become a party to the Security Agreement and the Pledge Agreement, and shall have all the rights and obligations of an “Obligor” (as such term is defined in the Security Agreement) under the Security Agreement as if it had executed the Security Agreement and the rights and obligations of a “Pledgor” (as such term is defined in the Pledge Agreement) under the Pledge Agreement as if it had executed the Pledge Agreement. Each Joining Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement and the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph, in order to secure the Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of such Grantor in and to (a) the Collateral (as such term is defined in the Security Agreement) and (b) the Pledged Collateral (as such term is defined in the Pledge Agreement) of such Joining Guarantor; provided, however that the foregoing grants shall not constitute a grant of security interest in, and the terms Collateral (as defined in the Security Agreement) and Pledged Collateral (as defined in the Pledge Agreement) shall not include, any Excluded Assets. The exercise of any and all rights and remedies with respect to the security interests granted hereunder shall be governed by the terms of the Security Agreement and the Pledge Agreement, as applicable. Each Grantor hereby authorizes the Collateral Agent to prepare and file such financing statements as the Collateral Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets”, in each case whether now owned or hereafter acquired, of such Grantor or that describes the Collateral in some other manner as the Collateral Agent deems necessary or advisable.

SECTION 7.

Representations and Warranties. To induce the Administrative Agent and the Lenders party hereto to enter into this Agreement, the Borrowers and each other Loan Party party hereto hereby represent and warrant to the Administrative Agent and each Lender as follows:

7.1.

Such Loan Party has the power and authority, and the legal right, to make, deliver and perform this Agreement and all documents and instruments delivered in connection herewith. Such Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith, and this Agreement has been duly executed and delivered on behalf of such Loan Party.

7.2.

This Agreement constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Law).

7.3.

No consent or authorization of, or filing with, notice to or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any documents and instruments delivered in connection herewith, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect and (ii) those consents, authorizations, filings and notices, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

7.4.

On the Restatement Date, both at the time of and immediately after giving effect to this Agreement, each of the representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (except that any such representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification) in all respects, and except to the extent that such representations or warranties expressly relate to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date).

7.5.

After giving effect hereto, each Subsidiary that is not an Excluded Subsidiary or a Borrower will be a Guarantor under (and as defined in) the Credit Agreement.

7.6.

The Perfection Certificate has been duly prepared, completed and executed by the Borrowers and the information set forth therein (including (i) the exact legal name of each Loan Party, (ii) the jurisdiction of organization of each Loan Party and (iii) prior names used by any Loan Party) is true, correct and complete in all respects as of the Restatement Date.

7.7.

No Loan Party owns any Equity Interest of the Partnership. No Loan Party owns any Equity Interest of a Subsidiary of the Partnership except as set forth on Exhibit B hereto, as of the Restatement Date.

SECTION 8.

Reference to and Effect upon the Credit Agreement; Waiver of Breakage Costs.

8.1.

Except as specifically amended hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and the other Loan Documents, all rights of the Administrative Agent, the Lenders and the other Secured Parties and all of the Obligations shall remain in full force and effect. The Borrowers and the other Loan Parties party hereto hereby confirm that the Credit Agreement and the other Loan Documents are in full force and effect.

8.2.

The execution, delivery and effectiveness of this Agreement shall not directly or indirectly constitute (i) a novation of any of the Obligations under the Credit Agreement or the other Loan Documents or (ii) constitute a course of dealing or, except as expressly amended hereby, other basis for altering any Obligations or any other contract or instrument (including, without limitation, the Credit Agreement and the other Loan Documents).

8.3.

From and after the date hereof, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Loan Document, shall mean the Credit Agreement as amended and restated hereby, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement and any agreements, instruments and other documents executed and/or delivered in connection herewith.

8.4.

To the extent the amendment and restatement of the Existing Credit Agreement, including the conversion of Eurodollar Rate Loans (as defined in the Existing Credit Agreement) to SOFR Loans or the reallocation of outstanding Obligations pursuant to Section 4 hereof, would give rise to an obligation to

make any payment pursuant to Section 3.05 of the Existing Credit Agreement, the Lenders party hereto waive the right to any such payment (it being understood and agreed, however, that (x) such waiver shall only apply to any such payment arising from the effectiveness of this Agreement on the Restatement Date, and not in any other instance, and (y) should any Departing Lender require payment of any such reimbursements obligations, the Borrowers shall be liable therefor in accordance with the terms of the Existing Credit Agreement).

8.5.

Notwithstanding anything in the Credit Agreement to the contrary, upon the effectiveness hereof, all Eurodollar Rate Loans (as defined in the Existing Credit Agreement) that are outstanding and in effect as of the date hereof under the Existing Credit Agreement shall continue as SOFR Loans having an initial Interest Period of one (1) month; provided that it is understood and agreed that no losses, costs or expenses shall be payable pursuant to Section 3.05 of the Credit Agreement in connection with the continuation contemplated by this Section 8.5.

8.6.

Upon the effectiveness hereof, each Person executing this Agreement as a Lender that was not a Lender under the Existing Credit Agreement shall be a Lender under the Credit Agreement and will have the rights and be subject to the obligations of a Lender under the Credit Agreement, including the provisions of Article IX thereof.

SECTION 9.

Incorporation by Reference. The terms and provisions of Sections 10.10 (Counterparts; Integration; Effectiveness), 10.12 (Severability), 10.14 (Governing Law; Jurisdiction; Etc.) and 10.17 (Electronic Execution of Assignments and Certain Other Documents) of the Credit Agreement are hereby incorporated herein by reference, and shall apply to this Agreement mutatis mutandis as if fully set forth herein.

SECTION 10.

Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date set forth above.

PARTNERSHIP:

CROSSAMERICA PARTNERS LP
By: CrossAmerica GP LLC, its general partner

By: /s/ Charles M. Nifong, Jr

Name: Charles M. Nifong, Jr

Title: President and Chief Executive Officer

SERVICES:

LEHIGH GAS WHOLESALE SERVICES, INC.

By: /s/ Charles M. Nifong, Jr

Name: Charles M. Nifong, Jr

Title: President and Chief Executive Officer

EXISTING GUARANTORS:


LGP OPERATIONS LLC, LEHIGH GAS WHOLESALE LLC, EXPRESS LANE, INC., LGP REALTY HOLDINGS GP LLC, MINNESOTA NICE HOLDINGS INC., ERICKSON OIL PRODUCTS, INC., FREEDOM VALU CENTERS, INC., PETROLEUM MARKETERS, INCORPORATED, PM PROPERTIES, INC., CAP OPERATIONS, INC., NTI DROP DOWN ONE, LLC, NTI DROP DOWN TWO, LLC, M & J OPERATIONS, LLC, CAP WEST VIRGINIA HOLDINGS, LLC
By:	/s/ Charles M. Nifong, Jr.
	Name:	Charles M. Nifong, Jr.
	Title:	President and Chief Executive Officer