SEC Filing | CrossAmerica Partners

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Form 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): September 30, 2014

CrossAmerica Partners LP

(Exact name of registrant specified in its charter)

Delaware

001-35711

45-4165414

(State or Other Jurisdiction

Of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

645 West Hamilton Street, Suite 500

Allentown, PA 18101

(Address of principal executive offices, zip code)

(610) 625-8000

Registrant’s telephone number, including area code

Lehigh Gas Partners LP

(Former name or former address, if changed since last report.)

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))

Introductory Note

On October 1, 2014, Lehigh Gas Partners LP (the “Partnership”) and CST Brands, Inc. (NYSE: CST) (together with its affiliates, “CST Brands”) announced the consummation of the previously announced sale to CST Brands of the Partnership’s general partner, Lehigh Gas GP LLC (the “General Partner”), from Lehigh Gas Corporation (“LGC”), an entity wholly owned by the 2004 Irrevocable Trust of Joseph V. Topper, Sr. (the “Topper Trust”) for which Joseph V. Topper, Jr. is the trustee, and all of the incentive distribution rights of the Partnership from trusts for which each of Mr. Topper and John B. Reilly, III serves as trustee (the “General Partner Acquisition”). CST Brands is one of the largest independent retailers of motor fuels and convenience merchandise in North America.

As previously disclosed, the consummation of the General Partner Acquisition was subject to the satisfaction or waiver of certain conditions, including, among others, (i) written consent and/or waivers of default from the lenders party to, or an amendment of, the Third Amended and Restated Credit Agreement dated as of March 4, 2014 (as amended), by and among the Partnership and certain of its subsidiaries and the lenders and other parties thereto (the “Credit Agreement”); (ii) each member of the board of directors of the General Partner (other than Mr. Topper and Mr. Reilly, who remain directors) delivering executed resignations; (iii) the amendment and restatement of the Omnibus Agreement dated October 30, 2012, by and among the Partnership, the General Partner, LGC, Lehigh Gas-Ohio, LLC (“LGO”) and Mr. Topper (as amended by that certain Amendment to Omnibus Agreement, dated as of May 1, 2014, the “Original Omnibus Agreement”) pursuant to which CST Brands will provide management services to the Partnership and General Partner; (iv) execution of an employment agreement by and between CST Brands and Mr. Topper pursuant to which Mr. Topper is appointed as the Chief Executive Officer and President of the General Partner for not less than one (1) year; (v) execution of a voting agreement which requires Mr. Topper to cause his affiliates to vote their common and subordinated units of the Partnership in accordance with the recommendation of the board of directors of the General Partner; (vi) Mr. Topper’s appointment to the board of directors of CST Brands; and (vii) other customary closing conditions.

The General Partner manages the operations and activities of the Partnership. The Partnership is managed and operated by the board of directors and executive officers of the General Partner. As a result of the consummation of the General Partner Acquisition, CST Brands controls the General Partner and has the right to appoint all members of the board of directors of the General Partner.

Immediately following the consummation of the General Partner Acquisition, the Partnership changed its name to “CrossAmerica Partners LP” and will be changing its ticker symbol to “CAPL” on or about October 6, 2014. The following events took place in connection with the consummation of the General Partner Acquisition:

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Amendment to Credit Agreement

On September 30, 2014, the Partnership and its subsidiary, Lehigh Gas Wholesale Services, Inc. (“Services” and, together with the Partnership, the “Borrowers”) entered into an amendment (the “Amendment”) to the Credit Agreement. Under the terms of the Amendment, the Borrowers are jointly and severally liable for all obligations under the Credit Agreement.

The following is a summary of the material terms of the Amendment. Capitalized items in the following summary have the meanings given to such terms in the Amendment.

•

Services is now a co-borrower with the Partnership rather than a guarantor;

•

the borrowing availability was increased by $100 million to $550 million;

•

the definition of Permitted Acquisitions in the Credit Agreement has been expanded to include acquisitions of real property and assets from CST Brands;

•

certain terms and definitions, including Change of Control, were updated to reflect the General Partner Acquisition;

•

the Total Leverage Ratio was increased to 5.50:1.00 if the Partnership issues Qualified Senior Notes in the aggregate principal amount of $175,000,000 or greater; and

•

the Senior Leverage Ratio was decreased to 3.00:1.00, on a pro forma basis if the Partnership issues Qualified Senior Notes in the aggregate principal amount of $175,000,000 or greater.

The foregoing description of the Amendment is qualified in its entirety by the full text of the Amendment, 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.

The representations and warranties of the Credit Parties in the Amendment and the Credit Agreement are, in many respects, qualified by materiality and limited to the knowledge of the entity making the representation and warranty, but their accuracy forms the basis of one of the conditions to the obligations of the parties to complete the transaction. Please note, however, that these representations and warranties were made only for purposes of the Amendment and the Credit Agreement and as of specific dates, were solely for the benefit of the parties thereto, and are subject to limitations agreed to between the parties, including that they are qualified by disclosures between the parties that are not included with this report. Accordingly, investors and third parties should not rely on these representations and warranties as independent characterizations of the actual state of facts at the time they were made or otherwise but should consider them together with the other information that the Partnership has disclosed in other filings with the SEC.

Amended and Restated Omnibus Agreement

The Partnership entered into an Amended and Restated Omnibus Agreement, dated as of October 1, 2014, by and among the Partnership, the General Partner, LGC, CST Services LLC, an affiliate of CST Brands (the “Company”), LGO and Mr. Topper (the “Amended Omnibus Agreement”), which amends and restates the Original Omnibus Agreement. The terms of the Amended Omnibus Agreement were approved by the conflicts committee of the board of directors of the General Partner, which is comprised solely of independent directors.

General. Pursuant to the Amended Omnibus Agreement, the Company agrees, among other things, to provide, or cause to be provided, to the Partnership the management services previously provided by LGC on substantially the same terms and conditions as were applicable to LGC under the Original Omnibus Agreement. Pursuant to the terms of a transition services agreement by and between LGC and the Company, LGC will continue to provide the management services it provided under the Original Omnibus Agreement to the Partnership on behalf of the Company until December 31, 2014.

The initial term of the Amended Omnibus Agreement is five years and will automatically renew for additional one year terms unless any party provides written notice to the other parties 180 days prior to the end of the then current term. The Partnership has the right to terminate the agreement at any time upon 180 days’ prior written notice.

Rights of First Refusal. The Amended Omnibus Agreement provides that Mr. Topper, LGC and LGO agree, and are required to cause their controlled affiliates to agree, that for so long as Mr. Topper is an officer or director of the General Partner or CST Brands, if (a) Mr. Topper, LGC, LGO, or any of their controlled affiliates have the opportunity to acquire assets used, or a controlling interest in any business primarily engaged, in the wholesale motor fuel distribution or retail gas station operation businesses, and (b) the assets or businesses proposed to be acquired have a value exceeding $5,000,000 in the aggregate, then Mr. Topper, LGC, LGO, or their controlled affiliates will offer such acquisition opportunity to the Partnership and give the Partnership a reasonable opportunity to acquire, at the same price plus any related transaction costs and expenses, such assets or business, either before or promptly after the consummation of such acquisition by Mr. Topper, LGC, LGO, or their controlled affiliates. The decision to acquire or not acquire any such assets or businesses requires the approval of the conflicts committee of the board of directors of the General Partner. Any assets or businesses that the Partnership does not acquire pursuant to the right of first refusal may be acquired and operated by Mr. Topper, LGC, LGO, or their controlled affiliates.

Rights of First Offer. The Amended Omnibus Agreement provides that Mr. Topper, LGC and LGO agree, and are required to cause their controlled affiliates to agree, for so long as Mr. Topper is an officer or director of the General Partner or CST Brands, to notify the Partnership of their desire to sell any of their assets or businesses if (a) Mr. Topper, LGC, LGO, or any of their controlled affiliates, decides to attempt to sell (other than to another controlled affiliate of Mr. Topper, LGC or LGO) any assets used, or any interest in any business primarily engaged, in the wholesale motor fuel distribution or retail gas station operation businesses, to a third party and (b) the assets or businesses proposed to be sold have a value exceeding $5,000,000 in the aggregate. Prior to selling such assets or businesses to a third party, Mr. Topper, LGC and LGO are required to negotiate with the Partnership exclusively and in good faith for a reasonable period of time in order to give the Partnership an opportunity to enter into definitive documentation for the purchase and sale of such assets or businesses on terms that are mutually acceptable to Mr. Topper, LGC, LGO, or their controlled affiliates, and the Partnership. If the Partnership and Mr. Topper, LGC, LGO, or their controlled affiliates have not entered into a letter of intent or a definitive purchase and sale agreement with respect to such assets or businesses within such period, Mr. Topper, LGC, LGO, and their controlled affiliates, have the right to sell such assets or businesses to a third party following the expiration of such period on any terms that are acceptable to Mr. Topper, LGC, LGO, or their controlled affiliates, and such third party. The decision to acquire or not to acquire assets or businesses pursuant to this right requires the approval of the conflicts committee of the board of directors of the General Partner.

The foregoing description of the Amended Omnibus Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Omnibus Agreement which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

Amendment to Wholesale Fuel Supply Agreement with LGO

A subsidiary of the Partnership entered an Amendment to the PMPA Franchise Agreement, effective as of October 1, 2014, by and between Lehigh Gas Wholesale LLC, a subsidiary of the Partnership, and LGO (the “Wholesale Fuel Supply Agreement Amendment”) pursuant to which the pricing terms were amended. Prior to the Wholesale Fuel Supply Agreement Amendment, the agreement provided that the Partnership charge LGO dealer tank wagon pricing, which provided for a variable cent-per-gallon margin for each grade of product in effect at the time title to the product passed to LGO. However, since July 1, 2014, the amount charged to LGO had effectively been the equivalent of a fixed cent-per-gallon margin (“rack plus pricing”). The Wholesale Fuel Supply Agreement Amendment formally amends the pricing terms of the agreement to provide expressly for rack plus pricing and was approved by the conflicts committee of the board of directors of the General Partner.

The foregoing description of the Wholesale Fuel Supply Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Wholesale Fuel Supply Agreement Amendment which is filed as Exhibit 10.3 hereto and incorporated by reference herein.

Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information included under Item 1.01 “Amendment to Credit Agreement” is hereby incorporated into this Item 2.03 by reference.

Item 5.01 CHANGES IN CONTROL OF REGISTRANT

As previously discussed, on October 1, 2014, CST Brands acquired 100% of the membership interests of the General Partner from LGC, an entity wholly owned by the Topper Trust for which Mr. Topper is the trustee, and all of the incentive distribution rights of the Partnership from trusts for which each of Mr. Topper and Mr. Reilly serves as trustee. The consideration for 100% of the membership interests of the General Partner consisted of $0.5 million cash consideration paid by CST Brands from cash on hand.

In connection with the General Partner Acquisition, Mr. Topper entered into a Voting Agreement dated as of October 1, 2014 by and among Mr. Topper, the Topper Trust, LGC, an entity wholly owned by the Topper Trust for which Mr. Topper is the trustee (collectively, the “Topper Sellers”) and CST Brands (the “Voting Agreement”) pursuant to which each of the Topper Sellers agrees that at any meeting of the holders of shares of CST Brands common stock or common units or subordinated units of the Partnership it will vote or cause to be voted such Topper Seller’s shares or units, respectively, in accordance with the recommendation of the board of directors of CST Brands or the board of

directors of the General Partner, respectively. The Voting Agreement will remain in effect with respect to any Topper Seller for so long as any such Topper Seller is (a) a director or officer of CST Brands or affiliate thereof, including the Partnership, (b) the beneficial owner of more than 3% of the outstanding common stock of CST Brands or (c) the beneficial owner of 10% or more of the outstanding common units or subordinated units of the Partnership.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement which is filed as Exhibit 10.4 hereto and incorporated by reference herein.

To the extent required, the information contained in Items 1.01 and 5.02 in this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Board of Directors

On and effective as of October 1, 2014, Melinda B. German, Warren S. Kimber, Jr., John F. Malloy, Maura E. Topper and Robert L. Wiss, each a member of the board of directors of the General Partner, resigned in his or her capacity as such. These resignations were not a result of any disagreements between the General Partner and the directors on any matter relating to the General Partner’s operations, policies or practices.

Mr. Topper and Mr. Reilly remain members of the board of directors of the General Partner. CST Brands has agreed to cause the appointment of Mr. Topper as a director of the General Partner for a period of at least five years commencing on October 1, 2014 or until a change in control of CST Brands including circumstances in which CST Brands no longer controls the General Partner. Further, Mr. Topper may be removed from the board of directors of the General Partner in certain circumstances where cause exists.

On and effective as of October 1, 2014, CST Brands as the owner of the General Partner appointed each of the following as members to the board of directors of the General Partner: Kimberly S. Lubel, Chief Executive Officer, President and Chairman of the board of directors of CST Brands, Clayton E. Killinger, Senior Vice President and Chief Financial Officer of CST Brands, and Stephan F. Motz, Senior Vice President and Chief Development Officer of CST Brands, as directors of the board of directors of the General Partner, and Gene Edwards and Justin A. Gannon as independent directors of the board of directors of the General Partner. For biographical information for each of the foregoing directors, please read the Current Report on Form 8-K filed by the Partnership on September 12, 2014, which biographical information is incorporated by reference herein. In addition, Mr. Gannon has been appointed to the board of California Resources Corporation effective upon its spin-off from Occidental Petroleum Corporation.

There is no arrangement or understanding between any of these newly elected directors, and any other person pursuant to which such directors were elected. There are no relationships of the newly elected directors that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Ms. Lubel replaced Mr. Topper as Chairman of the board of directors of the General Partner. Each of Messrs. Reilly, Edwards and Gannon are serving as independent members of the board of directors of the General Partner and have been named to the audit and conflicts committees of the board of directors of the General Partner. Mr. Gannon will serve as Chairman of the audit committee and Mr. Edwards will serve as Chairman of the conflicts committee.

Director Compensation

Each independent director will receive cash compensation of $60,000 per year, and the chairman of each of the audit committee and conflicts committee will receive an additional $10,000 per year. Additional compensation arrangements of the independent directors of the General Partner have not yet been determined. Directors affiliated with either the Partnership or CST Brands will not receive any compensation for their service on the board of directors of the General Partner.

Officers

Mr. Topper and the Company entered into an employment agreement dated as of October 1, 2014 (the “Topper Employment Agreement”) pursuant to which Mr. Topper was appointed as the Chief Executive Officer and President of the General Partner. The Topper Employment Agreement has a term of one year and will automatically renew for an additional one year term unless the parties agree otherwise or either party gives 60-day written notice prior to the end of the initial term. Mr. Topper’s base salary is $525,000 per year. He is eligible to receive a short-term incentive award equal to 75% of his base salary and an equity award equal to 200% of his base salary. Mr. Topper is entitled to participate in all employee benefit plans and programs generally available to similarly situated executives of the Company. The Company may terminate Mr. Topper’s employment at any time for any reason.

Per the terms of the Topper Employment Agreement, Mr. Topper agrees that, during his employment and for a period equal to the greater of (i) the balance of his employment term and (ii) one year following termination for cause or his resignation without good reason (the “Restricted Period”), (x) he will not solicit or in any way be involved with any prior, current or prospective customer, client, consultant, broker or business partner of, or any person who had dealings with, the Company or the Partnership and (y) he will not solicit for employment any person who is or was within the preceding six months an employee or consultant of the Company or the Partnership. Per the terms of the Topper Employment Agreement, during the Restricted Period, Mr. Topper also agrees that he will not associate in any way with any business that at any time during the Restricted Period is engaged in the business of the Company or the Partnership other than those activities and businesses that Mr. Topper controls as of October 1, 2014.

The foregoing description of the Topper Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Topper Employment Agreement which is filed as Exhibit 10.5 hereto and incorporated by reference herein.

Because effective as of October 1, 2014, Mr. Topper is an employee of CST Brands and no longer an employee of LGC, the compensation committee of the board of directors and the board of directors of the General Partner authorized a grant of 5,670 profits interests pursuant to the Lehigh Gas Partners LP 2012 Incentive Award Plan to Mr. Topper, based on compensation earned by Mr. Topper for services rendered from January 1, 2014 through September 30, 2014. The profits interests are to vest on November 10, 2014, entitle the recipient to receive cash distributions proportionate to those received by common unitholders of the Partnership and represent Class B Units in LGP Operations LLC, a wholly owned subsidiary of the Partnership.

As of October 1, 2014, Frank M. Macerato, the former General Counsel, Secretary and Chief Compliance Officer of the General Partner and a named executive officer of the General Partner, is no longer an officer of the General Partner. There were no disagreements between the General Partner and Mr. Macerato on any matter relating to the General Partner’s operations, policies or practices.

Also effective October 1, 2014, David F. Hrinak was appointed Executive Vice President and Chief Operating Officer of the General Partner. Mr. Hrinak previously served as President of the General Partner.

Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

In connection with the consummation of the General Partner Acquisition, the board of directors of the General Partner approved an amendment to the partnership agreement of the Partnership (the “Partnership Amendment”) which was effective as of October 1, 2014 and the Certificate of Limited Partnership of the Partnership (the “Charter Amendment”) which was filed with the State of Delaware on October 1, 2014 and effective as of October 1, 2014. The Partnership Amendment changed the name of the Partnership from Lehigh Gas Partners LP to CrossAmerica Partners LP. The Charter Amendment (i) reflected the change in the name of the Partnership from Lehigh Gas Partners LP to CrossAmerica Partners LP and (ii) changed the name of the general partner of the Partnership from Lehigh Gas GP LLC to CrossAmerica GP LLC.

The foregoing descriptions of the Charter Amendment and the Partnership Amendment do not purport to be complete and are qualified in their entirety by reference into the full text of the Charter Amendment and the Partnership Amendment, which are filed as Exhibit 3.1 and 3.2, respectively, and incorporated by reference herein.

Item 7.01 REGULATION FD

On October 1, 2014, the Partnership and CST Brands issued a press release announcing the consummation of the General Partner Acquisition. The press release, attached hereto as Exhibit 99.1 and incorporated by reference herein, is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.

Item 8.01. OTHER EVENTS

Also as previously disclosed, contemporaneously with the consummation of the General Partner Acquisition, the Partnership, LGC and LGO consummated a series of transactions pursuant to which LGC acquired, for an aggregate purchase price of $5.7 million and an earn-out in the amount of $0.8 million if LGC renews a certain customer contract, the wholesale fuel supply rights for 78 locations in Pennsylvania and New York previously supplied by the Partnership and the fuel supply rights of the Partnership to such sites was terminated. In addition, subleases for 12 of the sites, previously leased to the Partnership, were assigned to LGC or its affiliates. The terms of the transaction described in this Item 8.01 were approved by the conflicts committee of the board of directors of the General Partner, which is comprised solely of independent directors.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits have been filed or furnished with this report:


Exhibit Number		Description

3.1		Certificate of Amendment to Certificate of Limited Partnership of Lehigh Gas Partners LP

3.2		Amendment to First Amended and Restated Limited Partnership Agreement of Lehigh Gas Partners LP

10.1		Waiver, Second Amendment to the Third Amended and Restated Credit Agreement and Joinder dated as of September 30, 2014, by and among Lehigh Gas Partners LP and Lehigh Gas Wholesale Services, Inc., together as the Borrowers, the Guarantors party thereto, the Lenders party thereto and Citizens Bank of Pennsylvania, as Administrative Agent on behalf of the Lenders

10.2		Amended and Restated Omnibus Agreement dated as of October 1, 2014, by and among Lehigh Gas Partners LP, Lehigh Gas GP LLC, Lehigh Gas Corporation, CST Services, LLC and Lehigh Gas-Ohio, LLC

10.3		Amendment to PMPA Franchise Agreement dated as of October 1, 2014, by and between Lehigh Gas Wholesale LLC and Lehigh Gas-Ohio, LLC

10.4		Voting Agreement dated as of October 1, 2014, by and among CST Brands, Inc. and each of the persons listed on the signature page thereto (including Joseph V. Topper, Jr. and Lehigh Gas Corporation)

10.5		Employment Agreement dated as of October 1, 2014, by and between CST Services LLC and Joseph V. Topper, Jr.

99.1		Press Release dated October 1, 2014, regarding consummation of the General Partner Acquisition

SIGNATURES

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 thereunto duly authorized.


	CrossAmerica Partners LP
	By:	CrossAmerica GP LLC
		its general partner

Dated: October 3, 2014	By:	/s/ Gérard J. Sonnier
		Name:	Gérard J. Sonnier
		Title:	Corporate Secretary

EXHIBIT INDEX


Exhibit Number		Description

3.1		Certificate of Amendment to Certificate of Limited Partnership of Lehigh Gas Partners LP

3.2		Amendment to First Amended and Restated Limited Partnership Agreement of Lehigh Gas Partners LP

10.1		Waiver, Second Amendment to the Third Amended and Restated Credit Agreement and Joinder dated as of September 30, 2014, by and among Lehigh Gas Partners LP and Lehigh Gas Wholesale Services, Inc., together as the Borrowers, the Guarantors party thereto, the Lenders party thereto and Citizens Bank of Pennsylvania, as Administrative Agent on behalf of the Lenders

10.2		Amended and Restated Omnibus Agreement dated as of October 1, 2014, by and among Lehigh Gas Partners LP, Lehigh Gas GP LLC, Lehigh Gas Corporation, CST Services, LLC and Lehigh Gas-Ohio, LLC

10.3		Amendment to PMPA Franchise Agreement dated as of October 1, 2014, by and between Lehigh Gas Wholesale LLC and Lehigh Gas-Ohio, LLC

10.4		Voting Agreement dated as of October 1, 2014, by and among CST Brands, Inc. and each of the persons listed on the signature page thereto (including Joseph V. Topper, Jr. and Lehigh Gas Corporation)

10.5		Employment Agreement dated as of October 1, 2014, by and between CST Services LLC and Joseph V. Topper, Jr.

99.1		Press Release dated October 1, 2014, regarding consummation of the General Partner Acquisition

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF LIMITED PARTNERSHIP

LEHIGH GAS PARTNERS LP

Pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, the undersigned general partner of Lehigh Gas Partners LP (the “Partnership”) desires to amend the certificate of limited partnership the Partnership filed with the Secretary of State of Delaware on December 2, 2011, and for that purpose submits the following certificate of amendment:

The name of the limited partnership is Lehigh Gas Partners LP.

2. The certificate of limited partnership is hereby amending and restating Articles 1 and 3 thereof:

Article I

The name of the limited partnership formed hereby is CrossAmerica Partners LP.

Article III

The name and mailing address of the general partner of the Partnership is:


Name		Mailing Address

CrossAmerica GP LLC		645 W. Hamilton St., Suite 500
		Allentown, PA 18101

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, being the sole general partner of the Partnership, has duly exercised this Certificate of Amendment on this 1st day of October, 2014.

CrossAmerica GP LLC,

the General Partner of Lehigh Gas Partners LP

/s/ Gérard J. Sonnier

Gérard J. Sonnier

Corporate Secretary

EX-3.2

Exhibit 3.2

FIRST AMENDMENT TO

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

LEHIGH GAS PARTNERS LP

FIRST AMENDMENT TO

FIRST AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF LEHIGH GAS PARTNERS LP

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.

RECITALS:

WHEREAS, on October 1, 2014, CST Brands, Inc. purchased from Lehigh Gas Corporation 100% of the membership interests in the General Partner.

WHEREAS, contemporaneously with this Amendment CST GP, LLC, the sole member of the General Partner executed an amendment to the Limited Liability Company Agreement of the General Partner to effect a name change of the General Partner to “CrossAmerica GP LLC”.

WHEREAS, the General Partner desires to amend the First A&R Partnership Agreement to effect a name change (the “Name Change”) of the Partnership to “CrossAmerica Partners LP”.

WHEREAS, the General Partner has determined that the Amendment to effect the Name Change is desirable and in the best interests of the Partnership.

WHEREAS, pursuant to Section 2.2 of the First A&R Partnership Agreement, the General Partner may effect a name change of the Partnership at any time and from time to time.

WHEREAS, pursuant to Section 13.1 of the First A&R Partnership Agreement, the General Partner, without the approval of any other Partner, may amend the provisions of the First A&R Partnership Agreement to reflect a name change of the Partnership.

AGREEMENT:

NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Section 1. Amendment to Section 1.1. Section 1.1 is amended to restate the following definitions in their entirety:

“ “General Partner” means CrossAmerica GP LLC, a Delaware limited liability company, (formerly known as Lehigh Gas GP LLC) and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in their capacities as general partner of the Partnership (except as the context otherwise requires).

“Partnership” means CrossAmerica Partners LP, a Delaware limited partnership.

Section 2. Amendment to Section 2.2. Section 2.2 is amended and restated in its entirety to read as follows:

“Name. The name of the Partnership shall be “CrossAmerica Partners LP.” The Partnership’s business may be conducted under any other name or names as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.”

Section 3. Miscellaneous. The provisions of the First A&R Partnership Agreement shall remain in full force and effect except as expressly amended and modified as set forth in this Amendment. This Amendment and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of Delaware without regard to any choice of law principles. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute but one and the same document.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.


GENERAL PARTNER:

CROSSAMERICA GP LLC

By:	/s/ Gérard J. Sonnier
	Name:	Gérard J. Sonnier
	Title:	Corporate Secretary

SIGNATURE PAGE TO

AMENDMENT TO FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

EX-10.1

Exhibit 10.1

Execution Version

WAIVER, SECOND AMENDMENT TO THIRD AMENDED AND

RESTATED CREDIT AGREEMENT AND JOINDER

THIS WAIVER, SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER (this “Amendment”), dated as of September 30, 2014, is by and among LEHIGH GAS 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 Material Domestic Subsidiaries of the Partnership party hereto (collectively, the “Guarantors”), the Lenders (as defined below) party hereto and CITIZENS BANK OF PENNSYLVANIA, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrowers, the Guarantors, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of March 4, 2014 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of July 2, 2014 and as further amended , modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers have notified the Administrative Agent that they are requesting an increase to the Revolving Committed Amount (the “Revolver Increase”) in an aggregate principal amount of $100,000,000;

WHEREAS, the Credit Parties have informed the Administrative Agent that the Partnership will change its registered legal name to CrossAmerica Partners LP on or after October 1, 2014 (the “Name Change”);

WHEREAS, pursuant to Section 6.8 of the Credit Agreement, the Credit Parties are required to provide thirty (30) days prior written notice of the Name Change to the Administrative Agent (the “Notice Requirement”);

WHEREAS, the Credit Parties have requested that the Administrative Agent waive the Notice Requirement with respect to the Name Change;

WHEREAS, the Credit Parties have requested that the Required Lenders amend certain provisions of the Credit Agreement; and

WHEREAS, (i) such Lenders are willing to provide the Revolver Increase, (ii) the Administrative Agent is willing to waive the Notice Requirement and (iii) the Required Lenders are willing to make such amendments to the Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

WAIVER

1.1 Waiver. Notwithstanding the provisions of the Credit Agreement to the contrary, the Administrative Agent hereby irrevocably waives, on a one time basis and solely with respect to the Name Change, the Notice Requirement.

1.2 Effectiveness of Waiver. This Waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of any breach, Default or Event of Default other than as specifically consented to herein nor as a consent to any breach, Default or Event of Default of which the Lenders have not been informed by the Credit Parties, (b) affect the right of the Lenders to demand compliance by the Credit Parties with all terms and conditions of the Credit Parties, except as specifically consented to herein, (c) be deemed a consent to any transaction or future action on the part of the Credit Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Documents, except as specifically set forth herein or (d) except as set forth herein, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Credit Document, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

ARTICLE II

AMENDMENT TO CREDIT AGREEMENT

2.1 Amendments to Credit Agreement. From and after the Amendment Effective Date (as hereinafter defined), the Credit Agreement is amended pursuant to this Amendment and amendments to the Credit Agreement prior to the date hereof to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex A to this Amendment.

2.2 Amendments to Schedules and Exhibits. From and after the Amendment Effective Date, those certain Schedules and Exhibits attached as Annex B to this Amendment shall replace the corresponding Schedules and Exhibits to the Credit Agreement to reflect amendments pursuant to this Amendment and amendments to the Credit Agreement prior to the date hereof. All other Schedules and Exhibits to the Credit Agreement shall not be modified or otherwise affected.

2.3 Credit Agreement Governs. Except as set forth in this Amendment and in the form of the Credit Agreement attached hereto as Annex A to this Amendment, the Revolving Facility Increase shall be of the same Class as the Revolving Loans, shall have identical terms as the Revolving Loans and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Credit Parties or any provisions regarding the rights of the Lenders, of the Credit Agreement and the other Credit Documents.

2.4 Incremental Facility. For the avoidance of doubt, the Revolver Increase contemplated by this Amendment shall not reduce the incremental facility permitted by Section 2.22 of the Credit Agreement.

ARTICLE III

JOINDER

Services is currently a “Guarantor” under the Credit Agreement. The Partnership elects to join Services as a Borrower under the Credit Agreement.

Accordingly, Services and the Partnership hereby agree as follows with the Administrative Agent, for the benefit of the Lenders:

Services hereby acknowledges, agrees and confirms that, by its execution of this Amendment, Services will be deemed to be a “Borrower” under the Credit Agreement and shall have all of the obligations of a Borrower thereunder as if it had executed the Credit Agreement in such capacity. Services hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Credit Parties contained in the applicable Credit Documents, including, without limitation (a) all of the representations and warranties set forth in Article III of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement.

The Partnership confirms that the Credit Agreement is, and upon Services becoming a Borrower thereunder, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon Services becoming a Borrower, Services shall cease to be a “Guarantor” under the Credit Agreement and shall instead be a Borrower thereunder.

ARTICLE IV

CONDITIONS TO EFFECTIVENESS

4.1 Closing Conditions. This Amendment shall become effective on the date hereof (the “Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a) Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties, the Required Lenders, the Lenders providing the Revolver Increase and the Administrative Agent.

(b) Revolver Increase. The Administrative Agent shall have received an officer’s certificate signed by an authorized officer of the Partnership attaching updated financial projections demonstrating that, after giving effect to the Revolver Increase on the Amendment Effective Date and any borrowings thereunder on the Amendment Effective Date for such Revolver Increase on a Pro Forma Basis, the Borrowers will be in compliance with the financial covenants set forth in Section 5.9 of the Credit Agreement.

(c) Organizational Documents. The Administrative Agent shall have received the following, each in form and substance reasonably satisfactory to the Administrative Agent, an officer’s certificate (A) certifying that the articles of incorporation or other organizational documents, as applicable, of each Credit Party (other than Services) that were delivered on the Closing Date or the date on which any Credit Party was joined as a Guarantor pursuant to a Joinder Agreement (the “Joinder Date”) remain true and complete as of the Amendment Effective Date (or certified updates as applicable), (B) attaching a copy of the certified articles of incorporation of Services certified (x) by an officer of Services as of the Amendment Effective Date to be true and correct and in force and effect as of such date, and (y) to be true and complete as of a recent date by the Secretary of State of the State of Delaware, (C) certifying that the bylaws, operating agreements or partnership agreements of each Credit Party (other than Services) that were delivered on the Closing Date or Joinder Date remain true and correct and in force and effect as of the Amendment Effective Date (or certified updates as applicable), (D) attaching a copy of the bylaws of Services certified by an officer of Services as of the Amendment Effective Date to be true and correct and in force and effect as of the Amendment Effective Date, (E) certifying that the resolutions of the board of directors of each Credit Party (other than Services) that were delivered on the Closing Date or Joinder Date remain true and correct and in force and effect as of the Amendment Effective Date, (F) attaching a copy of the resolutions of the board of directors of Services approving and adopting the Credit Documents, as amended by this Amendment, the Transactions and authorizing execution and delivery thereof, certified by an officer of Services as of the Amendment Effective Date to be true and correct and in force and effect as of such date, (G) attaching certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and (H) certifying that each officer listed in the incumbency certification contained in each Credit Party’s Secretary’s Certificate, delivered on the Closing Date or Joinder Date remains a duly elected and qualified officer of such Credit Party and such officer remains duly authorized to execute and deliver on behalf of such Credit Party the Amendment or attaching a new incumbency certificate for each officer signing this Amendment.

(d) Legal Opinion. The Administrative Agent shall have received an opinion or opinions of counsel for the Credit Parties, dated the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, which shall be in form and substance satisfactory to the Administrative Agent.

(e) Solvency Certificate. The Administrative Agent shall have received an officer’s certificate prepared by the chief financial officer or other Authorized Officer approved by the Administrative Agent of the Partnership as to the financial condition, solvency and related matters of the Credit Parties and their Subsidiaries, after giving effect to the Amendment and the initial borrowings on the Amendment Effective Date, if any, pursuant to the Revolver Increase.

(f) Default. Both before and after giving effect to this Amendment, no Default or Event of Default shall exist.

(g) Fees and Expenses. The Administrative Agent shall have received from the Borrowers all fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby and King & Spalding LLP shall have received from the Borrowers payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment.

(h) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

ARTICLE V

MISCELLANEOUS

5.1 Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. This Amendment shall not (a) be construed as a waiver of any breach, Default or Event of Default, (b) affect the right of the Lenders to demand compliance by the Credit Parties with all terms and conditions of the Credit Documents, except as specifically modified by this Amendment, (c) be deemed a waiver of any transaction or future action on the part of the Credit Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Documents, or (d) be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Credit Document, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

5.2 Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof, except to the extent that any such representation and warranty specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

(e) Both before and after giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

(f) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.

(g) The Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

5.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Credit Agreement, as amended by this Amendment, and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement, as amended by this Amendment, applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

5.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.

5.5 Expenses. The Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

5.6 Further Assurances. The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

5.7 Entirety. This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

5.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

5.9 No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

5.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

5.11 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5.12 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

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LEHIGH GAS PARTNERS LP