EX-10.1



 Exhibit 10.1 

Execution Version 
 THIRD
AMENDMENT TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT 

THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 26,
2016, is by and among CROSSAMERICA PARTNERS LP (formerly known as 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 Borrowers 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, that certain Waiver, Second Amendment to Third Amended and Restated Credit Agreement and Joinder dated as of September 30, 2014 and as may be further amended, modified, extended, restated, replaced, or
supplemented from time to time, the “Credit Agreement”); 
 WHEREAS, the Credit Parties have requested that the
Required Lenders amend certain provisions of the Credit Agreement; and 
 WHEREAS, 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 
 AMENDMENT TO
CREDIT AGREEMENT 
 1.1 Amendment to Section 6.14. The reference to
“$250,000” contained in clause (e) of Section 6.14 of the Credit Agreement is hereby amended to read “$500,000”, and the reference to “$500,000” contained in clause (e) of Section 6.14 of the Credit
Agreement is hereby amended to read “$2,000,000”. 







 ARTICLE II 

CONDITIONS TO EFFECTIVENESS 

2.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the
“Third 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 and the Administrative Agent. 
 (b) Default. Both before and after giving
effect to this Amendment, no Default or Event of Default shall exist. 
 (c) Fees and Expenses. The Administrative
Agent shall have received from the Borrowers such 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 for which invoices (including estimated expenses) have been presented to the Borrowers at least two (2) days before the Third
Amendment Effective Date unless otherwise agreed by the Borrowers and the Administrative Agent. 
 (d) 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 III 

MISCELLANEOUS 
 3.1
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. 

  
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 3.2 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 as of the
date hereof (except for those which expressly relate to an earlier date). 
 (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. 
 3.3 Reaffirmation of Credit Party
Obligations. Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full
performance of its respective Credit Party Obligations. 
 3.4 Credit Document. This Amendment shall constitute
a Credit Document under the terms of the Credit Agreement. 
 3.5 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.


  
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 3.6 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. 
 3.7
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.

 3.8 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. 
 3.9 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. 
 3.10 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). 

3.11 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
 3.12 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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 CROSSAMERICA PARTNERS LP 

THIRD AMENDMENT TO THIRD AMENDED AND 

RESTATED CREDIT AGREEMENT 
 IN
WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. 
  

							
	BORROWERS:	 		 	CROSS AMERICA PARTNERS LP,
		 		 	a Delaware limited partnership
			
		 		 	By: CrossAmerica GP LLC, its general partner
				
		 		 	By:	 	 /s/ Evan Smith

		 		 	Name:	 	Evan Smith
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	 LEHIGH GAS WHOLESALE SERVICES, INC.,

a Delaware corporation

				
		 		 	By:	 	 /s/ Evan Smith

		 		 	Name:	 	Evan Smith
		 		 	Title:	 	Vice President and Treasurer









 CROSSAMERICA PARTNERS LP 

THIRD AMENDMENT TO THIRD AMENDED AND 

RESTATED CREDIT AGREEMENT 
  


							
	GUARANTORS:	 		 	LGP OPERATIONS LLC,
		 		 	a Delaware limited liability company
		 		 	LEHIGH GAS WHOLESALE LLC,
		 		 	a Delaware limited liability company
		 		 	EXPRESS LANE, INC.,
		 		 	a Florida corporation
		 		 	LGP REALTY HOLDING GP LLC,
		 		 	a Delaware limited liability company
		 		 	MINNESOTA NICE HOLDINGS INC.,
		 		 	a Delaware corporation
		 		 	ERICKSON OIL PRODUCTS, INC.,
		 		 	a Wisconsin corporation
		 		 	FREEDOM VALU CENTERS, INC.,
		 		 	a Wisconsin corporation
		 		 	 PETROLEUM MARKETERS INCORPORATED,

a Virginia corporation

		 		 	PM TERMINALS, INC.,
		 		 	a Virginia corporation
		 		 	PM PROPERTIES, INC.,
		 		 	a Virginia corporation
		 		 	STOP IN FOOD STORES, INC.,
		 		 	a Virginia corporation
		 		 	CAP OPERATIONS, INC.,
		 		 	a Delaware corporation
		 		 	NTI DROP DOWN ONE, LLC,
		 		 	a Delaware limited liability company
		 		 	NTI DROP DOWN TWO, LLC,
		 		 	a Delaware limited liability company
		 		 	NTI DROP DOWN THREE, LLC,
		 		 	a Delaware limited liability company
		 		 	M & J OPERATIONS, LLC,
		 		 	a Delaware limited liability company
		 		 	CAP WEST VIRGINIA HOLDINGS, LLC,
		 		 	a Delaware limited liability company
				
		 		 	By:	 	 /s/ Evan Smith

		 		 	Name:	 	Evan Smith
		 		 	Title:	 	Vice President and Treasurer









 CROSSAMERICA PARTNERS LP 

THIRD AMENDMENT TO THIRD AMENDED AND 

RESTATED CREDIT AGREEMENT 
  

 
					
	 LGP REALTY HOLDINGS LP,
 a
Delaware limited partnership

		 	By:	 	LGP Realty Holding GP LLC, its general partner
			
		 	By:	 	 /s/ Evan Smith

		 	Name:	 	Evan Smith
		 	Title:	 	Vice President and Treasurer










							
	ADMINISTRATIVE AGENT:	 		 	CITIZENS BANK OF PENNSYLVANIA, as Lender and as Administrative Agent on behalf of the Lenders
				
		 		 	By:	 	 /s/ Dale R. Carr

		 		 	Name:	 	Dale R. Carr
		 		 	Title:	 	Senior Vice President









							
	LENDER:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
				
		 		 	By:	 	 /s/ Mark Holm

		 		 	Name:	 	Mark Holm
		 		 	Title:	 	Managing Director









							
	LENDER:	 		 	 PEOPLE’S UNITED BANK, N.A.,

as a Lender

				
		 		 	By:	 	 /s/ James Riley

		 		 	Name:	 	James Riley
		 		 	Title:	 	Senior Vice President









							
	LENDER:	 		 	 The Bank of Tokyo Mitsubishi UFJ LTD.,

as a Lender

				
		 		 	By:	 	 /s/ Sherwin Brandford

		 		 	Name:	 	Sherwin Brandford
		 		 	Title:	 	Director









							
	LENDER:	 		 	 BARCLAYS BANK PLC,
 as a
Lender

				
		 		 	By:	 	 /s/ May Huang

		 		 	Name:	 	May Huang
		 		 	Title:	 	Assistant Vice President









							
	LENDER:	 		 	 BANK OF AMERICA, N.A,
 as a
Lender

				
		 		 	By:	 	 /s/ Susan S. Jarboe

		 		 	Name:	 	Susan S. Jarboe
		 		 	Title:	 	Senior Vice President









							
	LENDER:	 		 	 CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

				
		 		 	By:	 	 /s/ Jennifer Campbell

		 		 	Name:	 	Jennifer Campbell
		 		 	Title:	 	Senior Vice President









							
	LENDER:	 		 	 FIFTH THIRD BANK, 
 as a
Lender

				
		 		 	By:	 	 /s/ Mike Ross

		 		 	Name:	 	Mike Ross
		 		 	Title:	 	Senior Vice President









							
	 LENDER:
	 		 	 FIRST NIAGARA BANK N.A.,

		 		 	 as a Lender

				
		 		 	By:	 	 /s/ Robert Bauer

		 		 	Name:	 	 Robert Bauer

		 		 	Title:	 	 First Vice President










							
	LENDER:	 		 	JPMORGAN CHASE BANK, N.A.,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Tony Yung

		 		 	Name:	 	Tony Yung
		 		 	Title:	 	Executive Director









							
	LENDER:	 		 	KEYBANK NATIONAL ASSOCIATION,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ George E. McKean

		 		 	Name:	 	George E. McKean
		 		 	Title:	 	Senior Vice President









							
	LENDER:	 		 	ROYAL BANK OF CANADA, as a Lender
				
		 		 	By:	 	 /s/ Nikhil Madhok

		 		 	Name:	 	Nikhil Madhok
		 		 	Title:	 	Authorized Signatory









							
	LENDER:	 		 	RAYMOND JAMES BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Scott G. Axelrod

		 		 	Name:	 	Scott G. Axelrod
		 		 	Title:	 	Senior Vice President