EX-10.1






Exhibit 10.1




FIRST AMENDMENT TO THIRD AMENDED AND

RESTATED CREDIT AGREEMENT




THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), dated as of July 2, 2014, is by and among LEHIGH GAS PARTNERS LP, a Delaware
limited partnership (the “Borrower”), the Material Domestic Subsidiaries of the Borrower
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 Borrower, 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, 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




AMENDMENTS TO CREDIT AGREEMENT




1.1 New Definitions. The following definition is hereby added to Section 1.1 of the
Credit Agreement in the appropriate alphabetical order:



“First Amendment Effective Date” shall mean July 2, 2014.



1.2 Amendment to Section 5.9(a). Section 5.9(a) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




(a) Total Leverage Ratio. The Total Leverage Ratio, calculated as of the last day
of each fiscal quarter or as of any other date on a Pro Forma Basis, shall be less than or
equal to the following:



 Period
Ratio



Closing Date through and including March 31, 2014
4.50 to 1.00


April 1, 2014 through and including September 30, 2014
5.50 to 1.00


October 1, 2014 through and including December 31, 2014 5.00
to 1.00


January 1, 2015 and thereafter
4.50 to 1.00

 



Notwithstanding the foregoing to the contrary, (i) if an offering of Equity Interests in
the Borrower (other than Equity Interests issued or granted to employees of the Borrower or any
of its Affiliates) occurs after the First Amendment Effective Date but prior to December 31,
2014, the Total Leverage Ratio shall not exceed 4.50 to 1.00 for the fiscal quarter ending
December 31, 2014 and (ii) the Total Leverage Ratio shall not exceed 5.00:1.00 from and after
(x) the last day of the fiscal quarter in which a Material Acquisition occurs to and including
the last day of the second full fiscal quarter following the fiscal quarter in which such
Material Acquisition occurred and (y) the date on which the Borrower or any Credit Party issues
Qualified Senior Notes in an aggregate principal amount (when combined with all other Qualified
Senior Notes previously or concurrently issued) that equals or exceeds $175,000,000 in the
aggregate.



1.3 Amendment to Section 5.16(e). Section 5.16(e) of the Credit Agreement is hereby
amended by adding the following new clause (vi) to the end of such subsection as follows:




(vi) Within forty-five (45) days after the First Amendment Effective Date or such longer
period of time as agreed to in writing by the Administrative Agent in its sole discretion), the
Administrative Agent shall have received owner’s title policies with respect to each of the
properties set forth on Schedule 5.16(e), in each case, in form and substance satisfactory to
the Administrative Agent.



1.4 Amendment to Schedules. A new Schedule 5.16(e) is hereby added to the Credit
Agreement in the form attached hereto as Exhibit A:



ARTICLE II

CONDITIONS TO EFFECTIVENESS




2.1 Closing Conditions. This Amendment shall become effective (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 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.




(i) The Administrative Agent shall have received from the Borrower, for the account
of each Lender that executes this Amendment on or before Amendment Effective Date (each
such Lender, a “Consenting Lender”, and collectively, the “Consenting
Lenders”), an amendment fee in an amount equal to 7.5 basis points on the aggregate
Revolving Commitments of such Consenting Lender (prior to giving effect to this
Amendment).




(ii) The Administrative Agent shall have received from the Borrower such other 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 Borrower payment
of all outstanding fees and expenses previously incurred and all fees and expenses
incurred in connection with this Amendment.




(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.



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 Borrower agrees 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.



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.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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



BORROWER:



LEHIGH GAS PARTNERS LP, a Delaware limited partnership



By: Lehigh Gas GP LLC, its general partner



By: /s/ David F. Hrinak

Name: David F. Hrinak

Title: President




GUARANTORS:



LGP OPERATIONS LLC, a Delaware limited liability company



By: /s/ David F. Hrinak

Name: David F. Hrinak

Title: Vice President







LEHIGH GAS WHOLESALE LLC,

a Delaware limited liability company



By: /s/ David F. Hrinak

Name: David F. Hrinak

Title: Vice President







LEHIGH GAS WHOLESALE SERVICES,

INC., a Delaware corporation



By: /s/ David F. Hrinak

Name: David F. Hrinak

Title: Vice President







LGP REALTY HOLDINGS LP,

a Delaware limited partnership



By: LGP Realty Holding GP LLC, its general partner



By: /s/ David F. Hrinak

Name: David F. Hrinak

Title: Vice President




EXPRESS LANE, INC., a Florida corporation



By: /s/ David F. Hrinak

Name: David F. Hrinak

Title: Vice President









LGP REALTY HOLDING GP LLC,

a Delaware limited liability company



By: /s/ David F. Hrinak

Name: David F. Hrinak

Title: Vice President




	 
	 

	ADMINISTRATIVE AGENT:

	    

	CITIZENS BANK OF PENNSYLVANIA, as Lender

	and as Administrative Agent on behalf of the Lenders







By:/s/ Michael Puleo

Name: Michael Puleo

Title: Assistant Vice President




1



	 
	 

	LENDER:

	    

	KEYBANK NATIONAL ASSOCIATION,

	as a Lender







By:/s/ John K. Dravenstott

Name: John K. Dravenstott

Title: Vice President




2



	 
	 

	LENDER:

	    

	WELLS FARGO BANK, NATIONAL ASSOCIATION,

	as a Lender







By:/s/ Stephen Leon

Name: Stephen Leon

Title: Managing Director




3



	 
	 

	LENDER:

	    

	BANK OF AMERICA, N.A.,

	as a Lender







By:/s/ Andrew Richards

Name: Andrew Richards

Title: SVP




4



	 
	 

	LENDER:

	    

	MANUFACTURERS AND TRADERS TRUST COMPANY,

	as a Lender







By:/s/ John A. Kintzer

Name: John A. Kintzer

Title: VP




5



	 
	 

	LENDER:

	    

	ROYAL BANK OF CANADA,

	as a Lender







By:/s/ Kristan Spivey

Name: Kristan Spivey

Title: Authorized Signatory




6



	 
	 

	LENDER:

	    

	SANTANDER BANK, N.A.,

	as a Lender







By:/s/ Francis D. Phillips

Name: Francis D. Phillips

Title: Senior Vice President




7



	 
	 

	LENDER:

	    

	PEOPLE’S UNITED BANK,

	as a Lender







By:/s/ David Denlinger  

Name: David Denlinger

Title: Senior Vice President




8



	 
	 

	LENDER:

	    

	RAYMOND JAMES BANK, N.A.,

	as a Lender







By:/s/ Scott G. Axelrod

Name: Scott G. Axelrod

Title: Vice President




9



	 
	 

	LENDER:

	    

	BARCLAYS BANK PLC,

	as a Lender







By:/s/ May Huang

Name: May Huang

Title: Assistant Vice President




10



	 
	 

	LENDER:

	    

	CAPITAL ONE, NATIONAL ASSOCIATION,

	as a Lender







By: /s/ Nancy McIver

Name: Nancy McIver

Title: Senior Vice President




11



	 
	 

	LENDER:

	    

	FIRST NIAGARA BANK N.A.,

	as a Lender







By: /s/ Kenneth E. Remick

Name: Kenneth E. Remick

Title: VP, Corporate Banking




12



	 
	 

	LENDER:

	    

	CADENCE BANK, N.A.,

	as a Lender







By:/s/ Mike Ross

Name: Mike Ross

Title: Executive Vice President




13



	 
	 

	LENDER:

	    

	LAFAYETTE AMBASSADOR BANK,

	as a Lender







By:/s/ Lauren Tarola

Name: Lauren Tarola

Title: Vice President




14



	 
	 

	LENDER:

	    

	FIRST TENNESSEE BANK, N.A.,

	as a Lender







By: /s/ Keith A. Sherman

Name: Keith A. Sherman

Title: Senior Vice President





15