EX-10.1






Exhibit 10.1




MASTER LEASE AGREEMENT




THIS MASTER LEASE AGREEMENT (this “Lease”), is made as of the 28th day of May, 2014, with an
effective date of June 1, 2014 (the “Master Lease Effective Date”), by and between the Landlord(s),
as identified on Schedule 1, attached to this Lease, having their principal office at 645 W.
Hamilton Street, Suite 500, Allentown, PA 18101 (“Landlord”) and LEHIGH GAS – OHIO, LLC, a Delaware
limited liability company, having its principal office at 645 W. Hamilton Street, Suite 500,
Allentown, PA 18101 (“Tenant”).



STATEMENT OF INTENT




The intent of this Lease is to serve as a Master Lease and be applicable to each of the Leased
Premises (as defined below) as if each Leased Premises was the only Premises to which this Lease
applies. This Lease is not intended to be a unitary, indivisible, or non-severable lease but is
intended constitute separate leases contained in one document, each governed by similar terms. To
accomplish the creation of a severable lease for multiple locations, the parties intend that, from
an economic point of view, the Leased Premises leased pursuant to this Lease are individual
economic units and that the Rent (as hereinafter defined) and all other provisions of this Lease
have been negotiated and agreed to based on a demise of each of the Leased Premises covered by this
Lease as individual, single, severable transactions. Except as expressly provided in this Lease
for specific isolated purposes (and in such cases only to the extent expressly so stated), all
provisions of this Lease, including definitions, rental provisions, use provisions, , breach,
default, enforcement and termination provisions and assignment and subletting provisions, shall
apply uniformly to each Leased Premises as individual units. A default of any of the terms or
conditions of this Lease occurring with respect to any one Site shall not be a default under this
Lease with respect to any other Leased Premises not otherwise in default.



Schedule 1 to this Lease shall reflect all of the Leased Premises under this Lease, as well as
the respective Landlord for each Leased Premises. It is the intent of Landlord and Tenant, from
time to time and in accordance with the terms of the Lease, to modify Schedule 1 by replacing it
with an updated Schedule 1 (“Updated Schedule 1”). An Updated Schedule 1 shall become the
applicable Schedule 1, on the date identified therein, once initialed by both parties and the prior
Schedule 1 (or Updated Schedule 1) will be replaced by the Updated Schedule 1 with the most current
date. As noted in the preceding paragraph, this Lease is intended to be a severable lease for
multiple locations. Thus, this Lease shall apply to each of the Leased Premises identified on
Schedule 1, as may be updated, as if each Leased Premises were the only Leased Premises under this
Lease.



RECITAL





	 	A.	 	Tenant and an affiliate of the Landlord(s), Lehigh Gas Wholesale LLC, have
entered into a PMPA Franchise Agreement dated October 30, 2012 applicable to each of
the Leased Premises (as amended from time to time, the “Supply Agreement”).






	 	B.	 	Landlord and Tenant, prior to the execution of this Lease, were parties to
individual leases for each Leased Premises listed on Schedule 1. Landlord and Tenant
mutually desire to amend their relationship through the execution of this Lease and,
therefore, acknowledge and agree that this Lease is intended to replace all of the
prior individual leases, in their entirety.






	 	C.	 	Landlord and Tenant now desire to enter into this Lease for the Leased Premises
(as defined below).





NOW THEREFORE, in consideration of the rents and provisions herein stipulated to be paid and
performed, Landlord and Tenant, intending to be legally bound, hereby covenant and agree as of the
Effective Date as follows:



1. Demise of Premises. Landlord hereby demises and lets to Tenant and Tenant hereby
takes and leases from Landlord for the term and upon the provisions hereinafter specified, the
following described property (the “Leased Premises”): (i) the lot or parcel of land owned in fee
by Landlord or leased by Landlord and listed on the attached Schedule 1 (the “Location”),
together with the easements, rights and appurtenances thereunto belonging or appertaining
(collectively, the “Land”); (ii) the buildings, structures and other improvements on the Land
(collectively, the “Improvements”); and (iii) the underground storage tank(s) and any appurtenances
connected thereto including but not limited to lines and dispensing equipment (but excluding
nozzles and hoses) located at the Location and all machinery and equipment which is attached to the
Improvements in such a manner as to become fixtures under applicable law, together with all
additions and accessions thereto, substitutions therefor and replacements thereof permitted by this
Lease (collectively, the “Equipment”), excepting therefrom only the Trade Fixtures (as defined
below).



2. Certain Definitions.



(a) “Additional Rent” shall mean all amounts, costs, expenses, liabilities and obligations
(including but not limited to Tenant’s obligation to pay any Net Awards hereunder) which Tenant is
required to pay pursuant to the terms of this Lease other than Basic Rent.



(b) “Adjoining Property” shall mean all sidewalks and curbs adjoining the Leased Premises.



(c) “Affiliate” shall mean, as to any specified person or entity, any person or entity,
directly or indirectly controlling, controlled by or in common control with such specified person
or entity.



(d) “Alteration” or “Alterations” shall mean any or all changes, additions (whether or not
adjacent to or abutting any then existing buildings), expansions (whether or not adjacent to or
abutting any then existing buildings), improvements, reconstructions, removals or replacements of
any of the Improvements or Equipment, both interior or exterior, and ordinary and extraordinary.



(e) “Basic Rent” shall mean Basic Rent as defined in Paragraph 6(a).



(f) “Basic Rent Payment Dates” shall mean the Basic Rent Payment Dates as defined in Paragraph
6(a).



(g) “Bifurcated” shall mean Bifurcated as defined in Paragraph 28(d).



(h) “Commencement Date” shall mean the Effective Date for each Leased Premises, as designated
on Schedule 1.



(i) “Condemnation” shall mean a Taking and/or a Requisition.



(j) “Default Rate” shall mean the Default Rate as defined in Paragraph 20(b)(iv).



(k) “Equipment” shall mean the Equipment as defined in Paragraph 1.



(l) “Equipment Landlord” shall mean the Equipment Landlord as defined in Paragraph 28(d).



(m) “Equipment Rent” shall mean the Equipment Rent as defined in Paragraph 28(d).



(n) “Expiration Date” shall mean the Expiration Date as defined in Paragraph 5(a).



(o) “Event of Default” shall mean an Event of Default as defined in Paragraph 20(a).



(p) “Guaranties” shall mean the Guaranties as defined in Paragraph 3(e).



(q) “Impositions” shall mean the Impositions as defined in Paragraph 8(a).



(r) “Improvements” shall mean the Improvements as defined in Paragraph 1.



(s) “Insurance Requirement” or “Insurance Requirements” shall mean, as the case may be, any
one or more of the terms of each insurance policy required to be carried by Tenant under this Lease
and the requirements of the issuer of such policy.



(t) “Land” shall mean the Land as defined in Paragraph 1.



(u) “Landlord Equipment” shall mean the Landlord Equipment as defined in Paragraph 11(a)(iii).



(v) “Landlord Termination Date” shall mean the Landlord Termination Date as defined in
Paragraph 23(a).



(w) “Late Charge” shall mean the Late Charge as defined in Paragraph 6(c).



(x) “Law” shall mean any constitution, statute or rule of law.



(y) “Lease Year” with respect to a particular Leased Premises shall mean the twelve (12)
calendar month period beginning on the Lease Year Commencement Date for such Leased Premises and on
each anniversary thereof throughout the Term with respect to such Leased Premises, except that the
first Lease Year shall also include the period, if any, from the Commencement Date to the Lease
Year Commencement Date.



(z) “Lease Year Commencement Date” shall mean the Commencement Date, if such date shall be on
the first day of a calendar month, or, if the Commencement Date does not fall on the first day of a
calendar month, then, “Lease Year Commencement Date” shall mean the first day of the first calendar
month following that month in which the Commencement Date falls.



(aa) “Leased Premises” shall mean the Leased Premises as defined in Paragraph 1.



(bb) “Legal Requirement” or “Legal Requirements” shall mean, as the case may be, any one or
more of all present and future Laws, codes, ordinances, orders, judgments, decrees, injunctions,
rules, regulations and requirements, even if unforeseen or extraordinary, of every duly constituted
governmental authority or agency (but excluding those which by their terms are not applicable to
and do not impose any obligation on Tenant, Landlord or the Leased Premises) and all covenants,
restrictions and conditions now of record, or of record in the future if created or filed by or
with the consent of Tenant, which may be applicable to Tenant, Landlord (with respect to the Leased
Premises) or to all or any part of or interest in Leased Premises, or to the use, manner of use,
occupancy, possession, operation, maintenance, alteration, repair or reconstruction of the Leased
Premises, even if compliance therewith (i) necessitates structural changes or improvements
(including changes required to comply with the “Americans with Disabilities Act”) or results in
interference with the use or enjoyment of the Leased Premises or (ii) requires Tenant to carry
insurance other than as required by the provisions of this Lease.



(cc) “Lender” shall mean an entity or entities identified as such in writing to Tenant which
makes a Loan to Landlord and/or any Parent Entity, secured by a Mortgage and evidenced by a Note,
or any entity or entities which is/are the holder(s) of the Mortgage and Note as a result of an
assignment thereof.



(dd) “Location” shall mean the Location as defined in Paragraph 1.



(ee) “Loan” shall mean a loan made by a Lender to Landlord and/or any Parent Entity, secured
by a Mortgage and evidenced by a Note.



(ff) “Loan Document” shall mean any Notes, Mortgages or other loan documents evidencing or
securing a Loan.



(gg) “Mortgage” shall mean any mortgage, deed of trust or similar security instrument
currently existing or hereafter executed covering the Leased Premises, or any part thereof, from
Landlord and/or any Parent Entity to Lender.



(hh) “Master Lease Term” shall mean the period of time beginning with the Master Lease
Effective Date and ending that date which is the latest Expiration Date or Termination date for an
individual Leased Premises identified on Schedule 1.



(ii) “Master Lease Year” shall mean the twelve (12) calendar month period beginning on the
Master Lease Year Commencement Date and on each anniversary thereof throughout the Term



(jj) “Net Award” shall mean the entire award payable to Landlord by reason of a Condemnation,
less any reasonable expenses incurred by Landlord in collecting such award.



(kk) “Net Proceeds” shall mean the entire proceeds of any insurance required under clauses (i)
or (iv) of Paragraph 14(a), less any actual and reasonable expenses incurred by Landlord in
collecting such proceeds.



(ll) “Nonpayment Notice” shall mean Nonpayment Notice as defined in Paragraph 20(a).



(mm) “Note” or “Notes” shall mean a promissory note or notes hereafter executed by Landlord
and/or any Parent Entity in favor of Lender, which Note or Notes will be secured by a Mortgage and
an assignment of leases and rents.



(ii) “Parent Entity(ies)” shall mean Lehigh Gas Partners LP and any other entity or entities,
now or in the future, individually or collectively, directly or indirectly controlling Landlord.



(nn) “Permitted Encumbrances” shall mean those covenants, restrictions, reservations, liens,
conditions, encroachments, easements and other matters of title that affect the Leased Premises as
of the Commencement Date which are either of record as of the Commencement Date, or which are
otherwise disclosed to Tenant by Landlord prior to the Commencement Date.



(oo) “Prime Lease” shall mean the lease agreement that is superior to this lease, if
applicable.



(pp) “Real Estate Taxes” shall mean all federal, state, and local sales, use, ad valorem,
rental, value-added, margin taxes, franchise taxes, and other taxes, assessments, or governmental
or quasi-governmental levies of any nature whatsoever, allocable to the Leased Premises or any
portion thereof.



(qq) “Recapture Date” shall mean shall mean Recapture Date as defined in Paragraph 23(b).



(rr) “Rent” shall mean Basic Rent, Additional Rent, and all other sums of money to be paid by
Tenant pursuant to the terms, covenants and conditions of this Lease.



(ss) “Requisition” shall mean any temporary condemnation or confiscation of the use or
occupancy of the Leased Premises by any governmental authority, civil or military, whether pursuant
to an agreement with such governmental authority in settlement of or under threat of any such
requisition or confiscation, or otherwise.



(tt) “Restoration” shall mean Restoration as defined in Paragraph 13(d).



(uu) “Severance Date” shall mean Severance Date as defined in Paragraph 23(a).



(vv) “State” shall mean the State or Commonwealth in which the Leased Premises is situated.



(ww) “Supply Agreement” shall mean the Supply Agreement as defined in the Recital section
above.



(xx) “Taking” shall mean any permanent taking of the Leased Premises in or by condemnation or
other eminent domain proceedings pursuant to any law, general or special, or by reason of any
agreement with any condemnor in settlement of or under threat of any such condemnation or other
eminent domain proceedings or by any other means, or any de facto condemnation.



(yy) “Term” shall mean the Term as defined in Paragraph 5.



(zz) “Trade Fixtures” shall mean all fixtures, equipment and other items of personal property
(whether or not attached to the Improvements) which are owned by Tenant or any subtenant,
sub-franchisee or other third-party and used in the operation of the business conducted on the
Leased Premises.



3. Title and Condition.



(a) The Leased Premises are demised and let subject to (i) any Prime Lease, (ii) the Permitted
Encumbrances, (iii) all Legal Requirements and Insurance Requirements, including any existing
violation thereof, and (iv) the condition of the Leased Premises as of the Commencement Date;
without representation or warranty by Landlord; it being understood and agreed, however, that the
recital of the Permitted Encumbrances herein shall not be construed as a revival of any thereof
which for any reason may have expired.



(b) LANDLORD HAS NOT MADE AND WILL NOT MAKE ANY INSPECTION OF THE LEASED PREMISES, AND
LANDLORD LEASES AND WILL LEASE, AND TENANT TAKES AND WILL TAKE, THE LEASED PREMISES “AS IS”, AND
TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY)
HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PREMISES, INCLUDING ANY WARRANTY OR
REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR
PURPOSE, AS TO THE QUALITY OF THE MATERIALS OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO
LANDLORD’S TITLE THERETO, THE EXISTENCE OF ANY LATENT OR PATENT DEFECT, THE EXISTENCE OF ANY
ENVIRONMENTAL CONDITION OR ENVIRONMENTAL CLAIM, THE COMPLIANCE OF THE LEASED PREMISES WITH ANY
LEGAL REQUIREMENTS,OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION,
MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS
INCIDENT THERETO ARE TO BE BORNE BY TENANT. Tenant acknowledges that the Leased Premises are of its
selection and to its specifications, and that the Leased Premises have been inspected by Tenant and
are satisfactory to it. In the event of any defect or deficiency in the Leased Premises of any
nature, whether patent or latent, Landlord shall not have any responsibility or liability with
respect thereto or for any incidental or consequential damages (including strict liability in
tort). The provisions of this Paragraph 3(b) have been negotiated and constitute a material part
of the consideration received by Landlord for its execution of this Lease, and the foregoing
provisions are intended to be a complete exclusion and negation of any warranties by Landlord,
express or implied, with respect to the Leased Premises, arising pursuant to any Law now or
hereafter in effect or otherwise.



(c) Tenant acknowledges and agrees that Tenant has examined the title to the Leased Premises
prior to the execution and delivery of this Lease and has found such title to be satisfactory for
the purposes contemplated by this Lease.



(d) Tenant acknowledges and agrees that Tenant, if the Leased Premises is identified on
Schedule 1 as being subject to a Prime Lease, Tenant has been provided with and has examined such
Prime Lease prior to the execution and delivery of this Lease. Tenant further acknowledges that it
understands the terms of the Prime Lease and the implications of the Prime Lease to this Lease, as
may be expressed throughout this Lease including, but not limited to, as expressed in Paragraph 33.



(e) Landlord hereby assigns, without recourse or warranty whatsoever, to Tenant, all
warranties, guaranties and indemnities, express or implied, and similar rights which Landlord may
have against any manufacturer, seller, engineer, contractor or builder in respect of the Leased
Premises, including, but not limited to, any rights and remedies existing under contract or
pursuant to the Uniform Commercial Code (collectively, the “Guaranties”). Such assignment shall
remain in effect until the expiration or termination of this Lease. Landlord shall also retain the
right to enforce any Guaranties assigned in the name of Tenant upon the occurrence of an Event of
Default. Landlord hereby agrees to execute and deliver at Tenant’s expense such further documents,
including powers of attorney, as Tenant may reasonably request in order that Tenant may have the
full benefit of the assignment effected or intended to be effected by this Paragraph 3(d). Upon
the expiration or termination of this Lease, the Guaranties shall automatically revert to Landlord.
The foregoing provision of reversion shall be self-operative and no further instrument of
reassignment shall be required. In confirmation of such reassignment Tenant shall, if requested by
Landlord, execute and deliver promptly any certificate or other instrument which Landlord may
reasonably request.



(f) Landlord agrees to enter into, at Tenant’s expense, such easements, covenants, waivers,
approvals or restrictions for utilities, parking or other matters as desirable for operation of the
Leased Premises (collectively, “Easements”) as reasonably requested by Tenant, subject to
Landlord’s approval of the form and substance thereof, not to be unreasonably withheld, conditioned
or delayed; provided, however, that no such Easement shall result in any material diminution in the
value or utility of the Leased Premises for use as a retail site for the sale of fuel to motor
vehicles and uses incidental thereto, including without limitation services related to the
operation of motor vehicles and the retail sale of food, beverages and other items, such as
typically found in convenience stores appurtenant to other retail fuel stations in the area and
further provided that no such Easement shall render the use of the Leased Premises dependent upon
any other property or condition the use of the Leased Premises upon the use of any other property,
each of which Tenant shall certify to Landlord in a writing delivered with Tenant’s request with
respect to such Easement. Tenant’s request shall also include Tenant’s written undertaking
acknowledging that Tenant shall remain liable hereunder as principal and not merely as a surety or
guarantor notwithstanding the establishment of any Easement.



(g) Tenant agrees that Tenant is obligated to and shall perform all obligations of the owner
of the Leased Premises (or, if applicable, the obligations of Landlord as tenant under any Prime
Lease) under, and pay all costs, fees, fines, penalties, expenses, taxes and Impositions which the
owner of the Leased Premises (or, if applicable, the tenant under any Prime Lease) may be required
to pay in accordance with, any reciprocal easement agreement or any other agreement or document of
record now (if any), or of record in the future if created or filed by or with the written consent
of Tenant, affecting the Leased Premises (herein referred to collectively as the “REA”), and that
Tenant shall comply with all of the terms and conditions of the REA during the Term of this Lease.
Tenant further covenants and agrees to indemnify, defend and hold harmless Landlord against any
claim, loss or damage suffered by Landlord by reason of Tenant’s failure to perform any obligations
or pay any expenses as required under any REA or comply with the terms and conditions of any REA as
herein above provided during the Term of this Lease.



(h) Tenant shall be responsible for securing and paying for all utilities which are consumed
within the Leased Premises. Tenant shall pay for the consumption of all such utilities directly to
the applicable utility company when due, and non-payment or late payment of such bills shall be
considered an event of default under this Lease. Landlord shall at all times have the exclusive
right to select the provider or providers of utility services to the Leased Premises, provided that
in no event shall the Landlord be responsible or liable to the Tenant for the failure of any such
provider or providers of utility services to provide utilities to the Tenant or the Leased
Premises.



4. Use of Leased Premises; Quiet Enjoyment.



(a) Tenant shall (subject to Paragraph 4(b)) use the Leased Premises only for the retail sale
of fuel to motor vehicles and uses related or incidental thereto, including, without limitation,
(i) services related to the operation of motor vehicles; (ii) the retail sale of food, beverages
and other convenience store items including tobacco, liquor and other consumer goods; (iii)
restaurant or food service preparation (either directly or through agreements with third parties);
(iv) ATM machines, check cashing, money orders and other financial services; (v) billboards; (vi)
car wash facilities; and (vii) such other related or incidental uses as are or may be at any time
during the Term, in the reasonable judgment of the Tenant, compatible with the retail sale of fuel
to motor vehicles (the “Permitted Use”). In no event shall the Leased Premises be used for any
purpose which shall violate any of the provisions of any Permitted Encumbrance, any REA, any Prime
Lease, any Legal Requirement, any Insurance Requirement or any covenants, restrictions or
agreements hereafter created by or consented to in writing by Tenant applicable to the Leased
Premises. Tenant agrees that with respect to the Permitted Encumbrances and any covenants,
restrictions or agreements hereafter created by or consented to in writing by Tenant, Tenant shall
observe, perform and comply with and carry out the provisions required therein to be observed and
performed by Landlord. It is expressly understood that Tenant may sublease the Leased Premises to
subtenants pursuant to subleases, sub-franchise agreements or other agreements entered into by
Tenant, as sublandlord, from time to time, in accordance with Paragraphs 17 and 18 hereof.



(b) Tenant shall not permit any unlawful occupation, business or trade to be conducted on the
Leased Premises or any use to be made thereof contrary to applicable Legal Requirements or
Insurance Requirements. Tenant shall not use, occupy or permit the Leased Premises to be used or
occupied, nor do or permit anything to be done in or on the Leased Premises, in a manner which
would (i) make void or voidable any insurance which Tenant is required hereunder to maintain in
force with respect to the Leased Premises, (ii) affect the ability of Tenant to obtain any
insurance which Tenant is required to furnish hereunder, or (iii) knowingly cause any injury or
damage to any of the Improvements unless pursuant to Alterations permitted under Paragraph 12
hereof.



(c) Subject to all of the provisions of this Lease, so long as no Event of Default exists
hereunder, Landlord covenants that neither Landlord nor any person or entity claiming by, through
or under Landlord shall disturb the peaceful and quiet occupation and enjoyment of the Leased
Premises by Tenant or its permitted subtenants or assignees, but subject in all events to (i) any
Prime Lease, (ii) the Permitted Encumbrances, and (iii) all Legal Requirements and Insurance
Requirements, including any existing violation thereof.



(d) Tenant shall be responsible for determining whether or not zoning is appropriate for the
Permitted Use and obtaining and maintaining all permits and approvals required by applicable Legal
Requirements Laws in connection with Tenant’s specific manner of use, and specific character of,
operations at the Leased Premises and shall provide a copy of the same to Landlord upon receipt of
same, if applicable.



5. Term.



(a) Subject to the provisions hereof, Tenant shall have and hold each Leased Premises for a
term (each, a “Term”) commencing on the Commencement Date and ending at 11:59 p.m. on the date
immediately prior to the fifteenth (15th) anniversary of the Lease Year Commencement
Date (each, an “Expiration Date”). As detailed in the Statement of Intent, this Lease is a
severable Master Lease applicable to multiple locations. The Term for each Leased Premises is
particular to each Leased Premises and the occurrence of the Expiration Date or early termination
of the Term for any individual Leased Premises shall not affect the Term of any other Leased
Premises.



(b) Landlord and Tenant agree that any failure to have the Leased Premises available to Tenant
for its occupancy on the Commencement Date shall in no way affect the validity of this Lease or the
obligations of Tenant hereunder nor shall the same be construed in any wise to extend the Term or
impose any liability on Landlord.



(c) Notwithstanding anything to the contrary contained in this Paragraph 5, if applicable, the
Leased Premises shall be subject to this Lease only for such portions of the Term as Landlord
remains a tenant under any Prime Lease, and this Lease shall automatically terminate upon the
expiration or earlier termination of the Prime Lease for any reason whatsoever.



6. Rent.



(a) Tenant shall pay to Landlord (or to Lender, if directed by Landlord), as minimum annual
rent for the Leased Premises during the Term, basic rent (“Basic Rent”), payable in advance
commencing on the first day of the first month following the month in which the Commencement Date
occurs (unless the Commencement Date is the first day of a month, in which case commencing on the
Commencement Date) and continuing on the first day of each calendar month thereafter during the
Term (the said days being called the “Basic Rent Payment Dates”), and shall pay the same at
Landlord’s address set forth below, or at such other place as Landlord from time to time may
designate to Tenant in writing, in funds which at the time of such payment shall be legal tender
for the payment of public or private debts in the United States of America and, if required by
Landlord, by wire transfer in immediately available federal funds to such account in such bank as
Landlord shall designate, from time to time. The Basic Rent due and payable during the first Lease
Year shall be the Basic Rent set forth on Schedule 1. Thereafter, Basic Rent for each
subsequent Lease Year shall be an amount equal to One Hundred and One and One-Half Percent (101.5%)
of the Basic Rent due and payable during the immediately preceding Lease Year. Upon request by
Landlord, Tenant shall establish arrangements whereby payments of the Basic Rent and Additional
Rent are transferred by Automated Clearing House Debit from an account established by Tenant at a
United States bank or other financial institution to such account as Landlord may designate. If
the Commencement Date shall occur on a date other than the first day of a calendar month, then,
Basic Rent for the period from and including the Commencement Date through and including the last
day of the month in which the Commencement Date occurs shall be paid, in advance, on the date
hereof, in an amount prorated by (i) dividing the monthly installment of Basic Rent due for the
month in which the Commencement Date occurs by the number of days in such month, and (ii)
multiplying such sum by the numbers of days remaining in such month from and after the Commencement
Date.



(b) Tenant shall pay and discharge before the imposition of any fine, lien, interest or
penalty may be added thereto for late payment thereof, the following: all Additional Rent and all
other amounts and obligations (excluding Basic Rent) which Tenant assumes or agrees to pay or
discharge pursuant to this Lease, together with every fine, penalty, interest and cost which may be
added by the party to whom such payment is due for nonpayment or late payment thereof. In the
event of any failure by Tenant to pay or discharge any of the foregoing, Landlord shall have the
same rights, powers and remedies provided herein, by Law or otherwise as are available to Landlord
in the event of nonpayment of Basic Rent.



(c) If any installment of Basic Rent is not paid within five (5) days after the applicable
Basic Rent Payment Date, Tenant shall pay to Landlord, on demand, as Additional Rent, a late charge
equal to three percent (3%) (the “Late Charge”) of such overdue installment of Basic Rent. Lender
or its successors, assigns or purchasers shall have no obligation to provide Tenant with written
notice of any payment default under this Lease.



(d) Landlord and Tenant agree that this Lease is a true lease and does not represent a
financing arrangement. Each party shall reflect the transactions represented by this Lease in all
applicable books, records and reports (including, without limitation, income tax filings) in a
manner consistent with “true lease” treatment rather than “financing” treatment.



(e) Landlord hereby appoints Lehigh Gas Wholesale Services, Inc. as its agent solely for
purposes collecting any and all Basic Rent, Additional Rent and all other sums payable hereunder by
Tenant, and Tenant hereby agrees to recognize Lehigh Gas Wholesale Services, Inc. as such and to
pay to Lehigh Gas Wholesale Services, Inc., as agent for Landlord, any and all Basic Rent,
Additional Rent and all other sums payable hereunder by Tenant unless and until it is otherwise
directed by Landlord in writing.



7. Net Lease; Non-Terminability.



(a) This is a net lease and the obligations of Tenant hereunder shall be separate and
independent covenants and agreements, and Basic Rent, Additional Rent and all other sums payable
hereunder by Tenant shall continue to be payable in all events, except as otherwise expressly set
forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement,
suspension, deferment, diminution, deduction, reduction or defense.



(b) Except as otherwise expressly provided in this Lease, this Lease is the absolute and
unconditional obligation of Tenant and shall not terminate and Tenant shall not have any right to
terminate this Lease during the Term. Except as otherwise expressly provided in this Lease, Tenant
shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment,
diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or any other sums
payable under this Lease; and except as otherwise expressly provided in this Lease, the obligations
of Tenant under this Lease shall not be affected by any interference with Tenant’s use of the
Leased Premises for any reason, including but not limited to the following: (i) any damage to or
destruction of the Leased Premises by any cause whatsoever, (ii) any Condemnation, (iii) the
prohibition, limitation or restriction of Tenant’s use of the Leased Premises, (iv) any eviction by
paramount title or otherwise, (v) Tenant’s acquisition of ownership of the Leased Premises other
than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under
this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss
of the Leased Premises, (viii) the breach of any warranty of any seller or manufacturer of the
Equipment, (ix) any violation of Paragraph 4(c) by Landlord, or (x) any other cause, whether
similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding.
It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be
separate and independent covenants and agreements, and that Basic Rent, Additional Rent and all
other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu
thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this
Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an
express provision of this Lease. All costs and expenses (other than depreciation, interest on and
amortization of debt incurred by Landlord, and costs incurred by Landlord in financing, refinancing
or transferring title to the Leased Premises and payment of Landlord’s income taxes with respect to
rents received) and other obligations of every kind and nature whatsoever relating to the Leased
Premises and the appurtenances thereto and the use and occupancy thereof which may arise or become
due and payable with respect to the period which ends on the expiration or earlier termination of
the Term in accordance with the provisions hereof (whether or not the same shall become payable
during the Term or thereafter), including, without limitation, any and all of the same accruing
under or payable pursuant to the Prime Lease, shall, except as expressly provided herein, be paid
and performed by Tenant. Notwithstanding anything to the contrary contained in this Paragraph 7,
Landlord’s and Tenant’s respective obligations under this Lease, including, in the case of Tenant,
the payment of Basic Rent, Additional Rent and any other sums payable by Tenant under this Lease,
but excluding those obligations which expressly survive expiration or earlier termination of this
Lease, shall terminate upon termination of the Prime Lease, if applicable.



(c) Tenant agrees that it shall remain obligated under this Lease in accordance with its
provisions and that, except as otherwise expressly provided herein, it shall not take any action to
terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency,
reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding
affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage, or
(iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken
by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord
or by any court under the Federal Bankruptcy Code or otherwise.



(d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all
rights which are not expressly stated in this Lease but which may now or hereafter otherwise be
conferred by Law (i) to quit, terminate or surrender this Lease or the Leased Premises, (ii) to any
setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction,
reduction or defense of or to Basic Rent, Additional Rent or any other sums payable under this
Lease, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or
offset right against Landlord or its property.



8. Payment of Impositions; Compliance with Legal Requirements and Insurance
Requirements.



(a)



(i) Subject to the provisions of Paragraph 8(a)(ii) hereof and Paragraph 19 hereof relating to
contests, Tenant shall, before interest or penalties are due thereon, pay and discharge (all of the
following being herein collectively called the “Impositions”): all taxes of every kind and nature
(including real, ad valorem, personal property, gross income, franchise, withholding, profits and
gross receipts taxes) on or with respect to the Leased Premises; all charges and/or taxes for any
easement or agreement maintained for the benefit of the Leased Premises; all general and special
assessments, levies, permits, inspection and license fees on or with respect to the Leased
Premises; all water and sewer rents and other utility charges on or with respect to the Leased
Premises; all ground rents on or with respect to the Leased Premises; and all other public charges
and/or taxes whether of a like or different nature, even if unforeseen or extraordinary, imposed or
assessed upon or with respect to the Leased Premises, prior to or during the Term, against
Landlord, Tenant or the Leased Premises as a result of or arising in respect of the occupancy,
leasing, use, maintenance, operation, management, repair or possession thereof, or any activity
conducted on the Leased Premises, or the Basic Rent or Additional Rent, including without
limitation, any gross income tax, sales tax, occupancy tax or excise tax levied by any governmental
body on or with respect to such Basic Rent or Additional Rent. If received by Landlord, Landlord
shall promptly deliver to Tenant any bill or invoice with respect to any Imposition.



(ii) Nothing herein shall obligate Tenant to pay, and the term “Impositions” shall exclude,
federal, state or local (A) transfer taxes as the result of a conveyance by (or suffered by)
Landlord, (B) franchise, capital stock or similar taxes if any, of Landlord, (C) income, excess
profits or other taxes, if any, of Landlord, determined on the basis of or measured by its net
income, (D) any estate, inheritance, succession, gift, capital levy or similar taxes, unless the
taxes referred to in clauses (B) and (C) above are in lieu of or a substitute for any other tax or
assessment upon or with respect to the Leased Premises which, if such other tax or assessment were
in effect at the commencement of the Term, would be payable by Tenant, or (E) an Imposition that
the Landlord is not obligated to pay as tenant under the Prime Lease, if applicable. In the event
that any assessment may be paid in installments, Tenant shall have the option to pay such
assessment in installments; and in such event, Tenant shall be liable only for those installments
which become due and payable during the Term. Tenant shall prepare and file all tax reports
required by governmental authorities which relate to the Impositions. Tenant shall deliver to
Landlord, within twenty (20) days after Landlord’s written request therefor, copies of all
settlements and notices pertaining to the Impositions which may be issued by any governmental
authority and receipts for payments of all Impositions made during each calendar year of the Term.



(b) Subject to the provisions of Paragraph 19 hereof, Tenant shall promptly comply with, and
conform to, in all material respects, all of the Legal Requirements and Insurance Requirements.



9. Liens and Title.



(a) Subject to the provisions of Paragraph 19 hereof, Tenant shall not, directly or
indirectly, create or permit to be created, and shall promptly discharge, any lien on the Leased
Premises, on the Basic Rent, Additional Rent or on any other sums payable by Tenant under this
Lease, other than the Mortgage, the Permitted Encumbrances and any mortgage, lien, encumbrance or
other charge created by or resulting from any act or omission by Landlord or those claiming by,
through or under Landlord (except Tenant). Notice is hereby given that Landlord shall not be
liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone
holding the Leased Premises through or under Tenant, and that no mechanic’s or other liens for any
such labor, services or materials shall attach to or affect the interest of Landlord in and to the
Leased Premises.



(b) Nothing in this Lease and no action or inaction by Landlord shall be deemed or construed
to mean that Landlord has granted to Tenant any right, power or permission to do any act or to make
any agreement which may create, give rise to, or be the foundation for, any right, title, interest
or lien in or upon the estate of Landlord in the Leased Premises.



10. Indemnification.



(a) Tenant agrees to defend, pay, protect, indemnify, save and hold harmless Landlord and any
Parent Entity and their respective successors, assigns, officers, directors, shareholders,
partners, beneficial owners, trustees, members, managers and employees, from and against any and
all liabilities, losses, damages, penalties, costs, expenses (including reasonable attorneys’ fees
and expenses), causes of action, suits, claims, demands or judgments of any nature whatsoever,
howsoever caused, arising during the Term (or during any period when Tenant is in possession of the
Leased Premises from which the matter in question arises) from the Leased Premises or the use,
non-use, occupancy, condition, design, construction, maintenance, repair or rebuilding of the
Leased Premises, and any injury to or death of any person or persons or any loss of or damage to
any property, real or personal, in any manner arising during the Term (or during any period when
Tenant is in possession of the Leased Premises from which the matter in question arises) therefrom
connected therewith or occurring thereon, whether or not such indemnified party has or should have
knowledge or notice of the defect or conditions, if any, causing or contributing to said injury,
death, loss, damage or other claim; except to the extent that any such liability, loss,
damage, penalty, cost, expense, cause of action, suit, claim, demand or judgment is (i) the result
of the gross negligence of such indemnified party or the intentional wrongful act of such
indemnified party; or (ii) subject to and covered by the Tenant’s obligations under Paragraph 29(b)
below. The amount of any loss for which indemnification is provided under this Paragraph 10 shall
be net of any federal or state income tax benefits to the indemnified party as a result of such
loss. In case any action or proceeding is brought against any indemnified party by reason of any
such claim against which Tenant has agreed to defend, pay, protect, indemnify, save and hold
harmless pursuant to the preceding sentences, Tenant covenants upon written notice of any such
claim, action or proceeding from such indemnified party to resist or defend such indemnified party
in such claim, action or proceeding, with the expenses of such defense paid by Tenant, and such
indemnified party will cooperate and assist in the defense of such action or proceeding if
reasonably requested so to do by Tenant. The Tenant, upon receipt of such notice, shall have the
right, but not the obligation, to assume the defense of any action, proceeding or suit or, with
respect to a claim, to determine whether payment should be made or if the claim should be
contested, including the engagement of counsel and the payment of all costs of litigation;
provided, that the failure of the indemnified party to give such notice to the Tenant shall not
relieve the Tenant from any of its obligations to provide indemnification under this Paragraph 10,
unless such failure materially prejudices the contest of such claim or the defense of such action,
proceeding or suit by the Tenant. To the extent that the Tenant in fact indemnifies an indemnified
party under the indemnity provisions of this Lease, the Tenant shall be subrogated to an
indemnified party’s rights in the affected transaction and shall have a right to determine the
settlement of claims therein. In no event shall Tenant be liable for any settlement of any action,
proceeding or claim unless Tenant has given its prior written consent thereto.



(b) The foregoing to the contrary, notwithstanding, an indemnified party shall have the right
to engage its own counsel and to determine its own defense of any claim, action, suit or proceeding
requiring indemnification under this Paragraph 10, by delivering to the Tenant a written notice
waiving and forfeiting the benefits of the indemnification provided by this Paragraph 10 in
connection with any such claim, action, proceeding or suit. Whether or not an indemnified party
exercises its rights pursuant to the foregoing sentence to waive indemnification and assume its own
defense, the Tenant shall have the right to engage separate counsel and to participate in such
defense with the fees and expenses of such counsel to be borne by the Tenant. No provision of this
Paragraph 10 shall preclude the Tenant from controlling its own defense in any matter.



(c) The obligations of Tenant under this Paragraph 10 shall, as to any matter arising from any
act, omission or circumstance existing on or prior to the date of expiration or earlier termination
of this Lease, survive any expiration or earlier termination of this Lease.



11. Maintenance and Repair.



(a) (i) Except for any Alterations that Tenant is permitted to make pursuant to this Lease,
Tenant shall at all times, including any Requisition period, at its sole cost and expense, put,
keep and maintain the Leased Premises (including, without limitation, the roof, landscaping, walls,
footings, foundations, structural components and other Improvements on the Leased Premises) and,
subject to Paragraph 11(a)(iii) below, the Equipment in the same condition and order of repair as
exists as of the Commencement Date of this Lease, except for ordinary wear and tear, and shall
promptly make all repairs and replacements of every kind and nature, whether foreseen or
unforeseen, which may be required to be made upon or in connection with the Leased Premises in
order to keep and maintain the Leased Premises in the order and condition required by this
Paragraph 11(a). Tenant shall do or cause others to do all shoring of the Leased Premises or of
foundations and walls of the Improvements and every other act necessary or appropriate for
preservation and safety thereof, by reason of or in connection with any excavation or other
building operation upon the Leased Premises, whether or not Landlord shall, by reason of any Legal
Requirements or Insurance Requirements, be required to take such action or be liable for failure to
do so. Except as specifically set forth in this Lease, Landlord shall not be required to make any
repair, whether foreseen or unforeseen, or to maintain the Leased Premises or Adjoining Property in
any way, and Tenant hereby expressly waives the right to make repairs at the expense of the
Landlord, which right may be provided for in any Law now or hereafter in effect. Tenant shall, in
all events, make all repairs for which it is responsible hereunder promptly, and all repairs shall
be in a good, proper and workmanlike manner.



(ii) With respect to the Equipment, Tenant, at Tenant’s sole expense, shall: (1) make no
additions or alterations without Landlord’s prior written consent; (2)not do or permit to be done
anything prejudicial to Landlord’s title to the Equipment; and (3) not remove any such Equipment or
deliver any such Equipment to anyone but Landlord or Landlord’s designee.



(iii) Notwithstanding the provisions of Paragraph 11(a)(i) above, the Landlord shall maintain,
repair and replace the underground storage tank(s) and any appurtenances connected thereto
including but not limited to lines and dispensing equipment (but excluding nozzles and hoses)
located at the Location (the “Landlord Equipment”) as determined by Landlord and as necessary to
keep such Landlord Equipment in good operating condition, if the need for any repair or replacement
is due to ordinary wear and tear or damage by the elements. Landlord’ obligation to repair or
replace the Landlord Equipment shall not arise unless and until Landlord determines in its sole
discretion (which determination shall be made within a reasonable period of time) that the repair
or replacement is necessary and due solely to ordinary wear and tear or damage by the elements.
Notwithstanding Landlord’ obligations under this Paragraph 11(a)(iii), Landlord may, in its sole
discretion, elect: (1) not to repair or replace any underground storage tank(s) and/or lines
included in the Landlord Equipment; and (2) to remove or abandon in-place any such underground
storage tanks and/or lines in accordance with Legal Requirements with no further use by Tenant,
provided that the removal or abandonment of any such underground storage tank(s) and/or lines does
not reduce Tenant’s ability to market petroleum products by more than one grade.



(b) In the event that any Improvement shall violate any Legal Requirements or Insurance
Requirements and as a result of such violation enforcement action is threatened or commenced
against Landlord, Tenant or with respect to the Leased Premises, then Tenant, shall either (i)
obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting
from each such violation, whether the same shall affect Landlord, Tenant or both, or (ii) take such
action as shall be necessary to remove such violation, including, if necessary, any Alteration.
Any such repair or Alteration shall be made in conformity with the provisions of Paragraph 12.



(c) If Tenant shall be in default under any of the provisions of this Paragraph 11 or
Paragraph 29 hereof, Landlord may, after providing Tenant with written notice of any such default
and Tenant’s failure to commence to cure any such default within thirty (30) days of the receipt of
such notice, but without notice in the event of an emergency, do whatever is reasonable to cure
such default as may be appropriate under the circumstances for the account of and at the expense of
Tenant. In the event of an emergency, Landlord shall notify Tenant of the situation by phone or
other available communication. All reasonable sums so paid by Landlord and all reasonable costs
and expenses (including, without limitation, attorneys’ fees and expenses) so incurred, together
with interest thereon at the Default Rate from the date of payment of the expense by Landlord,
shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to
Landlord on demand.



12. Alterations.



(a) Tenant shall not make any Alterations which would alter or affect the structure of the
Leased Premises or violate the terms of the Prime Lease, Legal Requirements, or Insurance
Requirements, if any, without Landlord’s written consent, which consent Landlord agrees not to
unreasonably withhold, condition or delay. Tenant may make any other Alterations without the prior
written consent of the Landlord provided such Alterations comply with all of the provisions of
Paragraph 12(b).



(b) In the event that Landlord gives its prior written consent to any Alterations, or if such
consent is not required, Tenant agrees that in connection with any Alteration: (i) the fair
market value of the Leased Premises shall not be lessened in any material respect after the
completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations
shall be performed in a good and workmanlike manner, and shall be expeditiously completed in
compliance with all Legal Requirements and the Prime Lease; (iii) all work done in connection with
any such Alteration shall comply with all Insurance Requirements; (iv) Tenant shall promptly pay
all costs and expenses of any such Alteration, and shall (subject to the provisions of Paragraph 19
hereof) discharge all liens filed against the Leased Premises arising out of the same; (v) Tenant
shall procure and pay for all permits and licenses required in connection with any such Alteration;
and (vi) all such Alterations shall be the property of Landlord and shall be subject to this Lease.



13. Condemnation.



(a) Tenant, promptly after obtaining knowledge of the institution of any proceeding for
Condemnation, shall notify Landlord thereof and Landlord shall be entitled to participate in any
Condemnation proceeding. Landlord, promptly after obtaining knowledge of the institution of any
proceeding for Condemnation, shall notify Tenant thereof and Tenant shall have the right to
participate in such proceedings.



(b) If (i) the entire Leased Premises or (ii) at least ten percent (10%) of the Land or the
Improvements on such Land or any means of ingress, egress or access to the Leased Premises, the
loss of which even after Restoration would, in Tenant’s reasonable business judgment, be
substantially and materially adverse to the business operations of Tenant at the Leased Premises,
shall be the subject of a Taking by a duly constituted authority or agency having jurisdiction,
then Tenant shall, not later than ninety (90) days after a Taking has occurred, serve notice
(“Tenant’s Termination Notice”) upon Landlord of Tenant’s intention to terminate this Lease on any
Basic Rent Payment Date specified in such Tenant’s Termination Notice, which date (the “Termination
Date”) shall be no sooner than the first Basic Rent Payment Date occurring at least thirty (30)
days after the date of such Tenant’s Termination Notice. From and after the Termination Date, (i)
except for Tenant’s obligations under Paragraph 13(c) and those which expressly survive the
expiration or earlier termination of this Lease, Tenant shall have no further obligations or
liabilities with respect to the Leased Premises, and (ii) this Lease shall be deemed to be
terminated and the Term shall be deemed to have expired for all purposes.



(c) In the event of a Condemnation of all or any part of the Leased Premises which results in
a termination of this Lease, Tenant hereby irrevocably assigns to Landlord, any award or payment in
respect of any Condemnation of the Leased Premises, except that (except as hereinafter provided)
nothing in this Lease shall be deemed to assign to Landlord any award or payment on account of the
Trade Fixtures, moving expenses and out-of-pocket expenses incidental to the move, if available, to
the extent Tenant shall have a right to make a separate claim therefor against the condemnor, it
being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the
award to which Landlord is or would be entitled for the Condemnation of the Leased Premises.
Tenant shall not be entitled to any award or payment on account of Tenant’s leasehold interest
under this Lease or of the Leased Premises, as the case may be, to the extent that any such award
or payment reduces the award to which Landlord is or would be entitled for the condemnation of the
Leased Premises.



(d) In the event of a Condemnation of any part of the Leased Premises which does not result in
a termination of this Lease, the Net Award of such Condemnation as to the Leased Premises shall be
held by Landlord to fund the Restoration of the Leased Premises; and promptly after such
Condemnation, Tenant shall commence and diligently continue to restore the Leased Premises as
nearly as possible to its value, condition and character immediately prior to such Condemnation, in
accordance with the provisions of this Lease, including but not limited to the provisions of
Paragraphs 11(a), 12 and 15 (such restoration following a Condemnation and restoration following a
casualty is, as the context shall require, herein called a “Restoration”).



(i) Upon the payment to Landlord of the Net Award of a Taking which falls within the
provisions of this Paragraph 13(d), Landlord shall, to the extent received, make that portion of
the Net Award equal to the cost of Restoration (the “Restoration Award”) available to Tenant for
Restoration, in accordance with the provisions of Paragraph 15, and promptly after completion of
the Restoration (or if no Restoration is required), the balance of the Net Award shall be paid to
Landlord and all Basic Rent, Additional Rent and other sums payable hereunder shall continue
unabated and unreduced.



(ii) In the event of a Requisition of the Leased Premises, Landlord shall apply the Net Award
of such Requisition, to the extent available, to the installments of Basic Rent, Additional Rent or
other sums payable by Tenant hereunder thereafter payable and Tenant shall pay any balance
remaining thereafter. Upon the expiration of the Term, any portion of such Net Award which shall
not have been previously credited to Tenant on account of the Basic Rent and Additional Rent shall
be retained by Landlord.



(e) Notwithstanding anything to the contrary in this Paragraph 13, Tenant’s rights pursuant to
this Paragraph 13 to exclude the Lease Premises from this Lease or receive any compensation shall
be no greater than Landlord’s rights as tenant under the Prime Lease, if any, to terminate such
Prime Lease or receive compensation.



14. Insurance.



(a) The insurance requirements set forth in this Paragraph 14, are intended to be applicable
to all of the Leased Premises; therefore Tenant may satisfy its obligations herein through the
procurement of a single policy or policies covering multiple Leased Premises. Tenant shall maintain
at its sole cost and expense the following insurance on the Leased Premises:



(i) Insurance against loss or damage to the Improvements and Equipment under a fire and broad
form of all risk extended coverage insurance policy. Such insurance shall not be required to
include terrorism coverage and shall be in amounts sufficient to prevent Landlord or Tenant from
becoming a co-insurer under the applicable policies, and in any event in amounts not less than the
actual replacement cost of the Improvements and Equipment (excluding footings and foundations and
other parts of the Improvements which are not insurable) as determined from time to time at
Landlord’s request but not more frequently than once in any 36-month period, by agreement of
Landlord and Tenant, or if not so agreed, at Tenant’s expense, by the insurer or insurers or by an
appraiser approved by Landlord.



(ii) Comprehensive general liability insurance against claims for bodily injury, death or
property damage occurring on, in or about the Leased Premises, which insurance shall be written on
an “Occurrence Basis,” and shall provide minimum protection with a combined single limit in an
amount not less than the greater of (x) Five Million Dollars ($5,000,000) (or in such increased
limits from time to time to reflect declines in the purchasing power of the dollar as Landlord may
reasonably request) or (y) the aggregate amount of such insurance carried by Tenant, for bodily
injury, death and property damage in any one occurrence. The foregoing limits may be met by Tenant
through a combination of general liability insurance and umbrella insurance policies.



(iii) Worker’s compensation insurance covering all persons employed by Tenant on the Leased
Premises in connection with any work done on or about the Leased Premises for which claims for
death or bodily injury could be asserted against Landlord, Tenant or the Leased Premises.



(iv) Insurance required by a Lender pursuant to the terms of any Loan Document.



(v) Insurance required pursuant to the terms of any Prime Lease.



(b) The insurance required by Paragraph 14(a) shall be written by companies having a claims
paying ability rating by Standard & Poors of not less than A, and all such companies shall be
authorized to do business in the State, or otherwise agreed to by Landlord or required pursuant to
any Loan Document. The insurance policies (i) shall be in amounts sufficient at all times to
satisfy any coinsurance requirements thereof, (ii) in case of the insurance referred to in
Paragraphs 14(a)(i), (ii), (iv) and (v), shall name Landlord, any Parent Entity, and any Lender as
additional insured parties or loss payees, as their respective interests may appear. If said
insurance or any part thereof shall expire, be withdrawn, become void by breach of any condition
thereof by Tenant or become void or unsafe by reason of the failure or impairment of the capital of
any insurer, Tenant shall immediately after receiving notice of same obtain new or additional
insurance reasonably satisfactory to Landlord.



(c) Each insurance policy referred to in clauses (i) and (iv) of Paragraph 14(a), shall
contain standard non-contributory mortgagee clauses in favor of any Lender which holds a Mortgage
on the Leased Premises. Each policy shall provide that it may not be canceled or materially
modified except after thirty (30) days prior written notice to Landlord and any Lender. Each
policy shall also provide that any losses otherwise payable thereunder shall be payable
notwithstanding (i) any act or omission of Landlord or Tenant which might, absent such provision,
result in a forfeiture of all or a part of such insurance payment, or (ii) the occupation or use of
the Leased Premises for purposes more hazardous than permitted by the provisions of such policy.



(d) Tenant shall pay as they become due all premiums for the insurance required by this
Paragraph 14, shall renew or replace each policy, and shall deliver to Landlord a certificate or
other evidence (reasonably satisfactory to Landlord and any Lender) of the existing policy and such
renewal or replacement policy at least thirty (30) days prior to the Policy Expiration Date (as
hereinafter defined) of each policy. Each such policy shall provide that it shall not expire until
the Landlord and Lender shall receive a notice from the insurer to the effect that a policy will
expire on a date (the “Policy Expiration Date”) which shall be thirty (30) days following the date
of the receipt by Landlord and Lender of such notice. In the event of Tenant’s failure to comply
with any of the foregoing requirements of this Paragraph 14 within ten (10) business days after the
giving of written notice by Landlord to Tenant, Landlord shall be entitled to procure such
insurance. Any sums expended by Landlord in procuring such insurance shall be Additional Rent and
shall be repaid by Tenant immediately upon written demand therefor by Landlord.



(e) Anything in this Paragraph 14 to the contrary notwithstanding, any insurance which Tenant
is required to obtain pursuant to Paragraph 14(a) may be carried under a “blanket” policy or
policies covering other properties or liabilities of Tenant, provided that such “blanket” policy or
policies otherwise comply with the provisions of this Paragraph 14. In the event any such
insurance is carried under a blanket policy, Tenant shall deliver to Landlord evidence of the
issuance and effectiveness of the policy, the amount and character of the coverage with respect to
the Leased Premises and the presence in the policy of provisions of the character required in the
above sections of this Paragraph 14.



(f) In the event of any casualty, Tenant shall give Landlord notice thereof, within ten (10)
business days of Tenant’s becoming aware of such casualty. Subject to the rights of a Lender and
the obligations of the Landlord and/or Tenant under the terms of any Loan Documents, Tenant shall
adjust, collect and compromise any and all claims, with the consent of Landlord, not to be
unreasonably withheld, conditioned or delayed, and Landlord shall have the right to join with
Tenant therein. All proceeds of any insurance required under clauses (i) and (iv) of Paragraph
14(a) shall be paid to a trustee which shall be a federally insured bank or other financial
institution, selected by Landlord and Tenant (the “Trustee”). If the Leased Premises shall be
covered by a Mortgage, Lender, if it so desires, shall be the Trustee. Each insurer is hereby
authorized and directed to make payment under said policies directly to such Trustee instead of to
Landlord and Tenant jointly; and Tenant and Landlord each hereby appoints such Trustee as its
attorney-in-fact to endorse any draft therefor for the purposes set forth in this Lease after
approval by Tenant of such Trustee, if Trustee is other than Lender. In the event of any casualty
(whether or not insured against) resulting in damage to the Leased Premises or any part thereof,
Basic Rent and Additional Rent shall not abate. The Net Proceeds of such insurance payment shall be
retained by the Trustee and, promptly after such casualty, Tenant, as required in Paragraphs 11(a)
and 12, shall commence and diligently continue to perform the Restoration to the Leased Premises.
Upon payment to the Trustee of such Net Proceeds, the Trustee shall, to the extent available, make
the Net Proceeds available to Tenant for Restoration, in accordance with the provisions of
Paragraph 15. Tenant shall, whether or not the Net Proceeds are sufficient for the purpose,
promptly repair or replace the Improvements and Equipment in accordance with the provisions of
Paragraph 11(a) and the Net Proceeds of such loss shall thereupon be payable to Tenant, subject to
the provisions of Paragraph 15 hereof.



(g) Notwithstanding anything to the contrary in this Paragraph 14, Tenant’s rights pursuant to
this Paragraph 14in the event of a casualty shall be no greater than Landlord’s rights as tenant
under the Prime Lease, if any.



15. Restoration. Net Proceeds and Restoration Award (the aggregate of which being
herein defined as the “Restoration Fund”) shall be disbursed by the Trustee in accordance with the
following conditions or as otherwise required by any Loan Document:



(a) If the cost of Restoration will exceed $500,000.00, prior to commencement of the
Restoration, if required by the Landlord, the architects, general contractor(s), and plans and
specifications for the Restoration shall be approved by Landlord, which approval shall not be
unreasonably withheld, conditioned or delayed; and which approval shall be granted to the extent
that the plans and specifications depict a Restoration which is substantially similar to the
Improvements and Equipment which existed prior to the occurrence of the casualty or Taking,
whichever is applicable, and which approval will be conclusively deemed granted if Landlord fails,
within fifteen (15) days following Landlord’s receipt of Tenant’s request (accompanied by copies of
the plans and specifications for such Restoration) to grant or to reasonably withhold (with reasons
stated) such approval. The foregoing Five Hundred Thousand Dollar ($500,000.00) threshold amount
shall be increased one and one-half percent (1.5%) for each Lease Year during the Term.



(b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or
materialmen’s liens shall have been filed and remain undischarged or unbonded.



(c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft
cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory
evidence of the estimated cost of completion and of performance of the work to date in a good and
workmanlike manner in accordance with the contracts, plans and specifications, (2) partial releases
of liens and/or partial waiver of lien as local law and custom may dictate, and (3) other
reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from
time to time are represented by work that is completed in place or delivered to the site and free
and clear of mechanics’ lien claims.



(d) Each request for disbursement shall be accompanied by a certificate of Tenant describing
the work, materials or other costs or expenses, for which payment is requested, stating the cost
incurred in connection therewith and stating that Tenant has not previously received payment for
such work or expense and the certificate to be delivered by Tenant upon completion of the work
shall, in addition, state that the work has been substantially completed and complies with the
applicable requirements of this Lease.



(e) The Trustee may retain ten percent (10%) of the Restoration Fund until the Restoration is
at least fifty percent (50%) complete, and thereafter five percent (5%) until the Restoration is
substantially complete.



(f) The Restoration Fund shall be kept in a separate interest-bearing federally insured
account by the Trustee or by Lender.



(g) At all times the undisbursed balance of the Restoration Fund held by Trustee plus any
funds contributed thereto by Tenant, shall be not less than the cost of completing the Restoration,
free and clear of all liens.



(h) In addition, prior to commencement of Restoration and at any time during Restoration, if
the estimated cost of Restoration, as reasonably determined by Landlord, exceeds the amount of the
Net Proceeds and the Restoration Award available for such Restoration, the amount of such excess
shall be paid by Tenant to the Trustee to be added to the Restoration Fund. Any sum in the
Restoration Fund which remains in the Restoration Fund upon the completion of Restoration shall be
paid to Landlord, excepting excess funds paid by Tenant to Trustee in accordance with the preceding
sentence, which funds shall be returned to Tenant. For purposes of determining the source of funds
with respect to the disposition of funds remaining after the completion of Restoration, the Net
Proceeds or the Restoration Award shall be deemed to be disbursed prior to any amount added by
Tenant.



16. Subordination to Financing.



(a) This Lease shall be subject and subordinate at all times to the lien, operation, and
effect of any Mortgage now or hereafter placed upon the Leased Premises unless the Lender elects to
have Tenant’s interest hereunder superior to the interest of the mortgagee or holder of such deed
of trust. This subordination provision shall be self-operative and no further instrument of
subordination shall be required. Tenant agrees to execute any documents necessary, subsequent to
the execution of this Lease, which are required to effect such subordination.



(b) If Landlord assigns this Lease or the rents hereunder to a Lender as security for a debt,
Tenant shall, after notice of such assignment and upon demand by Landlord or the Lender, pay all
sums thereafter becoming due Landlord hereunder to such Lender until further notice from such
Lender. Upon receipt of such notice, Tenant shall have all policies of insurance required
hereunder endorsed so as to protect the Lender’s interest as it may appear and shall deliver such
policies, or certificates thereof, to the assignee.



(c) Tenant agrees that a copy of any notice of default from Tenant to Landlord shall also be
sent to any Lender, and Tenant shall allow such Lender a reasonable time, not to exceed ninety (90)
days from the receipt of such notice, to cure, or cause to be cured, any such default.



(d) Notwithstanding anything herein to the contrary, Landlord shall exercise commercially
reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”)
from any current or future Lender, in such Lender’s then-current form for such SNDA, providing
that, so long as Tenant is not in default under this Lease or there is no Event of Default
continuing under any Loan Document beyond any applicable cure period, Lender shall not terminate or
seek to terminate this Lease, in a foreclosure action or otherwise at any time that Landlord, under
the terms of this Lease, is not permitted to terminate this Lease.



(e) Neither Tenant nor any successor, assignee, sublessee, sub-franchisee or transferee of
Tenant may execute or deliver to any creditor a leasehold mortgage encumbering Tenant’s interest in
the leasehold estate in and to the Leased Premises or this Lease or such sublessee’s or
sub-franchisee’s interest under any sublease or franchise agreement without Landlord’s and Lender’s
prior written consent.



17. Assignment, Subleasing.



(a) Assignment by Tenant.



(i) Except as set forth in Paragraph 18(a) below and subject to the terms of any Prime Lease,
if any, Tenant may not assign its interest in this Lease, in whole or in part, or sublet the Leased
Premises, in whole or in part, or mortgage, pledge or otherwise encumber its interest in this Lease
or its leasehold estate in the Leased Premises, without the prior written consent of Landlord,
which consent shall not be unreasonably withheld, conditioned or delayed, and any attempt to do so
without obtaining such prior written consent shall be void and of no force or legal effect.



(ii) Upon the occurrence and during the continuance of an Event of Default under this Lease,
Landlord shall have the right to collect and enjoy all rents and other sums of money payable under
any permitted sublease of the Leased Premises, and Tenant hereby irrevocably and unconditionally
assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not
before) the occurrence and during the continuance of an Event of Default.



(iii) Notwithstanding any assignment, Tenant shall at all times remain fully, primarily, and
directly responsible and liable for the payment of all Rent herein specified and for compliance
with all of Tenant’s other obligations under this Lease. No direct collection by Landlord from any
such assignee, sublessee, or other occupant shall be construed to constitute a novation or a
release of Tenant from the performance of its obligations hereunder.



(iv) If Tenant is a corporation or limited liability company, then any transfer whether in one
transaction or a series of transactions of this Lease from Tenant by merger, consolidation or
dissolution or any change in ownership or power to vote a majority of the voting stock or
membership interests in Tenant outstanding at the time of execution of this instrument (or at any
future time) shall constitute an assignment for the purpose of this Lease. If Tenant is a general
partnership having one or more corporations, limited liability companies or other entities as
partners or if Tenant is a limited partnership (of any variety) having one or more corporations,
limited liability companies or other entities as general partners, the provisions of the preceding
sentence shall apply to each of such corporations, limited liability companies or other entities as
if such corporation, limited liability company or other entity alone had been the Tenant hereunder.
If Tenant is a general partnership, then the transfer whether in one transaction or a series of
transactions of a majority of the partnership interest of Tenant as existing at the time of
execution of this instrument (or at any future time) shall constitute an assignment for the purpose
of this Lease. If Tenant is a limited partnership, then the assignment whether in one transaction
or a series of transactions of all or any portion of the interest of a general partner of Tenant
shall constitute an assignment for the purpose of this Lease. If Tenant is another type of entity,
then any change in the power to control such entity shall constitute an assignment for the purposes
of this Lease. In the event of a Tenant with a multi-tiered organizational structure, the
provisions of this Paragraph 17(a)(iv) shall be liberally construed to be applicable to all
entities with a direct or indirect ownership interest in the ownership hierarchy of Tenant.



(v) Except as set forth in Paragraph 18(a) below, if Tenant requests Landlord’s consent to an
assignment of this Lease or a sublease of all or a part of the Leased Premises, Landlord shall have
the option (to be exercised within thirty (30) days from submission of Tenant’s written request) to
cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the
commencement date stated in the above-mentioned proposed assignment or sublease. If Landlord
elects to cancel this Lease as stated, then the Term of this Lease, and the tenancy and occupancy
of the Leased Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end
with respect to that portion of the Leased Premises so transferred as if the cancellation date were
the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges
which are the responsibility of Tenant hereunder with respect to that portion of the Leased
Premises so transferred and Tenant shall, at its own cost and expense, discharge in full any
outstanding commission obligation of Landlord with respect to this Lease, or any part hereof so
cancelled. Thereafter Landlord may lease the Leased Premises to the prospective transferee without
liability to Tenant.



(vi) Concurrently with Tenant’s notice of any request for consent to a an assignment or
subletting, Tenant shall pay to Landlord a fee of $1,000.00 to defray Landlord’s expenses in
reviewing such request and Tenant shall also reimburse Landlord immediately upon request for its
reasonable attorney’s fees incurred in connection with any such request.



(vii) Notwithstanding any provision of this Lease (including, without limitation, Paragraph
17(a) or Paragraph 18 below) to the contrary, under no circumstances shall this Lease be assigned
(or deemed assigned pursuant to Paragraph 17(a)(iv) above) by Tenant, in whole or in part, such
that, as a result thereof, the representations and warranties of Tenant contained in Paragraph 34
of this Lease shall be or become untrue or inaccurate in any respect, and any attempt by Tenant to
do so shall be void and of no force or legal effect.



(b) Assignment by Landlord. Landlord may assign its interest in this Lease, in whole
or in part, without the prior written consent of Tenant.



18. Sub-Franchises.



(a) Notwithstanding the provisions of Paragraph 17(a) above but subject to Landlord’s rights
under Paragraph 23(b) below, Tenant may, without obtaining Landlord’s consent, enter into
subleases, sub-franchise agreements or other agreements with reputable, qualified operators (as
determined by Tenant in its reasonable business judgment) for the Leased Premises provided that
Tenant shall endeavor to provide Landlord and Lender with thirty (30) days prior written notice
(but in no event less than ten (10) business days prior written notice) of any such subleases,
sub-franchise agreements or other agreements. Such subleases, sub-franchise agreements or other
agreements may include operators of the Leased Premises for the retail sale of fuel to motor
vehicles and/or operators for related or incidental uses at the Leased Premises such as restaurant
or food services (for example Dunkin’ Donuts, Subway, etc.). Tenant hereby covenants and agrees to
observe, perform and use commercially reasonable efforts to enforce the obligations under any and
all subleases, sub-franchise agreements and other agreements affecting any portion of the Leased
Premises.



(b) Tenant shall not be relieved of its obligations under Paragraphs 4(a), 4(b), 8(b), 9(a),
11(a), 11(b), 11(c), 12(a), 12(b), 14 and 29 as a result of a sublease, sub-franchise agreement or
other agreements made pursuant to Paragraph 18(a) above, but to the extent that subtenants or
sub-franchisees are in possession of the Leased Premises, Tenant shall be deemed to be in
compliance with its obligations under Paragraphs 4(a), 4(b), 8(b), 9(a), 11(a), 11(b), 11(c),
12(a), 12(b), 14 and 29 of this Lease provided that Tenant enforces the terms of this Lease and any
sublease or any sub-franchise agreement so as to cause such subtenants and sub-franchisees to
comply with the terms and conditions of this Lease including, without limitation, Tenant’s
obligations under Paragraphs 4(a), 4(b), 8(b), 9(a), 11(a), 11(b), 11(c), 12(a), 12(b), 14 and 29
of this Lease.



19. Permitted Contests.



(a) Tenant shall have the right to contest, in good faith and at its expense, the existence,
the amount or the validity thereof, the amount of the damages caused thereby, or the extent of its
or Landlord’s liability therefor, by appropriate proceedings which shall operate during the
pendency thereof to prevent (A) the collection of, or other realization upon, the Imposition or
lien so contested, (B) the sale, forfeiture or loss of the Leased Premises, any Basic Rent or any
Additional Rent to satisfy the same or to pay any damages caused by the violation of any such Legal
Requirement or by any such violation, (C) any interference with the use or occupancy of the Leased
Premises, (D) any interference with the payment of any Basic Rent or any Additional Rent, and (E)
the cancellation of any fire or other insurance policy. Nothing herein shall discharge or excuse
Tenant from payment or performance of its obligations under this Lease, any Loan Documents or Legal
Requirements. Tenant shall at all times comply with all Legal Requirements in connection with such
contest, including, without limitation, any and all requirements to post a bond or other security,
and any and all requirements to pay the amount of such Impositions in advance of such contest.



(b) In no event shall Tenant pursue any contest with respect to any Imposition, Legal
Requirement, lien, or violation, referred to above in such manner that exposes Landlord or Lender
to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for
which Tenant has not made provisions reasonably acceptable to Landlord and Lender, or (iii)
defeasance of its interest in the Leased Premises.



(c) Tenant agrees that each such contest shall be promptly and diligently prosecuted to a
final conclusion, except that Tenant shall have the right to attempt to settle or compromise such
contest through negotiations. Tenant shall pay and save Landlord and Lender harmless against any
and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and
expenses) in connection with any such contest and shall, promptly after the final determination of
such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or
imposed or be determined to be payable therein or in connection therewith, together with all
penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all
acts the performance of which shall be ordered or decreed as a result thereof.



20. Conditional Limitations; Default Provisions.



(a) The occurrence of any one or more of the following events (any such event being specified
herein as a “failure” or “default”) shall constitute an Event of Default under this Lease: (i) a
failure by Tenant to make (regardless of the pendency of any bankruptcy, reorganization,
receivership, insolvency or other proceedings, in law, in equity or before any administrative
tribunal which had or might have the effect of preventing Tenant from complying with the provisions
of this Lease): (x) any payment of Basic Rent which continues unremedied for a period of ten (10)
business days after written notice (“Nonpayment Notice”) thereof is given to Tenant by Landlord
(provided, however, that after Landlord has given Tenant a Nonpayment Notice on two (2) prior
occasions during any twelve (12) month period, Landlord shall not be required to give Tenant a
Nonpayment Notice for any subsequent failure during such twelve (12) month period), or (y) any
payment of Additional Rent or other sum herein required to be paid by Tenant which continues
unremedied for a period of thirty (30) days after a Nonpayment Notice is given to Tenant by
Landlord (provided, however, that after Landlord has given Tenant a Nonpayment Notice on two (2)
prior occasions during any twelve (12) month period, Landlord shall not be required to give Tenant
a Nonpayment Notice for any subsequent failure during such twelve (12) month period); (ii) subject
to Paragraph 18(b) above, failure by Tenant to perform and observe, or a violation or breach of,
any other provision in this Lease and such default shall continue for a period of thirty (30) days
after written notice thereof is given by Landlord to Tenant or if such default is of such a nature
that it cannot reasonably be cured within such period of thirty (30) days, such period shall be
extended for such longer time as is reasonably necessary not to exceed ninety (90) days in the
aggregate, provided that Tenant has commenced to cure such default within said period of thirty
(30) days and is actively, diligently and in good faith proceeding with continuity to remedy such
default; (iii) Tenant shall (A) voluntarily be adjudicated as bankrupt or insolvent, (B)
voluntarily consent to the appointment of a receiver or trustee for itself or for the Leased
Premises, (C) voluntarily file a petition seeking relief under the bankruptcy or other similar laws
of the United States, any state or any jurisdiction, or (D) voluntarily file a general assignment
for the benefit of creditors; (iv) a court shall enter an order, judgment or decree appointing,
with the voluntary consent of Tenant, a receiver or trustee for Tenant or for the Leased Premises
or approving a petition filed against Tenant which seeks relief under the bankruptcy or other
similar laws of the United States or any State, and such order, judgment or decree shall remain in
force, undischarged or unstayed, ninety (90) business days after it is entered; (v) Tenant shall
in any insolvency proceedings be liquidated or dissolved or shall voluntarily commence proceedings
towards its liquidation or dissolution; (vi) the estate or interest of Tenant in the Leased
Premises shall be levied upon or attached in any proceeding and such estate or interest is about to
be sold or transferred or such process shall not be vacated or discharged within ninety (90)
business days after such levy or attachment; or (vii) the representations and warranties of Tenant
contained in Paragraph 34 of this Lease shall be or become untrue or inaccurate in any respect.
The foregoing notwithstanding, Lender and its successors, assigns and purchasers shall have no
obligation to give Tenant any Nonpayment Notice with respect to any payment default under the terms
of this Lease. If Lender or its successor, assigns or purchasers have succeeded to the interests
of Landlord under this Lease, Tenant shall be in default (i) in the payment of Basic Rent if such
payment of Basic Rent remains unpaid for a period of ten (10) days after the applicable Basic Rent
Payment Date and (ii) with respect to the payment of Additional Rent is not paid within thirty (30)
days after the date which such Additional Rent is due and payable.



(b) If any Event of Default shall have occurred, Landlord shall have the right at its option,
then or at any time thereafter, during the continuance of such Event of Default, to do any one or
more of the following without demand upon or (except as provided in this Paragraph 20(b)) notice to
Tenant:



(i) Landlord may terminate this Lease effective on a date specified in a notice to Tenant.
Upon the date therein specified, the Term and the estate hereby granted and all rights of Tenant
hereunder shall expire and terminate as if such date were the date herein above fixed for the
expiration of the Term, but Tenant shall remain liable for all its obligations hereunder through
the date herein above fixed for the expiration of the Term, including its liability for Basic Rent
and Additional Rent as hereinafter provided.



(ii) Landlord may, whether or not the Term of this Lease shall have been terminated pursuant
to clause (i) above, give Tenant notice (following the occurrence of an Event of Default) to
surrender the Leased Premises to Landlord on a date specified in such notice, at which time Tenant
shall surrender and deliver possession of the Leased Premises to Landlord. Upon or at any time
after taking possession of the Leased Premises, Landlord may remove any persons or property
therefrom. Landlord shall be under no liability for or by reason of any such entry, repossession
or removal. No such entry or repossession shall be construed as an election by Landlord to
terminate this Lease unless Landlord gives a written notice of such intention to Tenant pursuant to
clause (i) above.



(iii) After repossession of the Leased Premises pursuant to clause (ii) above, whether or not
this Lease shall have been terminated pursuant to clause (i) above, Landlord shall use commercially
reasonable efforts to relet the Leased Premises or any part thereof to such tenant or tenants for
such term or terms (which may be greater or less than the period which would otherwise have
constituted the balance of the Term) for such rent, on such conditions (which may include
concessions or free rent) and for such uses as Landlord, in its reasonable discretion, may
determine; and Landlord shall collect and receive any rents payable by reason of such reletting.
The rents received on such reletting shall be applied (A) first to the reasonable and actual
expenses of such reletting and collection, including without limitation necessary renovation and
alterations of the Leased Premises, reasonable and actual attorneys’ fees and any reasonable and
actual real estate commissions paid, and (B) thereafter toward payment of all sums due or to become
due Landlord hereunder. If a sufficient amount to pay such expenses and sums shall not be realized
or secured, then Tenant shall pay Landlord any such deficiency monthly, and Landlord may bring an
action therefor as such monthly deficiency shall arise. Landlord shall not, in any event, be
required to pay Tenant any sums received by Landlord on a reletting of the Leased Premises in
excess of the rent provided in this Lease, but such excess shall reduce any accrued present or
future obligations of Tenant hereunder. Landlord’s re-entry and reletting of the Leased Premises
without termination of this Lease shall not preclude Landlord from subsequently terminating this
Lease as set forth above. Landlord may make such Alterations as Landlord in its reasonable
discretion may deem advisable. Tenant agrees to pay Landlord, as Additional Rent, immediately upon
demand, all reasonable expenses incurred by Landlord in obtaining possession, in performing
Alterations and in reletting the Leased Premises, including reasonable fees and commissions of
attorneys, architects, agents and brokers.



(iv) If Tenant shall fail to make payment of any installment of Basic Rent or any Additional
Rent on or before the date when each such payment is due and such failure continues unremedied for
a period of ten (10) days (in the case of Basic Rent) or twenty (20) days (in the case of
Additional Rent) after a Nonpayment Notice is given to Tenant by Landlord or Lender or Lender’s
designee, Tenant shall pay to Landlord, a sum equal to two (2%) percent per annum above the then
current Prime Rate, as hereinafter defined, of the amount unpaid (the “Default Rate”) computed from
the date such payment of Basic Rent or Additional Rent was due to and including the date of
payment. The term “Prime Rate” shall mean the prime rate of interest published in the Wall Street
Journal or its successor, from time to time.



(v) Landlord may exercise any other right or remedy now or hereafter existing by law or in
equity.



(c) At any time after such expiration or sooner termination of this Lease pursuant to this
Paragraph 20 or pursuant to Law or if Landlord shall have reentered the Leased Premises, as the
case may be, whether or not Landlord shall have recovered any amounts under Paragraph 20(b)(iii),
Landlord shall be entitled to recover from Tenant and Tenant shall pay to Landlord, on demand, the
amount by which the Basic Rent, and all Additional Rent reserved hereunder for the unexpired
portion of the Term demised herein as if this Lease had not expired or been terminated exceeds the
then fair and reasonable rental value of the Leased Premises for the same period, discounted to
present worth at the annual rate of eight percent (8%), minus any such monthly deficiencies
previously recovered from Tenant under Paragraph 20(b)(iii) if applicable to such period.



(d) After an Event of Default by Tenant, Landlord may recover from Tenant from time to time
and Tenant shall pay to Landlord upon demand, whether or not Landlord has relet the Leased Premises
or terminated this Lease, (i) such expenses as Landlord may incur in recovering possession of the
Leased Premises, terminating this Lease, placing the Leased Premises in good order and condition
and altering or repairing the same for reletting; and (ii) all other costs and expenses (including
brokerage commissions and legal fees) paid or incurred by Landlord in exercising any remedy or as a
result of the Event of Default by Tenant.



(e) If any Law governing a proceeding in which the damages provided for in Paragraph 20(c) are
to be proved shall validly limit the amount thereof to an amount less than the amount above agreed
upon, Landlord shall be entitled to the maximum amount allowable under such Law.



21. Cross Defaults. An Event of Default beyond any applicable notice or grace period
under the Supply Agreement with respect to one or more Leased Premises shall, at the option of
Landlord, be an Event of Default under this Lease with respect to such Leased Premises.



22. Additional Rights of Landlord and Tenant.



(a) No right or remedy conferred upon or reserved to Landlord in this Lease is intended to be
exclusive of any other right or remedy; and each and every right and remedy shall be cumulative and
in addition to any other right or remedy contained in this Lease or available at law or in equity.
No delay or failure by Landlord, any Parent Entity or Tenant to enforce its rights under this Lease
shall be construed as a waiver, modification or relinquishment thereof. In addition to the other
remedies provided in this Lease, Landlord, any Parent Entity and Tenant shall be entitled, to the
extent permitted by applicable law, to injunctive relief in case of the violation or attempted or
threatened violation of any of the provisions of this Lease, or to specific performance of any of
the provisions of this Lease. The specified Events of Default are not intended to be exclusive and
Landlord and/or any Parent Entity may invoke any additional remedies and/or rights which it may
have at law or in equity, including, without limitation, the right to bring a “chronic non-payment”
action.



(b) Tenant hereby waives and surrenders for itself and all those claiming under it, including
creditors of all kinds, any right and privilege which it or any of them may have under any present
or future Law to redeem the Leased Premises or to have a continuance of this Lease after
termination of this Lease or of Tenant’s right of occupancy or possession pursuant to any court
order or any provision hereof.



(c) Each party agrees to pay to the other party any and all reasonable costs and expenses
incurred by the other party in connection with any litigation or other action instituted by any
party to enforce the obligations of any party under this Lease, to the extent that the party
demanding such payment has prevailed in any such litigation or other action. Any amount payable by
Tenant pursuant to this Paragraph 22(c) shall be due and payable by Tenant to Landlord as
Additional Rent. As used in this Paragraph, “costs and expenses” shall include, without
limitation, reasonable attorneys’ fees at trial, on appeal and on any petition for review, and in
any proceeding in bankruptcy, in addition to all other sums provided by Law.



(d) No beneficiary, limited partner, shareholder, director, officer, member, manager,
employer, employee or incorporator of Tenant is personally liable for Tenant’s obligations
hereunder, and Landlord and/or any Parent Entity shall look only to the assets of Tenant, and not
to any assets of any beneficiary, limited partner, shareholder, director, officer, member, manager,
employer, employee or incorporator of Tenant. Notwithstanding any provision in this Lease to the
contrary, except to the extent of its interest in the Leased Premises, no beneficiary, limited
partner, shareholder, director, officer, member, manager, employer, employee or incorporator of
Tenant, shall have any personal liability for any claim arising under or otherwise in connection
with this Lease; provided, however, that nothing contained in this Paragraph shall be construed as
impairing in any manner (i) the validity of the obligations imposed on Tenant under this Lease,
(ii) the rights of Landlord and/or any Parent Entity to seek recourse to the Leased Premises or any
part thereof, or (iii) the rights of Landlord and/or any Parent Entity (1) to bring suit in equity
for specific performance of the obligations of Tenant hereunder or (2) to name Tenant or any
transferee of any interest in the Leased Premises as a party defendant in an action or suit or in
the exercise of any other remedy under this Lease.



(e) No beneficiary, limited partner, shareholder, director, officer, member, manager,
employer, employee or incorporator of Landlord or any Parent Entity is personally liable for
Landlord’s or any Parent Entity’s obligations hereunder, and Tenant shall look only to Landlord’s
and/or any Parent Entity’s interest in the Leased Premises and any other security specified herein,
and not to any other assets of any beneficiary, limited partner, shareholder, director, officer,
member, manager, employer, employee or incorporator of Landlord or any Parent Entity.
Notwithstanding any provision in this Lease to the contrary, except to the extent of its interest
in the Leased Premises, no beneficiary, limited partner, shareholder, director, officer, member,
manager, employer, employee or incorporator of Landlord or any Parent Entity, shall have any
personal liability for any claim arising under or otherwise in connection with this Lease;
provided, however, that nothing contained in this Paragraph shall be construed as impairing in any
manner (i) the validity of the obligations imposed on Landlord or any Parent Entity under this
Lease, (ii) the rights of Tenant to seek recourse to the Leased Premises or any part thereof, or
(iii) the rights of Tenant (1) to bring suit in equity for specific performance of the obligations
of Landlord or any Parent Entity hereunder or (2) to name Landlord or any Parent Entity or any
transferee of any interest in the Leased Premises as a party defendant in an action or suit or in
the exercise of any other remedy under this Lease.



(f) If Tenant, any Parent Entity or Landlord, as the result of any (i) strikes, lockouts, or
labor disputes, (ii) inability to obtain labor or materials, or reasonable substitutes thereof,
(iii) acts of God, governmental action, civil commotion, fire or other casualty, or (iv) any other
cause beyond the reasonable control of the party in question, excluding inability to obtain
financing or receive the proceeds thereof or other financial inability, fails punctually to perform
any construction, repair, maintenance or other non-monetary obligation on its part to be performed
under this Lease, then such failure shall not constitute a default under this Lease and the period
provided for performance of such obligation shall be extended for such period as is equal to the
period of the delay occasioned by the applicable event described above. For avoidance of doubt,
this Paragraph does not apply to the payment of money.



23. Property Severance and Recapture.



(a) With respect to a Leased Premises, at any time prior to the date which is the fifth (5th)
anniversary of the Commencement Date for such Leased Premises and upon no less than 30 days prior
notice to Landlord, Tenant shall have the right to sever up to seven percent (7%) of all Leased
Premises during each Master Lease Year, and require such Leased Premises to be severed, from this
Lease, pursuant to the terms of this Lease. Such notice shall identify the Leased Premises to be
so severed and the date of severance (the “Severance Date”). Tenant shall only have the right to
sever up to seven percent (7%) of all Leased Premises during each Master Lease Year. The number of
Leased Premises that may be severed by Tenant shall be cumulative; thus, if Tenant severs less than
seven percent (7%) of all Leased Premises in the first Master Lease Year, then the number of Leased
Premises not severed in the first Master Lease Year shall be added to the second Master Lease Year
and so on. The cumulative nature of Tenant’s severance rights shall continue with each successive
Master Lease Year until such rights end at the fifth (5th) anniversary of the Commencement Date for
any Leased Premises. If a Leased Premises is severed in accordance with this Paragraph, the
Severance Date shall become the Expiration Date for the subject severed Leased Premises.



(b) With respect to a Leased Premises, at any time prior to the date which is the fifth (5th)
anniversary of the Commencement Date for such Leased Premises and upon no less than 30 days prior
notice to Tenant, Landlord shall have the right to recapture up to five percent (5%) of all Leased
Premises, and require that such recaptured Leased Premises be severed from this Lease, pursuant to
the terms of this Lease, such notice shall identify the Leased Premises to be so severed and the
date of recapture (the “Recapture Date”). Landlord shall only have the right to recapture up to
five percent (5%) of all Leased Premises during each Master Lease Year. The number of Leased
Premises that may be recaptured by Landlord shall be cumulative; thus, if Landlord recaptures less
than five percent (5) of all Leased Premises in the first Master Lease Year, then the number of
Leased Premises not recaptured in the first Master Lease Year shall be added to the second Master
Lease Year. The cumulative nature of Landlord’s recapture rights shall continue with each
successive Master Lease Year until such rights end at the fifth (5th) anniversary of the
Commencement Date for any Leased Premises. If Landlord elects to recapture a Leased Premises, the
Recapture Date shall become the Expiration Date for the subject recaptured Leased Premises.



24. Notices. All notices, demands, requests, consents, approvals, offers, statements
and other instruments or communications required or permitted to be given pursuant to the
provisions of this Lease (collectively “Notice” or “Notices”) shall be in writing and shall be
deemed to have been given for all purposes (i) three (3) days after having been sent by United
States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed
to the other party at its address as stated below, or (ii) one (1) day after having been sent by
Federal Express, United Parcel or other nationally recognized air courier service.



To the Addresses stated below:



If to Landlord:




645 W. Hamilton Street, Suite 500


Allentown, PA 18101


Attn: Director of Real Estate




with a copy to:




Lehigh Gas Wholesale Services, Inc.


645 W. Hamilton Street, Suite 500


Allentown, PA 18101


Attn: Director of Real Estate



If to Tenant:




Lehigh Gas — Ohio, LLC


645 W. Hamilton Street, Suite 500


Allentown, PA 18101




Attn: President



If any Lender shall have advised Tenant by Notice in the manner aforesaid that it is the
holder of a Mortgage and states in said Notice its address for the receipt of Notices, then
simultaneously with the giving of any Notice by Tenant to Landlord, Tenant shall send a copy of
such Notice to Lender in the manner aforesaid. Tenant shall also provide Notices to the landlord
under any Prime Lease if such landlord requires such Notices, and in the manner required by such
landlord. For the purposes of this Paragraph 24, any party may substitute its address by giving
fifteen (15) days’ notice to the other party in the manner provided above. Any Notice may be given
on behalf of any party by its counsel.



25. Estoppel Certificates. With respect to any Leased Premises under this Lease, any
party shall at any time and from time to time, upon not less than ten (10) days’ prior written
request by another party or the Lender, execute, acknowledge and deliver to the other parties a
statement in writing, certifying (i) that this Lease, with respect to such Leased Premises, is
unmodified and in full effect (or, if there have been modifications, that this Lease is in full
effect as modified, setting forth such modifications), (ii) the dates to which Basic Rent, payable
hereunder has been paid, (iii) that to the knowledge of the signer of such certificate no default
by either Landlord or Tenant exists hereunder or specifying each such default of which the signer
may have knowledge, (iv) the remaining Term, (v) (as to Tenant’s certificate only) that to the
knowledge of the signer of such certificate, there are no proceedings pending or threatened against
such party before or by any court or administrative agency which if adversely decided would
materially and adversely affect the financial condition and operations of such party or if any such
proceedings are pending or threatened to said signer’s knowledge, specifying and describing the
same , and (vi) such other matters as may reasonably be requested by the party requesting the
certificate. It is intended that any such statements may be relied upon by Lender, and any
statement by a party may be relied upon by the recipient of such statements by Tenant or their
assignees or by any prospective purchaser, assignee or subtenant of the Leased Premises.



26. Surrender and Holding Over.



(a) Upon the Expiration or earlier termination of this Term with respect to a Leased Premises,
Tenant shall peaceably leave and surrender such Leased Premises (except as to any portion thereof
with respect to which this Lease has previously terminated) to Landlord in the same condition in
which the same existed as of the Commencement Date, ordinary wear and tear and permitted
Alterations excepted. Tenant shall remove from the Leased Premises on or prior to such expiration
or earlier termination, the Trade Fixtures and personal property which is owned by Tenant or third
parties other than Landlord, and Tenant at its expense shall, on or prior to such expiration or
earlier termination, repair any damage caused by such removal. Trade Fixtures and personal
property not so removed at the end of the Term or within thirty (30) days after the earlier
termination of the Term for any reason whatsoever shall become the property of Landlord, and
Landlord may thereafter cause such property to be removed from the Leased Premises. The reasonable
cost of removing and disposing of such property and repairing any damage to the Leased Premises
caused by such removal shall be borne by Tenant. Landlord shall not in any manner or to any extent
be obligated to reimburse Tenant for any property which becomes the property of Landlord as a
result of such expiration or earlier termination.



(b) Any holding over by Tenant of the Leased Premises after the expiration or earlier
termination of the Term of this Lease or any extensions thereof, with the consent of Landlord,
shall operate and be construed as tenancy at sufferance only, terminable by Landlord as permitted
by law. Basic Rent during such holdover shall be one hundred fifty percent (150%) of the Basic
Rent owed during the immediately preceding Lease Year (or such greater amount payable pursuant to
any Prime Lease for any holding over at the Leased Premises), and upon the same terms and
conditions as contained in this Lease. Notwithstanding the foregoing, any holding over without
Landlord’s consent shall entitle Landlord, in addition to collecting Basic Rent at a rate of one
hundred fifty percent (150%) thereof (or such greater amount payable pursuant to any Prime Lease
for any holding over at the Leased Premises), to exercise all rights and remedies provided by law
or in equity, including the remedies of Paragraph 20(b), or under any applicable Prime Lease.



27. No Merger of Title. There shall be no merger of this Lease nor of the leasehold
estate created by this Lease with the fee estate in or ownership of the Leased Premises by reason
of the fact that the same person, corporation, firm or other entity may acquire or hold or own,
directly or indirectly, (a) this Lease or the leasehold estate created by this Lease or any
interest in this Lease or in such leasehold estate and (b) the fee estate or ownership of the
Leased Premises or any other leasehold interest therein or any interest in such fee estate or
ownership or leasehold estate. No such merger shall occur unless and until all persons,
corporations, firms and other entities having any interest in (i) this Lease or the leasehold
estate created by this Lease and (ii) the fee estate in or ownership of the Leased Premises or
other leasehold interest thereunder or any part thereof sought to be merged shall join in a written
instrument effecting such merger and shall duly record the same.



28. Definition of Landlord.



(a) Anything contained herein to the contrary notwithstanding, any claim based on or in
respect of any liability of Landlord under this Lease shall be enforced only against the Landlord’s
interest in the individual Leased Premises and shall not be enforced against the Landlord
individually or personally or against any officer, director, member, shareholder or partner of
Landlord. Because there may be different Landlords (as designated on Schedule 1 for each
individual Leased Premises), any such claim or liability of Landlord under this Lease shall only
apply to the Landlord for the individual Leased Premises affected by, or relating to, such claim or
liability.



(b) The term “Landlord” as used in this Lease so far as covenants or obligations on the part
of Landlord are concerned, shall be limited to mean and include only the owner or owners of the
individual Leased Premises or holder of the Mortgage in possession at the time in question of that
Leased Premises (and, to the extent that Landlord is comprised of more than one owner, the
obligation and liabilities of the Landlord under this Lease shall be several) and in the event of
any transfer or transfers of the title of any Leased Premises, the Landlord herein named (and in
case of any subsequent transfers or conveyances, the then grantor) shall be automatically freed and
relieved from and after the date of such transfer and conveyance of all personal liability as
respects the performance of any covenants or obligations on the part of Landlord contained in this
Lease thereafter to be performed.



(c) For purposes of this Lease, Lehigh Gas Wholesale Services, Inc. shall be deemed the agent
of the Landlord and wherever the consent of the Landlord, or notice to or from the Landlord, as the
case may be, is required under this Lease, the consent of Lehigh Gas Wholesale Services, Inc., or
notice to or from Lehigh Gas Wholesale Services, Inc., as the case may be, shall satisfy such
requirement.



(d) If an individual Leased Premises is identified as “Bifurcated” on Schedule 1, then Lehigh
Gas Wholesale Services, Inc. shall be deemed as the Landlord with respect to the Equipment for that
Leased Premises (“Equipment Landlord”). Therefore, all rights and obligations of the Landlord
under this Lease, with respect to Equipment, shall not apply to the Landlord, but shall apply to
the Equipment Landlord. Similarly, all duties owed by Tenant under this Lease, with respect to the
Equipment, shall be owed by the Tenant to the Equipment Landlord, as opposed to the Landlord,
including the payment of rent associated with the assessed value of the Equipment (“Equipment
Rent”). Accordingly, all terms of this Lease shall apply to Equipment Landlord and Tenant, as if
they were Landlord and Tenant under the Lease Agreement, with respect to all terms therein. For any
Leased Premises identified as “Bifurcated”, the Rent shall be allocated to “Rent” and “Equipment
Rent” as mutually determined by Landlord and Equipment Landlord listed on Schedule 1. Tenant
shall pay rent allocated to the Equipment, as identified on Schedule 1, to Equipment Landlord for
the Leased Equipment, in accordance with the terms for the Payment Rent under this Lease.



29. Hazardous Substances.



(a) Subject to the requirements of Paragraph 29(b) below, Tenant agrees that it will not on,
about, or under the Leased Premises, generate, store, release, treat or dispose of any Hazardous
Materials; but the foregoing shall not prevent the use, generation or storage of any Hazardous
Materials, consistent with the Permitted Use identified in Paragraph 4(a), so long as the same is
in accordance with applicable Environmental Laws. Tenant represents, warrants and covenants that
it will at all times during the Term comply with all applicable federal, state or local Laws, rules
or regulations governing Hazardous Materials, including, without limitation, applicable federal and
state statutes governing underground storage tanks (“Tank Acts”). “Hazardous Materials” as used
herein shall mean all petroleum crude oil or any fraction thereof, waste oil, lubricating oil,
gasoline, diesel fuel, petroleum, hydrocarbons, polychlorinated biphenyls (PCBs), asbestos,
asbestos-containing materials and/or products, urea formaldehyde, or any substances which are
classified as “hazardous” or “toxic” under the Comprehensive Environmental Response, Compensation
and Liability Act, as amended 42 U.S.C. § 9601, et. seq.; hazardous waste as defined
under the Solid Waste Disposal Act, as amended 42 U.S.C. § 6901 et seq.; air pollutants regulated
under the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq.; pollutants as defined under
the Clean Water Act, as amended, 33 U.S.C. § 1251, et seq., any pesticide as defined by
Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7 U.S.C. § 136, et seq.,
any hazardous chemical substance or mixture or imminently hazardous substance or mixture regulated
by the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq., any substance
listed in the United States Department of Transportation Table at 45 CFR l72.101; any chemicals
included in regulations promulgated under the above listed statutes; any explosives, radioactive
material, and any chemical or other substance regulated by federal, state or local statutes similar
to the federal statutes listed above and regulations promulgated under such federal, state or local
statutes. “Environmental Law” as used herein shall mean any law now or hereafter in effect in any
way related to the protection of human health, the environment or natural resources, including the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et
seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), the Clean
Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.),
and their state counterparts and regulations promulgated pursuant thereto, as each has been or may
be amended.



(b) In the event of a release of Hazardous Materials on, about, or under the Leased Premises
to the extent caused by Tenant’s acts or omissions, and to the extent required by applicable
Environmental Laws, Tenant shall remove and/or remediate any Hazardous Materials released in, on or
under the Leased Premises during the Term. In addition to, and without limiting Paragraph 10 of
this Lease, Tenant shall and hereby does agree to defend, indemnify and hold Landlord, any Parent
Entity and Lender and their respective officers, directors, shareholders, partners, beneficial
owners, trustees, members, managers and employees, harmless from and against any and all causes of
actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties,
expenses, fees, claims, costs (including response and remedial costs), and liabilities, including,
but not limited to, reasonable attorneys’, consultants’ and experts’ fees and costs of litigation,
arising out of or in any manner connected with (i) any violation during the Term of any applicable
Environmental Law with respect to the Leased Premises, caused by Tenant’s acts or omissions,
Tenant’s occupancy of the Leased Premises, or Tenant’s use of Equipment, including Landlord
Equipment, on the Leased Premises during the Term; (ii) the release or threatened release of or
failure to remove or remediate, as required by this Paragraph 29, Hazardous Materials which first
occur during the Term at the Leased Premises or any portion or portions thereof, including, but not
limited to, the exacerbation of any past release which first occurred prior to the Term; and (iii)
Tenant’s use, sale or storage during the Term of Hazardous Materials at the Leased Premises,
including, but not limited to, in underground storage tanks, except to the extent that any such
causes of actions, suits, demands, judgments, losses, damages, penalties, expenses, fees, claims,
costs and liabilities arise from or in connection with Landlord Equipment, and to the extent not
caused by the acts or omissions of Tenant.



(c) Tenant shall (i) provide Landlord with a copy of all permits or other approvals obtained
with respect to Environmental Laws and (ii) shall promptly notify Landlord and Lender of the
release or threatened release of any Hazardous Substances at, in, on, under or from the Leased
Premises or the receipt by Tenant of any citations or notices of the investigation into, violation
or possible violation of any Environmental Laws in connection with the Leased Premises.



(d) Tenant shall permit such persons as Landlord may designate (“Site Reviewers”) to visit the
Leased Premises and perform environmental site investigations and assessments (“Site Assessments”)
on the Leased Premises for determining whether any of the provisions of this Paragraph have been
violated by Tenant. The reasonable out-of-pocket cost incurred by Landlord in connection with
performing all Site Assessments shall be paid by Tenant if Tenant is found to have violated its
obligations under this Paragraph 29. Tenant shall also pay all other costs associated with
remediating any Contamination for which Tenant is responsible hereunder.



30. Entry by Landlord. Landlord and its authorized representatives shall have the
right upon reasonable prior notice (which shall be not less than two (2) business days except in
the case of emergency) to enter the Leased Premises at all reasonable business hours (and at all
other times in the event of an emergency): (a) for the purpose of inspecting the same or for the
purpose of doing any work under Paragraph 11(c) above, and may take all such action thereon as may
be necessary or appropriate for any such purpose (but nothing contained in this Lease or otherwise
shall create or imply any duty upon the part of Landlord to make any such inspection or do any such
work), and (b) for the purpose of showing the Leased Premises to prospective purchasers and
mortgagees and, at any time during reasonable business hours within six (6) months prior to the
expiration of the Term of this Lease for the purpose of showing the same to prospective tenants.
No such entry shall constitute an eviction of Tenant but any such entry shall be done by Landlord
in such reasonable manner as to minimize any disruption of Tenant’s business operation.
Notwithstanding the foregoing or the provisions of Paragraph 11(c) above, the Landlord shall not be
permitted to conduct any invasive testing of the Leased Premises without the prior written consent
of the Tenant, which shall not be unreasonably delayed, conditioned or withheld.



31. No Usury. The intention of the parties being to conform strictly to the
applicable usury laws, whenever any provision herein provides for payment by Tenant to Landlord of
interest at a rate in excess of the legal rate permitted to be charged, such rate herein provided
to be paid shall be deemed reduced to such legal rate.



32. Severability. Each and every covenant and agreement contained in this Lease is,
and shall be construed to be, a separate and independent covenant and agreement, and the breach of
any such covenant or agreement by any party shall not discharge or relieve the other party from its
obligation to perform the same. If any term or provision of this Lease or the application thereof
to any provision of this Lease or the application thereof to any person or circumstances shall to
any extent be invalid and unenforceable, the remainder of this Lease, or the application of such
term or provision to person or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be
valid and shall be enforced to the extent permitted by law.



33. Special Provisions Relating to Subleased Locations. The terms and conditions of
this Paragraph 33 shall only apply in the event that the Leased Premises is subject to a Prime
Lease. In the event of any conflict between the terms and conditions of this Paragraph 33 and any
other provisions of this Lease, the terms and conditions of this Paragraph 33 shall control.



(a) The terms and conditions of this Lease and the parties’ respective obligations, rights and
remedies pursuant to this Lease shall be subordinate and subject to the terms and conditions of the
Prime Lease. All of the terms and conditions with which Landlord is bound to comply under the
Prime Lease shall be binding upon Tenant as to the Leased Premises, and Tenant shall be liable for
compliance with and performance of same to the extent such obligations and covenants are applicable
to the Leased Premises or Tenant’s occupancy thereof.



(b) Notwithstanding anything to the contrary in this Lease, Tenant shall be required to
satisfy, or cause to be satisfied, all obligations of Landlord, as tenant, pursuant to the Prime
Lease, and not do, omit to do or permit any act or omission which would constitute a violation,
breach or default under the Prime Lease. Without limiting the foregoing, Tenant hereby expressly
assumes and agrees to perform all of the terms, obligations, covenants and conditions to be
performed by Landlord under the Prime Lease.



(c) All provisions of this Lease imposing upon Tenant a duty to indemnify, defend or hold
Landlord or any other party harmless, shall be deemed to impose upon Tenant the same duty to
indemnify, defend or hold harmless any party to which Landlord, as tenant under the Prime Lease,
owes such a duty. Additionally, all indemnity obligations and similar obligations of Landlord, as
tenant under the Prime Lease, shall be satisfied by Tenant.



(d) Tenant acknowledges that (i) this Lease and the Leased Premises are subject to the Prime
Lease; (ii) the Prime Lease might terminate due to condemnation, casualty or other cause or expire
and not be renewed; and (iii) the Prime Lease may be terminated at any time as a result of a
default by Landlord pursuant to the Prime Lease or for any reason; and (iv) in the event of an
expiration or termination of the Prime Lease, the Term of this Lease shall automatically expire and
terminate.



(e) Landlord is under no obligation to seek an extension or renewal of the Prime Lease or to
exercise any options including any option to renew. Landlord has no obligation to purchase the
Leased Premises in the event of termination or expiration of the Prime Lease and, therefore, does
not and cannot convey any such right or option to Tenant.



(f) Tenant acknowledges that it has been advised of the term of the Prime Lease, and that the
Prime Lease could be terminated during the Term or any extension thereof.



(g) Landlord shall have no obligation to provide any insurance coverage with respect to the
Leased Premises.



(h) Notwithstanding anything in this Lease to the contrary, Tenant shall have no rights or
benefits under, and Landlord shall have no obligation or duties with respect to, any Excluded Prime
Lease Provisions. As used herein, the term “Excluded Prime Lease Provisions” means any and all of
the following provisions of the Prime Lease (as applicable): (a) any provisions that are superseded
by or in direct conflict with the provisions of this Lease; (b) any right on the part of Landlord
(as “tenant” or “lessee” under the Prime Lease) to assign the Prime Lease or sublet the Leased
Premises or any portion thereof; (c) any right of Landlord as “tenant” or “lessee” under the Prime
Lease to make alterations and additions to the Leased Premises; (d) any right of Landlord as
“tenant” or “lessee” under the Prime Lease to extend or renew the term of the Prime Lease; (e) any
right of cancellation or termination of the Prime Lease in favor of Landlord as “tenant” or
“lessee” under the Prime Lease, including any right arising from any provision relating to casualty
or Condemnation; (f) any right of first refusal, right of first opportunity, or similar options in
favor Landlord as “tenant” or “lessee” under the Prime Lease; (g) any right on the part of Landlord
as “tenant” or “lessee” under the Prime Lease to avail itself of any arbitration, mediation or
other dispute resolution proceedings; and (h) any “self-help” remedies to which Landlord may be
entitled as “tenant” or “lessee” pursuant to the Prime Lease.



34. Tenant Not an Affiliate of Landlord. Tenant hereby represents and warrants to
Landlord, based on the certifications that Lehigh Gas – Ohio Holdings, LLC (“LGO Holdings”), the
sole member and beneficial owner of Tenant, has received from its members and otherwise to the best
of Tenant’s knowledge, that Lehigh Gas Partners LP does not actually or constructively (taking into
account the constructive ownership rules of Section 318 of the Internal Revenue Code of 1986, as
amended, as modified by Sections 856(d)(5) and 7704(d)(3)(B) thereof) own an interest in LGO
Holdings constituting more than five percent (5%) of either the assets or net profits of LGO
Holdings. LGO Holdings’ Operating Agreement contains transfer restrictions designed to prevent
Lehigh Gas Partners LP from being treated as constructively owning an interest in LGO Holdings
constituting ten percent (10%) or more of either the assets or net profits of LGO Holdings.



35. Miscellaneous.



(a) The paragraph headings in this Lease are used only for convenience in finding the subject
matters and are not part of this Lease or to be used in determining the intent of the parties or
otherwise interpreting this Lease.



(b) As used in this Lease the singular shall include the plural as the context requires and
the following words and phrases shall have the following meanings: (i) “including” shall mean
“including but not limited to”; (ii) “provisions” shall mean “provisions, terms, agreements,
covenants and/or conditions”; (iii) “lien” shall mean “lien, charge, encumbrance, title retention
agreement, pledge, security interest, mortgage and/or deed of trust”; and (iv) “obligation” shall
mean “obligation, duty, agreement, liability, covenant or condition”.



(c) Any act which any party is permitted to perform under this Lease may be performed at any
time and from time to time by such party or any person or entity designated by such party. Any act
which Tenant is required to perform under this Lease shall be performed at Tenant’s sole cost and
expense.



(d) This Lease may be modified, amended, discharged or waived only by an agreement in writing
signed by the party against whom enforcement of any such modification, amendment, discharge or
waiver is sought.



(e) The covenants of this Lease shall run with the Land and bind Tenant, the successors and
assigns of Tenant and all present and subsequent subtenants of and holders of encumbrances upon the
Leased Premises, and, subject to Paragraph 28 above, shall inure to the benefit of and bind
Landlord, its successors and assigns.



(f) This Lease will be simultaneously executed in several counterparts, each of which when so
executed and delivered shall constitute an original, fully enforceable counterpart for all
purposes.



(g) This Lease shall be governed by and construed according to the internal laws of the State
or Commonwealth where the Leased Premises is located without regard to its conflict of law
provisions.



(h) Wherever the consent or approval of Landlord or Tenant is required hereunder, such party
agrees that it will not unreasonably withhold or delay such consent or approval.



(i) Tenant may, from time to time, finance and grant security interests in Tenant’s personal
property and Trade Fixtures located at the Leased Premises and, in connection therewith, upon
request of Tenant, Landlord shall execute and deliver to any Tenant’s lender(s) a Landlord’s Waiver
in such form as shall be reasonably acceptable to Landlord.



SIGNATURES ON FOLLOWING PAGE





1






IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be executed under seal
as of the day and year first above written.




TENANT:




LEHIGH GAS- OHIO, LLC,


a Delaware limited liability company




/s/ Robert Brecker

Robert Brecker

President




LANDLORD:




LGP REALTY HOLDINGS LP,


a Delaware limited partnership, on behalf of itself (if
designated as Landlord) and on behalf of all Landlords
identified on Schedule 1, a Delaware limited liability
company




By: LGP REALTY HOLDINGS GP LLC,




its General Partner , a Delaware limited
liability company




/s/ David F. Hrinak

David F. Hrinak

Vice President





LEHIGH GAS WHOLESALE SEERVICES, INC.:






(as Equipment Landlord and Landlord, as may be
applicable to one or more Leased Premises) a Delaware
corporation




/s/ David F. Hrinak

David F. Hrinak

Vice President




Schedule 1




[The most current list of Leased Premises attached hereto shall constitute Schedule 1 under

this Lease.]





2