Second Amendment to the Amended and Restated Omnibus Agreement effective February 1, 2018

Exhibit 10.2

SECOND AMENDMENT

TO THE

AMENDED AND RESTATED OMNIBUS AGREEMENT

This Second Amendment (the “Amendment”) to the Amended and Restated Omnibus Agreement, effective as of October 1, 2014, as amended by the Amendment to Amended and Restated Omnibus Agreement effective January 1, 2016 (as so amended, the “Omnibus Agreement “), is entered into effective as of February 1, 2018 (the “Effective Date”), and is by and among CrossAmerica Partners LP (formerly known as Lehigh Gas Partners LP), a Delaware limited partnership (the “MLP” or the “Partnership”), CrossAmerica GP LLC (formerly known as Lehigh Gas GP LLC), a Delaware limited liability company and the general partner of the MLP (the “General Partner”), Dunne Manning Inc. (formerly known as Lehigh Gas Corporation), a Delaware corporation (“LGC”), CST Services, LLC, a Delaware limited liability company (“CST”), and, for purposes of Article X of the Omnibus Agreement only, Dunne Manning Stores, LLC (formerly known as Lehigh Gas-Ohio, LLC), a Delaware limited liability company (“LGO”), and, for purposes of Section 2.5, Article X and Article XI of the Omnibus Agreement only, Joseph V. Topper, Jr. (“Topper”). The above-named entities are sometimes referred to in this Amendment each as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in Section 1.1 of the Omnibus Agreement. 

RECITALS:

WHEREAS, the Parties are parties to the Omnibus Agreement;

WHEREAS, the Parties wish to amend certain provisions of the Omnibus Agreement as set forth below in accordance with Section 12.6 of the Omnibus Agreement; and

WHEREAS, the independent conflicts committee of the board of directors of the General Partner has reviewed and approved the terms of this Amendment.

NOW, THEREFORE, in consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

LEGAL_US_W # 85739877.6

IN WITNESS WHEREOF, the Parties have executed this Amendment on, and effective as of, the Effective Date.

Signature Page to Amendment to the Amended and Restated Omnibus Agreement

ANNEX A

DESCRIPTION OF SERVICES

A.The following services will be provided by CST, or by its affiliates on CST’s behalf:

Accounting; administrative; billing and invoicing; books and record keeping; budgeting, forecasting, and financial planning and analysis; management (including the management and oversight of the MLP’s wholesale motor fuel distribution and real estate business); operations; payroll; contract administration; maintenance of internal controls; financial reporting, including SEC reporting and compliance; office space; purchasing and materials management; risk management and administration of insurance programs; information technology (includes hardware and software existing or acquired in future which title is retained by CST); in-house legal; compensation, benefits and human resources administration; cash management; corporate finance, treasury credit and debt administration; employee training; and miscellaneous administration and overhead expenses.

None of the above services shall be outsourced to an independent third party, unless:

Expenses incurred for such third-party services shall be reimbursed by the MLP.

B.The following services will also be provided by, or on behalf of, CST; provided, however, such services may be outsourced to an independent third party such services. Expenses incurred for such third-party services shall be reimbursed by the MLP.

Internal audit; Sarbanes-Oxley compliance; investor relations; legal; technical accounting consulting, employee health and safety; acquisition and divestiture services including professional, consultants and advisor expenses; tax matters - K-1 preparation, tax return compliance, and tax reporting; interest rate hedging and derivatives administration; marketing; property management; environmental compliance and remediation management oversight (with any Environmental Activity, including, remediation costs or expenses incurred in connection with environmental liabilities and third party claims, that are based on environmental conditions that first arise at Properties following the date hereof and any costs or expenses incurred in connection with environmental compliance, including, but not limited to, storage tank compliance and registration, as well as compliance monitoring and oversight expenses being the responsibility of the MLP); regulatory management; real estate administration; investor relations; government and public relations; and other services as required.