Fifth Amendment to Asset Purchase Agreement

Exhibit 2.1

Fifth Amendment to Asset Purchase Agreement

This Fifth Amendment to Asset Purchase Agreement (“Amendment”) is made this 19^th day of May, 2014, by and among Lehigh Gas Partners LP, B&R Oil Company, Inc. and the other entities listed on the signature pages of this Amendment.

Background

Seller and Purchaser are parties to that certain Asset Purchase Agreement (as amended from time to time, the “Asset Purchase Agreement”) dated as of March 21, 2014. Seller and Purchaser desire to amend the Asset Purchase Agreement as set forth more fully below.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Amendment

“It is anticipated that for a period of time after Closing, Purchaser will supply certain Sites and Supply Sites before the processing of credit card transactions for such Sites and Supply Sites is transferred from Seller to Purchaser.  Accordingly, the parties agree that: (i) Seller shall continue to process such credit card transactions until the processing of credit card transactions has been transferred to Purchaser; (ii) all funds received by Seller in connection with processing such credit card transactions as of 12:01 am, May 19, 2014 for each Site or Supply Site through the date the processing of credit card transactions for the applicable Site or Supply Site have been transferred to Purchaser (in the aggregate, the “Credit Card Funds”) shall be paid to Seller; (iii) at Closing, One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) of the Purchase Price will be placed in escrow with the Escrow Agent (the “Credit Card Escrow Funds”); (iv) Purchaser shall have the right to receive immediate payment from the Credit Card Escrow Funds in an amount equal to the Credit Card Funds received by Seller pursuant to subsection (ii) above; (v) Seller agrees to make available or give Purchaser access to the BP credit card portal (or provide detailed reports) in order to determine the amount of Credit Card Funds received from each Site or Supply Site; (vi) any Credit Card Escrow Funds remaining after the processing of credit card transactions for all such Sites and Supply Sites is transferred from Seller to Purchaser and Purchaser has received all payments from the Credit Card Escrow Funds pursuant to subsection (iv) above, shall be paid to Seller; (vii) in the event that the Credit Card Funds paid to Seller exceed the amount of the Credit Card Escrow Funds, Seller shall immediately wire such excess funds to Purchaser.  Notwithstanding anything to the contrary in the Asset Purchase Agreement, Seller shall retain the Security Deposits for each Site and Supply Site until Seller has been paid its accounts receivable balance owed Seller by the dealer at each Site or Supply Site for fuel deliveries made by Seller within three (3) days prior to Closing. Purchaser shall defend, indemnify and hold each Seller and its respective affiliates, subsidiaries, owners, members, partners, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any Loss incurred in connection with, arising out of, resulting from, based on, or relating to or incident to any claim by any dealer or other person with respect to the operation of this third paragraph of Section 1.2. The provisions of the foregoing paragraph shall survive the Closing Date.”

“Seller and Purchaser acknowledge and agree that (i) BP pays a lump sum rebate to the jobber under both the Competitive Conversion program and Major Modification program agreements once every six (6) months, which includes all qualifying rebates that accrued during the six (6) month period attributable to the rebate payment (the “JOIP Rebate Payments”); (ii) Seller has paid the rebates earned under the Major Modification program agreements to the dealers whose sites are subject to such agreements for the months and in the amounts designated on the attached Schedule 13(1) and has not received the associated JOIP Rebate Payments from BP as of the date of this Amendment (the “Major Mod Dealer Rebates”); (iii) Seller has earned the rebates under the Competitive Conversion program agreements for the months and in the amounts designated on the attached Schedule 13(2) and has not received the associated JOIP Rebate Payments from BP as of the date of this Amendment (the “Competitive Conversion Rebates”); (iv) Seller will assign and Purchaser will assume the Jobber Incentive Agreements listed on Schedule 1.1(a)(iv) to the Agreement at Closing and BP will pay to Purchaser the JOIP Rebate Payments attributable to the Major Mod Dealer Rebates and the Competitive Conversion Rebates according to the six (6) month payment schedule identified in the reconciliation statements attached to the assignment agreement for each Jobber Incentive Agreement; (v) Purchaser will pay to Seller the Major Mod Dealer Rebates and Competitive Conversion Rebates listed on Schedule 13(1) and Schedule 13(2), respectively, promptly after receipt of same from BP and Purchaser will use commercially reasonable efforts to obtain those JOIP Rebate Payments from BP; (vi) Purchaser will pay to the dealers the qualifying Major Mod Dealer Rebates and qualifying Competitive Conversion Rebates to the dealers on a monthly basis through the duration of the Jobber Incentive Agreements beginning with the month of May, 2014; and (vii) subject to subsection (v) above, Purchaser shall have the right to all JOIP Rebate Payments paid by BP to Purchaser attributable to the Major Mod Dealer Rebates and Competitive Conversion Rebates. Seller represents and warrants to Purchaser that the information provided in Schedule 13(1) and Schedule 13(2) is true and accurate in all respects.”

Indemnification by Purchaser. In addition to Purchaser’s indemnification obligations set forth in Article 5 above, from and after the Closing Date, Purchaser covenants and agrees to and shall defend, indemnify and hold each Seller and its respective affiliates, subsidiaries, owners, members, partners, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any Loss incurred in connection with, arising out of, resulting from, based on, or relating to or incident to any of the following:

(a) Post-Closing Liabilities. The ownership, possession, use, occupancy or operation of any of the Assets or the Business after the Closing Date for such Assets;

(b) Misrepresentation or Breach of Warranty. Any material inaccuracy in or breach of any of Purchaser’s material representations or warranties set forth in this Agreement or in any of the documents and instruments executed in connection herewith, irrespective of any investigation or lack thereof on the part of Seller;

(c) Breach of Covenant or Agreement. Any material breach or nonfulfillment by Purchaser of any of its covenants, agreements or other obligations set forth in this Agreement or in any of the documents and instruments executed in connection herewith; and/or

(d) Investigating, preparing or defending any litigation or proceeding (commenced or threatened) incident to the enforcement of the Purchaser’s indemnification obligations hereunder.

Indemnification under this Section 8.2 shall not apply to any matters covered by Article 5 of this Agreement, the indemnification for which is set forth in Section 5.9.

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties have each caused this Fifth Amendment to Asset Purchase Agreement to be executed as of the date first set forth above.

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