FORM OF TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH GPM PETROLEUM LPSecurity Agreement • July 17th, 2015 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Pennsylvania
Term Loan and Security Agreement dated as of , 2015 among GPM PETROLEUM LP, a Delaware limited partnership (“GPM”) and each Person joined hereto as a borrower from time to time (collectively, the “Borrowers,” and each individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2015 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2015, by and between GPM Petroleum LP, a Delaware limited partnership (the “Partnership”), and GPM Investments, LLC, a Delaware limited liability company (“GPM”).
] Common Units GPM PETROLEUM LP UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
FORM OF CREDIT AGREEMENT dated as of [●], 2015 among GPM PETROLEUM LP, as the Borrower, Certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, CAPITAL ONE, NATIONAL...Credit Agreement • July 17th, 2015 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This CREDIT AGREEMENT, dated as of [●], 2015, is entered into by and among GPM PETROLEUM LP, a Delaware limited partnership (the “Borrower”), the Guarantors (as hereinafter defined) from time to time party hereto, the Lenders (as hereinafter defined) from time to time party hereto, and KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2017, by and between GPM Petroleum LP, a Delaware limited partnership (the “Partnership”), and GPM Investments, LLC, a Delaware limited liability company (“GPM”).
BRANDED DISTRIBUTOR MARKETING AGREEMENT (MULTI-BRAND)Branded Distributor Marketing Agreement • June 14th, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations)
This Distributor Marketing Agreement (“Agreement”) is entered into by and between VALERO MARKETING AND SUPPLY COMPANY (“VMSC”) and GPM INVESTMENTS, LLC (“Distributor”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 31st, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2017 by and among GPM Petroleum GP, LLC, a Delaware limited liability company (the “General Partner”), GPM Petroleum LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Companies” and each a “Company”) and (“Indemnitee”).
FORM OF FUEL DISTRIBUTION AGREEMENTForm of Fuel Distribution Agreement • July 1st, 2015 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Virginia
THIS FUEL DISTRIBUTION AGREEMENT (this “Agreement”) made and entered into on , 2015 (the “Effective Date”) between GPM PETROLEUM, LLC, a Delaware limited liability company (“Supplier”), having its principal place of business at 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227 and GPM MIDWEST, LLC, a Delaware limited liability company (“Purchaser”), having its principal place of business at 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227.
AMENDMENT TO BRANDED DISTRIBUTOR MARKETING AGREEMENT – MULTI-BRAND [CUSTOM – GPM]Branded Distributor Marketing Agreement • May 5th, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Virginia
This Amendment to Branded Distributor Marketing Agreement – Multi-Brand (“Amendment”), dated effective as of January 1, 2012 (the “Effective Date”), by and between VALERO MARKETING AND SUPPLY COMPANY (“VMSC”) and GPM INVESTMENTS, LLC (“Distributor”), amends the Branded Distributor Marketing Agreement (Multi-Brand) (the “Marketing Agreement”), dated January 1, 2012, by and between VMSC and Distributor.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPM PETROLEUM LP a Delaware limited partnership March 1, 2016GPM Contribution Agreement • April 28th, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of GPM PETROLEUM LP, a Delaware limited partnership (the “Partnership”), dated March 1, 2016 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the General Partner and each of the undersigned Limited Partners.
FORM OF GPM PETROLEUM LP PHANTOM UNIT AGREEMENT (Time-Based Vesting –Director)Long Term Incentive Plan • May 31st, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between GPM Petroleum GP, LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 20[ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
FORM OF GPM PETROLEUM LP PHANTOM UNIT AGREEMENT (Time-Based Vesting - Employee)Long Term Incentive Plan • May 31st, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between GPM Petroleum GP, LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 20[ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
FORM OF AMENDED AND RESTATED OMNIBUS AGREEMENT among GPM PETROLEUM LP, GPM PETROLEUM GP, LLC and GPM INVESTMENTS, LLCOmnibus Agreement • May 31st, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations)
This AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is entered into on, and effective as of, , 2017 (the “Effective Date”), among GPM Investments, LLC, a Delaware limited liability company (“GPM”), GPM Petroleum GP, LLC, a Delaware limited liability company (the “General Partner”), and GPM Petroleum LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH GPM PETROLEUM LP January 12, 2016Security Agreement • May 31st, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Pennsylvania
Term Loan and Security Agreement dated as of January 12, 2016 among GPM PETROLEUM LP, a Delaware limited partnership (“GPM”) and each Person joined hereto as a borrower from time to time (collectively, the “Borrowers,” and each individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
FORM OF OMNIBUS AGREEMENT among GPM PETROLEUM LP, GPM PETROLEUM GP, LLC and GPM INVESTMENTS, LLCForm of Omnibus Agreement • July 17th, 2015 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations)
This OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among GPM Investments, LLC, a Delaware limited liability company (“GPM”), GPM Petroleum GP, LLC, a Delaware limited liability company (the “General Partner”), and GPM Petroleum LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO AMENDMENT TO BRANDED DISTRIBUTOR MARKETING AGREEMENT—MULTI- BRANDBranded Distributor Marketing Agreement • May 22nd, 2015 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations)
This First Amendment to Amendment to Branded Distributor Marketing Agreement—Multi-Brand (“Agreement”), dated effective as of October 1, 2012 (the “Effective Date”), is entered into by and between VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“VMSC”) and GPM INVESTMENTS, LLC (“Distributor”).
SECOND AMENDMENT TO AMENDMENT TO BRANDED DISTRIBUTOR MARKETING AGREEMENT—MULTI- BRANDBranded Distributor Marketing Agreement • May 5th, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations)
This Second Amendment to Amendment to Branded Distributor Marketing Agreement—Multi-Brand (“Amendment”), is executed on the date set forth beneath each party’s signature, to be effective for all purposes as of April 1, 2016 (the “Effective Date”), by and between VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“VMSC”), and GPM PETROLEUM, LLC (“Distributor”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG GPM PETROLEUM LP AND THE PURCHASERS NAMED HEREINRegistration Rights Agreement • April 28th, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2016, by and among GPM Petroleum LP, a Delaware limited partnership (the “Partnership”), and the purchasers named on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”). The Partnership and the Purchasers are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
GPM PETROLEUM LP PHANTOM UNIT AGREEMENT (Performance-Based Vesting)Phantom Unit Agreement • May 31st, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between GPM Petroleum GP, LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 20[ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
CONTRIBUTION AGREEMENT BY AND AMONG GPM PETROLEUM LP, GPM INVESTMENTS, LLC, GPM2, LLC, GPM3, LLC, GPM SOUTHEAST, LLC, GPM PETROLEUM GP, LLC, GPM PETROLEUM, LLC, WOC SOUTHEAST HOLDING CORP., VILLAGE PANTRY, LLC, AND COLONIAL PANTRY HOLDINGS, LLC, DATED...Contribution Agreement • April 28th, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Contribution Agreement, dated as of January 12, 2016 (this “Agreement”), is entered into by and among GPM Investments, LLC, a Delaware limited liability company (“GPM”), GPM Petroleum, LLC, a Delaware limited liability company (“OpCo”), GPM Petroleum GP, LLC, a Delaware limited liability company (the “General Partner”), WOC Southeast Holding Corp., a Delaware corporation (“MW Corp”), GPM2, LLC, a Delaware limited liability company (“GPM2”), GPM3, LLC, a Delaware limited liability company (“GPM3”), GPM Southeast, LLC, a Delaware limited liability company (“GPM Southeast”), Colonial Pantry Holdings, LLC, a Delaware limited liability company (“Colonial Pantry”), Village Pantry, LLC, an Indiana limited liability company (“Village Pantry”) and GPM Petroleum LP, a Delaware limited partnership (the “Partnership”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
PURCHASE AGREEMENT by and among GPM INVESTMENTS, LLC, WOC SOUTHEAST HOLDING CORP., GPM PETROLEUM GP, LLC, GPM PETROLEUM LP, and THE PURCHASERS NAMED HEREIN dated as of January 11, 2016Purchase Agreement • April 28th, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Purchase Agreement (this “Agreement”) is made and entered into as of January 11, 2016 by and among GPM Investments, LLC, a Delaware limited liability company (“GPM”), WOC Southeast Holding Corp., a Delaware corporation (“WOCSE”), GPM Petroleum GP, LLC, a Delaware limited liability company (the “General Partner”), GPM Petroleum LP, a Delaware limited partnership (the “Partnership”) and the purchasers named on Annex A hereto (each, a “Purchaser” and collectively, “Purchasers”). GPM, WOCSE, Purchasers, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FORM OF AMENDED, RESTATED AND CONSOLIDATED FUEL DISTRIBUTION AGREEMENTAnd Consolidated Fuel Distribution Agreement • May 31st, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Virginia
THIS AMENDED, RESTATED AND CONSOLIDATED FUEL DISTRIBUTION AGREEMENT (this “Agreement”) made and entered into on , 2017 (the “Effective Date”) between GPM PETROLEUM, LLC, a Delaware limited liability company (“Supplier”), having its principal place of business at 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227 and GPM INVESTMENTS, LLC, a Delaware limited liability company (collectively, with all of its respective divisions, subsidiaries or affiliates, other than the General Partner and the Partnership, each as defined below, the “Purchaser”), having its principal place of business at 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227.
FORM OF CONTRIBUTION AGREEMENT BY AND AMONG GPM PETROLEUM LP, GPM INVESTMENTS, LLC, GPM2, LLC, GPM3, LLC, GPM SOUTHEAST, LLC, GPM PETROLEUM GP, LLC, GPM PETROLEUM, LLC, WOC SOUTHEAST HOLDING CORP., VILLAGE PANTRY, LLC, AND COLONIAL PANTRY HOLDINGS,...Contribution Agreement • July 17th, 2015 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Contribution Agreement, dated as of , 2015 (this “Agreement”), is entered into by and among GPM Investments, LLC, a Delaware limited liability company (“GPM”), GPM Petroleum, LLC, a Delaware limited liability company (“OpCo”), GPM Petroleum GP, LLC, a Delaware limited liability company (the “General Partner”), WOC Southeast Holding Corp., a Delaware corporation (“MW Corp”), GPM2, LLC, a Delaware limited liability company (“GPM2”), GPM3, LLC, a Delaware limited liability company (“GPM3”), GPM Southeast, LLC, a Delaware limited liability company (“GPM Southeast”), Colonial Pantry Holdings, LLC, a Delaware limited liability company (“Colonial Pantry”), Village Pantry, LLC, an Indiana limited liability company (“Village Pantry”) and GPM Petroleum LP, a Delaware limited partnership (the “Partnership”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
AGREEMENT OF LIMITED PARTNERSHIP OF GPM PETROLEUM LP a Delaware limited partnershipGPM Petroleum LP • April 20th, 2015 • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 9, 2015 (this “Agreement”), is adopted, executed and agreed to by GPM Petroleum GP, LLC, a Delaware limited liability company, as general partner, and GPM Investments, LLC, a Delaware limited liability company, as Organizational Limited Partner.
FIRST AMENDMENT TO AMENDMENT TO BRANDED DISTRIBUTOR MARKETING AGREEMENT—MULTI- BRANDBranded Distributor Marketing Agreement • May 5th, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations)
This First Amendment to Amendment to Branded Distributor Marketing Agreement—Multi-Brand (“Agreement”), dated effective as of October 1, 2012 (the “Effective Date”), is entered into by and between VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“VMSC”) and GPM INVESTMENTS, LLC (“Distributor”).
