ARKO Corp. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ___________, by and between ARKO CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).

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ARKO CORP. AND EACH OF THE GUARANTORS PARTY HERETO 5.125% Senior Notes Due 2029 INDENTURE Dated as of October 21, 2021 U.S. BANK NATIONAL ASSOCIATION as Trustee, Registrar and Paying Agent
Indenture • October 26th, 2021 • ARKO Corp. • Retail-convenience stores • New York

INDENTURE dated as of October 21, 2021, among ARKO CORP., a Delaware corporation (the “Company”), each GUARANTOR from time to time a party hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 5, 2023, among GPM PETROLEUM LP, as the Borrower, Certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative...
Credit Agreement • May 8th, 2023 • ARKO Corp. • Retail-convenience stores • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 5, 2023 (this “Agreement”), is entered into by and among GPM PETROLEUM LP, a Delaware limited partnership (together with its successors and assigns, 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 CAPITAL ONE, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and as the Issuing Lender (as defined below).

AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 15, 2019 among GPM PETROLEUM LP, as the Borrower, Certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent,...
Credit Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores • New York

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 15, 2019 (this “Agreement”), is entered into by and among GPM PETROLEUM LP, a Delaware limited partnership (together with its successors and assigns, 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 CAPITAL ONE, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and as the Issuing Lender (as defined below).

TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH GPM PETROLEUM LP January 12, 2016
Term Loan and Security Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores • 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”).

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 6th, 2021 • ARKO Corp. • Retail-convenience stores • New York

This CREDIT AGREEMENT, dated as of February 28, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), is among GPM Investments, LLC, a Delaware limited liability company (the “Borrower”), each of the Subsidiaries of the Borrower signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 9.09, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), Ares Capital Corporation, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agent”).

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights and Lock-Up Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • Delaware

This REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made as of December 22, 2020, by and among (i) ARKO Corp., a Delaware corporation (“Pubco”), (ii) each of the Persons listed on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof, and (iii) each of the other Persons set forth from time to time on the Schedule of Holders who, at any time, own securities of Pubco and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) and (iii), a “Holder” and, collectively, the “Holders”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 12 hereof.

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPM PETROLEUM LP a Delaware limited partnership December 3, 2019
Limited Partnership Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores • Delaware

This THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of GPM PETROLEUM LP, a Delaware limited partnership (the “Partnership”), dated _________, 2019 (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.

EIGHTH AMENDMENT TO THIRD AMENDED, RESTATED AND CONSOLIDATED REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • December 22nd, 2022 • ARKO Corp. • Retail-convenience stores • Pennsylvania

Third Amended, Restated and Consolidated Revolving Credit and Security Agreement dated as of February 28, 2020 among GPM Investments, LLC, a Delaware limited liability company (“GPM”), GPM1, LLC, a Delaware limited liability company (“GPM1”), GPM2, LLC, a Delaware limited liability company (“GPM2”), GPM3, LLC, a Delaware limited liability company (“GPM3”), GPM4, LLC, a Delaware limited liability company (“GPM4”), GPM5, LLC, a Delaware limited liability company (“GPM5”), GPM6, LLC, a Delaware limited liability company (“GPM6”), GPM8, LLC, a Delaware limited liability company (“GPM8”), GPM9, LLC, a Delaware limited liability company (“GPM9”), GPM Southeast, LLC, a Delaware limited liability company (“GPM Southeast”), E CIG Licensing, LLC, a Delaware limited liability company (“E CIG”), GPM Midwest, LLC, a Delaware limited liability company (“GPM Midwest”), GPM Midwest 18, LLC, a Delaware limited liability company (“GPM Midwest 18, LLC”), GPM Apple, LLC, a Delaware limited liability compa

SECOND AMENDED AND RESTATED MASTER COVENANT AGREEMENT
Master Covenant Agreement • June 24th, 2021 • ARKO Corp. • Retail-convenience stores • Virginia

THIS SECOND AMENDED AND RESTATED MASTER COVENANT AGREEMENT (this “Agreement”), dated as of June 24, 2021, is made by and between GPM INVESTMENTS, LLC, a Delaware limited liability company (“GPM”) and M&T BANK, a New York banking corporation (“M&T”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2021 • ARKO Corp. • Retail-convenience stores • Virginia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 3, 2020 (the “Effective Date”) by and between Maury Bricks (the “Executive”) and GPM INVESTMENTS, LLC, a Delaware limited liability company (the “Company”).

WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Warrant Assignment, Assumption and Amendment Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • New York

This Warrant Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of December 22, 2020, by and among Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), ARKO Corp., a Delaware corporation (“Parentco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. FIRST AMENDMENT TO ROLLOVER AND MASTER BRANDING...
Rollover and Master Branding Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores

This FIRST AMENDMENT TO ROLLOVER AND MASTER BRANDING AGREEMENT (“Amendment”) is dated as of April 1, 2019, between GPM Petroleum, LLC, a Delaware limited liability company with offices at 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227 (“JOBBER”) and Marathon Petroleum Company LP, a Delaware limited partnership with offices at 539 South Main Street, Findlay, Ohio 45840 (“MPC”), each a “Party” and together, the “Parties”.

FIRST AMENDMENT TO STANDBY REAL ESTATE PURCHASE, DESIGNATION AND LEASE PROGRAM
Standby Real Estate Purchase, Designation and Lease Program • April 13th, 2022 • ARKO Corp. • Retail-convenience stores

THIS FIRST AMENDMENT TO STANDBY REAL ESTATE PURCHASE, DESIGNATION AND LEASE PROGRAM (this “Amendment”) is made and entered into effective as of the 7th day of April, 2022, by and between GPM Portfolio Owner LLC, a Delaware limited liability company (“Purchaser”), and GPM Investments, LLC, a Delaware limited liability company (“Seller”).

FIRST AMENDMENT TO purchase and SALE Agreement
Purchase and Sale Agreement • February 28th, 2023 • ARKO Corp. • Retail-convenience stores

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of December 6, 2022 (the “Amendment Date”), by and among Pride Parent, LLC, a Delaware limited liability company (the “Seller”), GPM Investments, LLC, a Delaware limited liability company (“Buyer”), and solely for purposes of Section 2(f)(ii) below, Patriot Portfolio Owner LLC, a Delaware limited liability company (“Oak”). Each of the foregoing (other than Oak) may be referred to individually herein as a “Party” and collectively as the “Parties.”

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. AMENDMENT No. 3 TO PRIMARY SUPPLIER DISTRIBUTION...
Primary Supplier Distribution Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores

This Amendment No. 3 (this “Amendment”) to the Primary Supplier Distribution Agreement (Southeast and Midwest) among Core-Mark International, Inc.(“Core-Mark”) and GPM Investments, LLC, GPM Southeast, LLC, GPM Midwest, LLC, and GPM Apple, LLC (collectively, “GPM”) is made effective as of March 31, 2018 (the “Effective Date”) and amends that certain Primary Supplier Distribution Agreement (Southeast and Midwest) (the “Agreement”) originally executed by GPM Southeast, LLC and GPM Midwest, LLC (and to which GPM Midwest, LLC was added by amendment and GPM Apple, LLC is added herein) and Core-Mark with an effective date of January 1, 2016 (as amended, the “Agreement”).

MASTER SUPPLY AGREEMENT
Master Supply Agreement • May 27th, 2021 • ARKO Corp. • Retail-convenience stores • Delaware

This Master Supply Agreement (this “Agreement”) by and between GPM Investments, LLC, a Delaware limited liability company, on behalf of itself and its subsidiaries (“Customer”), and Core-Mark International, Inc., a Delaware corporation (“Core-Mark”) (each a “Party” and collectively, the “Parties”) is made as of May 24, 2021 (the “Effective Date”).

CLASS A PREFERRED UNIT PURCHASE AGREEMENT
Class a Preferred Unit Purchase Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • Delaware

THIS CLASS A PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”) is made effective as of December 17, 2020 (the “Effective Date”), by and between AIM Investment Funds (Invesco Investment Funds), on behalf of its series Invesco SteelPath MLP Select 40 Fund (“Select 40 Fund”), AIM Investment Funds (Invesco Investment Funds), on behalf of its series Invesco SteelPath MLP Income Fund (“Income Fund” and, together with Select 40 Fund, the “Sellers”), and GPM Investments, LLC, a Delaware limited liability company (the “Buyer”). The Sellers and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition have the meanings assigned to such terms in the Partnership Agreement (as defined below).

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED MASTER COVENANT AGREEMENT
Master Covenant Agreement • May 8th, 2023 • ARKO Corp. • Retail-convenience stores

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED MASTER COVENANT AGREEMENT (this “Amendment”) is made as of April 5, 2023, by and between GPM INVESTMENTS, LLC, a Delaware limited liability company (“GPM”), and M&T BANK, a New York banking corporation (“M&T”).

FOURTH AMENDMENT TO THIRD AMENDED, RESTATED AND CONSOLIDATED REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • May 6th, 2021 • ARKO Corp. • Retail-convenience stores • Pennsylvania

Third Amended, Restated and Consolidated Revolving Credit and Security Agreement dated as of February 28, 2020 among GPM Investments, LLC, a Delaware limited liability company (“GPM”), GPM1, LLC, a Delaware limited liability company (“GPM1”), GPM2, LLC, a Delaware limited liability company (“GPM2”), GPM3, LLC, a Delaware limited liability company (“GPM3”), GPM4, LLC, a Delaware limited liability company (“GPM4”), GPM5, LLC, a Delaware limited liability company (“GPM5”), GPM6, LLC, a Delaware limited liability company (“GPM6”), GPM8, LLC, a Delaware limited liability company (“GPM8”), GPM9, LLC, a Delaware limited liability company (“GPM9”), GPM Southeast, LLC, a Delaware limited liability company (“GPM Southeast”), E CIG Licensing, LLC, a Delaware limited liability company (“E CIG”), GPM Midwest, LLC, a Delaware limited liability company (“GPM Midwest”), GPM Midwest 18, LLC, a Delaware limited liability company (“GPM Midwest 18, LLC”), GPM Apple, LLC, a Delaware limited liability compa

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Primary Supplier Distribution Agreement (Mountain...
Primary Supplier Distribution Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores • Delaware

This Primary Supplier Distribution Agreement (this “Agreement”) is entered into on effective as of February 1, 2019 and is between (a) Core-Mark International, Inc. Delaware corporation on behalf of itself and its subsidiaries (collectively “Supplier” and (b) Mountain Empire Oil Company, a Tennessee corporation (“Customer”).

ARKO CORP. 2020 INCENTIVE COMPENSATION PLAN PERFORMANCE-BASED RSU AWARD AGREEMENT
Performance-Based Rsu Award Agreement • March 8th, 2021 • ARKO Corp. • Retail-convenience stores • Delaware

Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the maximum percentage by which the Recipient’s Target Amount is multiplied cannot exceed 150% and no PSUs shall vest unless, as of the last day of the Performance Period, the actual EBITDA for at least one fiscal year in the Performance Period is equal to or greater than 95% of the Annual Budgeted EBITDA for such fiscal year.

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Trust Deed Trust Deed for the Series C Bonds signed on June 20, 2016 Between:
Trust Deed • October 29th, 2020 • ARKO Corp. • Retail-convenience stores
FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores • Pennsylvania

This First Amendment to Term Loan and Security Agreement (this “Amendment”) is made this 17th day of November, 2017, by and among GPM PETROLEUM LP, a Delaware limited partnership (“GPMP” and together with each Person joined to the Loan Agreement (as defined below) as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the financial institutions which are now or which hereafter become a party to the Loan Agreement (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, the “Agent”).

SECOND AMENDMENT TO ROLLOVER AND MASTER BRANDING AGREEMENT
Rollover and Master Branding Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores

This SECOND AMENDMENT TO ROLLOVER AND MASTER BRANDING AGREEMENT (“Amendment”) is made between GPM Petroleum, LLC (“JOBBER”), a Delaware limited liability company with offices at 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227, and Marathon Petroleum Company LP (“MPC”), a Delaware limited partnership with offices at 539 South Main Street, Findlay, Ohio 45840, each a “Party” and together, the “Parties”.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 21st, 2023 • ARKO Corp. • Retail-convenience stores • Virginia

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2023 by and between ROBB GIAMMATTEO (“Executive”), on the one hand, and ARKO Corp., a Delaware corporation (“ARKO”) and GPM INVESTMENTS, LLC (“GPM”; GPM and ARKO, individually and collectively, the “Company”), on the other hand.

FOURTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores • Pennsylvania

This Fourth Amendment to Term Loan and Security Agreement (this “Amendment”) is made this 1st day of April, 2020, by and among GPM PETROLEUM LP, a Delaware limited partnership (“GPMP” and together with each Person joined to the Loan Agreement (as defined below) as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the financial institutions which are now or which hereafter become a party to the Loan Agreement (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, the “Agent”).

SIXTH AMENDMENT AND JOINDER TO THIRD AMENDED, RESTATED AND CONSOLIDATED REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • August 8th, 2022 • ARKO Corp. • Retail-convenience stores • Pennsylvania

Third Amended, Restated and Consolidated Revolving Credit and Security Agreement dated as of February 28, 2020 among GPM Investments, LLC, a Delaware limited liability company (“GPM”), GPM1, LLC, a Delaware limited liability company (“GPM1”), GPM2, LLC, a Delaware limited liability company (“GPM2”), GPM3, LLC, a Delaware limited liability company (“GPM3”), GPM4, LLC, a Delaware limited liability company (“GPM4”), GPM5, LLC, a Delaware limited liability company (“GPM5”), GPM6, LLC, a Delaware limited liability company (“GPM6”), GPM8, LLC, a Delaware limited liability company (“GPM8”), GPM9, LLC, a Delaware limited liability company (“GPM9”), GPM Southeast, LLC, a Delaware limited liability company (“GPM Southeast”), E CIG Licensing, LLC, a Delaware limited liability company (“E CIG”), GPM Midwest, LLC, a Delaware limited liability company (“GPM Midwest”), GPM Midwest 18, LLC, a Delaware limited liability company (“GPM Midwest 18, LLC”), GPM Apple, LLC, a Delaware limited liability compa

CLASS AQ UNIT PURCHASE AGREEMENT
Class Aq Unit Purchase Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • Delaware

THIS CLASS AQ UNIT PURCHASE AGREEMENT (this “Agreement”) is made effective as of December 18, 2020 (the “Effective Date”), by and between Fuel USA, LLC, a Delaware limited liability company (the “Seller”), and GPM Investments, LLC, a Delaware limited liability company (the “Buyer”). The Seller and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition have the meanings assigned to such terms in the Partnership Agreement (as defined below).

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER COVENANT AGREEMENT
Master Covenant Agreement • November 7th, 2022 • ARKO Corp. • Retail-convenience stores • Virginia

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER COVENANT AGREEMENT (this “Amendment”) is made as of October 3, 2022, by and between GPM INVESTMENTS, LLC, a Delaware limited liability company (“GPM”), and M&T BANK, a New York banking corporation (“M&T”).

AMENDMENT TO SECOND AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT
Credit Agreement • October 18th, 2021 • ARKO Corp. • Retail-convenience stores • Virginia

THIS AMENDMENT TO SECOND AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT (this “Amendment”) is made as of October 14, 2021, by and among GPM INVESTMENTS, LLC, a Delaware limited liability company (“GPM”), GPM SOUTHEAST, LLC, a Delaware limited liability company (“GPM Southeast”), GPM1, LLC, a Delaware limited liability company (“GPM1”), GPM2, LLC, a Delaware limited liability company (“GPM2”), GPM3, LLC, a Delaware limited liability company (“GPM3”), GPM4, LLC, a Delaware limited liability company (“GPM5”), GPM5, LLC, a Delaware limited liability company (“GPM5”), GPM6, LLC, a Delaware limited liability company (“GPM6”), GPM8, LLC, a Delaware limited liability company (“GPM8”), GPM9, LLC, a Delaware limited liability company (“GPM9”), GPM RE, LLC, a Delaware limited liability company (“GPM RE”), VILLAGE PANTRY, LLC, an Indiana limited liability company (“Village Pantry”), GPM APPLE, LLC, a Delaware limited liability company (“GPM Apple”), GPM MIDWEST, LLC, a Delaware limited liabil

SECOND AMENDED, RESTATED AND CONSOLIDATED FUEL DISTRIBUTION AGREEMENT
Fuel Distribution Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores • Virginia

THIS SECOND AMENDED, RESTATED AND CONSOLIDATED FUEL DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into on September 30, 2020 to be effective on October 1, 2020 (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 (“GPM Investments”), on behalf of itself and all of its current and future direct and indirect wholly-owned subsidiaries (GPM Investments, and all of its direct and indirect wholly-owned subsidiaries, individually and collectively, a “Purchaser”), having its principal place of business at 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227.

CLASS X UNIT PURCHASE AGREEMENT
Class X Unit Purchase Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • Delaware

THIS CLASS X UNIT PURCHASE AGREEMENT (this “Agreement”) is made effective as of December 18, 2020 (the “Effective Date”), by and between Riiser Fuels, LLC, a Delaware limited liability company (the “Seller”), and GPM Investments, LLC, a Delaware limited liability company (the “Buyer”). The Seller and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition have the meanings assigned to such terms in the Partnership Agreement (as defined below).

AMENDMENT TO SECOND AMENDED AND RESTATED MASTER COVENANT AGREEMENT
Master Covenant Agreement • October 18th, 2021 • ARKO Corp. • Retail-convenience stores • Virginia

THIS AMENDMENT TO SECOND AMENDED AND RESTATED MASTER COVENANT AGREEMENT (this “Amendment”) is made as of October 14, 2021, by and between GPM INVESTMENTS, LLC, a Delaware limited liability company (“GPM”), and M&T BANK, a New York banking corporation (“M&T”).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. AMENDMENT No. 2 TO PRIMARY SUPPLIER DISTRIBUTION...
Primary Supplier Distribution Agreement • October 29th, 2020 • ARKO Corp. • Retail-convenience stores

This Amendment No. 2 (this “Amendment”) to the Primary Supplier Distribution Agreement (Southeast and Midwest) is made effective as of December 1, 2017 (the “Effective Date”) and amends that certain Primary Supplier Distribution Agreement (Southeast and Midwest) (the “Agreement”) among affiliates GPM Investments, LLC, GPM Southeast, LLC, and GPM Midwest, LLC (collectively “GPM”) and Core-Mark International, Inc.(“Core-Mark”) with an effective date of January 1, 2016 (the “Agreement”).

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