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”).
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 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”).
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.
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.
