ARKO Petroleum Corp. Sample Contracts
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH GPM EMPIRE, LLC GPM RE LP GPM TRANSPORTATION COMPANY, LLC (AS BORROWERS) February 13, 2026Revolving Credit and Security Agreement • February 18th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • Pennsylvania
WHEREAS, immediately prior to the effectiveness of this Agreement, Borrowers were party to that certain Third Amended, Restated and Consolidated Revolving Credit and Security Agreement, dated as of February 28, 2020 (as amended, restated, amended and restated or otherwise modified from time to time immediately prior to the Effectiveness of this Agreement, the “Existing Credit Agreement,” together with all instruments, documents and agreements executed in connection therewith, the “Existing Loan Documents”), by and among GPM Investments, LLC, a Delaware limited liability company (“GPM Investments”), the Subsidiaries of GPM Investments party thereto from time to time, the financial institutions party thereto from time to time and PNC, as agent thereunder. The “Obligations” (as defined in the Existing Credit Agreement) of the Borrowers under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement are referred to herein as the “Existing Obligations”.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made, as of __________, by and between ARKO Petroleum Corp., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
ASSET PURCHASE AGREEMENT BY AND AMONG GPM EMPIRE, LLC GPM PETROLEUM, LLC GPM TRANSPORTATION COMPANY, LLC GPM RE LP, GPM TERMINALS LP ARKO PETROLEUM CORP, AS PURCHASER, AND MIDWEST TEXAS TEA, LLC USPP-BARRICK, LLC OAKLAND FUELS HOLDINGS, LLC TOLEDO...Asset Purchase Agreement • August 6th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
FORM OF THIRD AMENDED, RESTATED AND CONSOLIDATED FUEL DISTRIBUTION AGREEMENTFuel Distribution Agreement • January 20th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • Virginia
THIS THIRD AMENDED, RESTATED AND CONSOLIDATED FUEL DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into on the date of, and immediately prior to the closing of the initial public offering of the class A common stock of ARKO PETROLEUM CORP., a Delaware corporation (“APC”), to be retroactively effective as of the first day of the calendar month in which such closing occurs (the “Effective Date”) among GPM PETROLEUM, LLC, a Delaware limited liability company (“SBI Holder”), GPM EMPIRE, LLC, a Delaware limited liability company (“Licensee Supplier”), 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, and other affiliates operating convenience stores and gas stations other than APC and its subsidiaries (such entities, individually and collectively, a “Purchaser”), each of the parties to the Agreement having its principal place of business at 856
ARKO PETROLEUM Corp. 2026 INCENTIVE COMPENSATION PLAN Restricted STOCK unit AGREEMENT FOR ____________________Restricted Stock Unit Agreement • May 11th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations)
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTSecond Amendment to Second Amended and Restated Credit Agreement • January 20th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • 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).
FORM OF CONTRIBUTION AGREEMENTContribution Agreement • February 6th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • Florida
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is effective as of , 2026 (the “Effective Date”), by and between Arko Convenience Stores, LLC, a Delaware limited liability company (“ACS”), and ARKO Petroleum Corp., a Delaware corporation (“APC”). ACS and APC are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”
FORM OF EMPLOYEE AND INTERCOMPANY MATTERS AGREEMENTEmployee and Intercompany Matters Agreement • January 20th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This EMPLOYEE AND INTERCOMPANY MATTERS AGREEMENT (this “Agreement”), dated as of [___], 2026, is made by and among ARKO Corp., a Delaware corporation (“ARKO”), Arko Convenience Stores, LLC, a Delaware limited liability company (“ACS”), GPM Investments, LLC, a Delaware limited liability company (“GPM”), the other parties listed as “Additional GPM Parties” on the signature pages hereto, ARKO Petroleum Corp., a Delaware corporation (“APC”), and the other parties listed as “Additional APC Parties” on the signature pages hereto.
ARKO PETROLEUM CORP. (Delaware Corporation) [ ⚫ ] Shares of Class A Common Stock ($0.0001 par value per Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • New York
ARKO PETROLEUM CORP. FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , among ARKO Petroleum Corp., a Delaware corporation (the “Company”), ARKO Corp., a Delaware corporation (“ARKO Parent”) and Arko Convenience Stores, LLC, a Delaware limited liability company (the “Holder”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1. This Agreement shall become effective immediately prior to the consummation of the initial public offering of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), on the date first above written (the “Effective Time”).
FORM OF AMENDED AND RESTATED OMNIBUS AGREEMENT among ARKO CORP. ARKO PETROLEUM CORP. GPM PETROLEUM LP, GPM PETROLEUM GP, LLC GPM PETROLEUM, LLC GPM EMPIRE, LLC and GPM INVESTMENTS, LLCOmnibus Agreement • January 20th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations)
This AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is entered into on, and effective immediately prior to the closing of the initial public offering of the common stock of ARKO Petroleum Corp., a Delaware corporation (“APC”) (the “Effective Date”), among ARKO Corp., a Delaware corporation (the “Parent”) GPM Investments, LLC, a Delaware limited liability company (“GPM”), APC, GPM Petroleum GP, LLC, a Delaware limited liability company (the “General Partner”), GPM Petroleum LP, a Delaware limited partnership (the “Partnership”), GPM Petroleum, LLC, a Delaware limited liability company (the “Operating Company”), and GPM Empire, LLC, a Delaware limited liability company (“GPME”; APC and its direct and indirect subsidiaries individually and collectively, the “APC Group”). The foregoing-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FORM OF MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 20th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of ________, 202_, is by and between ARKO Corp., a Delaware corporation (“ARKO”), on behalf of itself and its subsidiaries other than the APC Group (“ARKO Group”), and ARKO Petroleum Corp., a Delaware corporation, on behalf of itself and its subsidiaries (“APC Group”), and shall become effective immediately prior to the closing of the initial public offering of the Class A common stock of APC (the “IPO”). Each of APC Group and ARKO Group is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN ARKO CORP AND ARKO PETROLEUM CORP. DATED AS OF [●], 2026Tax Matters Agreement • February 6th, 2026 • ARKO Petroleum Corp. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between ARKO Corp, a Delaware corporation (“Parent”), and ARKO Petroleum Corp., a Delaware corporation and indirect subsidiary of Parent (“YieldCo” and, together with Parent, the “Parties”).