0001193125-26-015868 Sample Contracts

FORM OF THIRD AMENDED, RESTATED AND CONSOLIDATED FUEL DISTRIBUTION AGREEMENT
Fuel 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

View Source
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Second 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).

View Source
FORM OF EMPLOYEE AND INTERCOMPANY MATTERS AGREEMENT
Employee 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.

View Source
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, LLC
Omnibus 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.”

View Source
FORM OF MANAGEMENT SERVICES AGREEMENT
Management 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.”

View Source