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 • July 17th, 2015 • 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”).
BRANDED DISTRIBUTOR MARKETING AGREEMENT (MULTI-BRAND)Branded Distributor Marketing Agreement • July 17th, 2015 • 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 • July 17th, 2015 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2015 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”).
AMENDMENT TO BRANDED DISTRIBUTOR MARKETING AGREEMENT – MULTI-BRAND [CUSTOM – GPM]Branded Distributor Marketing Agreement • July 17th, 2015 • 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.
FORM OF GPM PETROLEUM LP PHANTOM UNIT AGREEMENT (Time-Based Vesting – Director)Long Term Incentive Plan • July 17th, 2015 • 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 • July 17th, 2015 • 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 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.”
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.”
