Exhibit 10.2
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 25, 2024 (this “Agreement”) is by and among the Lenders party hereto, GPM PETROLEUM LP, a Delaware limited partnership (the “Borrower”), the Guarantors party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), Swingline Lender and an Issuing Lender.
RECITALS:
WHEREAS, reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of May 5, 2023, by and among the Borrower, the guarantors party thereto from time to time, the lenders party thereto (collectively, the “Lenders” and individually, a “Lender”) from time to time, and Capital One, National Association, as Administrative Agent and the other agents and parties party thereto from time to time (as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Agreement, the “Credit Agreement”; capitalized terms used and not otherwise defined herein being used herein as therein defined); and
WHEREAS, the Borrower has requested, and the Administrative Agent and the Lenders party hereto have agreed, to make certain amendments to the Credit Agreement as more specifically described herein.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
“First Amendment” shall mean that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of March 25, 2024, by and among the Borrower, the other Credit Parties party thereto, the Administrative Agent and the Lenders party thereto.
“Credit Documents” shall mean this Agreement, the First Amendment, the Notes, the Joinder Agreements (if any), the Letters of Credit, the LOC Documents, the GPM Investments Letter Agreement, the Security Documents, the Capital One Engagement Letter, and any other fee letter entered into between the Borrower or any other Credit Party and the Administrative Agent, the Arrangers or any Lender from time to time in respect of the Extensions of Credit, and all other agreements, instruments and certificates delivered to the Administrative Agent under or in connection with this Agreement.
“(l) additional Indebtedness consisting of obligations under adjustments of purchase price, earnouts or similar arrangements in an aggregate amount not to exceed $2,500,000 at any time;”
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“(c) so long as no Default or Event of Default then exists and is continuing or would result therefrom, (i) at any time on or prior to the date on which the IPO is completed, the Borrower may make Restricted Payments up to the amount of Available Cash (as defined in the Partnership Agreement as of the Closing Date) from cash generated other than from an incurrence of Loans hereunder (provided that from and after March 25, 2024, up to $36,500,000 in the aggregate during the term of the Revolving Facility may come from the one-time incurrence of Loans hereunder so long as (x) in connection therewith, the deferred purchase price obligations arising under that certain Asset Purchase Agreement, dated as of September 9, 2022 (as in effect on the Closing Date), entered into in connection with the acquisition of certain assets from Transit Energy Group, LLC will be deemed satisfied in full and (y) no violation of any Securities Laws shall result from such Restricted Payment and any use thereof) and (ii) after the date on which the IPO is completed, the Borrower may make Restricted Payments in accordance with the cash distribution policy adopted by the General Partner pursuant to any amendment, restatement or replacement of the Partnership Agreement approved in writing by the Administrative Agent;”
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.
GPM PETROLEUM LP, as the Borrower
By: GPM Petroleum GP, LLC, its general partner
By /s/ Robb Giammatteo
Name: Robb Giammatteo
Title: CFO
By /s/ Maury Bricks
Name: Maury Bricks
Title: General Counsel
GPM PETROLEUM, LLC, as a Guarantor
By /s/ Robb Giammatteo
Name: Robb Giammatteo
Title: CFO
By /s/ Maury Bricks
Name: Maury Bricks
Title: General Counsel
[Signature Page to First Amendment]
Consented to by:
CAPITAL ONE, NATIONAL ASSOCIATION
as Administrative Agent, a Lender, Swingline Lender and Issuing Lender
By: /s/ Gabrielle Uzdin
Name: Gabrielle Uzdin
Title: Duly Authorized Signatory
[Signature Page to First Amendment]
Consented to by:
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Colleen Landau
Name: Colleen Landau
Title: Senior Vice President
[Signature Page to First Amendment]
Consented to by:
KeyBank National Association,
as a Lender
By: /s/ J.E. Fowler
Name: J.E. Fowler
Title: Managing Director
[Signature Page to First Amendment]
Consented to by:
Santander Bank, N.A.
as a Lender
By: /s/ Peter Martin
Name: Peter Martin
Title: SVP
[Signature Page to First Amendment]
Consented to by:
Wells Fargo Bank, N.A.,
as a Lender
By: /s/ Denise Crouch
Name: Denise Crouch
Title: Vice President
[Signature Page to First Amendment]
Consented to by:
Fifth Third Bank, National Association,
as a Lender
By: /s/ Nate Calloway
Name: Nate Calloway
Title: Officer, Corporate Banking Associate
[Signature Page to First Amendment]
Consented to by:
RAYMOND JAMES BANK,
as a Lender
By: /s/ Mark Specht
Name: Mark Specht
Title: Senior Vice President
[Signature Page to First Amendment]
Consented to by:
JPMorgan Chase Bank, N.A.,
as a Lender
By: /s/ Caroline Eagan
Name: Caroline Eagan
Title: Vice President
[Signature Page to First Amendment]
Consented to by:
ATLANTIC UNION BANK,
as a Lender
By: /s/ Matthew Sawyer
Name: Matthew Sawyer
Title: Managing Director
[Signature Page to First Amendment]
Consented to by:
Truist Bank,
as a Lender
By: /s/ Lisa Garling
Name: Lisa Garling
Title: Director
[Signature Page to First Amendment]
Consented to by:
Primis Bank,
as a Lender
By: /s/ Mark S. Zuskin
Name: Mark S. Zuskin
Title: Sr. Vice President
[Signature Page to First Amendment]