Exhibit 10.27
EXECUTION VERSION
SEVENTH AMENDMENT AND JOINDER TO THIRD AMENDED, RESTATED AND CONSOLIDATED REVOLVING CREDIT AND SECURITY AGREEMENT
This Seventh Amendment and Joinder to Third Amended, Restated and Consolidated Revolving Credit and Security Agreement (this “Amendment”) is made this 6th day of December, 2022 by and among GPM Investments, LLC, a Delaware limited liability company (“GPM”), GPM1, LLC, a Delaware limited liability company (“GPM1”), GPM2, LLC, a Delaware limited liability company (“GPM2”), GPM3, LLC, a Delaware limited liability company (“GPM3”), GPM4, LLC, a Delaware limited liability company (“GPM4”), GPM5, LLC, a Delaware limited liability company (“GPM5”), GPM6, LLC, a Delaware limited liability company (“GPM6”), GPM8, LLC, a Delaware limited liability company (“GPM8”), GPM9, LLC, a Delaware limited liability company (“GPM9”), GPM Southeast, LLC, a Delaware limited liability company (“GPM Southeast”), E CIG Licensing, LLC, a Delaware limited liability company (“E CIG”), GPM Midwest, LLC, a Delaware limited liability company (“GPM Midwest”), GPM Midwest 18, LLC, a Delaware limited liability company (“GPM Midwest 18, LLC”), GPM Apple, LLC, a Delaware limited liability company (“GPM Apple”), Florida Convenience Stores, LLC, a Delaware limited liability company (“Florida Convenience Stores”), Village Pantries Merger Sub, LLC, a Delaware limited liability company (“Village Pantries Merger”), Village Pantry Specialty Holding, LLC, a Delaware limited liability company (“Village Pantry Specialty”), Marsh Village Pantries, LLC, an Indiana limited liability company (“Marsh”), Village Pantry, LLC, an Indiana limited liability company (“Village Pantry”), Mundy Realty, LLC, an Indiana limited liability company (“Mundy”), ViVa Pantry & Petro Operations, LLC, a Delaware limited liability company (“ViVa”), Village Variety Store Operations, LLC, a Delaware limited liability company (“Village Variety”), Next Door Group, LLC, a Delaware limited liability company (“Next Door Group”), Pantry Property, LLC, an Indiana limited liability company (“Pantry Property”), Next Door RE Property, LLC, a Delaware limited liability company (“Next Door RE”), Colonial Pantry Holdings, LLC, a Delaware limited liability company (“Colonial”), Admiral Real Estate I, LLC, a Delaware limited liability company (“Admiral Real Estate”), GPM Empire, LLC, a Delaware limited liability company (“GPM Empire”), GPM RE, LLC, a Delaware limited liability company (“GPM RE”), GPM Gas Mart Realty Co, LLC, a Delaware limited liability company (“GPM Gas Mart”), GPM Transportation Company, LLC, a Delaware limited liability company (“GPM Transportation Company”, and together with GPM, GPM1, GPM2, GPM3, GPM4, GPM5, GPM6, GPM8, GPM9, GPM Southeast, E CIG, GPM Midwest, GPM Midwest 18, GPM Apple, Florida Convenience Stores, Village Pantries Merger, Village Pantry Specialty, Marsh, Village Pantry, Mundy, ViVa, Village Variety, Next Door Group, Pantry Property, Next Door RE, Colonial, Admiral Real Estate, GPM Empire, GPM RE and GPM Gas Mart, collectively, the “Existing Borrowers” and each an “Existing Borrower”), Pride Convenience Holdings, LLC, a Delaware limited liability company (“Pride Holdings”), Pride Management, LLC, a Delaware limited liability company (“Pride Management”), Pride Operating, LLC, a Delaware limited liability company (“Pride Operating”), Pride Logistics,
LLC, a Delaware limited liability company (“Pride Logistics”, and together with Pride Holdings, Pride Management and Pride Operating, collectively, the “Joining Borrowers” and each a “Joining Borrower”, and together with Existing Borrowers and any other Person joined as a borrower to the Loan Agreement (as defined below) from time to time, collectively, the “Borrowers” and each a “Borrower”), the financial institutions which are now or which hereafter become a party to the Loan Agreement (collectively, the “Lenders” and each individually a “Lender”) and PNC Bank, National Association (“PNC”), as agent for the Lenders (PNC, in such capacity, the “Agent”).
BACKGROUND
NOW, THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:
“Pride Acquisition” shall mean the consummation of the transactions contemplated pursuant to the Pride Acquisition Documents.
“Pride Acquisition Agreement” shall mean the Purchase and Sale Agreement including all exhibits and schedules thereto dated as of October 19, 2022 between Pride Parent, LLC, a Delaware limited liability company, as seller, and GPM, as buyer, as in effect on the Seventh Amendment Closing Date.
“Pride Acquisition Documents” shall mean, collectively, the Pride Acquisition Agreement and all of the other agreements, documents and instruments executed and delivered in connection therewith or related thereto.
“Seventh Amendment Closing Date” shall mean December 6, 2022.
“Permitted Acquisitions” shall mean:
For the purposes of calculating Undrawn Availability under this definition, any assets being acquired in the proposed acquisition shall be included in the Formula Amount on the date of closing of such acquisition so long as Agent has received an audit or appraisal of such assets as set forth in clause (vii) above, and so long as such assets satisfy the applicable eligibility criteria.
[Signatures Appear on Following Pages]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.
EXISTING BORROWERS: | GPM INVESTMENTS, LLC GPM MIDWEST, LLC GPM MIDWEST 18, LLC GPM APPLE, LLC FLORIDA CONVENIENCE STORES, LLC VILLAGE PANTRIES MERGER SUB, LLC VILLAGE PANTRY SPECIALTY HOLDING, LLC MARSH VILLAGE PANTRIES, LLC VILLAGE PANTRY, LLC MUNDY REALTY, LLC VIVA PANTRY & PETRO OPERATIONS, LLC VILLAGE VARIETY STORE OPERATIONS, LLC NEXT DOOR GROUP, LLC PANTRY PROPERTY, LLC NEXT DOOR RE PROPERTY, LLC COLONIAL PANTRY HOLDINGS, LLC ADMIRAL REAL ESTATE I, LLC GPM EMPIRE, LLC GPM RE, LLC GPM GAS MART REALTY CO, LLC GPM TRANSPORTATION COMPANY, LLC
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| By: /s/ Arie Kotler_____________________ Name: Arie Kotler Title: Chief Executive Officer
By: /s/ Donald P. Bassell__________________ Name: Donald P. Bassell Title: Chief Financial Officer |
[Signature Page to SEVENTH Amendment AND JOINDER to THIRD AMENDED, RESTATED AND CONSOLIDATED Revolving Credit and Security Agreement]
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JOINING BORROWERS: | PRIDE CONVENIENCE HOLDINGS, LLC PRIDE MANAGEMENT, LLC PRIDE OPERATING, LLC PRIDE LOGISTICS, LLC |
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By: /s/ Arie Kotler________________ Name: Arie Kotler Title: Chief Executive Officer
By: /s/ Donald P. Bassell________________ Name: Donald P. Bassell Title: Chief Financial Officer |
[Signature Page TO SEVENTH Amendment AND JOINDER to THIRD AMENDED, RESTATED AND CONSOLIDATED Revolving Credit and Security Agreement]
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ACKNOWLEDGED BY GUARANTOR: |
ARKO CONVENIENCE STORES, LLC |
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By: /s/ Arie Kotler___________________ Name: Arie Kotler Title: Chief Executive Officer and Manager
By: /s/ Donald P. Bassell__________________ Name: Donald P. Bassell Title: Chief Financial Officer
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[Signature Page TO SEVENTH Amendment AND JOINDER to THIRD AMENDED, RESTATED AND CONSOLIDATED Revolving Credit and Security Agreement]
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AGENT AND LENDER: | PNC BANK, NATIONAL ASSOCIATION
By: /s/ James P. Sierakowski__________________ Name: James P. Sierakowski Title: Senior Vice President
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[Signature Page to sEVENTH Amendment AND JOINDER to THIRD AMENDED, RESTATED AND CONSOLIDATED Revolving Credit and Security Agreement]
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[Signature Page to sEVENTH Amendment AND JOINDER to THIRD AMENDED, RESTATED AND CONSOLIDATED Revolving Credit and Security Agreement]
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ANNEX A
(Supplement to Schedules)
[attached]