Exhibit 10.1
SECOND AMENDMENT TO
STANDBY REAL ESTATE PURCHASE, DESIGNATION AND LEASE PROGRAM
THIS SECOND AMENDMENT TO STANDBY REAL ESTATE PURCHASE, DESIGNATION AND LEASE PROGRAM (this “Amendment”) is made and entered into effective as of the 28th day of March, 2023, by and between, on the one hand, GPM Portfolio Owner LLC, a Delaware limited liability company (“Portfolio Owner”) and Oak Street Real Estate Capital Fund VI OP, LP, a Delaware limited partnership (“Fund VI”), and, on the other hand, GPM Investments, LLC, a Delaware limited liability company (“Seller” and together with Portfolio Owner and Fund VI, the “Parties”).
RECITALS
WHEREAS, Portfolio Owner and Seller entered into that certain Standby Real Estate Purchase, Designation and Lease Program with an Effective Date of May 3, 2021, as amended by that certain First Amendment to Standby Real Estate Purchase, Designation and Lease Program with an Effective Date of April 7, 2022 (as amended, the “Agreement”), for the purchase of real properties operating as convenience stores and gas stations; and
WHEREAS, Portfolio Owner and Seller have agreed to amend the Agreement as set forth herein and for Fund VI to be added as a party thereto.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
A. Term; Exclusivity. During the period commencing on the date first set forth above (the “Effective Date”) and terminating on the date that is two (2) years after the Effective
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Date (the “Exclusivity Period”), other than with respect to the existing transactions specifically set forth on Schedule 2, Seller shall not sell or designate any Property pursuant to a sale-leaseback (or similar leasing) transaction, without first offering such Property to Seller in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, the Exclusivity Period shall terminate prior to the date that is two (2) years after the Effective Date if, and at such time as, Purchase Agreements (as defined below) for SLB Properties and Designation Agreements (as defined below) for Assigned Properties that have been executed during the second year of the Exclusivity Period, have, in the aggregate, purchase prices equal to or greater than One Billion One Hundred Fifty Million and No/100 Dollars ($1,150,000,000.00); provided, however, that solely in connection with an Assigned Trigger Notice delivered with respect to potential Assigned Properties relating to Seller’s proposed acquisition of TravelCenters of America, Inc. (collectively, the “TA Assigned Properties”) (i) the One Billion One Hundred Fifty Million and No/100 Dollars ($1,150,000,000.00) hereinabove referenced shall be increased by an additional One Billion Two Hundred Fifty Million and No/100 Dollars (1,250,000.00) in order to accommodate the purchase by Seller of such TA Assigned Properties, subject in all respects to the other terms and provisions of this Agreement, and (ii) the Exclusivity Period shall expire on September 30, 2023; provided, further, that the purchase price for which Purchaser may acquire each such TA Assigned Property shall be as set forth on Schedule 3 hereto.
Schedule 3 is hereby attached to this Amendment. For the avoidance of doubt, the parties agree that this Amendment makes no change to the definition of the term Effective Date.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date set forth above.
PURCHASER:
GPM Portfolio Owner LLC,
a Delaware limited liability company
By: /s/ Michael Reiter
Name: Michael Reiter
Title: Authorized Representative
OAK STREET REAL ESTATE CAPITAL FUND VI OP, LP
By: Oak Street Real Estate Capital GP VI, LLC, its general partner
By: /s/ Michael Reiter
Name: Michael Reiter
Title: Authorized Representative
ACKNOWLEDGED AND AGREED:
OAK STREET REAL ESTATE CAPITAL NET LEASE PROPERTY FUND, LP
By: Oak Street Real Estate Capital Net Lease Property Fund GP, LLC, its general partner
By: /s/ Michael Reiter
Name: Michael Reiter
Title: Authorized Representative
Signature Page to Second Amendment to Standby Real Estate Purchase, Designation and Lease Program
SELLER:
GPM Investments, LLC,
a Delaware limited liability company
By: /s/ Arie Kotler
Name: Arie Kotler
Title: CEO
By: /s/ Eyal Nuchamovitz
Name: Eyal Nuchamovitz
Title: EVP
Signature Page to Second Amendment to Standby Real Estate Purchase, Designation and Lease Program