Item 1.01 Entry into a Material Definitive Agreement

On December 20, 2022, GPM Investments, LLC, a Delaware limited liability company ("GPM"), a wholly owned subsidiary of ARKO Corp., a Delaware corporation (the "Company"), entered into an eighth amendment (the "Eighth Amendment") to its revolving credit agreement, dated February 28, 2020, by and among GPM, certain of its subsidiaries as borrowers and guarantors, the lenders from time to time party thereto and PNC Bank, National Association ("PNC"), as lender and as agent (as amended, the "PNC Credit Agreement"), which provides for a secured revolving credit facility (the "GPM PNC Line of Credit") in an aggregate principal amount of up to $140 million (including revolving loans and letters of credit).

The Eighth Amendment amended the PNC Credit Agreement to effect the following primary changes:

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Extended the maturity date by five years to December 22, 2027.

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replaced LIBOR with SOFR (as defined in the Eighth Amendment) as an interest rate benchmark, including the replacement of LIBOR Rate Loans, with interest periods of one, two and three months, with adjusted Term SOFR Rate Loans (as defined in the Eighth Amendment), with interest periods of one and three months.

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Revised certain negative covenants to provide additional flexibility, including increased fixed dollar baskets and introduction of basket increases based on average undrawn availability.

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Added cardlock receivables as a portion of the borrowing base under certain circumstances.

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Increased certain thresholds for events of default.

Additionally, the Eighth Amendment effected certain changes related to the borrowers' obligations to deliver certain information to PNC, as well as conforming changes to reflect completed acquisitions and the Company's previously reported internal restructuring. The Company did not incur additional debt or receive any proceeds in connection with the Eighth Amendment.

The foregoing description of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Amendment, including the complete text of the PNC Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number    Description
10.1        Eighth Amendment to Third Amended, Restated and Consolidated
          Revolving Credit and Security Agreement, dated December 20, 2022, by
          and among GPM Investments, LLC and certain of its subsidiaries as other
          borrowers and guarantors thereto, the lenders party thereto and PNC
          Bank, National Association.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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