Amendment No. 1 to Credit Agreement

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 30, 2020 (this “Amendment”), by and among CASEY’S GENERAL STORES, INC. (the “Borrower”), the LENDERS party hereto and ROYAL BANK OF CANADA, as administrative agent (in such capacity, the “Administrative Agent”).

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 11, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among the Borrower, the lending institutions from time to time party thereto (collectively, the “Lenders”) and the Administrative Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);

WHEREAS, Section 9.02 of the Credit Agreement provides that the Credit Agreement may be amended, modified or waived pursuant to a written agreement by the Borrower and the Required Lenders; and

WHEREAS, the Borrower has requested that the Administrative Agent and Lenders party hereto amend certain provisions of the Credit Agreement, pursuant to Section 9.02 of the Credit Agreement, in certain respects as more fully described herein, and the Administrative Agent and the Lenders party hereto (which constitute the Required Lenders) have agreed to permit such amendments, all subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

“Intercreditor Agreement” means one or more intercreditor agreements each in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders; provided that a form of intercreditor agreement shall be deemed to be acceptable to the Lenders without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date on which such form of intercreditor agreement is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such form of intercreditor agreement.

“Pledge and Security Agreement” means one or more pledge and/or security agreements each in form and substance reasonably acceptable to the Administrative Agent.

“Privately Placed Notes” means, collectively, the Borrower’s (a) 3.67% Senior Notes, Series A due June 15, 2028, (b) 3.75% Senior Notes, Series B due December 18, 2028, (c) 3.65% Senior Notes, Series C due May 2, 2031, (d) 3.72% Senior Notes, Series D due October 28, 2031, (e) 3.51% Senior Notes, Series E due June 13, 2025, (f) 3.77% Senior Notes, Series F due August 22, 2028, (g) 2.85% Senior Notes, Series G due August 7, 2030, and (h) 2.96% Senior Notes, Series H due August 6, 2032.

“(b)    Indebtedness under the Privately Placed Notes and other Indebtedness, in each case, as set forth in Schedule 6.01, and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b)”.

“(c)    During a Collateral/Covenant Suspension Period, the Borrower and its Subsidiaries will not create, incur, assume or permit to exist Priority Debt in the nature of a credit facility, asset-based financing or a debt security or note unless such Indebtedness and/or Liens would be permitted under Section 6.01 and Section 6.02 of this Agreement, in each case assuming for this purpose that a Collateral/Covenant Period is in effect.”

“Delivery by fax or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document and the words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement or any other Loan Document shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.  The Administrative Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission.”

obligations of the Loan Parties party hereto and thereto, enforceable against such Loan Parties in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed and delivered by a duly authorized officer.