Exhibit 10.1

      Execution Version

      

      

      AMENDMENT NO. 3 TO CREDIT AGREEMENT

       

      AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of March 12, 2021 (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”).

       

      RECITALS:

       

      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 “Amendment 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 or the
        Amendment Credit Agreement, as the context may require); and

       

      WHEREAS, in accordance with Section 9.02 of the Credit Agreement, the Borrower and the Lenders party hereto wish to amend the Credit Agreement as set forth herein.

      

      

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

       

      	1.	
              Amendment to Credit Agreement.  (a) The definition of “Amendment No. 2 Term Loan
                Availability Period” in Section 1.01 of the Credit Agreement is hereby amended by replacing the phrase “the three (3) month anniversary of the Amendment No. 2 Effective Date” in clause (x) therein with “the five (5) month anniversary of the
                Amendment No. 2 Effective Date”.

            


       

      (b) Section 2.09(b) of the Credit Agreement is amended and restated to read in its entirety  as follows:

       

      “(b)     The Borrower hereby unconditionally
          promises to repay to the Administrative Agent for the ratable account of each applicable Lender, (i) the Amendment No. 2 Term Loans on the last day of each of March, June, September and December following the Amendment No. 2 Term Loan Funding
          Date in an aggregate amount equal to 1.25% of the Amendment No. 2 Term Loans outstanding on the Amendment No. 2 Term Loan Funding Date and (ii) the entire unpaid principal amount of the Amendment No. 2 Term Loans on the Amendment No. 2 Term Loan
          Maturity Date.”

      

      

      	2.	
              Amendment No. 3 Effective Date Conditions.  This Amendment will become effective on the
                date (the “Amendment No. 3 Effective Date”) on which the following conditions are satisfied or waived:

            


       

      	

            	2.1.	
              This Amendment shall have been executed and delivered by the Borrower, the Administrative Agent and each Lender.

            


       

      	

            	2.2.	
              (a) The representations and warranties of the Borrower set forth in Article III of the Credit
                Agreement shall be true and correct in all material respects on and as of the date of hereof (it being understood and agreed that any such representation or warranty which by its terms is made as of an earlier date shall be required to be
                true and correct in all material respects only as such earlier date, and that any representation and warranty that is qualified as to “materiality,”
                “Material Adverse Effect” or similar language shall be true and correct in all respects on the applicable date) and (b) immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

            


       

      
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            	2.3.	
              The Administrative Agent shall have received a certificate dated the Amendment No. 3 Effective Date and executed by a Responsible Officer of the Borrower stating that the
                conditions set forth in Section 2.2 above are satisfied as of such date.

            


       

      	3.	
              Reaffirmation.

            


       

      	

            	3.1.	
              The Borrower hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, the covenants and agreements contained in the Credit Agreement and each
                other Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby.

            


       

      	

            	3.2.	
              The Borrower, by its signature below, hereby affirms and confirms its obligations under the Credit Agreement and each of the other Loan Documents to which it is a party, all as
                provided in the Loan Documents as originally executed, and acknowledges and agrees that such obligations continue in full force and effect.

            


       

      	4.	
              Amendment, Modification and Waiver.  This Amendment may not be amended, modified or waived
                except by an instrument or instruments in writing signed and delivered in compliance with Section 9.02 of the Credit Agreement.

            


       

      	5.	
              Entire Agreement.  This Amendment, the Amended Credit Agreement and the other Loan
                Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with
                respect to the subject matter hereof.

            


       

      	6.	
              Applicable Law; Waiver of Jury Trial; Submission to Jurisdiction; Waiver of Venue; Service of
                  Process; Etc.  The parties hereto acknowledge and agree that the provisions of Section 9.09 (Governing Law; Jurisdiction; Consent to Service of Process) and Section 9.10
                (Waiver of Jury Trial) of the Credit Agreement are incorporated by reference herein, and shall apply to this Amendment as if set forth herein in full, mutatis

                  mutandis. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

            


       

      	7.	
              Severability.  Wherever possible, each provision of this Amendment shall be interpreted in
                such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or
                invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Amendment.

            


       

      	8.	
              Counterparts.  This Amendment may be executed in counterparts (and by different parties
                hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile
                or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of electronic 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.

            


       

      
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      	9.	
              Loan Document.  On and after the Amendment No. 3 Effective Date, this Amendment shall
                constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.

            


       

      	10.	
              Effect of Amendment.  The Credit Agreement, and each of the other Loan Documents, as
                specifically amended by this Amendment, are and shall continue to be in full force and effect. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a novation or waiver of
                or otherwise affect the rights and remedies of the Lenders or the Administrative Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms,
                conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document.  From and after the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
                “hereof” or words of like import referring to the Credit Agreement and each reference in the Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a
                reference to the Credit Agreement, as amended by this Amendment.

            


       

      [Signature pages to follow]

       

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

       

      	 	
              BORROWER:

            
	 	 
	 	
              CASEY’S GENERAL STORES, INC.

            
	 	 
	 	
              By:

            	 	
              /s/ Stephen P. Bramlage, Jr.

            
	 	 	
              Name:

            	
              Stephen P. Bramlage, Jr.

            
	 	 	
              Title:

            	
              Chief Financial Officer

            


      

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

       

      

      
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              ROYAL BANK OF CANADA, as Administrative Agent

            
	 	 	 
	 	
              By:

            	 	
              /s/ Helena Sadowski

            
	 	 	
              Name:

            	
              Helena Sadowski

            
	 	 	
              Title:

            	
              Manager, Agency

            


      

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

      

      

      
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              ROYAL BANK OF CANADA, as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ John Flores

            
	 	 	
              Name:

            	
              John Flores

            
	 	 	
              Title:

            	
              Authorized Signatory

            


      

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

       

      

      
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              BMO Harris Bank, N.A., as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ Katherine Robinson

            
	 	 	
              Name:

            	
              Katherine Robinson

            
	 	 	
              Title:

            	
              Managing Director

            


      

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

      

      

      
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              Capital One, National Association, as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ Anuj Dhingra

            
	 	 	
              Name:

            	
              Anuj Dhingra

            
	 	 	
              Title:

            	
              Duly Authorized Signatory

            


      

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

      

      

      
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              CIBC BANK USA, as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ Kelly J. Barrick

            
	 	 	
              Name:

            	
              Kelly J. Barrick

            
	 	 	
              Title:

            	
              Managing Director

            


      

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

       

      
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              COBANK, ACB, as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ Jared Greene

            
	 	 	
              Name:

            	
              Jared Greene

            
	 	 	
              Title:

            	
              Assistant Corporate Secretary

            


      

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

      

      

      
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              COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ Piet Hein Knook

            
	 	 	
              Name:

            	
              Piet Hein Knook

            
	 	 	
              Title:

            	
              Vice President

            
	 	 	 	 
	 	
              By:

            	 	
              /s/ Shane Koonce

            
	 	 	
              Name:

            	
              Shane Koonce

            
	 	 	
              Title:

            	
              Executive Director

            


      

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

      

      

      
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              Goldman Sachs Bank USA, as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ Dan Martis

            
	 	 	
              Name:

            	
              Dan Martis

            
	 	 	
              Title:

            	
              Authorized Signatory

            


      

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

      

      

      
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              MUFG Bank, Ltd., as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ Katie Cunningham

            
	 	 	
              Name:

            	
              Katie Cunningham

            
	 	 	
              Title:

            	
              Director

            


       

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

       

      
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              MUFG Union Bank, N.A., as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ Katie Cunningham

            
	 	 	
              Name:

            	
              Katie Cunningham

            
	 	 	
              Title:

            	
              Director

            


       

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

       

      

      
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              UMB Bank, n.a., as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ Robert P. Elbert

            
	 	 	
              Name:

            	
              Robert P. Elbert

            
	 	 	
              Title:

            	
              Senior Vice President

            


      

      

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

       

      

      
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              WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

            
	 	 
	 	
              By:

            	 	
              /s/ Maureen S. Malphus

            
	 	 	
              Name:

            	
              Maureen S. Malphus

            
	 	 	
              Title:

            	
              Vice President

            


       

      Casey’s General Stores - Amendment No. 3 to Credit Agreement

       

      

       

      

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