Exhibit 10.1


 


EIGHTH
AMENDMENT TO  CREDIT AGREEMENT


 


This Eighth
Amendment to Credit Agreement (this “Eighth
Amendment”) is made as of June 13,
2008, by and among GLOBAL OPERATING LLC,
a Delaware limited liability company (“OLLC”), GLOBAL
COMPANIES LLC, a Delaware limited liability company (“Global”),
GLOBAL MONTELLO GROUP CORP., a Delaware
corporation (“Montello”), GLEN HES CORP., a
Delaware corporation (“Glen  Hes”), CHELSEA
SANDWICH LLC, a Delaware limited liability company (“Sandwich” and, collectively with OLLC, Global,
Glen Hes and Montello, the “Borrowers” and each a “Borrower”), GLOBAL PARTNERS LP, a Delaware limited partnership (the “MLP”),
GLOBAL GP LLC, a Delaware limited
liability company (the “GP” and, collectively with the MLP, the “Initial  Guarantors
and each individually, an “Initial  Guarantor”), each “Lender” (as such term is
defined in the Credit Agreement referred to below) (collectively, the “Lenders”
and each individually, a “Lender”) party hereto  and Bank of America, N.A. as Administrative
Agent and L/C Issuer (as each such term is defined in the Credit Agreement),
amending certain provisions of that certain Credit Agreement dated as of October 4,
2005 (as amended and in effect from time to time, the “Credit  Agreement”) by and among
the Borrowers, the Initial Guarantors, the Lenders, the Administrative Agent
and the L/C Issuer.  Terms not otherwise
defined in the Credit Agreement shall have the same respective meanings herein
as therein.


 


WHEREAS, the Loan Parties, the
Lenders, the Administrative Agent and the L/C Issuer desire to amend certain
provisions of the Credit Agreement as provided more fully herein below;


 


NOW,
THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


§1.  Amendment  to
Section 1  of  the  Credit  Agreement.  Section 1.1
of the Credit Agreement is hereby amended by inserting the following definitions
in the appropriate alphabetical order:


 


“Tranche  I  Available  Amount”
has the meaning specified in Section 2.1(a)(i).


 


“Tranche  I  Loans” means WC Revolver Loans the
proceeds of which are used to fund working capital requirements used in the
daily operations of the Borrowers.


 


“Tranche  II  Available  Amount”
has the meaning specified in Section 2.1(a)(i).


 


“Tranche  II  Loans” means WC Revolver Loans the
proceeds of which are used to fund working capital investments in acquisition
or capital expansion projects.


 

















 


§2.  Amendment  to
Section 2
of  the  Credit  Agreement.  Section 2.1(a) of
the Credit Agreement is hereby amended as follows:


 


(a)           Section 2.1(a)(i) of the
Credit Agreement is hereby amended by inserting immediately at the end of the
text of Section 2.1(a)(i) the following sentences:


 


WC Revolver Loans
will be either Tranche I Loans or Tranche II Loans.  The Borrowers shall be permitted to have WC
Revolver Loans which constitute (a) Tranche II Loans of up to an aggregate
principal amount of $166,000,000 (as the same may be modified pursuant to the
provisions of this Section 2.1(a)(i), the “Tranche II Available Amount”)
and (b) Tranche I Loans of up to an aggregate principal amount equal to the
Total WC Revolver Commitment in effect at any relevant date of determination,
minus the Tranche II Available Amount in effect at any relevant date of
determination (such amount as calculated being the “Tranche I Available Amount”).  Notwithstanding anything to the contrary
contained in this Section 2.1(a)(i), the Borrowers shall be permitted to
increase the Tranche II Available Amount from time to time to an amount of up
to $200,000,000 upon providing the Administrative Agent with a written request
of any such increase and the approval of the Administrative Agent of any such
request.  The Borrowers shall not be
required to request that such WC Revolver Loan be either a Tranche I Loan or a
Tranche II Loan.


 


(b)           Section 2.1(a)(iv) of the
Credit Agreement is hereby amended by deleting Section 2.1(a)(iv) in
its entirety and restating it as follows:


 


(iv)          Notwithstanding anything to the
contrary contained in this Section 2.1(a), in each calendar year, the
Outstanding Amount of all WC Revolver Loans which constitute Tranche I Loans
shall not exceed $97,000,000 for a period of ten (10) consecutive calendar
days.


 


§3.  Amendment  to
Section 6.2
of  the  Credit  Agreement.  Section 6.2(i) of
the Credit Agreement is hereby amended by deleting Section 6.2(i) in
its entirety and restating it as follows:


 


(i)            as soon as practicable, but in any
event within forty five (45) days of the end of each fiscal quarter, (1) a
report of gross margins and volumes by product for such fiscal quarter; and (2) a
certification signed by a Responsible Officer of the Loan Parties as to the
Tranche I Available Amount and Tranche II Available Amount as of the end of the
such fiscal quarter, together with any changes in such amounts from the
previous fiscal quarter.


 


§4.  Conditions to
Effectiveness. This Eighth Amendment will become
effective as of the date hereof upon receipt by the Administrative Agent of a
fully-executed original counterparts of this Eighth Amendment executed by the
Loan Parties, the Administrative Agent and the required Lenders.


 


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§5.          Representations  and
Warranties.  Each of the Loan Parties hereby repeats, on
and as of the date hereof, each of the representations and warranties made by
it in Article V of the Credit Agreement except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date, and except that
for purposes of this §3, the representations and warranties contained in
subsections (a) and (b) of Section 5.5 of the Credit Agreement
shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.1 of the Credit
Agreement, provided, that all references
therein to the Credit Agreement shall refer to such Credit Agreement as amended
hereby.  In addition, each of the Loan
Parties hereby represents and warrants that the execution and delivery by such
Loan Party of this Eighth Amendment and the performance by each such Loan Party
of all of its agreements and obligations under the Credit Agreement as amended
hereby and the other Loan Documents to which it is a party are within the
corporate, partnership and/or limited liability company authority of each of
the Loan Parties and have been duly authorized by all necessary corporate,
partnership and/or membership action on the part of each of the Loan Parties.


 


§6.          Ratification,
Etc.  Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect.  The Credit Agreement and this Eighth
Amendment shall be read and construed as a single agreement.  All references in the Credit Agreement or any
related agreement or instrument to the Credit Agreement shall hereafter refer
to the Credit Agreement as amended hereby.


 


§7.          No
Waiver.  Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Loan Parties or any rights of the Administrative Agent, the L/C Issuer or
the Lenders consequent thereon.


 


§8.          Counterparts.  This Eighth Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.


 


§9.          Severability.  If any provision of this Eighth Amendment is
held to be illegal, invalid or unenforceable, (a) the legality, validity
and enforceability of the remaining provisions of this Eighth Amendment shall
not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


§10.        Governing
Law.  THIS EIGHTH AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).


 


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IN WITNESS WHEREOF, the parties
hereto have executed this Eighth Amendment as a document under seal as of the
date first above written.


 


	
   

  	
  GLOBAL
  OPERATING LLC

  
	
   

  	
  By:
  Global Partners LP, its sole member

  
	
   

  	
  By:
  Global GP LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/Thomas J.
  Hollister

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLOBAL
  COMPANIES LLC

  
	
   

  	
  By:
  Global Operating LLC, its sole member

  
	
   

  	
  By:
  Global Partners LP, its sole member

  
	
   

  	
  By:
  Global GP LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/Thomas J.
  Hollister

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL
  MONTELLO GROUP CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/Thomas J.
  Hollister

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLEN
  HES CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/Thomas J.
  Hollister

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHELSEA
  SANDWICH LLC

  	
   

  
	
   

  	
  By:
  Global Operating LLC, its sole member

  
	
   

  	
  By:
  Global Partners LP, its sole member

  
	
   

  	
  By:
  Global GP LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/Thomas J.
  Hollister

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
					



 


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  BANK OF
  AMERICA, N.A., as

  
	
   

  	
  Administrative
  Agent

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Henry
  Pennell

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A., as

  
	
   

  	
  a Lender and L/C Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Christen A. Lacey

  
	
   

  	
  Title:

  	
  Principal

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STANDARD
  CHARTERED BANK, as

  
	
   

  	
  a Lender

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia
  Doyle

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert K.
  Reddington

  
	
   

  	
  Title:

  	
  AVP Credit
  Documentation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John M.
  Hariaczyi

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOCIETE
  GENERALE, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
										



 


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  RBS CITIZENS,

  	
   

  
	
   

  	
  NATIONAL ASSOCIATION

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN
  BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Elisabet C.
  Hayes

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FORTIS
  CAPITAL CORP., as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Matthew L.
  Rosetti

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kimberly
  Oates

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEBSTER
  BANK NATIONAL

  
	
   

  	
  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Carol Carver

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Keven D.
  Smith

  
	
   

  	
  Title: Senior
  Vice President

  
					



 


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  TD BANK,
  N.A.,

  
	
   

  	
  (f/k/a
  TD BankNorth, N.A.)

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John Mercier

  
	
   

  	
  Title: Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ M. W.
  Sweeney

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK,

  	
   

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ D. M.
  Grondin

  
	
   

  	
  Title: Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CALYON
  NEW YORK BRANCH

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mark Lvoff

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael
  Kermarrec

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


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RATIFICATION
OF GUARANTY


 


Each of the undersigned guarantors (each a “Guarantor”) hereby
acknowledges and consents to the foregoing Eighth Amendment as of June 13,
2008, and agrees that the Guaranty dated as of October 4, 2005 (as amended
and in effect from time to time, the “Guaranty”) from each of the
undersigned Guarantors remains in full force and effect, and each of the
Guarantors confirms and ratifies all of its obligations thereunder.
Notwithstanding anything to the contrary contained herein, the parties thereto
hereby acknowledge, agree and confirm that as of the date hereof, the Guaranty
remains in full force and effect.


 


 


	
   

  	
  GLOBAL PARTNERS LP

  
	
   

  	
  By:  Global GP LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas J.
  Hollister

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer and

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL GP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas J.
  Hollister

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer and

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
					



 


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