Exhibit 10.1


 


FIFTH AMENDMENT TO  CREDIT AGREEMENT


 


This Fifth Amendment to Credit Agreement (this “Fifth Amendment”) is made as of October 23, 2007, 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
2  of  the  Credit  Agreement.  Section
2.1(a) of the Credit Agreement is hereby amended by inserting immediately after
the end of the text of Section 2.1(a)(iii) the following:


 


(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 shall not exceed
$130,000,000 for a period of ten (10) consecutive calendar days.


 


§2.  Conditions
to Effectiveness. This Fifth Amendment
will become effective as of the date hereof upon receipt by the Administrative
Agent of the following:


 


(a)           fully-executed original counterparts of this Fifth Amendment
executed by the Loan Parties, the Administrative Agent and the required
Lenders; and


 

















 


(b)           receipt by the Administrative Agent for the account of each Lender that
consents to this Fifth Amendment and returns its duly executed signature page
hereto by not later than 12:00 noon (EST) on October 22, 2007, an amendment fee
of $5,000.


 


§3.          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,
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 Fifth 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.


 


§4.          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 Fifth
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.


 


§5.          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.


 


§6.          Counterparts. This
Fifth 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.


 


§7.          Governing
Law . THIS FIFTH 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 Fifth 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 Hollister

  	
   

  
	
   

  	
  Title:   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 Hollister

  	
   

  
	
   

  	
  Title:   Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLOBAL MONTELLO GROUP CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Thomas Hollister

  	
   

  
	
   

  	
  Title:   Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
  GLEN HES CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Thomas Hollister

  	
   

  
	
   

  	
  Title:   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 Hollister

  	
   

  
	
   

  	
  Title:   Chief Operating Officer

  



 


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  BANK OF AMERICA, N.A., as

  
	
   

  	
       Administrative
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/Todd Mac Neill

  	
   

  
	
   

  	
      Title: Vice Pesident

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as

  
	
   

  	
       a Lender and
  L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/Christen A. Lacey

  	
   

  
	
   

  	
      Christen A. Lacey, Principal

  
	
   

  	
   

  
	
   

  	
  STANDARD CHARTERED BANK, as

  
	
   

  	
       a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/Robert K. Reddington, Assitant
  Vice President

  	
   

  
	
   

  	
  By:

  	
    /s/Patricia Doyle, Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as

  
	
   

  	
       a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/John M. Hariaczyi

  	
   

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOCIETE GENERALE, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/Barbara Paulsen

  	
   

  
	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/Emmanuel Chesneau

  	
   

  
	
   

  	
  Title:  Managing Director

  
					



 


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  RBS CITIZENS, NA

  
	
   

  	
       as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/Marina E. Grossi

  	
   

  
	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/Robert Lanigan

  	
   

  
	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  FORTIS CAPITAL CORP., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/Matthew L. Rosetti

  	
   

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/Juan J. Mejia

  	
   

  
	
   

  	
  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 BANKNORTH, N.A.,

  
	
   

  	
       as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/John Mercier

  	
   

  
	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
       as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/Michael Sweeney

  	
   

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK,

  
	
   

  	
     NATIONAL ASSOCIATION

  
	
   

  	
       as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/Daniel M. Grondin

  	
   

  
	
   

  	
  Title:  Senior Vice President

  



 


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RATIFICATION OF GUARANTY


 


Each of the undersigned guarantors (each a “Guarantor”) hereby
acknowledges and consents to the foregoing Fifth Amendment as of October 23,
2007, 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 Hollister

  	
   

  
	
   

  	
             Title:
  Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLOBAL GP
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Thomas Hollister

  	
   

  
	
   

  	
             Title:
  Chief Operating Officer

  



 


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