glp_Ex_10-2_Second_Amendment


		
			Exhibit 10.2
		

		
			 
		

		
			SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
		

		
			 
		

		
			This Second Amendment to Third Amended and Restated Credit Agreement (this "Second Amendment") is made as of September 10, 2018, 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 ("Chelsea LLC"), GLP FINANCE CORP., a Delaware corporation ("Finance"), GLOBAL ENERGY MARKETING LLC, a Delaware limited liability company ("GEM"), GLOBAL CNG LLC, a Delaware limited liability company ("CNG"), ALLIANCE ENERGY LLC, a Massachusetts limited liability company ("Alliance"), CASCADE KELLY HOLDINGS LLC, an Oregon limited liability company ("Cascade") and WARREN EQUITIES, INC., a Delaware corporation ("Warren" and, collectively with  OLLC, Global, Montello, Glen Hes, Chelsea LLC, Finance, GEM, CNG, Alliance and Cascade, the "Borrowers" and each individually, a "Borrower"),  GLOBAL PARTNERS LP, a Delaware limited partnership (the "MLP"), 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 (as such term is defined in the Credit Agreement), amending certain provisions of that certain Third Amended and Restated Credit Agreement dated as of April 25, 2017 (as amended and in effect from time to time, the "Credit Agreement") by and among the Borrowers, the MLP, the Lenders, the Administrative Agent, the Swing Line Lender, the L/C Issuers, the Alternative Currency Fronting Lender, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as Co-Syndication Agents and Citizens Bank, N.A., Societe Generale, BNP Paribas and The Bank of Tokyo-Mitsubishi UFJ, Ltd. NY Branch, as Co-Documentation Agents.  Capitalized terms used herein without definition and which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
		

		
			 
		

		
			WHEREAS, the Loan Parties, the requisite Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement, all 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 2.06 of the Credit Agreement.   Section 2.06(c) of the Credit Agreement is hereby amended by deleting Section 2.06(c) in its entirety and restating it as follows:
		

		
			 
		

		
			(c)Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to (x) Sections 7.03(a), (c), (d), (e), (f), (g) or (h) hereof or (y) Section 7.03(b) hereof to the extent the proceeds thereof are being used to refinance, redeem or repurchase other Indebtedness which was permitted to be incurred hereunder), the Borrowers shall prepay an aggregate principal 


		 


 


amount of the Revolver Loan equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the applicable Loan Party or such Subsidiary, provided, no reduction of the Aggregate Revolver Commitment shall occur as a result thereof.
		

		
			§2.Conditions to Effectiveness. This Second Amendment will become effective as of the date hereof upon receipt by the Administrative Agent of the fully executed counterparts of this Second Amendment (including the Ratification of Guaranty hereto by the Guarantors) executed by the Loan Parties, the Administrative Agent and the Lenders.
		

		
			 
		

		
			§3.Representations and Warranties; No Default.  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 Second 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.  Each of the Loan Parties hereby certifies to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing as of the date hereof.
		

		
			 
		

		
			§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 Second 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.  This Second Amendment shall constitute a Loan Document.
		

		
			 
		

		
			§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 Issuers, the Swing Line Lender, the Alternative Currency Fronting Lender, the Syndication Agent, the Co-Documentation Agents or the Lenders consequent thereon.
		

		
			 
		

		
			§6.Counterparts.  This Second 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.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Agreement.
		

		
			 
		

		
			§7.Governing Law.    THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
		

		
			 
		

		
			
		

		
			


		 


		

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IN WITNESS WHEREOF, the parties hereto have executed this Second 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/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			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/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			GLOBAL MONTELLO GROUP CORP.
		

		
			 
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			 
		

		
			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/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			 
		

		
			GLEN HES CORP.
		

		
			 
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			


		 


		

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			GLP FINANCE CORP.
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			GLOBAL ENERGY MARKETING LLC
		

		
			By:  Global Operating LLC, its sole member
		

		
			By:  Global Partners LP, its sole member
		

		
			By:  Global GP LLC, its general partner
		

		
			 
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			 
		

		
			ALLIANCE ENERGY LLC
		

		
			By:  Global Operating LLC, its sole member
		

		
			By:  Global Partners LP, its sole member
		

		
			By:  Global GP LLC, its general partner
		

		
			 
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			CASCADE KELLY HOLDINGS LLC
		

		
			By:  Global Operating LLC, its sole member
		

		
			By:  Global Partners LP, its sole member
		

		
			By:  Global GP LLC, its general partner
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			GLOBAL CNG LLC
		

		
			By:  Global Operating LLC, its sole member
		

		
			By:  Global Partners LP, its sole member
		

		
			By:  Global GP LLC, its general partner
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			WARREN EQUITIES, INC.
		

		
			 
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			 
		

		
			GLOBAL PARTNERS LP
		

		
			By:  Global GP LLC, its general partner
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			bank of america, n.a.,  as 
Administrative Agent
		

		
			By:  /s/ Anthony W. Kell
		

		
			Name:  Anthony W. Kell
		

		
			Title:  Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			bank of america, n.a.,  as a Lender, L/C Issuer, Alternative Currency Fronting Lender and Swing Line Lender
		

		
			By:  /s/ Christopher G. Dibiase
		

		
			Name:  Christopher G. Dibiase
		

		
			Title:    Director
		

		
			


		 


		

			 

		





 



		

		
			 
		

		
			JPMORGAN CHASE BANK, N.A.,  as a Lender, L/C Issuer and as Co-Syndication Agent
		

		
			 
		

		
			 
		

		
			By:  /s/ Daniel Stampfel
		

		
			Name:  Daniel Stampfel
		

		
			Title:  Authorized Officer
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			wells fargo bank, n.a.,  as a Lender and Co-Syndication Agent
		

		
			 
		

		
			 
		

		
			By:  /s/ Daniel M. Grondin
		

		
			Name:  Daniel M. Grondin
		

		
			Title:  Senior Vice President
		

		
			


		 


		

			 

		





 



		

		
			citizens bank, N.A.,  as a Lender and Co-Documentation Agent
		

		
			 
		

		
			 
		

		
			By:  /s/ Donald A. Wright
		

		
			Name:  Donald A. Wright
		

		
			Title:  Senior Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			societe generale,  as a Lender and Co-Documentation Agent
		

		
			 
		

		
			 
		

		
			By:  /s/ Michiel V.M. Van Der Voort
		

		
			Name:  Michiel V.M. Van Der Voort
		

		
			Title:  Managing Director
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			bnp paribas,  as a Lender and Co-Documentation Agent
		

		
			 
		

		
			 
		

		
			By:  /s/ Zachary Kaiser
		

		
			Name:  Zachary Kaiser
		

		
			Title:  Vice President
		

		
			 
		

		
			 
		

		
			By:  /s/ Delphine Gaudiot
		

		
			Name:  Delphine Gaudiot
		

		
			Title:  Director
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			MUFG BANK, LTD. (formerly known as the bank of tokyo-mitsubishi ufj, ltd.),  as a Lender and Co-Documentation Agent
		

		
			 
		

		
			 
		

		
			By:  /s/ Richard J. Wernli
		

		
			Name:  Richard J. Wernli
		

		
			Title:  Managing Director
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			bmo harris financing, inc.,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ Matthew Davis
		

		
			Name:  Matthew Davis
		

		
			Title:  Director
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			credit agricole corporate and investment bank,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ Zali Win
		

		
			Name:  Zali Win
		

		
			Title:  Managing Director
		

		
			 
		

		
			 
		

		
			By:  /s/ Christine Jang
		

		
			Name:  Christine Jang
		

		
			Title:  Senior Associate
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		





 



		

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

		
			 
		

		
			 
		

		
			By:  /s/ Chung-Taek Oh
		

		
			Name:  Chung-Taek Oh
		

		
			Title:  Executive Director
		

		
			 
		

		
			By:  /s/ Chan K. Park
		

		
			Name:  Chan K. Park
		

		
			Title:  Managing Director
		

		
			


		 


		

			 

		





 



		

		
			santander bank, n.a.,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ Thomas F. McNamara
		

		
			Name:  Thomas F. McNamara
		

		
			Title:  Senior Vice President
		

		
			 
		

		
			 
		

		
			By:  /s/ Jeffrey G. Millman
		

		
			Name:  Jeffrey G. Millman
		

		
			Title:  Regional Credit Manager
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			deutsche bank ag, new york branch,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ Chris Chapman
		

		
			Name:  Chris Chapman
		

		
			Title:  Director
		

		
			 
		

		
			By:  /s/ Shai Bandner
		

		
			Name:  Shai Bandner
		

		
			Title:  Director
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			td bank, n.a.,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ Vijay Prasad
		

		
			Name:  Vijay Prasad
		

		
			Title:  Senior Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			REGIONS BANK,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/Katie Hammons 
		

		
			Name:  Katie Hammons
		

		
			Title:  Assistant Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			RAYMOND JAMES BANK, N.A., as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ John Harris
		

		
			Name:  John Harris
		

		
			Title:  Managing Director
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			BARCLAYS BANK PLC, as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ Jake Lam
		

		
			Name:  Jake Lam
		

		
			Title:  Assistant Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			customers bank,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ James B. Daley
		

		
			Name:  James B. Daley
		

		
			Title:  Senior Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			WEBSTER BANK, NATIONAL ASSOCIATION,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ Samuel C. Pepe
		

		
			Name:  Samuel C. Pepe
		

		
			Title:  Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			PEOPLE'S UNITED BANK, national association, formerly PEOPLE'S UNITED BANK,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ Jeffrey Giunta
		

		
			Name:  Jeffrey Giunta
		

		
			Title:  Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			fifth third bank,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ James Holacka
		

		
			Name:  James Holacka
		

		
			Title:  Director/Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			keybank national association,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ Tad Stainbrook
		

		
			Name:  Tad Stainbrook
		

		
			Title:  Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			BLUE HILLS BANK,  as a Lender
		

		
			 
		

		
			 
		

		
			By:  /s/ Kelley Keefe
		

		
			Name:  Kelley Keefe
		

		
			Title:  Senior Vice President
		

		
			 
		

		
			


		 


		

			 

		





 



		

			 

		


		

			 

		




RATIFICATION OF GUARANTY
		

		
			 
		

		
			Each of the undersigned guarantors (each a "Guarantor") hereby acknowledges and consents to the foregoing Second Amendment as of September 10, 2018, and agrees that each of (a) the Third Amended and Restated Guaranty dated as of April 25, 2017 (as amended and in effect from time to time, the "Guaranty") from each of Global Partners LP, Bursaw Oil LLC, Warex Terminals Corporation, Drake Petroleum Company, Inc., Puritan Oil Company, Inc. and Maryland Oil Company, Inc.; and (b) the Amended and Restated Guarantee dated as of April 25, 2017 (as amended and in effect from time to time, the "Canada Guaranty") from Global Partners Energy Canada ULC remains in full force and effect, and each of the Guarantors confirms and ratifies all of its obligations thereunder and under each of the other Loan Documents to which such Guarantor is a party. Notwithstanding anything to the contrary contained herein, the parties hereto hereby acknowledge, agree and confirm that as of the date hereof, each of the Guaranty and the Canada Guaranty remains in full force and effect.
		

		
			 
		

		
			GLOBAL PARTNERS LP
By:  Global GP LLC, its general partner
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			BURSAW OIL LLC
By:  Alliance Energy LLC, its sole member
By:  Global Operating LLC, its sole member
By:  Global Partners LP, its sole member
By:  Global GP LLC, its general partner
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			

		

		
			GLOBAL PARTNERS ENERGY CANADA ULC
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			

		


			 

		


			 

		





 



		

			 

		


		

			 

		





		

		
			WAREX TERMINALS CORPORATION
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			DRAKE PETROLEUM COMPANY, INC.
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			PURITAN OIL COMPANY, INC.
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel
		

		
			MARYLAND OIL COMPANY, INC.
		

		
			 
		

		
			 
		

		
			By: /s/ Edward J. Faneuil
		

		
			Title: Executive Vice President and General Counsel