Exhibit 4.1


CLASS B UNIT

PURCHASE AGREEMENT


by and among


GLOBAL PARTNERS LP


and


THE PURCHASERS PARTY
HERETO
















Table of Contents


	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Accounting Procedures and Interpretation

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE II AGREEMENT TO SELL AND PURCHASE

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Sale and Purchase

  	
  5

  
	
  Section 2.02

  	
  Closing

  	
  5

  
	
  Section 2.03

  	
  Mutual Conditions

  	
  5

  
	
  Section 2.04

  	
  The Purchasers’ Conditions

  	
  6

  
	
  Section 2.05

  	
  Global’s Conditions

  	
  7

  
	
  Section 2.06

  	
  Global Deliveries

  	
  7

  
	
  Section 2.07

  	
  Purchasers’ Deliveries

  	
  8

  
	
  Section 2.08

  	
  Independent Nature of Purchasers’ Obligations and
  Rights

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS AND WARRANTIES OF GLOBAL

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Existence

  	
  9

  
	
  Section 3.02

  	
  Purchased Units, Capitalization and Valid Issuance

  	
  10

  
	
  Section 3.03

  	
  Global SEC Documents

  	
  11

  
	
  Section 3.04

  	
  No Material Adverse Change

  	
  12

  
	
  Section 3.05

  	
  Litigation

  	
  12

  
	
  Section 3.06

  	
  No Conflicts

  	
  12

  
	
  Section 3.07

  	
  Authority, Enforceability

  	
  13

  
	
  Section 3.08

  	
  Compliance with Laws

  	
  13

  
	
  Section 3.09

  	
  Approvals

  	
  13

  
	
  Section 3.10

  	
  MLP Status

  	
  14

  
	
  Section 3.11

  	
  Investment Company Status

  	
  14

  
	
  Section 3.12

  	
  Certain Fees

  	
  14

  
	
  Section 3.13

  	
  No Side Agreements

  	
  14

  
	
  Section 3.14

  	
  Preemptive Rights or Registration Rights

  	
  14

  
	
  Section 3.15

  	
  No Registration

  	
  14

  
	
  Section 3.16

  	
  No Integration

  	
  14

  
	
  Section 3.17

  	
  Insurance

  	
  14

  
	
  Section 3.18

  	
  Internal Accounting Controls

  	
  15

  
	
  Section 3.19

  	
  Form S-3 Eligibility

  	
  15

  
	
  Section 3.20

  	
  Terms of Class B Units; Class B Unit Vote

  	
  15

  
	
  Section 3.21

  	
  Material Agreements

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE
  PURCHASERS

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Existence

  	
  15

  
	
  Section 4.02

  	
  Authorization, Enforceability

  	
  15

  
	
  Section 4.03

  	
  No Breach

  	
  16

  
	
  Section 4.04

  	
  Certain Fees

  	
  16

  
	
  Section 4.05

  	
  No Side Agreements

  	
  16

  
	
  Section 4.06

  	
  Investment

  	
  16

  



 



 i
 









 


	
  Section 4.07

  	
  Nature of Purchasers

  	
  17

  
	
  Section 4.08

  	
  Receipt of Information; Authorization

  	
  17

  
	
  Section 4.09

  	
  Restricted Securities

  	
  17

  
	
  Section 4.10

  	
  Legend

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE V COVENANTS

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Subsequent Offerings

  	
  17

  
	
  Section 5.02

  	
  Shareholder Vote With Respect to Conversion

  	
  18

  
	
  Section 5.03

  	
  Lock-Up

  	
  18

  
	
  Section 5.04

  	
  Vote For Conversion of Class B Units

  	
  18

  
	
  Section 5.05

  	
  Taking of Necessary Action

  	
  18

  
	
  Section 5.06

  	
  Other Actions

  	
  19

  
	
  Section 5.07

  	
  Use of Proceeds

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI INDEMNIFICATION, COSTS AND EXPENSES

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Indemnification by Global

  	
  19

  
	
  Section 6.02

  	
  Indemnification by the Purchasers

  	
  19

  
	
  Section 6.03

  	
  Indemnification Procedure

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII MISCELLANEOUS

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Interpretation and Survival of Provisions

  	
  21

  
	
  Section 7.02

  	
  Survival of Provisions

  	
  21

  
	
  Section 7.03

  	
  No Waiver; Modifications in Writing

  	
  21

  
	
  Section 7.04

  	
  Binding Effect; Assignment

  	
  22

  
	
  Section 7.05

  	
  Non-Disclosure

  	
  22

  
	
  Section 7.06

  	
  Communications

  	
  22

  
	
  Section 7.07

  	
  Removal of Legend

  	
  23

  
	
  Section 7.08

  	
  Entire Agreement

  	
  23

  
	
  Section 7.09

  	
  Governing Law

  	
  24

  
	
  Section 7.10

  	
  Execution in Counterparts

  	
  24

  
	
  Section 7.11

  	
  Termination.

  	
  24

  
	
  Section 7.12

  	
  Recapitalization, Exchanges, Etc. Affecting the
  Purchased Units

  	
  24

  



 


Schedule A - List of Purchasers and Commitment Amounts


Schedule B - Notice and Contact Information


Exhibit A —  Form
of Registration Rights Agreement


Exhibit B —  Form
of Opinion of Global Counsel


Exhibit C —  Form of Second Amended and Restated Agreement
of Limited Partnership of Global Partners LP



 ii















CLASS B UNIT PURCHASE AGREEMENT


This CLASS B UNIT PURCHASE AGREEMENT, dated as of
March 17, 2007 (this “Agreement”), is by and among GLOBAL PARTNERS
LP, a Delaware limited partnership (“Global”), and each of the
purchasers set forth in Schedule A hereto (the “Purchasers”).


WHEREAS, Global desires to sell to each of the
Purchasers, and each of the Purchasers desires, severally and not jointly, to
purchase from Global, certain Class B Units, in accordance with the provisions
of this Agreement; and


WHEREAS, Global has agreed to provide the Purchasers
with certain registration rights with respect to the Common Units underlying
the Class B Units acquired pursuant hereto.


NOW THEREFORE, in consideration of the mutual
covenants and agreements set forth herein and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:


ARTICLE I


DEFINITIONS


Section 1.01  Definitions.  As
used in this Agreement, and unless the context requires a different meaning,
the following terms have the meanings indicated:


“Affiliate” means, with respect to a specified
Person, any other Person, whether now in existence or hereafter created,
directly or indirectly controlling, controlled by or under direct or indirect common
control with such specified Person.  For
purposes of this definition, “control” (including, with correlative meanings, “controlling”,
“controlled by”, and “under common control with”) means the power to direct or
cause the direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.


“Agreement” has the meaning set forth in the
introductory paragraph.


“Basic Documents” means, collectively, this
Agreement, the Registration Rights Agreement, the Class B Amendment, the
Non-Disclosure Agreements and any and all other agreements or instruments
executed and delivered by the Parties on even date herewith or at the Closing
relating to the issuance and sale of the Purchased Units, or any amendments,
supplements, continuations or modifications thereto.


“Business Day” means any day other than a
Saturday, Sunday, any federal legal holiday or day on which banking
institutions in the State of New York are authorized or required by law or
other governmental action to close.


“Class B Amendment”  means the Second Amended and Restated
Agreement of Limited Partnership of Global, in all material respects in the
form attached to this Agreement as Exhibit A.


“Class B Unit Price” shall have the meaning
specified in Section 2.01(b).













“Class B Units” means the Class B Units
representing limited partner interests in Global as established by the Class B
Amendment.


“Closing” shall have the meaning specified in Section
2.02.


“Closing Date” shall have the meaning specified
in Section 2.02.


“Commission” means the United States Securities
and Exchange Commission.


“Common Units” means the common units
representing limited partner interests in Global.


“Delaware LP Act” shall have the meaning specified
in Section 3.02.


“Delaware LLC Act” shall have the meaning
specified in Section 3.02.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended from time to time, and the rules and regulations of the
Commission promulgated thereunder.


“Exxon Purchase Agreement” means that certain
Terminals Sale and Purchase Agreement, dated as of March 16, 2007, by and
between Global Companies LLC and ExxonMobil Oil Corporation.


“Exxon Terminals Acquisition” means the
acquisition of certain terminal assets from ExxonMobil Oil Corporation pursuant
to the Exxon Purchase Agreement.


“GAAP” means generally accepted accounting
principles in the United States of America in effect from time to time.


“General Partner” means Global GP LLC, a
Delaware limited liability company.


“Global” has the meaning set forth in the
introductory paragraph.


“Global Credit Facility” means the Credit
Agreement, dated October 4, 2005, among Global Operating LLC, Global Companies
LLC, Global Montello Group LLC, Glen Hes Corp. and Chelsea Sandwich LLC, as
borrowers, Global Partners LP and Global GP LLC, as guarantors, each lender
from time to time party thereto and Bank of America, N.A., as administrative
agent and L/C issuer, as amended from time to time.


“Global Financial Statements” shall have the
meaning specified in Section 3.03.


“Global Material Adverse Effect” means any
material and adverse effect on (a) the assets, liabilities, financial
condition, business, operations, affairs or prospects of Global and its
Subsidiaries taken as a whole; (b) the ability of the Global Parties taken
as a whole to carry on their business as such business is conducted as of the
date hereof or to meet their obligations under the Basic Documents on a timely
basis; or (c) the ability of Global to consummate the transactions under
any Basic Document provided, however, that with respect to Section
2.04(b), Section 2.04(g), Section 2.06(g), and Section
7.11 a Global Material Adverse Effect shall not



 2
 









include any material and
adverse effect on the foregoing to the extent such material and adverse effect
results from, arises out of, or relates to (x) a general deterioration in
the economy or changes in the general state of the industries in which the
Global Parties operate, except to the extent that the Global Parties, taken as
a whole, are adversely affected in a disproportionate manner as compared to
other industry participants, (y) the outbreak or escalation of hostilities
involving the United States, the declaration by the United States of a national
emergency or war or the occurrence of any other calamity or crisis, including
acts of terrorism, or (z) any change in accounting requirements or
principles imposed upon Global and its Subsidiaries or their respective
businesses or any change in applicable Law, or the interpretation thereof.


“Global Parties” means Global, the General
Partner, and all of Global’s Subsidiaries.


“Global Related Parties” shall have the meaning
specified in Section 6.02.


“Global SEC Documents” shall have the meaning
specified in Section 3.03.


“Governmental Authority” means, with respect to
a particular Person, any country, state, county, city and political subdivision
in which such Person or such Person’s Property is located or that exercises
valid jurisdiction over any such Person or such Person’s Property, and any
court, agency, department, commission, board, bureau or instrumentality of any
of them and any monetary authority that exercises valid jurisdiction over any
such Person or such Person’s Property. 
Unless otherwise specified, all references to Governmental Authority
herein with respect to Global means a Governmental Authority having
jurisdiction over Global, its Subsidiaries or any of their respective
Properties.


“Indemnified Party” shall have the meaning
specified in Section 6.03.


“Indemnifying Party” shall have the meaning
specified in Section 6.03.


“Law” means any federal, state, local or
foreign order, writ, injunction, judgment, settlement, award, decree, statute,
law, rule or regulation.


“Lien” means any interest in Property securing
an obligation owed to, or a claim by, a Person other than the owner of the
Property, whether such interest is based on the common law, statute or
contract, and whether such obligation or claim is fixed or contingent, and
including but not limited to the lien or security interest arising from a
mortgage, encumbrance, pledge, security agreement, conditional sale or trust
receipt or a lease, consignment or bailment for security purposes.  For the purpose of this Agreement, a Person
shall be deemed to be the owner of any Property that it has acquired or holds
subject to a conditional sale agreement, or leases under a financing lease or
other arrangement pursuant to which title to the Property has been retained by
or vested in some other Person in a transaction intended to create a financing.


“Lock-Up Date” means 90 days from the
Closing Date.


“NYSE” shall mean The New York Stock Exchange,
Inc.


 “Non-Disclosure
Agreements” means that certain letter agreement, dated January 16, 2007,
between Global and KA Fund Advisors, LLC, that certain letter agreement, dated
March 12, 



 3
 









2007, between Global and
Fiduciary Asset Management, LLC and that certain letter agreement, dated March
12, 2007, between Global and Tortoise Capital Advisors, L.L.C.


“Partnership Agreement” means the First Amended
and Restated Agreement of Limited Partnership of Global Partners LP dated
October 4, 2005, as amended from time to time, including by the Class B
Amendment.


“Partnership Securities” means any class or
series of equity interest in Global (but excluding any options, rights,
warrants and appreciation rights relating to an equity interest in Global),
including without limitation Common Units, Class B Units, Subordinated Units
and Incentive Distribution Rights (as defined in the Partnership Agreement).


“Permits” means, with respect to Global or any
of its Subsidiaries, any licenses, permits, variances, consents,
authorizations, waivers, grants, franchises, concessions, exemptions, orders,
registrations and approvals of Governmental Authorities or other Persons
necessary for the ownership, leasing, operation, occupancy or use of its
Properties or the conduct of its businesses as currently conducted or proposed
to be conducted.


“Person” means any individual, corporation,
company, voluntary association, partnership, joint venture, trust, limited
liability company, unincorporated organization or government or any agency,
instrumentality or political subdivision thereof, or any other form of entity.


“Property” means any interest in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible.


“Purchase Price” means, with respect to a
particular Purchaser, the monetary commitment amount equal to the product of
the number of Purchased Units for such Purchaser, multiplied by the Class B
Unit Price.


“Purchased Units” means with respect to each
Purchaser, the number of Class B Units as set forth opposite such Purchaser’s
name on Schedule A hereto.


“Purchaser” has the meaning set forth in the
introductory paragraph.


“Purchaser Related Parties” shall have the
meaning specified in Section 6.01.


“Registration Rights Agreement” means the
Registration Rights Agreement, to be entered into at the Closing, between
Global and the Purchasers in the form attached hereto as Exhibit A.


“Representatives” of any Person means the
officers, directors, managers, employees, agents, counsel, accountants,
investment bankers and other representatives of such Person.


“Securities Act” means the Securities Act of
1933, as amended from time to time, and the rules and regulations of the
Commission promulgated thereunder.


“Subordinated Units” means the subordinated
units representing limited partner interests in Global.



 4
 









“Subsidiary” means, as to any Person, any
corporation or other entity of which: (i) such Person or a Subsidiary of
such Person is a general partner or manager; (ii) at least a majority of
the outstanding equity interest having by the terms thereof ordinary voting
power to elect a majority of the board of directors or similar governing body
of such corporation or other entity (irrespective of whether or not at the time
any equity interest of any other class or classes of such corporation or other
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by such
Person or one or more of its Subsidiaries; or (iii) any corporation or other
entity as to which such Person consolidates for accounting purposes.


“Unitholders” means the unitholders of Global.


Section 1.02  Accounting
Procedures and Interpretation.  Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all
determinations with respect to accounting matters hereunder shall be made, and
all Global Financial Statements and certificates and reports as to financial
matters required to be furnished to the Purchasers hereunder shall be prepared,
in accordance with GAAP applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto or, in the case of
unaudited statements, as permitted by Form 10-Q promulgated by the
Commission) and in compliance as to form in all material respects with
applicable accounting requirements and with the published rules and regulations
of the Commission with respect thereto.


ARTICLE II


AGREEMENT
TO SELL AND PURCHASE


Section 2.01  Sale
and Purchase.


(a)                                  Subject
to the terms and conditions hereof, Global hereby agrees to issue and sell to
each Purchaser and each Purchaser, severally and not jointly, hereby agrees to
purchase from Global, the number of Purchased Units as set forth on Schedule A
opposite the name of such Purchaser, and each Purchaser agrees to pay Global
the Class B Unit Price for each Purchased Unit as set forth in paragraph (b)
below.


(b)                                 The
amount per Class B Unit each Purchaser will pay to Global to purchase the
Purchased Units (the “Class B Unit Price”) hereunder shall be $28.00,
provided, however, that if the Closing Date is after the record date for the
distribution to Unitholders with respect to the quarter ending March 31, 2007
and paid in the quarter ended June 30, 2007, then the Purchasers shall receive
a discount on the Class B Unit Price equal to the amount per unit of such
distribution.


Section 2.02  Closing.  Subject
to the terms and conditions hereof, the consummation of the purchase and sale
of the Purchased Units hereunder (the “Closing”) shall take place at the
offices of Vinson & Elkins L.L.P., 666 Fifth Avenue, 26th Floor, New York,
New York concurrently with the closing of the Exxon Terminals Acquisition (the
date of such closing, the “Closing Date”).


Section 2.03  Mutual
Conditions.  The respective obligations of each party to
consummate the purchase and issuance and sale of the Purchased Units shall be
subject to the



 5
 









satisfaction on or prior to the Closing Date of each
of the following conditions (any or all of which may be waived by a particular
party on behalf of itself in writing, in whole or in part, to the extent
permitted by applicable Law):


(a)                                  no
Law shall have been enacted or promulgated, and no action shall have been
taken, by any Governmental Authority of competent jurisdiction that
temporarily, preliminarily or permanently restrains, precludes, enjoins or
otherwise prohibits the consummation of the transactions contemplated hereby or
makes the transactions contemplated hereby illegal;


(b)                                 there
shall not be pending any suit, action or proceeding by any Governmental
Authority seeking to restrain, preclude, enjoin or prohibit the transactions
contemplated by this Agreement; and


(c)                                  the
closing of the Exxon Purchase Agreement shall occur concurrently with Closing
and all conditions set forth in Section 8.1 (Obligation of Buyer to Close) of
the Exxon Purchase Agreement, shall have been satisfied in all material
respects or the fulfillment of any such conditions to Global Companies LLC’s
obligations shall have been waived, except for those conditions that, by their
nature, will be satisfied concurrently with the Closing.


Section 2.04  The
Purchasers’ Conditions.  The respective obligation of each
Purchaser to consummate the purchase of its Purchased Units shall be subject to
the satisfaction on or prior to the Closing Date of each of the following
conditions (any or all of which may be waived by a particular Purchaser on
behalf of itself in writing with respect to its Purchased Units, in whole or in
part, to the extent permitted by applicable Law):


(a)                                  Global
shall have performed and complied with the covenants and agreements contained
in this Agreement that are required to be performed and complied with by Global
on or prior to the Closing Date;


(b)                                 The
representations and warranties of Global contained in this Agreement that are
qualified by materiality or a Global Material Adverse Effect shall be true and
correct when made and as of the Closing Date and all other representations and
warranties of Global shall be true and correct in all material respects when
made and as of the Closing Date, in each case as though made at and as of the
Closing Date (except that representations made as of a specific date shall be
required to be true and correct as of such date only);


(c)                                  The
NYSE shall have approved the terms of Class B Units, as set forth in the Class
B Amendment.


(d)                                 No
notice of delisting from the NYSE shall have been received by Global with
respect to the Common Units, and Global shall have filed a supplemental listing
application with the NYSE relating to the Common Units underlying the Class B
Units;


(e)                                  The
Class B Amendment, in all material respects in the form attached as Exhibit A
to this Agreement but with such additional modifications as shall be consented
to by all Purchasers (such consent not to be unreasonably withheld, shall have
been duly adopted and be in full force;



 6
 









(f)                                    Global
shall have delivered, or caused to be delivered, to the Purchasers at the
Closing, Global’s closing deliveries described in Section 2.06; and


(g)                                 Since
the date of this Agreement, no Global Material Adverse Effect shall have
occurred.


Section 2.05  Global’s
Conditions.  The obligation of Global to consummate the sale of
the Purchased Units to each Purchaser shall be subject to the satisfaction on
or prior to the Closing Date of each of the following conditions with respect
to each Purchaser individually and not jointly (any or all of which may be
waived by Global in writing, in whole or in part, to the extent permitted by
applicable Law):


(a)                                  the
representations and warranties of such Purchaser contained in this Agreement
that are qualified by materiality shall be true and correct when made and as of
the Closing Date and all other representations and warranties of such Purchaser
shall be true and correct in all material respects as of the Closing Date
(except that representations of such Purchaser made as of a specific date shall
be required to be true and correct as of such date only); and


(b)                                 such
Purchaser shall have delivered, or caused to be delivered, to Global at the
Closing such Purchaser’s closing deliveries described in Section 2.07.


Section 2.06  Global
Deliveries.  At the Closing, subject to the terms and conditions
hereof, Global will deliver, or cause to be delivered, to the Purchasers:


(a)                                  A
certificate or certificates representing the Purchased Units (bearing the
legend set forth in Section 4.10) and meeting the requirements of
the Partnership Agreement, free and clear of any Liens, other than transfer
restrictions under applicable federal and state securities laws;


(b)                                 Copies
of the Certificate of Limited Partnership of Global and of the Certificate of
Formation of Global GP LLC, each certified by the Secretary of State of the
jurisdiction of its formation as of a recent date;


(c)                                  A
certificate of the Secretary of State of the State of Delaware, dated a recent
date, to the effect that Global is in good standing;


(d)                                 A
cross-receipt executed by Global and delivered to each Purchaser certifying
that it has received the Purchase Price with respect to such Purchaser as of
the Closing Date;


(e)                                  An
opinion addressed to the Purchasers from legal counsel to Global, dated as of
the Closing, in the form and substance attached hereto as Exhibit B;


(f)                                    The
Registration Rights Agreement in substantially the form attached hereto as Exhibit
A, which shall have been duly executed by Global;



 7
 









(g)                                 A
certificate, dated the Closing Date and signed by the Chief Executive Officer
and the Chief Financial Officer of Global GP LLC, in their capacities as such,
stating that:


(i)                                                             Global
has performed and complied with the covenants and agreements contained in this
Agreement that are required to be performed and complied with by Global on or
prior to the Closing Date;


(ii)                                                          The
representations and warranties of Global contained in this Agreement that are
qualified by materiality or Global Material Adverse Effect are true and correct
as of the Closing Date and all other representations and warranties of Global
are true and correct in all material respects as of the Closing Date (except
that representations made as of a specific date shall be required to be true
and correct as of such date only); and


(iii)                                                       all
conditions set forth in Section 8.1 (Obligation of Buyer to Close) of the Exxon
Purchase Agreement, shall have been satisfied in all material respects or the
fulfillment of any such conditions to Global Companies LLC’s obligations shall
have been waived, except for those conditions that, by their nature, will be
satisfied concurrently with the Closing.


(h)                                 A
certificate of the Secretary or Assistant Secretary of Global GP LLC, on behalf
of Global, certifying as to (1) the Partnership Agreement, as amended, (2)
board resolutions authorizing the execution and delivery of the Basic Documents
and the consummation of the transactions contemplated thereby, including the
issuance of the Class B Units and (3) its incumbent officers authorized to
execute the Basic Documents, setting forth the name and title and bearing the
signatures of such officers.


Section 2.07  Purchasers’
Deliveries.  At the Closing, subject to the terms and conditions
hereof, each Purchaser will deliver, or cause to be delivered, to Global:


(a)                                  Payment
to Global of each Purchaser’s Purchase Price by wire transfer of immediately
available funds to an account designated by Global in writing at least two
Business Days prior to the Closing Date;


(b)                                 The
Registration Rights Agreement in substantially the form attached hereto as Exhibit
A, which shall have been duly executed by each Purchaser;


(c)                                  A
cross-receipt executed by each Purchaser and delivered to Global certifying
that it has received its respective Purchased Units as of the Closing Date;


(d)                                 A
certificate from each Purchaser, dated the Closing Date and signed by an
appropriate officer of such Purchaser, in their capacities as such, stating
that:


(i)                                     Such
Purchaser has performed and complied with the covenants and agreements
contained in this Agreement that are required to be performed and complied with
by such Purchaser on or prior to the Closing Date; and



 8
 









(ii)                                  The
representations and warranties of such Purchaser contained in this Agreement
that are qualified by materiality are true and correct as of the Closing Date
and all other representations and warranties of such Purchaser are true and
correct in all material respects as of the Closing Date (except that
representations made as of a specific date shall be required to be true and correct
as of such date only).


Section 2.08  Independent
Nature of Purchasers’ Obligations and Rights.  The obligations of
each Purchaser under any Basic Document are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in
any way for the performance of the obligations of any other Purchaser under any
Basic Documents.  The failure or waiver
of performance under any Basic Document by any Purchaser does not excuse performance
by any other Purchaser.  Nothing contained
herein or in any other Basic Document, and no action taken by any Purchaser
pursuant thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by
the Basic Document.  Each Purchaser shall
be entitled to independently protect and enforce its rights, including without
limitation, the rights arising out of this Agreement or out of the other Basic
Documents, and it shall not be necessary for any other Purchaser to be joined
as an additional party in any proceeding for such purpose.


ARTICLE III


REPRESENTATIONS
AND WARRANTIES OF GLOBAL


Global represents and warrants to each Purchaser as
follows:


Section 3.01  Existence.  Each
of Global and Global’s Subsidiaries has been duly incorporated or formed, as
the case may be, and is validly existing and in good standing under the laws of
the state or other jurisdiction of its incorporation or organization, as the
case may be, and has all requisite power and authority, and has all
governmental licenses, authorizations, consents and approvals necessary, to
own, lease, use or operate its respective Properties and carry on its business
as now being conducted, except where the failure to obtain such licenses,
authorizations, consents and approvals would not reasonably be expected to have
a Global Material Adverse Effect.  None
of Global nor any of its Subsidiaries are in default in the performance,
observance or fulfillment of any provision of, in the case of Global, the
Partnership Agreement or its Certificate of Limited Partnership or, in the case
of any Subsidiary of Global, its respective certificate of incorporation,
certification of formation, bylaws, limited liability company agreement or
other similar organizational documents. 
Each of Global and its Subsidiaries is duly qualified or licensed and in
good standing as a foreign limited partnership, limited liability company or
corporation, as applicable, and is authorized to do business in each
jurisdiction in which the ownership or leasing of its respective Properties or
the character of its respective operations makes such qualification necessary,
except where the failure to obtain such qualification, license, authorization
or good standing would not reasonably be expected to have a Global Material
Adverse Effect.



 9
 









Section 3.02  Purchased
Units, Capitalization and Valid Issuance.


(a)                                  The
Purchased Units shall have those rights, preferences, privileges and
restrictions governing the Class B Units, which shall be reflected in the Class
B Amendment.


(b)                                 As
of the date of this Agreement, the issued and outstanding limited partner
interests of Global consist of 5,642,424 Common Units, 5,642,424 Subordinated
Units, and the Incentive Distribution Rights, as defined in the Partnership
Agreement.  The only issued and
outstanding general partner interests of Global are the interests of the
General Partner described in the Partnership Agreement.  All outstanding Common Units, Subordinated
Units, and Incentive Distribution Rights and the limited partner interests
represented thereby have been duly authorized and validly issued in accordance
with applicable Law and the Partnership Agreement and are fully paid (to the
extent required by applicable Law and the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by matters
described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform
Limited Partnership Act (the “Delaware LP Act”)).


(c)                                  Other
than the Global GP LLC Long-Term Incentive Plan, Global has no equity
compensation plans that contemplate the issuance of partnership interests of
Global (or securities convertible into or exchangeable for partnership
interests of Global).  No indebtedness
having the right to vote (or convertible into or exchangeable for securities
having the right to vote) on any matters on which Global Unitholders may vote
are issued or outstanding.  Except as set
forth in the first sentence of this Section 3.02(b), as
contemplated by this Agreement, or as are contained in the Partnership
Agreement and the organization documents of Global’s Subsidiaries, there are no
outstanding or authorized (i) options, warrants, preemptive rights,
subscriptions, calls, or other rights, convertible or exchangeable securities,
agreements, claims or commitments of any character obligating Global or any of
its Subsidiaries to issue, transfer or sell any partnership interests or other
equity interest in, Global or any of its Subsidiaries or securities convertible
into or exchangeable for such partnership interests, (ii) obligations of
Global or any of its Subsidiaries to repurchase, redeem or otherwise acquire
any partnership interests or equity interests of Global or any of its
Subsidiaries or any such securities or agreements listed in clause (i) of
this sentence or (iii) voting trusts or similar agreements to which Global
or any of its Subsidiaries is a party with respect to the voting of the equity
interests of Global or any of its Subsidiaries.


(d)                                 (i) All
of the issued and outstanding equity interests of each of Global’s Subsidiaries
are owned, directly or indirectly, by Global free and clear of any Liens
(except for such restrictions as may exist under applicable Law and except for
such Liens as may be imposed under the Global Credit Facility), and all such
ownership interests have been duly authorized, validly issued and are fully
paid (to the extent required by applicable Law or in the organizational
documents of Global’s Subsidiaries, as applicable) and non-assessable (except
as such nonassessability may be affected by matters described in Sections
17-303, 17-607 and 17-804 and of the Delaware LP Act and Sections 18-607
and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC
Act”)) and free of preemptive rights, with no personal liability attaching
to the ownership thereof, and (ii) except as disclosed in the Global SEC
Documents, neither Global nor any of its Subsidiaries owns any shares of
capital stock or



 10
 









other securities of, or interest in, any other Person,
or is obligated to make any capital contribution to or other investment in any
other Person.


(e)                                  The
offer and sale of the Purchased Units and the limited partner interests
represented thereby, have been, or prior to the Closing Date will be, duly
authorized by Global pursuant to the Partnership Agreement and, when issued and
delivered to such Purchaser against payment therefor in accordance with the
terms of this Agreement, will be validly issued, fully paid (to the extent
required by applicable law and the Partnership Agreement) and nonassessable
(except as such nonassessability may be affected by matters described in Sections
17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any
and all Liens and restrictions on transfer, other than restrictions on transfer
under the Partnership Agreement or this Agreement and under applicable state
and federal securities laws and other than Liens as are created by the
Purchasers.


(f)                                    Global’s
currently outstanding Common Units are quoted on the NYSE, and Global has not
received any notice of delisting.  The
Class B Units will be issued in compliance with all applicable rules of the
NYSE.


(g)                                 The
Common Units issuable upon conversion of the Class B Units and the limited
partner interests represented thereby, upon issuance in accordance with the
terms of the Class B Units as reflected in the Class B Amendment, and upon receipt
of the required Unitholder approval, will be duly authorized by Global pursuant
to the Partnership Agreement prior to the Closing and will be validly issued,
fully paid (to the extent required by applicable law and the Partnership
Agreement) and nonassessable (except as such nonassessability may be affected
by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware
LP Act) and will be free of any and all Liens and restrictions on transfer,
other than restrictions on transfer under the Partnership Agreement or this
Agreement and under applicable state and federal securities laws and other than
such Liens as are created by the Purchasers.


Section 3.03  Global
SEC Documents.  Global has timely filed with the Commission all
forms, registration statements, reports, schedules and statements required to
be filed by it under the Exchange Act or the Securities Act (all such
documents, collectively “Global SEC Documents”).  The Global SEC Documents, including, without
limitation, any audited or unaudited financial statements and any notes thereto
or schedules included therein (the “Global Financial Statements”), at
the time filed (in the case of registration statements, solely on the dates of
effectiveness) (except to the extent corrected by a subsequently filed Global
SEC Document filed prior to the date hereof) (a) did not contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein (in light
of the circumstances under which they were made in the case of any prospectus)
not misleading, (b) complied as to form in all material respects with the
applicable requirements of the Exchange Act and the Securities Act, as
applicable, (c) complied as to form in all material respects with
applicable accounting requirements and with the published rules and regulations
of the Commission with respect thereto, (d) in the case of the Global
Financial Statements, were prepared in accordance with GAAP applied on a consistent
basis during the periods involved (except as may be indicated in the notes
thereto or, in the case of unaudited statements, as permitted by Form 10-Q
of the Commission), and (e) in the case of the Global Financial
Statements, fairly present (subject in the case of unaudited statements to
normal,



 11
 









recurring and year-end audit adjustments) in all
material respects the consolidated financial position of Global and its
Subsidiaries as of the dates thereof and the consolidated results of its
operations and cash flows for the periods then ended.  Ernst & Young LLP is an independent
registered public accounting firm with respect to Global and the General
Partner and has not resigned or been dismissed as independent registered public
accountants of Global or the General Partner as a result of or in connection
with any disagreement with Global on a matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.


Section 3.04  No
Material Adverse Change.  Except as set forth in or contemplated
by the Global SEC Documents filed with the Commission on or prior to the date
hereof, since the date of Global’s most recent Form 10-K filing with the
Commission, there has been no (a) change that has had or would reasonably
be expected to have a Global Material Adverse Effect, (b) disposition of any
material asset, otherwise than for fair value in the ordinary course of
business or (c) material change in Global’s accounting principles,
practices or methods.


Section 3.05  Litigation.  Except
as set forth in the Global SEC Documents, there is no action, suit, or
proceeding pending (including any investigation, litigation or inquiry) or, to
Global’s knowledge, contemplated or threatened against or affecting any of the
Global Parties or any of their respective officers, directors, properties or
assets, that (a) questions the validity of this Agreement or the Registration
Rights Agreement or the right of Global to enter into this Agreement or the
Registration Rights Agreement or to consummate the transactions contemplated
hereby and thereby or (b) (individually or in the aggregate) would reasonably
be expected to result in a Global Material Adverse Effect.


Section 3.06  No
Conflicts.  The (a) execution, delivery and performance by the Global
Parties of the Basic Documents to which they are parties, and the Exxon
Purchase Agreement by the Global Party which is a party thereto and compliance
by the Global Parties with the terms and provisions hereof and thereof, and the
issuance and sale by Global of the Purchased Units, do not and will not
(a) assuming the accuracy of the representations and warranties of the
Purchasers contained herein and their compliance with the covenants contained
herein, violate any provision of any Law or Permit having applicability to
Global or any of its Subsidiaries or any of their respective Properties,
(b) conflict with or result in a violation or breach of any provision of
the certificate of limited partnership or other organizational documents of
Global, or the Partnership Agreement, or any organizational documents of any of
Global’s Subsidiaries, (c) require any consent, approval or notice under
or result in a violation or breach of or constitute (with or without due notice
or lapse of time or both) a default (or give rise to any right of termination,
cancellation or acceleration) under any contract, agreement, instrument,
obligation, note, bond, mortgage, license, loan or credit agreement to which
Global or any of its Subsidiaries is a party or by which Global or any of its
Subsidiaries or any of their respective Properties may be bound, or
(d) result in or require the creation or imposition of any Lien upon or
with respect to any of the Properties now owned or hereafter acquired by Global
or any of its Subsidiaries, except in the cases of clauses (a), (c) and (d)
where any such conflict, violation, default, breach, termination, cancellation,
failure to receive consent, approval or notice, or acceleration with respect to
the foregoing provisions of this Section 3.06 would not be,
individually or in the aggregate, reasonably likely to result in a Global
Material Adverse Effect.



 12
 









Section 3.07  Authority,
Enforceability.  Each Global Party has all necessary power and
authority to execute, deliver and perform its obligations under the Basic
Documents and the Exxon Purchase Agreement to which it is a party and to
consummate the transactions contemplated thereby, and the execution, delivery
and performance by each Global Party of the Basic Documents and the Exxon Purchase
Agreement to which it is a party, have been duly authorized by all necessary
action on the part of such Global Party; and the Basic Documents and the Exxon
Purchase Agreement constitute the legal, valid and binding obligations of the
Global Parties (subject to Unitholder approval of the conversion of the Class B
Units into Common Units) to which each is a party, enforceable in accordance
with their terms, except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer and similar laws affecting creditors’ rights
generally or by general principles of equity, including principles of
commercial reasonableness, fair dealing and good faith.


Section 3.08  Compliance
with Laws. Neither Global nor any of its Subsidiaries is in violation
of any judgment, decree or order or any Law applicable to Global or its
Subsidiaries, except as would not, individually or in the aggregate, have a
Global Material Adverse Effect.  Global
and its Subsidiaries possess all certificates, authorizations and permits
issued by the appropriate regulatory authorities necessary to conduct their
respective businesses, except where the failure to possess such certificates,
authorizations or permits would not have, individually or in the aggregate, a
Global Material Adverse Effect, and neither Global nor any such Subsidiary has
received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permit, except where such potential
revocation or modification would not have, individually in the aggregate, a
Global Material Adverse Effect.  Neither
Global, nor any of its Subsidiaries, nor any director, officer, agent, employee
or other person acting on behalf of Global or any of its Subsidiaries has, in
the course of its actions for, or on behalf of, Global or any of its
Subsidiaries (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity; (ii)
made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,
as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government
official or employee.


Section 3.09  Approvals.  Except
for the approvals required by the Commission in connection with any
registration statement filed under the Registration Rights Agreement,
Unitholder approval of the conversion of the Class B Units into Common Units
and for approvals that have already been obtained, no authorization, consent,
approval, waiver, license, qualification or written exemption from, nor any
filing, declaration, qualification or registration with, any Governmental
Authority or any other Person is required in connection with the execution,
delivery or performance by any Global Party of any of the Basic Documents to
which it is a party, except where the failure to receive such authorization,
consent, approval, waiver, license, qualification or written exemption from, or
to make such filing, declaration, qualification or registration would not,
individually or in the aggregate, reasonably be expected to have a Global
Material Adverse Effect.



 13
 









Section 3.10  MLP
Status.  Global has, since its formation in October, 2005, met
the gross income requirements of Section 7704(c)(2) of the Internal
Revenue Code of 1986, as amended.


Section 3.11  Investment
Company Status.  Global is not now, and after the sale of the
Purchased Units and the application of the net proceeds from such sale will not
be, an “investment company” within the meaning of the Investment Company Act of
1940, as amended.


Section 3.12  Certain
Fees.  No fees or commissions are or will be payable by Global to
brokers, finders, or investment bankers with respect to the sale of any of the
Purchased Units or the consummation of the transaction contemplated by this
Agreement.  Global agrees that it will indemnify
and hold harmless each Purchaser from and against any and all claims, demands,
or liabilities for broker’s, finder’s, placement, or other similar fees or
commissions incurred by Global or alleged to have been incurred by Global in
connection with the sale of the Purchased Units or the consummation of the
transactions contemplated by this Agreement.


Section 3.13  No
Side Agreements.  There are no agreements by, among or between
Global or any of its Affiliates, on the one hand, and any Purchaser or any of
its Affiliates, on the other hand, with respect to the transactions
contemplated hereby other than the Basic Documents nor promises or inducements
for future transactions between or among any of such parties.


Section 3.14  Preemptive
Rights or Registration Rights.  Except as set forth in the
agreement of limited partnership, limited liability company agreement or other
organizational documents of the Global Parties, there are no preemptive rights
or other rights to subscribe for or to purchase, nor any restriction upon the
voting or transfer of, any capital stock or partnership or membership interests
of any of the Global Parties, in each case pursuant to any other agreement or
instrument to which any of such entities is a party or by which any one of them
may be bound. Neither the execution of this Agreement, the issuance of the
Purchased Units as contemplated by this Agreement nor the conversion of the
Purchased Units into Common Units gives rise to any rights for or relating to
the registration of any Partnership Securities, other than as have been waived.


Section 3.15  No
Registration.  Assuming the accuracy of the representations and
warranties of each Purchaser contained in Section 4.06, the issuance and sale
of the Purchased Units pursuant to this Agreement is exempt from registration
requirements of the Securities Act of 1933, as amended.


Section 3.16  No
Integration.  Neither Global nor any of its Subsidiaries have,
directly or indirectly through any agent, sold, offered for sale, solicited
offers to buy or otherwise negotiated in respect of, any “security” (as defined
in the Securities Act of 1933, as amended) that is or will be integrated with
the sale of the Purchased Units in a manner that would require registration
under the Securities Act of 1933, as amended.


Section 3.17  Insurance.  Global
and its Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which they are engaged.  Global does not have any



 14
 









reason to believe that it or any Subsidiary will not
be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary
to continue its business.


Section 3.18  Internal
Accounting Controls.  Global and the Subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.  Global is not aware of any
failures of such internal accounting controls.


Section 3.19  Form
S-3 Eligibility.  Global is eligible to register its Common Units
for resale by the Purchasers under Form S-3 promulgated under the Securities
Act.


Section 3.20 
Terms of Class B Units;  Class B Unit
Vote  The affirmative vote of a majority of the total votes cast
by the holders of Common Units (excluding Common Units held by the General
Partner and its Affiliates) is the only approval required by the NYSE, the
Partnership Agreement or applicable Law to approve the conversion of Class B
Units into Common Units.


Section 3.21  Material
Agreements.  Global has provided the Purchasers with, or made
available to the Purchasers through the Global SEC Documents, correct and
complete copies of all material agreements (as defined in Section 601(b)(10) of
Regulation S-K promulgated by the Commission) and of all exhibits to the Global
SEC Documents, including amendments to or other modifications of pre-existing
material agreements, entered into by Global.


ARTICLE IV


REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS


Each Purchaser, severally and not jointly, hereby
represents and warrants to Global that:


Section 4.01  Existence.  Such
Purchaser is duly organized and validly existing and in good standing under the
laws of its state of formation, with all necessary power and authority to own
properties and to conduct its business as currently conducted.


Section 4.02  Authorization,
Enforceability.  Such Purchaser has all necessary power and
authority to execute, deliver and perform its obligations under this Agreement
and the Registration Rights Agreement and to consummate the transactions
contemplated thereby, and the execution, delivery and performance by such
Purchaser of this Agreement and the Registration Rights Agreement has been duly
authorized by all necessary action on the part of the Purchaser; and this
Agreement and the Registration Rights Agreement constitute the legal, valid and
binding obligations of such Purchaser, enforceable in accordance with their
terms, except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent transfer and



 15
 









similar laws affecting creditors’ rights generally or
by general principles of equity, including principles of commercial
reasonableness, fair dealing and good faith.


Section 4.03  No
Breach.  The execution, delivery and performance of this
Agreement and the Registration Rights Agreement by such Purchaser and the
consummation by such Purchaser of the transactions contemplated hereby and
thereby will not (a) conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any material
agreement to which such Purchaser is a party or by which the Purchaser is bound
or to which any of the property or assets of such Purchaser is subject,
(b) conflict with or result in any violation of the provisions of the
organizational documents of such Purchaser, or (c) violate any statute, order,
rule or regulation of any court or governmental agency or body having
jurisdiction over such Purchaser or the property or assets of such Purchaser,
except in the cases of clauses (a) and (c), for such conflicts, breaches,
violations or defaults as would not prevent the consummation of the
transactions contemplated by this Agreement and the Registration Rights
Agreement.


Section 4.04  Certain
Fees.  No fees or commissions are or will be payable by such
Purchaser to brokers, finders, or investment bankers with respect to the
purchase of any of the Purchased Units or the consummation of the transaction
contemplated by this Agreement.  Such
Purchaser agrees, severally and not jointly with any other Purchaser, that it
will indemnify and hold harmless Global from and against any and all claims,
demands, or liabilities for broker’s, finder’s, placement, or other similar
fees or commissions incurred by such Purchaser or alleged to have been incurred
by such Purchaser in connection with the purchase of the Purchased Units or the
consummation of the transactions contemplated by this Agreement.


Section 4.05  No
Side Agreements.  There are no other agreements by, among or
between such Purchaser and any of its Affiliates, on the one hand, and Global
or any of its Affiliates, on the other hand, with respect to the transactions
contemplated hereby other than the Basic Documents nor promises or inducements
for future transactions between or among any of such parties.


Section 4.06  Investment.  The
Purchased Units are being acquired for its own account or the account of
clients for whom it exercises investment discretion, not as a nominee or agent,
and with no intention of distributing the Purchased Units or any part thereof,
and that Purchaser has no present intention of selling or granting any
participation in or otherwise distributing the same in any transaction in
violation of the securities laws of the United States or any state, without
prejudice, however, to such Purchaser’s right at all times to (subject to such
Purchaser’s agreement contained in Section 4.07 hereof) sell or
otherwise dispose of all or any part of the Purchased Units under a
registration statement under the Securities Act and applicable state securities
laws or under an exemption from such registration available thereunder
(including, without limitation, if available, Rule 144 promulgated
thereunder). If such Purchaser should in the future decide to dispose of any of
the Purchased Units, such Purchaser understands and agrees (a) that it may
do so only in compliance with the Securities Act and applicable state
securities law, as then in effect, which may include a sale contemplated by any
registration statement pursuant to which such securities are being offered, and
(b) that stop-transfer instructions to that effect will be in effect with
respect to such securities.



 16















Section 4.07  Nature
of Purchasers.  Such Purchaser
represents and warrants to, and covenants and agrees with, Global that, (a) it
is an “accredited investor” within the meaning of Rule 501 of Regulation D
promulgated by the Commission pursuant to the Securities Act and (b) by reason
of its business and financial experience it has such knowledge, sophistication
and experience in making similar investments and in business and financial
matters generally so as to be capable of evaluating the merits and risks of the
prospective investment in the Purchased Units, is able to bear the economic
risk of such investment and, at the present time, would be able to afford a
complete loss of such investment.


Section 4.08  Receipt
of Information; Authorization.  Such
Purchaser acknowledges that it has (a) had access to Global’s SEC Documents and
(b) been provided a reasonable opportunity to ask questions of and receive
answers from Representatives of Global regarding such matters, including with
respect to the Exxon Terminals Acquisition.


Section 4.09  Restricted
Securities.  Such Purchaser
understands that the Purchased Units it is purchasing are characterized as “restricted
securities” under the federal securities Laws inasmuch as they are being
acquired from Global in a transaction not involving a public offering and that
under such Laws and applicable regulations such securities may be resold
without registration under the Securities Act only in certain limited
circumstances. In this connection, such Purchaser represents that it is
knowledgeable with respect to Rule 144 of the Commission promulgated under the
Securities Act.


Section 4.10  Legend.    It
is understood that the certificates evidencing the Purchased Units will bear
the following legend:  “These securities
have not been registered under the Securities Act of 1933, as amended.  They may not be sold or offered for sale in
the absence of a registration statement in effect with respect to the
securities under such Act or an opinion of counsel satisfactory to the Company
that such registration is not required or unless sold pursuant to Rule 144
of such Act.  These securities may be
pledged in connection with a bona fide margin account or other loan secured by
such securities.”


ARTICLE V


COVENANTS


Section 5.01  Subsequent
Offerings.   Without the written consent of the holders of
the Purchased Units, from the date of this Agreement until the Lock-Up Date,
Global shall not, and shall cause its directors, officers and Affiliates not
to, grant, issue or sell any Partnership Securities, any securities convertible
into or exchangeable therefor or take any other action that may result in the
issuance of any of the foregoing, other than (i) the issuance or sale of
Partnership Securities issued or sold in a registered public offering in
connection with future transactions that are accretive to cash flow per Common
Unit, (ii) the issuance or sale of Partnership Securities issued or sold
through a private placement provided that (Y) the Purchasers individually are
granted the right to participate in such private placement and to purchase a
percentage of the Partnership Securities sold in such private placement pro rata based upon their purchase of the Purchased Units
sold hereby and (Z) each party participating in such private placement shall
agree that it will not sell any of its Partnership Securities for a period of



 17
 









90-days following the closing of such private
placement, and (iii) the issuance of Partnership Securities directly to Sellers
as purchase price consideration in connection with future transactions that are
accretive to cash flow per Common Unit.  Notwithstanding the foregoing,
Global shall not, and shall cause its directors, officers and Affiliates not
to, sell, offer for sale or solicit offers to buy any security (as defined in
the Securities Act) that would be integrated with the sale of the Purchased
Units in a manner that would require the registration under the Securities Act
of the sale of the Purchased Units to the Purchasers.  For the avoidance of doubt, this Section
5.01 shall not prohibit Global from amending its debt instruments in the
ordinary course.


Section 5.02  Shareholder
Vote With Respect to Conversion


(a)                                  Global
shall, in accordance with applicable Law and the Partnership Agreement, take
all action necessary to convene a meeting of its Unitholders to consider and
vote upon the conversion of the Class B Units into Common Units as soon as
practicable, but in any event not later than 270 days from the Closing
Date.  Subject to fiduciary duties under
applicable Law, the board of directors of the General Partner shall, in
connection with such meeting, recommend approval of the conversion of the Class
B Units into Common Units and shall take all other lawful action to solicit the
approval of the conversion of the Class B Units into Common Units by the
Unitholders.


(b)                                 If
the conversion of the Class B Units into Common Units is not approved by the
Unitholders at the meeting contemplated by clause (a) or at successive
meeting(s) as contemplated by this clause (b), Global shall be obligated to
convene another meeting of its Unitholders on the terms set forth in clause (a)
(except that such meeting shall take place not later than 180 days from the
date of the immediately prior meeting), and the board of directors of the
General Partner shall again be obligated to take the actions set forth in
clause (a) with respect to such meeting.


Section 5.03  Lock-Up.  Such Purchaser agrees that from and after
Closing it will not sell any of the Purchased Units or the Common Units into
which such Purchased Units convert prior to the Lock-up Date.


Section 5.04  Vote
For Conversion of Class B Units.  At
any meeting (including adjournments or postponements thereof) of Unitholders
held to consider approval of the conversion of the Class B Units into Common
Units (including the special meeting of Unitholders contemplated by Section
5.02) each of the Purchasers agrees to vote, and to use commercially reasonable
efforts to cause its Affiliates to vote, any Common Units held by it or any such
Affiliates, as applicable, on the record date for such meeting in favor of the
conversion of the Class B Units into Common Units.


Section 5.05  Taking
of Necessary Action.  Each of the
Parties hereto shall use its commercially reasonable efforts promptly to take
or cause to be taken all action and promptly to do or cause to be done all
things necessary, proper or advisable under applicable Law and regulations to
consummate and make effective the transactions contemplated by this Agreement,
including but not limited to receiving NYSE approval of the terms of the Class
B Units;



 18
 









provided, that nothing contained
herein shall require Global to consummate the Exxon Terminals Acquisition.


Section 5.06  Other
Actions.  Global shall (i) cause the
Partnership Agreement to be adopted immediately prior to the issuance and sale
of the Class B Units contemplated by this Agreement and (ii) file prior to the
Closing a supplemental listing application with the NYSE to list the Common
Units underlying the Class B Units.


Section 5.07  Use
of Proceeds.  Global will use the
proceeds from the sale of the Purchased Units to fund the Exxon Terminals
Acquisition, to pay fees associated with such transaction and for general
partnership purposes.  If the Exxon
Purchase Agreement is not closed concurrently with the Closing, the Partnership
shall return the Purchase Price paid to the Partnership to the applicable
Purchasers within two Business Days of receipt thereof.


ARTICLE VI


INDEMNIFICATION,
COSTS AND EXPENSES


Section 6.01  Indemnification
by Global.  Global agrees to
indemnify each Purchaser and its Representatives (collectively, “Purchaser
Related Parties”) from, and hold each of them harmless against, any and all
losses, actions, suits, proceedings (including any investigations, litigation
or inquiries), demands, and causes of action, and, in connection therewith, and
promptly upon demand, pay or reimburse each of them for all reasonable costs,
losses, liabilities, damages, or expenses of any kind or nature whatsoever,
including, without limitation, the reasonable fees and disbursements of counsel
and all other reasonable expenses incurred in connection with investigating,
defending or preparing to defend any such matter that may be incurred by them
or asserted against or involve any of them as a result of, arising out of, or
in any way related to the breach of any of the representations, warranties or
covenants of Global contained herein, provided that
such claim for indemnification relating to a breach of any representation or warranty
is made prior to the expiration of such representation or warranty; and provided further, that no Purchaser
Related Party shall be entitled to recover special, consequential (including
lost profits or diminution in value) or punitive damages.


Section 6.02  Indemnification
by the Purchasers.  Each Purchaser
agrees, severally and not jointly, to indemnify Global, the General Partners
and their respective Representatives (collectively, “Global Related Parties”)
from, and hold each of them harmless against, any and all losses, actions,
suits, proceedings (including any investigations, litigation or inquiries),
demands, and causes of action, and, in connection therewith, and promptly upon
demand, pay or reimburse each of them for all reasonable costs, losses,
liabilities, damages, or expenses of any kind or nature whatsoever, including,
without limitation, the reasonable fees and disbursements of counsel and all
other reasonable expenses incurred in connection with investigating, defending
or preparing to defend any such matter that may be incurred by them or asserted
against or involve any of them as a result of, arising out of, or in any way
related to the breach of any of the representations, warranties or covenants of
such Purchaser contained herein, provided that
such claim for indemnification relating to a breach of any representation or
warranty is made prior to the expiration of such representation or warranty,
and provided further,



 19
 









that no Global Related Party shall be entitled to
recover special, consequential (including lost profits or diminution in value)
or punitive damages.


Section 6.03  Indemnification
Procedure.  Promptly after any Global
Related Party or Purchaser Related Party (hereinafter, the “Indemnified
Party”) has received notice of any indemnifiable claim hereunder, or the
commencement of any action, suit or proceeding by a third person, that the
Indemnified Party believes in good faith is an indemnifiable claim under this
Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying
Party”) written notice of such claim or the commencement of such action,
suit or proceeding, but failure to so notify the Indemnifying Party will not
relieve the Indemnifying Party from any liability it may have to such
Indemnified Party hereunder except to the extent that the Indemnifying Party is
materially prejudiced by such failure. Such notice shall state the nature and
the basis of such claim to the extent then known.  The Indemnifying Party shall have the right
to defend and settle, at its own expense and by its own counsel who shall be
reasonably acceptable to the Indemnified Party, any such matter as long as the
Indemnifying Party pursues the same diligently and in good faith. If the
Indemnifying Party undertakes to defend or settle, it shall promptly notify the
Indemnified Party of its intention to do so, and the Indemnified Party shall
cooperate with the Indemnifying Party and its counsel in all commercially
reasonable respects in the defense thereof and the settlement thereof. Such
cooperation shall include, but shall not be limited to, furnishing the
Indemnifying Party with any books, records and other information reasonably
requested by the Indemnifying Party and in the Indemnified Party’s possession
or control.  Such cooperation of the
Indemnified Party shall be at the cost of the Indemnifying Party.  After the Indemnifying Party has notified the
Indemnified Party of its intention to undertake to defend or settle any such
asserted liability, and for so long as the Indemnifying Party diligently
pursues such defense, the Indemnifying Party shall not be liable for any
additional legal expenses incurred by the Indemnified Party in connection with
any defense or settlement of such asserted liability; provided, however,
that the Indemnified Party shall be entitled (i) at its expense, to participate
in the defense of such asserted liability and the negotiations of the
settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume
the defense or employ counsel reasonably acceptable to the Indemnified Party or
(B) if the defendants in any such action include both the Indemnified Party and
the Indemnifying Party and counsel to the Indemnified Party shall have
concluded that there may be reasonable defenses available to the Indemnified
Party that are different from or in addition to those available to the
Indemnifying Party or if the interests of the Indemnified Party reasonably may
be deemed to conflict with the interests of the Indemnifying Party, then the
Indemnified Party shall have the right to select a separate counsel and to
assume such legal defense and otherwise to participate in the defense of such
action, with the expenses and fees of such separate counsel and other expenses
related to such participation to be reimbursed by the Indemnifying Party as
incurred.  Notwithstanding any other
provision of this Agreement, the Indemnifying Party shall not settle any
indemnified claim without the consent of the Indemnified Party, unless the
settlement thereof imposes no liability or obligation on, and includes a
complete release from liability of, and does not contain any admission of
wrongdoing or malfeasance by, the Indemnified Party.



 20
 









ARTICLE VII


MISCELLANEOUS


Section 7.01  Interpretation
and Survival of Provisions.  Article,
Section, Schedule, and Exhibit references are to this Agreement, unless
otherwise specified. All references to instruments, documents, contracts, and
agreements are references to such instruments, documents, contracts, and
agreements as the same may be amended, supplemented, and otherwise modified
from time to time, unless otherwise specified. The word “including” shall mean “including
but not limited to.” Whenever any party has an obligation under the Basic
Documents, the expense of complying with that obligation shall be an expense of
such party unless otherwise specified. Whenever any determination, consent, or
approval is to be made or given by the Purchasers, such action shall be in such
Purchaser’s sole discretion unless otherwise specified in this Agreement.  If any provision in the Basic Documents is
held to be illegal, invalid, not binding, or unenforceable, such provision
shall be fully severable and the Basic Documents shall be construed and
enforced as if such illegal, invalid, not binding, or unenforceable provision
had never comprised a part of the Basic Documents, and the remaining provisions
shall remain in full force and effect.  
The Basic Documents have been reviewed and negotiated by sophisticated
parties with access to legal counsel and shall not be construed against the
drafter


Section 7.02  Survival
of Provisions.  The representations
and warranties set forth in Section 3.01, Section 3.02, Section
3.07, Section 3.10, Section 3.11, Section 3.12, Section
3.13, Section 3.14, Section 3.15, Section 3.20  Section
4.04, Section 4.05, Section 4.07, Section 4.08, Section
4.09 and Section 4.10 hereunder shall survive the execution and
delivery of this Agreement indefinitely, and the other representations and
warranties set forth herein shall survive for a period of twelve (12) months
following the Closing Date regardless of any investigation made by or on behalf
of Global or the Purchasers.  The
covenants made in this Agreement or any other Basic Document shall survive the
Closing of the transactions described herein and remain operative and in full
force and effect regardless of acceptance of any of the Purchased Units and
payment therefor and repayment, conversion, exercise or repurchase
thereof.  All indemnification obligations
of Global and the Purchasers and the provisions of Article V shall remain
operative and in full force and effect unless such obligations are expressly
terminated in a writing referencing that individual Section, regardless of any
purported general termination of this Agreement.


Section
7.03  No Waiver; Modifications in Writing.


(a)                                  Delay.  No failure or delay on the part of any party
in exercising any right, power, or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power, or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power, or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to a party at law
or in equity or otherwise.


(b)                                 Specific
Waiver.  Except as otherwise provided
herein, no amendment, waiver, consent, modification, or termination of any
provision of this Agreement or any other Basic Document (except in the case of
the Partnership Agreement, as amended by the Class B



 21
 









Amendment, for amendments adopted pursuant to the
terms thereof) shall be effective unless signed by each of the parties hereto
or thereto affected by such amendment, waiver, consent, modification, or
termination.  Any amendment, supplement
or modification of or to any provision of this Agreement or any other Basic
Document, any waiver of any provision of this Agreement or any other Basic
Document, and any consent to any departure by Global from the terms of any
provision of this Agreement or any other Basic Document shall be effective only
in the specific instance and for the specific purpose for which made or given.
Except where notice is specifically required by this Agreement, no notice to or
demand on Global in any case shall entitle Global to any other or further
notice or demand in similar or other circumstances.


Section 7.04 
Binding Effect; Assignment.


(a)                                  Binding
Effect.  This Agreement shall be
binding upon Global, each Purchaser, and their respective successors and permitted
assigns. Except as expressly provided in this Agreement, this Agreement shall
not be construed so as to confer any right or benefit upon any Person other
than the parties to this Agreement and their respective successors and
permitted assigns.


(b)                                 Assignment
of Purchased Units.  All or any
portion of Purchased Units purchased pursuant to this Agreement may be sold,
assigned or pledged by such Purchaser, subject to compliance with applicable
securities laws, Sections 4.06 and 4.07 herein and the Registration
Rights Agreement.


(c)                                  Assignment
of Rights.  All or any portion of the
rights and obligations of each Purchaser under this Agreement may be
transferred by such Purchaser to any Affiliate of such Purchaser without the
consent of Global.  No portion of the
rights and obligations of each Purchaser under this Agreement may be
transferred by such Purchaser to a non-Affiliate without the written consent of
Global (which consent shall not be unreasonably withheld by Global).


Section 7.05  Non-Disclosure.  Notwithstanding anything herein to the
contrary, the Non-Disclosure Agreements shall remain in full force and effect
in accordance with their terms regardless of any termination of this
Agreement.  Other than the Form 8-Ks and
Registration Statement to be filed in connection with this Agreement, Global,
the General Partner, their respective Subsidiaries and any of their respective
Representatives shall disclose the identity of, or any other information
concerning, any Purchaser or any of its Affiliates only after providing such
Purchaser a reasonable opportunity to review and comment on such disclosure;
provided, however, that nothing in this Section 7.05 shall delay any required
filing or other disclosure with the Commission, NYSE  or
any Governmental Authority or otherwise hinder Global, the General Partner,
their respective subsidiaries or their Representations’ ability to timely
comply with all laws or rules and regulations of the Commission, NYSE or other
Governmental Authority.


Section 7.06  Communications.  All notices and demands provided for
hereunder shall be in writing and shall be given by registered or certified
mail, return receipt requested, telecopy, air courier guaranteeing overnight
delivery or personal delivery to the following addresses:



 22
 









(a)                                  If
to the Purchasers:


To
the respective address listed on Schedule B hereof


with a copy to:


Baker Botts L.L.P


98 San Jacinto, Suite
1500


Austin, TX 78701


Attention: Laura L. Tyson


Facsimile: (512) 322-2501


(b)                                 If
to Global:


Global Partners LP


P.O. Box 9161


800 South St.


Waltham, Massachusetts
02454-9161


Facsimile: (781) 398-4165


Attn:
General Counsel


with a copy to:


Vinson & Elkins L.L.P.


666 Fifth Avenue, 26th Floor


New York, New York 10103


Attention: Alan Baden


Facsimile: (212) 237-0100


or to such other address as Global or such Purchaser may designate in
writing. All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; at the time of
transmittal, if sent via electronic mail; upon actual receipt if sent by
certified mail, return receipt requested, or regular mail, if mailed; when
receipt acknowledged, if sent via facsimile; and upon actual receipt when
delivered to an air courier guaranteeing overnight delivery.


Section 7.07  Removal
of Legend.  Each Purchaser may
request Global to remove the legend described in Section 4.10 from the
certificates evidencing the Purchased Units by submitting to Global such
certificates, together with an opinion of counsel to the effect that such
legend is no longer required under the Securities Act or applicable state laws,
as the case may be. Global shall cooperate with such Purchaser to effect the
removal of such legend.


Section 7.08  Entire
Agreement.  This Agreement, the other
Basic Documents and the other agreements and documents referred to herein are
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained



 23
 









herein and therein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein or the other Basic Documents with respect to the rights granted by
Global or any of its Affiliates or the Purchasers or any of their Affiliates
set forth herein or therein.  This
Agreement, the other Basic Documents and the other agreements and documents
referred to herein or therein supersede all prior agreements and understandings
between the parties with respect to such subject matter.


Section 7.09  Governing
Law.  This Agreement will be construed in accordance with and governed by the
laws of the State of New York.


Section 7.10  Execution
in Counterparts.  This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.


Section 7.11  Termination.


(a)                                              Notwithstanding
anything herein to the contrary, this Agreement may be terminated at any time
at or prior to the Closing by the written consent of the Purchasers, (i) upon a
Global Material Adverse Effect or (ii) upon a breach in any material respect by
Global of any covenant or agreement set forth in this Agreement.


(b)                                             Notwithstanding
anything herein to the contrary, this Agreement shall automatically terminate
at any time at or prior to the Closing:


(i)                                     if
a statute, rule, order, decree or regulation shall have been enacted or
promulgated, or if any action shall have been taken by any Governmental
Authority of competent jurisdiction that permanently restrains, permanently
precludes, permanently enjoins or otherwise permanently prohibits the
consummation of the transactions contemplated by this Agreement or the Exxon
Purchase Agreement or makes the transactions contemplated by this Agreement
illegal;


(ii)                                  if
the Closing shall not have occurred on or before June 23, 2007; or


(iii)                               if
either the Partnership or Exxon shall terminate the Exxon Purchase Agreement.


(c)                                              In
the event of the termination of this Agreement as provided in Section 7.11,
this Agreement shall forthwith become null and void.  In the event of such termination, there shall
be no liability on the part of any party hereto, except as set forth in Article
VI of this Agreement; provided
that nothing herein shall relieve any party from any liability or obligation
with respect to any willful breach of this Agreement.


Section 7.12  Recapitalization,
Exchanges, Etc. Affecting the Purchased Units.  The provisions of this Agreement shall apply
to the full extent set forth herein with respect to any and all units of Global
or any successor or assign of Global (whether by merger,



 24
 









consolidation, sale of
assets or otherwise) which may be issued in respect of, in exchange for or in
substitution of, the Purchased Units, and shall be appropriately adjusted for
combinations, recapitalizations and the like occurring after the date of this
Agreement.


[Signature pages follow.]



 25














IN WITNESS WHEREOF, the
parties hereto execute this Agreement, effective as of the date first above
written.


	
  

  	
  GLOBAL PARTNERS LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GLOBAL GP LLC

  
	
   

  	
   

  	
  (its General Partner)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ THOMAS J. HOLLISTER

  	
   

  
	
   

  	
  Name:

  	
  Thomas J. Hollister

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Operating

  
	
   

  	
   

  	
  Officer and Chief Financial Officer

  
					



 


Signature
Page to Purchase Agreement











 


	
  

  	
  KAYNE ANDERSON MLP INVESTMENT

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES BAKER

  	
   

  
	
   

  	
  Name:

  	
  James Baker

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


Signature
Page to Purchase Agreement











 


	
  

  	
  FIDUCIARY/CLAYMORE MLP

  
	
   

  	
     OPPORTUNITY
  FUND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOSEPH E. GALLAGHER, JR.

  	
   

  
	
   

  	
  Name:

  	
  Joseph E. Gallagher, Jr.

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


Signature
Page to Purchase Agreement











 


	
  

  	
  ENERGY INCOME AND GROWTH FUND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES A. BOWEN

  	
   

  
	
   

  	
  Name:

  	
  James A. Bowen

  	
   

  
	
   

  	
  Title: President

  
					



 


Signature
Page to Purchase Agreement











 


	
  

  	
  TORTOISE ENERGY INFRASTRUCTURE

  
	
   

  	
             CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID J. SCHULTE

  	
   

  
	
   

  	
  Name:

  	
  David J. Schulte

  	
   

  
	
   

  	
  Title: President and CEO

  
					



 


	
  

  	
  TORTOISE ENERGY CAPITAL

  
	
   

  	
             CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID J. SCHULTE

  	
   

  
	
   

  	
  Name:

  	
  David J. Schulte

  	
   

  
	
   

  	
  Title: President and CEO

  
					



 


Signature Page to Purchase
Agreement