**Exhibit 10.1**

 

as of March 13, 2008

 

**Global Operating LLC**

**Global Companies LLC**

**Global Montello Group Corp.**

**Glen Hes Corp.**

**Chelsea Sandwich LLC**

**800 South Street**

**Waltham, Massachusetts  02454**

**Attention: Thomas Hollister, Chief Operating Officer**

** **

**Re:          Waiver of 2007 Capital Expenditure Covenant and SeventhAmendment**

 

Ladiesand Gentlemen:

 

Reference is made to that certain Credit Agreementdated as of October 4, 2005 (as amended and in effect from time to time,the “CreditAgreement”)by and among Global Operating LLC (“GlobalOperating”), Global Companies LLC (“GlobalLLC”),Global Montello Group Corp. (“Montello”), Glen Hes Corp. (“GlenHes”),Chelsea Sandwich LLC (“Chelsea” and, collectively with Global Operating,Global LLC, Montello and Glen Hes, the “Borrowers” and eachindividually, a “Borrower”), Global Partners LP, Global GP LLC, theLenders (as such term is defined in the Credit Agreement) from time to timeparty thereto, and Bank of America, N.A., as Administrative Agent (the “AdministrativeAgent”)and L/C Issuer, with Banc of America Securities LLC (“BAS”) as sole leadarranger and sole book manager.  Unlessotherwise defined herein, capitalized terms shall have the same meanings asspecified therefor in the Credit Agreement.

 

As you are aware, pursuant to Section 7.19of the Credit Agreement, neither the Loan Parties nor any of their respectiveSubsidiaries shall make or become legally obligated to make any CapitalExpenditure in any fiscal year that exceed, in the aggregate for all LoanParties, $10,000,000 for such fiscal year. The Borrowers have informed the Administrative Agent and the Lendersthat the Loan Parties made Capital Expenditures in the 2007 fiscal year whichexceed $10,000,000.  As such, the LoanParties are not in compliance with the covenant contained in Section 7.19of the Credit Agreement for the fiscal year ended December 31, 2007.

 

The Borrowers have requested thatthe Lenders and the Administrative Agent waive, to the limited extent necessaryto permit the above-referenced non-compliance, the provisions of Section 7.19of the Credit Agreement for the fiscal year ended December 31, 2007.  In addition, the Borrowers have alsorequested that the Lenders and the Administrative Agent amend the provisions ofSection 7.19 of the Credit Agreement to permit the Loan Parties to make orbecome legally obligated to make Capital Expenditures for the fiscal yearending December 31, 2008 which do not exceed $12,000,000 for such fiscalyear.

 

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In response to your request, upon the effectiveness of thisletter as described in the paragraph below, (a) the Lenders and theAdministrative Agent hereby waive the provision of Section 7.19 of theCredit Agreement solely to the extent necessary to permit the above-referencednon-compliance for the fiscal year ended December 31, 2007; and (b) theLenders, the Administrative Agent and the Loan Parties, by their signaturebelow, hereby agree that Section 7.19 of the Credit Agreement shall beamended by deleting the text of Section 7.19 in its entirety and restatingit as follows:

 

 “Make orbecome legally obligated to make any Capital Expenditures (a) in anyfiscal year other than the fiscal year ending December 31, 2008 thatexceed, in the aggregate for all Loan Parties, $10,000,000 for such fiscalyear; and (b) in the fiscal year ending December 31, 2008 thatexceed, in the aggregate for all Loan Parties, $12,000,000 for such fiscalyear.”

 

The Loan Parties hereby represent and warrant that, on andas of the date hereof, (a) except as expressly set forth above, no Defaultor Event of Default has occurred and is continuing under the Credit Agreementand each of the other Loan Documents; and (b) each of the representationsand warranties made by it in Article V of the Credit Agreement remain trueas of the date hereof (except to the extent of changes resulting fromtransactions contemplated or permitted by the Credit Agreement and the otherLoan Documents, and to the extent that such representations and warrantiesrelate expressly to an earlier date).

 

This waiver letter shall not become effective until theAdministrative Agent receives an original counterpart of this letter, dulyexecuted by the Loan Parties, the required Lenders and the AdministrativeAgent.

 

Nothing contained in this waiver letter shall be construedto imply a willingness on the part of the Administrative Agent and the Lendersto grant any similar or other future waivers or modifications of any of theterms and conditions of the Credit Agreement or the other Loan Documents.

 

Except as specifically waived hereby, each of the terms andconditions of the Credit Agreement and the other Loan Documents are herebyratified and confirmed and shall remain in full force and effect.  Nothing contained herein shall in any wayprejudice, impair or effect any rights or remedies of the Administrative Agentand the Lenders under the Credit Agreement and the other Loan Documents.

 

This waiver letter may be executed in any number ofcounterparts, each of which when so executed shall be deemed to be an originaland all of which taken together shall constitute one and the same instrument.

 

**THIS WAIVER LETTER SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUTREFERENCE TO CONFLICTS OF LAW).**

 

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Please acknowledge the foregoingby executing and returning fifteen (15) copies of this letter to MarionGiliberti Barish, Esq., Bingham McCutchen LLP, 150 Federal Street, Boston,Massachusetts 02110.

 
|       |       | Very truly yours,                                            |
|------------|------------|--------------------------------------------------------------|
|       |       |                                                         |
| ** ** | ** ** | **BANK OF AMERICA, N.A.****, as**                            |
| ** ** | ** ** | **      Administrative Agent** |
|       |       |                                                         |
|       |       | By:                                                          |  /s/ Todd Mac Neill |
|       |       |     Title:  Vice President               |
|       |       |                                                         |
|       |       |                                                         |
| ** ** | ** ** | **BANK OF  AMERICA, N.A., as**                               |
| ** ** | ** ** | **     a Lender and L/C Issuer**    |
|       |       |                                                         |
|       |       | By:                                                          |  /s/ Christen A. Lacey |
|       |       |     Title:  Principal                    |
|       |       |                                                         |
|       |       |                                                         |
| ** ** | ** ** | **STANDARD  CHARTERED BANK, as**                             |
| ** ** | ** ** | **     a  Lender**                  |
|       |       |                                                         |
|       |       | By:                                                          |  /s/ Patricia Doyle |
|       |       |     Title:  Director                     |
|       |       |     Commodity  Corporate-Traders         |
|       |       |                                                         |
|       |       | By:                                                          |  /s/ Robert K. Reddington |
|       |       |     Title:  AVP/Credit Documentation     |
|       |       |     Credit  Risk Control                 |
|       |       |                                                         |
|       |       |                                                         |
| ** ** | ** ** | **JPMORGAN  CHASE BANK, N.A., as**                           |
| ** ** | ** ** | **     a  Lender**                  |
|       |       |                                                         |
|       |       | By:                                                          |  /s/ John M. Hariaczyi |
|       |       |     John  M. Hariaczyi                   |
|       |       |                                                         |
|       |       |                                                         |
| ** ** | ** ** | **SOCIETE  GENERALE, as a Lender**                           |
|       |       |                                                         |
|       |       | By:                                                          |  /s/ Barbara Paulsen |
|       |       |     Title:  Managing Director            |
|       |       |                                                         |
|       |       | By:                                                          |  /s/ Emmanuel Chesneau |
|       |       |     Title:  Managing Director            |

 

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|       |       | **RBS  CITIZENS, N.A.,**                                    |
|------------|------------|-------------------------------------------------------------|
| ** ** | ** ** | **      ****as a Lender**     |
|       |       |                                                        |
|       |       |                                                        |
|       |       | By:                                                         |  /s/ Marina Grassi |
|       |       |     Title:  Senior Vice President       |
|       |       |                                                        |
|       |       |                                                        |
| ** ** | ** ** | **SOVEREIGN  BANK, as a Lender**                            |
| ** ** | ** ** |                                                        |
|       |       |                                                        |
|       |       | By:                                                         |   /s/ Elisabet Hayes |
|       |       |     Title:  Vice President              |
|       |       |                                                        |
|       |       |                                                        |
| ** ** | ** ** | **FORTIS  CAPITAL CORP., as a Lender**                      |
|       |       |                                                        |
|       |       |                                                        |
|       |       | By:                                                         |   /s/ Susan Durney |
|       |       |     Title:  Director                    |
|       |       |                                                        |
|       |       | By:                                                         |   /s/ Antonio J. Nanez |
|       |       |     Title:  Director                    |
|       |       |                                                        |
|       |       |                                                        |
| ** ** | ** ** | **WEBSTER BANK  NATIONAL**                                  |
| ** ** | ** ** | **     ASSOCIATION,  as a Lender** |
|       |       |                                                        |
|       |       |                                                        |
|       |       | By:                                                         |   /s/ Carol Carver |
|       |       |     Title:  Vice President              |
|       |       |                                                        |
|       |       |                                                        |
| ** ** | ** ** | **KEYBANK  NATIONAL ASSOCIATION,**                          |
|       |       |     **as a Lender**                     |
|       |       |                                                        |
|       |       |                                                        |
|       |       | By:                                                         |   /s/ Keven D. Smith |
|       |       |     Title:  Senior Vice President       |

 

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|       |       | **TD  BANKNORTH, N.A.,**                                |
|------------|------------|---------------------------------------------------------|
| ** ** | ** ** | **      ****as a Lender** |
|       |       |                                                    |
|       |       |                                                    |
|       |       | By:                                                     |   /s/ John Mercier |
|       |       |     Title:  Senior Vice President   |
|       |       |                                                    |
|       |       |                                                    |
| ** ** | ** ** | **WELLS FARGO  BANK, N.A.**                             |
| ** ** | ** ** | **      ****as a Lender** |
| ** ** | ** ** | ** **                                              |
|       |       |                                                    |
|       |       | By:                                                     |  /s/ M.W. Sweeney |
|       |       |     Title:  Vice President          |
|       |       |                                                    |
|       |       |                                                    |
| ** ** | ** ** | **WACHOVIA  BANK,**                                     |
|       |       | **  NATIONAL  ASSOCIATION**                   |
|       |       | **      ****as a Lender** |
|       |       |                                                    |
|       |       |                                                    |
|       |       | By:                                                     |   /s/ D.M. Grondin |
|       |       |     Title:  Senior Vice President   |
|       |       |                                                    |
|       |       |                                                    |
| ** ** | ** ** | **CALYON NEW  YORK BRANCH**                             |
| ** ** | ** ** | **     as  a Lender**          |
|       |       |                                                    |
|       |       |                                                    |
|       |       | By:                                                     |   /s/ Mark Lyoff |
|       |       |     Title:  Managing Director  |
|       |       |                                                    |
|       |       | By:                                                     |   /s/ Michael Kermarrec |
|       |       |     Title:  Senior Associate        |

 

**ACCEPTED AND AGREED TO**

**AS OF THE DATE FIRST ABOVE WRITTEN:**

 

**GLOBAL OPERATING LLC**

**By: Global Partners LP, its sole member**

**By: Global GP LLC, its general partner**

 

 
| By:                                                                                                                          |  /s/ Thomas J. Hollister |   |
|------------------------------------------------------------------------------------------------------------------------------|-------------------------------|--------|
|    Title:  Thomas J. Hollister                                                                                |                          |
|             Chief  Operating Officer and Chief Financial Officer |                          |

 

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**GLOBAL COMPANIES LLC**

**By: Global Operating LLC, its sole member**

**By: Global Partners LP, its sole member**

**By: Global GP LLC, its general partner**

 
| By:                                            |  /s/ Thomas J. Hollister                        |   |
|------------------------------------------------|------------------------------------------------------|--------|
|      Title:           | Thomas J. Hollister                                  |   |
|                                           | Chief Operating Officer  and Chief Financial Officer |   |
|                                           |                                                 |
|                                           |                                                 |
| **GLOBAL MONTELLO GROUP CORP.**                |                                                 |
|                                           |                                                 |
| By:                                            |  /s/ Thomas J. Hollister                        |   |
|      Title:           | Thomas J. Hollister                                  |   |
|                                           | Chief Operating Officer  and Chief Financial Officer |   |
|                                           |                                                 |
|                                           |                                                 |
| **GLEN HES CORP.**                             |                                                 |
|                                           |                                                 |
| By:                                            |  /s/ Thomas J. Hollister                        |   |
|      Title:           | Thomas J. Hollister                                  |   |
|                                           | Chief Operating Officer  and Chief Financial Officer |   |
|                                           |                                                 |   |
|                                           |                                                 |
| **CHELSEA SANDWICH LLC**                       |                                                 |
| **By: Global Operating LLC, its sole  member** |                                                 |
| **By: Global Partners LP, its sole  member**   |                                                 |
| **By: Global GP LLC, its general  partner**    |                                                 |
|                                           |                                                 |
| By:                                            |  /s/ Thomas J. Hollister                        |   |
|      Title:           | Thomas J. Hollister                                  |   |
|                                           | Chief Operating Officer  and Chief Financial Officer |   |
|                                           |                                                 |
|                                           |                                                 |
| **GLOBAL PARTNERS LP**                         |                                                 |
| By: Global GP LLC, its general partner         |                                                 |
|                                           |                                                 |
| By:                                            |  /s/ Thomas J. Hollister                        |   |
| Title:                                         | Thomas J. Hollister                                  |   |
|                                           | Chief Operating Officer  and Chief Financial Officer |   |
|                                           |                                                 |
|                                           |                                                 |
| **GLOBAL GP LLC**                              |                                                 |
|                                           |                                                 |
| By:                                            |  /s/ Thomas J. Hollister                        |   |
| Title:                                         | Thomas J. Hollister                                  |   |
|                                           | Chief Operating Officer  and Chief Financial Officer |   |
|                                                |                                                      |        |  |  |  |  |  |  |  |

 

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