**Exhibit 10.1**

 

**JOINDER****AGREEMENT**

 

Dated as of August 5, 2009

 

Bank of America, N.A., as Administrative Agent

100 Federal Street

Boston, Massachusetts  02110

 

Ladies and Gentlemen:

 

Reference is hereby madeto (a) that certain Credit Agreement, dated as of October 4, 2005 (asamended and in effect from time to time, the “Credit Agreement”), by andamong **GLOBAL OPERATING LLC,**a Delawarelimited liability company (“OLLC”), **GLOBAL COMPANIES LLC**,a Delaware limited liability company (“Global”), **GLOBALMONTELLO GROUP CORP**., a Delaware corporation (“Montello”), **GLEN HES CORP**., a Delaware corporation (“GlenHes”), **CHELSEASANDWICH LLC**, a Delaware limited liability company (“Chelsea”and, collectively with OLLC, Global, Montello and Glen Hes, the “Borrowers”and each, individually, a “Borrower”), **GLOBALPARTNERS LP**, a Delaware limited partnership (the “MLP”), **GLOBAL GP LLC**, a Delaware limited liability company (the “GP”and, collectively with the MLP, the “InitialGuarantors” and each, individually, an “InitialGuarantor”), each lender from time to timeparty thereto (collectively, the “Lenders” and individually, a “Lender”),BANK OF AMERICA, N.A., in its capacity as L/C Issuer (as defined in the CreditAgreement) and BANK OF AMERICA, N.A., in its capacity as administrative agent(in such capacity, the “AdministrativeAgent”); and (b) that certain Guaranty,dated as of October 4, 2004 (as amended and in effect from time to time,the “Guaranty”) by the Initial Guarantors in favor of the AdministrativeAgent, the Lenders, the L/C Issuer, the LOI Agent (as such term is defined inthe Guaranty) and the LOI Banks (as such term is defined in the Guaranty). Allcapitalized terms used herein without definitions shall have the meanings givensuch terms in the Credit Agreement.

 

**1.            Joinder toGuaranty.**

 

The undersigned, **GLOBAL ENERGY MARKETING LLC**, a Delaware limited liabilitycompany (the “NewGuarantor” and, together with the InitialGuarantors under the Guaranty as of the date hereof, the “Guarantors”),hereby joins the Guaranty and agrees to become and hereby is a Guarantor underthe Guaranty and to comply with and be bound by all of the terms, conditionsand covenants of the Guaranty.  Withoutlimiting the generality of the preceding sentence, the undersigned agrees thatit will be jointly and severally liable, together with the other Guarantors,for the payment and performance of all Obligations under the Credit Agreementand the Guaranty as supplemented hereby.

 

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**2.            Joinder to Security Agreement.**

 

The New Guarantor further covenants andagrees that by its execution hereof it shall be bound and hereby is bound byand shall comply with all terms and conditions of that certain SecurityAgreement, dated as of October 4, 2005 (as amended and in effect from timeto time, the “SecurityAgreement”), by and among each of theBorrowers and the Administrative Agent, and thereby and hereby grants to theAdministrative Agent, for the benefit of the Lenders, the L/C Issuer the LOIBanks, the LOI Agent and the Administrative Agent, to secure the payment andperformance in full of all of the Obligations, a security interest in and sopledges and collaterally assigns to the Administrative Agent, the followingproperties, assets and rights of the New Guarantor, wherever located, whethernow owned or hereafter acquired or arising, and all proceeds and productsthereof (all of the same being hereinafter called the “Collateral”): allpersonal and fixture property of every kind and nature including all goods(including inventory, equipment and any accessions thereto), instruments(including promissory notes), documents (including, if applicable, electronicdocuments), accounts (including health-care-insurance receivables), chattelpaper (whether tangible or electronic), deposit accounts, letter-of-creditrights (whether or not the letter of credit is evidenced by a writing),commercial tort claims, securities and all other investment property,supporting obligations, any other contract rights or rights to the payment ofmoney, insurance claims and proceeds, and all general intangibles (includingall payment intangibles).  TheAdministrative Agent acknowledges that the attachment of its security interestin any commercial tort claim as original collateral is subject to the NewGuarantor’s compliance with §4.7 of the Security Agreement.

 

The New Guarantor hasexecuted and delivered a duly completed Perfection Certificate as of the datehereof and attached as Exhibit A hereto (the “PerfectionCertificate”),and represents and warrants as provided in the Security Agreement with respectto the matters set forth in the Perfection Certificate.  The undersigned further covenants and agreesthat by its execution hereof it shall provide all such information, completeall such forms, and take all such actions, and enter into all such agreements,in form and substance reasonably satisfactory to the Administrative Agent thatare reasonably deemed necessary by the Administrative Agent in order to grant avalid, first-priority perfected security interest to the Administrative Agentin all of the Collateral.

 

**3.            New Guarantor’s Representationsand Warranties.**

 

The New Guarantor herebyacknowledges, and, as applicable, represents and warrants, the following:

 

(a)           it is a Delaware limited liability company organized on orprior to the date hereof;

 

(b)           it is a wholly-owned Subsidiary of OLLC;

 

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(c)           its chief executive office and principal place of businessis that indicated on the Perfection Certificate;

 

(d)           its books and records are kept at its chief executiveoffice and principal place of business;

 

(e)           no provision of its governing documents prohibits the NewGuarantor from making distributions to OLLC;

 

(f)            it is capable of complying with and is in compliance withall of the provisions of the Guaranty and those provisions of the CreditAgreement and other Loan Documents applicable to it;

 

(g)           except as set forth in Schedule 3(g) attached heretoand incorporated herein by reference, each of the representations and warrantiesset forth in the Guaranty and in Article 5 of the Credit Agreement (to theextent applicable to a Loan Party) is true and correct in all material respectswith respect to the New Guarantor as of the date hereof (except to the extentof changes resulting from transactions contemplated or permitted by the CreditAgreement and the other Credit Documents and changes occurring in the ordinarycourse of business that singly or in the aggregate are not materially adverse,and except to the extent that such representations and warranties relateexpressly to an earlier date);

 

(h)           it is a condition precedent to the Lenders continuing tomake additional loans or otherwise extending credit to the Borrowers under theCredit Agreement that the New Guarantor execute and deliver to theAdministrative Agent, for the benefit of the Lenders, the L/C Issuer, the LOIBanks, the LOI Agent and the Administrative Agent, this Joinder Agreement;

 

(i)            the New Guarantor wishes to grant security interests infavor of the Administrative Agent, for the benefit of the Lenders, the L/CIssuer, the LOI Banks, the LOI Agent and the Administrative Agent, as hereinprovided and to become a party to the Security Agreement; and

 

(j)            upon execution of this agreement, the undersigned will bejointly and severally liable, together with the Initial Guarantors, for thepayment and performance of all Obligations of the Borrowers.

 

**4.            Delivery of Documents.**

 

The New Guarantor herebyagrees that the following documents shall be delivered to the AdministrativeAgent prior to or concurrently with this Joinder Agreement, each in form andsubstance satisfactory to the Administrative Agent:

 

a.               a favorable legal opinion addressed to the Lenders, the L/C Issuer, theLOI Banks, the LOI Agent and the Administrative Agent, of Edward J. Faneuil, Esq.,

 

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counselto the New Guarantor, in form and substance reasonably satisfactory to theAdministrative Agent;

 

b.              copies, certified by a duly authorized officer of the New Guarantor to betrue and complete as of the date hereof, of each of (i) the governingdocuments of the New Guarantor as in effect on the date hereof, (ii) thelimited liability resolutions of the New Guarantor authorizing the executionand delivery of this Joinder Agreement, the other documents executed inconnection herewith and the New Guarantor’s performance of all of thetransactions contemplated hereby, and (iii) an incumbency certificategiving the name and bearing a specimen signature of each individual who shallbe authorized: (a) to sign, in the New Guarantor’s name and on its behalf,each of this Joinder Agreement and the other Loan Documents to which the NewGuarantor is or is to become a party, and (b) to give notices and to takeother action on its behalf under the Loan Documents to which it is a party;

 

c.               a certificate of the Secretary of State of the State of Delaware of arecent date as to the New Guarantor’s existence and good standing and foreignqualification certificate(s) of the appropriate official in eachjurisdiction where such qualification to do business is necessary except wherethe failure of the New Guarantor to be so qualified would not have a MaterialAdverse Effect;

 

d.              UCC-1 financing statements and other documents and instruments necessaryto perfect the Administrative Agent’s security interest, for the benefit of theAdministrative Agent, the Lenders, the LOI Banks, the LOI Agent and the L/CIssuer, in the Collateral;

 

e.               the results of UCC searches (and the equivalent thereof in all applicableforeign jurisdictions) and intellectual property searches with respect to theCollateral indicating no Liens other than Permitted Liens and otherwise in formand substance satisfactory to the Administrative Agent;

 

f.                 (i) a certificate of insurance from an independent insurance brokerdated on or prior to the date hereof, identifying insurers, types of insurance,insurance limits, and policy terms, and otherwise describing the insuranceobtained with respect to the New Guarantor in accordance with the provision ofthe Security Agreement, and (ii) certified copies of all policiesevidencing such insurance (or certificates therefore signed by the insurer oran agent authorized to bind the insurer);

 

g.              such other documents as the Administrative Agent may reasonably request.

 

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# **5.     Powerof Attorney.**

 

a.**     Appointment and Powers of AdministrativeAgent.  **The New Guarantor hereby irrevocablyconstitutes and appoints the Administrative Agent and any officer orAdministrative Agent thereof, with full power of substitution, as its true andlawful attorneys-in-fact with full irrevocable power and authority in the placeand stead of the New Guarantor or in the Administrative Agent’s own name, forthe purpose of carrying out the terms of this Joinder Agreement, the Guarantyand the Security Agreement, to take any and all appropriate action and toexecute any and all documents and instruments that may be necessary ordesirable to accomplish the purposes of this Joinder Agreement, the Guarantyand the Security Agreement (with respect to the New Guarantor) and, withoutlimiting the generality of the foregoing, hereby gives said attorneys the powerand right, on behalf of the New Guarantor, without notice to or assent by theNew Guarantor, to do the following:

 

(i)            upon the occurrence and during the continuance of anEvent of Default, generally to sell, transfer, pledge, make any agreement withrespect to or otherwise deal with any of the Collateral in such manner as isconsistent with the Uniform Commercial Code of the Commonwealth ofMassachusetts and as fully and completely as though the Administrative Agentwere the absolute owner thereof for all purposes, and to do at the NewGuarantor’s expense, at any time, or from time to time, all acts and thingswhich the Administrative Agent deems reasonably necessary or useful to protect,preserve or realize upon the Collateral and the Administrative Agent’s securityinterest therein, in order to effect the intent of this Joinder Agreement, theGuaranty and the Security Agreement, all no less fully and effectively as theNew Guarantor might do, including, without limitation, (x) the filing andprosecuting of registration and transfer applications with the appropriatefederal, state or local agencies or authorities with respect to trademarks,copyrights and patentable inventions and processes, (y) upon writtennotice to the New Guarantor, the exercise of voting rights with respect tovoting securities, which rights may be exercised, if the Administrative Agentso elects, with a view to causing the liquidation of assets of the issuer ofany such securities and (z) the execution, delivery and recording, inconnection with any sale or other disposition of any Collateral, of theendorsements, assignments or other instruments of conveyance or transfer withrespect to such Collateral; and

 

(ii)           to file such financing statements with respect hereto,with or without the New Guarantor’s signature, or a photocopy of this Joinder Agreementor the Security Agreement in substitution for a financing statement, as theAdministrative Agent may deem appropriate and to execute in the New Guarantor’sname such financing statements and amendments thereto and continuationstatements which may require the New Guarantor’s signature.

 

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b.**     Ratification by New Guarantor.  **Tothe extent permitted by law, the New Guarantor hereby ratifies all that saidattorneys shall lawfully do or cause to be done by virtue hereof.  This power of attorney is a power coupledwith an interest and shall be irrevocable.

 

c.**     No Duty on Administrative Agent.  **Thepowers conferred on the Administrative Agent hereunder are solely to protectthe interests of the Administrative Agent, the Lenders, the L/C Issuer, the LOIAgent and the LOI Banks in the Collateral and shall not impose any duty upon itto exercise any such powers. The Administrative Agent shall be accountable onlyfor the amounts that it actually receives as a result of the exercise of suchpowers and neither it nor any of its officers, directors, employees or agentsshall be responsible to the New Guarantor for any act or failure to act, exceptfor the Administrative Agent’s own gross negligence or willful misconduct.

 

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This Joinder Agreementshall take effect as a sealed instrument and shall be governed by and construedin accordance with the laws of the Commonwealth of Massachusetts. This JoinderAgreement constitutes a Loan Document under and as defined in the CreditAgreement.

 
|   | Very truly yours,                             |
|--------|-----------------------------------------------|
|   |                                          |
|   | **GLOBAL ENERGY MARKETING LLC**               |
|   | **By: Global Operating LLC, its sole member** |
|   | **By: Global Partners LP, its sole member**   |
|   | **By: Global GP LLC, its general partner**    |
|   |                                          | ** ** |
|   |                                          |   |
|   | By:                                           | /s/ Thomas J. Hollister |
|   | Name:                                    | Thomas J. Hollister |
|   | Title:                                        | Chief Operating Officer and |
|   |                                          | Chief Financial Officer |

 

 
| Accepted and Agreed:                                |                        |
|-----------------------------------------------------|-----------------------------|
|                                                |                        |
| **BANK OF AMERICA, N.A.**, as  Administrative Agent |                        |
|                                                |                        |
|                                                |                        |
| By:                                                 | /s/ Alan Tapley             |   |
|                                                | Name:                  | Alan Tapley |   |
|                                                | Title:                      | Officer |   |
|                                                |                        |   |
|                                                |                        |   |
| **GLOBAL OPERATING LLC**                            |                        |
| **By: Global Partners LP, its sole member**         |                        |
| **By: Global GP LLC, its general partner**          |                        |
|                                                |                        |   |
|                                                |                        |   |
| By:                                                 | /s/ Thomas J. Hollister     |   |
| Name:                                          | Thomas J. Hollister         |   |
| Title:                                              | 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      |   |
| Name:                                     | Thomas J. Hollister          |   |
| Title:                                         | Chief Operating Officer  and |   |
|                                           | Chief Financial Officer      |   |
|                                           |                         |   |
|                                           |                         |
| **GLOBAL MONTELLO GROUP CORP.**                |                         |
|                                           |                         |
|                                           |                         |
| By:                                            | /s/ Thomas J. Hollister      |   |
| Name:                                          | Thomas J. Hollister          |   |
| Title:                                         | Chief Operating Officer and  |   |
|                                           | Chief Financial Officer      |   |
|                                           |                         |
|                                           |                         |
| **GLEN HES CORP.**                             |                         |
| ** **                                     |                         |
| ** **                                     |                         |
| By:                                            | /s/ Thomas J. Hollister      |   |
| Name:                                          | Thomas J. Hollister          |   |
| Title:                                         | 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      |   |
| Name:                                          | Thomas J. Hollister          |   |
| Title:                                         | Chief Operating Officer and  |   |
|                                           | Chief Financial Officer      |   |

 

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| **GLOBAL PARTNERS LP**                      |                         |
|---------------------------------------------|------------------------------|
| **By: Global GP LLC, its general  partner** |                         |
| ** **                                  |                         |
|                                        |                         |
| By:                                         | /s/ Thomas J. Hollister      |   |
| Name:                                  | Thomas J. Hollister          |   |
| Title:                                      | Chief Operating Officer  and |   |
|                                        | Chief Financial Officer      |   |
|                                        |                         |
|                                        |                         |
| **GLOBAL GP LLC**                           |                         |
|                                        |                         |
|                                        |                         |
| By:                                         | /s/ Thomas J. Hollister      |   |
| Name:                                  | Thomas J. Hollister          |   |
| Title:                                      | Chief Operating Officer and  |   |
|                                        | Chief Financial Officer      |   |

 

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