EXHIBIT 10.1


SECOND
AMENDMENT TO  CREDIT AGREEMENT


This Second
Amendment to Credit Agreement (this “Second
Amendment”) is made as of August 2, 2006, by and among GLOBAL
OPERATING LLC, a Delaware limited liability company (“OLLC”),
GLOBAL COMPANIES LLC, a Delaware
limited liability company (“Global”), GLOBAL
MONTELLO GROUP CORP., a Delaware corporation (“Montello”), GLEN HES CORP., a Delaware corporation (“Glen Hes”), CHELSEA
SANDWICH LLC, a Delaware limited liability company (“Sandwich”
and, collectively with OLLC, Global, Glen Hes and Montello, the “Borrowers”
and each a “Borrower”), GLOBAL PARTNERS LP,
a Delaware limited partnership (the “MLP”), GLOBAL GP LLC, a Delaware limited liability company (the “GP”
and, collectively with the MLP, the “Initial
Guarantors and each individually, an “Initial
Guarantor”), each “Lender” (as such term is defined in the Credit Agreement
referred to below) party hereto and Bank of America, N.A. as Administrative
Agent and L/C Issuer (as each such term is defined in the Credit Agreement),
amending certain provisions of that certain Credit Agreement dated as of
October 4, 2005 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrowers,
the Initial Guarantors, the Lenders, the Administrative Agent and the L/C
Issuer.  Terms not otherwise defined in
the Credit Agreement shall have the same respective meanings herein as therein.


WHEREAS,
the Loan Parties, the Lenders, the Administrative Agent and the L/C Issuer
desire to amend certain provisions of the Credit Agreement to, among other
things, provide for an increase in the Total WC Revolver Commitment such that
the Total WC Revolver Commitment may, pursuant to the terms and conditions of
the Credit Agreement, be increased to $550,000,000 (from the $450,000,000
amount available prior to giving effect to this Second Amendment), in all cases
as provided more fully herein below;


NOW,
THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


§1.  Amendment to Section 1 of the Credit Agreement.  Section
1.1 of the Credit Agreement is hereby amended as follows:


(a)  The definition of “Borrowing Base” contained
in Section 1.1 of the Credit Agreement is hereby amended by deleting the amount
“$50,000,000” which appears in paragraph (j) of such definition and
substituting in place thereof the amount “$80,000,000”.


(b)  The definition of “Initial WC Revolver Total
Commitment” contained in Section 1.1 of the Credit Agreement is hereby amended
by deleting such definition in its entirety and restating it as follows:


“Initial WC
Revolver Total Commitment” means the Total WC Revolver Commitment as in
effect on July 27, 2006, as the same may be reduced in accordance with the
terms hereof.  On July 27, 2006, the
Initial WC Revolver Total Commitment is $450,000,000.



 1
 






 
  



§2.  Amendment to Section 2 of the Credit Agreement.  Section
2.8(b) of the Credit Agreement is hereby amended by deleting the amount “$450,000,000”
which appears in the first sentence of Section 2.8(b) and substituting in place
thereof the amount “$550,000,000”.


§3.  Amendment to Schedule 2.1 to the Credit Agreement;
Reallocation.  Schedule 2.1 to the Credit
Agreement is hereby amended by deleting Schedule 2.1 in its entirety and
replacing it with the Schedule 2.1 attached hereto.  In addition, the parties hereto hereby
acknowledge and agree that to the extent any WC Revolver Loans, Acquisition
Loans or Revolver Loans, as the case may be, are outstanding on the date on
which this Second Amendment becomes effective, the Lenders with a WC Revolver
Commitment, Acquisition Commitment and Revolver Commitment, as the case may be,
shall make such allocations among themselves such that after giving effect to
this Second Amendment each such Lender’s outstanding WC Revolver Loans,
Acquisition Loans or Revolver Loans, as the case may be, shall not exceed such
Lender’s Applicable Percentage of the Total WC Revolver Commitment, the Total
Acquisition Commitment or the Total Revolver Commitment, as the case may be.


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


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


(b)           receipt by the Administrative Agent
for the respective accounts of the Lenders of an amendment fee of $5,000 for
each such Lender as required by Section 2.8(d) of the Credit Agreement;


(c)           receipt by the Administrative Agent
of the fees provided for in the fee letter of even date herewith; and


(d)           evidence satisfactory to the
Administrative Agent that all necessary corporate, partnership and limited
liability company action has been taken to approve the transactions
contemplated hereby.


§5. Representations
and Warranties. 
Each of the Loan Parties hereby repeats, on and as of the date hereof, each
of the representations and warranties made by it in Article V of the Credit
Agreement, provided, that all references
therein to the Credit Agreement shall refer to such Credit Agreement as amended
hereby.  In addition, each of the Loan
Parties hereby represents and warrants that the execution and delivery by such
Loan Party of this Second Amendment and the performance by each such Loan Party
of all of its agreements and obligations under the Credit Agreement as amended
hereby and the other Loan Documents to which it is a party are within the
corporate, partnership and/or limited liability company authority of each of
the Loan Parties and have been duly authorized by all necessary corporate,
partnership and/or membership action on the part of each of the Loan Parties.



 2
 






 
  



§6. Ratification,
Etc.  Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect.  The Credit Agreement and this Second
Amendment shall be read and construed as a single agreement.  All references in the Credit Agreement or any
related agreement or instrument to the Credit Agreement shall hereafter refer
to the Credit Agreement as amended hereby.


§7. No Waiver.  Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Loan Parties or any rights of the Administrative Agent, the L/C Issuer or
the Lenders consequent thereon.


§8. Counterparts.  This Second Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.


§9. Governing Law.  THIS SECOND AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).



 3
 






 
  



IN
WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a document under seal as of the date first above written.


	
  

  	
  GLOBAL OPERATING LLC

  
	
   

  	
  By:

  	
  Global Partners LP, its sole member

  
	
   

  	
  By:

  	
  Global GP LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Hollister

  
	
   

  	
  Title:

  	
  Executive Vice President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
  Executive Vice President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL MONTELLO GROUP CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Hollister

  
	
   

  	
  Title:

  	
  Executive Vice President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  GLEN HES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Hollister

  
	
   

  	
  Title:

  	
  Executive Vice President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
  Executive Vice President & CFO

  
	
   

  	
   

  	
   

  



 



 4
 






 
  



 


	
  

  	
  BANK OF AMERICA, N.A., as

  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd MacNeill

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as

  a Lender and L/C Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert D. Valbona

  
	
   

  	
   

  	
  Robert D. Valbona, Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  STANDARD CHARTERED BANK, as

  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carolyn Jacobs

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Y. Ng

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as 

  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Hariaczyi

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SOCIETE GENERALE, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Emmanuel Chesneau

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barbara Paulsen

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  



 



 5
 






 
  



 


	
  

  	
  CITIZENS BANK OF MASSACHUSETTS, 

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marina Grossi

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK, 

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Lanigan

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  FORTIS CAPITAL CORP.,

  as a Lender

  
	
   

  	
  By:

  	
  /s/ Trond Rokholt

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christina M. Reynolds

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WEBSTER BANK NATIONAL 

  ASSOCIATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. O’Brien

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin D. Smith

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 



 6
 






 
  



 


	
  

  	
  TD BANKNORTH, N.A., 

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Mercier

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, N.A. 

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Sweeney

  
	
   

  	
  Title:

  	
  Vice President

  



 


 



 7
 






 
  



 


RATIFICATION OF
GUARANTY


Each of the undersigned guarantors
(each a “Guarantor”) hereby acknowledges and consents to the foregoing Second
Amendment as of August 2, 2006, and agrees that the Guaranty dated as of
October 4, 2005 (as amended and in effect from time to time, the “Guaranty”)
from each of the undersigned Guarantors remains in full force and effect, and
each of the Guarantors confirms and ratifies all of its obligations thereunder.
Notwithstanding anything to the contrary contained herein, the parties thereto
hereby acknowledge, agree and confirm that as of the date hereof, the Guaranty
remains in full force and effect.


	
  

  	
  GLOBAL PARTNERS LP

  
	
   

  	
  By:

  	
  Global GP LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Hollister

  
	
   

  	
  Title:

  	
  Executive Vice President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL GP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Hollister

  
	
   

  	
  Title:

  	
  Executive Vice President & CFO

  



 



 8














 


SCHEDULE 2.1


COMMITMENTS AND APPLICABLE
PERCENTAGES


	
  Lender

  	
   

  	
  Initial WC

  Revolver

  Commitment

  	
   

  	
  Applicable

  Percentage of the

  Initial WC

  Revolver

  Commitment

  	
   

  	
  WC Revolver

  Commitment 

  after 2.1(a)(ii)

  Increase

  	
   

  	
  Applicable

  Percentage of the

  Total WC

  Revolver

  Commitment

  after increase

  pursuant to

  Section 2.1(a)(ii)

  	
   

  	
  WC Revolver

  Commitment

  after

  2.1(a)(iii)

  Increase

  	
   

  	
  Applicable

  Percentage of the

  Total WC

  Revolver

  Commitment 

  after increase

  pursuant to

  Section 2.1(a)(iii)

  	
   

  	
  Acquisition

  Commitment

  	
   

  	
  Revolver

  Commitment

  	
   

  	
  Applicable

  Percentage of 

  Acquisition

  Commitment

  and Revolver

  Commitment

  	
   

  
	
  Bank
  of America, N.A.

  	
   

  	
  $

  	
  59,531,250

  	
   

  	
  13.229166667

  	
  %

  	
  $

  	
  66,145,833

  	
   

  	
  13.229166667

  	
  %

  	
  $

  	
  72,760,416

  	
   

  	
  13.229166667

  	
  %

  	
  $

  	
  4,630,209

  	
   

  	
  $

  	
  1,984,375

  	
   

  	
  13.229166667

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan
  Chase Bank, N.A.

  	
   

  	
  $

  	
  51,562,500

  	
   

  	
  11.458333333

  	
  %

  	
  $

  	
  57,291,667

  	
   

  	
  11.458333333

  	
  %

  	
  $

  	
  63,020,834

  	
   

  	
  11.458333333

  	
  %

  	
  $

  	
  4,010,416

  	
   

  	
  $

  	
  1,718,750

  	
   

  	
  11.458333333

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Societe
  Generale

  	
   

  	
  $

  	
  56,250,000

  	
   

  	
  12.500000000

  	
  %

  	
  $

  	
  62,500,000

  	
   

  	
  12.500000000

  	
  %

  	
  $

  	
  68,750,000

  	
   

  	
  12.500000000

  	
  %

  	
  $

  	
  4,375,000

  	
   

  	
  $

  	
  1,875,000

  	
   

  	
  12.500000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Standard
  Chartered Bank

  	
   

  	
  $

  	
  54,375,000

  	
   

  	
  12.083333333

  	
  %

  	
  $

  	
  60,416,667

  	
   

  	
  12.083333333

  	
  %

  	
  $

  	
  66,458,334

  	
   

  	
  12.083333333

  	
  %

  	
  $

  	
  4,229,166

  	
   

  	
  $

  	
  1,812,500

  	
   

  	
  12.083333333

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citizens
  Bank of Massachusetts

  	
   

  	
  $

  	
  56,250,000

  	
   

  	
  12.500000000

  	
  %

  	
  $

  	
  62,500,000

  	
   

  	
  12.500000000

  	
  %

  	
  $

  	
  68,750,000

  	
   

  	
  12.500000000

  	
  %

  	
  $

  	
  4,375,000

  	
   

  	
  $

  	
  1,875,000

  	
   

  	
  12.500000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortis
  Capital Corp.

  	
   

  	
  $

  	
  37,500,000

  	
   

  	
  8.333333333

  	
  %

  	
  $

  	
  41,666,666

  	
   

  	
  8.333333333

  	
  %

  	
  $

  	
  45,833,333

  	
   

  	
  8.333333333

  	
  %

  	
  $

  	
  2,916,667

  	
   

  	
  $

  	
  1,250,000

  	
   

  	
  8.333333333

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sovereign
  Bank

  	
   

  	
  $

  	
  40,781,250

  	
   

  	
  9.062500000

  	
  %

  	
  $

  	
  45,312,500

  	
   

  	
  9.062500000

  	
  %

  	
  $

  	
  49,843,750

  	
   

  	
  9.062500000

  	
  %

  	
  $

  	
  3,171,875

  	
   

  	
  $

  	
  1,359,375

  	
   

  	
  9.062500000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KeyBank
  National Association

  	
   

  	
  $

  	
  37,500,000

  	
   

  	
  8.333333333

  	
  %

  	
  $

  	
  41,666,667

  	
   

  	
  8.333333333

  	
  %

  	
  $

  	
  45,833,333

  	
   

  	
  8.333333333

  	
  %

  	
  $

  	
  2,916,667

  	
   

  	
  $

  	
  1,250,000

  	
   

  	
  8.333333333

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Webster
  Bank National Association

  	
   

  	
  $

  	
  18,750,000

  	
   

  	
  4.166666667

  	
  %

  	
  $

  	
  20,833,333

  	
   

  	
  4.166666667

  	
  %

  	
  $

  	
  22,916,666

  	
   

  	
  4.166666667

  	
  %

  	
  $

  	
  1,458,334

  	
   

  	
  $

  	
  625,000

  	
   

  	
  4.166666667

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TD
  BankNorth, N.A.

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  3.333333333

  	
  %

  	
  $

  	
  16,666,667

  	
   

  	
  3.333333333

  	
  %

  	
  $

  	
  18,333,334

  	
   

  	
  3.333333333

  	
  %

  	
  $

  	
  1,166,666

  	
   

  	
  $

  	
  500,000

  	
   

  	
  3.333333333

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wells
  Fargo Bank, N.A.

  	
   

  	
  $

  	
  22,500,000

  	
   

  	
  5.000000000

  	
  %

  	
  $

  	
  25,000,000

  	
   

  	
  5.000000000

  	
  %

  	
  $

  	
  27,500,000

  	
   

  	
  5.000000000

  	
  %

  	
  $

  	
  1,750,000

  	
   

  	
  $

  	
  750,000

  	
   

  	
  5.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  450,000,000

  	
   

  	
  100

  	
  %

  	
  $

  	
  500,000,000

  	
   

  	
  100

  	
  %

  	
  $

  	
  550,000,000

  	
   

  	
  100

  	
  %

  	
  $

  	
  35,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  100

  	
  %