glp_Ex_10-1


		
			Exhibit 10.1
		

		
			 
		

		
			SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
		

		
			 
		

		
			This Sixth Amendment to Second Amended and Restated Credit Agreement (this "Sixth Amendment") is made as of October 26, 2016, by and among GLOBAL OPERATING LLC, a Delaware limited liability company ("OLLC"), GLOBAL COMPANIES LLC, a Delaware limited liability company ("Global"), GLOBAL MONTELLO GROUP CORP., a Delaware corporation ("Montello"), GLEN HES CORP., a Delaware corporation ("Glen Hes"), CHELSEA SANDWICH LLC, a Delaware limited liability company ("Chelsea LLC"), GLP FINANCE CORP., a Delaware corporation ("Finance"), GLOBAL ENERGY MARKETING LLC, a Delaware limited liability company ("GEM"), GLOBAL CNG LLC, a Delaware limited liability company ("CNG"), ALLIANCE ENERGY LLC, a Massachusetts limited liability company ("Alliance"),    CASCADE KELLY HOLDINGS LLC, an Oregon limited liability company ("Cascade") and WARREN EQUITIES, INC., a Delaware corporation ("Warren" and, collectively with  OLLC, Global, Montello, Glen Hes, Chelsea LLC, Finance, GEM, CNG, Alliance and Cascade, the "Borrowers" and each individually, a "Borrower"), GLOBAL PARTNERS LP, a Delaware limited partnership (the "MLP"), each "Lender" (as such term is defined in the Credit Agreement referred to below) (collectively, the "Lenders" and each individually, a "Lender") party hereto, and Bank of America, N.A. as Administrative Agent (as such term is defined in the Credit Agreement), amending certain provisions of that certain Second Amended and Restated Credit Agreement dated as of December 16, 2013 (as amended and in effect from time to time, the "Credit Agreement") by and among the Borrowers, the MLP, the Lenders, the Administrative Agent, Swing Line Lender, the L/C Issuer, the Alternative Currency Fronting Lender, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as Co-Syndication Agents and Citizens Bank National Association (f/k/a RBS Citizens NA) and Societe Generale, as Co-Documentation Agents.  Capitalized terms used herein without definition and which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
		

		
			 
		

		
			WHEREAS, the Loan Parties, the requisite Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement, all as provided more fully herein below;
		

		
			 
		

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

		
			 
		

		
			§1.        Amendment to Section 7 of the Credit Agreement.   Section 7.05(c) of the Credit Agreement is hereby amended by deleting Section 7.05(c) in its entirety and restating it as follows:
		

		
			 
		

		
			(c)        Dispositions of (i) equipment or real property (other than in connection with any sale-leaseback transactions permitted pursuant to Section  7.05(g) hereof) to the extent that (x) such property is exchanged for credit against the purchase price of replacement property used or to be used in any Global Line of Business, or (y) the proceeds of such Disposition are reasonably promptly applied to the purchase price of property used in any Global Line of Business or 
		

		
			
		

		
			


		 


 



		

		
			(ii) any asset to the extent that (x) the aggregate value of all assets disposed of pursuant to this Section 7.05(c)(ii) does not exceed $150,000,000 over the life of this Agreement and, to the extent the aggregate value of such assets disposed of in any one Disposition exceeds $2,000,000 or the aggregate value of all assets disposed of pursuant to this Section 7.05(c)(ii) exceeds $25,000,000, then, to the extent the proceeds received in connection thereof are not, solely in the case of an Eligible Borrowing Base Asset (as hereinafter defined), used to repay outstanding WC Loans or, as to any asset, reinvested in a Loan Party's business or committed to being reinvested in any Global Line of Business within 180 days after receipt thereof, then 181 days after receipt of such proceeds the Borrowers shall repay any outstanding Revolver Loans in the amount of such proceeds not so reinvested, and (y) to the extent any such asset sold is the type of assets which would be eligible to be included in the Borrowing Base (a "Eligible Borrowing Base Asset"), immediately upon giving effect to such sale, the Borrowers provide written notice to the Administrative Agent setting forth (1) a listing of the Eligible Borrowing Base Assets to be sold (such listing to be in reasonable detail), together with the amount of cash proceeds to be received by the selling Loan Party for each such asset sold; (2) any change to the Borrowing Base (and Borrowing Base Report) as a result of such sale from the Borrowing Base Report most recently delivered; and (3) a certification that such sale is a Disposition permitted pursuant to this Section 7.05(c)(ii);
		

		
			 
		

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

		
			 
		

		
			§3.        Representations and Warranties; No Default.  Each of the Loan Parties hereby repeats, on and as of the date hereof, each of the representations and warranties made by it in Article V of the Credit Agreement, provided, that all references therein to the Credit Agreement shall refer to such Credit Agreement as amended hereby.  In addition, each of the Loan Parties hereby represents and warrants that the execution and delivery by such Loan Party of this Sixth Amendment and the performance by each such Loan Party of all of its agreements and obligations under the Credit Agreement as amended hereby and the other Loan Documents to which it is a party are within the corporate, partnership and/or limited liability company authority of each of the Loan Parties and have been duly authorized by all necessary corporate, partnership and/or membership action on the part of each of the Loan Parties.  Each of the Loan Parties hereby certifies to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing as of the date hereof.
		

		
			 
		

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

		
			
		

		
			


		 


		

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			§5.        No Waiver.    Nothing contained herein shall constitute a waiver of, impair or otherwise affect any Obligations, any other obligation of the Loan Parties or any rights of the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Alternative Currency Fronting Lender, the Syndication Agent, the Co-Documentation Agents or the Lenders consequent thereon.
		

		
			 
		

		
			§6.        Counterparts.  This Sixth Amendment may be executed in one or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.    Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Agreement.
		

		
			 
		

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

		
			 
		

		
			
		

		
			


		 


		

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			IN WITNESS WHEREOF, the parties hereto have executed this Sixth 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/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						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/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						GLOBAL MONTELLO GROUP CORP.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						    /s/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: 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/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						GLEN HES CORP.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						    /s/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				



		
			
		

		
			


		 


		

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						GLP FINANCE CORP.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						  /s/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						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/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						ALLIANCE ENERGY LLC

				
	
					
						 

					
					
						 

					
					
						By:  Global Operating LLC, its sole member

				
	
					
						 

					
					
						 

					
					
						By:  Global Partners LP, its sole member

				
	
					
						 

					
					
						 

					
					
						By:  Global GP LLC, its general partner

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						  /s/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						CASCADE KELLY HOLDINGS LLC

				
	
					
						 

					
					
						 

					
					
						By:  Global Operating LLC, its sole member

				
	
					
						 

					
					
						 

					
					
						By:  Global Partners LP, its sole member

				
	
					
						 

					
					
						 

					
					
						By:  Global GP LLC, its general partner

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						  /s/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						GLOBAL CNG LLC

				
	
					
						 

					
					
						 

					
					
						By:  Global Operating LLC, its sole member

				
	
					
						 

					
					
						 

					
					
						By:  Global Partners LP, its sole member

				
	
					
						 

					
					
						 

					
					
						By:  Global GP LLC, its general partner

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						    

					
					
						By:

					
					
						  /s/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				



		
			 
		

		
			
		

		
			


		 


		

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						WARREN EQUITIES, INC.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						  /s/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						GLOBAL PARTNERS LP

				
	
					
						 

					
					
						 

					
					
						By:  Global GP LLC, its general partner

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						  /s/ Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title: Chief Financial Officer

				



		
			 
		

		
			
		

		
			


		 


		

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						bank of america, n.a.,  as

				
	
					
						 

					
					
						 

					
					
						Administrative Agent

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Jordan Forester

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Jordan Forester

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Assistant Vice President

				



		
			
		

		
			


		 


		

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						bank of america, n.a.,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Jordan Forester

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Jordan Forester

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Assistant Vice President

				



		
			 
		

		
			
		

		
			


		 


		

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						JPMORGAN CHASE BANK, N.A.,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						 /s/ Daniel J. Stampfel

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						 Daniel J. Stampfel

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Authorized Officer

				



		
			
		

		
			


		 


		

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						citizens bank national association,

				
	
					
						 

					
					
						 

					
					
						as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						 /s/ Donald A. Wright

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						 Donald A. Wright

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						 Senior Vice President

				



		
			
		

		
			


		 


		

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						wells fargo bank, n.a.,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						 /s/ Daniel M. Grondin

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						 Daniel M. Grondin

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						 Senior Vice President

				



		
			
		

		
			


		 


		

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						societe generale,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						 /s/ Michiel V.M. van der Voort

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						 Michiel V.M. van der Voort

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						 Managing Director

				



		
			
		

		
			


		 


		

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						bnp paribas,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						 /s/ Jordan Nenoff

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						 Jordan Nenoff

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Director

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						 /s/ Christine Dirringer

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						 Christine Dirringer

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						 Managing Director

				



		
			
		

		
			


		 


		

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						COOPERATIEVE RABOBANK U.A., NEW YORK

				
	
					
						 

					
					
						 

					
					
						BRANCH,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Chung-Taek Oh

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Chung-Taek Oh

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Executive Director

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Chan K. Park

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Chan K. Park

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Managing Director

				



		
			
		

		
			


		 


		

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						bmo harris financing, inc.,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Matthew L. Davis

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Matthew L. Davis

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Vice President

				



		
			
		

		
			


		 


		

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						the bank of tokyo-mitsubishi ufj, ltd.

				
	
					
						 

					
					
						 

					
					
						NY BRANCH,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Michel Kermarrec

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Michel Kermarrec

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Director

				



		
			
		

		
			


		 


		

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						santander bank, n.a.,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Marcelo Castro

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Marcelo Castro

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Managing Director

				



		
			
		

		
			


		 


		

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						credit agricole corporate and

				
	
					
						 

					
					
						 

					
					
						investment bank,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Mark Lvoff

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Mark Lvoff

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Managing Director

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Zali Win

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Zali Win

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Managing Director

				



		
			
		

		
			


		 


		

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						natixis, new york branch,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ David Pershad

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						David Pershad

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Managing Director

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Alisa Trani

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Alisa Trani

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Director

				



		
			
		

		
			


		 


		

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						sumitomo mitsui banking

				
	
					
						 

					
					
						 

					
					
						corporation, NY BRANCH,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ James D. Weinstein

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						James D. Weinstein

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Managing Director

				



		
			
		

		
			


		 


		

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						deutsche bank ag, new york branch,

				
	
					
						 

					
					
						 

					
					
						as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Chris Chapman

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Chris Chapman

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Director

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Susana Fornies

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Susana Fornies

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Assistant Vice President

				



		
			
		

		
			


		 


		

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						td bank, n.a.,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Vijay Prasad

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Vijay Prasad

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Senior Vice President

				



		
			
		

		
			


		 


		

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						keybank national association,  as a

				
	
					
						 

					
					
						 

					
					
						Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Kevin D. Smith

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Kevin D. Smith

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Senior Vice President

				



		
			
		

		
			


		 


		

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						BARCLAYS BANK PLC,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Marguerite Sutton

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Marguerite Sutton

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Vice President

				



		
			
		

		
			


		 


		

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						REGIONS BANK,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Kara Hoaglund

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Kara Hoaglund

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Vice President

				



		
			
		

		
			


		 


		

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

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Scott G. Axelrod

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Scott G. Axelrod

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Senior Vice President

				



		
			
		

		
			


		 


		

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						PEOPLE'S UNITED BANK, national

				
	
					
						 

					
					
						 

					
					
						association, formerly PEOPLE'S UNITED

				
	
					
						 

					
					
						 

					
					
						BANK,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Jeffrey Giunta

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Jeffrey Giunta

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Vice President

				



		
			
		

		
			


		 


		

			27

		





 



		

		
			 
		

			
					
						 

					
					
						    

					
					
						THE HUNTINGTON NATIONAL BANK,  as a

				
	
					
						 

					
					
						 

					
					
						Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Jared Shaner

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Jared Shaner

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Vice President

				



		
			
		

		
			


		 


		

			28

		





 



		

		
			 
		

			
					
						 

					
					
						    

					
					
						WEBSTER BANK, NATIONAL ASSOCIATION,

				
	
					
						 

					
					
						 

					
					
						as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Raymond C. Hoefling

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Raymond C. Hoefling

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Senior Vice President

				



		
			
		

		
			


		 


		

			29

		





 



		

		
			INTENTIONALLY DELETED
		

		
			
		

		
			


		 


		

			30

		





 



		

		
			 
		

			
					
						 

					
					
						    

					
					
						fifth third bank,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Mike Ross

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Mike Ross

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Senior Vice President

				



		
			
		

		
			


		 


		

			31

		





 



		

		
			 
		

			
					
						 

					
					
						    

					
					
						ABN AMRO CAPITAL USA LLC, as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Antonio Molestina

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Antonio Molestina

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Managing Director

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ Meena Veerappan

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Meena Veerappan

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Assistant Vice President

				



		
			
		

		
			


		 


		

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						BLUE HILLS BANK,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/Kelley Keefe

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Kelley Keefe

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Senior Vice President

				



		
			
		

		
			


		 


		

			33

		





 



		

		
			 
		

			
					
						 

					
					
						    

					
					
						customers bank,  as a Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/ James B. Daley

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						James B. Daley

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Vice President

				



		
			
		

		
			


		 


		

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			RATIFICATION OF GUARANTY
		

		
			 
		

		
			Each of the undersigned guarantors (each a "Guarantor") hereby acknowledges and consents to the foregoing Sixth Amendment as of October 26, 2016, and agrees that each of (a) the Second Amended and Restated Guaranty dated as of December 16, 2013 (as amended and in effect from time to time, the "Original Guaranty") from each of Global Partners LP and Bursaw Oil LLC; (b) the Guarantee dated as of September 8, 2014 (as amended and in effect from time to time, the "Canada Guaranty") from Global Partners Energy Canada ULC; and (c) the Guaranty dated as of January 7, 2015 (as amended and in effect from time to time, the "Warren Guaranty") from each of Warex Terminals Corporation, Drake Petroleum Company, Inc., Puritan Oil Company, Inc. and Maryland Oil Company, Inc. remains in full force and effect, and each of the Guarantors confirms and ratifies all of its obligations thereunder and under each of the other Loan Documents to which such Guarantor is a party. Notwithstanding anything to the contrary contained herein, the parties hereto hereby acknowledge, agree and confirm that as of the date hereof, each of the Original Guaranty, the Canada Guaranty and the Warren Guaranty remains in full force and effect.
		

		
			 
		

			
					
						 

					
					
						    

					
					
						GLOBAL PARTNERS LP

				
	
					
						 

					
					
						 

					
					
						By:  Global GP LLC, its general partner

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						 /s/Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						  Title:  Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						BURSAW OIL LLC

				
	
					
						 

					
					
						 

					
					
						By:  Alliance Energy LLC, its sole member

				
	
					
						 

					
					
						 

					
					
						By:  Global Operating LLC, its sole member

				
	
					
						 

					
					
						 

					
					
						By:  Global Partners LP, its sole member

				
	
					
						 

					
					
						 

					
					
						By:  Global GP LLC, its general partner

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						 /s/Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						  Title:  Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						GLOBAL PARTNERS ENERGY CANADA ULC

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						 /s/Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Title:  Chief Financial Officer

				



		
			
		

		
			


		 


		

			35

		





 



		

		
			 
		

			
					
						 

					
					
						    

					
					
						WAREX TERMINALS CORPORATION

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						  Title:  Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						DRAKE PETROLEUM COMPANY, INC.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						  Title:  Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						PURITAN OIL COMPANY, INC.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						  Title:  Chief Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						MARYLAND OIL COMPANY, INC.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By:

					
					
						/s/Daphne H. Foster

				
	
					
						 

					
					
						 

					
					
						 

					
					
						  Title:  Chief Financial Officer

				



		
			 
		


		 


		

			36