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 Seventh
Amendment


 


Ladies
and Gentlemen:


 


Reference is made to 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 Global Operating LLC (“Global  Operating”), Global Companies LLC (“Global  LLC”),
Global Montello Group Corp. (“Montello”), Glen Hes Corp. (“Glen  Hes”),
Chelsea Sandwich LLC (“Chelsea” and, collectively with Global Operating,
Global LLC, Montello and Glen Hes, the “Borrowers” and each
individually, a “Borrower”), Global Partners LP, Global GP LLC, the
Lenders (as such term is defined in the Credit Agreement) from time to time
party thereto, and Bank of America, N.A., as Administrative Agent (the “Administrative  Agent”)
and L/C Issuer, with Banc of America Securities LLC (“BAS”) as sole lead
arranger and sole book manager.  Unless
otherwise defined herein, capitalized terms shall have the same meanings as
specified therefor in the Credit Agreement.


 


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


 


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


 

















 


In response to your request, upon the effectiveness of this
letter as described in the paragraph below, (a) the Lenders and the
Administrative Agent hereby waive the provision of Section 7.19 of the
Credit Agreement solely to the extent necessary to permit the above-referenced
non-compliance for the fiscal year ended December 31, 2007; and (b) the
Lenders, the Administrative Agent and the Loan Parties, by their signature
below, hereby agree that Section 7.19 of the Credit Agreement shall be
amended by deleting the text of Section 7.19 in its entirety and restating
it as follows:


 


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


 


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


 


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


 


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


 


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


 


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


 


THIS WAIVER LETTER SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT
REFERENCE TO CONFLICTS OF LAW).


 


2

















 


Please acknowledge the foregoing
by executing and returning fifteen (15) copies of this letter to Marion
Giliberti 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

  



 


3

















 


	
   

  	
   

  	
  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

  



 


4

















 


	
   

  	
   

  	
  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

  	
   

  



 


5

















 


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

  	
   

  
										



 


6