Exhibit 4.2 


 


Execution
Version 


 


Registration Rights Agreement

$350,000,000

GLOBAL PARTNERS LP

GLP FINANCE CORP.

6.875% Senior Notes due 2029


 


Registration Rights Agreement


 


This REGISTRATION
RIGHTS AGREEMENT dated October 7, 2020 (the “Agreement”) is entered into by and among Global Partners LP,
a Delaware limited partnership (the “Partnership”), GLP Finance Corp., a Delaware corporation (“GLP
Finance,” and together with the Partnership, the “Issuers”), the guarantors listed on the signature
pages hereto (the “Guarantors”), and BofA Securities, Inc. (“Merrill”), for itself
and the other several Initial Purchasers listed on Schedule 1 hereto (the “Initial Purchasers”).


 


The Issuers, the Guarantors
and the Initial Purchasers are parties to the Purchase Agreement dated September 23, 2020 (the “Purchase Agreement”),
which provides for the sale by the Issuers to the Initial Purchasers of $350,000,000 aggregate principal amount of the Issuers’
6.875% Senior Notes due 2029 (the “Securities”) which will be guaranteed on an unsecured senior basis by each of the
Guarantors.  As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuers and the Guarantors
have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in
this Agreement.  The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.


 


In consideration of
the foregoing, the parties hereto agree as follows:


 


1.            Definitions. 
As used in this Agreement, the following terms shall have the following meanings:


 


“Additional
Guarantor” shall mean any subsidiary of the Partnership that executes a Subsidiary Guarantee under the Indenture after
the date of this Agreement.


 


“Business
Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange
Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange
Offer” shall mean the exchange offer by the Issuers and the Guarantors of Exchange Securities for Registrable Securities
pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable,
on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.


 






    


     


    

 


“Exchange
Securities” shall mean senior notes issued by the Issuers and guaranteed by the Guarantors under the Indenture containing
terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange
for Securities pursuant to the Exchange Offer.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Free Writing
Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or
on behalf of the Partnership or used or referred to by the Partnership in connection with the sale of the Securities or the Exchange
Securities.


 


“Guarantors”
shall have the meaning set forth in the preamble and shall also include any Guarantor’s successors that guarantee the Securities
and any Additional Guarantors.


 


“Holders”
shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and
direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes
of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.


 


“Indemnified
Person” shall have the meaning set forth in Section 5(c) hereof.


 


“Indemnifying
Person” shall have the meaning set forth in Section 5(c) hereof.


 


“Indenture”
shall mean the Indenture dated as of October 7, 2020 among the Issuers, the Guarantors and Regions Bank, as trustee, and as
the same may be further amended from time to time in accordance with the terms thereof.


 


“Initial
Purchasers” shall have the meaning set forth in the preamble.


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xiv) hereof.


 


“Issuers”
shall have the meaning set forth in the preamble.


 


“Issuer Information”
shall have the meaning set forth in Section 5(a) hereof.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities;
provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required
hereunder, any Registrable Securities owned directly or indirectly by the Issuers or any of their affiliates shall not be counted
in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided,
further, that if the Issuers shall issue any additional Securities under the Indenture prior to consummation of the
Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent
or approval of Holders of a specified percentage of Registrable Securities has been obtained.


 






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“Merrill”
shall have the meaning set forth in the preamble.


 


“Notice and
Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire distributed to
a Holder by the Partnership upon receipt of a Shelf Request from such Holder.


 


“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.


 


“Participating
Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire
to the Partnership in accordance with Section 2(b) hereof.


 


“Partnership”
shall have the meaning set forth in the preamble and shall also include the Partnership’s successors.


 


“Person”
shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government
or agency or political subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of,
a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities
covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including
any document incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble.


 


“Registrable
Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when
a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have
been exchanged or disposed of pursuant to such Registration Statement or (ii) when such Securities cease to be outstanding.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or compliance by the Issuers and the Guarantors
with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and
disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or
Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto,
any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance
of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the
fees and disbursements of counsel for the Issuers and the Guarantors and, in the case of a Shelf Registration Statement, the fees
and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Participating Holders holding
a majority of the aggregate principal amount of Registrable Securities held by such Participating Holders and which counsel may
also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of
the Issuers and the Guarantors, including the expenses of any special audits or “comfort” letters, as applicable, required
by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters
(other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions,
brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.


 






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“Registration
Statement” shall mean any registration statement filed under the Securities Act of the Issuers and the Guarantors that
covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments
and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Securities”
shall have the meaning set forth in the preamble.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf Effectiveness
Period” shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf Registration”
shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf Registration
Statement” shall mean a “shelf” registration statement of the Issuers and the Guarantors that covers all
or a portion of the Registrable Securities (but no other securities unless approved by a majority in aggregate principal amount
of the Registrable Securities held by the Participating Holders) on an appropriate form under Rule 415 under the Securities
Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits
thereto and any document incorporated by reference therein.


 


“Shelf Request”
shall have the meaning set forth in Section 2(b) hereof.


 


“Subsidiary
Guarantees” shall mean the guarantees of the Securities and Exchange Securities by the Guarantors under the Indenture.


 


“Staff”
shall mean the staff of the SEC.


 


“Trust Indenture
Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.


 






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“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 


“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.


 


2.       Registration
Under the Securities Act.  (a)  To the extent not prohibited by any applicable law or applicable interpretations
of the Staff, the Issuers and the Guarantors shall use commercially reasonable efforts to (i) cause to be filed an Exchange
Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities
and (ii) have such Registration Statement remain effective until 180 days after the last Exchange Date for use by one or more
Participating Broker-Dealers.  The Issuers and the Guarantors shall commence the Exchange Offer promptly after the Exchange
Offer Registration Statement is declared effective by the SEC and use commercially reasonable efforts to complete the Exchange
Offer not later than 60 days after such effective date.


 


The Issuers and the
Guarantors shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate letters of transmittal
and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,
substantially the following:


 


		(i)	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities
validly tendered and not properly withdrawn will be accepted for exchange;



 


		(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from
the date such notice is mailed or made available) (the “Exchange Dates”);



 


		(iii)	that any Registrable Security not tendered will remain outstanding and continue to accrue interest
but will not retain any rights under this Agreement, except as otherwise specified herein;



 


		(iv)	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer
will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the
institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance
with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on
the last Exchange Date; and



 


		(v)	that any Holder will be entitled to withdraw its election, not later than the close of business
on the last Exchange Date, by (A) sending to the institution and at the address specified in the notice, a telegram, facsimile
transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange
and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal
in compliance with the applicable procedures of the depositary for the Registrable Securities.



 






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As a condition to
participating in the Exchange Offer, a Holder will be required to represent to the Issuers and the Guarantors that (i) any
Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the
commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within
the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it
is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of any Issuer or any Guarantor
and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable
Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus
(or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange
Securities.


 


As soon as practicable
after the last Exchange Date, the Issuers and the Guarantors shall:


 


		(i)	accept for exchange Registrable Securities or portions thereof validly tendered and not properly
withdrawn pursuant to the Exchange Offer; and



 


		(ii)	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or
portions thereof so accepted for exchange by the Issuers and issue, and cause the Trustee to promptly authenticate and deliver
to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by
such Holder.



 


The Issuers and the
Guarantors shall use commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply with the
applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer.  The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate
any applicable law or applicable interpretations of the Staff.


 


(b)            In
the event that (i) the Issuers and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above
is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would
violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason
completed by December 1, 2021 or (iii) any Initial Purchaser shall so request in connection with any offer or sale of
Registrable Securities (a “Shelf Request”), the Issuers and the Guarantors shall use commercially reasonable
efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf
Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration
Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any
Shelf Registration Statement, or entitled to use the Prospectus forming a part of such Shelf Registration Statement, until such
Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such
Holder to the Issuers as is contemplated by Section 3(b) hereof.


 






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In the event that
the Issuers and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the
preceding sentence, the Issuers and the Guarantors shall use commercially reasonable efforts to file and have declared effective
by the SEC (or file and become effective automatically, as the case may be) both an Exchange Offer Registration Statement pursuant
to Section 2(a) above with respect to all Registrable Securities and a Shelf Registration Statement (which may
be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable
Securities held by the Initial Purchasers after completion of the Exchange Offer.


 


The Issuers and the
Guarantors agree to use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the
earlier of one year following the effective date of the Shelf Registration Statement and such time as all the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness
Period”).  The Issuers and the Guarantors further agree to supplement or amend the Shelf Registration Statement,
the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the
registration form used by the Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder or if reasonably requested by a Participating Holder with respect to information relating to such Holder,
and, to the extent necessary, to use commercially reasonable efforts to cause any such amendment to become effective and such Shelf
Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. 
The Issuers and the Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment promptly
after its being used or filed with the SEC.


 


(c)            The
Issuers and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or
Section 2(b) hereof.  Each Holder shall pay all underwriting discounts and commissions, brokerage commissions
and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.


 


(d)            An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC.  A Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon
filing with the SEC as provided by Rule 462 under the Securities Act.


 


In the event that
either the Exchange Offer is not completed or the Shelf Registration Statement, if required hereby, is not declared effective (or
does not automatically become effective) on or prior to December 1, 2021, the Issuers will pay liquidated damages to Holders
of Registrable Securities with the effect that the interest rate on the Registrable Securities will be increased by 1.00% per annum
until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC
(or becomes automatically effective).  All liquidated damages will be paid by the Issuers on the next scheduled interest payment
date in the same manner as interest is paid on the Securities under the Indenture.


 






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If the Shelf Registration
Statement, if required hereby, has been declared effective or automatically becomes effective, as the case may be, and thereafter
either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness
Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month
period, unless such failure to remain effective or usable relates or is directly attributable to an acquisition or disposition
being undertaken by the Issuers then the Issuers will pay liquidated damages to the Holders of Registrable Securities with the
effect that the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in
such 12-month period and ending on such date that the Shelf Registration Statement has again been declared (or automatically becomes)
effective or the Prospectus again becomes usable.


 


(e)            Without
limiting the remedies available to the Initial Purchasers and the Holders, the Issuers and the Guarantors acknowledge that any
failure by the Issuers or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof
may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers’ and the Guarantors’
obligations under Section 2(a) and Section 2(b) hereof.  The provisions for liquidated damages
set forth in Section 2(d) above shall be the only monetary remedy available to the Holders under this Agreement.


 


3.            Registration
Procedures.  (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof,
the Issuers and the Guarantors shall as expeditiously as possible:


 


		(i)	prepare and file with the SEC a Registration Statement on the appropriate form under the Securities
Act, which form (x) shall be selected by the Issuers and the Guarantors, (y) shall, in the case of a Shelf Registration,
be available for the sale of the Registrable Securities by the Participating Holders thereof and (z) shall comply as to form
in all material respects with the requirements of the applicable form and include all financial statements required by the SEC
to be filed therewith; and use commercially reasonable efforts to cause such Registration Statement to become effective and remain
effective for the applicable period in accordance with Section 2 hereof;



 


		(ii)	prepare and file with the SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2
hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed
pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(a)(3) of
and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities;



 


		(iii)	to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus
that is required to be filed by the Issuers or the Guarantors with the SEC in accordance with the Securities Act and to retain
any Free Writing Prospectus not required to be filed;



 






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		(iv)	in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Initial
Purchasers, to counsel for such Participating Holders and to each Underwriter of an Underwritten Offering of Registrable Securities,
if any, without charge, as many copies of each Prospectus, including each preliminary prospectus or Free Writing Prospectus, and
any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate
the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) below, the
Issuers and the Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters
in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus,
preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;



 


		(v)	use commercially reasonable efforts to register or qualify the Registrable Securities under all
applicable state securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing
by the time the applicable Registration Statement becomes effective; cooperate with such Participating Holders in connection with
any filings required to be made with FINRA, and do any and all other acts and things that may be reasonably necessary or advisable
to enable each Participating Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by
such Participating Holder; provided that neither the Issuers nor any Guarantor shall be required to (1) qualify as
a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required
to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation
in any such jurisdiction if it is not so subject;



 


		(vi)	notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each
Participating Holder and counsel for such Participating Holders promptly and, if requested by any such Participating Holder or
counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment
thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to
the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority
for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information
after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of
any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose,
including the receipt by the Issuers of any notice of objection of the SEC to the use of a Shelf Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable
effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations
and warranties of any Issuer or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects
or if any Issuer or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any
event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the
related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in
such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein, in the light
of the circumstances in which they were made in the case of the Prospectus or any Free Writing Prospectus, not misleading and (6) of
any determination by any Issuer or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or
supplement to the Prospectus or any Free Writing Prospectus would be appropriate;



 






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		(vii)	use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under
the Securities Act, including by filing an amendment to such Registration Statement on the proper form, at the earliest practicable
moment and provide immediate notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution;



 


		(viii)	in the case of a Shelf Registration, furnish or make available to each Participating Holder, without
charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents
incorporated therein by reference or exhibits thereto, unless requested);



 


		(ix)	in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the
timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive
legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with
the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing
of any sale of Registrable Securities;



 


		(x)	upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use
commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to the Exchange Offer
Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document
incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted
by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may
be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and the Issuers and the Guarantors shall
notify the Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating
Broker-Dealers known to the Issuers (in the case of the Exchange Offer Registration Statement) to suspend use of the Prospectus
or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders,
such Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any
Free Writing Prospectus, as the case may be, until the Issuers and the Guarantors have amended or supplemented the Prospectus or
the Free Writing Prospectus, as the case may be, to correct such misstatement or omission; provided that the obligations
under this Section 3(a)(x) with respect to the Exchange Offer Registration Statement shall terminate at the end
of the period set forth in Section 2(a)(ii) of this Agreement;



 






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		(xi)	a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing
Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus,
provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement,
to the Participating Holders and their counsel) and make such of the representatives of the Issuers and the Guarantors as shall
be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating
Holders or their counsel) available for discussion of such document; and the Issuers and the Guarantors shall not, at any time
after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or
supplement to a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their counsel
(and, in the case of a Shelf Registration Statement, the Participating Holders and their counsel) shall not have previously been
advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement,
the Participating Holders or their counsel) shall reasonably object;



 


		(xii)	obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be,
not later than the initial effective date of a Registration Statement;



 


		(xiii)	cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration
of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect
such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust
Indenture Act; and execute, and use commercially reasonable efforts to cause the Trustee to execute, all documents as may be required
to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified
in a timely manner;



 






    11


     


    

 


		(xiv)	in the case of a Shelf Registration, make available for inspection by a representative of the Participating
Holders (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration
Statement, any attorneys and accountants designated by a majority in aggregate principal amount of the Registrable Securities held
by the Participating Holders and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable
manner, all pertinent financial and other records, documents and properties of the Partnership and its subsidiaries, and cause
the respective officers, directors and employees of the Issuers and the Guarantors to supply all information reasonably requested
by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that
if any such information is identified by any Issuer or any Guarantor as being confidential or proprietary, each Person receiving
such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the
extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector,
Participating Holder or Underwriter;



 





		(xv)	if reasonably requested by any Participating Holder, promptly include in a prospectus supplement
or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably
requests to be included therein and make all required filings of such prospectus supplement or such post-effective amendment as
soon as the Issuers have received notification of the matters to be so included in such filing;



 


		(xvi)	in the case of a Shelf Registration, enter into such customary agreements and take all such other
commercially reasonable actions in connection therewith (including those requested by the Participating Holders of a majority in
principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate
the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection,
(1) to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of
such Registrable Securities with respect to the business of the Partnership and its subsidiaries and the Registration Statement,
Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in
each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm
the same if and when requested, (2) obtain opinions of counsel to the Issuers and the Guarantors (which counsel and opinions,
in form, scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective
counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public
accountants of the Issuers and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the
Partnership, or of any business acquired by any Issuer or any Guarantor for which financial statements and financial data are or
are required to be included in the Registration Statement) addressed to each Participating Holder (to the extent permitted by applicable
professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of
the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited
to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus, and (4) deliver such
documents and certificates as may be reasonably requested by the Participating Holders of a majority in principal amount of the
Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence
the continued validity of the representations and warranties of the Issuers and the Guarantors made pursuant to clause (1) above
and to evidence compliance with any customary conditions contained in an underwriting agreement; and



 






    12


     


    

 


		(xvii)	so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon
the creation or acquisition by the Partnership of such Additional Guarantor, to execute a counterpart to this Agreement in the
form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability
thereof against such entity, to the Initial Purchasers no later than five Business Days following the execution thereof.



 


(b)            In
the case of a Shelf Registration Statement, the Issuers may require each Holder of Registrable Securities to furnish to the Issuers
a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such
Registrable Securities as the Issuers and the Guarantors may from time to time reasonably request in writing.


 


(c)            Each
Participating Holder agrees that, upon receipt of any notice from the Issuers and the Guarantors of the happening of any event
of the kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Participating
Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such
Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated
by Section 3(a)(x) hereof and, if so directed by the Issuers and the Guarantors, such Participating Holder will
deliver to the Issuers and the Guarantors all copies in its possession, other than permanent file copies then in such Participating
Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current
at the time of receipt of such notice.


 


(d)            If
the Issuers and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration
Statement, the Issuers and the Guarantors shall extend the period during which such Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such
notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented
or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions. The Issuers and the Guarantors may
give any such notice only twice during any 365-day period and any such suspensions shall not exceed 30 days for each suspension
and there shall not be more than two suspensions in effect during any 365-day period.


 


(e)            The
Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering.  In any such Underwritten
Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will
administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included
in such offering; provided, however, that such Underwriter must be reasonably satisfactory to the Partnership.


 






    13


     


    

 


4.            Participation
of Broker-Dealers in Exchange Offer.  (a)  The Staff has taken the position that any broker-dealer that receives
Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer
as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to
be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such Exchange Securities.


 


The Issuers and the
Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers
may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities
owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available
to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.


 


(b)            In
light of the above, and notwithstanding the other provisions of this Agreement, the Issuers and the Guarantors agree to amend or
supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last
Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite
or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff
recited in Section 4(a) above.  The Issuers and the Guarantors further agree that Participating Broker-Dealers
shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection
with the resales contemplated by this Section 4.


 


(c)            The
Initial Purchasers shall have no liability to the Issuers, any Guarantor or any Holder with respect to any request that they may
make pursuant to Section 4(b) above.


 


5.            Indemnification
and Contribution.  (a) The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless
each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls
any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other
expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred),
joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information”
(“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities
Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder
furnished to the Issuers in writing through Merrill or any selling Holder expressly for use therein.  In connection with any
Underwritten Offering permitted by Section 3, the Issuers and the Guarantors, jointly and severally, will also indemnify
the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution,
their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange
Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any
Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.


 






    14


     


    

 



 


(b)            Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Guarantors, the Initial Purchasers and
the other selling Holders, the directors of the Issuers and the Guarantors, each officer of the Issuers and the Guarantors who
signed the Registration Statement and each Person, if any, who controls the Issuers, the Guarantors, any Initial Purchaser and
any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages
or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to such Holder furnished to the Issuers in writing by such
Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus.


 


(c)            If
any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted
against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above,
such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may
be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying
Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the
extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above.  If
any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person
thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate
in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred.  In any such
proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually
agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory
to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties
in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation
of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 
It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in
the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for
all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate
firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser
shall be designated in writing by Merrill, (y) for any Holder, its directors and officers and any control Persons of such
Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by
the Issuers.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to
indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding
the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified
Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement
of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt
by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person
in accordance with such request prior to the date of such settlement.  No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified
Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory
to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not
include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.


 






    	 	15	 



     


    

 


(d)            If
the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person
or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under
such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate
to reflect the relative benefits received by the Issuers and the Guarantors from the offering of the Securities and the Exchange
Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities
Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also
the relative fault of the Issuers and the Guarantors on the one hand and the Holders on the other in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. 
The relative fault of the Issuers and the Guarantors on the one hand and the Holders on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Issuers and the Guarantors or by the Holders and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 






    	 	16	 



     


    

 


(e)            The
Issuers, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5
were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. 
The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in
paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
incurred by such Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this
Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total
price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations
to contribute pursuant to this Section 5 are several and not joint.


 


(f)            The
remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise
be available to any Indemnified Person at law or in equity.


 


(g)            The
indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers
or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuers or the Guarantors
or the officers or directors of or any Person controlling the Issuers or the Guarantors, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.


 


6.            General.


 


(a)            No
Inconsistent Agreements.  The Issuers and the Guarantors represent, warrant and agree that (i) the rights granted
to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any
other outstanding securities issued or guaranteed by any Issuer or any Guarantor under any other agreement and (ii) neither
the Issuers nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that
is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with
the provisions hereof.


 


(b)            Amendments
and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuers and the
Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment,
modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof or any provision
that could affect adversely the rights of any Holder of Registrable Securities to receive liquidated damages in the amount and
on the payment dates as provided in Section 2(d) shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder.  Any amendments, modifications, supplements, waivers or consents pursuant
to this Section 6(b) shall be by a writing executed by each of the parties hereto.


 






    	 	17	 



     


    

 


(c)            Notices. 
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address
given by such Holder to the Partnership by means of a notice given in accordance with the provisions of this Section 6(c),
which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if
to the Issuers and the Guarantors, initially at the Partnership’s address set forth in the Purchase Agreement and thereafter
at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to
such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 6(c).  All such notices and communications
shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if
timely delivered to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.


 


(d)            Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation
of the terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire Registrable Securities
in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of
this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the
benefits hereof.  The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation
to the Issuers or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of
the obligations of such Holder under this Agreement.


 


(e)            Third
Party Beneficiaries.  Each Holder shall be a third party beneficiary to the agreements made hereunder between the Issuers
and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements
directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.


 


(f)            Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate 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 agreement.


 






    	 	18	 



     


    

 


(g)            Headings. 
The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or
otherwise affect the meaning hereof.


 


(h)            Governing
Law.  This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed
by and construed in accordance with the laws of the State of New York.


 


(i)            Entire
Agreement; Severability.  This Agreement contains the entire agreement between the parties relating to the subject matter
hereof and supersedes all oral statements and prior writings with respect thereto.  If any term, provision, covenant or restriction
contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.  The Issuers, the Guarantors and the Initial Purchasers shall endeavor
in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, void or unenforceable provisions.


 


[Signature Page to Follow.]


 






    	 	19	 



     


    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.


 


	 	 	Very truly yours,
	 	 	 
	 	 	GLOBAL PARTNERS LP
	 	 	 
	 	 	By: Global GP LLC, its General Partner
	 	 	 
	 	 	             By:	/s/
    Daphne H. Foster
	 	 	 	Name:	Daphne H. Foster
	 	 	 	Title:	Chief Financial Officer
	 	 	 
	 	 	GLOBAL GP LLC
	 	 	 
	 	 	             By:	/s/
    Daphne H. Foster
	 	 	 	Name:	Daphne H. Foster
	 	 	 	Title:	Chief Financial Officer
	 	 	 
	 	 	GLP FINANCE CORP.
	 	 	 
	 	 	             By:	/s/
    Daphne H. Foster
	 	 	 	Name:	Daphne H. Foster
	 	 	 	Title:	Chief Financial Officer
	 	 	 
	 	 	GLOBAL OPERATING LLC
	 	 	 
	 	 	By:	Global Partners LP, its Sole Member
	 	 	 
	 	 	By:	Global GP LLC, its General Partner
	 	 	 	 
	 	 	 	By:	/s/
    Daphne H. Foster
	 	 	 	 	Name:	Daphne H. Foster
	 	 	 	 	Title:	Chief Financial Officer
	 	 	 
	 	 	GLOBAL COMPANIES LLC
	 	 	GLOBAL ENERGY MARKETING LLC
	 	 	CHELSEA SANDWICH LLC
	 	 	ALLIANCE ENERGY LLC
	 	 	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
	 	 	 	 	Name:	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
	 	 	 	 	Name:	Daphne H. Foster
	 	 	 	 	Title:	Chief Financial Officer
	 	 	 	 	 	 
	 	 	GLOBAL MONTELLO GROUP CORP.
	 	 	GLEN HES CORP.
	 	 	WARREN EQUITIES INC.
	 	 	WAREX TERMINALS CORPORATION
	 	 	DRAKE PETROLEUM COMPANY, INC.
	 	 	PURITAN OIL COMPANY, INC.
	 	 	MARYLAND OIL COMPANY, INC.
	 	 	GLOBAL PARTNERS ENERGY CANADA
    ULC
	 	 	 
	 	 	 	By:	/s/
    Daphne H. Foster
	 	 	 	 	Name:	Daphne H. Foster
	 	 	 	 	Title:	Chief Financial Officer


 


 


[Signature Page to
Registration Rights Agreement]


 






    	 		 



     


    

 


Accepted as of the date hereof:


 


BOFA SECURITIES, INC.


For itself and on behalf of the


several Initial Purchasers listed


in Schedule 1 hereto.


 


BOFA SECURITIES, INC.


 


	By:	/s/
    Brian C. Fox	 
	 	Name: Brian C. Fox
	 	Title: Managing Director


 


 





[Signature Page to Registration
Rights Agreement]


 






    	 		 



     


    

 


Schedule 1


 


Initial Purchasers


 


BofA Securities, Inc.


J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

BNP Paribas Securities Corp.

Citizens Capital Markets, Inc.

MUFG Securities Americas Inc.

SG Americas Securities, LLC

BMO Capital Markets Corp.

TD Securities (USA) LLC

Credit Agricole Securities (USA) Inc.

Rabo Securities USA, Inc.

Santander Investment Securities Inc.

Capital One Securities, Inc.

Regions Securities LLC


 






    	 		 



     


    

 


Annex A


 


Counterpart to Registration Rights
Agreement


 


The undersigned hereby
absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated October 7,
2020 by and among Global Partners LP, a Delaware limited partnership, GLP Finance Corp., a Delaware corporation, the guarantors
party thereto and BofA Securities, Inc., on behalf of itself and the other Initial Purchasers) to be bound by the terms and
provisions of such Registration Rights Agreement.


 


IN WITNESS WHEREOF,
the undersigned has executed this counterpart as of __________, ____.


 


		[GUARANTOR]
	 	 	 
	 	 	 
	 	By:	                         
	 	Name:	 
	 	Title: