Exhibit 10.1


 


GLOBAL PARTNERS LP

GLP FINANCE CORP.


 







 



 


$350,000,000


 


6.875% Senior Notes due 2029


 


Purchase Agreement


 


September 23, 2020


 


BofA Securities, Inc.

As Representative of the Initial Purchasers

listed in Schedule 1 hereto


 




c/o BofA Securities, Inc.


One Bryant Park

New York, New York 10036


 


Ladies and Gentlemen:


 


Global Partners LP,
a Delaware limited partnership (the “Partnership”), and GLP Finance Corp., a Delaware corporation (“GLP
Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to the several
initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as
representative (the “Representative”), $350,000,000 principal amount of their 6.875% Senior Notes due 2029
(the “Securities”).  The Securities will be issued pursuant to an Indenture to be dated as of October
7, 2020 (the “Indenture”) among the Issuers, the Guarantors (as defined below) and Regions Bank, as trustee
(the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”). 
The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company
(the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined
in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary.


 


This purchase agreement
(this “Agreement”) confirms the agreement by and among Global GP LLC, a Delaware limited liability company
(the “General Partner”), the Issuers, Cascade Kelly Holdings LLC, an Oregon limited liability company (“Cascade
Kelly”), Global Operating LLC, a Delaware limited liability company (“Global Operating”), Global
Companies LLC, a Delaware limited liability company (“Global Companies”), Global Montello Group Corp., a Delaware
corporation (“Global Montello”), Chelsea Sandwich LLC, a Delaware limited liability company (“Chelsea
Sandwich”), Glen Hes Corp., a Delaware corporation (“Glen Hes”), Alliance Energy LLC, a Massachusetts
limited liability company (“Alliance”), Bursaw Oil LLC, a Massachusetts limited liability company (“Bursaw
Oil”), Global Energy Marketing LLC, a Delaware limited liability company (“Global Marketing”), Global
Partners Energy Canada ULC, an Alberta, Canada unlimited liability corporation (“GPEC”), Warren Equities, Inc.,
a Delaware corporation (“Warren”), Warex Terminals Corporation, a New York corporation (“Warex”),
Drake Petroleum Company, Inc., a Massachusetts corporation (“Drake”), Puritan Oil Company, Inc., a New Jersey
corporation (“Puritan”), Maryland Oil Company, Inc., a Delaware corporation (“Maryland Oil”
and, together with Cascade Kelly, Global Operating, Global Companies, Global Montello, Chelsea Sandwich, Glen Hes, Alliance, Bursaw
Oil, Global Marketing, GPEC, Warren, Warex, Drake and Puritan, the “Guarantors”) and the Initial Purchasers
concerning the purchase of the Securities by the Initial Purchasers.  The Partnership, the General Partner, GLP Finance and
the Guarantors are herein referred to as the “Partnership Parties.”


 






     


     


    

 


The Securities will
be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance upon an exemption therefrom.  The Partnership Parties have prepared a preliminary offering memorandum
dated September 23, 2020 (the “Preliminary Offering Memorandum”) and have prepared and delivered to each Initial
Purchaser copies of a Pricing Supplement, dated September 23, 2020 (the “Pricing Supplement”), describing the
terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the
Securities.  Promptly after this Agreement is executed and delivered, the Partnership Parties will prepare and deliver to
each Initial Purchaser a final offering memorandum dated the date hereof (the “Offering Memorandum”) setting
forth information concerning the Partnership Parties, the Securities and the Guarantees.  Copies of the Preliminary Offering
Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Partnership Parties to the Initial Purchasers
pursuant to the terms of this Agreement.  Each of the Partnership Parties hereby confirms that it has authorized the use
of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection
with the offering and resale of the Securities by the Initial Purchasers in the manner contemplated by this Agreement.  Capitalized
terms used but not defined herein shall have the meanings given to such terms in the Preliminary Offering Memorandum.  References
herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer
to and include any document incorporated by reference therein prior to the Time of Sale (as defined below) and any reference to
“amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum or
the Offering Memorandum shall be deemed to refer to and include any documents filed after such time and incorporated by reference
therein.


 


At 4:00 p.m. New York
City time, which is at or prior to the time when sales of the Securities were first made (the “Time of Sale”),
the Partnership Parties prepared the following information (collectively, the “Time of Sale Information”):
the Preliminary Offering Memorandum and the Pricing Supplement, substantially in the form of Annex A hereto.


 


Holders of the Securities
(including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration
Rights Agreement, to be dated the Closing Date, among the Issuers, the Guarantors and the Initial Purchasers, substantially in
the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which
the Issuers and the Guarantors will be required to file with the Securities and Exchange Commission (the “Commission”)
one or more registration statements providing for the registration under the Securities Act of the Securities or securities that
are identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the
“Exchange Offer”) and the related Guarantees.


 






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Each of the Partnership
Parties hereby jointly and severally confirms its agreement with the several Initial Purchasers concerning the purchase and resale
of the Securities, as follows:


 


1.             
Purchase and Resale of the Securities.


 


(a)              
The Issuers agree to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement,
and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the
conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers on the Closing Date the respective
principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at a purchase
price equal to 98.5% of the principal amount of Securities purchased by each Initial Purchaser in the proportions that the principal
amount of Securities set forth opposite their respective names in Schedule 1 hereto bear to the aggregate principal amount
of Securities set forth opposite the names of all such Initial Purchasers.  The Issuers will not be obligated to deliver
any of the Securities except upon payment for all the Securities to be purchased as provided herein.


 


(b)          
The Issuers understand that the Initial Purchasers intend to offer the Securities for resale on the terms set forth
in the Time of Sale Information.  Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:


 


(i)                
it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”)
and an accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act (“Regulation D”);


 


(ii)             
it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities
by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation
D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and


 


(iii)           
it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities
as part of their initial offering except:


 


(A)            
to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities
Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to
ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or


 


(B)             
in accordance with the restrictions set forth in Annex B hereto.


 


(c)           
Each Initial Purchaser acknowledges and agrees that the Issuers and, for purposes of the “no registration”
opinions to be delivered to the Initial Purchasers pursuant to Section 6, counsel for the Issuers and counsel for the Initial
Purchasers may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial
Purchasers with their agreements, contained in Section 1(b) (including Annex B hereto), and each Initial Purchaser
hereby consents to such reliance.


 






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(d)              
 The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Securities to or through any affiliate
of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser.


 


(e)              
The Partnership Parties acknowledge and agree that (i) each Initial Purchaser is acting solely in the capacity
of an arm’s length contractual counterparty to the Partnership Parties with respect to the offering of Securities contemplated
hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to,
or agent of, the Partnership Parties or any other person and (ii) the several Initial Purchasers and their respective affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of the Partnership Parties, and
the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship. 
Additionally, neither the Representative nor any other Initial Purchaser is advising the Partnership Parties or any other person
as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.  The Partnership Parties shall consult
with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal
of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility
or liability to the Partnership Parties with respect thereto.  Any review by the Representative or any Initial Purchaser
of the Partnership Parties and the transactions contemplated hereby or other matters relating to such transactions will be performed
solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the
Partnership Parties or any other person and does not constitute a recommendation, investment advice, or solicitation of any action
by the Representative or any Initial Purchaser.


 


2.                 
Payment and Delivery.  (a)  Payment for and delivery of the Securities will be made, against delivery
of the Securities to the Initial Purchasers through the facilities of The Depository Trust Company (“DTC”),
at the offices of Vinson & Elkins L.L.P., 1114 6th Ave., 32nd Floor, New York, New York 10036 at 10:00 A.M., New
York City time, on October 7, 2020, or at such other time or place on the same or such other date, not later than the fifth business
day thereafter, as the Representative and the Issuers may agree upon in writing.  The time and date of such payment and delivery
is referred to herein as the “Closing Date.”  At such closing, the Issuers will deliver to the Trustee,
as custodian for DTC, one or more global notes representing the Securities (collectively, the “Global Notes”),
each registered in the name of Cede & Co., as nominee of the Depositary, pursuant to the DTC Agreement.  The Global
Notes shall be in such denominations as the Representatives shall designate.  Time shall be of the essence, and delivery
at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.


 


(b)              
Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified
by the Issuers to the Representative against delivery to the nominee of DTC, for the account of the Initial Purchasers, of the
Global Note, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Issuers.





 






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3.                 
Representations, Warranties and Agreements of the Partnership Parties.  The Partnership Parties jointly and
severally represent and warrant to, and agree with, each of the Initial Purchasers as of the date hereof and as of the Closing
Date that:


 





(a)              
 Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum.  The Preliminary
Offering Memorandum, as of its date, did not, the Time of Sale Information, as of the Time of Sale, did not, and at the Closing
Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities
and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided
that the Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance
upon and in conformity with information relating to any Initial Purchaser furnished to the Partnership Parties in writing by such
Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information
or the Offering Memorandum, which information is specified in the last sentence of Section 7(b).  The Partnership Parties
have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’
distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the
Time of Sale Information, the Offering Memorandum and any other Issuer Written Communication used in accordance with Sections
3(b) and 4(c) hereof.


 


(b)              
Additional Written Communications.  The Partnership Parties (including their agents and representatives,
other than the Initial Purchasers in their capacity as such) have not prepared, made, used, authorized, approved or referred to
and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or
solicitation of an offer to buy the Securities (each such communication by the Partnership Parties or their agents and representatives
(other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”)
other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the Time of Sale Information,
and (iv) any electronic road show or other written communications, in each case used in accordance with Section 4(c). 
Each such Issuer Written Communication, when taken together with the Time of Sale Information at the Time of Sale, did not, and
as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided
that the Partnership Parties make no representation or warranty with respect to any statements or omissions made in each such
Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to
the Partnership Parties in writing by such Initial Purchaser through the Representative expressly for use in any Issuer Written
Communication, which information is specified in the last sentence of Section 7(b).


 


(c)              
Form of Documents; Incorporated Documents.  The documents incorporated by reference in each of
the Time of Sale Information and the Offering Memorandum (the “Incorporated Documents”), when filed with the
Commission, conformed or will conform, as the case may be, in all material respects to the requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder,
and none of such Incorporated Documents contained or will contain, as the case may be, an untrue statement of a material fact
or omitted or will omit, as the case may be, to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading.


 






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(d)              
 Formation and Qualification of the Partnership. The Partnership has been duly formed and is validly existing
in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP
Act”) with full partnership power and authority to own or lease its properties and to conduct its business in all material
respects as described in each of the Time of Sale Information and the Offering Memorandum.  The Partnership is duly registered
or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction in which the
character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration
or qualification necessary, except where the failure to so register or qualify would not (i) individually or in the aggregate,
have a material adverse effect on the condition (financial or otherwise), business, assets, results of operations or prospects
of the Partnership Parties and their subsidiaries, taken as a whole, or on the performance by the Partnership Parties of their
obligations under this Agreement, the Securities and the Guarantees (a “Material Adverse Effect”), or (ii) subject
the limited partners of the Partnership to any material liability or disability.


 


(e)              
Formation and Qualification of the General Partner, Global Operating, Global Companies, Global Marketing and
Chelsea Sandwich.  Each of the General Partner, Global Operating, Global Companies, Global Marketing and Chelsea Sandwich
has been duly formed and is validly existing in good standing as a limited liability company under the Delaware Limited Liability
Company Act (the “Delaware LLC Act”) with full limited liability company power and authority to own or lease
its properties and to conduct its business, and, in the case of the General Partner, to act as general partner of the Partnership. 
Each of the General Partner, Global Operating, Global Companies, Global Marketing and Chelsea Sandwich is, and as of the Closing
Date will be, duly registered or qualified as a foreign limited liability company for the transaction of business under the laws
of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned
or leased by it makes such registration or qualification necessary, except where the failure so to register or qualify would not
(i) individually or in the aggregate, have a Material Adverse Effect or (ii) subject the limited partners of the Partnership
to any material liability or disability.


 


(f)               
Formation and Qualification of GLP Finance, Global Montello, Glen Hes, Warren and Maryland Oil.  Each
of GLP Finance, Global Montello, Glen Hes, Warren and Maryland Oil has been duly incorporated and is validly existing in good
standing as a corporation under the Delaware General Corporation Law (the “DGCL”) with full corporate power
and authority to own or lease its properties and to conduct its business.  Each of GLP Finance, Global Montello, Glen Hes,
Warren and Maryland Oil is, and as of the Closing Date will be, duly registered or qualified as a foreign corporation for the
transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature
or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure
so to register or qualify would not (i) have a Material Adverse Effect or (ii) subject the limited partners of the Partnership
to any material liability or disability.


 


(g)              
Formation and Qualification of Alliance and Bursaw Oil.  Each of Alliance and Bursaw Oil has been duly
formed and is validly existing in good standing as a limited liability company under the Massachusetts Limited Liability Company
Act with full limited liability company power and authority to own or lease its properties and conduct its business.  Each
of Alliance and Bursaw Oil is, and as of the Closing Date will be, duly registered or qualified as a foreign limited liability
company for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by
it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except
where the failure so to register or qualify would not (i) individually or in the aggregate, have a Material Adverse Effect
or (ii) subject the limited partners of the Partnership to any material liability or disability.


 






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(h)              
Formation and Qualification of Drake.  Drake has been duly organized and is validly existing as a corporation
under the Massachusetts Business Corporations Act with full corporate power and authority to own or lease its properties and conduct
its business.  Drake is, and as of the Closing Date will be, duly registered or qualified as a foreign corporation for the
transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature
or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure
so to register or qualify would not (i) individually or in the aggregate, have a Material Adverse Effect or (ii) subject
the limited partners of the Partnership to any material liability or disability.


 


(i)                
Formation and Qualification of Cascade Kelly.  Cascade Kelly has been duly formed and is validly existing
as a limited liability company under the Oregon Limited Liability Company Act with full limited liability company power and authority
to own or lease its properties and conduct its business.  Cascade Kelly is, and as of the Closing Date will be, duly registered
or qualified as a foreign limited liability company for the transaction of business under the laws of each jurisdiction in which
the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration
or qualification necessary, except where the failure so to register or qualify would not (i) individually or in the aggregate,
have a Material Adverse Effect or (ii) subject the limited partners of the Partnership to any material liability or disability.


 


(j)                
Formation and Qualification of GPEC.  GPEC has been duly formed and is validly existing as an unlimited
liability corporation under the Alberta Business Corporations Act with full unlimited liability corporation power and authority
to own or lease its properties and conduct its business.  GPEC is, and as of the Closing Date will be, duly registered or
qualified as a foreign corporation for the transaction of business under the laws of each jurisdiction in which the character
of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification
necessary, except where the failure so to register or qualify would not (i) individually or in the aggregate, have a Material
Adverse Effect or (ii) subject the limited partners of the Partnership to any material liability or disability.


 


(k)              
Formation and Qualification of Warex.  Warex has been duly formed and is validly existing as a corporation
under the New York Business Corporation Law with full corporate power and authority to own or lease its properties and conduct
its business.  Warex is, and as of the Closing Date will be, duly registered or qualified as a foreign corporation for the
transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature
or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure
so to register or qualify would not (i) individually or in the aggregate, have a Material Adverse Effect or (ii) subject
the limited partners of the Partnership to any material liability or disability.


 






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(l)                
 Formation and Qualification of Puritan.  Puritan has been duly organized and is validly existing as
a corporation under the New Jersey Business Corporation Act with full corporate power and authority to own or lease its properties
and conduct its business.  Puritan is, and as of the Closing Date will be, duly registered or qualified as a foreign corporation
for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or
the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where
the failure so to register or qualify would not (i) individually or in the aggregate, have a Material Adverse Effect or (ii) subject
the limited partners of the Partnership to any material liability or disability.


 


(m)             
Ownership of the General Partner. The parties listed on Schedule 2 hereto collectively own 100% of
the outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued
in accordance with the Fourth Amended and Restated Limited Liability Company Agreement of the General Partner (the “General
Partner LLC Agreement”) and are fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable
(except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and each member of the
General Partner owns its membership interest in the General Partner free and clear of all liens, encumbrances, security interests,
charges or claims (“Liens”), except restrictions on transferability contained in the General Partner LLC Agreement
and the organizational documents of each such member, as applicable.


 


(n)              
Ownership of the General Partner Interest in the Partnership.  The General Partner is the sole general
partner of the Partnership with, as of the date hereof, a 0.67% general partner interest in the Partnership; such general partner
interest has been duly authorized and validly issued in accordance with the Fourth Amended and Restated Agreement of Limited Partnership
of the Partnership (the “Partnership Agreement”); and the General Partner owns such general partner interest
free and clear of all Liens, except restrictions on transferability contained in the Partnership Agreement, other than Liens created
pursuant to the Third Amended and Restated Credit Agreement, dated April 25, 2017, by and among the Partnership, Global Operating,
Global Companies, Global Montello, Chelsea Sandwich, Global Marketing, Glen Hes, Alliance, GLP Finance, Global CNG LLC, Cascade
Kelly and Warren, Bank of America, N.A., as administrative agent, and the other financial institutions party thereto, as amended
by the First Amendment thereto, dated September 10, 2018, the Second Amendment thereto, dated September 10, 2018, the Third Amendment
thereto, dated April 19, 2019 and the Fourth Amendment thereto, dated May 7, 2020 (the “Credit Agreement”),
the Indenture governing the 7.00% Senior Notes due 2023 of the Partnership and GLP Finance, as amended or supplemented (the “2023
Notes Indenture”) and the Indenture governing the 7.00% Senior Notes due 2027 of the Partnership and GLP Finance, as
amended or supplemented (together with the 2023 Notes Indenture, the “Existing Indentures”).


 


(o)              
Capitalization of the Partnership.  As of the date hereof, the issued and outstanding limited partner
interests of the Partnership consist of 33,995,563 common units representing limited partner interests (“Common Units”),
2,760,000 Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests
(“Series A Preferred Units”) and the Incentive Distribution Rights (as such term is defined in the Partnership
Agreement).  All such Common Units, Series A Preferred Units and Incentive Distribution Rights and the limited partner interests
represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid
(to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by
Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).


 






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(p)              
Ownership of Global Operating.  The Partnership owns a 100% membership interest in Global Operating;
such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement
of Global Operating (the “Global Operating LLC Agreement”) and is fully paid (to the extent required under
the Global Operating LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and
18-804 of the Delaware LLC Act); and the Partnership owns such membership interest free and clear of all Liens, other than those
created pursuant to the Credit Agreement and the Existing Indentures.


 


(q)              
Ownership of Global Companies, Chelsea Sandwich, Global Marketing, Glen Hes, Alliance, Cascade Kelly, Bursaw
Oil, GPEC, Warren, Warex, Drake, Puritan and Maryland Oil.  Global Operating owns a 100% membership interest in each
of Global Companies, Chelsea Sandwich, Global Marketing, Alliance and Cascade Kelly, and 100% of the capital stock of each of
Global Montello and GPEC; Global Companies owns 100% of the capital stock of Glen Hes; Alliance owns a 100% membership interest
in Bursaw Oil; Global Montello owns 100% of the capital stock of Warren; and Warren owns 100% of the capital stock of each of
Puritan, Warex, Drake and Maryland Oil; in each case free and clear of all Liens, other than those created pursuant to the Credit
Agreement and the Existing Indentures.  In the case of the Guarantors that are limited liability companies, such membership
interests have been duly authorized and validly issued in accordance with their respective limited liability company agreement
(collectively, the “Operating Subsidiary LLC Agreements”) and are fully paid (to the extent required under
the applicable Operating Subsidiary LLC Agreement) and nonassessable (except as such nonassessability may be affected by the statute
of the jurisdiction of formation applicable to such entity).  In the case of the Guarantors that are corporations, such capital
stock has been duly authorized and validly issued in accordance with the statute of the jurisdiction of incorporation applicable
to such corporations and the charters and bylaws of such corporations and is fully paid and nonassessable.


 


(r)               
Ownership of GLP Finance.  The Partnership owns 100% of the capital stock of GLP Finance free and clear
of all Liens, other than those created pursuant to the Credit Agreement and the Existing Indentures.  Such capital stock
has been duly authorized and validly issued in accordance with the charter and bylaws of GLP Finance and is fully paid and nonassessable.


 


(s)              
No Other Subsidiaries.  Other than the ownership interests in Global Operating, GLP Finance, Global
Companies, Global Montello, Chelsea Sandwich, Global Marketing, Glen Hes, Alliance, Cascade Kelly, Bursaw Oil, GPEC, Warren, Warex,
Drake, Puritan, Maryland Oil and Basin Transload LLC, the Partnership does not own, directly or indirectly, and at the Closing
Date will not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability
company, joint venture, association or other entity.  Other than its ownership of its partnership interests in the Partnership,
the General Partner does not own, and as of the Closing Date will not own, directly or indirectly, any equity or long-term debt
securities of any corporation, partnership, limited liability company, joint venture, association or other entity.  GLP Finance
was formed for the sole purpose of being a co-issuer of the Partnership’s debt and has no operating assets.


 






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(t)            Authority
and Due Authorization.  Each of the Partnership Parties has all requisite partnership, corporate or limited liability
company power and authority, as the case may be, to execute and deliver this Agreement, the Securities, the Indenture (including
each Guarantee set forth therein), the Exchange Securities (including the related Guarantees) and the Registration Rights Agreement
(collectively, the “Transaction Documents”) to which it is a party and to perform its respective obligations
hereunder and thereunder; the Partnership Parties have taken all action required to be taken for the authorization, execution
and delivery of each of the Transaction Documents by the Partnership Parties which are party thereto and the consummation of the
transactions contemplated hereby and thereby has been validly taken.


 


(u)           Indenture. 
The Indenture has been duly authorized by each of the Issuers and each of the Guarantors and on the Closing Date will be duly
executed and delivered by the Issuers and the Guarantors and, when duly executed and delivered in accordance with its terms by
each of the other parties thereto, will constitute a valid and legally binding agreement of each of the Issuers and each of the
Guarantors, enforceable against each of the Issuers and each of the Guarantors in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating
to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding at law or in equity) (collectively, the “Enforceability Exceptions”); and on
the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to
an indenture that is qualified thereunder.


 


(v)           Securities
and the Guarantees.  The Securities have been duly authorized by each of the Issuers and, when duly executed, authenticated,
issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding
and will constitute valid and legally binding obligations of each of the Issuers enforceable against each of the Issuers in accordance
with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees
have been duly authorized by each of the Guarantors and, when the Securities have been duly executed, authenticated, issued and
delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each
of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions,
and will be entitled to the benefits of the Indenture.


 


(w)           Exchange
Securities.  On the Closing Date, the Exchange Securities (including the related Guarantees) will have been duly authorized
by each of the Issuers and each of the Guarantors, as applicable, and, when duly executed, authenticated, issued and delivered
in accordance with the Indenture and as contemplated by the Registration Rights Agreement, will be duly and validly issued and
outstanding and will constitute valid and legally binding obligations of each of the Issuers, as issuer, and each of the Guarantors,
as guarantor, enforceable against each of the Issuers and each of the Guarantors in accordance with their terms, subject to the
Enforceability Exceptions, and will be entitled to the benefits of the Indenture.


 






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(x)            Purchase
Agreement, Registration Rights Agreement and DTC Agreement.  This Agreement has been duly authorized, executed and delivered
by each of the Partnership Parties; and the Registration Rights Agreement has been duly authorized by each of the Issuers and
each of the Guarantors and on the Closing Date will be duly executed and delivered by each of the Issuers and each of the Guarantors
and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and
legally binding agreement of each of the Issuers and each of the Guarantors enforceable against each of the Issuers and each of
the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that enforceability may be limited
by public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair
dealing.  The DTC Agreement has been duly authorized and, on the Closing Date, will have been duly executed and delivered
by, and will constitute a valid and binding agreement of, the Issuers, enforceable against each of the Issuers in accordance with
its terms, subject to the Enforceability Exceptions, and except that enforceability may be limited by public policy, applicable
law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.


 


(y)           Descriptions
of Certain Documents.  Each of the Securities, the Exchange Securities, the Guarantees, the Indenture, the Registration
Rights Agreement and the Existing Indentures conforms in all material respects to the description thereof contained in each of
the Time of Sale Information and the Offering Memorandum.


 


(z)           
Enforceability of Agreements.


 


(i)              
The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid
and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms;


 


(ii)             
The General Partner LLC Agreement has been duly authorized, executed and delivered by its members and is a valid
and legally binding agreement of such members, enforceable against such members in accordance with its terms;


 


(iii)            
The Global Operating LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a
valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms;


 


(iv)            
The limited liability company agreement of Bursaw Oil (the “Bursaw Oil LLC Agreement”) has been
duly authorized, executed and delivered by Alliance, and is a valid and legally binding agreement of Alliance, enforceable against
Alliance in accordance with its terms; and


 


(v)            
Each Operating Subsidiary LLC Agreement, other than the Bursaw Oil LLC Agreement, has been duly authorized, executed
and delivered by Global Operating, and is a valid and legally binding agreement of Global Operating, enforceable against Global
Operating in accordance with its terms;


 






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provided that, with respect to
each agreement described in this Section 3(z), the enforceability thereof may be limited by the Enforceability Exceptions
and by public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and
fair dealing.


 


The Partnership Agreement,
the General Partner LLC Agreement, the Global Operating LLC Agreement, the Bursaw Oil LLC Agreement and the Operating Subsidiary
LLC Agreements are herein collectively referred to as the “Organizational Agreements.”  The Organizational
Agreements, together with the certificates of limited partnership or formation or certificates of incorporation, bylaws and other
organizational documents of the Partnership Parties are herein referred to as the “Organizational Documents.”


 


(aa)          No
Conflicts.  None of the issuance and sale of the Securities, the Guarantees and the Exchange Securities (including the
related Guarantees), the application of the net proceeds as described under the caption “Use of Proceeds” in the Time
of Sale Information and the Offering Memorandum, the execution, delivery and performance by the Partnership Parties of each Transaction
Document to which each is a party or the consummation by the Partnership Parties of the transactions contemplated by the Transaction
Documents (i) conflicts or will conflict with or constitutes or will constitute a violation of the Organizational Documents,
(ii) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time
or both, would constitute such a default) under, or result in the creation or imposition of any Lien upon any property or asset
of any of the Partnership Parties pursuant to, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement
or instrument to which any of the Partnership Parties is a party or by which any of them or any of their respective properties
or assets may be bound, including the Existing Indentures, or subject, or (iii) violates or will violate any statute, law
or regulation or any order, rule, judgment, decree or injunction of any court or governmental agency or body directed to any of
the Partnership Parties or any of their properties in a proceeding to which any of them or their property is a party, except,
in the case of clauses (ii) and (iii) above, for any such conflict, breach, violation, default, or Lien that would not,
individually or in the aggregate, have a Material Adverse Effect.


 


(bb)         No
Consents.  No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court,
governmental agency or body having jurisdiction over any of the Partnership Parties or any of their respective properties or assets
is required for the issuance and sale of the Securities and the Guarantees, the application of the net proceeds as described under
the caption “Use of Proceeds” in the Offering Memorandum, the execution, delivery and performance by the Partnership
Parties of each Transaction Document to which each is a party, or the consummation by the Partnership Parties of the transactions
contemplated by the Transaction Documents, except for such permits, consents, approvals, authorizations, orders, registrations,
filings or qualifications required under the Securities Act, the Exchange Act, and state securities or “Blue Sky”
laws and applicable rules and regulations under such laws.


 


(cc)          No
Default.  No Partnership Party (i) is in violation of its Organizational Documents, (ii) is in default, and
no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance
of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement
or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is
in violation of any statute, law or regulation or any order, rule, judgment, decree or injunction of any court or governmental
agency or body having jurisdiction over it or its property or assets directed to any of the Partnership Parties or any of their
properties in a proceeding to which any of them or their property is a party or has failed to obtain any license, permit, certificate,
franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business,
except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation, failure or default would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






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(dd)         No
Integration.  None of the Partnership Parties or any of their affiliates (as defined in Rule 501(b) of Regulation
D) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of,
any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that
would require registration of the Securities under the Securities Act.


 


(ee)          No
Material Adverse Change, Liabilities, Material Contracts or Distributions.  Since the date of the most recent financial
statements of the Partnership included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum,
(i) no Partnership Party has (A) sustained any loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, (B) incurred
any material liability or obligation, direct or contingent; or (C) entered into any material transaction; (ii) the Partnership
has not declared or paid any distribution on its Common Units other than regular quarterly pro rata distributions to holders of
Common Units; and (iii) there has not been any change in the net current assets or long-term debt of a Partnership Party, in the
case of clauses (i) or (iii), as could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
or any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition
(financial or otherwise), results of operations, properties, management, business or prospects of the Partnership Parties and
their respective subsidiaries taken as a whole, in each case except as described in the Time of Sale Information and the Offering
Memorandum.


 


(ff)           Independent
Public Accountants.  Ernst & Young LLP, who has certified certain financial statements of the Partnership included
in each of the Time of Sale Information and the Offering Memorandum, is an independent registered public accounting firm with
respect to the Partnership as required by the Securities Act, the rules and regulations thereunder and the regulations of
the Public Company Accounting Oversight Board.


 


(gg)         Financial
Statements.  At June 30, 2020, the Partnership would have had, on the consolidated, as adjusted basis indicated in each
of the Time of Sale Information and the Offering Memorandum, a capitalization as set forth therein.  The historical financial
statements (including the related notes and supporting schedules) included or incorporated by reference in each of the Time of
Sale Information and the Offering Memorandum comply as to form in all material respects with the requirements of Regulation S-X
under the Securities Act and present fairly in all material respects the financial condition, results of operations and cash flows
of the entities purported to be shown thereby on the basis stated therein, at the dates and for the periods indicated, and have
been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout
the periods involved.  The selected financial information contained or incorporated by reference in each of the Time of Sale
Information and the Offering Memorandum (and any amendment or supplement thereto) is accurately presented in all material respects
and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements, as applicable,
from which it has been derived. No other financial statements or schedules are required by the Exchange Act to be included
in the Incorporated Documents.


 






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(hh)         XBRL. 
The interactive data in eXtensible Business Reporting Language incorporated by reference in the Preliminary Offering Memorandum,
the Time of Sale Information and the Offering Memorandum fairly presents the information called for in all material respects and
has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects.


 


(ii)            Statistical
and Market Data.  Any statistical and market-related data included in each of the Time of Sale Information and the Offering
Memorandum are based on or derived from sources that the Partnership Parties believe to be reliable and accurate, and the Partnership
has obtained the written consent to the use of such data from such sources to the extent required.


 


(jj)            Investment
Company.  None of the Partnership Parties is, and after giving effect to the offering and sale of the Securities and
the Guarantees and the application of the proceeds therefrom as described in each of the Time of Sale Information and the Offering
Memorandum, none of them will be, an “investment company” or an entity “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the
Commission thereunder (collectively, the “Investment Company Act”).


 


(kk)          No
Legal Proceedings.  Except as described in each of the Time of Sale Information and the Offering Memorandum, there is
(i) no action, suit or proceeding before or by any court, arbitrator or governmental or regulatory agency, body or official,
domestic or foreign, now pending or, to the knowledge of the Partnership Parties, threatened, to which any of the Partnership
Parties or any of their respective subsidiaries is or may be a party or to which any of the business or property of any of the
Partnership Parties or any of their respective subsidiaries is or may be subject, and (ii) no injunction, restraining order
or order of any nature issued by a federal or state court or foreign court of competent jurisdiction to which any of the Partnership
Parties or any of their respective subsidiaries is or may be subject, that, in the case of clauses (i) and (ii) above,
if determined adversely to any of the Partnership Parties, could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


 


(ll)            No
Labor Dispute.  Except as described in each of the Time of Sale Information and the Offering Memorandum, no labor disturbance
by the employees of any of the Partnership Parties exists or, to the knowledge of the Partnership Parties, is imminent, that could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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(mm)      
Compliance with ERISA.  (i) Each “employee benefit plan” (within the meaning of Section 3(3) of
the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Partnership or any member
of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within
the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any
liability (each a “Plan”) has been maintained in compliance with its terms and with the requirements of all
applicable statutes, rules and regulations including ERISA and the Code, excluding any failures that individually or in the
aggregate are not reasonably expected to result in a Material Adverse Effect; (ii) with respect to each Plan subject to Title
IV of ERISA (a) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred
or is reasonably expected to occur, other than events not reasonably expected to result, individually or in the aggregate, in
a Material Adverse Effect, (b) no “accumulated funding deficiency” (within the meaning of Section 302 of
ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (c) the fair
market value of the assets under each Plan subject to Title IV of ERISA does not exceed the present value of all benefits accrued
under such Plan (determined based on those assumptions used to fund such Plan) by an amount reasonably expected to result, individually
or in the aggregate, in a Material Adverse Effect and (d) neither the Partnership or any member of its Controlled Group has
incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums
to the PBGC in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within
the meaning of Section 4001(c)(3) of ERISA); and (iii) each Plan that is intended to be qualified under Section 401(a) of
the Code has received a determination letter (or may rely on an IRS opinion letter) that it is so qualified, or has timely submitted,
or expects to timely submit, an application for such a determination and nothing has occurred, whether by action or by failure
to act, which would cause the loss of such qualification.


 


(nn)         Tax
Returns.  Each of the Partnership Parties has filed all material federal, state, local and foreign income and franchise
tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due thereon
other than those (i) that are being contested in good faith or (ii) that, if not paid, would not, individually or in
the aggregate, have a Material Adverse Effect, and the Partnership Parties do not have any knowledge of any tax deficiencies with
respect to any Partnership Party that could, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


(oo)         Sarbanes-Oxley
Act.  There is and has been no failure on the part of a Partnership Party or any of its directors or officers, in their
capacities as such, to comply in all material respects with the provisions of the Sarbanes-Oxley Act of 2002, as amended, and
the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402
related to loans and Sections 302 and 906 related to certifications.


 


(pp)         Title
to Properties.  The Partnership Parties have good and marketable title to all real property and good title to all personal
property described in each of the Time of Sale Information and the Offering Memorandum as being owned by the Partnership Parties,
free and clear of all Liens (other than those arising under the Credit Agreement and the Existing Indentures) except (i) as
described in each of the Time of Sale Information and the Offering Memorandum or (ii) such as do not materially interfere
with the use of such properties, taken as a whole, by the Partnership Parties; provided that, with respect to any real
property and buildings held under lease by the Partnership Parties, such real property and buildings are held under valid and
subsisting and enforceable leases with such exceptions as do not materially interfere with the use of such properties, taken as
a whole, by the Partnership Parties.


 






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(qq)         Permits. 
The Partnership Parties have such permits, licenses, sub-licenses, patents, franchises, certificates of need and other approvals
or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law
to own their properties and conduct their businesses in the manner described in each of the Time of Sale Information and the Offering
Memorandum, except for any of the foregoing that could not, in the aggregate, reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect; each of the Partnership Parties has fulfilled and performed all of its material obligations
with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or
termination thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the
foregoing that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(rr)           Intellectual
Property.  The Partnership Parties own or possess adequate rights to use all material patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, know-how, software, systems
and technology (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems
or procedures) necessary for the conduct of their respective businesses and have no reason to believe that the conduct of their
respective businesses will conflict with, and have not received any notice of any claim of conflict with, any such rights of others.


 


(ss)         Cybersecurity.
(A) To the knowledge of the Partnership Parties, there has been no material security breach or material attack, unauthorized access
or disclosure, or other compromise of or relating to any of the Partnership Parties’ or their respective subsidiaries’
information technology, computer systems, networks, hardware, software, sensitive data and databases (including the personally
identifiable or confidential data of their respective customers, employees, suppliers, vendors and any third party data maintained,
processed or stored by the Partnership Parties or their respective subsidiaries, and any such data processed or stored by third
parties on behalf of the Partnership Parties and their respective subsidiaries), that are used in connection with their respective
businesses (collectively, “IT Systems and Sensitive Data”) and (B) the Partnership Parties have not been notified
of, and have no knowledge of any event or condition that would be reasonably expected to result in, any material security breach
or material attack, unauthorized access or disclosure, or other compromise to their and their subsidiaries’ respective IT
Systems and Sensitive Data. To the knowledge of the Partnership Parties, the Partnership Parties and their subsidiaries are presently
in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of
any applicable court or arbitrator or any applicable governmental or regulatory authority, internal policies and contractual obligations
applicable to the privacy and security of their IT Systems and Sensitive Data and to the protection of such IT Systems and Data
from unauthorized use, access or modification. The Partnership Parties have implemented and maintained commercially reasonable
controls, policies, procedures and safeguards to maintain and protect the integrity, continuous operation, redundancy and security
of their IT Systems and Sensitive Data as required by applicable laws.


 






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(tt)           Environmental
Compliance.  The Partnership Parties (i) are, and at all times prior hereto were, in compliance with all laws, regulations,
ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without
limitation any international, national, state, provincial, regional, or local authority, relating to the protection of human health
or safety, the environment, or natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying
with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) have
not received notice of any actual or alleged violation of Environmental Laws, or of any potential liability for or other obligation
concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in
the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect or has otherwise already been resolved.  Except
as described in each of the Time of Sale Information and the Offering Memorandum, (A) there are no proceedings that are pending,
or, to the knowledge of the Partnership Parties, known to be contemplated, against any Partnership Parties under Environmental
Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed
no monetary sanctions of $100,000 or more will be imposed, (B) the Partnership Parties are not aware of any issues regarding
non-compliance by the Partnership Parties with Environmental Laws, or liabilities or other obligations under Environmental Laws
or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a
material effect on the capital expenditures, earnings or competitive position of the Partnership Parties taken as a whole, and
(C) the Partnership Parties do not anticipate that the Partnership Parties will be required to incur material capital expenditures
relating to Environmental Laws.


 


(uu)         No
Restrictions on Subsidiaries.  No subsidiary of the Partnership is currently prohibited, directly or indirectly, from
paying any dividends to the Partnership, from making any other distribution on such subsidiary’s equity securities, from
repaying to the Partnership any loans or advances to such subsidiary from the Partnership or from transferring any of such subsidiary’s
property or assets to the Partnership or any other subsidiary of the Partnership, except as described in each of the Time of Sale
Information and the Offering Memorandum (exclusive of any amendment or supplement thereto) and except for any such restrictions
contained in the Credit Agreement and the Existing Indentures.


 


(vv)         No
Unlawful Contributions or Other Payments. No Partnership Party, nor any subsidiary, director or officer of any of the Partnership
Parties, nor, to the knowledge of any of the Partnership Parties, any agent, employee or affiliate of any Partnership Party or
any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation by such
persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the
“FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign
Public Officials in International Business Transactions, or any other applicable anti-corruption or anti-bribery laws, including,
without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of
an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts, or anything
else of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign
political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any other applicable
anti-corruption or anti-bribery laws; and each of the Partnership Parties and their subsidiaries and, to the knowledge of any
of the Partnership Parties, their respective affiliates, have conducted their businesses in compliance with the FCPA and have
instituted and maintain and enforce policies and procedures designed to promote and achieve compliance therewith and with the
representation and warranty contained herein.


 






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(ww)      
No Conflict with Money Laundering Laws. The operations of each of the Partnership Parties and their respective
subsidiaries are and have been conducted at all times in compliance with the applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all
applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued,
administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Partnership
Parties and their respective subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of any of
the Partnership Parties, threatened.


 


(xx)          
No Conflict with OFAC Laws. No Partnership Party, nor any subsidiary, director or officer thereof, nor, to
the knowledge of any of the Partnership Parties, any employee, agent, affiliate or representative of any Partnership Party or
any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person
that is currently subject to, any sanctions administered or enforced by the U.S. Government, including, without limitation, the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or any other applicable sanction
laws or authority (“Sanctions”), nor are any of the Partnership Parties located, organized or resident in a
country or territory that is the subject of Sanctions; and the Partnership will not directly or indirectly use the proceeds of
the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or Person
to (i) fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation,
is subject to any sanctions administered by OFAC or any other applicable sanctions laws or in any country or territory, that,
at the time of such funding or facilitation, is the subject or target of Sanctions or (ii) in any other manner that will result
in a violation of any sanctions administered by OFAC or any other applicable sanctions laws by any Person (including any Person
participating in the offering, whether as underwriter, advisor, investor or otherwise).


 


(yy)        
Market Stabilization.  The Partnership Parties have not taken and will not take, directly or indirectly,
any action designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or
manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Securities.


 


(zz)         
Books and Records.  The Partnership (i) makes and keeps books, records and accounts that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of assets and (ii) maintains systems of internal
accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s
general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements
in conformity with generally accepted accounting principles and to maintain accountability for assets; (C) access to assets
is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 






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(aaa)       
Insurance.  The Partnership Parties maintain insurance covering their properties, operations, personnel
and businesses against such losses and risks as is reasonably adequate to protect them and their businesses as is customary for
companies engaged in similar businesses in similar industries.  None of the Partnership Parties has received notice from
any insurer or agent of such insurer that material capital improvements or other material expenditures will have to be made in
order to continue such insurance; all such insurance is outstanding and duly in force on the date hereof and will be outstanding
and duly in force as of the Closing Date.


 


(bbb)      
Disclosure Controls.  The Partnership has established and maintains disclosure controls and procedures
(as such term is defined in Rule 13a-15(e) under the Exchange Act) that (i) are designed to ensure that material
information relating to the Partnership, including its consolidated subsidiaries, is made known to the General Partner’s
principal executive officer and its principal financial officer by others within those entities; (ii) have been evaluated
for effectiveness and presented in the Partnership’s Annual Report on Form 10-K for the year ended December 31,
2019; and (iii) as of December 31, 2019, are effective in all material respects to perform the functions for which they
were established.


 


(ccc)       
No Significant Deficiency in Internal Control over Financial Reporting.  Since the date of the most
recent balance sheet of the Partnership reviewed by Ernst & Young LLP and the audit committee of the board of directors
of the General Partner, (i) the Partnership has not been advised of (A) any significant deficiencies or material weaknesses
in the design or operation of internal controls over financial reporting or (B) any fraud, whether or not material, that
involves management or other employees who have a significant role in the internal controls over financial reporting of the Partnership,
and (ii) since that date, there has been no significant change in internal controls over financial reporting that has significantly
affected such internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.


 


(ddd)      
Solvency.  On and immediately after the Closing Date, the Partnership Parties, taken as a whole, (after
giving effect to the issuance of the Securities and the Guarantees and the other transactions related thereto as described in
each of the Time of Sale Information and the Offering Memorandum) will be Solvent.  As used in this paragraph, the term “Solvent”
means, with respect to a particular date and entity, that on such date (i) the fair market value (and present fair saleable
value) of the assets of the Partnership Parties, taken as a whole, is not less than the total amount required to pay the liability
of the Partnership Parties, taken as a whole, on their total existing debts and liabilities (including contingent liabilities)
as they become absolute and matured; (ii) the Partnership Parties, taken as a whole, are able to realize upon their assets
and pay their debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal
course of business; (iii) assuming consummation of the issuance of the Securities and the Guarantees as contemplated by this
Agreement, the Time of Sale Information and the Offering Memorandum, the Partnership Parties, taken as a whole, are not incurring
debts or liabilities beyond their ability to pay as such debts and liabilities mature; (iv) the Partnership Parties, taken
as a whole, are not engaged in any business or transaction, and do not propose to engage in any business or transaction, for which
their property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry
in which the Partnership Parties, taken as a whole, are engaged; and (v) the Partnership Parties, taken as a whole, are not
a defendant in any civil action that would result in a judgment that the Partnership Parties, taken as a whole, are or would become
unable to satisfy.


 






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(eee)       
Rule 144A Eligibility.  The Securities are eligible for resale pursuant to Rule 144A and, on
the Closing Date, will not be of the same class as securities listed on a national securities exchange registered under Section 6
of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Memorandum and
the Offering Memorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective
purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under
the Securities Act.


 


(fff)          
No General Solicitation or Directed Selling Efforts.  None of the Partnership Parties or any of their
respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation
is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within
the meaning of Section 4(a)(2) of the Securities Act or (ii) engaged in any directed selling efforts within the
meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the
offering restrictions requirement of Regulation S.


 


(ggg)      
Securities Law Exemptions.  Assuming the accuracy of the representations and warranties of the Initial
Purchasers contained in Section 1(b) (including Annex B hereto) and their compliance with their agreements set
forth therein, it is not necessary, in connection with the issuance and sale of the Securities and the Guarantees to the Initial
Purchasers and the offer, resale and delivery of the Securities and the Guarantees by the Initial Purchasers in the manner contemplated
by this Agreement, each of the Time of Sale Information and the Offering Memorandum, to register the Securities and the Guarantees
under the Securities Act or to qualify the Indenture under the Trust Indenture Act.


 


(hhh)      
No Broker’s Fees.  None of the Partnership Parties is a party to any contract, agreement or understanding
with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Initial Purchaser
for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities.


 


(iii)           
Margin Rules.  Neither the issuance, sale and delivery of the Securities nor the application of the proceeds
thereof by the Partnership as described in each of the Time of Sale Information and the Offering Memorandum will violate Regulation
T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.


 


(jjj)            Regulation
S.  The Partnership Parties and their respective affiliates and all persons acting on their behalf (other than the
Initial Purchasers, as to whom the Partnership Parties make no representation) have complied with and will comply with the
offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United
States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902.  The
Partnership is a “reporting issuer,” as defined in Rule 902 under the Securities Act.


 






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Any certificate signed
by any officer of the Partnership Parties and delivered to the Representative or counsel for the Initial Purchasers in connection
with the offering of the Securities and the Guarantees shall be deemed a representation and warranty by the Partnership Parties,
as to matters covered thereby, to each Initial Purchaser.


 


4.                 
Further Agreements of the Partnership Parties.  Each of the Partnership Parties jointly and severally
covenants and agrees with each of the Initial Purchasers that:


 


(a)              
Preparation of Offering Memorandum; Delivery of Copies.  The Partnership Parties will prepare and deliver,
without charge, to the Initial Purchasers as many copies of the Preliminary Offering Memorandum, any other Time of Sale Information,
any Issuer Written Communication and the Offering Memorandum (including all amendments and supplements thereto) as the Representative
may reasonably request.


 


(b)              
Offering Memorandum, Amendments or Supplements.  Before finalizing the Offering Memorandum or making
or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or filing with the
Commission any document that will be incorporated by reference therein, the Partnership Parties will furnish to the Representative
and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to
be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement
or file any such document with the Commission to which the Representative reasonably objects.


 


(c)              
Additional Written Communications.  Before making, preparing, using, authorizing, approving or referring
to any Issuer Written Communication, the Partnership Parties will furnish to the Representative and counsel for the Initial Purchasers
a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written
communication to which the Representative reasonably objects.


 


(d)              
Notice to the Representative.  The Partnership Parties will advise the Representative promptly, and confirm
such advice in writing, (i) of the issuance by any governmental or regulatory authority of any order preventing or suspending
the use of any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum or the initiation or
threatening of any proceeding for that purpose; (ii) of the occurrence of any event at any time prior to the completion of
the initial offering of the Securities and the Guarantees as a result of which any of the Time of Sale Information, any Issuer
Written Communication or the Offering Memorandum as then amended or supplemented would include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing
when such Time of Sale Information, Issuer Written Communication or the Offering Memorandum is delivered to a purchaser, not
misleading; and (iii) of the receipt by the Partnership Parties of any notice with respect to any suspension of the qualification
of the Securities and the Guarantees for offer and sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose; and the Partnership Parties will use their commercially reasonable efforts to
prevent the issuance of any such order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written
Communication or the Offering Memorandum or suspending any such qualification of the Securities and the Guarantees and, if any
such order is issued, will obtain as soon as possible the withdrawal thereof.


 




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(e)              
Time of Sale Information.  If at any time prior to the Closing Date (i) any event shall occur or
condition shall exist as a result of which any of the Time of Sale Information as then amended or supplemented would include any
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement the Time
of Sale Information to comply with law, the Issuers will immediately notify the Initial Purchasers thereof and forthwith prepare
and, subject to Section 4(b), furnish to the Initial Purchasers such amendments or supplements to the Time of Sale Information
(or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements
in any of the Time of Sale Information as so amended or supplemented (including such documents to be incorporated by reference
therein) will not, in the light of the circumstances under which they were made, be misleading or so that any of the Time of Sale
Information will comply with law.


 


(f)               
Ongoing Compliance of the Offering Memorandum.  If at any time prior to the completion of the initial
offering of the Securities and the Guarantees (i) any event shall occur or condition shall exist as a result of which the
Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum
is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply
with law, the Issuers will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to Section 4(b),
furnish to the Initial Purchasers such amendments or supplements to the Offering Memorandum (or any document to be filed with the
Commission and incorporated by reference therein) as may be necessary so that the statements in the Offering Memorandum as so amended
or supplemented (including such document to be incorporated by reference therein) will not, in the light of the circumstances existing
when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law.


 


(g)              
Blue Sky Compliance.  The Partnership Parties will qualify the Securities and the Guarantees for offer
and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue
such qualifications in effect so long as required for the offering and resale of the Securities and the Guarantees; provided that
in connection therewith none of the Partnership Parties shall be required to (i) qualify as a foreign limited partnership,
limited liability company or corporation or other entity or as a dealer in securities in any such jurisdiction where it would not
otherwise be required to so qualify, (ii) file any general consent to service of process in any jurisdiction or (iii) subject
itself to taxation in any such jurisdiction if it is not otherwise so subject.


 


(h)              
Clear Market.  During the period from the date hereof through and including the date that is 90 days
after the date hereof, each of the Partnership Parties will not, without the prior written consent of the Representative, offer,
sell, contract to sell or otherwise dispose of any debt securities issued or
guaranteed by any of the Partnership Parties and having a term of more than one year.


 




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(i)                
Use of Proceeds.  The Partnership Parties will apply the net proceeds from the sale of the Securities
in the manner described in each of the Time of Sale Information and the Offering Memorandum under the heading “Use of Proceeds.”


 


(j)                
Additional Issuer Information.  Prior to the completion of the placement of the Securities by the Initial
Purchasers with any subsequent purchasers, the Partnership Parties shall file, on a timely basis, with the Commission all reports
and documents required to be filed under Section 13 or 15 of the Exchange Act.  While the Securities remain outstanding
and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, each of the
Partnership Parties will, during any period in which the Partnership is not subject to and in compliance with Section 13 or
15(d) of the Exchange Act, furnish to holders of the Securities and prospective purchasers of the Securities designated by
such holders, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.


 


(k)              
DTC.  The Partnership Parties will assist the Initial Purchasers in arranging for the Securities and
the Guarantees to be eligible for clearance and settlement through DTC.


 


(l)                
No Resales by the Partnership.  The Partnership Parties will not, and will not permit any of their affiliates
(as defined in Rule 144 under the Securities Act) to, resell any of the Securities and the Guarantees that have been acquired
by any of them, except for Securities purchased by the Partnership Parties or any of their affiliates and resold in a transaction
registered under the Securities Act.


 


(m)            
No Integration.  None of the Partnership Parties or any of their affiliates (as defined in Rule 501(b) of
Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect
of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities and the Guarantees
in a manner that would require registration of the Securities and the Guarantees under the Securities Act.


 


(n)              
No General Solicitation or Directed Selling Efforts.  None of the Partnership Parties or any of their
affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given)
will (i) solicit offers for, or offer or sell, the Securities and the Guarantees by means of any form of general solicitation
or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering
within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within
the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.


 


(o)              
No Stabilization.  None of the Partnership Parties will take, directly or indirectly, any action designed
to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.


 


(p)              
Legended Securities.  Each certificate for a Security will bear a legend substantially the same as that
contained in “Transfer Restrictions” in the Preliminary Offering Memorandum for the time period and upon
the other terms stated in the Preliminary Offering Memorandum.


 




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The Representative
may, in its sole discretion, waive in writing the performance by the Partnership Parties of any one or more of the foregoing covenants
or extend the time for their performance.


 


5.                 
Certain Agreements of the Initial Purchasers.  Each Initial Purchaser, severally and not jointly, hereby
represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of,
any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities and the Guarantees
other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) any written communication that contains
either (a) no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) or (b) “issuer
information” that was included (including through incorporation by reference) in the Time of Sale Information or the Offering
Memorandum, (iii) any written communication prepared pursuant to Section 4(c) above (including any electronic road
show), (iv) any written communication prepared by such Initial Purchaser and approved by the Partnership in advance in writing
or (v) any written communication relating to or that contains the preliminary or final terms of the Securities and the Guarantees
or their offering and/or other information that was included (including through incorporation by reference) in the Time of Sale
Information or the Offering Memorandum.


 


6.                 
Conditions of Initial Purchasers’ Obligations.  The obligation of each Initial Purchaser to purchase
Securities on the Closing Date as provided herein is subject to the performance by each of the Partnership Parties of their respective
covenants and other obligations hereunder and to the following additional conditions:


 


(a)              
Representations and Warranties.  The representations and warranties of the Partnership Parties contained
herein shall be true and correct on the date hereof and on and as of the Closing Date as though then made; and the statements of
the Partnership Parties and their respective officers made in any certificates delivered pursuant to this Agreement shall be true
and correct on and as of the Closing Date.


 


(b)              
No Downgrade.  Subsequent to the earlier of (A) the Time of Sale and (B) the execution and
delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt
securities or preferred stock issued or guaranteed by any of the Partnership Parties by any “nationally recognized statistical
rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act;
and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook
with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by any of
the Partnership Parties (other than an announcement with positive implications of a possible upgrading).


 


(c)               No
Material Adverse Change.  Subsequent to the execution and delivery of this Agreement, no event or condition of a
type described in Section 3(ee) hereof shall have occurred or shall exist, which event or condition is not described in
each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Offering Memorandum (excluding any amendment or supplement
thereto) the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering,
sale or delivery of the Securities and the Guarantees on the terms and in the manner contemplated by this Agreement, the Time of
Sale Information and the Offering Memorandum.


 




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(d)              
Officer’s Certificate.  The Representative shall have received on and as of the Closing Date a
certificate of an executive officer of each of the Partnership Parties who has specific knowledge of such Partnership Party’s
financial matters and is satisfactory to the Representative (i) confirming that such officer has carefully reviewed each of
the Time of Sale Information and the Offering Memorandum and, to the knowledge of such officer, the representations set forth in
Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties
of the Partnership Parties in this Agreement are true and correct and that the Partnership Parties have complied with all agreements
and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date, and (iii) to
the effect set forth in Sections 6(b) and 6(c).


 


(e)              
Comfort Letters.  On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall
have furnished to the Representative, at the request of the Partnership, letters, dated the respective dates of delivery thereof
and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements
and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect
to the financial statements and certain financial information included or incorporated by reference in each of the Time of Sale
Information and the Offering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off”
date no more than three business days prior to the Closing Date.


 


(f)               
Opinion of Counsel for the Issuers.  On the Closing Date, each of Vinson & Elkins L.L.P., counsel
for the Issuers, Edward Faneuil, General Counsel for the General Partner, Schwabe, Williamson & Wyatt, local counsel in
Oregon, and Bennett Jones LLP, local counsel in Alberta, Canada, shall have furnished to you their respective written opinion and,
with respect to Vinson & Elkins L.L.P. and Edward Faneuil, negative assurance statement, dated as of the Closing Date, in form
and substance satisfactory to you, substantially to the effect set forth on Annexes D, E, F and G to
this Agreement, respectively.


 


(g)              
Opinion of Counsel for the Initial Purchasers. On the Closing Date, Baker Botts L.L.P., counsel for the Initial
Purchasers, shall have furnished to you such written opinion or opinions and negative assurance statement, dated as of the Closing
Date, with respect to the issuance and sale of the Securities and the Guarantees and other related matters as the Representative
may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable
them to pass upon such matters.


 


(h)              
No Legal Impediment to Issuance.  No action shall have been taken and no statute, rule, regulation or
order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would,
as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no injunction or
order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or
sale of the Securities or the issuance of the Guarantees.


 




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(i)                
 Good Standing.  The Representative shall have received on the Closing Date satisfactory evidence of
the good standing of the Partnership Parties in their respective jurisdictions of organization and their good standing in such
other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication,
from the appropriate governmental authorities of such jurisdictions dated as of a recent date.


 


(j)                
Indenture; Registration Rights Agreement.  The Initial Purchasers shall have received a counterpart of
each of the Indenture and Registration Rights Agreement, in each case, that shall have been executed and delivered by a duly authorized
officer of each of the Partnership Parties.


 


(k)              
DTC.  The Securities shall be eligible for clearance and settlement through DTC.


 


(l)                Additional
Documents.  On or prior to the Closing Date, the Partnership Parties shall have furnished to the Representative such
further certificates and documents as the Representative may reasonably request.


 


All opinions, letters,
certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions
hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.  If any condition
specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the
Representative by notice to the Partnership at any time on or prior to the Closing Date, which termination shall be without liability
on the part of any party to any other party, except that Sections 7 and 10 hereof shall at all times be effective and shall
survive such termination.


 


7.                 
Indemnification and Contribution.


 


(a)              
Indemnification of the Initial Purchasers.  The Partnership Parties jointly and severally agree to indemnify
and hold harmless each Initial Purchaser, its affiliates who have, or who are alleged to have, participated in the distribution
of the Securities, directors and officers and each person, if any, who controls such Initial Purchaser 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, any untrue statement
or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale
Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) 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 furnished to the Partnership in writing by such Initial Purchaser through
the Representative expressly for use therein.


 




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(b)              
 Indemnification of the Partnership.  Each Initial Purchaser agrees, severally and not jointly, to indemnify
and hold harmless each of the Partnership Parties, the directors and officers of each of the Partnership Parties, as the case may
be, and each person, if any, who controls the Partnership Parties 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 Initial Purchaser furnished
to the Partnership in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering
Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment
or supplement thereto), it being understood and agreed that the only such written information consists of the following information
in the Preliminary Offering Memorandum and the Offering Memorandum: the third sentence of the seventh paragraph and the tenth paragraph
under the caption “Plan of Distribution.”


 


(c)              
Notice and Procedures.  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 (who shall not, without the consent
of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to
indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of 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 for any Initial Purchaser, its affiliates who have, or who are alleged to have, participated in the distribution
of the Securities, directors and officers and any control persons of such Initial Purchaser shall be designated in writing
by the Representative and any such separate firm for the Partnership Parties, their directors and officers and any control persons
of the Partnership Parties shall be designated in writing by the Partnership.  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. 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 (x) 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 (y) 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.


 




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(d)              
Contribution.  If the indemnification provided for in paragraph (a) or (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 Partnership Parties on the one hand and the Initial Purchasers
on the other from the offering of the Securities and the Guarantees 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 Partnership Parties on the one hand and the Initial Purchasers 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 benefits received by the Partnership Parties on the one hand and the Initial
Purchasers on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses)
received by the Issuers from the sale of the Securities and the Guarantees and the total discounts and commissions received by
the Initial Purchasers in connection therewith, as provided in this Agreement, bear to the aggregate offering price of the Securities
and the Guarantees.  The relative fault of the Partnership Parties on the one hand and the Initial Purchasers 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 or any Guarantor or by the
Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 


(e)               Limitation
on Liability.  The Partnership Parties and the Initial Purchasers agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Initial
Purchasers 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 7, in no event shall an
Initial Purchaser be required to contribute any amount in excess
of the amount by which the total discounts and commissions received by such Initial Purchaser with respect to the offering of the
Securities and the Guarantees exceeds the amount of any damages that such Initial Purchaser 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 Initial Purchasers’ obligations to contribute pursuant to this
Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.


 




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(f)               
Non-Exclusive Remedies.  The remedies provided for in this Section 7 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.


 


8.                 
Termination.  This Agreement may be terminated in the absolute discretion of the Representative, by notice
to the Issuers, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally
shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading
of any securities issued or guaranteed by the Issuers or any of the Guarantors shall have been suspended on any exchange or in
any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal
or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative,
is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities
and the Guarantees on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering
Memorandum.


 


9.                 
Defaulting Initial Purchaser.


 


(a)              
If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities and the Guarantees
that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase
of such Securities by other persons satisfactory to the Issuers on the terms contained in this Agreement.  If, within 36 hours
after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such
Securities, then the Issuers shall be entitled to a further period of 36 hours within which to procure other persons satisfactory
to the non-defaulting Initial Purchasers to purchase such Securities on such terms.  If other persons become obligated or
agree to purchase the Securities and the Guarantees of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers
or the Issuers may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion
of counsel for the Issuers or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering
Memorandum or in any other document or arrangement, and the Issuers agree to promptly prepare any amendment or supplement to the
Time of Sale Information or the Offering Memorandum that effects any such changes.  As used in this Agreement, the term “Initial
Purchaser” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule
1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase.


 




     29


     


    

 


(b)              
 If, after giving effect to any arrangements for the purchase of the Securities and the Guarantees of a defaulting
Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Issuers as provided in paragraph (a) above,
the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal
amount of all the Securities, then the Issuers shall have the right to require each non-defaulting Initial Purchaser to purchase
the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s
pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder)
of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made.


 


(c)              
If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser
or Initial Purchasers by the non-defaulting Initial Purchasers and the Issuers as provided in paragraph (a) above, the aggregate
principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the
Securities, or if the Issuers shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate
without liability on the part of the non-defaulting Initial Purchasers.  Any termination of this Agreement pursuant to this
Section 9 shall be without liability on the part of the Partnership Parties, except that the Partnership Parties will continue
to be liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 7
hereof shall not terminate and shall remain in effect.


 


(d)              
Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Partnership
Parties or any non-defaulting Initial Purchaser for damages caused by its default.


 


10.             
Payment of Expenses. 


 


(a)              
Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the
Partnership Parties jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of
their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance,
sale, preparation and delivery of the Securities and the Guarantees and any taxes payable in that connection; (ii) the costs
incident to the preparation and printing of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer
Written Communication and the Offering Memorandum (including any amendment or supplement thereto) and the distribution thereof
(including any form of electronic distribution); (iii) the costs of reproducing and distributing each of the Transaction Documents;
(iv) the fees and expenses of the Partnership Parties’ counsel and independent accountants; (v) the fees and expenses
incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities
under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue
Sky Memorandum (including the related fees and expenses of counsel for the Initial Purchasers); (vi) any fees charged
by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related
fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the
approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Partnership Parties
in connection with any “road show” presentation to potential investors.


 




     30


     


    




 


(b)              
If (i) this Agreement is terminated pursuant to clause (ii) of Section 8, (ii) the Issuers for
any reason fail to tender the Securities for delivery to the Initial Purchasers or (iii) the Initial Purchasers decline to
purchase the Securities for any reason permitted under this Agreement, the Partnership Parties jointly and severally agree to reimburse
the Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred
by the Initial Purchasers in connection with this Agreement and the offering contemplated hereby.


 


11.             
Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and officers and directors and any controlling persons referred to herein,
and the affiliates of each Initial Purchaser referred to in Section 7 hereof.  Nothing in this Agreement is intended
or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.  No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor
merely by reason of such purchase.


 


12.             
Survival.  The respective indemnities, rights of contribution, representations, warranties and agreements
of the Partnership Parties and the Initial Purchasers contained in this Agreement or made by or on behalf of the Partnership Parties
or the Initial Purchasers pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of
and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any
investigation made by or on behalf of the Partnership Parties or the Initial Purchasers.


 


13.             
Certain Defined Terms.  For purposes of this Agreement, (a) except where otherwise expressly provided,
the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business
day” means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the
term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; and (d) the term
“written communication” has the meaning set forth in Rule 405 under the Securities Act.


 


14.             
Miscellaneous.


 


(a)              
Authority of the Representative.  Any action by the Initial Purchasers hereunder may be taken by the
Representative on behalf of the Initial Purchasers, and any such action taken by the Representative shall be binding upon the Initial
Purchasers.


 


(b)              
Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted and confirmed by any standard form of telecommunication.  Notices to the Initial
Purchasers shall be given to the Representative c/o BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention:
High Yield Legal Department, Facsimile: (212) 901-7897.  Notices to the Partnership Parties shall be given to them c/o Global
Partners LP, P.O. Box 9161, 800 South Street, Waltham, Massachusetts 02454-9161, Attention:  Edward Faneuil (fax: (781)
398-9211).


 




     31


     


    

 


(c)              
 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.


 


(d)              
Submission to Jurisdiction.  The Partnership Parties hereby submit to the exclusive jurisdiction of the
U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby.  The Partnership Parties waive any objection which
they may now or hereafter have to the laying of venue of any such suit or proceeding in such courts.  Each of the Partnership
Parties agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding
upon the Partnership Parties and may be enforced in any court to the jurisdiction of which the Partnership Parties are subject
by a suit upon such judgment.


 


(e)              
Waiver of Jury Trial.  Each of the parties hereto hereby waives any right to trial by jury in any suit
or proceeding arising out of or relating to this Agreement.


 


(f)               
Counterparts.  This Agreement may be signed in counterparts (which may include counterparts delivered
by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and
the same instrument. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall
be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of
the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by
electronic means.


 


(g)              
Amendments or Waivers.  No amendment or waiver of any provision of this Agreement, nor any consent or
approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties
hereto.


 


(h)              
Headings.  The headings herein are included for convenience of reference only and are not intended to
be part of, or to affect the meaning or interpretation of, this Agreement.


 


(i)                
Compliance with USA Patriot Act.  In accordance with the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information
that identifies their respective clients, including the Partnership, which information may include the name and address of their
respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients.


 


(j)                
Recognition of the U.S. Special Resolution Regimes.


 


(i)                
In the event that any Initial Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this
Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime
if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United
States.


 




     32


     


    




 


(ii)             
In the event that any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised
against such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under
the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.


 


For purposes of this Section
14(j), a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted
in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the
regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations
promulgated thereunder.


 


If the foregoing is
in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.


 


[Signature pages follow]


 




     33


     


    

  


	 	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





 


[Signature Page to Purchase Agreement]


  




    


     


    

 


	 	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









 


[Signature Page to Purchase Agreement]


 




    


     


    

  


	 	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 Purchase 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 Purchase Agreement]


  




    


     


    

 


SCHEDULE 1


  


	Initial Purchaser	 	Principal

 Amount	 
	BofA Securities, Inc.	 	$	87,500,000	 
	J.P. Morgan Securities LLC	 	 	39,375,000	 
	Wells Fargo Securities, LLC	 	 	39,375,000	 
	BNP Paribas Securities Corp.	 	 	28,000,000	 
	Citizens Capital Markets, Inc.	 	 	28,000,000	 
	MUFG Securities Americas Inc.	 	 	28,000,000	 
	SG Americas Securities, LLC	 	 	28,000,000	 
	BMO Capital Markets Corp.	 	 	17,500,000	 
	TD Securities (USA) LLC	 	 	17,500,000	 
	Credit Agricole Securities (USA) Inc.	 	 	8,750,000	 
	Rabo Securities USA, Inc.	 	 	8,750,000	 
	Santander Investment Securities Inc.	 	 	8,750,000	 
	Capital One Securities, Inc.	 	 	5,250,000	 
	Regions Securities LLC	 	 	5,250,000	 
	Total	 	$	350,000,000	 



 




     1


     


    

 


SCHEDULE 2


 


Richard Slifka


The Alfred A. Slifka 1990 Trust Under Article II-A


Trusts for the benefit of certain family members of Alfred Slifka
and Richard Slifka


Larea Holdings LLC, a Delaware limited liability company


Larea Holdings II LLC, a Delaware limited liability company


 




     1


     


    

 


ANNEX A


 


GLOBAL PARTNERS LP

GLP FINANCE CORP.


 


Pricing Term Sheet


 


This summary pricing supplement relates
only to the securities described below and should only be read together with the Preliminary Offering Memorandum, dated September
23, 2020, relating to these securities and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent
with the information in the Preliminary Offering Memorandum. This summary pricing supplement is qualified in its entirety by reference
to the Preliminary Offering Memorandum. Capitalized terms used but not defined herein have the meanings assigned to them in the
Preliminary Offering Memorandum.


 


	Issuer:	 	Global Partners LP and GLP Finance Corp.
	 	 	 
	Security description:	 	6.875% Senior Notes due 2029
	 	 	 
	Distribution:	 	144A and Regulation S with Registration Rights
	 	 	 
	Size:	 	$350,000,000
	 	 	 
	Gross proceeds:	 	$350,000,000
	 	 	 
	Maturity:	 	January 15, 2029
	 	 	 
	Coupon:	 	6.875%
	 	 	 
	Price:	 	100% of face amount, plus accrued interest, if any, from October 7, 2020.
	 	 	 
	Yield to maturity:	 	6.875%
	 	 	 
	Interest Payment Dates:	 	January 15 and July 15, commencing July 15, 2021
	 	 	 
	Equity Clawback:	 	Prior to October 15, 2023, up to 35% at 106.875%
	 	 	 
	Optional redemption:	 	Make-whole call at T+50 prior to January 15, 2024 then:
	 	 	 
	 	 	On or after January 15 of

each of the years

indicated below:	 	Price:	 
	 	 	2024	 	103.438	%
	 	 	2025	 	102.292	%
	 	 	2026	 	101.146	%
	 	 	2027 and thereafter	 	100.000	%



 



    A- 1


     


    





 


	Change of control:	 	101% of principal plus accrued and unpaid interest
	 	 	 
	Trade date:	 	September 23, 2020
	 	 	 
	Settlement:	 	
        T+10; October 7, 2020

        It is expected that delivery of the notes will be made against
        payment therefor on or about October 7, 2020, which is the tenth business day following the date hereof (such settlement cycle
        being referred to as “T+10”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are
        required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers
        who wish to trade the notes on any date prior to the second business day before delivery will be required, by virtue of the fact
        that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent
        a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult
        their own advisors.

	 	 	 
	CUSIP/ISIN:	 	
        144A Note:

        CUSIP: 37954F AH7

        ISIN: US37954FAH73

         

        Regulation S Note:

        CUSIP: U3164V AE4

        ISIN: USU3164VAE49

	 	 	 
	Denominations/Multiple:	 	2,000 x 1,000
	 	 	 
	Joint Book-runners:	 	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

	 	 	 
	Co-Managers:	 	
        Credit Agricole Securities (USA) Inc.

        Rabo Securities USA, Inc.

        Santander Investment Securities Inc.

        Capital One Securities, Inc.

        Regions Securities LLC






 






    	 	A-2	 



     


    

 


This material is confidential and is
for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete
description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description.


 


This communication is being distributed
solely to Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside
the United States solely to investors that are not U.S. persons (as defined under Regulation S).


 


This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction.


 


Any disclaimer or other notice that may
appear below is not applicable to this communication and should be disregarded.  Such disclaimer or notice was automatically
generated as a result of this communication being sent by Bloomberg or another email system.


 






    	 	A-3	 



     


    

 





ANNEX B


 


Restrictions on Offers and Sales Outside
the United States


 


In connection with
offers and sales of Securities outside the United States:


 


(a)          Each
Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in
transactions not subject to, the registration requirements of the Securities Act.


 


(b)          Each
Initial Purchaser, severally and not jointly, represents, warrants and agrees that:


 


(i)           Such
Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution
at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the
Closing Date, only in accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A
or any other available exemption from registration under the Securities Act.


 


(ii)          None
of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage
in any directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the offering
restrictions requirement of Regulation S.


 


(iii)         At
or prior to the confirmation of any sale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent
to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchases Securities
from it during the distribution compliance period a confirmation or notice to substantially the following effect:


 


“The Securities covered
hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not
be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution
at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the
date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption
from registration under the Securities Act.  Terms used above have the meanings given to them by Regulation S.”


 


(iv)         Such
Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution
of the Securities, except with its affiliates or with the prior written consent of the Partnership.


 


Terms used in paragraph (a) and this
paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.


 






    	 	B-1	 



     


    







 


(c)          Each
Initial Purchaser acknowledges that no action has been or will be taken by the Issuers that would permit a public offering of the
Securities, or possession or distribution of any of the Time of Sale Information, the Offering Memorandum, any Issuer Written Communication
or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose
is required.


 






    	 	B-2	 



     


    







 


ANNEX C


 


Foreign Qualifications


 


Global Partners LP


Massachusetts


 


Global GP LLC


Connecticut


Florida


Georgia


Indiana


Iowa


Maine


Maryland


Massachusetts


Montana


New Hampshire


New Jersey


New York


North Carolina


North Dakota


Oregon


Pennsylvania


Rhode Island


Texas


Vermont


Virginia


 


GLP Finance Corp.


Massachusetts


 


Global Operating LLC


Massachusetts


 


Global Companies LLC


Alabama


Arizona


Arkansas


California


Colorado


Connecticut


District of Columbia


Florida


Georgia


Illinois


Indiana


 






    	 	C-1	 



     


    







 


Iowa


Kansas


Kentucky


Louisiana


Maine


Maryland


Massachusetts


Michigan


Minnesota


Mississippi


Missouri


Montana


Nebraska


Nevada


New Hampshire


New Jersey


New Mexico


New York


North Carolina


North Dakota


Ohio


Oklahoma


Oregon


Pennsylvania


Rhode Island


South Carolina


South Dakota


Tennessee


Texas


Vermont


Virginia


Washington


West Virginia


Wisconsin


Wyoming


Canada – Alberta


 


Global Montello Group Corp.


Alabama


Arizona


Arkansas


California


Connecticut


Florida


Georgia


Indiana


 






    	 	C-2	 



     


    







 


Iowa


Kansas


Kentucky


Louisiana


Maine


Maryland


Massachusetts


Michigan


Minnesota


Mississippi


Nebraska


Nevada


New Hampshire


New Jersey


New York


North Carolina


North Dakota


Ohio


Oklahoma


Oregon


Pennsylvania


Rhode Island


South Carolina


Tennessee


Texas


Vermont


Virginia


West Virginia


Canada - Alberta






Global Energy Marketing LLC


Maryland


New Jersey


New York


Pennsylvania


 


Chelsea Sandwich LLC


Connecticut


Maine


Massachusetts


New York


Pennsylvania


Vermont


 


Glen Hes Corp.


Massachusetts


 






    	 	C-3	 



     


    







 


Alliance Energy LLC


Connecticut


Delaware


Maine


Maryland


Michigan


New Hampshire


New Jersey


New York


Ohio


Pennsylvania


Rhode Island


Vermont


Virginia


 


Bursaw Oil LLC


New Hampshire


 


Cascade Kelly Holdings LLC


None


 


Global Partners Energy Canada ULC


Canada - British Columbia


Canada - Ontario


Canada - Manitoba


Canada - Saskatchewan


 


Warren Equities


Connecticut

Massachusetts


New Jersey


New York


Rhode Island


 


Warex Terminals Corporation


Connecticut


Delaware


Maryland


Massachusetts


New Jersey


Pennsylvania


Rhode Island


Virginia


 






    	 	C-4	 



     


    

 


Drake Petroleum Company, Inc.





Connecticut


Delaware


Maine


Maryland


New Hampshire


New Jersey


New York


Pennsylvania


Rhode Island


Vermont


Virginia


 


Puritan Oil Company, Inc.


None


 


Maryland Oil Company


Maryland


Massachusetts


 






    	 	C-5	 



     


    







 


ANNEX D


 


FORM OF OPINION OF VINSON &
ELKINS L.L.P.


 


(a)       The
Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act with
full partnership power and authority to own or lease its properties and to conduct its business in all material respects as described
in the Time of Sale Information and the Offering Memorandum.


 


(b)       Each
of the General Partner, Global Operating, Global Companies and Chelsea Sandwich has been duly formed and is validly existing in
good standing as a limited liability company under the Delaware LLC Act with full limited liability company power and authority
to own or lease its properties and to conduct its business in all material respects as described in the Time of Sale Information
and the Offering Memorandum and, in the case of the General Partner, to act as general partner of the Partnership.


 


(c)       Each
of GLP Finance, Global Montello and Glen Hes has been duly incorporated and is validly existing in good standing as a corporation
under the DGCL with full corporate power and authority to own or lease its properties and to conduct its business in all material
respects as described in the Time of Sale Information and the Offering Memorandum.


 


(d)       Warex
is validly existing in good standing as a corporation under the New York Business Corporation Law with full corporate power and
authority to own or lease its properties and to conduct its business in all material respects as described in the Time of Sale
Information and the Offering Memorandum.


 


(e)       The
General Partner is the sole general partner of the Partnership with a 0.67% general partner interest in the Partnership; such general
partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner
owns such general partner interest free and clear of all Liens (i) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming the General Partner as a debtor is on file as of a recent date in the office of
the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation,
other than those created by or arising under the Delaware LP Act or pursuant to the Credit Agreement or the Existing Indentures.


 


(f)       The
Partnership owns 100% of the capital stock of GLP Finance; such capital stock has been duly authorized and validly issued in accordance
with the GLP Finance Charter Documents and is fully paid and nonassessable; and the Partnership owns such capital stock free and
clear of all Liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware
naming the Partnership as a debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware
or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the
DGCL or pursuant to the Credit Agreement or the Existing Indentures.


 






    	 	D-1	 



     


    

 


(g)         The
Partnership owns a 100% membership interest in Global Operating; such membership interest has been duly authorized and
validly issued in accordance with the Global Operating LLC Agreement and is fully paid (to the extent required under the
Global Operating LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and
18-804 of the Delaware LLC Act); and the Partnership owns such membership interest free and clear of all Liens (i) in
respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Partnership as a
debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise
known to such counsel, without independent investigation, other than those created by or arising under the Delaware LLC Act
or pursuant to the Credit Agreement or the Existing Indentures.


 


(h)         Global
Operating owns a 100% membership interest in each of Global Companies and Chelsea Sandwich and 100% of the capital stock of Global
Montello; and Global Companies owns 100% of the capital stock in Glen Hes. Such membership interests have been duly authorized
and validly issued in accordance with the respective Operating Subsidiary LLC Agreements and are fully paid (to the extent required
under the applicable Operating Subsidiary LLC Agreement) and nonassessable (except as such nonassessability may be affected by
Sections 18-607 and 18-804 of the Delaware LLC Act); and Global Operating owns such membership interest free and clear of all Liens
(i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Global Operating
as a debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise
known to such counsel, without independent investigation, other than those created by or arising under the Delaware LLC Act or
pursuant to the Credit Agreement or the Existing Indentures.  In the case of such Operating Subsidiaries that are corporations,
such capital stock has been duly authorized and validly issued in accordance with the DGCL, and is fully paid and nonassessable;
and Global Operating or Global Companies, as the case may be, owns such capital stock free and clear of all Liens (i) in respect
of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Global Operating or Global Companies,
as applicable, as a debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise
known to such counsel, without independent investigation, other than those created by or arising under the DGCL or pursuant to
the Credit Agreement or the Existing Indentures.


 


(i)


 


(i)           The
Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding
agreement of the General Partner, enforceable against the General Partner in accordance with its terms;


 


(ii)          The
Global Operating LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding
agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and


 


(iii)         The
Operating Subsidiary LLC Agreement of each of Global Companies and Chelsea Sandwich has been duly authorized, executed and delivered
by Global Operating and each is a valid and legally binding agreement of Global Operating, enforceable against Global Operating
in accordance with its terms;


 


provided that, with respect to each
such agreement, the enforceability thereof may be limited by the Enforceability Exceptions and public policy, applicable law relating
to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.


 






    	 	D-2	 



     


    







 


(j)          Each
of the Issuers and each of Global Operating, Global Companies, Global Montello, Chelsea Sandwich, Glen Hes, Global Marketing (the
“Delaware Guarantors”) and Warex (together with the Delaware Guarantors, the “Covered Guarantors,” and
the Guarantors other than the Covered Guarantors, the “Other Guarantors”) has all requisite partnership, limited liability
company or corporate power and authority, as the case may be, to execute and deliver the Transaction Documents to which it is a
party and to perform its respective obligations thereunder, as the case may be.


 


(k)        The
purchase agreement has been duly authorized, executed and delivered by each of the Issuers, the General Partner and each of the
Covered Guarantors.


 


(l)         The
Registration Rights Agreement has been duly authorized, executed and delivered by the Issuers and each of the Covered Guarantors
and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and legally binding agreement
of each of the Issuers and each of the Guarantors enforceable against each of the Issuers and each of the Guarantors in accordance
with its terms, subject to the Enforceability Exceptions and public policy, applicable law relating to fiduciary duties and indemnification
and contribution and an implied covenant of good faith and fair dealing.


 


(m)       The
Indenture has been duly authorized, executed and delivered by each of the Issuers and each of the Covered Guarantors and, assuming
due authorization, execution and delivery thereof by the Trustee and the Other Guarantors, constitutes a valid and legally binding
agreement of each of the Issuers and each of the Guarantors enforceable against each of the Issuers and each of the Guarantors
in accordance with its terms, subject to the Enforceability Exceptions and public policy, applicable law relating to fiduciary
duties and indemnification and contribution and an implied covenant of good faith and fair dealing.  The Indenture conforms
in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission
applicable to an indenture that is qualified thereunder.


 


(n)        The
Securities have been duly authorized, executed and delivered by each of the Issuers and, assuming due authentication as provided
in the Indenture, when delivered to and paid for by the Initial Purchasers as provided in the purchase agreement, will constitute
valid and legally binding obligations of each of the Issuers enforceable against the Issuers in accordance with their terms, subject
to the Enforceability Exceptions and public policy, applicable law relating to fiduciary duties and indemnification and contribution
and an implied covenant of good faith and fair dealing, and will be entitled to the benefits of the Indenture.


 


(o)        The
Guarantees have been duly authorized by each of the Covered Guarantors and, assuming the Guarantees have been duly authorized by
each of the Other Guarantors, when each global certificate representing the Securities has been duly executed, authenticated, issued
and delivered as provided in the Indenture and delivered to and paid for by the Initial Purchasers as provided in the purchase
agreement, the Guarantees will be valid and legally binding obligations of each of the Guarantors, enforceable against each of
the Guarantors in accordance with their terms, subject to the Enforceability Exceptions and public policy, applicable law relating
to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing, and will be entitled
to the benefits of the Indenture.


 






    	 	D-3	 



     


    







 


(p)       The
Exchange Securities (including the related Guarantees) have been duly authorized by each of the Issuers and each of the Covered
Guarantors, as applicable, and, assuming the Guarantees have been duly authorized by each of the Other Guarantors, when duly executed,
authenticated, issued and delivered in accordance with the provisions of the Indenture and the Registration Rights Agreement, will
constitute valid and legally binding obligations of each of the Issuers, as issuer, and each of the Guarantors, as guarantor, enforceable
against each of the Issuers and each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions,
and will be entitled to the benefits of the Indenture.


 


(q)       None
of the issuance and sale of the Securities and the Guarantees, the execution, delivery and performance by the Partnership Parties
of each Transaction Document to which each is a party, or the consummation by the Partnership Parties of the transactions contemplated
by the Transaction Documents (i) conflicts or will conflict with or constitutes or will constitute a violation of the Organizational
Documents of the Issuers or the Covered Guarantors, (ii) constitutes or will constitute a breach or violation of, or a default
(or an event which, with notice or lapse of time or both, would constitute such a default) under, or create a Lien upon any property
or asset of any of the Partnership Parties pursuant to the Credit Agreement or the Existing Indentures, or (iii) violates
or will violate (A) with respect to the Delaware Guarantors, the Delaware LP Act, the Delaware LLC Act, the DGCL, (B) with respect
to Warex, the New York Business Corporations Law, or (C) federal or New York state law, which breaches, violations, Liens or defaults
in the case of clauses (ii) and (iii) above, would reasonably be expected to, individually or in the aggregate, have
a Material Adverse Effect; provided, however that no opinion is expressed pursuant to this paragraph with respect to securities
and other anti-fraud statutes, rules or regulations.


 


(r)        No
permit, consent, approval, authorization, order, registration, filing or qualification (“consent”) of or with any U.S.
Federal or Delaware or New York court or governmental agency or body under the Delaware LP Act, the Delaware LLC Act, the DGCL
or U.S. federal or New York state law is required for the issuance and sale of the Securities and the Guarantees, the execution,
delivery and performance of each of the Transaction Documents by the Partnership Parties to which each is a party, or the consummation
by the Partnership Parties of the transactions contemplated by the Transaction Documents, except for such consents as may be required
under the Securities Act, the Exchange Act, the Rules and Regulations and state securities or “Blue Sky” laws and applicable
rules and regulations under such laws.


 


(s)       The
statements in each of the Time of Sale Information and the Offering Memorandum under the caption “Description of Notes,”
to the extent they constitute a description of the terms of the Securities, the Guarantees, the Registration Rights Agreement,
the Indenture, and under the captions “Description of Other Indebtedness” and “Certain United States Federal
Income Tax Consequences,” to the extent that they constitute descriptions of matters of law or agreements referred to therein,
are accurate in all material respects.


 


(t)        None
of the Partnership Parties is, and after giving effect to the offering and sale of the Securities and the application of the proceeds
thereof as described in each of the Time of Sale Information and the Offering Memorandum, none of them will be, an “investment
company” within the meaning of the Investment Company Act.


 






    	 	D-4	 



     


    







 


(u)       Assuming
the accuracy of the representations and warranties of the Initial Purchasers, the Issuers and the Guarantors contained in the purchase
agreement and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and
sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers
in the manner contemplated by the purchase agreement, the Time of Sale Information, the Offering Memorandum and the Indenture,
to register the offer and sale of Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act,
it being understood that such counsel need not express any opinion as to any subsequent resale of any Securities.


 


In rendering such opinion,
such counsel may (A) rely, without independent investigation or verification, with respect to matters of fact upon certificates
of officers and employees of the Partnership Parties, upon information obtained from public officials and from officers, employees
and representatives of the Partnership Parties and upon the representations of the Partnership Parties set forth in the purchase
agreement, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform
to the originals thereof, and that the signatures on all documents examined by them are genuine, (C) assume that each certificate
from governmental officials reviewed by them is accurate, complete and authentic, (D) state that their opinion is limited to federal
laws, the Delaware LP Act, the Delaware LLC Act, the DGCL and the laws of the State of New York, (E) with respect to the opinions
expressed in paragraphs (a), (b), (c) and (d) above as to the valid existence and good standing as a corporation, limited partnership
or limited liability company, as the case may be, of the Partnership Parties, state that such opinions are based upon certificates
or oral assurances of existence and good standing provided by the Secretary of State of the State of Delaware, (F) with respect
to the opinions expressed in clauses (i) of paragraphs (e), (f), (g) and (h) above, respectively, such counsel relied solely on
reports, dated as of recent dates, purporting to describe all financing statements on file as of the dates specified therein in
the office of the Secretary of the State of Delaware naming the one or more of the Partnership Parties, as debtors, (G) state that
they express no opinion with respect to state or local taxes or tax statutes to which any of the limited partners of the Partnership
or equity holders of any of the Partnership Parties may be subject, and (H) state that they express no opinion as to the validity,
legality, binding effect or enforceability of any provision of the Indenture and Registration Rights Agreement that requires or
relates to the payment of interest at a rate or in an amount which a court would determine in the circumstances or under applicable
law to be commercially unreasonable or a penalty or a forfeiture.


 






    	 	D-5	 



     


    

 


In addition, such counsel
shall state that they have participated in conferences with officers and other representatives of the Partnership Parties, representatives
of the independent registered public accounting firm of the Partnership, and representatives of the Initial Purchasers, at which
the contents of the Time of Sale Information and the Offering Memorandum and related matters were discussed, and although such
counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Time of Sale Information and the Offering Memorandum (except to the extent specified
in paragraph (s) above), on the basis of the foregoing, nothing has come to the attention of such counsel that causes it to believe
that:


 





(i)       the
Time of Sale Information, as of the Time of Sale, contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
or


 


(ii)      the
Offering Memorandum, as of its date or as of the Closing Date, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;


 


it being understood that such counsel need not express any statement
or belief with respect to (i) the financial statements included or incorporated by reference therein, including the notes and schedules
thereto and the independent public accounting firm’s report thereon, or (ii) the other financial data and statistical data
derived from financial data included or incorporated by reference therein.


 






    	 	D-6	 



     


    







 


ANNEX E


 


FORM OF OPINION OF EDWARD FANEUIL


 


(a)       The
Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of
the jurisdictions set forth on Annex C to the purchase agreement.


 


(b)       Each
of the General Partner, Global Operating, Global Companies, Chelsea Sandwich, Alliance, Global Marketing and Bursaw Oil is duly
registered or qualified as a foreign limited liability company for the transaction of business under the laws of the jurisdictions
set forth on Annex C to the purchase agreement.


 


(c)       Each
of Global Montello, Glen Hes, GLP Finance, Warren, Warex, Drake, Puritan and Maryland Oil is duly registered or qualified as a
foreign corporation for the transaction of business under the laws of the jurisdictions set forth on Annex C to the purchase agreement.


 


(d)       The
parties listed on Schedule 2 to the purchase agreement collectively own 100% of the outstanding membership interests in
the General Partner free and clear of all Liens (i) in respect of which a financing statement under the Uniform Commercial Code
of the Commonwealth of Massachusetts with respect to the Massachusetts parties listed on Schedule 2 to the purchase agreement,
and the State of Delaware with respect to the Delaware parties listed on Schedule 2 to the purchase agreement, in each case
naming any of them as a debtor is on file in the office of the Secretary of State of the Commonwealth of Massachusetts or the Secretary
of State of the State of Delaware, as applicable, or (ii) otherwise known to such counsel, without independent investigation, other
than those created by or arising under the laws of the Commonwealth of Massachusetts or the Delaware LLC Act or contained in the
General Partner LLC Agreement and the organizational documents of each such member, as applicable.


 


(e)       Each
of Alliance and Bursaw Oil has been duly formed and is validly existing in good standing as a limited liability company under the
Massachusetts Limited Liability Company Act (“Massachusetts LLC Act”)with full limited liability company power
and authority to own or lease its properties and to conduct its business in all material respects as described in the Time of Sale
Information and the Offering Memorandum. 


 


(f)       Each
of Warren, Maryland Oil and Drake has been duly formed and is validly existing in good standing as corporation under the laws of
its jurisdiction of origin with full corporate power and authority to own or lease its properties and to conduct its business in
all material respects as described in the Time of Sale Information and the Offering Memorandum.


 


(g)       Each
of Alliance, Bursaw Oil, Drake, Maryland Oil and Warren has all limited liability company or corporate power and authority,
as the case may be, to execute and deliver the Transaction Documents to which it is a party and to perform its respective
obligations thereunder.  All limited liability company action or corporate action, as the case may be, required to be
taken by each of Alliance, Bursaw Oil, Drake, Maryland Oil and Warren or any of their respective members for the issuance and
sale of the Guarantees, the authorization, execution and delivery of each of the Transaction Documents to which it is a party
and the consummation of the transactions contemplated thereby has been validly taken.


 






    	 	E-1	 



     


    

 


(h)       Global
Marketing has been duly formed and is validly existing in good standing as a limited liability company under the Delaware LLC Act
with full limited liability company power and authority to own or lease its properties and to conduct its business in all material
respects as described in the Time of Sale Information and the Offering Memorandum.


 


(i)        Global
Operating owns a 100% membership interest in Global Marketing and Alliance; Alliance owns a 100% membership interest in Bursaw
Oil; Global Montello owns 100% of the capital stock of Warren; and Warren owns 100% of the capital stock of each of Puritan, Warex,
Drake and Maryland Oil. Such membership interests have been duly authorized and validly issued in accordance with the respective
Operating Subsidiary LLC Agreements and are fully paid (to the extent required under the applicable Operating Subsidiary LLC Agreement)
and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and
Global Operating or Alliance, as the case may be, owns such membership interest free and clear of all Liens (i) in respect of which
a financing statement under the Uniform Commercial Code of the State of Delaware naming Global Operating or of the Commonwealth
of Massachusetts naming Alliance, as a debtor is on file as of a recent date in the office of the Secretary of State of the State
of Delaware or the Commonwealth of Massachusetts, as applicable or (ii) otherwise known to such counsel, without independent investigation,
other than those created by or arising under the Massachusetts LLC Act or pursuant to the Credit Agreement and the Existing Indentures.


 


(j)        (i)
Each of the Operating Subsidiary LLC Agreements of Global Marketing and Alliance has been duly authorized, executed and delivered
by Global Operating, and is a valid and legally binding agreement of Global Operating, enforceable against Global Operating in
accordance with its terms; and (ii) the Operating Agreement of Bursaw Oil has been duly authorized, executed and delivered by Alliance,
and is a valid and legally binding agreement of Alliance, enforceable against Alliance in accordance with its terms; provided that,
with respect to each such agreement, the enforceability thereof may be limited by the applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general
principals of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) (collectively,
the “Enforceability Exceptions”) and public policy, applicable law relating to fiduciary duties and indemnification
and contribution and an implied covenant of good faith and fair dealing.


 


(k)       Each
of the purchase agreement, the Registration Rights Agreement and the Indenture has been duly authorized, executed and delivered
by each of Alliance, Bursaw Oil, Drake, Maryland Oil and Warren.


 


(l)        Each
of the Guarantees has been duly authorized by each of Alliance, Bursaw Oil, Drake, Maryland Oil and Warren.


 


(m)      The
Exchange Securities (including the related Guarantees) have been duly authorized by each of Alliance, Bursaw Oil, Drake, Maryland
Oil and Warren.


 






    	 	E-2	 



     


    







 


(n)       The
General Partner LLC Agreement has been duly authorized, executed and delivered by the parties listed on Schedule 2 to the purchase
agreement and is a valid and legally binding agreement of the parties listed on Schedule 2 to the purchase agreement, enforceable
against such parties in accordance with its terms; provided that, with respect to such agreement, the enforceability thereof may
be limited by the Enforceability Exceptions and by public policy, applicable law relating to fiduciary duties, indemnification
and contribution and an implied covenant of good faith and fair dealing.


 


(o)       None
of the issuance and sale of the Securities and the Guarantees, the execution, delivery and performance by the Partnership Parties
of each Transaction Document to which each is a party or the consummation by the Partnership Parties of the transactions contemplated
by the Transaction Documents (i) conflicts or will conflict with or constitutes or will constitute a violation of the Organizational
Documents of Alliance, Bursaw Oil, Drake, Maryland Oil and Warren (ii) constitutes or will constitute a breach or violation of,
or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, or result in the
creation or imposition of any Lien upon any property or asset of any of the Partnership Parties pursuant to, any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument known to such counsel (other than the Credit Agreement and
the Existing Indentures) to which any of the Partnership Parties is a party or by which any of them or any of their respective
properties or assets may be bound or subject, (iii) violates or will violate any order, judgment, decree or injunction known to
such counsel of any court or governmental agency or body to which any of the Partnership Parties or any of their properties are
subject, or (iv) violates or will violate the laws of the Commonwealth of Massachusetts (other than any state securities laws or
broker/dealer laws, as to which such counsel expresses no opinion), which breaches, violations, Liens or defaults in the case of
clauses (ii), (iii) and (iv) above, would reasonably be expected to, individually or in the aggregate, have a Material Adverse
Effect; provided, however that no opinion is expressed pursuant to this paragraph with respect to securities and other anti-fraud
statutes, rules or regulations.


 


(p)       No
permit, consent, approval, authorization, order, registration, filing or qualification (“consent”) of or with any Massachusetts
court or governmental agency or body under the laws of the Commonwealth of Massachusetts is required for the issuance and sale
of the Securities and the Guarantees, the execution, delivery and performance of each of the Transaction Documents by the Partnership
Parties to which each is a party or the consummation by the Partnership Parties of the transactions contemplated by the Transaction
Documents, except for such consents as may be required under state securities or “Blue Sky” laws and applicable rules
and regulations under such laws, as to which such counsel expresses no opinion.


 






    	 	E-3	 



     


    

 


In rendering such
opinion, such counsel may (A) rely, without independent investigation or verification, with respect to matters of fact upon
certificates of officers and employees of the Partnership Parties and upon information obtained from public officials, (B)
assume that all documents submitted to him as originals are authentic, that all copies submitted to him or to members of his
staff or others under his supervision conform to the originals thereof, and that the signatures on all documents examined by
him or by members of his staff or others under his supervision are genuine, (C) state that his opinion is limited to federal
laws (with respect to the opinion expressed in opinion paragraph (o)(iii)), the laws of the Commonwealth of Massachusetts,
the Delaware LP Act, the Delaware LLC Act and the DGCL, in each case as in effect at the time of delivering the opinion, (D)
with respect to the opinion expressed in clause (i) of paragraphs (d) and (i) above, respectively, such counsel relied solely
on reports, dated as of recent dates, purporting to describe all financing statements on file as of the dates specified
therein in the office of the Secretary of the State of Delaware or the Commonwealth of Massachusetts, as applicable, naming
one or more of the parties listed on Schedule 2 to the
purchase agreement, Global Operating or Alliance, as debtors, (E) state that he expresses no opinion with respect to
state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the Partnership
Parties may be subject, and (F) with respect to the opinions expressed in paragraphs (a), (b), (c), (e), (f) and (h) above as
to the valid existence, good standing, due qualification or registration as a foreign corporation, limited partnership or
limited liability company, as the case may be, of the Partnership Parties, state that such opinions are based solely upon
certificates or oral assurances of existence, good standing, foreign qualification or registration provided by the Secretary
of State of the states listed on a schedule to such opinion.


 


In addition, such counsel
shall state that he has participated in conferences with officers and other representatives of the Partnership Parties, representatives
of the independent registered public accounting firm of the Partnership, and representatives of the Initial Purchasers, at which
the contents of the Time of Sale Information and the Offering Memorandum and related matters were discussed, and although such
counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Time of Sale Information and Offering Memorandum, on the basis of the foregoing,
nothing has come to the attention of such counsel that causes him to believe that:


 


(i)         the
Time of Sale Information, as of the Time of Sale, contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
or


 


(ii)        the
Offering Memorandum, as of its date or as of the Closing Date, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;


 


it being understood that such counsel need not express any statement
or belief with respect to (i) the financial statements included or incorporated by reference therein, including the notes and schedules
thereto and the independent public accounting firm’s report thereon, or (ii) the other financial data and statistical data
derived from financial data included or incorporated by reference therein.


 






    	 	E-4	 



     


    







 


ANNEX F


 


FORM OF OPINION OF SCHWABE, WILLIAMSON
& WYATT


 


1.       Cascade
Kelly is a limited liability company duly formed and validly existing under the laws of the State of Oregon with full limited liability
company power and authority to own or lease its properties and conduct its business as described in the Time of Sale Information
and the Offering Memorandum.


 


2.       All
limited liability company actions required to be taken by Cascade Kelly to authorize Cascade Kelly to enter into and execute the
Transaction Documents have been taken.


 


3.       Cascade
Kelly has all requisite limited liability company authority to undertake and perform the obligations of Cascade Kelly under the
Transaction Documents.


 


4.       Cascade
Kelly has duly authorized, executed and delivered the Transaction Documents.


 


5.       The
execution, delivery and performance by Cascade Kelly of the Transaction Documents, and the consummation of the transactions described
under the Transaction Documents, do not (i) violate any of Cascade Kelly’s charter documents, (ii) violate any existing obligation
of Cascade Kelly under the court orders listed on Schedule 1 to this opinion letter or (iii) violate any Oregon statute or regulation
which, in our experience, are normally applicable to the transactions contemplated by the Transaction Documents.


 


6.       No
consent or approval by, or any notification of or filing with, any Oregon state court, public body or authority is required pursuant
to Oregon law to be obtained or effected by Cascade Kelly in connection with the execution, delivery and performance by Cascade
Kelly of any Transaction Document, and the consummation of the transactions described under such Transaction Documents.


 






    	 	F-1	 



     


    





 


ANNEX G


 


FORM OF OPINION OF BENNETT JONES LLP


 


1.       Global
Partners Energy Canada ULC (“GPEC”) is a valid and subsisting unlimited liability corporation under the laws of Alberta,
Canada with corporate power and capacity to own or lease its properties and conduct its business as described in the Time of Sale
Information and the Offering Memorandum.


 


2.       GPEC
has taken all necessary corporate action to authorize GPEC to execute and deliver the Transaction Documents to which it is a party
and to perform its obligations thereunder.


 


3.       GPEC
has the corporate power and capacity to perform its obligations under the Transaction Documents to which it is a party.


 


4.       GPEC
has, to the extent that execution and delivery are matters governed by Alberta law, duly executed and delivered the Transaction
Documents to which it is a party.


 


5.       The
execution and delivery by GPEC of the Transaction Documents to which it is a party, and the performance by GPEC of its obligations
thereunder do not (i) violate any of GPEC’s charter documents, or (ii) violate any Alberta statute or regulation which, in
our experience, are normally applicable to the transactions contemplated by the Transaction Documents.


 


6.       No
consent or approval by, or any notification of or filing with, any Alberta provincial court, public body or governmental or regulatory
authority is required pursuant to Alberta law to be obtained or effected by GPEC in connection with the execution and delivery
by GPEC of any Transaction Document to which it is a party, and the performance by GPEC of its obligations thereunder.


 






    G-1


     


    

 


EXHIBIT A


 


Form of 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.


 


 






    Exhibit A-1


     


    

 


“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.


 






    Exhibit A-2


     


    

 


“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.


 






    Exhibit A-3


     


    

 


“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.


 






    Exhibit A-4


     


    

 


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


 


“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.



 






    Exhibit A-5


     


    

 


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.


 






    Exhibit A-6


     


    

 


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.


 






    Exhibit A-7


     


    

 


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;



 






    Exhibit A-8


     


    

 


		(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;



 


		(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;



 






    Exhibit A-9


     


    

 


		(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;



 


		(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;



 






    Exhibit A-10


     


    

 


		(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;



  


		(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;



 






    Exhibit A-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;



 






    Exhibit A-12


     


    

 


		(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



 


		(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.


 






    Exhibit A-13


     


    

 


(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.


 


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.


 






    Exhibit A-14


     


    

 


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.


 


(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.


 






    Exhibit A-15


     


    

 


(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.


 


(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.


 






    Exhibit A-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.


 






    Exhibit A-17


     


    

 


(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.


 


(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.


 






    Exhibit A-18


     


    

 


(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.


 


(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.]


 






    Exhibit A-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:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 
	 	GLOBAL GP LLC
	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 
	 	GLP FINANCE CORP.
	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 
	 	GLOBAL OPERATING LLC
	 	 
	 	By:	Global Partners LP, its Sole Member
	 	 
	 	By:	Global GP LLC, its General Partner
	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:




 






    Exhibit A-20


     


    

 


	 	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:	 
	 	 	 	Name:
	 	 	 	Title:



 


	 	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:	 
	 	 	 	 	Name:
	 	 	 	 	Title:




 


	 	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:	 
	 	 	 	Name:
	 	 	 	Title:


 






    Exhibit A-21


     


    







 


	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:	 	 
	 	Name:	 
	 	Title:	 




  



    Exhibit A-22


     


    







 


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


 






    Exhibit A-23


     


    







 


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:	


 






    Exhibit A-24