Exhibit 4.1


 


 





GLOBAL PARTNERS LP,


 


GLP FINANCE CORP.


 


AND


 


THE GUARANTORS NAMED ON THE SIGNATURE PAGES
HEREOF


______________________________


 


6.875% SENIOR NOTES DUE 2029





______________________________


 


INDENTURE


 


Dated as of October 7, 2020





______________________________


 


REGIONS BANK


 


As Trustee





 


 






    


     


    




 


	CROSS-REFERENCE
    TABLE*






 


	Trust
                                         Indenture
 Act
                                         Section
	 	Indenture
 Section

	310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	N/A
	(a)(4)	 	N/A
	(a)(5)	 	7.10
	(b)	 	7.10
	(c)	 	N/A
	311(a)	 	7.11
	(b)	 	7.11
	(c)	 	N/A
	312(a)	 	N/A
	(b)	 	11.03
	(c)	 	11.03
	313(a)	 	7.06
	(b)(1)	 	7.06
	(b)(2)	 	7.06, 7.07
	(c)	 	7.06, 11.02
	(d)	 	7.06
	314(a)	 	11.05
	(b)	 	N/A
	(c)(1)	 	N/A
	(c)(2)	 	N/A
	(c)(3)	 	N/A
	(d)	 	N/A
	(e)	 	11.05
	(f)	 	N/A
	315(a)	 	N/A
	(b)	 	N/A
	(c)	 	N/A
	(d)	 	N/A
	(e)	 	N/A
	316(a)(last sentence)	 	N/A
	(a)(1)(A)	 	N/A
	(a)(1)(B)	 	N/A
	(a)(2)	 	N/A
	(b)	 	N/A
	(c)	 	11.14
	317(a)(1)	 	N/A
	(a)(2)	 	N/A
	(b)	 	N/A
	318(a)	 	N/A
	(b)	 	N/A
	(c)	 	11.01






 





 






N/A means not applicable.





*This Cross-Reference Table is not part
of the Indenture.


 




    i


     


    

 


TABLE OF CONTENTS








 


	 	Page
	ARTICLE
    1 DEFINITIONS AND INCORPORATION  BY REFERENCE	1
	Section
    1.01.         Definitions	1
	Section
    1.02.         Other Definitions	27
	Section
    1.03.         Incorporation by Reference of Trust Indenture Act	28
	Section
    1.04.         Rules of Construction	28
	ARTICLE 2 THE NOTES	28
	Section
    2.01.         Form and Dating	28
	Section
    2.02.         Execution and Authentication	29
	Section
    2.03.         Registrar and Paying Agent	29
	Section
    2.04.         Paying Agent to Hold Money in Trust	30
	Section
    2.05.         Holder Lists	30
	Section
    2.06.         Transfer and Exchange	30
	Section
    2.07.         Replacement Notes	31
	Section
    2.08.         Outstanding Notes	31
	Section
    2.09.         Temporary Notes	31
	Section
    2.10.         Cancellation	32
	Section
    2.11.         Defaulted Interest	32
	Section
    2.12.         CUSIP Numbers	32
	Section
    2.13.         Issuance of Additional Notes	32
	ARTICLE 3 REDEMPTION
    AND PREPAYMENT	33
	Section
    3.01.         Notices to Trustee	33
	Section
    3.02.         Selection of Notes to be Redeemed	33
	Section
    3.03.         Notice of Redemption	34
	Section
    3.04.         Effect of Notice of Redemption	35
	Section
    3.05.         Deposit of Redemption Price	35
	Section
    3.06.         Notes Redeemed in Part	36
	Section
    3.07.         Optional Redemption	36
	Section
    3.08.         Mandatory Redemption; Open Market Purchases	37
	Section
    3.09.         Offer to Purchase by Application of Excess Proceeds	37
	ARTICLE 4 COVENANTS	39
	Section
    4.01.         Payment of Notes	39
	Section
    4.02.         Maintenance of Office or Agency	39
	Section
    4.03.         Reports	40
	Section
    4.04.         Compliance Certificate	41
	Section
    4.05.         Taxes	41
	Section
    4.06.         Stay, Extension and Usury Laws	41
	Section
    4.07.         Limitation on Restricted Payments	42
	Section
    4.08.         Limitation on Dividend and Other Payment Restrictions Affecting
    Subsidiaries	45
	Section
    4.09.         Limitation on Incurrence of Indebtedness and Issuance of Preferred
    Stock	47
	Section
    4.10.         Limitation on Asset Sales	50







    ii


     


    

 


	Section
    4.11.         Limitation on Transactions with Affiliates	52
	Section
    4.12.         Limitation on Liens	54
	Section
    4.13.         Additional Subsidiary Guarantees	54
	Section
    4.14.         Corporate Existence	54
	Section
    4.15.         Offer to Repurchase Upon Change of Control Triggering Event	55
	Section
    4.16.         Permitted Business Activities	57
	Section
    4.17.         Covenant Suspension	58
	Section
    4.18.         Designation of Restricted and Unrestricted Subsidiaries	58
	ARTICLE 5 SUCCESSORS	59
	Section
    5.01.         Merger, Consolidation or Sale of Assets	59
	Section
    5.02.         Successor Substituted	60
	ARTICLE 6 DEFAULTS
    AND REMEDIES	61
	Section
    6.01.         Events of Default	61
	Section
    6.02.         Acceleration	63
	Section
    6.03.         Other Remedies	63
	Section
    6.04.         Waiver of Past Defaults	64
	Section
    6.05.         Control by Majority	64
	Section
    6.06.         Limitation on Suits	64
	Section
    6.07.         Rights of Holders of Notes to Receive Payment	64
	Section
    6.08.         Collection Suit by Trustee	65
	Section
    6.09.         Trustee May File Proofs of Claim	65
	Section
    6.10.         Priorities	65
	Section
    6.11.         Undertaking for Costs	66
	ARTICLE 7 TRUSTEE	66
	Section
    7.01.         Duties of Trustee	66
	Section
    7.02.         Rights of Trustee	67
	Section
    7.03.         Individual Rights of Trustee	68
	Section
    7.04.         Trustee’s Disclaimer	69
	Section
    7.05.         Notice of Defaults	69
	Section
    7.06.         Reports by Trustee to Holders of the Notes	69
	Section
    7.07.         Compensation and Indemnity	69
	Section
    7.08.         Replacement of Trustee	70
	Section
    7.09.         Successor Trustee by Merger, etc.	71
	Section
    7.10.         Eligibility; Disqualification	72
	Section
    7.11.         Preferential Collection of Claims Against Issuers	72
	ARTICLE 8 LEGAL
    DEFEASANCE AND COVENANT DEFEASANCE	72
	Section
    8.01.         Option to Effect Legal Defeasance or Covenant Defeasance	72
	Section
    8.02.         Legal Defeasance and Discharge	72
	Section
    8.03.         Covenant Defeasance	73
	Section
    8.04.         Conditions to Legal or Covenant Defeasance	73
	Section
    8.05.         Deposited Money and Government Securities to be Held in Trust;
    Other Miscellaneous Provisions	74
	Section
    8.06.         Repayment to Issuers	75
	Section
    8.07.         Reinstatement	75
	Section
    8.08.         Discharge	76







    iii


     


    

 


	ARTICLE
    9 AMENDMENT, SUPPLEMENT AND WAIVER	77
	Section
    9.01.         Without Consent of Holders of Notes	77
	Section
    9.02.         With Consent of Holders of Notes	78
	Section
    9.03.         Compliance with Trust Indenture Act	79
	Section
    9.04.         Effect of Consents	79
	Section
    9.05.         Notation on or Exchange of Notes	80
	Section
    9.06.         Trustee to Sign Amendments, etc.	80
	ARTICLE 10 GUARANTEES
    OF NOTES	80
	Section
    10.01.         Subsidiary Guarantees	80
	Section
    10.02.         [Reserved]	81
	Section
    10.03.         Guarantors May Consolidate, etc., on Certain Terms	81
	Section
    10.04.         Releases of Subsidiary Guarantees	82
	Section
    10.05.         [Reserved]	82
	Section
    10.06.         Limitation on Guarantor Liability	82
	ARTICLE 11 MISCELLANEOUS	83
	Section
    11.01.         Trust Indenture Act Controls	83
	Section
    11.02.         Notices	83
	Section
    11.03.         Communication by Holders of Notes with Other Holders of Notes	84
	Section
    11.04.         Certificate and Opinion as to Conditions Precedent	84
	Section
    11.05.         Statements Required in Certificate or Opinion	85
	Section
    11.06.         Rules by Trustee and Agents	85
	Section
    11.07.         No Personal Liability of Directors, Officers, Employees and Unitholders	85
	Section
    11.08.         Governing Law	85
	Section
    11.09.         No Adverse Interpretation of Other Agreements	86
	Section
    11.10.         Successors	86
	Section
    11.11.         Severability	86
	Section
    11.12.         Table of Contents, Headings, etc.	86
	Section
    11.13.         Counterparts; Electronic Signatures	86
	Section
    11.14.         Acts of Holders	86
	Section
    11.15.         Patriot Act	88
	Section
    11.16.         When Notes Disregarded	88





 




    iv


     


    

 


APPENDIX AND ANNEX


 


	RULE 144A/REGULATION S APPENDIX	App. - 1
	 	 
	  EXHIBIT 1     Form of
    Initial Note	 
	  EXHIBIT A    Form of
    Exchange Note	 
	 	 
	ANNEX A  Form of
    Supplemental Indenture	A - 1






 




    v


     


    

  


This Indenture, dated
as of October 7, 2020, is among Global Partners LP, a Delaware limited partnership (the “Company”), GLP Finance
Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors
listed on the signature pages hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and
Regions Bank, an Alabama state-chartered banking corporation, as trustee (the “Trustee”).


 


The Issuers, the Guarantors
and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Issuers’
Initial Notes, Exchange Notes and Additional Notes:


 


ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section 1.01.     Definitions.


 


“Acquired
Debt” means, with respect to any specified Person:


 


(1)            Indebtedness
of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of such specified Person,
whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into,
or becoming a Subsidiary of, such specified Person, but excluding Indebtedness which is extinguished, retired or repaid in connection
with such Person merging with or into or becoming a Subsidiary of such specified Person; and


 


(2)            Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Additional
Interest” means all additional interest then owing pursuant to Section 2 of the Registration Rights Agreement referred
to in clause (1) of the definition of “Registration Rights Agreement” in the Appendix. Unless the context indicates
otherwise, all references to “interest” in this Indenture or the Notes shall be deemed to include any Additional Interest.


 


“Additional
Notes” means, subject to the Company’s compliance with Section 4.09, 6.875% Senior Notes due 2029 issued
from time to time after the Initial Issuance Date under the terms of this Indenture (other than pursuant to Section 2.06,
2.07, 2.09 or 3.06 of this Indenture and other than Exchange Notes issued pursuant to a Registered Exchange Offer for other Notes
outstanding under this Indenture).


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that beneficial
ownership of 10% or more of the Voting Stock of a Person will be deemed to be control by the other Person; and further, that any
third Person which also beneficially owns 10% or more of the Voting Stock of a specified Person shall not be deemed to be an Affiliate
of either the specified Person or the other Person merely because of such common ownership in such specified Person. For purposes
of this definition, the terms “controlling,” “controlled by” and “under common control with”
have correlative meanings.






     


     


    

 


“Agent”
means any Registrar or Paying Agent.


 


“Agent Members”
has the meaning provided in the Appendix.


 


“Applicable
Law,” except as the context may otherwise require, means all applicable laws, rules, regulations, ordinances, judgments,
decrees, injunctions, writs and orders of any court or governmental or congressional agency or authority and rules, regulations,
orders, licenses and permits of any United States federal, state, municipal, regional, or other governmental body, instrumentality,
agency or authority.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of beneficial interests in a Global Note, the rules and
procedures of the Depository that apply to such transfer and exchange.


 


“Asset Sale”
means:


 


(1)            the
sale, lease, conveyance or other disposition of any properties or assets (including by way of a sale and leaseback transaction);
provided, however, that the disposition of all or substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by the provisions of Section 4.15 and/or the provisions of Section 5.01
and not by the provisions of Section 4.10; and


 


(2)            the
issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its
Restricted Subsidiaries, other than preferred stock or Disqualified Stock issued in compliance with Section 4.09.


 


Notwithstanding the
preceding, the following items will not be deemed to be Asset Sales:


 


(1)            any
single transaction or series of related transactions that involves properties or assets having a fair market value of less than
$20.0 million;


 


(2)            a
transfer of properties or assets between or among any of the Company and its Restricted Subsidiaries;


 


(3)            an
issuance or sale of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;


 


(4)            the
sale, lease or other disposition of equipment, inventory, accounts receivable or other properties or assets in the ordinary course
of business;


 


(5)            the
sale or other disposition of cash or Cash Equivalents, Hedging Contracts or other financial instruments in the ordinary course
of business;






    2


     


    

 


(6)            a
Restricted Payment that is permitted by Section 4.07 or a Permitted Investment;


 


(7)            the
creation or perfection of a Lien that is not prohibited by Section 4.12;


  


(8)            dispositions
in connection with Permitted Liens;


 


(9)            surrender
or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;


 


(10)          the
grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other
similar intellectual property; and


 


(11)          an
Asset Swap.


 


“Asset Swap”
means any substantially contemporaneous (and in any event occurring within 360 days of each other) purchase and sale or exchange
of any assets or properties used or useful in a Permitted Business between the Company or any of its Restricted Subsidiaries and
another Person; provided that any cash received must be applied in accordance with Section 4.10 as if the Asset Swap were
an Asset Sale.


 


“Available
Cash” has the meaning assigned to such term in the Partnership Agreement, as in effect on the Initial Issuance Date.


 


“Bankruptcy
Law” means Title 11, United States Code, as may be amended from time to time, or any similar federal or state law for
the relief of debtors.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person”
has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned”
have correlative meanings. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are
the subject of a stock purchase agreement, merger agreement or similar agreement until consummation of the transactions or, as
applicable, series of related transactions contemplated thereby.


 


“Board of
Directors” means:


 


(1)            with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf
of such board;


 


(2)            with
respect to a partnership, the board of directors or board of managers of the general partner of the partnership or, if such general
partner is itself a limited partnership, then the board of directors or board of managers of its general partner;






    3


     


    

 


(3)            with
respect to a limited liability company, the board of managers or directors, the managing member or members or any controlling
committee of managing members thereof; and


 


(4)            with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted
by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to
the Trustee.


 


“Borrowing
Base” means, with respect to any Person at any date of determination, an amount equal to the sum of:


 


(1)            100%
of unrestricted cash and cash equivalents included in such Person’s most recent quarterly or annual consolidated balance
sheet prepared in accordance with GAAP; plus


 


(2)            90%
of net equity in the aggregate amount of all sums deposited by such Person and its Restricted Subsidiaries with investment grade
commodities brokers on nationally recognized exchanges, after deducting therefrom the aggregate amount of all claims, disputes,
contras and offsets (contingent or otherwise) by such brokers or any other Person against such deposits, in each case as included
in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP; plus


 


(3)            90%
of accounts receivable, net of (a) any allowance for doubtful accounts or other adjustments, included in such Person’s
most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP and (b) any receivables sold
by a Person or its Restricted Subsidiaries to a third party (including a trust) in connection with a receivables securitization;
plus


 


(4)            90%
of inventory included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance
with GAAP; plus


 


(5)            90%
of the fair market value determined on a mark-to-market basis (net of storage and transportation costs) of fixed forward sales
contracts included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with
GAAP (exclusive, for the avoidance of doubt, of any forward sales contracts pursuant to which future services, goods or products
are provided by such Person or its Restricted Subsidiaries in exchange for upfront payments); provided that, if such amount is
a negative number, 100% of such negative amount shall be deducted from the Borrowing Base; plus


 


(6)            40%
of property, plant and equipment, net of any depreciation, amortization or other adjustments, included in such Person’s
most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP;






    4


     


    

 


provided that the cash, cash equivalents,
margin deposits, accounts receivable, inventory, fixed forward sales contracts, property, plant and equipment of any Person that
is not a Restricted Subsidiary shall be excluded from the Borrowing Base.


 


“Business
Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York
or another place of payment are authorized or required by law to close.





 


“Capital
Stock” means:


 


(1)            in
the case of a corporation, corporate stock;


 


(2)            in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3)            in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and


 


(4)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Cash Equivalents”
means:


 


(1)            United
States dollars;


 


(2)            securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United
States government (provided that the full faith and credit of the United States is pledged in support of those securities) having
maturities of not more than six months from the date of acquisition;


 


(3)            marketable
general obligations issued by any state of the United States of America or any political subdivision of any such state or any
public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof,
having a credit rating of “A” or better from either S&P or Moody’s;


 


(4)            certificates
of deposit, demand deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit
Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch
Rating of “B” or better;


 


(5)            repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3) and
(4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;






    5


     


    

 



 


(6)            commercial
paper having one of the two highest ratings obtainable from Moody’s or S&P and in each case maturing within six months
after the date of acquisition; and


 


(7)            money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through
(6) of this definition.


 


“Change of
Control Triggering Event” means the occurrence of any of the following:


 


(1)            (a) the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets (including Capital Stock of the Restricted
Subsidiaries) of the Company and its Restricted Subsidiaries taken as a whole, to any “person” (as that term is used
in Section 13(d)(3) of the Exchange Act), and (b) only if the Notes are rated by at least one of S&P or Moody’s,
a Rating Decline within 90 days of the consummation of such transaction;


 


(2)            the
adoption of a plan relating to the liquidation or dissolution of the Company or removal of the General Partner by the limited
partners of the Company; or


 


(3)            (a) the
consummation of any transaction (including, without limitation, any merger or consolidation), in one or a series of related transactions,
the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
excluding the Slifka Group, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of either
the General Partner or of the Company, measured by voting power rather than number of shares, units or the like, and (b) only
if the Notes are rated by at least one of S&P or Moody’s, a Rating Decline within 90 days thereof.


 


Notwithstanding the
preceding, a conversion of the Company or any of its Restricted Subsidiaries from a limited partnership, corporation, limited liability
company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an
exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity shall
not constitute a Change of Control Triggering Event, so long as following such conversion or exchange the “persons”
(as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially Owned the Capital Stock of the Company
immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such
entity, or continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its directors, managers,
trustees or other persons serving in a similar capacity for such entity or its general partner, as applicable, and, in either case
no “person,” other than the Slifka Group, Beneficially Owns more than 50% of the Voting Stock of such entity or its
general partner, as applicable.


 


“Clearstream”
means Clearstream Banking, société anonyme, or any successor securities clearing agency.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.


 






    6


     


    

 


“Commission”
or “SEC” means the Securities and Exchange Commission.


 


“Consolidated
Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for
such period plus:


 


(1)            an
amount equal to any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to
the extent such losses were deducted in computing such Consolidated Net Income; plus


 


(2)            provision
for Taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision
for Taxes was deducted in computing such Consolidated Net Income; plus


 


(3)            consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized
(including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component of all payments associated with Finance Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings),
and net of the effect of all payments made or received pursuant to interest rate Hedging Contracts, to the extent that any such
expense was deducted in computing such Consolidated Net Income; plus


 


(4)            depreciation
and amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a
prior period), impairment, non-cash equity based compensation expense and other non-cash items (excluding any such non-cash item
to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash
expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such
depreciation and amortization, impairment and other non-cash items that were deducted in computing such Consolidated Net Income;
plus


 


(5)            unrealized
non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent such losses were deducted
in computing such Consolidated Net Income; plus


 


(6)            all
extraordinary, unusual or non-recurring items of loss or expense, to the extent that any such item was deducted in computing such
Consolidated Net Income; minus


 


(7)            non-cash
items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business,


 


in each case, on a consolidated basis and
determined in accordance with GAAP.


 






    7


     


    

 


“Consolidated
Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person
and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP, provided that:


 


(1)            the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting
will be included, but only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary of the Person;


 


(2)            the
Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any
judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders,
partners or members;


 


(3)            the
cumulative effect of a change in accounting principles will be excluded;


 


(4)            unrealized
losses and gains under Hedging Contracts included in the determination of Consolidated Net Income, including, without limitation
those resulting from the application of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)
815 will be excluded; and


 


(5)            any
nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection
with redeeming or retiring any Indebtedness prior to its Stated Maturity will be excluded.


 


“Consolidated
Net Tangible Assets” means, with respect to any Person at any date of determination, the aggregate amount of total assets
included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP less
applicable reserves reflected in such balance sheet, after deducting the following amounts: (a) all current liabilities reflected
in such balance sheet, and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles
reflected in such balance sheet.


 


The term “continuing”
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.


 


“Corporate
Trust Office of the Trustee” means the office of the Trustee in the City of Atlanta at which at any time its corporate
trust business shall be administered, which office at the date hereof is located at 1180 West Peachtree Street, Suite 1200,
Atlanta, Georgia 30309, Attn:  Corporate Trust Department, or such other address in the City of Atlanta as the Trustee may
designate from time to time by notice to the Holders and the Issuers, or the principal corporate trust office in the City of Atlanta
of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders
and the Issuers).


 






    8


     


    

 


“Credit Agreement”
means that certain Third Amended and Restated Credit Agreement, dated as of April 25, 2017, among Global Operating LLC, the
Company and the other subsidiaries of the Company party thereto, Bank of America, N.A., as Administrative Agent, and the other
lenders 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, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection
therewith, and in each case as further amended, restated, modified, renewed, refunded, replaced or refinanced from time to time.


 


“Credit Facilities”
means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities or secured
capital markets financings, in each case with banks or other institutional lenders or institutional investors providing for revolving
credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables), letters of credit or secured capital markets financings,
in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including refinancing with any capital
markets transaction) in whole or in part from time to time.


 


“Custodian”
means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Depository”
has the meaning provided in the Appendix.


 


“Designated
Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’
Certificate setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent
sale of such Designated Non-cash Consideration.


 


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of
the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding
the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the Company to repurchase or redeem such Capital Stock upon the occurrence of a change of control or
an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase
or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07.


 


“Distributable
Cash Flow” has the meaning assigned to such term in the Partnership Agreement, as in effect on the Initial Issuance Date.


 






    9


     


    

 


“Domestic
Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any
state of the United States or the District of Columbia.


 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


 


“Equity Offering”
means any public or private sale of Capital Stock (other than Disqualified Stock and other than to a Subsidiary of the Company)
made for cash on a primary basis by the Company after the Initial Issuance Date (other than a registration statement on Form S-4
or Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company).


 


“Euroclear”
means the Euroclear System or any successor securities clearing agency.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Exchange
Notes” has the meaning specified in the Appendix.


 


“Existing
Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other
than (i) the Notes and the Subsidiary Guarantees, (ii) Indebtedness under the Credit Agreement, which is considered incurred
under clause (1) of Permitted Debt, and (iii) intercompany Indebtedness) in existence on the Initial Issuance Date, until
such amounts are repaid.


 


The term “fair
market value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction
not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company in the case
of amounts of $25.0 million or more and otherwise by an officer of the General Partner.


 


“Finance Lease
Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a finance lease
that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. Notwithstanding the preceding,
any lease (whether entered into before or after December 31, 2018) that would have been classified as an operating lease pursuant
to GAAP as in effect on December 31, 2018 will be deemed not to represent a Finance Lease Obligation notwithstanding any change
in GAAP following thereafter.


 


“Fixed Charge
Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated
Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person
or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness (other than
ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the applicable
four-quarter reference period and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage
Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period.
If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness
will be calculated as if the average rate in effect from the beginning of such period to the Calculation Date had been the applicable
rate for the entire period (taking into account any interest Hedging Contract applicable to such Indebtedness, but if the remaining
term of such interest Hedging Contract is less than 12 months, then such interest Hedging Contract shall only be taken into
account for that portion of the period equal to the remaining term thereof). If any Indebtedness that is being given pro forma
effect bears an interest rate at the option of such Person, the interest rate shall be calculated by applying such optional rate
chosen by such Person. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate chosen as such Person may designate.


 






    10


     


    

 


In addition, for purposes
of calculating the Fixed Charge Coverage Ratio:


 


(1)            acquisitions
that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, consolidations or
otherwise (including acquisitions of assets used in a Permitted Business), and including in each case any related financing transactions
(including repayment of Indebtedness) during the four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference
period, including any Consolidated Cash Flow and any pro forma expense and cost reductions that have occurred or are reasonably
expected to occur within the next 12 months, in the reasonable judgment of the chief financial or accounting officer of the General
Partner (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements
in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the Commission related
thereto);


 


(2)            the
Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, will be excluded;


 


(3)            the
Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed
of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges
will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;


 


(4)            any
Person that is a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed to have been a Restricted
Subsidiary of the specified Person at all times during such four-quarter period;


 


(5)            any
Person that is not a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed not to have been a Restricted
Subsidiary of the specified Person at any time during such four-quarter period; and


 






    11


     


    

 


(6)            interest
income reasonably anticipated by such Person to be received during the applicable four-quarter period from cash or Cash Equivalents
held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or
will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, will be included.


 


“Fixed Charges”
means, with respect to any specified Person for any period, the sum, without duplication, of:


 


(1)            the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments associated with Finance Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings), and net
of the effect of all payments made or received pursuant to interest rate Hedging Contracts; plus


 


(2)            the
consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus


 


(3)            any
interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured
by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon;
plus


 


(4)            all
dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or on any preferred
securities of any of its Restricted Subsidiaries, other than dividends on such Equity Interests payable solely in Equity Interests
of the payor (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person,


 


in each case, on a consolidated basis and
determined in accordance with GAAP.


 


“Foreign Subsidiary”
means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.


 


“GAAP”
means generally accepted accounting principles in the United States, which are in effect from time to time.


 


“General Partner”
means Global GP LLC, a Delaware limited liability company, and its successors and permitted assigns as general partner of the Company
or as the business entity with the ultimate authority to manage the business and operations of the Company.


 


“Global Note”
has the meaning provided in the Appendix.


 






    12


     


    

 


“Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America for the payment of
which guarantee or obligations the full faith and credit of the United States is pledged.


 


“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, Taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational
bodies such as the European Union or the European Central Bank).


 


The term “guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of assets, acting as co-obligor or through letters
of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. When used as a verb, “guarantee”
has a correlative meaning.


 


“Guarantors”
means each of (a) the Subsidiaries of the Company, other than Finance Corp. and Basin Transload LLC, executing this Indenture
as initial Guarantors and (b) any other Restricted Subsidiary of the Company that becomes a Guarantor in accordance with the
provisions of this Indenture and their respective successors and assigns.


 


“Hedging Contracts”
means, with respect to any specified Person:


 


(1)            interest
rate swap agreements, interest rate cap agreements and interest rate collar agreements entered into with one or more financial
institutions and designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations
in interest rates with respect to Indebtedness incurred;


 


(2)            foreign
exchange contracts and currency protection agreements entered into with one or more financial institutions and designed to protect
the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in currency exchanges rates with
respect to Indebtedness incurred;


 


(3)            any
commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations
in the price of Hydrocarbons used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time;
and


 


(4)            other
agreements or arrangements designed to protect such Person or any of its Restricted Subsidiaries against fluctuations in interest
rates, commodity prices or currency exchange rates;


 


and in each case are entered into only
in the normal course of business and not for speculative purposes.


 


“Holder”
or “Holder of a Note” means a Person in whose name a Note is registered.


 






    13


     


    

 


“Hydrocarbons”
means (i) crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons,
gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom and (ii) corn,
ethanol and other agricultural commodities used in the process of making fuels, and other blendstocks and renewable fuels.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:


 


(1)            in
respect of borrowed money;


 


(2)            evidenced
by bonds, notes, debentures or similar instruments;


 


(3)            in
respect of all outstanding letters of credit issued for the account of such Person that support obligations that constitute Indebtedness
(provided that the amount of such letters of credit included in Indebtedness shall not exceed the amount of the Indebtedness being
supported) and, without duplication, the unreimbursed amount of all drafts drawn under letters of credit issued for the account
of such Person;


 


(4)            in
respect of bankers’ acceptances;


 


(5)            representing
Finance Lease Obligations;


 


(6)            representing
the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense
or trade payable; or


 


(7)            representing
any obligations under Hedging Contracts,


 


if and to the extent any of the preceding
items (other than letters of credit and obligations under Hedging Contracts) would appear as a liability upon a balance sheet of
the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness
of other Persons secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified
Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.
For the avoidance of doubt, the term “Indebtedness” excludes any obligation arising from any agreement providing for
indemnities, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of the acquired or
disposed assets or similar obligations (other than guarantees of Indebtedness) incurred by the specified Person in connection with
the acquisition or disposition of assets.


 


The amount of any Indebtedness
outstanding as of any date will be:


 


(1)            the
accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;


 


(2)            in
the case of obligations under any Hedging Contracts, the termination value of the agreement or arrangement giving rise to such
obligations that would be payable by such Person at such date; and


 






    14


     


    

 


(3)            the
principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the
case of any other Indebtedness.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Initial Issuance
Date” means the first day that Notes are issued under this Indenture.


 


“Initial Notes”
has the meaning provided in the Appendix.


 


“Initial Purchasers”
has the meaning provided in the Appendix.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent)
by S&P.


 


“Investments”
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding (1) commission,
travel and similar advances to officers and employees made in the ordinary course of business and (2) advances to customers
in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of
the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company will be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the fair
market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided
in the final paragraph of Section 4.07. The acquisition by the Company or any Subsidiary of the Company of a Person that holds
an Investment in a third Person will be deemed to be an Investment made by the Company or such Subsidiary in such third Person
in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person on the date of any
such acquisition in an amount determined as provided in the final paragraph of Section 4.07.


 


“Joint Venture”
means any Person that is not a direct or indirect Subsidiary of the Company in which the Company or any of its Restricted Subsidiaries
makes any Investment.


 


“Legal Holiday”
means any calendar day other than a Business Day. If a payment date is a Legal Holiday, payment may be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the intervening period.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under Applicable Law, including any conditional sale or other
title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement.


 






    15


     


    

 


“Make Whole
Premium” means, with respect to a Note at any time, the excess, if any, of (a) the present value at such time of
(i) the redemption price of such Note at January 15, 2024 pursuant to Section 3.07(a) plus (ii) any required
interest payments due on such Note through January 15, 2024 (except for currently accrued and unpaid interest), computed using
a discount rate equal to the Treasury Rate as of such time plus 50 basis points, discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months), over (b)  the principal amount of such Note. The Trustee
shall have no duty to calculate or verify the Make Whole Premium.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.


 


“Net Income”
means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before
any reduction in respect of preferred stock dividends, excluding, however:


 


(1)            any
gain (but not loss), together with any related provision for Taxes on such gain (but not loss), realized in connection with: (a) any
Asset Sale; or (b) the disposition of any securities by such Person or the extinguishment of any Indebtedness of such Person;
and


 


(2)            any
extraordinary gain (but not loss), together with any related provision for Taxes on such extraordinary gain (but not loss).


 


“Net Proceeds”
means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale),
net of:


 


(1)            the
direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees and sales
commissions, severance costs and any relocation expenses incurred as a result of the Asset Sale;


 


(2)            Taxes
paid or payable as a result of the Asset Sale, in each case, after taking into account any available Tax credits or deductions
and any Tax sharing arrangements;


 


(3)            amounts
required to be applied to the repayment of Indebtedness secured by a Lien on the properties or assets that were the subject of
such Asset Sale; and


 


(4)            any
amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment
in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by the
Company or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated,
in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Company or its
Restricted Subsidiaries from such escrow arrangement, as the case may be.


 






    16


     


    

 


“Non-Recourse
Debt” means Indebtedness:


 


(1)            as
to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor
or otherwise;


 


(2)            no
default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against
an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the
Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment
of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and


 


(3)            as
to which the lenders have been notified in writing that they will not have any recourse to the Capital Stock or assets of the Company
or any of its Restricted Subsidiaries except as contemplated by clause (9) of the definition of Permitted Liens.


 


For purposes of determining
compliance with Section 4.09, in the event that any Non-Recourse Debt of any of the Company’s Unrestricted Subsidiaries
ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness
by a Restricted Subsidiary of the Company.


 


“Notes”
has the meaning specified in the Appendix.


 


“Notes Custodian”
has the meaning specified in the Appendix.


 


“Obligations”
means any principal, premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), penalties, fees, charges,
expenses, indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable under the
documentation governing any Indebtedness or in respect thereto.


 


“Offering
Memorandum” means the final offering memorandum of the Issuers dated September 23, 2020 relating to the offering
of the Initial Notes.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or
any Vice President of such Person or, with respect to the Company, the General Partner, or,
with respect to any other partnership, its general partner.


 


“Officers’
Certificate” means a certificate signed on behalf of each of the Company and Finance Corp. by two of its Officers, one
of whom, in the case of any Officers’ Certificate delivered pursuant to Section 4.04, must be the principal executive
officer, the principal financial officer, or the principal accounting officer of the Company or Finance Corp., as the case may
be, that, in each case, meets the requirements of Section 11.05 hereof.


 






    17


     


    

 


“Opinion of
Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements
of Section 11.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.


 


“Pari Passu
Indebtedness” means, with respect to any Excess Proceeds from Asset Sales, Indebtedness of an Issuer or any Guarantor
that ranks equally in right of payment with the Notes or the Subsidiary Guarantees, as the case may be, and the terms of which
require the Company or any of its Restricted Subsidiaries to apply such Excess Proceeds to offer to repurchase such Indebtedness.


 


“Partnership
Agreement” means the Fourth Amended and Restated Agreement of Limited Partnership of the Company dated as of August 7,
2018 as in effect on the Initial Issuance Date and as such may be further amended, modified or supplemented from time to time.


 


“Permitted
Business” means either (1) the ownership or operation of assets related to the wholesale or retail marketing, sale,
distribution or transportation of refined petroleum products or other Hydrocarbons or alternative sources of energy, including,
without limitation, retail gasoline stations and convenience stores (whether or not associated with retail gasoline stations) and
the storage of refined petroleum products or other Hydrocarbons and bunkering or (2) any other business that generates gross
income that constitutes “qualifying income” under Section 7704(d) of the Code.


 


“Permitted
Business Investments” means Investments by the Company or any of its Restricted Subsidiaries in any Unrestricted Subsidiary
of the Company or in any Joint Venture, provided that:


 


(1)            either
(a) at the time of such Investment and immediately thereafter, the Company could incur $1.00 of additional Indebtedness under
the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 or (b) such Investment does not
exceed the aggregate amount of Incremental Funds not previously expended at the time of making such Investment;


 


(2)            if
such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either (a) all
such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiary or Joint Venture that
is recourse to the Company or any of its Restricted Subsidiaries (which shall include, without limitation, all Indebtedness of
such Unrestricted Subsidiary or Joint Venture for which the Company or any of its Restricted Subsidiaries may be directly or indirectly,
contingently or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law or pursuant to any guarantee,
including, without limitation, any “claw-back,” “make-well” or “keep-well” arrangement) could,
at the time such Investment is made, be incurred at that time by the Company and its Restricted Subsidiaries under the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09; and


 


(3)            such
Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted Business.


 






    18


     


    

 


“Permitted
Investments” means:


 


(1)          any
Investment in the Company (including, without limitation, through purchases of Notes) or in a Restricted Subsidiary of the Company;


 


(2)          any
Investment in Cash Equivalents;


 


(3)          any
Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:


 


(a)            such
Person becomes a Restricted Subsidiary of the Company; or


 


(b)            such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its properties or assets
to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;


 


(4)          any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 or any disposition not constituting an Asset Sale;


 


(5)          any
Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;


 


(6)          any
Investments received in compromise of obligations of trade creditors or customers that were incurred in the ordinary course of
business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer, or as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any
secured Investment in default;


 


(7)          Hedging
Contracts;


 


(8)          Permitted
Business Investments; and


 


(9)          other
Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) that
are at the time outstanding, do not exceed the greater of $100.0 million or 6.0% of the Company’s Consolidated Net Tangible
Assets; provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted
Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company
after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease
to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary of the Company.


 






    19


     


    

 


“Permitted
Liens” means:


 


(1)          Liens
securing Indebtedness under a Credit Facility permitted to be incurred under this Indenture pursuant to clause (1) of the
definition of Permitted Debt;


 


(2)          Liens
in favor of the Company or the Guarantors;


 


(3)          Liens
on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted
Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such merger or consolidation
and do not extend to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of
the Person merged into or consolidated with the Company or the Restricted Subsidiary;


 


(4)          Liens
on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company, provided
that such Liens were in existence prior to the contemplation of such acquisition;


 


(5)          any
interest or title of a lessor to the property subject to a Finance Lease Obligation or operating lease;


 


(6)          Liens
for the purpose of securing the payment of all or a part of the purchase price of, or Finance Lease Obligations, purchase money
obligations or other payments incurred to finance the acquisition, lease, improvement or construction of or repairs or additions
to, assets or property acquired or constructed in the ordinary course of business; provided that:


 


(a)            the
aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under this Indenture and
does not exceed the cost of the assets or property so acquired or constructed; and


 


(b)            such
Liens are created within 180 days of the later of the acquisition, lease, completion of improvements, construction, repairs or
additions or commencement of full operation of the assets or property subject to such Lien and do not encumber any other assets
or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;


 


(7)          Liens
existing on the Initial Issuance Date (other than Liens permitted by clause (1));


 


(8)          Liens
to secure the performance of tenders, bids, statutory obligations, surety or appeal bonds, trade contracts, government contracts,
operating leases, performance bonds or other obligations of a like nature incurred in the ordinary course of business;


 


(9)          Liens
on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by the Company or any Restricted
Subsidiary of the Company to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint
Venture;


 






    20


     


    

 


(10)        Liens
on pipelines or other facilities or equipment that arise by operation of law;


 


(11)        Liens
arising under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout agreements, division
orders, contracts for sale, transportation or exchange of crude oil and natural gas, unitization and pooling declarations and agreements,
area of mutual interest agreements and other agreements arising in the ordinary course of business of the Company and its Restricted
Subsidiaries that are customary in the Permitted Business;


 


(12)        Liens
upon specific items of inventory, receivables or other goods or proceeds of the Company or any of its Restricted Subsidiaries securing
such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or created for the
account of such Person to facilitate the purchase, shipment or storage of such inventory, receivables or other goods or proceeds
and permitted by Section 4.09;


 


(13)        Liens
securing Obligations of the Issuers or any Guarantor under the Notes or the Subsidiary Guarantees, as the case may be;


 


(14)        Liens
securing any Indebtedness equally and ratably with all Obligations due under the Notes or any Subsidiary Guarantee pursuant to
a contractual covenant that limits Liens in a manner substantially similar to Section 4.12;


 


(15)        Liens
to secure performance of Hedging Contracts of the Company or any of its Restricted Subsidiaries;


 


(16)        Liens
securing any insurance premium financing under customary terms and conditions, provided that no such Lien may extend to or cover
any assets or property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded
insurance premiums related thereto;


 


(17)        other
Liens incurred by the Company or any Restricted Subsidiary of the Company, provided that, after giving effect to any such incurrence,
the aggregate principal amount of all Indebtedness then outstanding and secured by any Liens incurred pursuant to this clause (17)
does not exceed the greater of (a) $100.0 million or (b) 6.0% of the Company’s Consolidated Net Tangible Assets
at such time; and


 


(18)        any
Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (1) through (16) above, provided that (a) the
principal amount of the Indebtedness secured by such Lien is not increased except by an amount equal to a reasonable premium or
other reasonable amount paid, and fees and expenses reasonably incurred, in connection therewith and by an amount equal to any
existing commitments unutilized thereunder and (b) no assets encumbered by any such Lien other than the assets permitted to
be encumbered immediately prior to such renewal, extension, refinance or refund are encumbered thereby (other than improvements
thereon, accessions thereto and proceeds thereof).


 






    21


     


    

 


“Permitted
Refinancing Indebtedness” means any Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries
or any preferred stock of a Restricted Subsidiary of the Company issued in exchange for, or the net proceeds of which are used
to extend, refinance, renew, replace, defease or refund other Indebtedness or Disqualified Stock of the Company or any of its Restricted
Subsidiaries or any preferred stock of a Restricted Subsidiary of the Company (other than intercompany Indebtedness); provided
that:


 


(1)            the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount
(or accreted value, if applicable) of the Indebtedness, or the liquidation preference of the Disqualified Stock or preferred stock
being extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness, or accrued
and unpaid dividends or distributions on such Disqualified Stock or preferred stock, and the amount of all fees, expenses and premiums
incurred in connection therewith);


 


(2)            such
Permitted Refinancing Indebtedness (a) has a final maturity date or redemption date, as applicable, no earlier than the earlier
of (i) the final maturity date or redemption date, as applicable, of the Indebtedness or Disqualified Stock or preferred stock
being refinanced, or (ii) 91 days after the final maturity of the Notes, and (b) has a Weighted Average Life to Maturity
either (i) equal to or greater than the Weighted Average Life to Maturity of the Indebtedness or Disqualified Stock or preferred
stock being refinanced, or (ii) longer than the Weighted Average Life to Maturity of the Notes;


 


(3)            if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the
Notes or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or
the Subsidiary Guarantees on terms at least as favorable to the Holders of Notes as those contained in the documentation governing
the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and


 


(4)            such
Indebtedness is not incurred (other than by way of a guarantee) by a Restricted Subsidiary of the Company (other than Finance Corp.)
if the Company is the issuer or other primary obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased
or refunded.


 


Notwithstanding the
preceding, any Indebtedness incurred under Credit Facilities pursuant to Section 4.09 shall be subject only to the refinancing
provision in the definition of Credit Facilities and not pursuant to the requirements set forth in the definition of Permitted
Refinancing Indebtedness.


 


“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.


 


“Prior Issue
Date” means June 24, 2014.


 






    22


     


    

 


“Purchase
Agreement” has the meaning provided in the Appendix.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.


 


“Rating Category”
means:


 


(1)            with
respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories);
and


 


(2)            with
respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories).


 


“Rating Decline”
means a decrease in the rating of the Notes by either Moody’s or S&P by one or more gradations (including gradations
within Rating Categories as well as between Rating Categories). In determining whether the rating of the Notes has decreased by
one or more gradations, gradations within Rating Categories, namely + or - for S&P, and 1, 2, and 3 for Moody’s, will
be taken into account; for example, in the case of S&P, a rating decline either from BB+ to BB or BB- to B+ will constitute
a decrease of one gradation.


 


“Registered
Exchange Offer” has the meaning provided in the Appendix.


 


“Registration
Rights Agreement” has the meaning provided in the Appendix.


 


“Regulation
S” has the meaning provided in the Appendix.


 


“Reporting
Default” means a Default described in Section 6.01(d).


 


“Repurchase
Program” means a repurchase program maintained by the General Partner from time to time for the purpose of funding compensation
expenses for its employees.


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee
having direct responsibility for the administration of this Indenture.


 


“Restricted
Global Note” has the meaning provided in the Appendix.


 


“Restricted
Investment” means an Investment other than a Permitted Investment.


 


“Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Notwithstanding
anything in this Indenture to the contrary, Finance Corp. shall be a Restricted Subsidiary of the Company.


 


“Rule 144A”
has the meaning provided in the Appendix.


 


“S&P”
refers to S&P Global Ratings, a division of S&P Global, Inc., or any successor to the rating agency business thereof.


 


“SEC”
or “Commission” means the Securities and Exchange Commission.


 






    23


     


    

 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Senior Debt”
means:


 


(1)            all
Indebtedness of the Company or any of its Restricted Subsidiaries outstanding under the Credit Agreement and all obligations under
Hedging Contracts with respect thereto;


 


(2)            any
other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture,
unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment
to the Notes or any Subsidiary Guarantee; and


 


(3)            all
Obligations with respect to the items listed in the preceding clauses (1) and (2).


 


Notwithstanding anything
to the contrary in the preceding sentence, Senior Debt will not include:


 


		(a)	any intercompany Indebtedness of the Company or any of its Restricted Subsidiaries to the Company
or any of its Affiliates; or



 


		(b)	any Indebtedness that is incurred in violation of this Indenture.



 


For the avoidance of doubt, “Senior
Debt” will not include any trade payables or Taxes owed or owing by the Company or any of its Restricted Subsidiaries.


 


“Shelf Registration
Statement” has the meaning provided in the Appendix.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Initial Issuance
Date.


 


“Slifka Group”
means (i) each of Richard Slifka, the late Alfred Slifka and Eric Slifka; (ii) the wife of any of the persons referred
to in clause (i) above; (iii) any lineal descendants of any of the persons referred to in clause (i) or (ii) above;
(iv) any guardian or other legal representative of the person or estate of any of the persons referred to in clause (i) or
(ii) above; (v) any trust of which at least one of the trustees is any of the persons referred to in clauses (i) through
(iii) above, or the principal beneficiaries of which are any one or more of the persons referred to in clauses (i) through
(iv) above; (vi) any Person which is controlled by any one or more of the Persons in clauses (i) through (v) above;
and (vii) any group (within the meaning of the Exchange Act and the rules of the Commission thereunder) that includes
one or more of the Persons described in clauses (i) through (vi) above, provided that such Persons described in clauses
(i) through (vi) above control more than 50% of the voting power of such group.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include
any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled
for the payment thereof.


 






    24


     


    

 


“Subsidiary”
means, with respect to any specified Person:


 


(1)            any
corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50%
of the total voting power of Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person (or a combination thereof); and


 


(2)            any
partnership (whether general or limited) or limited liability company (a) the sole general partner or member of which is such
Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the
only managing general partners or managing members of which are such Person or one or more Subsidiaries of such Person (or any
combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner
interests, member interests or other Voting Stock of such partnership or limited liability company, respectively.


 


“Subsidiary
Guarantee” means any guarantee by a Guarantor of the Issuers’ Obligations under this Indenture and on the Notes.


 


“Tax”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) and the rules and regulations thereunder, as in
effect on the date on which this Indenture is qualified under the TIA (except as provided in Section 9.01(i) and 9.03
hereof).


 


“Transfer
Restricted Securities” has the meaning provided in the Appendix.


 


“Treasury
Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical Release H.15 which has become publicly available
at least two Business Days prior to such time (or, if such Statistical Release is no longer published, any publicly available source
of similar market data)) most nearly equal to the period from the redemption date to January 15, 2024; provided, however,
that if such period is not equal to the constant maturity of a United States Treasury security for which a weekly average yield
is given, the Company shall obtain the Treasury Rate by linear interpolation (calculated to the nearest one-twelfth of a year)
from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period
from the redemption date to January 15, 2024 is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used. The Company will (a) calculate the Treasury
Rate no earlier than the fourth Business Day and no later than on the second Business Day preceding the applicable redemption date
(or, in the case of any redemption in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture,
on the Business Day preceding such event) and (b) prior to such redemption date file with the Trustee a written statement
setting forth the Make Whole Premium and the Treasury Rate and showing the calculation of each in reasonable detail. The Trustee
shall have no duty to calculate or verify the Treasury Rate.


 






    25


     


    

 



 


“Trustee”
means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture
and thereafter means the successor serving hereunder.


 


“Uniform Commercial
Code” means the New York Uniform Commercial Code as in effect from time to time.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company (other than Finance Corp.) that is designated by the Board of Directors
of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:


 


(1)            except
to the extent permitted by clause (2)(b) of the definition of “Permitted Business Investments,” has no Indebtedness
other than Non-Recourse Debt owing to any Person other than the Company or any of its Restricted Subsidiaries;


 


(2)            is
not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;


 


(3)            is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation
(a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition
or to cause such Person to achieve any specified levels of operating results; and


 


(4)            has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.


 


All Subsidiaries of
an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries.


 


Any designation of
a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a Board Resolution
giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding
conditions and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture
and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company will be in default
of such covenant.


 






    26


     


    

 


“Voting Stock”
of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence
of any contingency) to vote in the election of the Board of Directors of such Person.


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or preferred stock, as the case
may be, at any date, the number of years obtained by dividing:


 


(1)            the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, or similar payments
with respect to the Disqualified Stock or preferred stock, by (b) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment; by


 


(2)            the
sum of all such payments.


 


Section 1.02.     Other
Definitions.


 


	Term	Defined in Section
	
        “Alternate Offer”

        “Authentication Order”
	
        4.15

        2.02

	“Act”	11.14
	“Affiliate Transaction”	4.11
	“Appendix”	2.01
	“Asset Sale Offer”	3.09
	“Calculation Date”	1.01
	“Change of Control Offer”	4.15
	“Change of Control Payment”	4.15
	“Change of Control Settlement Date”	4.15
	“Covenant Defeasance”	8.03
	“Discharge”	8.08
	“Event of Default”	6.01
	“Excess Proceeds”	4.10
	“Incremental Funds”	4.07
	“incur”	4.09
	“Legal Defeasance”	8.02
	“Offer Amount”	3.09
	“Offer Period”	3.09
	“Paying Agent”	2.03
	“Payment Default”	6.01
	“Permitted Debt”	4.09
	“Registrar”	2.03
	“Restricted Payments”	4.07
	“Reinstatement Date”	4.17
	“Settlement Date”	3.09
	“Suspended Covenants”	4.17
	“Termination Date”	3.09
	“Trailing Four Quarters”	4.07


 






    27


     


    

 


Section 1.03.     Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture, whether or not
this Indenture is then qualified under the TIA. Any terms incorporated in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.


 


Section 1.04.     Rules of
Construction.


 


Unless the context
otherwise requires:


 


(1)            a
term has the meaning assigned to it;


 


(2)            an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3)            “or”
is not exclusive;


 


(4)            words
in the singular include the plural, and in the plural include the singular;


 


(5)            the
meanings of the words “will” and “shall” are the same when used to express an obligation;


 


(6)            references
to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or
successor sections or rules adopted by the SEC from time to time; and


 


(7)            “herein,”
 “hereof” and other words of similar import refer to this Indenture as a whole (as amended or supplemented from time
to time) and not to any particular Article, Section or other subdivision


 


ARTICLE 2

THE NOTES


 


Section 2.01.     Form and
Dating.


 


Provisions relating
to the Initial Notes and the Exchange Notes are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”)
which is hereby incorporated in and expressly made part of this Indenture. The Initial Notes and the Trustee’s certificate
of authentication therefor shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in
and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication therefor
shall be substantially in the form of Exhibit A to the Appendix, which is hereby incorporated in and expressly made a part
of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which
an Issuer is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).
Each Note shall be dated the date of its authentication. The terms of the Notes set forth in the Appendix are part of the terms
of this Indenture.


 






    28


     


    

 


Section 2.02.     Execution
and Authentication.


 


An Officer shall sign
the Notes on behalf of each Issuer by manual or facsimile signature.


 


If an Officer whose
signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.


 


A Note shall not be
valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this Indenture.


 


Upon receipt of a written
order signed by an Officer of each Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $350.0
million of 6.875% Senior Notes due 2029 on the Initial Issuance Date, and, at any time and from time to time thereafter, the Trustee
shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such Authentication Order.
Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated
and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13
after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.09.


 


The Trustee may appoint
an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent
or agent for service of notices and demands.


 


Section 2.03.     Registrar
and Paying Agent.


 


The Issuers shall maintain
an office or agency in the United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”)
and an office or agency in the United States where Notes may be presented for payment (the “Paying Agent”). The Registrar
shall keep a register of the Notes and of their transfer and exchange. The Issuers may have one or more co-registrars and one or
more additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent”
includes any additional paying agent.


 


The Issuers shall enter
into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate
the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall
notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company
or any Subsidiary may act as Paying Agent or Registrar.


 






    29


     


    

 


The Issuers initially
appoint the Trustee as Registrar and Paying Agent in connection with the Notes at the Corporate Trust Office of the Trustee. If
the Trustee is no longer the Registrar and Paying Agent, the Issuers shall provide the Trustee with access to inspect the Note
register at all times and with copies of the Note register.


 


Section 2.04.     Paying
Agent to Hold Money in Trust.


 


Prior to 10:00 a.m. New
York City time, on each due date of the principal and interest on any Note, an Issuer shall deposit with the Paying Agent a sum
sufficient to pay such principal and interest when so becoming due. The Issuers shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of any default by the
Issuers in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it
as Paying Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent to pay all money held
by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent
shall have no further liability for the money delivered to the Trustee.


 


Section 2.05.     Holder
Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If
the Trustee is not the Registrar, the Issuers shall furnish to the Trustee, in writing at least five Business Days before each
interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Holders and the principal amounts and number of Notes.


 


Section 2.06.     Transfer
and Exchange.


 


The Notes shall be
issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer. When a Note
is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer
as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When
Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations,
the Registrar shall make the exchange as requested if the same requirements are met. The Issuers may require payment of a sum sufficient
to cover any Taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section (other
than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 3.06,
4.10, 4.15 or 9.05).


 






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Section 2.07.     Replacement
Notes.


 


If a mutilated Note
is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the
Issuers shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate a replacement Note if the requirements
of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the
Trustee. If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the
Issuers and the Trustee to protect the Issuers, the Trustee, the Paying Agent and the Registrar from any loss which any of them
may suffer if a Note is replaced. The Issuers and the Trustee may charge the Holder for their expenses in replacing a Note. In
the event any such Note shall have matured, instead of issuing a new Note, the Issuers may direct the Trustee to pay the same without
surrender thereof upon the Holder furnishing the Issuers and the Trustee with indemnity or security satisfactory to them and complying
with such other reasonable regulations as the Issuers may prescribe and paying such reasonable expenses as the Issuer and the Trustee
may incur in connection therewith.


 


Every replacement Note
is an additional obligation of the Issuers.


 


Section 2.08.     Outstanding
Notes.


 


Notes outstanding at
any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and
those described in this Section as not outstanding. Except as otherwise provided in Section 11.16, a Note does not cease
to be outstanding because the Company or an Affiliate of the Company holds the Note.


 


If a Note is replaced
pursuant to Section 2.07, it ceases to be outstanding unless the Trustee, any provider of an indemnity bond and the Issuers
receive proof satisfactory to them that the replaced Note is held by a protected purchaser.


 


If the Paying Agent
segregates and holds in trust, in accordance with this Indenture, by 10:00 a.m. New York time, on a redemption date or maturity
date money sufficient to pay all principal, premium, if any, interest and Additional Interest, if any, payable on that date with
respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes
(or portions thereof) cease to be outstanding and interest and Additional Interest, if any, on them cease to accrue.


 


Section 2.09.     Temporary
Notes.


 


Until definitive Notes
are ready for delivery, the Issuers may prepare and, upon receipt of an Authentication Order, the Trustee shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuers consider
appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive
Notes and deliver them in exchange for temporary Notes.


 






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Section 2.10.     Cancellation.


 


An Issuer at any time
may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel (subject to the record retention
requirements of the Exchange Act) all Notes surrendered for registration of transfer, exchange, payment or cancellation. Upon written
request, the Trustee will deliver a certificate of such cancellation to the Issuers unless the Issuers direct the Trustee to deliver
canceled Notes to the Issuers instead. The Issuers may not issue new Notes to replace Notes they have redeemed, paid or delivered
to the Trustee for cancellation.


 


Section 2.11.     Defaulted
Interest.


 


If the Issuers default
in a payment of interest on the Notes, the Issuers shall pay defaulted interest (plus interest on such defaulted interest to the
extent lawful) in any lawful manner. The Issuers may pay the defaulted interest to the Persons who are Holders on a subsequent
special record date. The Issuers shall fix or cause to be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly send to each Holder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.


 


Section 2.12.     CUSIP
Numbers.


 


The Issuers in issuing
the Notes may use “CUSIP” numbers and corresponding “ISINs” (if then generally in use) and, if so, the
Trustee shall use “CUSIP” numbers and corresponding “ISINs” in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Issuers will notify the Trustee promptly of any change in any “CUSIP” or “ISIN” number.


 


Section 2.13.     Issuance
of Additional Notes.


 


The Issuers shall be
entitled, subject to their compliance with Section 4.09, to issue Additional Notes under this Indenture which shall have identical
terms as the Initial Notes issued on the Initial Issuance Date, other than with respect to the date of issuance, the issue price
and the date from which interest begins to accrue. The Initial Notes issued on the Initial Issuance Date, any Additional Notes
and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including,
without limitation, waivers, consents, directions, declarations, amendments, redemptions and offers to purchase.


 


With respect to any
Additional Notes, the Issuers shall set forth in an Officers’ Certificate, which shall be delivered to the Trustee, the following
information:


 


(1)            the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;


 






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(2)            the
issue price, the issue date and the CUSIP number and any corresponding ISIN of such Additional Notes; provided, however, that no
Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount”
within the meaning of Section 1273 of the Code; and


 


(3)            whether
such Additional Notes shall be Transfer Restricted Securities and issued in the form of Initial Notes as set forth in Exhibit 1
to the Appendix to this Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit A to the Appendix.


 


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


Section 3.01.     Notices
to Trustee.


 


If the Issuers elect
to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, they shall furnish to the Trustee,
at least five Business Days (unless a shorter period shall be agreeable to the Trustee) before the date of giving notice of the
redemption pursuant to Section 3.03, an Officers’ Certificate setting forth (i) the clause of Section 3.07
pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed,
(iv) the redemption price, and (v) whether it requests the Trustee to give notice of such redemption. Any such notice
may be cancelled at any time prior to the sending of notice of such redemption to any Holder and shall thereby be void and of no
effect.


 


Section 3.02.     Selection
of Notes to be Redeemed.


 


If less than all of
the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes as follows:
(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national
securities exchange on which the Notes are listed; or (2) if the Notes are not listed on any national securities exchange,
on a pro rata basis (except that any Notes represented by a Global Note will be redeemed by
such method as the Depository may require). In the event of partial redemption other than on a pro rata basis, the particular
Notes to be redeemed shall be selected, not less than three (3) Business Days (unless a shorter period shall be agreeable
to the Trustee) prior to the giving of notice of the redemption pursuant to Section 3.03, by the Trustee from the outstanding
Notes not previously called for redemption.


 


The Trustee shall promptly
notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption,
the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or integral multiples
of $1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of
Notes held by such Holder, even if not $2,000 or a multiple of $1,000, shall be redeemed. Provisions of this Indenture that apply
to Notes called for redemption also apply to portions of Notes called for redemption.


 


The provisions of the
immediately preceding paragraph of this Section 3.02 shall not apply with respect to any redemption affecting only a Global
Note, whether such Global Note is to be redeemed in whole or in part. In case of any such redemption in part, the unredeemed portion
of the principal amount of the Global Note shall be in an authorized denomination.


 






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Section 3.03.     Notice
of Redemption.


 


At least 15 days but
not more than 60 days before a redemption date, the Issuers shall prepare and send, or cause to be sent, a notice of redemption
to each Holder whose Notes are to be redeemed at its registered address (with a copy to the Trustee), except that redemption notices
may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a Legal Defeasance, Covenant
Defeasance or Discharge.


 


The notice shall identify
the Notes to be redeemed and shall state:


 


(a)            the
redemption date;


 


(b)            the
redemption price or, if the redemption price is not then determinable, the manner in which it is to be determined;


 


(c)            if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in a principal amount equal to the unredeemed portion shall be issued in
the name of the Holder upon cancellation of the original Note;


 


(d)            the
name and address of the Paying Agent;


 


(e)            that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(f)            that,
unless the Issuers default in making such redemption payment, subject to the satisfaction of any conditions precedent to such redemption
set forth in such redemption notice, interest and Additional Interest, if any, on Notes called for redemption cease to accrue on
and after the redemption date and the only remaining right of the Holders of such Notes is to receive payment of the redemption
price upon surrender to the Paying Agent of the Notes redeemed;


 


(g)            the
paragraph of the Notes or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;


 


(h)            any
conditions precedent to such redemption; and


 


(i)            that
no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed
on the Notes.


 


If any of the Notes
to be redeemed is in the form of a Global Note, then the Issuers shall modify such notice to the extent necessary to accord with
the procedures of the Depository applicable to redemption.


 






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At the Issuers’
request, the Trustee shall give the notice of optional redemption in the Issuers’ names and at their expense; provided, however,
that the Issuers shall have delivered to the Trustee, as provided in Section 3.01, an Officers’ Certificate requesting
that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the second preceding
paragraph.


 


Section 3.04.     Effect
of Notice of Redemption.


 


Once notice of redemption
is sent in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable (subject to
the immediately succeeding sentence) on the redemption date at the redemption price. A redemption may, at the Company’s discretion,
be subject to one or more conditions precedent, including any related Equity Offering. If such redemption is subject to the satisfaction
of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that,
in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied
or waived (provided that in no event shall such redemption date be delayed to a date later than 60 days after the date on
which such notice was sent), or such redemption may not occur and such notice may be rescinded in the event that any or all such
conditions shall not have been satisfied or waived by redemption date, or by the redemption date as so delayed. If sent in the
manner provided for in Section 3.03, the notice of redemption shall be conclusively presumed to have been given whether or
not a Holder receives such notice. Failure to give timely notice or any defect in the notice shall not affect the validity of the
redemption.


 


Section 3.05.     Deposit
of Redemption Price.


 


Prior to 10:00 a.m.,
New York City time, on the redemption date, the Issuers shall deposit with the Paying Agent (or, if the Company or a Subsidiary
thereof is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04 hereof) money sufficient
in same day funds to pay the redemption price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed
on that date. The Paying Agent shall promptly return to the Issuers any money deposited with the Paying Agent by an Issuer in excess
of the amounts necessary to pay the redemption price of and accrued interest and Additional Interest, if any, on all Notes to be
redeemed.


 


If the Issuers comply
with the provisions of the preceding paragraph, on and after the redemption date, interest and Additional Interest, if any, shall
cease to accrue on the Notes or the portions of Notes called for redemption whether or not such Notes are presented for payment,
and the only remaining right of the Holders of such Notes shall be to receive payment of the redemption price upon surrender to
the Paying Agent of the Notes redeemed. If any Note called for redemption shall not be so paid upon surrender for redemption because
of the failure of an Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful, on any interest and Additional Interest, if any, not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.


 






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Section 3.06.     Notes
Redeemed in Part.


 


Upon surrender of a
Note that is redeemed in part, the Issuers shall issue in the name of the Holder and, upon receipt of an Authentication Order,
the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed
portion of the Note surrendered.


 


Section 3.07.     Optional
Redemption.


 


(a)            Except
as set forth in clauses (b), (c) and (d) of this Section 3.07, the Issuers shall not have the option to redeem the
Notes pursuant to this Section 3.07 prior to January 15, 2024. On or after January 15, 2024, the Issuers may on
one or more occasions redeem all or part of the Notes at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed to the applicable redemption
date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on
or prior to the redemption date), if redeemed during the twelve-month period beginning on January 15 of the years indicated
below:


 


	YEAR	 	PERCENTAGE	 
	2024	 	 	103.438	%
	2025	 	 	102.292	%
	2026	 	 	101.146	%
	2027 and thereafter	 	 	100.000	%



 


(b)            Notwithstanding
the provisions of clause (a) of this Section 3.07, at any time prior to October 15, 2023, the Issuers may on
any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under
this Indenture at a redemption price of 106.875% of the principal amount, plus accrued and unpaid interest and Additional Interest,
if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on an interest
payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity
Offerings, provided that:


 


(1)            at
least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture remains outstanding
immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries); and


 


(2)            the
redemption occurs within 180 days of the date of the closing of each such Equity Offering.


 


(c)            Prior
to January 15, 2024, the Issuers may on any one or more occasions redeem all or part of the Notes at a redemption price equal
to the sum of:


 


(1)            the
principal amount thereof, plus


 


(2)            the
Make Whole Premium,


 






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plus accrued and unpaid interest and Additional
Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on
an interest payment date that is on or prior to the redemption date).


 


(d)            The
Notes may also be redeemed, as a whole, following certain Change of Control Offer or Alternate Offers, at the redemption price
and subject to the conditions set forth in Section 4.15(6).


 


(e)            Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06
hereof.


 


Section 3.08.     Mandatory
Redemption; Open Market Purchases.


 


Except as set forth
under Sections 4.10 and 4.15 hereof, neither of the Issuers is required to make mandatory redemption or sinking fund payments with
respect to the Notes or to repurchase the Notes at the option of the Holders.


 


The Company may acquire
Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in
accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of this Indenture.


 


Section 3.09.     Offer
to Purchase by Application of Excess Proceeds.


 


In the event that,
pursuant to Section 4.10 hereof, the Company shall be required to commence an offer to all Holders to purchase Notes (an “Asset
Sale Offer”), it shall follow the procedures specified below.


 


The Asset Sale Offer
shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer
period is required by Applicable Law (the “Offer Period”). No later than five Business Days after the termination of
the Offer Period (the “Settlement Date”), the Company shall purchase and pay for the principal amount of Notes required
to be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been
validly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale
Offer. Payment for any Notes so purchased shall be made in the manner prescribed in the Notes.


 


Upon the commencement
of an Asset Sale Offer, the Company shall send a notice to each of the Holders, with a copy to the Trustee. The notice shall contain
all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale
Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:


 


(a)            that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset
Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”);


 


(b)            the
Offer Amount and the purchase price;


 






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(c)            that
any Note not tendered or accepted for payment shall continue to accrue interest and Additional Interest, if any;


 


(d)            that,
unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest and Additional Interest, if any, after the Settlement Date;


 


(e)            that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note purchased and
may not elect to have only a portion of such Note purchased;


 


(f)            that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company or a Paying Agent
at the address specified in the notice, before the Termination Date;


 


(g)            that
Holders shall be entitled to withdraw their election if the Company or the Paying Agent, as the case may be, receives, prior to
the Termination Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note
the Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased;


 


(h)            that,
if the aggregate principal amount of Notes surrendered by Holders, and Pari Passu Indebtedness surrendered by holders or lenders,
collectively, exceeds the amount the Company is required to repurchase, the Trustee shall select the Notes and Pari Passu Indebtedness
to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness
(with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples
of $1,000 in excess of $2,000, shall be purchased); and


 


(i)            that
Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer).


 


If any of the Notes
subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary
to accord with the procedures of the Depository applicable to repurchases.


 


Promptly after the
Termination Date, the Company shall, to the extent lawful, accept for payment Notes or portions thereof tendered pursuant to the
Asset Sale Offer in the aggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall
deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by
the Company in accordance with the terms of this Section 3.09 and Section 4.10. Prior to 10:00 a.m., New York City time,
on the Settlement Date, the Company or the Paying Agent, as the case may be, shall mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company
shall issue a new Note, and, upon receipt of an Authentication Order, the Trustee shall authenticate and mail or deliver such new
Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset
Sale Offer on or before the Settlement Date.


 






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ARTICLE 4

COVENANTS


 


Section 4.01.     Payment
of Notes.


 


The Issuers shall pay
or cause to be paid the principal of, premium, if any, interest and Additional Interest, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, interest and Additional Interest, if any, shall be considered
paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m., New York City
time, on the due date money deposited by an Issuer or a Guarantor in immediately available funds and designated for and sufficient
to pay all principal, premium, if any, interest and Additional Interest, if any, then due.


 


The Issuers shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
at the rate equal to the interest rate on the Notes to the extent lawful; and they shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without
regard to any applicable grace period), at the same rate to the extent lawful.


 


The Issuers shall notify
the Trustee of the amounts and payment dates of any Additional Interest that may become payable under any Registration Rights Agreement.


 


Section 4.02.     Maintenance
of Office or Agency.


 


The Issuers shall maintain
an office or agency (which may be an office of the Trustee or an affiliate of the Trustee) in the United States where Notes may
be presented or surrendered for payment and they shall maintain an office or agency in the United States (which may be an office
of the Trustee or an affiliate of the Trustee) where Notes may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give
prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time
the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


The Issuers may also
from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Issuers shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency.


 


The Issuers hereby
designate the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03.


 






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Section 4.03.     Reports.


 


(a)            Whether
or not required by the Commission, so long as any Notes are outstanding, the Company will furnish (whether through hard copy or
internet access) to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of Notes, within the time
periods specified in the Commission’s rules and regulations:


 


(1)            all
quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to
be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including
a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to
the annual information only, a report on the annual financial statements by the Company’s certified independent accountants;
and


 


(2)            all
current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such
reports.


 


(b)            The
Company will be deemed to have furnished each report required by paragraph (a) of this Section 4.03 to the Trustee and
the Holders and Beneficial Owners of the Notes if it has filed such report with the Commission using the EDGAR filing system (or
any successor system) and such report is publicly available. The Trustee shall have no responsibility to determine whether such
filings have been made.


 


(c)            If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and
annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of
Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.


 


(d)            Any
and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any information or report required
by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03)
upon furnishing or filing such information or report as contemplated by this Section 4.03 (but without regard to the date
on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of
the Holders under Article 6 if principal, premium, if any, and interest have been accelerated in accordance with the terms
of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.


 


(e)            Delivery
of reports, information and documents to the Trustee under this Section is for informational purposes only, and the Trustee’s
receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from the
information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which
the Trustee is entitled to certificates as set forth in this Indenture). The Trustee shall not be obligated to monitor or confirm,
on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents
filed with the SEC or EDGAR or any website under this Indenture, or participate in any conference calls.


 






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(f)            In
addition, the Company and the Guarantors shall, for so long as any Notes remain outstanding, furnish to the Holders and Beneficial
Owners of the Notes and to securities analysts and prospective investors in the Notes, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


Section 4.04.     Compliance
Certificate.


 


(a)            The
Issuers shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after December 31, 2020, an
Officers’ Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions
of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto).


 


(b)            The
Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer of the General Partner
or Finance Corp. becoming aware of any Default or Event of Default, a statement specifying such Default or Event of Default.


 


Section 4.05.     Taxes.


 


The Company shall pay,
and shall cause each of its Subsidiaries to pay, prior to delinquency, all material Taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse
in any material respect to the Holders of the Notes.


 


Section 4.06.     Stay,
Extension and Usury Laws.


 


Each of the Issuers
and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any
time hereafter in force, that may affect the covenants or the performance of this Indenture; and Issuers and the Guarantors (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has been enacted.


 






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Section 4.07.     Limitation
on Restricted Payments.


 


The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(1)            declare
or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’
Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company or payable to the Company or a Restricted Subsidiary of the Company);


 


(2)            purchase,
redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;


 


(3)            make
any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that
is subordinated to the Notes or the Subsidiary Guarantees (excluding any intercompany Indebtedness between or among the Company
and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof or within six
months of the final Stated Maturity thereof; or


 


(4)            make
any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being
collectively referred to as “Restricted Payments”),


 


unless, at the time of and after giving
effect to such Restricted Payment, no Default (except a Reporting Default) or Event of Default has occurred and is continuing or
would occur as a consequence of such Restricted Payment and either:


 


(1)            if
the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial
statements are available at the time of such Restricted Payment (the “Trailing Four Quarters”) is not less than 1.75
to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its
Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6) and (7) of the next
succeeding paragraph) with respect to the quarter for which such Restricted Payment is made, is less than the sum, without duplication,
of:


 


(a)            Available
Cash from Distributable Cash Flow as of the end of the immediately preceding fiscal quarter, plus


 






    42


     


    

 


(b)            100%
of the aggregate net cash proceeds received by the Company, or the fair market value of any Permitted Business or long-term assets
that are used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests of the Company (other
than Disqualified Stock), after the Prior Issue Date as a contribution to its common equity capital or from the issue or sale of
Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified
Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity
Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Company),
plus


 


(c)            to
the extent that any Restricted Investment that was made after the Prior Issue Date is sold for cash or otherwise liquidated or
repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any),
plus


 


(d)            the
net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers of assets
in each case to the Company or any of its Restricted Subsidiaries from any Person (including, without limitation, Unrestricted
Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries to the extent such amounts have not
been included in Available Cash from Distributable Cash Flow for any period commencing on or after the Prior Issue Date (items
(b), (c) and (d) being referred to as “Incremental Funds”), minus


 


(e)            the
aggregate amount of Incremental Funds previously expended pursuant to this clause (1) and clause (2) below; or


 


(2)            if
the Fixed Charge Coverage Ratio for the Trailing Four Quarters is less than 1.75 to 1.0, such Restricted Payment, together with
the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries (excluding Restricted
Payments permitted by clauses (2), (3), (4), (5), (6) and (7) of the next succeeding paragraph) with respect to the quarter
for which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning only distributions
on the Company’s common units, preferred units, subordinated units, or incentive distribution rights, plus the related distribution
to the General Partner), is less than the sum, without duplication, of:


 


(a)            $100.0
million less the aggregate amount of all prior Restricted Payments made by the Company and its Restricted Subsidiaries pursuant
to this clause (2)(a) since the Prior Issue Date, plus


 


(b)            Incremental
Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above.


 






    43


     


    

 


The preceding provisions
will not prohibit:


 


(1)            the
payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration the payment
would have complied with the provisions of this Indenture;


 


(2)            the
purchase, redemption, defeasance or other acquisition or retirement of any subordinated Indebtedness of the Company or any Guarantor
or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent (a) contribution
(other than from a Restricted Subsidiary of the Company) to the equity capital of the Company or (b) sale (other than to a
Restricted Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock), with a sale being deemed
substantially concurrent if such purchase, redemption, defeasance or other acquisition or retirement occurs not more than 120 days
after such sale; provided, however, that the amount of any such net cash proceeds that are utilized for any such purchase, redemption,
defeasance or other acquisition or retirement will be excluded (or deducted, if included) from the calculation of Available Cash
from Distributable Cash Flow and Incremental Funds;


 


(3)            the
purchase, redemption, defeasance or other acquisition or retirement of subordinated Indebtedness of the Company or any Guarantor
with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness;


 


(4)            the
payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro
rata basis or a basis more favorable to the Company;


 


(5)            so
long as no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would be caused thereby,
the purchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted
Subsidiary of the Company pursuant to any director or employee equity subscription agreement or equity option agreement or other
employee benefit plan or to satisfy obligations under any Equity Interests appreciation rights or option plan or similar arrangement,
including the Repurchase Program of Global GP LLC; provided, however, that the aggregate price paid for all such purchased, redeemed,
acquired or retired Equity Interests may not exceed $10.0 million in any calendar year, with any portion of such $10.0 million
amount that is unused in any calendar year to be carried forward to successive calendar years and added to such amount;


 


(6)            the
purchase, redemption or other acquisition or retirement for value of Equity Interests deemed to occur upon the exercise of unit
options, warrants, incentives, rights to acquire Equity Interests or other convertible securities if such Equity Interests represent
a portion of the exercise or exchange price thereof, and any purchase, repurchase, redemption or other acquisition or retirement
for value of Equity Interests made in lieu of withholding Taxes in connection with any exercise or exchange of unit options, warrants,
incentives or rights to acquire Equity Interests; or


 






    44


     


    

 


(7)            any
purchase, redemption, defeasance or other acquisition or retirement for value of any subordinated Indebtedness (i) at a purchase
price not greater than 101% of the principal amount of such subordinated Indebtedness plus accrued interest in accordance with
provisions similar to Section 4.15 or (ii) at a purchase price not greater than 100% of the principal amount thereof
plus accrued interest in accordance with provisions similar to Section 4.10; provided that, prior to or simultaneously with
such purchase, redemption, defeasance or other acquisition or retirement for value, the Company shall have complied with Section 4.15
or Section 4.10 of this Indenture, as the case may be, and repurchased all Notes validly tendered and accepted for payment
in connection with the Change of Control Offer or Asset Sale Offer, as the case may be.


 


The amount of all Restricted
Payments (other than cash) will be the fair market value on the date of the Restricted Payment proposed to be made of the securities
or other assets proposed to be issued or transferred by the Company or any of its Restricted Subsidiaries, as the case may be,
pursuant to the Restricted Payment, except that the fair market value of any non-cash dividend made within 60 days after the date
of declaration shall be determined as of such date of declaration. The fair market value of any Restricted Investment, securities
or other assets that are required to be valued by this Section 4.07 will be determined in the manner prescribed by the definition
of such term.


 


Section 4.08.     Limitation
on Dividend and Other Payment Restrictions Affecting Subsidiaries.


 


The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(1)            pay
dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or pay any
Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries; provided that the priority that any
series of preferred securities of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions
before dividends, distributions or liquidating distributions are paid in respect of common equity of such Restricted Subsidiary
shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant;


 


(2)            make
loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or
advances made to the Company or any other Restricted Subsidiary to other Indebtedness incurred by the Company or any other Restricted
Subsidiary will not be deemed a restriction on the ability to make loans or advances); or


 


(3)            transfer
any of its properties or assets to the Company or any of its Restricted Subsidiaries.


 






    45


     


    

 



 


However, the preceding
restrictions of this Section 4.08 will not apply to encumbrances or restrictions existing under or by reason of:


 


(1)           agreements
as in effect on the Initial Issuance Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of those agreements or the Indebtedness to which they relate, provided that the amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole,
with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the Initial
Issuance Date;


 


(2)           this
Indenture, the Notes and the Subsidiary Guarantees;


 


(3)           Applicable
Law;


 


(4)           any
instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as
in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with
or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred;


 


(5)           customary
non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses,
easements or leases, in each case entered into in the ordinary course of business and consistent with past practices;


 


(6)           Finance
Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course
of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;


 


(7)           any
agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted
Subsidiary pending its sale or other disposition;


 


(8)           Permitted
Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness
are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;


 


(9)           Liens
securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the
debtor to dispose of the assets subject to such Liens;


 






    	 	46	 



     


    

 


(10)         provisions
with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock
sale agreements and other similar agreements entered into in the ordinary course of business;


 


(11)         any
agreement or instrument relating to any property or assets acquired after the Initial Issuance Date, so long as such encumbrance
or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;


 


(12)         restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(13)         the
issuance of preferred securities by a Restricted Subsidiary of the Company or the payment of dividends thereon in accordance with
the terms thereof; provided that issuance of such preferred securities is permitted pursuant to Section 4.09 and the terms
of such preferred securities do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any
other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred
securities prior to paying any dividends or making any other distributions on such other Capital Stock);


 


(14)         with
respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement
pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of
a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Company
determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or
interest payments on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall
be conclusive; and


 


(15)         any
other agreement governing Indebtedness or Disqualified Stock of the Company or any Guarantor that is permitted to be incurred by
Section 4.09; provided, however, that such encumbrances or restrictions are not materially more restrictive, taken as a whole,
than those contained in this Indenture or the Credit Agreement as it exists on the Initial Issuance Date.


 


Section 4.09.     Limitation
on Incurrence of Indebtedness and Issuance of Preferred Stock.


 


The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), the Company will not, and will not permit any of its Restricted Subsidiaries to, issue any Disqualified
Stock, and the Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to issue any preferred stock;
provided, however, that the Company and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or
issue Disqualified Stock and any Restricted Subsidiary that is not a Guarantor may issue preferred stock, if, for the Company’s
most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date
on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, the Fixed Charge Coverage
Ratio would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or preferred stock had been issued, as the
case may be, at the beginning of such four-quarter period.


 






    	 	47	 



     


    

 


The first paragraph
of this Section 4.09 will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted
Debt”) or the issuance of any preferred securities described below:


 


(1)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness under one or more Credit Facilities, provided that,
after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) (with
letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Subsidiaries
thereunder) and then outstanding does not exceed the greater of (a) $1.6 billion and (b) the sum of the Company’s
Borrowing Base at the time of determination and $850.0 million;


 


(2)           the
incurrence by the Company or its Restricted Subsidiaries of the Existing Indebtedness;


 


(3)           the
incurrence by the Issuers and the Guarantors of Indebtedness represented by (a) the Notes issued and sold on the Initial Issuance
Date and the related Subsidiary Guarantees and (b) the Exchange Notes and the related Subsidiary Guarantees issued pursuant
to any Registration Rights Agreement;


 


(4)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Finance Lease Obligations, mortgage
financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price
or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary,
including all Permitted Refinancing Indebtedness incurred to extend, refinance, renew, replace, defease or refund any Indebtedness
incurred pursuant to this clause (4), provided that after giving effect to any such incurrence, the principal amount of all Indebtedness
incurred pursuant to this clause (4) and then outstanding does not exceed the greater of (a) $150.0 million or (b) 7.5%
of the Company’s Consolidated Net Tangible Assets at such time;


 


(5)           the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to, extend, refinance, renew, replace, defease or refund Indebtedness that was permitted by this Indenture
to be incurred under the first paragraph of this Section 4.09 or clause (2), (3) or (12) of this paragraph or this clause
(5);


 






    	 	48	 



     


    

 


(6)          the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries; provided, however, that:


 


(a)            if
the Company is the obligor on such Indebtedness and a Guarantor is not the obligee, such Indebtedness must be expressly subordinated
to the prior payment in full in cash of all Obligations with respect to the Notes, or if a Guarantor is the obligor on such Indebtedness
and neither the Company nor another Guarantor is the obligee, such Indebtedness must be expressly subordinated to the prior payment
in full in cash of all Obligations with respect to the Subsidiary Guarantee of such Guarantor; and


 


(b)            (i) any
subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the
Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person
that is neither the Company nor a Restricted Subsidiary of the Company will be deemed, in each case, to constitute an incurrence
of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);


 


(7)          the
incurrence by the Company or any of its Restricted Subsidiaries of obligations under Hedging Contracts;


 


(8)          the
guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any of its Restricted Subsidiaries
that was permitted to be incurred by another provision of this Section 4.09;


 


(9)          the
incurrence by the Company or any of its Restricted Subsidiaries of obligations relating to net Hydrocarbon balancing positions
arising in the ordinary course of business and consistent with past practice;


 


(10)        the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of bid, performance, surety and similar
bonds issued for the account of the Company and any of its Restricted Subsidiaries in the ordinary course of business, including
guarantees and obligations of the Company or any of its Restricted Subsidiaries with respect to letters of credit supporting such
obligations (in each case other than an obligation for money borrowed);


 


(11)        the
issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of any preferred
securities; provided, however, that:


 


(a)            any
subsequent issuance or transfer of Equity Interests that results in any such preferred securities being held by a Person other
than the Company or a Restricted Subsidiary of the Company; and


 


(b)            any
sale or other transfer of any such preferred securities to a Person that is not either the Company or a Restricted Subsidiary of
the Company


 






    	 	49	 



     


    

 


shall be deemed, in each case,
to constitute an issuance of such preferred securities by such Restricted Subsidiary that was not permitted by this clause (11);


 


(12)         the
incurrence by the Company or any of its Restricted Subsidiaries of Acquired Debt in connection with a merger or consolidation meeting
either one of the financial tests set forth in clause (d) of Section 5.01; and


 


(13)         the
incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness or the issuance by the Company or any
of its Restricted Subsidiaries of Disqualified Stock, provided that, after giving effect to any such incurrence or issuance, the
aggregate principal amount of all Indebtedness incurred and Disqualified Stock issued under this clause (13) and then outstanding
does not exceed the greater of (a) $100.0 million or (b) 6.0% of the Company’s Consolidated Net Tangible Assets.


 


For purposes of determining
compliance with this Section 4.09, in the event that an item of Indebtedness (including Acquired Debt) meets the criteria
of more than one of the categories of Permitted Debt described in clauses (1) through (13) above, or is entitled to be incurred
pursuant to the first paragraph of this Section 4.09, the Company will be permitted to classify (or later classify or reclassify
in whole or in part in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.09.
Notwithstanding the foregoing, any Indebtedness outstanding under the Credit Agreement on the Initial Issuance Date (after giving
effect to the application of the proceeds of the offering of the Initial Notes and the redemption of the Company’s 7.00%
senior notes due 2023) shall be considered incurred under clause (1) of Permitted Debt.


 


The accrual of interest,
the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional
shares or units of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness
or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.09, provided, in each such case, that
the amount thereof is included in Fixed Charges of the Company as accrued to the extent required by the definition of such term.
Further, the accounting reclassification of any obligation of the Company or any of its Restricted Subsidiaries as Indebtedness
will not be deemed an incurrence of Indebtedness for purposes of this Section 4.09.


 


Section 4.10.     Limitation
on Asset Sales.


 


The Company will not,
and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


 


(1)           the
Company (or a Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to
the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and


 






    	 	50	 



     


    

 


(2)          at
least 75% of the aggregate consideration received by the Company and its Restricted Subsidiaries in the Asset Sale and all other
Asset Sales since June 4, 2015 is in the form of cash. For purposes of this provision, each of the following will be deemed
to be cash:


 


(a)            any
liabilities, as shown on the Company’s or any Restricted Subsidiary’s most recent balance sheet, of the Company or
such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes
or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a novation agreement that releases
the Company or such Restricted Subsidiary from further liability;


 


(b)            any
securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are, within
180 days after the Asset Sale, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received
in that conversion;


 


(c)            any
Capital Stock or assets of the kind referred to in clauses (II), (IV) or (V) of the following paragraph; and


 


(d)            any
Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having a fair
market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (d), not to exceed
5.0% of the Company’s Consolidated Net Tangible Assets (with the fair market value of each item of Designated Non-cash Consideration
being measured at the time received and without giving effect to subsequent changes in value).


 


Within 360 days after
the receipt of any Net Proceeds from an Asset Sale (or within 180 days after such 360-day period in the event the Company or any
Restricted Subsidiary enters into a binding commitment with respect to such application within such 360-day period), the Company
or any Restricted Subsidiary may apply those Net Proceeds at its option to any combination of the following:


 


(I)           to
repay, redeem, repurchase or otherwise retire Senior Debt, including Notes;


 


(II)          to
acquire all or substantially all of the properties or assets of a Person primarily engaged in a Permitted Business;


 


(III)         to
acquire any Capital Stock of a Person primarily engaged in a Permitted Business if, after giving effect to any such acquisition
of Capital Stock, such Person is or becomes a Restricted Subsidiary of the Company;


 


(IV)         to
make capital expenditures; or


 


(V)          to
acquire other long-term assets that are used or useful in a Permitted Business.


 


Pending the final application
of any Net Proceeds, the Company or any Restricted Subsidiary may invest the Net Proceeds in any manner that is not prohibited
by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will
constitute “Excess Proceeds.”


 






    	 	51	 



     


    

 


On the 361st day after
the Asset Sale (or, at the Company’s option, any earlier date or, as provided above, on the 541st day after the Asset Sale),
if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company will make an Asset Sale Offer to all Holders
of Notes, and to all holders of Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and
such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be
equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the Settlement Date, subject to the right of
Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the Settlement Date,
and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted
Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal
amount of Notes and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the respective
aggregate amount of Notes and such Pari Passu Indebtedness to be purchased shall be determined on a pro rata basis, and the Trustee
shall select the Notes to be purchased in such aggregate amount on a pro rata basis as set forth in Section 3.09(h) of
the Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.


 


The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To
the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the
Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations
under the provisions of this Section 4.10 by virtue of such conflict.


 


Section 4.11.     Limitation
on Transactions with Affiliates.


 


The Company will not,
and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of
any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless:


 


(1)           the
Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or,
if in the good faith judgment of the Board of Directors of the Company, no comparable transaction is available with which to compare
such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or the relevant Restricted Subsidiary from
a financial point of view; and


 






    	 	52	 



     


    

 


(2)          the
Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $20.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’
Certificate certifying that such Affiliate Transaction or series of Affiliate Transactions complies with this Section 4.11
and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested
members of the Board of Directors of the Company.


 


The following items
will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of
this Section 4.11:


 


(1)           any
employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business;


 


(2)           transactions
between or among any of the Company and its Restricted Subsidiaries;


 


(3)           transactions
with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns an Equity
Interest in such Person;


 


(4)           transactions
effected in accordance with the terms of agreements that are identified in the Company’s most recent Annual Report on Form 10-K
under the heading “Certain Relationships and Related Transactions, and Director Independence,” in each case as such
agreements are in effect on the Initial Issuance Date, and any amendment or replacement of any of such agreements so long as such
amendment or replacement agreement is no less advantageous to the Company and its Restricted Subsidiaries in any material respect
than the agreement so amended or replaced;


 


(5)           customary
compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted
Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’
and directors’ liability insurance;


 


(6)           any
issuance of Equity Interests (other than Disqualified Stock) to, or receipt of capital contributions from, Affiliates of the Company;


 


(7)           Permitted
Investments or Restricted Payments that are permitted by Section 4.07;


 


(8)           payments
to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on
the Initial Issuance Date and as it may be amended, modified or supplemented from time to time, provided that any such amendment,
modification or supplement relating to reimbursement of the General Partner for expenses is not less favorable to the Company and
its Restricted Subsidiaries in any material respect than the relevant provision of the Partnership Agreement prior to such amendment,
modification or supplement;


 






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(9)           in
the case of contracts for the purchase or sale of refined petroleum products or other Hydrocarbons or activities or services reasonably
related thereto, or other operational contracts, any such contracts that are (a) entered into in the ordinary course of business
on terms substantially similar to those contained in similar contracts entered into by the Company or any of its Restricted Subsidiaries
with third parties or (b) otherwise on terms not materially less favorable to the Company and its Restricted Subsidiaries
than those that would be available in a transaction with an unrelated third party; and


 


(10)         any
Affiliate Transaction with a Person in its capacity as a holder of Indebtedness or Capital Stock of the Company or any Restricted
Subsidiary of the Company; provided that such Person is treated no more favorably than the other holders of Indebtedness or Capital
Stock of the Company or such Restricted Subsidiary, as reasonably determined by the Board of Directors of the Company.


 


Section 4.12.     Limitation
on Liens.


 


The Company will not
and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become
effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned
or hereafter acquired, unless the Notes or any Subsidiary Guarantee of such Restricted Subsidiary, as applicable, is secured on
an equal and ratable basis with (or on a senior basis to, in the case of obligations subordinated in right of payment to the Notes
or such Subsidiary Guarantee, as the case may be) the obligations so secured until such time as such obligations are no longer
secured by a Lien.


 


Section 4.13.     Additional
Subsidiary Guarantees.


 


If, after the Initial
Issuance Date, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any Indebtedness of either of
the Issuers or any Guarantor, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under the Credit Agreement
or any other Credit Facility of the Company, then in either case that Subsidiary will become a Guarantor by executing a supplemental
indenture substantially in the form of Annex A hereto and delivering it to the Trustee within 20 Business Days of the date on which
it guaranteed or incurred such Indebtedness, as the case may be. Any such Subsidiary Guarantee shall be subject to release pursuant
to Section 10.04.


 


Section 4.14.     Corporate
Existence.


 


Except as otherwise
permitted pursuant to the terms hereof (including consolidation and merger permitted by Section 5.01), the Company shall do
or cause to be done all things necessary to preserve and keep in full force and effect its partnership existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; provided, however, that the Company
shall not be required to preserve the existence of any of its Restricted Subsidiaries (except Finance Corp.) if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders of the Notes.


 






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Section 4.15.     Offer
to Repurchase Upon Change of Control Triggering Event.


 


(1)          Within
30 days following the occurrence of a Change of Control Triggering Event, unless the Issuers have previously or concurrently exercised
their right to redeem all of the Notes pursuant to Section 3.07, the Company shall make a cash tender offer (a “Change
of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000)
of each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to at least 101% of
the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes
repurchased to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders on
the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement
Date. No later than 30 days following any Change of Control Triggering Event, unless the Issuers have previously or concurrently
exercised their right to redeem all of the Notes pursuant to Section 3.07, the Company shall send a notice of the Change of
Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control Triggering
Event and stating:


 


(a)            that
the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not validly
withdrawn will be accepted for payment;


 


(b)            the
purchase price and the Change of Control Settlement Date, which shall be no earlier than 30 days but no later than 60 days from
the date such notice is sent;


 


(c)            that
the Change of Control Offer will expire as of the time specified in such notice and that the Company shall pay the Change of Control
Purchase Price for all Notes accepted for purchase promptly thereafter on the Change of Control Settlement Date;


 


(d)            that
any Note not tendered will continue to accrue interest and Additional Interest, if any;


 


(e)            that,
unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Settlement Date;


 


(f)             that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly
endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes
completed and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the
notice prior to the termination of the Change of Control Offer;


 






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(g)            that
Holders will be entitled to withdraw their election if the Paying Agent receives, prior to the termination of the Change of Control
Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase,
and a statement that such Holder is withdrawing its election to have the Notes purchased; and


 


(h)            that
Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000
in excess of $2,000.


 


If any of the Notes subject to
a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such
provisions by virtue of such conflict.


 


(2)          On
or before the Change of Control Settlement Date, the Company shall, to the extent lawful, accept for payment all Notes or portions
thereof (in minimum denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000) properly tendered (and not
validly withdrawn) pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date the Company
shall:


 


(a)            deposit
with the Paying Agent by 10:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes
or portions of Notes properly tendered (and not validly withdrawn); and


 


(b)            deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased by the Company.


 


On the Change of Control Settlement
Date, the Paying Agent shall mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if
all the Notes are then in global form, make such payment through the facilities of the Depository) and, upon receipt of an Authentication
Order, the Trustee shall authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal
amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date.


 






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(3)           The
Change of Control Triggering Event provisions of this Section 4.15 shall be applicable whether or nor any other provisions
of this Indenture are applicable.


 


(4)           Prior
to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Settlement
Date, the Company or any Guarantor must either repay all of its other outstanding Senior Debt or obtain the requisite consents,
if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 4.15.


 


(5)           The
Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (a) a third party
makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this
Section 4.15 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not
withdrawn under the Change of Control Offer or (b) in connection with, or in contemplation of, any publicly announced Change
of Control Triggering Event, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any
and all Notes properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all such
Notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary contained
in this Indenture, a Change of Control Offer by the Company or a third party may be made in advance of a Change of Control Triggering
Event, conditioned upon the consummation of such Change of Control Triggering Event, if a definitive agreement is in place for
the Change of Control Triggering Event at the time the Change of Control Offer is made.


 


(6)           In
the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control
Offer or Alternate Offer and the Company (or the third party making the Change of Control Offer or Alternate Offer in lieu of the
Company) purchases all of the Notes held by such Holders, the Issuers will have the right, upon not less than 15 nor more than
60 days’ prior notice as provided in Section 3.03, given not more than 30 days following the purchase pursuant to the
Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase
at a redemption price equal to the Change of Control Payment or Alternate Offer price plus, to the extent not included in the Change
of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest on the Notes that remain outstanding, to
the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on an interest payment
date that is on or prior to the redemption date).


 


Section 4.16.     Permitted
Business Activities.


 


The Company will not,
and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent
as would not be material to the Company and its Restricted Subsidiaries taken as a whole.


 






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Finance Corp. shall
not incur Indebtedness unless (1) the Company is a co-obligor or guarantor of such Indebtedness or (2) the net proceeds
of such Indebtedness are loaned to the Company, used to acquire outstanding debt securities issued by the Company or used to repay
Indebtedness of the Company as permitted under Section 4.09. Finance Corp. shall not engage in any business not related directly
or indirectly to obtaining money or arranging financing for the Company or its Restricted Subsidiaries.


 


Section 4.17.     Covenant
Suspension.


 


If on any date (a) the
rating assigned to the Notes by both S&P and Moody’s is an Investment Grade Rating, (b) no Default has occurred
and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying
to the foregoing provisions of this sentence, then beginning on such date the Company and its Restricted Subsidiaries will no longer
be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, and clause (d) of Section 5.01 of
this Indenture (collectively, the “Suspended Covenants”); provided, however, that the Company and its Restricted Subsidiaries
will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company
may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter,
if either S&P or Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade
Rating so that the Notes do not have an Investment Grade Rating from both S&P and Moody’s, the Company and its Restricted
Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set
forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Company shall give written notice
to the Trustee of any such withdrawal or downgrade. Compliance with the Suspended Covenants with respect to Restricted Payments
made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 as though such covenants
had been in effect during the entire period of time from which the Notes are issued. The Company shall send written notice to the
Trustee upon commencement of the occurrence of any Reinstatement Date; provided that the failure to so notify the Trustee shall
not be a default under this Indenture. The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed
to have any knowledge of the ratings of the Notes and shall have no duty to notify the Holders if the Notes achieve Investment
Grade Ratings.


 


Section 4.18.     Designation
of Restricted and Unrestricted Subsidiaries.


 


The Board of Directors
of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would
not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair
market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated
as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that will reduce
the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments,
as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if
the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary.


 






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The Board of Directors
of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that such designation
will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of
such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09,
calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and
(2) no Default or Event of Default would be in existence following such designation.


 


ARTICLE 5

SUCCESSORS


 


Section 5.01.     Merger,
Consolidation or Sale of Assets.


 


Neither of the Issuers
may, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor),
or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets
in one or more related transactions to another Person, unless:


 


(a)          either
(1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than
such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person
organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided,
however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement
so long as the Company is not a corporation;


 


(b)          the
Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes
and this Indenture;


 


(c)          immediately
after such transaction no Default or Event of Default exists;


 


(d)          in
the case of a transaction involving the Company and not Finance Corp., either;


 


(i)             the
Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction after giving
pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in the first paragraph of Section 4.09 hereof; or


 


(ii)             immediately
after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred
at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by
or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease,
conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company
immediately before such transactions; and


 






    	 	59	 



     


    

 


(e)           such
Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or disposition and such supplemental indenture (if any) comply with this Indenture.


 


Notwithstanding the
restrictions described in the foregoing clause (d), any Restricted Subsidiary (other than Finance Corp.) may consolidate with,
merge into or dispose of all or part of its properties and assets to the Company without complying with the preceding clause (d) in
connection with any such consolidation, merger or disposition.


 


Notwithstanding the
second preceding paragraph of this Section 5.01, the Company may reorganize as any other form of entity in accordance with
the following procedures provided that:


 


(1)           the
reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a
form of entity other than a limited partnership formed under Delaware law;


 


(2)           the
entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States,
any state thereof or the District of Columbia;


 


(3)           the
entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, this Indenture
and the applicable Registration Rights Agreement;


 


(4)           immediately
after such reorganization no Default or Event of Default exists; and


 


(5)           such
reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a
reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor
or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered
to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of
the Code or any similar state or local law).


 


Section 5.02.     Successor
Substituted.


 


Upon any consolidation
or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties
or assets of an Issuer in accordance with Section 5.01 hereof, the successor formed by such consolidation or into or with
which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed
to, and may exercise every right and power of, such Issuer under this Indenture with the same effect as if such successor had been
named as such Issuer herein and shall be substituted for such Issuer (so that from and after the date of such consolidation, merger,
sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company”
or “Finance Corp.,” as the case may be, shall refer instead to the successor and not to the Company or Finance Corp.,
as the case may be); and thereafter such Issuer shall be discharged and released from all obligations and covenants under this
Indenture and the Notes. The Trustee shall enter into a supplemental indenture to evidence the succession and substitution of such
successor and such discharge and release of such Issuer.


 






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ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01.     Events
of Default.


 


An “Event of
Default” occurs if one of the following shall have occurred and be continuing (whatever the reason for such Event of Default
and whether it shall be involuntary or be effected by operation of law):


 


(a)          default
for 30 days in the payment when due of interest on the Notes;


 


(b)          default
in payment when due of the principal of, or premium, if any, on the Notes;


 


(c)          failure
by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or 5.01 hereof;


 


(d)          failure
by the Company for 180 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the
Notes then outstanding to comply with the provisions of Section 4.03;


 


(e)          failure
by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the
Notes then outstanding to comply with any of its other agreements in this Indenture;


 


(f)          default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Initial Issuance
Date, if that default:


 


(1)            is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness (a “Payment Default”); or


 


(2)            results
in the acceleration of such Indebtedness prior to its Stated Maturity.


 






    	 	61	 



     


    

 


and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more; provided, however, that if
any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period
of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration,
as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so
long as such rescission does not conflict with any judgment or decree;


 


(g)          failure
by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $50.0 million (to the extent
not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments
are not paid, discharged or stayed for a period of 60 days;


 


(h)          except
as permitted by this Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid
or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under its Subsidiary Guarantee; and


 


(i)           the
Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any
group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company
pursuant to or within the meaning of Bankruptcy Law:


 


(1)            commences
a voluntary case,


 


(2)            consents
in writing to the entry of an order for relief against it in an involuntary case,


 


(3)            consents
in writing to the appointment of a Custodian of it or for all or substantially all of its property,


 


(4)            makes
a general assignment for the benefit of its creditors, or


 


(5)            admits
in writing it generally is not paying its debts as they become due; or


 


(j)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(1)            is
for relief against the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary
of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary
of the Company in an involuntary case;


 






    	 	62	 



     


    

 


(2)            appoints
a Custodian of the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary
of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary
of the Company or for all or substantially all of the property of the Company, Finance Corp., any of the Company’s Restricted
Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company, that, taken
together, would constitute a Significant Subsidiary of the Company; or


 


(3)            orders
the liquidation of the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary
of the Company or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary of the
Company;


 


and the order or decree remains
unstayed and in effect for 60 consecutive days.


 


Section 6.02.     Acceleration.


 


If any Event of Default
occurs and is continuing, the Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then
outstanding Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Upon
any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid interest, Additional
Interest, if any, and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (i) or
(j) of Section 6.01 hereof occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries
that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable without further action or
notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. The Holders of
a majority in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind
an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events
of Default (except with respect to nonpayment of principal, interest, premium or Additional Interest, if any, that have become
due solely because of the acceleration) have been cured or waived.


 


Section 6.03.     Other
Remedies.


 


If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, and premium, if any,
interest and Additional Interest, if any, on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted
by law.


 






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Section 6.04.     Waiver
of Past Defaults.


 


Holders of a majority
in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive
any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, or premium, if any, interest or Additional Interest, if any, on, the Notes. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 6.05.     Control
by Majority.


 


Holders of a majority
in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights
of other Holders of Notes or that may involve the Trustee in personal liability.


 


Section 6.06.     Limitation
on Suits.


 


A Holder of a Note
may pursue a remedy with respect to this Indenture or the Notes only if:


 


(a)           the
Holder of a Note gives to the Trustee written notice of a continuing Event of Default;


 


(b)           the
Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;


 


(c)           such
Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity or security satisfactory to the
Trustee against any loss, liability or expense;


 


(d)           the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision
of indemnity; and


 


(e)           during
such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.


 


A Holder of a Note may not use this Indenture
to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.


 


Section 6.07.     Rights
of Holders of Notes to Receive Payment.


 


Notwithstanding any
other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, and premium, if any, interest
and Additional Interest, if any, on, the Note, on or after the respective due dates expressed in the Note (including in connection
with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.


 






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Section 6.08.     Collection
Suit by Trustee.


 


If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Issuers and the Guarantors for the whole amount of principal of, premium,
interest and Additional Interest, if any, remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and Additional Interest, if any, and such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


Section 6.09.     Trustee
May File Proofs of Claim.


 


The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the
Notes), their creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that
the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities
and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.10.     Priorities.


 


If the Trustee collects
any money pursuant to this Article, it shall pay out the money in the following order:


 


First: to
the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection;


 






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Second: to
Holders of Notes for amounts due and unpaid on the Notes for principal, premium, interest and Additional Interest, if any, ratably,
without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, interest
and Additional Interest, if any, respectively; and


 


Third: to
the Issuers or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix
a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.


 


Section 6.11.      Undertaking
for Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it
as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or
a suit by Holders of more than 10% in principal amount of the then outstanding Notes.


 


ARTICLE 7


TRUSTEE


 


Section 7.01.      Duties
of Trustee.


 


(a)         If
an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.


 


(b)        Except
during the continuance of an Event of Default:


 


(i)          the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


 


(ii)         in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the facts or accuracy of any conclusion contained therein).


 






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(c)        The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:


 


(i)          this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(ii)         the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts;


 


(iii)        the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with written directions
received by it from the Holders of a majority in principal amount of the then outstanding Notes; and


 


(iv)        no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial or personal
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability
is not reasonably assured to it.


 


(d)       Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this
Section 7.01 and Section 7.02.


 


(e)        The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with an Issuer.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


Section 7.02.      Rights
of Trustee.


 


(a)        The
Trustee may conclusively rely upon any document (including electronic communications) believed by it to be genuine and to have
been signed, sent or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)        Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion
of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.


 


(c)        The
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed
with due care.


 


(d)        The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
the rights or powers conferred upon it by this Indenture.


 






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(e)        Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient
if signed by an Officer of such Issuer.


 


(f)         The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders unless such Holder shall have offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.


 


(g)        The
Trustee shall have no duty to inquire as to the performance of the Company’s covenants in Article 4 hereof. In addition,
the Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (1) any Event of Default occurring
pursuant to Section 6.01(a) (other than with respect to Additional Interest) or 6.01(b) hereof; or (2) any
Default or Event of Default of which a Responsible Officer shall have received written notification or obtained actual knowledge.


 


(h)        The
permissive right of the Trustee to act hereunder shall not be construed as a duty.


 


(i)         The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including as an Agent) and in its
capacity as Trustee under any other agreement executed in connection with this Indenture to which the Trustee is a party.


 


(j)          In
no event shall the Trustee be liable to any Person for any lost profits or special, punitive, indirect, consequential or incidental
loss or damage of any kind whatsoever, even if the Trustee has been advised of the likelihood of such loss or damage.


 


(k)        The
Trustee may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and titles of
officers authorized at such times to take specified actions pursuant to this Indenture.


 


(l)         The
Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder
by reason of any occurrence beyond the control of the Trustee that prevents the Trustee from performing such act or fulfilling
such duty, obligation or responsibility hereunder (including but not limited to any act or provision of any present or future law
or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act
of terrorism, or the unavailability of the Federal Reserve Bank wire, facsimile or other wire or communication facility)


 


(m)       The
Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.


 


Section 7.03.       Individual
Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers, any Guarantor
or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest (as defined in the TIA) after a Default has occurred and is continuing, it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.


 






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Section 7.04.      Trustee’s
Disclaimer.


 


The Trustee shall not
be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable
for either Issuer’s use of the proceeds from the Notes or any money paid to an Issuer or upon either Issuer’s direction
under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying
Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.


 


Section 7.05.      Notice
of Defaults.


 


If a Default or Event
of Default occurs and is continuing and if it is actually known by a Responsible Officer of the Trustee, the Trustee shall send
to Holders of Notes a notice of the Default or Event of Default within 90 days after it is actually known to a Responsible Officer
of the Trustee. Except in the case of a Default or Event of Default in payment of principal of or premium, if any, interest or
Additional Interest, if any, on any Note, the Trustee may withhold the notice if and so long as a Responsible Officer in good faith
determines that withholding the notice is in the interests of the Holders of the Notes.


 


Section 7.06.      Reports
by Trustee to Holders of the Notes.


 


Within 60 days after
each May 15 beginning with the May 15 following the Initial Issuance Date, and for so long as Notes remain outstanding,
the Trustee shall send to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA §
313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2) and § 313(b)(1). The
Trustee shall also send all reports as required by TIA § 313(c).


 


A copy of each report
at the time it is sent to the Holders of Notes shall be sent to the Issuers and filed with the SEC and each stock exchange on which
the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange.


 


Section 7.07.      Compensation
and Indemnity.


 


The Issuers shall pay
to the Trustee and the Agents from time to time such reasonable compensation as the Issuers and the Trustee may agree in writing
for the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Issuers shall reimburse each of the Trustee and the Agents promptly
upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents
and counsel.


 






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The Issuers and the
Guarantors shall indemnify and hold harmless each of the Trustee and the Agents, jointly and severally, against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under
this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including
this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any
other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. The Trustee shall notify
the Issuers and the Guarantors promptly of any claim (other than a claim by an Issuer or any Guarantor) for which it may seek indemnity.
Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations
hereunder. The Issuers and the Guarantors shall defend such claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel; provided
that the Issuers and the Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense
with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict
of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Guarantors need not pay for
any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors
need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense,
liability or loss is attributable to the negligence or willful misconduct of the Trustee.


 


The obligations of
the Issuers and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and
the resignation or removal of the Trustee.


 


To secure the Issuers’
and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all
money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes.
Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.


 


The Trustee shall comply
with the provisions of TIA § 313(b)(2) to the extent applicable.


 


Section 7.08.      Replacement
of Trustee.


 


A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance
of appointment as provided in this Section.


 






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The Trustee may resign
in writing upon 30 days’ notice at any time and be discharged from the trust hereby created by so notifying the Issuers.
The Holders of Notes of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the
Trustee and the Issuers in writing and may appoint a successor trustee with the consent of the Issuers. The Issuers may remove
the Trustee if:


 


(a)         the
Trustee fails to comply with Section 7.10 hereof;


 


(b)         the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(c)         a
receiver, Custodian or public officer takes charge of the Trustee or its property; or


 


(d)         the
Trustee becomes incapable of acting.


 


If the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.


 


If a successor Trustee
does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the
Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction
for the appointment of a successor Trustee.


 


If the Trustee, after
written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10
hereof, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor Trustee.


 


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties
of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to Holders of the Notes. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Issuers’ and the Guarantors’ obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.


 


Section 7.09.      Successor
Trustee by Merger, etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee. As soon as practicable, the successor Trustee shall send a
notice of its succession to the Issuers and the Holders of the Notes.


 






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Section 7.10.      Eligibility;
Disqualification.


 


There shall at all
times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America
or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision
or examination by federal or state authorities and that has a combined capital and surplus of at least $50 million as set
forth in its most recent published annual report of condition.


 


This Indenture shall
always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to
TIA § 310(b).


 


Section 7.11.      Preferential
Collection of Claims Against Issuers.


 


The Trustee is subject
to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or
been removed shall be subject to TIA § 311(a) to the extent indicated therein.


 


ARTICLE 8


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01.      Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Issuers may, at
the option of their respective Boards of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any
time, exercise their rights under either Section 8.02 or 8.03 hereof with respect to all outstanding Notes upon compliance
with the conditions set forth below in this Article 8.


 


Section 8.02.      Legal
Defeasance and Discharge.


 


Upon the Issuers’
exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding
Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date
the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case
shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections
of this Indenture referred to in clauses (a) and (b) below) and to have satisfied all its other obligations under such
Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute
proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in
Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and premium, if
any, interest and Additional Interest, if any, on, such Notes when such payments are due, (b) the Issuers’ obligations
with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights,
powers, trusts, duties, indemnities and immunities of the Trustee hereunder and the Issuers’ and the Guarantors’ obligations
in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8,
the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.


 






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If the Issuers exercise
their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee,
and any security for the Notes (other than the trust) will be released.


 


Section 8.03.      Covenant
Defeasance.


 


Upon the Issuers’
exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Section 3.09,
Article 4 (other than those in Sections 4.01, 4.02, 4.06 and 4.14) and in clause (d) of Section 5.01 hereof on and
after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall
thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the
Issuers and any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder
of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01
hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(c) through 6.01(h) hereof shall not constitute Events of Default.


 


If the Issuers exercise
their Covenant Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee
and any security for the Notes (other than the trust) will be released.


 


Section 8.04.      Conditions
to Legal or Covenant Defeasance.


 


In order to exercise
either Legal Defeasance or Covenant Defeasance:


 


(a)         the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient,
in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and premium, if any,
interest and Additional Interest, if any, on, the outstanding Notes on the date of fixed maturity or on the applicable redemption
date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to
a particular redemption date;


 






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(b)         in
the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that:


 


(1)            the
Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or


 


(2)            since
the Initial Issuance Date, there has been a change in the applicable federal income tax law,


 


in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(c)         in
the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(d)         no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other
Indebtedness) and the granting of Liens to secure such borrowings);


 


(e)         such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture and the agreements or instruments governing any other Indebtedness being defeased,
discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries
is bound;


 


(f)          the
Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers
with the intent of preferring the Holders over the other creditors of the Issuers with the intent of defeating, hindering, delaying
or defrauding creditors of the Issuers or others; and


 


(g)         the
Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Section 8.05.      Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 






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Subject to Section 8.06
hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to
Section 8.04 or 8.08 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company or any of its Subsidiaries acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums
due and to become due thereon in respect of principal, premium, if any, interest and Additional Interest, if any, but such money
need not be segregated from other funds except to the extent required by law.


 


The Issuers shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 or 8.08 hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.


 


Anything in this Article 8
to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the written request of
the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 or 8.08 hereof which, in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal Defeasance, Covenant Defeasance or Discharge, as the
case may be.


 


Section 8.06.      Repayment
to Issuers.


 


Subject to applicable
escheat and abandoned property laws, any money or non-callable Government Securities deposited with the Trustee or any Paying Agent,
or then held by an Issuer, in trust for the payment of the principal of or premium, interest or Additional Interest, if any, on
any Note and remaining unclaimed for two years after such principal, premium, interest or Additional Interest, if any, has become
due and payable shall be paid to the Issuers on their written request or (if then held by an Issuer) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as an unsecured creditor, look only to the Issuers for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust money or non-callable Government Securities, and all
liability of the Issuers as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, shall at the written direction and expense of the Issuers cause to be published once,
in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Issuers.


 


Section 8.07.      Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any money or non-callable Government Securities in accordance with Section 8.05 hereof, by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.05 hereof; provided, however, that, if an Issuer makes any payment of principal of,
or premium, interest, Additional Interest, if any, on, any Note following the reinstatement of its obligations, such Issuer shall
be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.


 






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Section 8.08.      Discharge.


 


This Indenture shall
be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08,
and as more fully set forth in such clause (1)(b), payments in respect of the principal of, and premium, if any, interest and Additional
Interest, if any, on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes
under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties, indemnities
and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when:


 


(1)         either:


 


(a)         all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation;
or


 


(b)         all
Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within
one year by reason of the sending of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts
as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the
Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest,
if any, to the date of fixed maturity or redemption;


 


(2)         in
the case of clause (1)(b) above, no Default or Event of Default has occurred and is continuing on the date of the deposit
or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing or securing of
funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other than this Indenture and the agreements or instruments governing any other Indebtedness
being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any
of its Subsidiaries is bound;


 


(3)         the
Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture;


 






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(4)         the
Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at
fixed maturity or the redemption date, as the case may be; and


 


(5)         the
Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.


 


ARTICLE 9


AMENDMENT,
SUPPLEMENT AND WAIVER


 


Section 9.01.     Without
Consent of Holders of Notes.


 


Notwithstanding Section 9.02
of this Indenture, without the consent of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement
this Indenture or the Notes:


 


(a)         to
cure any ambiguity, defect or inconsistency;


 


(b)         to
provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(c)         to
provide for the assumption of an Issuer’s obligations to Holders of Notes pursuant to Article 5 hereof;


 


(d)         to
make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights hereunder of any such Holder, provided that any change to conform this Indenture to the Offering Memorandum shall
not be deemed to adversely affect such legal rights;


 


(e)         to
secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise;


 


(f)          to
provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;


 


(g)         to
add any additional Guarantor or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided
in this Indenture;


 


(h)         to
comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or


 


(i)          to
evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; or


 


(j)          to
make any amendment to the provisions of this Indenture relating to the transfer and legending of the Notes as permitted by this
Indenture, including, without limitation, to facilitate the issuance and administration of the Notes, Exchange Notes or, if incurred
in compliance with this Indenture, Additional Notes; provided, however, that


 






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(1)            compliance
with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any applicable
securities law; and


 


(2)            such
amendment does not materially and adversely affect the rights of Holders to transfer Notes.


 


Upon the request of
the Company, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with
the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.


 


Section 9.02.     With
Consent of Holders of Notes.


 


Except as provided
above in Section 9.01 and below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement
this Indenture and the Notes may be amended or supplemented with the consent of the Holders of a majority in principal amount of
the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance
with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for Notes). However, without the consent of each Holder affected, an amendment, supplement or waiver may not
(with respect to any Notes held by a non-consenting Holder):


 


(a)         reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 


(b)         reduce
the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase
of the Notes (except (i) for provisions relating to minimum notices required for redemption of Notes described in Article 3
or in the terms of the Notes and (ii) as provided in Sections 3.09, 4.10 and 4.15 hereof);


 


(c)         reduce
the rate of or change the time for payment of interest on any Note;


 


(d)        waive
a Default or Event of Default in the payment of principal of, or interest, Additional Interest, if any, or premium, if any, on,
the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in principal amount of the Notes and a
waiver of the payment default that resulted from such acceleration);


 


(e)        make
any Note payable in currency other than that stated in the Notes;


 






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(f)         make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive
payments of principal of, or interest, Additional Interest, if any, or premium, if any, on, the Notes (other than as permitted
in clause (g) below);


 


(g)        waive
a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 and 4.15 hereof);


 


(h)        release
any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms
of this Indenture; or


 


(i)         make
any change in the preceding amendment, supplement and waiver provisions.


 


Upon the request of
the Issuers accompanied by Board Resolutions authorizing their execution of any such amended or supplemental indenture, and upon
the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon
receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the
Guarantors in the execution of such amended or supplemental indenture, unless such amended or supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such amended or supplemental indenture.


 


It shall not be necessary
for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section becomes effective, the Company shall send to the Holders of Notes affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.


 


Section 9.03.      Compliance
with Trust Indenture Act.


 


Every amendment or
supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA
as then in effect.


 


A consent to any amendment,
supplement or waiver under this Indenture by any Holder given in connection with a purchase, tender or exchange of such Holder’s
Notes shall not be rendered invalid by such purchase, tender or exchange.


 


Section 9.04.      Effect
of Consents.


 


After an amendment,
supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (a) through
(i) of Section 9.02, in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has
consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same indebtedness as the consenting
Holder’s Note.


 






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Section 9.05.      Notation
on or Exchange of Notes.


 


The Trustee may place
an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers, in exchange
for all Notes, may issue and, upon receipt of an Authentication Order, the Trustee shall authenticate new Notes that reflect the
amendment, supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.06.      Trustee
to Sign Amendments, etc.


 


The Trustee shall sign
any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate
and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this
Indenture and that all conditions precedent are satisfied.


 


ARTICLE 10


GUARANTEES
OF NOTES


 


Section 10.01.    Subsidiary
Guarantees.


 


Subject to this Article 10,
each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior unsecured basis, to each Holder of
a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that:
(a) the principal of, and premium, if any, interest and Additional Interest, if any, on, the Notes will be promptly paid in
full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption
or otherwise, and interest (to the extent permitted by law) on the overdue principal of, and premium, if any, interest and Additional
Interest, if any, on, the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension
of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity,
by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever
reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture
or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate
the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers.


 






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The Guarantors hereby
agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance
(other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each
Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with
a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest,
notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance
of the Obligations contained in the Notes and this Indenture.


 


If any Holder or the
Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar
official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee
or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders
in respect of any Obligations guaranteed hereby.


 


Each Guarantor further
agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity
of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations
guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6
hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose
of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as
the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.


 


Section 10.02.     [Reserved].


 


Section 10.03.     Guarantors
May Consolidate, etc., on Certain Terms.


 


(a)        No
Guarantor shall sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor),
unless, (i) either (1) the Person acquiring the properties or assets in any such sale or other disposition or the Person
formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations
of such Guarantor, pursuant to a supplemental indenture, substantially in the form of Annex A hereto, under the Notes, this Indenture
and its Subsidiary Guarantee on terms set forth therein, or (2) such sale or other disposition does not violate the provisions
of Section 4.10, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists.


 


(b)        In
the case of any such consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee and substantially in the form of Annex A hereto, of the Subsidiary Guarantee and the due and
punctual performance of all of the covenants of this Indenture to be performed by the Guarantor, such successor Person shall succeed
to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.


 






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Section 10.04.    Releases
of Subsidiary Guarantees.


 


The Subsidiary Guarantee
of a Guarantor shall be automatically released: (1) in connection with any sale or other disposition of all or substantially
all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either
before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other
disposition does not violate the provisions of Section 4.10; (2) in connection with any sale or other disposition of
Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company
or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the provisions of Section 4.10
and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition; (3) if
the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18
of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon
the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; or (6) at
such time as such Guarantor ceases to both (i) guarantee any other Indebtedness of either of the Issuers and any other Guarantor
and (ii) be an obligor with respect to any Indebtedness under the Credit Agreement or any other Credit Facility of the Company.


 


Upon delivery by the
Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described
in the foregoing clauses (1) – (6) has occurred, the Trustee shall execute any documents reasonably requested by
the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor
not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, and premium,
interest and Additional Interest, if any, on, the Notes and for the other obligations of such Guarantor under this Indenture as
provided in this Article 10.


 


Section 10.05.     [Reserved].


 


Section 10.06.     Limitation
on Guarantor Liability.


 


The obligations of
each Guarantor under its Subsidiary Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent
and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution
obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar
laws affecting the rights of creditors generally.


 






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ARTICLE 11


MISCELLANEOUS


 


Section 11.01.    Trust
Indenture Act Controls.


 


If any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), such TIA-imposed duties shall control.


 


Section 11.02.    Notices.


 


Any notice or communication
by an Issuer, any Guarantor or the Trustee to the others is duly given if in writing (in the English language) and delivered in
person or mailed by first class mail (registered or certified, return receipt requested), or sent by telecopier or email or overnight
air courier guaranteeing next day delivery, to the others’ address:


 


If to any of the Issuers
or the Guarantors:


 


Global Partners LP


P.O. Box 9161


800 South Street


Waltham, Massachusetts 02454-9161


Attention: General Counsel


Telecopier No.: (781) 398-9211


 


with a copy (not constituting
notice) to:


 


Vinson & Elkins L.L.P.


1114 6th Avenue, 32nd Floor


New York, New York 10036-7703


Attention: Brenda Lenahan


Telecopier No.: (917) 849-5360


 


If to the Trustee:


 


Regions Bank


Corporate Trust Department


1180 West Peachtree Street


Suite 1200


Atlanta, Georgia 30309-3407


Attention: Corporate Team Deal
Manager – Global Partners LP


Telecopier No.: (404) 581-3770


 


An Issuer, any of the
Guarantors or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications
(other than those sent to Holders) 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 or
sent electronically; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery in each case to the address shown above.


 






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Any notice or communication
to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the Registrar; provided, however, any notice given
to the Holder of a Global Note shall be given in accordance with the applicable procedures of the Depository. Any notice or communication
shall also be so sent to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to send a notice
or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.


 


If a notice or communication
is sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If either of the Issuers
sends a notice or communication to Holders, it shall send a copy to the Trustee and each Agent at the same time.


 


The Trustee agrees
to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or
other similar unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions
by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding
of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding that such instructions
conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume
all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


Section 11.03.    Communication
by Holders of Notes with Other Holders of Notes.


 


Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers,
the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).


 


Section 11.04.    Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or
application by an Issuer to the Trustee to take any action under this Indenture, such Issuer shall furnish to the Trustee:


 


(a)         an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been satisfied; and


 


(b)        an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been
satisfied.


 






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Section 11.05.    Statements
Required in Certificate or Opinion.


 


Each certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:


 


(a)         a
statement that the person making such certificate or opinion has read such covenant or condition;


 


(b)         a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)         a
statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(d)         a
statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied.


 


Section 11.06.    Rules by
Trustee and Agents.


 


The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.


 


Section 11.07.    No
Personal Liability of Directors, Officers, Employees and Unitholders.


 


None of the General
Partner or any director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the
General Partner, the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or any Guarantor
under the Notes, this Indenture or the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes.


 


Section 11.08.    Governing
Law.


 


THIS INDENTURE, THE
NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 






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Section 11.09.     No
Adverse Interpretation of Other Agreements.


 


This Indenture may
not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 11.10.     Successors.


 


All agreements of the
Issuers and the Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee
in this Indenture shall bind its successors.


 


Section 11.11.     Severability.


 


In case any provision
in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


Section 11.12.     Table
of Contents, Headings, etc.


 


The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 11.13.     Counterparts;
Electronic Signatures.


 


The parties may sign
any number of copies of this Indenture, and each party hereto may sign any number of separate copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and
of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as
to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,”
 “signature,” and words of similar import in this Indenture and the Note shall be deemed to include electronic or digital
signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability
as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under
applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006),
the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based
on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not
under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee
pursuant to procedures approved by such Trustee.


 


Section 11.14.     Acts
of Holders.


 


(a)            Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agents duly appointed in writing, and may be given or obtained in connection with a purchase of, or tender offer
or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuers if made
in the manner provided in this Section 11.14.


 






    	 	86	 



     


    

 


(b)            The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to such witness, notary or officer the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority
of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 


(c)            Notwithstanding
anything to the contrary contained in this Section 11.14, the principal amount and serial numbers of Notes held by any Holder,
and the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section 2.03.


 


(d)            If
the Issuers shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Issuers may, at their option, by or pursuant to a resolution of the Board of Directors of the Company, fix in
advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Issuers shall have no obligation to do so. Notwithstanding TIA Section 316(c), such
record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than
the date 30 days prior to the first solicitation of Holders generally in connection therewith or the date of the most recent list
of Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.05 and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose
the then outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.


 






    	 	87	 



     


    

 


(e)            Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or
in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or an Issuer in reliance thereon, whether
or not notation of such action is made upon such Note.


 


(f)            Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself
with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or any part of such principal amount.


 


(g)            For
purposes of this Indenture, any action by the Holders that may be taken in writing may be taken by electronic means or as otherwise
reasonably acceptable to the Trustee.


 


Section 11.15.     Patriot
Act.


 


In order to comply
with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including,
without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the
USA PATRIOT Act of the United States (“Applicable Law”), the Trustee and Agents are required to obtain, verify, record
and update certain information relating to individuals and entities which maintain a business relationship with the Trustee and
Agents. Accordingly, each of the parties agrees to provide to the Trustee and Agents, upon their request from time to time such
identifying information and documentation as may be available for such party in order to enable the Trustee and Agents to comply
with Applicable Law.


 


Section 11.16.     When
Notes Disregarded.


 


In determining whether
the holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, for the
purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which
the Trustee actually knows are so owned or has received written notice thereof are so owned shall be so disregarded. Subject to
the foregoing, only Notes outstanding at the time shall be considered in any such determination.


 






    	 	88	 



     


    

 


SIGNATURES


 


	 	GLOBAL PARTNERS LP
	 	 
	 	 
	 	By:	Global GP LLC, its General Partner
	 	 	 
	 	 	 
	 	By:	/s/ Daphne H. Foster
	 	 	Name:	Daphne H. Foster
	 	 	Title:	Chief Financial Officer
	 	 
	 	 
	 	GLP FINANCE CORP.
	 	 
	 	 
	 	By:	Daphne H. Foster
	 	 	Name:	Daphne H. Foster
	 	 	Title:	Chief Financial Officer



 


[Signature Page to Indenture]


 






     


     


    

 


	 	Guarantors
	 	 
	 	 	GLOBAL OPERATING LLC
	 	 	 
	 	 	 	By:	Global Partners LP,
	 	 	 	 	its Sole Member
	 	 	 	 	 
	 	 	 	By:	Global GP LLC,
	 	 	 	 	its General Partner
	 	 	 	 	 
	 	 	 	 	By:	/s/ Daphne H. Foster
	 	 	 	 	 	Name:	Daphne H. Foster
	 	 	 	 	 	Title:	Chief Financial Officer
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	GLOBAL COMPANIES LLC
	 	 	GLobal Energy Marketing LLC
	 	 	Chelsea Sandwich LLC
	 	 	Alliance Energy LLC
	 	 	Cascade Kelly Holdings LLC
	 	 	 
	 	 	 	By: 	Global Operating LLC,
	 	 	 	 	its Sole Member
	 	 	 	 	 
	 	 	 	By:	Global Partners LP,
	 	 	 	 	its Sole Member
	 	 	 	 	 
	 	 	 	By:	Global GP LLC,
	 	 	 	 	its General Partner
	 	 	 	 	 
	 	 	 	 	By:	/s/ Daphne H. Foster
	 	 	 	 	 	Name:	Daphne H. Foster
	 	 	 	 	 	Title:	Chief Financial Officer



 


[Signature Page
to Indenture]


 






     


     


    

 


	 	 	BURSAW OIL LLC
	 	 	 
	 	 	 	By:	Alliance Energy LLC,
	 	 	 	 	its Sole Member
	 	 	 	 	 
	 	 	 	By:	Global Operating LLC,
	 	 	 	 	its Sole Member
	 	 	 	 	 
	 	 	 	By:	Global Partners LP,
	 	 	 	 	its Sole Member
	 	 	 	 	 
	 	 	 	By:	Global GP LLC,
	 	 	 	 	its General Partner
	 	 	 	 	 
	 	 	 	 	By:	/s/ Daphne H. Foster
	 	 	 	 	 	Name:	Daphne H. Foster
	 	 	 	 	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GLOBAL MONTELLO GROUP CORP.
 GLEN HES CORP.
	 	 	WARREN EQUITIES INC.
	 	 	WAREX TERMINALS CORPORATION
	 	 	DRAKE PETROLEUM COMPANY, INC.
	 	 	PURITAN OIL COMPANY, INC.
	 	 	MARYLAND OIL COMPANY, INC.
	 	 	 
	 	 	 	By:	/s/ Daphne H. Foster
	 	 	 	 	Name:	Daphne H. Foster
	 	 	 	 	Title:	Chief Financial Officer
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	GLOBAL PARTNERS ENERGY CANADA ULC
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	/s/ Daphne H. Foster
	 	 	 	 	Name:	Daphne H. Foster
	 	 	 	 	Title:	Chief Financial Officer



 


[Signature Page to Indenture]


 






     


     


    

 


	 	 	REGIONS BANK, as Trustee
	 	 	 
	 	 	 
	 	 	By: 	/s/ Kristine Prall
	 	 	 	Name:	Kristine Prall
	 	 	 	Title:	Vice President



 


[Signature Page to Indenture]


 






     


     


    

 


RULE 144A/REGULATION S APPENDIX


 


PROVISIONS RELATING TO INITIAL NOTES

AND EXCHANGE NOTES


 


1.            Definitions


 


1.1            Definitions.


 


For the purposes of
this Appendix the following terms shall have the meanings indicated below:


 


“Depository”
means The Depository Trust Company, its nominees and their respective successors.


 


“Exchange Notes”
means (1) any Notes issued in a Registered Exchange Offer pursuant to this Indenture and (2) any Additional Notes issued
pursuant to a registration statement filed with the SEC under the Securities Act.


 


“Initial Notes”
means (1) $350.0 million aggregate principal amount of 6.875% Senior Notes due 2029 issued on the Initial Issuance Date and
(2) Additional Notes, if any, issued in a transaction exempt from the registration requirements of the Securities Act.


 


“Initial Purchasers”
means (1) with respect to the Initial Notes issued on the Initial Issuance Date, 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. and Regions Securities LLC and (2) with
respect to each issuance of Additional Notes, the Persons purchasing such Additional Notes under the related Purchase Agreement.


 


“Notes”
means the Initial Notes, the Additional Notes and the Exchange Notes, treated as a single class.


 


“Notes Custodian”
means the custodian with respect to a Global Note (as appointed by the Depository), or any successor Person thereto and shall initially
be the Trustee.


 


“Purchase Agreement”
means (1) with respect to the Initial Notes issued on the Initial Issuance Date, the Purchase Agreement dated September 23,
2020 among the Issuers, the Guarantors and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes,
the purchase agreement or underwriting agreement among the Issuers and the Persons purchasing such Additional Notes.


 


“Registered Exchange
Offer” means the offer by the Issuers, pursuant to a Registration Rights Agreement, to certain Holders of Initial Notes,
to issue and deliver to such Holders, in exchange for the Initial Notes, a like aggregate principal amount of Exchange Notes registered
under the Securities Act.


 






    App. - 1


     


    

 


“Registration
Rights Agreement” means (1) with respect to the Initial Notes issued on the Initial Issuance Date, the Registration
Rights Agreement dated October 7, 2020 among the Issuers, the Guarantors and the Initial Purchasers, and (2) with respect
to each issuance of Additional Notes issued in a transaction exempt from the registration requirements of the Securities Act, the
registration rights agreement, if any, among the Issuers and the Persons purchasing such Additional Notes under the related Purchase
Agreement.


 


“Shelf Registration
Statement” means the registration statement issued by the Company in connection with the offer and sale of Initial Notes
pursuant to a Registration Rights Agreement.


 


“Transfer Restricted
Securities” means Notes that bear or are required to bear the legend set forth in Section 2.3(b) hereof.


 


1.2            Other
Definitions.


 


	Term	 	Defined in Section:
	“Agent Members”	 	2.1(b)
	“Distribution Compliance Period”	 	2.1(b)
	“Global Notes”	 	2.1(a)
	“Regulation S”	 	2.1(a)
	“Regulation S Notes”	 	2.1(a)
	“Restricted Global Note”	 	2.1(a)
	“Rule 144A”	 	2.1(a)
	“Rule 144A Notes”	 	2.1(a)



 


2.            The
Notes.


 


2.1            (a) Form and
Dating. Initial Notes offered and sold to QIBs in reliance on Rule 144A (“Rule 144A Notes”) under the
Securities Act (“Rule 144A”) or in reliance on Regulation S (“Regulation S Notes”) under
the Securities Act (“Regulation S”), in each case as provided in a Purchase Agreement, shall be issued initially
in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global
Notes legend and restricted Notes legend set forth in Exhibit 1 hereto (each, a “Restricted Global Note”), which
shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, as custodian for the
Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or a nominee
of the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Beneficial interests
in a Restricted Global Note representing Initial Notes sold in reliance on either Rule 144A or Regulation S may be held
through Euroclear or Clearstream, as indirect participants in the Depository. The aggregate principal amount of the Global Notes
may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee
as hereinafter provided. Exchange Notes shall be issued in global form (with the global Notes legend set forth in Exhibit 1
hereto) or in certificated form as provided in Section 2.4 of this Appendix. Exchange Notes issued in global form and Restricted
Global Notes are sometimes referred to in this Appendix as “Global Notes.”


 






    App. - 2


     


    

 


(b)            Book-Entry
Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.


 


The Issuers shall execute
and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes
that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository
and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by
the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall
be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository.


 


Members of, or participants
in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers,
the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or
any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished
by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository
governing the exercise of the rights of a holder of a beneficial interest in any Global Note.


 


Until the 40th day
after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such
period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S
Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A
Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto)
to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account
or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any
other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply
to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes.


 


Beneficial interests
in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of
an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution
Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1
hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).


 






    App. - 3


     


    

 


(c)            Certificated
Notes. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Notes shall not be
entitled to receive physical delivery of certificated Notes. Certificated Notes shall not be exchangeable for beneficial interests
in Global Notes, except with the consent of the Company.


 


2.2            Authentication.
The Trustee shall authenticate and deliver: (1) on the Initial Issuance Date, an aggregate principal amount of $350.0 million
6.875% Senior Notes due 2029, (2) any Additional Notes for an original issue in an aggregate principal amount specified in
the written order of the Issuers pursuant to Section 2.02 of the Indenture and (3) Exchange Notes for issue only in a
Registered Exchange Offer, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes, in each case
upon a written order of the Issuers. Such order shall specify the amount of the Notes to be authenticated, the date on which the
original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of any
issuance of Additional Notes pursuant to Section 2.13 of the Indenture, shall certify that such issuance is in compliance
with Section 4.09 of the Indenture.


 


2.3            Transfer
and Exchange.


 


(a)            Transfer
and Exchange of Global Notes.


 


(i)            The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with
this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.
A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with
the Depository’s procedures containing information regarding the participant account of the Depository to be credited with
a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions instruct the Depository to
credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account
of the Person making the transfer the beneficial interest in the Global Note being transferred.


 


(ii)            Notwithstanding
any other provisions of this Appendix, a Global Note may not be transferred as a whole except by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such successor Depository.


 


(iii)            In
the event that a Restricted Global Note is exchanged for Notes in certificated form pursuant to Section 2.4 of this Appendix,
prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to
such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions
of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure
that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from
time to time be adopted by the Company.


 






    App. - 4


     


    

 


(b)            Legends.


 


(i)            Except
as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate evidencing the Restricted Global Notes
(and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER
RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF EITHER ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO AN ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT,
TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO THIS CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


(ii)            The
Company, acting in its discretion, may remove the legend set forth in paragraph (i) above from any Transfer Restricted
Security at any time on or after the Resale Restriction Termination Date applicable to such Transfer Restricted Security. Without
limiting the generality of the preceding sentence, the Company may effect such removal by issuing and delivering, in exchange for
such Transfer Restricted Security, a Note without such legend, registered to the same Holder and in an equal principal amount,
and upon receipt of a written order of the Company given at least three Business Days in advance of the proposed date of exchange
specified therein (which shall be no earlier than the Resale Restriction Termination Date), the Trustee shall authenticate and
deliver such Note as directed in such order.


 






    App. - 5


     


    

 


(iii)            After
a transfer of any Initial Notes pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect
to such Initial Notes all requirements pertaining to legends on such Initial Note will cease to apply, the requirements that any
such Initial Note issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Note or an
Initial Note in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder
of such Initial Notes upon exchange of such transferring Holder’s certificated Initial Note or directions to transfer such
Holder’s interest in the Global Note, as applicable.


 


(iv)            Upon
the consummation of a Registered Exchange Offer with respect to the Initial Notes, all requirements pertaining to such Initial
Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial
Notes that do not exchange their Initial Notes, and Exchange Notes in certificated or global form will be available to Holders
that exchange such Initial Notes in such Registered Exchange Offer.


 


(c)            Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for certificated
Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Trustee for cancellation or retained and canceled
by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated
Notes, redeemed, purchased or canceled, or if any certificated Note is exchanged for such a beneficial interest, the principal
amount of Notes represented by such Global Note shall be reduced or increased, as appropriate, and an adjustment shall be made
on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note,
by the Trustee or the Notes Custodian, to reflect such reduction or increase, as the case may be.


 


(d)            Obligations
with Respect to Transfers and Exchanges of Notes.


 


(i)            To
permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate certificated Notes
and Global Notes at the Registrar’s request.


 


(ii)            No
service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient
to cover any transfer tax, assessments or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05
and of the Indenture).


 






    App. - 6


     


    

 


(iii)            The
Registrar shall not be required to register the transfer of or exchange of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any
Notes for a period of 15 days before a selection of Notes to be redeemed.


 


(iv)            Prior
to the due presentation for registration of transfer of any Note, the Issuers, the Guarantors, the Trustee, the Paying Agent or
the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose
of receiving payment of principal of, premium, if any, interest and Additional Interest, if any, on such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, the Guarantors, the Trustee, the Paying Agent
or the Registrar shall be affected by notice to the contrary.


 


(v)            All
Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled
to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.


 


(e)            No
Obligation of the Trustee.


 


(i)            The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the
Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice (including any notice of optional redemption) or the
payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments
to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be
the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised
only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall
be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial
owners.


 


(ii)            The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under Applicable Law with respect to any transfer of any interest in any Note (including any transfers
between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by,
the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 


2.4            Certificated
Notes.


 


(a)            A
Global Note deposited with the Depository or with the Trustee as custodian for the Depository pursuant to Section 2.1 shall
be transferred to the beneficial owners thereof in the form of certificated Notes in an aggregate principal amount equal to the
principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 and
(i) the Depository notifies the Issuers that it is unwilling or unable to continue as Depository for such Global Note or if
at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and in either event
a successor depositary is not appointed by the Issuers within 90 days, or (ii) an Event of Default has occurred and is continuing
and DTC notifies the Trustee of its decision to exchange the Global Notes. Except as provided in the preceding sentence, and notwithstanding
any contrary indication in Section 2.3(b), beneficial interests in a Global Note may be exchanged for certificated Notes only
with the consent of the Company, including if an affiliate (as defined in Rule 144) of the Company acquires such interests.


 


 



    App. - 7


     


    




(b)            Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section shall be surrendered by the Depository
or the Notes Custodian to the Trustee located at its Corporate Trust Office to be so transferred, in whole or from time to time
in part, without charge, and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver, upon such transfer
of each portion of such Global Note, an equal aggregate principal amount of certificated Notes of authorized denominations. Any
portion of a Global Note transferred pursuant to this Section shall be executed, authenticated and delivered only in minimum
denominations of $2,000 principal amount and any integral multiple of $1,000 in excess of $2,000 and registered in such names as
the Depository shall direct. Any certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise
provided by Section 2.3(b), bear the restricted Notes legend set forth in Exhibit 1 hereto.


 


(c)            Subject
to the provisions of Section 2.4(b), the Holder of a Global Note shall be entitled to grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder
is entitled to take under this Indenture or the Notes.


 


(d)            In
the event of the occurrence of any of the circumstances specified in Section 2.4(a), the Issuers shall promptly make available
to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.


 






    App. - 8


     


    

 


EXHIBIT 1 TO RULE 144A/REGULATION
S APPENDIX


 


[FORM OF FACE OF INITIAL NOTE]


 


[Global Notes Legend]


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK,
NEW YORK, TO AN ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 






    	 	Ex. 1 to App. - 1	 



     


    

 


[Restricted Notes Legend]


 


THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR
TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A NOTES: ONE YEAR (OR SUCH SHORTER
PERIOD THEN REQUIRED UNDER RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF EITHER ISSUER WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO AN ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.


 






    	 	Ex. 1 to App. - 2	 



     


    

 


GLOBAL PARTNERS LP


 


GLP FINANCE CORP.


 


	No.	$






 


CUSIP No. 

ISIN No.


 


6.875% Senior Note due 2029


 


Global Partners LP,
a Delaware limited partnership, and GLP Finance Corp., a Delaware corporation, jointly and severally promise to pay to __________,
or registered assigns, the principal sum of _________ Dollars on January 15, 2029 [or such greater or lesser amount as may
be indicated on the Schedule attached hereto].1


 


Interest Payment Dates:
January 15 and July 15.


 


Record Dates: January 1
and July 1.


 


Additional provisions
of this Note are set forth on the other side of this Note.


 





 






1 If this
Note is a Global Note, add this provision.


 






    	 	Ex. 1 to App. - 3	 



     


    

 


	 	 	GLOBAL PARTNERS LP
	 	 	 
	 	 	By:	GLOBAL GP LLC,
	 	 	 	its General Partner
	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	 	 	 
	 	 	GLP FINANCE CORP.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:



 


 


	TRUSTEE’S
    CERTIFICATE OF AUTHENTICATION	 	 
	 	 	 
	 	 	 
	 	Regions Bank,	 	 
	 	as Trustee, certifies that	 	 
	 	this is one of the Notes	 	 
	 	referred to in the Indenture.	 	 
	 	 	 	 
	 	 	 	 
	By	 	 	 
	 	Authorized Signatory	 	 
	 	 	 	 
	Dated:	 	 	 



 






    	 	Ex. 1 to App. - 4	 



     


    

 


[FORM OF REVERSE SIDE OF INITIAL NOTE]


 


6.875% Senior Note due 2029


 


Capitalized terms used
herein but not defined shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.            Interest.
Global Partners LP, a Delaware limited partnership (the “Company”), and GLP Finance Corp., a Delaware corporation
(the “Finance Corp.” and, together with the Company, the “Issuers”), jointly and severally promise
to pay interest on the principal amount of this Note at 6.875% per annum until maturity and shall pay the Additional Interest payable
pursuant to Section 2 of the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional
Interest, if any, semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2021, or
if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest
on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [the
date of issuance];2 provided that if there is no existing Default or Event of Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Notes,
in which case interest shall accrue from the date of authentication. The Issuers shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that
is the rate then in effect, to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace
periods) from time to time on demand at the same rate, to the extent lawful. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.


 


2.            Method
of Payment. The Issuers will pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the
Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest
Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided
in Section 2.11 of the Indenture with respect to defaulted interest. Holders must surrender Notes to the Paying Agent to collect
payments of principal and premium, if any, together with accrued and unpaid interest and Additional Interest, if any, due at maturity.
The Notes will be payable as to principal, premium, if any, interest and Additional Interest, if any, at the office or agency of
the Issuers maintained for such purpose within the United States, or, at the option of the Issuers, payment of interest and Additional
Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds to an account in the United States will be required with respect to
any amounts due on all Global Notes and all other Notes the Holders of at least $5.0 million in aggregate principal amount of which
shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and private debts.


 





 






2 In the Global Note representing
the Initial Notes, this will be October 7, 2020.


 






    	 	Ex. 1 to App. - 5	 



     


    

 


3.             Paying
Agent and Registrar. Initially, Regions Bank, the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.


 


4.             Indenture.
The Issuers issued the Notes under an Indenture dated as of October 7, 2020 (“Indenture”) among the Issuers, the
Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all
such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Notes are unsecured senior
obligations of the Issuers limited to $350.0 million aggregate principal amount in the case of Notes issued on the Initial
Issuance Date (as defined in the Indenture). To the maximum extent permitted by law, in the case of any conflict between the provisions
of this Note and the Indenture, the provisions of the Indenture shall control.


 


5.             Optional
Redemption.


 


(a)            Except
as set forth in clauses (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes
prior to January 15, 2024. On or after January 15, 2024, the Issuers may on one or more occasions redeem all or part
of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest
and Additional Interest, if any, on the Notes to be redeemed to the applicable redemption date (subject to the right of Holders
on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if
redeemed during the twelve-month period beginning on January 15 of the years indicated below:


 


	YEAR	 	PERCENTAGE	 
	2024	 	 	103.438	%
	2025	 	 	102.292	%
	2026	 	 	101.146	%
	2027 and thereafter	 	 	100.000	%




 


(b)            Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time prior to October 15, 2023, the Issuers
may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued
under this Indenture at a redemption price of 106.875% of the principal amount, plus accrued and unpaid interest and Additional
Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on
an Interest Payment Date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one
or more Equity Offerings, provided that:


 


(1)            at
least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture remains outstanding
immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries); and


 






    	 	Ex. 1 to App. - 6	 



     


    

 


(2)            the
redemption occurs within 180 days of the date of the closing of each such Equity Offering.


 


(c)            Prior
to January 15, 2024, the Issuers may on any one or more occasions redeem all or part of the Notes at a redemption price equal
to the sum of:


 


(1)            the
principal amount thereof, plus


 


(2)            the
Make Whole Premium,


 


plus accrued and unpaid interest and Additional
Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on
an Interest Payment Date that is on or prior to the redemption date).


 


(d)            The
Notes may also be redeemed, as a whole, following certain Change of Control Offers or Alternate Offers, at the redemption price
and subject to the conditions set forth in Section 4.15(6) of the Indenture.


 


(e)            Any
redemption pursuant to Section 3.07 of the Indenture shall be made pursuant to the provisions of Section 3.01 through
Section 3.06 of the Indenture.


 


6.             Mandatory
Redemption; Open Market Purchases.


 


Except as set forth
in Paragraph 7 below, neither of the Issuers shall be required to make mandatory redemption or sinking fund payments with respect
to the Notes or to repurchase the Notes at the option of the Holders.


 


The Company may acquire
notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in
accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.


 


7.             Repurchase
at Option of Holder.


 


(a)           Within
30 days following the occurrence of a Change of Control Triggering Event, unless the Issuers have previously or concurrently exercised
their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make a cash tender offer (a “Change
of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000)
of each Holder’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount of Notes repurchased,
plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of settlement (the “Change
of Control Settlement Date”), subject to the right of Holders on the relevant record date to receive interest due on an Interest
Payment Date that is on or prior to the Change of Control Settlement Date. No later than 30 days following any Change of Control
Triggering Event, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described
in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing
the transaction or transactions that constitute the Change of Control Triggering Event and setting forth the procedures governing
the Change of Control Offer as required by Section 4.15 of the Indenture.


 






    	 	Ex. 1 to App. - 7	 



     


    

 


(b)            On
the 361st day after the Asset Sale (or, at the Company’s option, any earlier date or, as provided in the Indenture, on the
541st day after the Asset Sale), if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company will make an
Asset Sale Offer to all Holders of Notes, and to all holders of Pari Passu Indebtedness then outstanding, to purchase the maximum
principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in
any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the Settlement
Date, subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on
or prior to the Settlement Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of
Excess Proceeds, the respective aggregate amount of Notes and such Pari Passu Indebtedness to be purchased shall be determined
on a pro rata basis, and the Trustee shall select the Notes to be purchased in such aggregate amount on a pro rata basis as set
forth in Section 3.09(h) of the Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will
be reset at zero.


 


(c)            Holders of
Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as applicable,
from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled
 “Option of Holder to Elect Purchase” on the reverse of the Notes.


 


8.             Notice
of Redemption. Notice of redemption will be sent at least 15 days but not more than 60 days (except as otherwise provided in
the Indenture if the notice is issued in connection with a Legal Defeasance, Covenant Defeasance or Discharge) before the redemption
date to each Holder whose Notes are to be redeemed at its registered address. If sent in the manner provided for in Section 3.03
of the Indenture, the notice of optional redemption shall be conclusively presumed to have been given whether or not a Holder receives
such notice. Failure to give timely notice or any defect in the notice shall not affect the validity of the redemption. Notes in
denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000, unless all
of the Notes held by a Holder are to be redeemed. On and after the redemption date interest and Additional Interest, if any, will
cease to accrue on Notes or portions thereof called for redemption.


 


9.             Guarantees.
The payment by the Issuers of the principal of, and premium, if any, interest and Additional Interest, if any, on, the Notes is
fully and unconditionally guaranteed on a joint and several senior unsecured basis by each of the Guarantors to the extent set
forth in the Indenture.


 


10.           Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Company
may require a Holder to pay any Taxes due on transfer or exchange. The Issuers need not exchange or register the transfer of any
Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also,
they need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.


 






    	 	Ex. 1 to App. - 8	 



     


    

 


11.           Persons
Deemed Owners. The registered holder of a Note may be treated as its owner for all purposes.


 


12.           Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent
of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 of the
Indenture, any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes). However, without the consent
of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes (1) to
cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated
Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5
of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform
the Indenture to the Offering Memorandum shall not be deemed to adversely affect such legal rights, (5) to secure the Notes
or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance
of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor or
to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to
comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA,
(9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee or (10) to make
any amendment to the provisions of the Indenture relating to the transfer and legending of the Notes as permitted by this Indenture,
as long as such amendment would not result in the Notes being transferred in violation of the applicable securities laws or materially
and adversely affect the rights of Holders to transfer Notes.


 






    	 	Ex. 1 to App. - 9	 



     


    

 


13.            Defaults
and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default
in payment when due of the principal of, or premium, if any, on the Notes; (iii) failure by the Company to comply with the
provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 180 days after notice
to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to
comply with any of its other agreements in the Indenture; (vi) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of
its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether
such Indebtedness or guarantee now exists or is created after the date of the Indenture, if that default (a) is caused by
a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior
to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates
$50.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded,
or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable
grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration
of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure
by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $50.0 million (to the extent
not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments
are not paid, discharged or stayed for a period of 60 days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect
or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary
Guarantee; and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, Finance Corp.,
any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(i) or
6.01(j) of the Indenture. If any Event of Default occurs and is continuing, the Trustee, by notice to the Issuers, or the
Holders of at least 25% in principal amount of the then outstanding Notes, by notice to the Issuers and the Trustee, may declare
all the Notes to be due and payable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and
premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (i) or (j) of Section 6.01
of the Indenture occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is
a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute
a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable without further action or notice, together
with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Holders may not enforce the Indenture
or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of
the then outstanding Notes may direct the Trustee in its exercise of any trust or power conferred on it. The Trustee may withhold
from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to
the payment of principal, interest, premium or Additional Interest) if it determines that withholding notice is in their interest.
The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of the principal of, or premium, interest or Additional Interest, if any, on, the Notes.
The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture,
and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event
of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.


 






    	 	Ex. 1 to App. - 10	 



     


    

 


14.            Defeasance
and Discharge. The Notes are subject to defeasance and discharge upon the terms and conditions specified in the Indenture.


 


15.            No
Recourse Against Others. None of the General Partner or any past, present or future director, officer, partner, employee, incorporator,
manager or unitholder or other owner of Capital Stock of the General Partner, the Issuers or any Guarantor, as such, shall have
any liability for any obligations of the Issuers or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture,
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.


 


16.            Authentication.
This Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating
agent.


 


17.            Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


18.            Additional
Rights of Holders of Transfer Restricted Securities. In addition to the rights provided to Holders of Notes under the Indenture,
Holders of Transfer Restricted Securities shall have all the rights set forth in the Registration Rights Agreement dated as of
October 7, 2020, among the Issuers, the Guarantors and the Initial Purchasers (the “Registration Rights Agreement”).


 


19.            CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers
have caused CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the Trustee may use CUSIP numbers and corresponding
ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.


 


20.            Governing
Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


21.            Successors.
In the event a successor assumes all the obligations of an Issuer under the Notes and the Indenture, pursuant to the terms thereof,
such Issuer will be released from all such obligations.


 






    	 	Ex. 1 to App. - 11	 



     


    

 


The Company will furnish
to any Holder upon written request and without charge a copy of the Indenture or the Registration Rights Agreement. Requests may
be made to:


 


Global Partners LP


P.O. Box 9161


800 South Street


Waltham, Massachusetts 02454-9161


Attention: Chief Financial Officer


 






    	 	Ex. 1 to App. - 12	 



     


    

 


 



 


ASSIGNMENT FORM


 


To assign this Note,
fill in the form below:


 


I or we assign and
transfer this Note to


 


	 
	Print or type assignee’s name, address and zip code)
	 
	(Insert assignee’s Soc. Sec. or Tax I.D. No.)


 


and irrevocably appoint __________________
agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.


 


	Date:	 	 	Your Signature: 	 
	 	 	Sign exactly as your name appears on the
other side of this Note.




 


Signature Guarantee:


 


	(Signature must be guaranteed)	 



 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


 


In connection with any transfer of any
of the Notes evidenced by this certificate occurring prior to one year after the later of the date of original issuance of such
Notes (or the date of any subsequent reopening of the Notes) and the last date, if any, on which such Notes were owned by an Issuer
or any Affiliate of an Issuer (or, in the case of Regulation S Notes, prior to the expiration of the Distribution Compliance Period),
the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


		(1)	 ̈	to an Issuer; or



 


		(2)	 ̈	pursuant to an effective registration statement under the Securities
Act of 1933; or



 


		(3)	 ̈	to
a person who the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A
under the Securities Act of 1933) that is purchasing for its own account or for the account of a qualified institutional buyer
to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act of 1933; or



 






    Ex. 1 to App. - 13


     


    

 


		(4)	 ̈	outside the United States in an offshore transaction within the meaning
of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or



 


		(5)	 ̈	pursuant
to another available exemption from the registration requirements of the Securities Act of 1933.



 


Unless one of the boxes is checked, the
Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered
holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior
to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act.


 


	 	Signature



 






    Ex. 1 to App. - 14


     


    

 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants
that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion
and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Issuers and any Guarantors as the undersigned has requested pursuant to Rule 144A
or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s
foregoing representations in order to claim the exemption from registration provided by Rule 144A.


 


	Dated:	 	 	



	 	 	 	Notice: To be executed by an executive officer




 






    Ex. 1 to App. - 15


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 





 


If you want to elect
to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:


 


	 ̈
                                                                                                                                             Section 4.10	 ̈  Section 4.15



   



 


If you want to elect
to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state
the amount (in minimum denomination of $2,000 or integral multiples of $1,000 in excess of $2,000) you elect to have purchased:
$____________


 


	Date:	
	 	Your Signature:	

	 	(Sign exactly as your name appears on the other side of this Note)


 


	 	Soc. Sec. or Tax Identification No.:	 



 


	Signature Guarantee:	 	 
	 	(Signature must be guaranteed)




 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


 






    Ex. 1 to App. - 16


     


    

 


[TO BE ATTACHED TO GLOBAL NOTE]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in
this Global Note have been made:


 


	Date	 	Amount of
 increase in
 Principal
 Amount of this 
 Global Note	 	Amount of

 decrease in 

Principal 

Amount of this

 Global Note	 	Principal 

Amount of this

 Global Note

 following such

 increase or 

decrease	 	Signature of 

authorized 

officer 
of Trustee or 
Notes Custodian




 






    Ex. 1 to App. - 17


     


    

 


EXHIBIT A TO RULE 144A/REGULATION
S APPENDIX


 


[FORM OF FACE OF EXCHANGE NOTE]


 


If the Note is to be issued in global form
add the Global Notes Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and the attachment from such Exhibit 1
captioned “[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”.


 


All references to “Additional Interest”
in the Note shall be deleted unless, at the date of issuance of the Exchange Note, any Registration Default (as defined in the
applicable Registration Rights Agreement) has occurred with respect to the related Initial Notes during the interest period in
which such date of issuance occurs.


 






    Ex. A to App. - 1


     


    

 


[FORM OF FACE OF EXCHANGE NOTE]


 


GLOBAL PARTNERS LP


 


GLP FINANCE CORP.


 


	No.	$	




 


CUSIP No. 

ISIN No.


 


6.875% Senior Note due 2029


 


Global Partners LP,
a Delaware limited partnership, and GLP Finance Corp., a Delaware corporation, jointly and severally promise to pay to __________,
or registered assigns, the principal sum of __________ Dollars on January 15, 2029 [or such greater or lesser amount as may
be indicated on the Schedule attached hereto].3


 


Interest Payment Dates:
January 15 and July 15.


 


Record Dates: January 1
and July 1.


 


Additional provisions
of this Note are set forth on the other side of this Note.


 





 






3 If this Note is a Global Note, add this provision.


 






    Ex. A to App. - 2


     


    

 


	 	GLOBAL PARTNERS LP
	 
	 	By:	GLOBAL GP LLC,
	 	 	its General Partner
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 
	 	GLP FINANCE CORP.
	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


TRUSTEE’S CERTIFICATE OF 


AUTHENTICATION


 


Regions Bank, 


as Trustee, certifies that 


this is one of the Notes 


referred to in the Indenture.


 


	By	 	 
	 	Authorized Signatory	 




 


Dated:


 






    Ex. A to App. - 3


     


    

 


[FORM OF REVERSE SIDE OF EXCHANGE NOTE]


 


6.875% Senior Note due 2029


 


Capitalized terms used
herein but not defined shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.            Interest.
Global Partners LP, a Delaware limited partnership (the “Company”), and GLP Finance Corp., a Delaware corporation
(the “Finance Corp.” and, together with the Company, the “Issuers”), jointly and severally promise
to pay interest on the principal amount of this Note at 6.875% per annum until maturity. The Issuers will pay interest semi-annually
in arrears on January 15 and July 15 of each year, commencing July 15, 2021, or if any such day is not a Business
Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been paid, from [the date of issuance]; provided that
if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date, except in the case of the original issuance of Notes, in which case interest shall accrue from the date
of authentication. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue principal and premium, if any, from time to time on demand at a rate that is the rate then in effect, to the extent
lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments
of interest (without regard to any applicable grace periods) from time to time on demand at the same rate, to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


2.            Method
of Payment. The Issuers will pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the
Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest
Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided
in Section 2.11 of the Indenture with respect to defaulted interest. Holders must surrender Notes to the Paying Agent to collect
payments of principal and premium, if any, together with accrued and unpaid interest due at maturity. The Notes will be payable
as to principal, premium, if any, interest at the office or agency of the Issuers maintained for such purpose within the United
States, or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders at their addresses set
forth in the register of Holders, and provided that payment by wire transfer of immediately available funds to an account in the
United States will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of at least
$5.0 million in aggregate principal amount of which shall have provided wire transfer instructions to the Issuers or the Paying
Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts.


 


3.            Paying
Agent and Registrar. Initially, Regions Bank, the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.


 






    Ex. A to App. - 4


     


    

 


4.            Indenture.
The Issuers issued the Notes under an Indenture dated as of October 7, 2020 (“Indenture”) among the Issuers, the
Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all
such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Notes are unsecured senior
obligations of the Issuers limited to $350.0 million aggregate principal amount in the case of Notes issued on the Initial Issuance
Date (as defined in the Indenture). To the maximum extent permitted by law, in the case of any conflict between the provisions
of this Note and the Indenture, the provisions of the Indenture shall control.


 


5.            Optional
Redemption.


 


(a)          Except
as set forth in clauses (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes
prior to January 15, 2024. On or after January 15, 2024, the Issuers may on one or more occasions redeem all or part
of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest
on the Notes to be redeemed to the applicable redemption date (subject to the right of Holders on the relevant record date to receive
interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period
beginning on January 15 of the years indicated below:


 


	YEAR	 	PERCENTAGE	 
	2024	 	 	103.438	%
	2025	 	 	102.292	%
	2026	 	 	101.146	%
	2027 and thereafter	 	 	100.000	%



 


(b)            Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time prior to October 15, 2023, the Issuers
may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued
under this Indenture at a redemption price of 106.875% of the principal amount, plus accrued and unpaid interest to the redemption
date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on
or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings, provided
that:


 


(1)            at
least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture remains outstanding
immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries); and


 


(2)            the
redemption occurs within 180 days of the date of the closing of each such Equity Offering.


 






    Ex. A to App. - 5


     


    

 


(c)           Prior
to January 15, 2024, the Issuers may on any one or more occasions redeem all or part of the Notes at a redemption price equal
to the sum of:


 


(1)            the
principal amount thereof, plus


 


(2)            the
Make Whole Premium,


 


plus accrued and unpaid interest to the
redemption date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date
that is on or prior to the redemption date).


 


(d)            The
Notes may also be redeemed, as a whole, following certain Change of Control Offers of Alternate Offers, at the redemption price
and subject to the conditions set forth in Section 4.15(6) of the Indenture.


 


(e)            Any
redemption pursuant to Section 3.07 of the Indenture shall be made pursuant to the provisions of Section 3.01 through
Section 3.06 of the Indenture.


 


6.             Mandatory
Redemption; Open Market Purchases.


 


Except as set forth
in Paragraph 7 below, neither of the Issuers shall be required to make mandatory redemption or sinking fund payments with respect
to the Notes or to repurchase the Notes at the option of the Holders.


 


The Company may acquire
notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in
accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.


 


7.             Repurchase
at Option of Holder.


 


(a)           Within
30 days following the occurrence of a Change of Control Triggering Event, unless the Issuers have previously or concurrently exercised
their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make a cash tender offer (a “Change
of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000)
of each Holder’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount of Notes repurchased,
plus accrued and unpaid interest on the Notes repurchased to the date of settlement (the “Change of Control Settlement Date”),
subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior
to the Change of Control Settlement Date. No later than 30 days following any Change of Control Triggering Event, unless the Issuers
have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company
shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that
constitute the Change of Control Triggering Event and setting forth the procedures governing the Change of Control Offer as required
by Section 4.15 of the Indenture.


 






    Ex. A to App. - 6


     


    

 


(b)           On
the 361st day after the Asset Sale (or, at the Company’s option, any earlier date or, as provided in the Indenture, on the
541st day after the Asset Sale), if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company will make an
Asset Sale Offer to all Holders of Notes, and to all holders of Pari Passu Indebtedness then outstanding, to purchase the maximum
principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in
any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the Settlement
Date, subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on
or prior to the Settlement Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of
Excess Proceeds, the respective aggregate amount of Notes and such Pari Passu Indebtedness to be purchased shall be determined
on a pro rata basis, and the Trustee shall select the Notes to be purchased in such aggregate amount on a pro rata basis as set
forth in Section 3.09(h) of the Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will
be reset at zero.


 


(c)           Holders of
Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as applicable,
from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled
 “Option of Holder to Elect Purchase” on the reverse of the Notes.


 


8.             Notice
of Redemption. Notice of redemption will be sent at least 15 days but not more than 60 days (except as otherwise provided in
the Indenture if the notice is issued in connection with a Legal Defeasance, Covenant Defeasance or Discharge) before the redemption
date to each Holder whose Notes are to be redeemed at its registered address. If sent in the manner provided for in Section 3.03
of the Indenture, the notice of optional redemption shall be conclusively presumed to have been given whether or not a Holder receives
such notice. Failure to give timely notice or any defect in the notice shall not affect the validity of the redemption. Notes in
denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000, unless all
of the Notes held by a Holder are to be redeemed. On and after the redemption date interest will cease to accrue on Notes or portions
thereof called for redemption.


 


9.             Guarantees.
The payment by the Issuers of the principal of, and premium, if any, and interest on, the Notes is fully and unconditionally guaranteed
on a joint and several senior unsecured basis by each of the Guarantors to the extent set forth in the Indenture.


 


10.           Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Company
may require a Holder to pay any Taxes due on transfer or exchange. The Issuers need not exchange or register the transfer of any
Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also,
they need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.


 


11.           Persons
Deemed Owners. The registered holder of a Note may be treated as its owner for all purposes.


 






    Ex. A to App. - 7


     


    

 


12.            Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent
of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 of the
Indenture, any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes). However, without the consent
of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes (1) to
cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated
Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5
of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform
the Indenture to the Offering Memorandum shall not be deemed to adversely affect such legal rights, (5) to secure the Notes
or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance
of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor or
to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to
comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA,
(9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee or (10) to make
any amendment to the provisions of the Indenture relating to the transfer and legending of the Notes as permitted by this Indenture,
as long as such amendment would not result in the Notes being transferred in violation of the applicable securities laws or materially
and adversely affect the rights of Holders to transfer Notes.


 






    Ex. A to App. - 8


     


    

 


13.            Defaults
and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default
in payment when due of the principal of, or premium, if any, on the Notes; (iii) failure by the Company to comply with the
provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 180 days after notice
to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to
comply with any of its other agreements in the Indenture; (vi) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of
its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether
such Indebtedness or guarantee now exists or is created after the date of the Indenture, if that default (a) is caused by
a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior
to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates
$50.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded,
or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable
grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration
of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure
by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $50.0 million (to the extent
not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments
are not paid, discharged or stayed for a period of 60 days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect
or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary
Guarantee; and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, Finance Corp.,
any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(i) or
6.01(j) of the Indenture. If any Event of Default occurs and is continuing, the Trustee, by notice to the Issuers, or the
Holders of at least 25% in principal amount of the then outstanding Notes, by notice to the Issuers and the Trustee, may declare
all the Notes to be due and payable immediately, together with all accrued and unpaid interest, and premium, if any, thereon. Notwithstanding
the preceding, if an Event of Default specified in clause (i) or (j) of Section 6.01 of the Indenture occurs with
respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the
Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary
of the Company, all outstanding Notes shall become due and payable without further action or notice, together with all accrued
and unpaid interest, and premium, if any, thereon. Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest, premium)
if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, or
premium or interest on, the Notes. The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding
compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming
aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.


 


14.            Defeasance
and Discharge. The Notes are subject to defeasance and discharge upon the terms and conditions specified in the Indenture.


 


15.            No
Recourse Against Others. None of the General Partner or any past, present or future director, officer, partner, employee, incorporator,
manager or unitholder or other owner of Capital Stock of the General Partner, the Issuers or any Guarantor, as such, shall have
any liability for any obligations of the Issuers or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture,
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.


 






    Ex. A to App. - 9


     


    

 


16.          Authentication.
This Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating
agent.


 


17.          Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


18.          CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers
have caused CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the Trustee may use CUSIP numbers and corresponding
ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.


 


19.          Governing
Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


20.          Successors.
In the event a successor assumes all the obligations of an Issuer under the Notes and the Indenture, pursuant to the terms thereof,
such Issuer will be released from all such obligations.


 


The Company will furnish
to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:


 


Global Partners LP 


P.O. Box 9161 


800 South Street 


Waltham, Massachusetts 02454-9161 


Attention: Chief Financial Officer


 







    Ex. A to App. - 10


     


    

 



 


ASSIGNMENT FORM


 


To assign this Note,
fill in the form below:


 


I or we assign and
transfer this Note to


 


	 
	Print or type assignee’s name, address and zip code)
	 
	 
	(Insert assignee’s Soc. Sec. or Tax I.D. No.)


 


and irrevocably appoint __________________
agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.


 


	Date:	 	 	Your Signature: 	 
	 	 	Sign exactly as your name appears on the
other side of this Note.




 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 




    	 	Ex. A to App. - 11	 



     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect
to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:


 


	 ̈  Section 4.10	 ̈  Section 4.15


 


If you want to elect
to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state
the amount (in minimum denomination of $2,000 or integral multiples of $1,000 in excess of $2,000) you elected to have purchased:
$____________


 


	Date:	 	 	Your Signature: 	 
	 	 	(Sign exactly as your name appears on the
other side of this Note)


 


		Soc. Sec. or Tax Identification No.:	 



 


	Signature
Guarantee:	 	 
	 	(Signature
must be guaranteed)	 



 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


 




    	 	Ex. A to App. - 12	 



     


    

 


ANNEX A


 





 



 


 


GLOBAL PARTNERS LP


 


GLP FINANCE CORP.


 


and


 


the
Guarantors named herein


 





 



 


6.875% SENIOR NOTES DUE 2029


 





 



 








 



 


FORM OF SUPPLEMENTAL INDENTURE

AND AMENDMENT -- SUBSIDIARY GUARANTEE


 


DATED AS OF ____________ __, ____


 





 



 


REGIONS BANK


 


Trustee


 





 



 


 





 



 




    A-1


     


    

 


This SUPPLEMENTAL INDENTURE,
dated as of ___________ __, ____, is among Global Partners LP, a Delaware limited partnership (the “Company”), GLP
Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”),
each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”)
and Regions Bank, an Alabama state-chartered banking corporation, as Trustee.


 


RECITALS


 


WHEREAS, the Issuers,
the initial Guarantors and the Trustee entered into an Indenture, dated as of October 7, 2020 (the “Indenture”),
pursuant to which the Issuers have issued $350,000,000 in the aggregate principal amount of 6.875% Senior Notes due 2029 (the “Notes”);


 


WHEREAS, Section 9.01(g) of
the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply
with Section 4.13 or 10.03 thereof, without the consent of the Holders of the Notes; and


 


WHEREAS, all acts and
things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents)
of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding
on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;


 


NOW, THEREFORE, to
comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee
covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:


 


ARTICLE 1


 


Section 1.01.     This
Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes.


 


Section 1.02.     This
Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors
and the Trustee.


 


ARTICLE 2


 


From this date, in
accordance with Section 4.13 or 10.03 and by executing this Supplemental Indenture, the Guarantors whose signatures appear
below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.


 


ARTICLE 3


 


Section 3.01.     Except
as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis)
and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition
having the same respective meanings ascribed to them as in the Indenture.


 






    A-2


     


    

 


Section 3.02.     No
duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental
Indenture. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers.
This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture
with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee
with respect hereto.


 


Section 3.03.     THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 3.04.     The
parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed
copies together shall represent the same agreement.


 


[NEXT PAGE IS SIGNATURE PAGE]


 




    A-3


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.


 


	 	GLOBAL PARTNERS LP
	 	 	 
	 	By:	GLOBAL GP LLC,
	 	 	its General Partner
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	GLP FINANCE CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	GUARANTORS
	 	 	 
	 	global operating llc
	 	 	 
	 	By:	Global Partners LP,
	 	 	its Sole Member
	 	 	 
	 	By:	Global GP LLC,
	 	 	its General Partner
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    A-4


     


    

 


	 	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:


 









    A-5


     


    

 


	 	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.
	 	 	 
	 	By:	                            
	 	 	Name:
	 	 	Title:
	 	 	 
	 	GLOBAL PARTNERS ENERGY CANADA ULC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    A-6


     


    

 


	 	REGIONS BANK, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 








    A-7