Exhibit 10.1
    

    
      


    

    
      SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
    

    
      This Second Amendment to Amended and Restated Credit Agreement (this
      "Second Amendment") is made as of July 19, 2011, by and among
      GLOBAL OPERATING LLC, a Delaware limited liability company ("OLLC"),
      GLOBAL COMPANIES LLC, a Delaware limited liability company ("Global"),
      GLOBAL MONTELLO GROUP CORP., a Delaware corporation ("Montello"),
      GLEN HES CORP., a Delaware corporation ("Glen Hes"), CHELSEA
      SANDWICH LLC, a Delaware limited liability company ("Chelsea LLC"), GLP
      FINANCE CORP., a Delaware corporation ("Finance"), GLOBAL
      ENERGY MARKETING LLC, a Delaware limited liability company ("GEM"  and,
      collectively with OLLC, Global, Montello, Glen Hes, Chelsea LLC and
      Finance, the "Borrowers" and each a "Borrower"),
      GLOBAL PARTNERS LP, a Delaware limited partnership (the "MLP"),
      GLOBAL GP LLC, a Delaware limited liability company (the "GP"
      and, collectively with the MLP, the "Guarantors and each individually, a
      "Guarantor"), each "Lender" (as such term is defined in the Credit
      Agreement referred to below) (collectively, the "Lenders"
      and each individually, a "Lender") party hereto  and Bank of
      America, N.A. as Administrative Agent and L/C Issuer (as each such term
      is defined in the Credit Agreement), amending certain provisions of that
      certain Amended and Restated Credit Agreement dated as of May 14, 2010
      (as amended and in effect from time to time, the "Credit Agreement") by
      and among the Borrowers, the Guarantors, the Lenders, the Administrative
      Agent, the L/C Issuer, JPMorgan Chase Bank, N.A. as Syndication Agent
      and Societe Generale, Standard Chartered Bank, Wells Fargo Bank, N.A.
      and RBS Citizens, National Association, as Co-Documentation
      Agents.  Terms not otherwise defined in the Credit Agreement shall have
      the same respective meanings herein as therein.
    

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

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

    
      §1.  Amendment to Section 7.03 of the Credit
      Agreement.  Section 7.03(e)(ii) of the Credit Agreement is
      hereby amended by deleting the words "such Swap Contract does not
      contain any provision exonerating the non-defaulting party from its
      obligation to make payments on outstanding transactions to the
      defaulting party" which appear in Section 7.03(e)(ii) and substituting
      in place thereof the words "such Swap Contract does not contain any
      provision permanently exonerating the non-defaulting party from its
      obligation to make payments on outstanding transactions to the
      defaulting party"
    

    
      §2.  Amendment to Section 7 of the Credit Agreement.  Section
      7.18 of the Credit Agreement is hereby amended as follows:
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (a)       Section 7.18(ii) of the Credit Agreement is hereby amended by
      deleting Section 7.18(ii) in its entirety and restating Section 7.18(ii)
      as follows:
    

    
       (ii)      Minimum EBITDA.  Permit
      Combined EBITDA (a) as at the end of each fiscal quarter, other than the
      fiscal quarters ending September 30, 2011 and December 31, 2011, to be
      less than $75,000,000 for the Reference Period ended on such fiscal
      quarter end date, and (b) as at the end of each of the fiscal quarters
      ending September 30, 2011 and December 31, 2011 to be less than
      $70,000,000 for the Reference Period ended on each such fiscal quarter
      end date.
    

    
      (b)       Section 7.18(iii) of the Credit Agreement is hereby amended by
      deleting Section 7.18(iii) in its entirety and restating Section
      7.18(iii) as follows:
    

    
      (iii)     Combined Interest Coverage Ratio.  Permit
      the Combined Interest Coverage Ratio as of the end of any fiscal quarter
      to be less than the ratio set forth below opposite such fiscal quarter:
    

    
    	
          Fiscal Quarter Ending
        	
          
            Combined Interest
Coverage Ratio
          

        
	
          June 30, 2011
        	
          2.00:1.00
        
	
          September 30, 2011 and December 31, 2011
        	
          1.65:1.00
        
	
          March 31, 2012
        	
          1.75:1.00
        
	
          June 30, 2012 and each fiscal quarter ending thereafter
        	
          2.00:1.00
        


    

    
      (c)       Section 7.18(iv) of the Credit Agreement is hereby amended by
      deleting Section 7.18(iii) in its entirety and restating Section
      7.18(iv) as follows:
    

    
      (iv)      Combined Senior Secured
      Leverage Ratio.  Permit the Combined Senior Secured Leverage Ratio
      as of the end of any fiscal quarter to be greater than the ratio set
      forth below opposite such fiscal quarter:
    

    
    	
          Fiscal Quarter Ending
        	
          
            Combined Senior
Secured Leverage
Ratio
          

        
	
          June 30, 2011
        	
          2.50:1.00
        
	
          September 30, 2011 and December 31, 2011
        	
          3.00:1.00
        
	
          March 31, 2012 and each fiscal quarter ending thereafter
        	
          2.75:1.00
        


    

    
      
        

        

      

      
        
          -2-
        

        
          


        

      

      
        

        

      

    

    

    

    
      §3.  Conditions to Effectiveness.This
      Second Amendment will become effective as of the date hereof upon
      satisfaction of the following conditions:
    

    
      (a)        fully-executed original counterparts of this Second Amendment
      executed by the Loan Parties, the Administrative Agent and the required
      Lenders;
    

    
      (b)       receipt by the Administrative Agent for the respective
      accounts of each Lender who consents to the Second Amendment on or prior
      to 5:00 p.m. (Boston time) by July 14, 2011 of an amendment fee of 12.5
      basis points on such Lender's WC Commitment and Revolver Commitment; and
    

    
      (c)       payment to the Administrative Agent for the account of the
      Administrative Agent of the fees contemplated by the fee letter dated as
      of the date hereof by and among the Borrowers and the Administrative
      Agent.
    

    
      §4.       Representations
      and Warranties.  Each of the Loan Parties hereby repeats, on and
      as of the date hereof, each of the representations and warranties made
      by it in Article V of the Credit Agreement, provided, that all
      references therein to the Credit Agreement shall refer to such Credit
      Agreement as amended hereby.  In addition, each of the Loan Parties
      hereby represents and warrants that the execution and delivery by such
      Loan Party of this Second Amendment and the performance by each such
      Loan Party of all of its agreements and obligations under the Credit
      Agreement as amended hereby and the other Loan Documents to which it is
      a party are within the corporate, partnership and/or limited liability
      company authority of each of the Loan Parties and have been duly
      authorized by all necessary corporate, partnership and/or membership
      action on the part of each of the Loan Parties.
    

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

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

    
      §7.       Counterparts.  This
      Second Amendment may be executed in one or more counterparts, each of
      which shall be deemed an original but which together shall constitute
      one and the same instrument.
    

    
      
        

        

      

      
        
          -3-
        

        
          


        

      

      
        

        

      

    

    

    

    
      §8.       Governing Law.  THIS
      SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).
    

    
      
        

        

      

      
        
          -4-
        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, the parties hereto have executed this Second
      Amendment as a document under seal as of the date first above written.
    


    	
           
        	
          
            GLOBAL OPERATING LLC
          

        
	

        	
          
            By: Global Partners LP, its sole member
          

        
	

        	
          
            By: Global GP LLC, its general partner
          

        
	
           
        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Thomas J. Hollister
          

        
	

        	

        	
          Title: COO & CFO
        
	
           
        
	
           
        
	

        	
          
            GLOBAL COMPANIES LLC
          

        
	

        	
          
            By: Global Operating LLC, its sole member
          

        
	

        	
          
            By: Global Partners LP, its sole member
          

        
	

        	
          
            By: Global GP LLC, its general partner
          

        
	
           
        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Thomas J. Hollister
          

        
	

        	

        	
          Title: COO & CFO
        
	
           
        
	
           
        
	

        	
          
            GLOBAL MONTELLO GROUP CORP.
          

        
	
           
        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Thomas J. Hollister
          

        
	

        	

        	
          Title: COO & CFO
        
	
           
        
	
          
             
          

        
	

        	
          
            CHELSEA SANDWICH LLC
          

        
	

        	
          
            By: Global Operating LLC, its sole member
          

        
	

        	
          
            By: Global Partners LP, its sole member
          

        
	
          
             
          

        	
          
            By: Global GP LLC, its general partner
          

        
	
           
        
	
           
        
	
          
             
          

        	
          
            By:
          

        	
          
            /s/ Thomas J. Hollister
          

        
	

        	

        	
          
            Title: COO & CFO
          

        
	
           
        
	
           
        
	

        	
          
            GLEN HES CORP.
          

        
	
           
        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Edward J. Faneuil
          

        
	

        	

        	
          Title: Executive Vice President
        


    

    
      
        

        

      

      
        
          -5-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            GLP FINANCE CORP.
          

        
	
           
        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Edward J. Faneuil
          

        
	

        	

        	
          Title: Executive Vice President
        
	
           
        
	
           
        
	

        	
          
            GLOBAL ENERGY MARKETING LLC
          

        
	

        	
          
            By: Global Operating LLC, its sole member
          

        
	

        	
          
            By: Global Partners LP, its sole member
          

        
	

        	
          
            By: Global GP LLC, its general partner
          

        
	
           
        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Edward J. Faneuil
          

        
	

        	

        	
          Title: Executive Vice President
        
	
           
        
	
           
        
	

        	
          
            GLOBAL PARTNERS LP
          

        
	

        	
          
            By: Global GP LLC, its general partner
          

        
	
           
        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Edward J. Faneuil
          

        
	

        	

        	
          Title: Executive Vice President
        
	
           
        
	
           
        
	

        	
          
            GLOBAL GP LLC
          

        
	
          
             
          

        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Edward J. Faneuil
          

        
	

        	

        	
          Title: Executive Vice President
        


    

    
      
        

        

      

      
        
          -6-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            BANK OF AMERICA, N.A., as
          

        
	

        	
          Administrative Agent
        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Alan Tapley
          

        
	

        	
          
            Name:
          

        	
          
            Alan Tapley
          

        
	

        	
          
            Title:
          

        	
          
            Assistant Vice President
          

        


    

    
      
        

        

      

      
        
          -7-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            BANK OF AMERICA, N.A., as a Lender and L/C Issuer
          

        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Stephen J. Hoffman
          

        
	
          
             
          

        	
          
            Name:
          

        	
          
            Stephen J. Hoffman
          

        
	

        	
          
            Title:
          

        	
          
            Managing Director
          

        


    

    
      
        

        

      

      
        
          -8-
        

        
          


        

      

      
        

        

      

    

    

    


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

        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Thomas G. Williams
          

        
	

        	
          
            Name:
          

        	
          
            Thomas G. Williams
          

        
	

        	
          
            Title:
          

        	
          
            Vice President
          

        


    

    
      
        

        

      

      
        
          -9-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            WELLS FARGO BANK, N.A., as a Lender
          

        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Daniel M. Grondin
          

        
	

        	
          
            Name:
          

        	
          
            Daniel M. Grondin
          

        
	

        	
          
            Title:
          

        	
          
            Senior Vice President
          

        


    

    
      
        

        

      

      
        
          -10-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            SOCIETE GENERALE, as a Lender
          

        
	
           
        
	
           
        
	

        	
          By:
        	
          /s/ Barbara Paulsen
        
	

        	
          Name:
        	
          Barbara Paulsen
        
	

        	
          Title:
        	
          Managing Director
        
	
           
        
	
           
        
	

        	
          By:
        	
           
        
	

        	
          Name:
        	
           
        
	

        	
          Title:
        	
           
        


    

    
      
        

        

      

      
        
          -11-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            STANDARD CHARTERED BANK, as a Lender
          

        
	
           
        
	

        	
          
            By:
          

        	
          
            /s/ James P. Hughes
          

        
	

        	
          
            Name:
          

        	
          
            James P. Hughes
          

        
	

        	
          
            Title:
          

        	
          
            Director
          

        
	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Andrew Ng
          

        
	

        	
          
            Name:
          

        	
          
            Andrew Ng
          

        
	

        	
          
            Title:
          

        	
          
            Director
          

        


    

    
      
        

        

      

      
        
          -12-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            RBS CITIZENS, NATIONAL ASSOCIATION, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Donald A. Wright
        
	

        	
          Name:
        	
          Donald A. Wright
        
	

        	
          Title:
        	
          Senior Vice President
        


    

    
      
        

        

      

      
        
          -13-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            BNP PARIBAS, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Matthew L. Rosetti
        
	

        	
          Name:
        	
          Matthew L. Rosetti
        
	

        	
          Title:
        	
          Director
        
	
           
        
	
           
        
	

        	
          By:
        	
          /s/ A-C Mathiot
        
	

        	
          Name:
        	
          A-C Mathiot
        
	

        	
          Title:
        	
          Managing Director
        


    

    
      
        

        

      

      
        
          -14-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK
            NEDERLAND" NEW YORK BRANCH, as a Lender
          

        
	
           
        
	
          
             
          

        	
          By:
        	
          /s/ Eva Rushkevich
        
	

        	
          Name:
        	
          Eva Rushkevich
        
	

        	
          Title:
        	
          Executive Director
        
	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
           
        
	

        	
          Name:
        	
           
        
	

        	
          Title:
        	
           
        


    

    
      
        

        

      

      
        
          -15-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            SOVEREIGN BANK, as a Lender
          

        
	

        	
           
        
	

        	
          By:
        	
          /s/ Robert D. Lanigan
        
	

        	
          Name:
        	
          Robert D. Lanigan
        
	

        	
          Title:
        	
          Senior Vice President
        


    

    
      
        

        

      

      
        
          -16-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as
            a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Zali Win
        
	

        	
          Name:
        	
          Zali Win
        
	

        	
          Title:
        	
          Managing Director
        
	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Michael Kermarrec
        
	

        	
          Name:
        	
          Michael Kermarrec
        
	

        	
          Title:
        	
          Vice President
        


    

    
      
        

        

      

      
        
          -17-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            KEYBANK NATIONAL ASSOCIATION, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Keven D. Smith
        
	

        	
          Name:
        	
          Keven D. Smith
        
	

        	
          Title:
        	
          Senior Vice President
        


    

    
      
        

        

      

      
        
          -18-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            TORONTO DOMINION (NEW YORK) LLC, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Robyn Zeller
        
	

        	
          Name:
        	
          Robyn Zeller
        
	

        	
          Title:
        	
          Vice President
        


    

    
      
        

        

      

      
        
          -19-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            RB INTERNATIONAL FINANCE (USA) LLC
(formerly known as
            RZB FINANCE LLC), as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Astrid Wilke
        
	

        	
          Name:
        	
          Astrid Wilke
        
	

        	
          Title:
        	
          Vice President
        
	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Pearl Geffers
        
	

        	
          Name:
        	
          Pearl Geffers
        
	

        	
          Title:
        	
          First Vice President
        


    

    
      
        

        

      

      
        
          -20-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            ROYAL BANK OF CANADA, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Jason S. York
        
	

        	
          Name:
        	
          Jason S. York
        
	

        	
          Title:
        	
          Authorized Signatory
        


    

    
      
        

        

      

      
        
          -21-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            RAYMOND JAMES BANK, FSB, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Garrett McKinnon
        
	

        	
          Name:
        	
          Garrett McKinnon
        
	

        	
          Title:
        	
          Senior Vice President
        


    

    
      
        

        

      

      
        
          -22-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            BARCLAYS BANK PLC, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Allen Huang
        
	

        	
          Name:
        	
          Allen Huang
        
	

        	
          Title:
        	
          Assistant Vice President
        


    

    
      
        

        

      

      
        
          -23-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            WEBSTER BANK NATIONAL ASSOCIATION, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Carol Carver
        
	

        	
          Name:
        	
          Carol Carver
        
	

        	
          Title:
        	
          Vice President
        


    

    
      
        

        

      

      
        
          -24-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            NATIXIS, NEW YORK BRANCH, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Carla Sweet
        
	

        	
          Name:
        	
          Carla Sweet
        
	

        	
          Title:
        	
          Director
        
	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Vincent Lauras
        
	

        	
          Name:
        	
          Vincent Lauras
        
	

        	
          Title:
        	
          Senior Managing Director
        


    

    
      
        

        

      

      
        
          -25-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM
            MAIN, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Nikolas V. Pflug
        
	

        	
          Name:
        	
          Nikolas V. Pflug
        
	

        	
          Title:
        	
          Senior Vice President
        
	
           
        
	
           
        
	

        	
          By:
        	
          /s/ Carlos Lunardini
        
	

        	
          Name:
        	
          Carlos Lunardini
        
	

        	
          Title:
        	
          Vice President
        


    

    
      
        

        

      

      
        
          -26-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            BRANCH BANKING & TRUST COMPANY, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Roger E. Searls
        
	

        	
          Name:
        	
          Roger E. Searls
        
	

        	
          Title:
        	
          Vice President
        


    

    
      
        

        

      

      
        
          -27-
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            SUMITOMO MITSUI BANKING CORPORATION, as a Lender
          

        
	
           
        
	

        	
          By:
        	
          /s/ Masakazu Hasegawa
        
	

        	
          Name:
        	
          Masakazu Hasegawa
        
	

        	
          Title:
        	
          General Manager
        


    

    

    

    
      
        

        

      

      
        
          -28-
        

        
          


        

      

      
        

        

      

    

    

    

    
      RATIFICATION OF GUARANTY
    

    
      Each of the undersigned guarantors (each a "Guarantor")
      hereby acknowledges and consents to the foregoing Second Amendment as of
      July 19, 2011, and agrees that the Amended and Restated Guaranty dated
      as of May 14, 2010 (as amended and in effect from time to time, the "Guaranty")
      from each of the undersigned Guarantors remains in full force and
      effect, and each of the Guarantors confirms and ratifies all of its
      obligations thereunder and under each of the other Loan Documents to
      which such Guarantor is a party. Notwithstanding anything to the
      contrary contained herein, the parties thereto hereby acknowledge, agree
      and confirm that as of the date hereof, the Guaranty remains in full
      force and effect.
    


    	
           
        	
          
            GLOBAL PARTNERS LP
          

        
	

        	
          
            By: Global GP LLC, its general partner
          

        
	
           
        
	
           
        
	

        	
          By:
        	
          /s/ Thomas J. Hollister
        
	

        	

        	
          Title: COO & CFO
        
	
           
        
	
           
        
	

        	
          
            GLOBAL GP LLC
          

        
	
           
        
	
           
        
	

        	
          By:
        	
          /s/ Thomas J. Hollister
        
	

        	

        	
          Title: COO & CFO
        


    

    

    

    

    

    
      -29-