Exhibit 10.3

 



 

June 19, 2014

 

To the Holders set forth on Schedule 1 hereto

 

Re:  Global Partners LP and GLP Finance Corp. $80,000,000 7.75% Senior Notes Due 2018

 

Ladies and Gentlemen:

 

Reference is made to that certain Indenture, dated as of December 23, 2013 (the “Indenture”), by and 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”), and the holders of the Notes set forth on Schedule 1 hereto (each, a “Holder,” and collectively the “Holders”).  Capitalized terms used in this letter agreement (this “Letter Agreement”) but not defined herein and defined in the Indenture shall have the meanings given to them in the Indenture.

 

1.                                      BACKGROUND.

 

On June 1, 2014, the Issuers delivered to the Holders notice of the Issuers’ expected incurrence of HY Bonds, which notices state that the Issuers intend to exercise their rights under Section 3.10(a) of the Indenture to (x) cause each Holder to exchange 75.0% of its outstanding Notes (with respect to such Holder, its “Made-Whole Notes”) for an amount of HY Bonds determined pursuant to Section 3.10(c) of the Indenture (including accrued interest) and (y) repurchase at 101% plus accrued interest of each Holder’s remaining outstanding Notes (with respect to such Holder, its “101 Notes”).

 

On the date hereof, the Issuers entered into a purchase agreement (the “Purchase Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative of the initial purchasers named therein (the “Initial Purchasers”), pursuant to which, on June 24, 2014 (the “Issue Date”), subject to the terms and conditions set forth in the Purchase Agreement, the Issuers will issue, and the Initial Purchasers will purchase, $375 million of 6.25% Senior Notes pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended, to be issued pursuant to and governed by the terms set forth in an indenture, which terms are substantially set out in the preliminary offering memorandum dated June 16, 2014 (the “Preliminary Offering Memorandum,” and such Senior Notes, the “2014 Bonds”).

 

2.                                      WAIVER OF EXCHANGE RIGHTS.

 

The Issuers and the Holders hereby agree that the following is intended to occur on the Issue Date:

 

(a)                                 the Issuers shall pay, or cause to be paid, to each Holder a cash amount equal to the sum of the following (with respect to such Holder, the “Repurchase Price”):

 

(i)                                     (A) the aggregate principal amount of its Made-Whole Notes plus (B) the HY Bond Make Whole Amount in respect of its Made-Whole Notes, rounded down to the nearest whole multiple of $1,000, which amount is equal to the amount set forth on Schedule 1 next to such Holder’s name under the heading “Actual Make-Whole Amount” (with respect to such Holder, its “Actual Make-Whole Amount”);

 











 

(ii)                                  accrued interest on the Made-Whole Notes and 101 Notes, which amount is equal to the amount set forth on Schedule 1 next to such Holder’s name under the heading “Accrued Interest”;

 

(iii)                               101% of the aggregate principal amount of its 101 Notes plus accrued interest thereon, which amount is equal to the amount set forth on Schedule 1 next to such Holder’s name under the heading “101 Notes”;

 

(iv)                              the amount of any excess not included in its Actual Make-Whole Amount as a result of the rounding described in clause (i) above, which amount is equal to the amount set forth on Schedule 1 next to such Holder’s name under the heading “Excess Rounding Amount”; and

 

(b)                                 such Holder shall receive an allocation of 2014 Bonds under the 2014 Bond offering (with respect to such Holder, its “Allocated 2014 Bonds”) in a principal amount equal to (i) its Actual Make-Whole Amount divided by (ii) the issue price of the 2014 Bonds (expressed as a percentage of par) (with respect to such Holder, its “Allocated 2014 Bond Purchase Price”) rounded up to the nearest $1,000, which amount is equal to the amount set forth on Schedule 1 next to such Holder’s name under the heading “Allocated 2014 Bond Purchase Price”, and, so long as its Allocated 2014 Bonds are issued substantially on the terms set forth in the Preliminary Offering Memorandum and the related pricing term sheet, such Holder hereby agrees to accept such allocation and purchase its Allocated 2014 Bonds for a purchase price equal to its Allocated 2014 Bond Purchase Price.

 

For transactional ease, the Issuers and the Holders hereby agree that, notwithstanding anything to the contrary set forth above or in the Indenture, in lieu of the Issuers’ cash payment to each Holder of a portion of its Actual Make-Whole Amount equal to its Allocated 2014 Bond Purchase Price on the Issue Date (as part of its Repurchase Price) and each Holder’s subsequent cash payment of its Allocated 2014 Bond Purchase Price to the Initial Purchasers on the Issue Date (as consideration for its Allocated 2014 Bonds), such cash payments shall not be required to actually be made but instead shall be deemed to have been made.  The Issuers and the Holders hereby further agree that, notwithstanding anything to the contrary set forth in the Indenture (including, without limitation, Section 3.07 thereof), (a) the Issuers shall be permitted to repurchase the outstanding Notes held by the Holders in exchange for the Repurchase Price of all Holders pursuant to the terms described above on the Issue Date (without any further action being required to be taken, including any delivery of notice, by the Issuers in connection therewith), and (b) upon each Holder’s receipt of its Repurchase Price (including by virtue of such Holder’s receipt of its Allocated 2014 Bonds), the Indenture shall be satisfied and discharged in its entirety and will cease to be of further effect with respect to the Notes.  Each Holder further hereby agrees to deliver to the Issuers, in escrow, on or prior to the Issue Date, all of the outstanding Notes held by such Holder as of the Issue Date, which Notes shall be cancelled on the Issue Date upon the satisfaction and discharge of the Indenture as set forth above.

 

The Issuers and the Holders hereby agree that, notwithstanding anything to the contrary set forth in the Indenture, their respective rights under Section 3.10 of the Indenture that were triggered in connection with the 2014 Bond offering, including their rights to require an “exchange” of the outstanding Notes of such Holder for 2014 Bonds and to document such “exchange” in an exchange agreement in the form attached as Exhibit B to the Indenture, shall be automatically and irrevocably waived by the Issuers and the Holders immediately upon the consummation of the actions set forth in clauses (a) and (b) of the first paragraph under this Section 2 on the Issue Date.  In the event that the Issue Date occurs and any Holder does not receive all or any portion of its Repurchase Price (including by virtue of such Holder’s failure to receive all or any portion of its Allocated 2014 Bonds), the waiver set

 











 

forth in the immediately preceding sentence shall not be effective and, accordingly, the Issuers shall be in default under Section 3.10 of the Indenture, and the Issuers and the Holders hereby agree that, notwithstanding anything to the contrary set forth in the Indenture (including, without limitation, Section 6.01 thereof), such default shall result in an immediate and automatic Event of Default.

 

3.                                      TERMINATION.

 

This Letter Agreement shall terminate and be of no further force or effect at 5:00 pm New York City time on June 24, 2014 if the Issue Date has not occurred by such time; provided, however, that the termination of this letter agreement shall not relieve any party with respect to any liability for breach of this Letter Agreement prior to such termination.

 

4.                                      MISCELLANEOUS.

 

Nothing in this letter agreement, expressed or implied, is intended to confer on any person other than the parties hereto (and their respective successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this letter agreement.  This Letter Agreement may be amended, waived or otherwise modified only by an instrument in writing signed on behalf of each of the parties.

 

The provisions of Sections 11.01 (Notices), 11.04 (Governing Law; Submission to Jurisdiction and Venue; Waiver of Jury Trial), 11.07 (Severability), 11.09 (Counterparties) and 11.11 (Expenses) of the Indenture shall apply, mutatis mutandis, to this Letter Agreement.

 

[Signature Page Follows]

 











 

	
 
    	
Very   truly yours,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
GLOBAL   PARTNERS LP
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Global   GP LLC,
    
	
 
    	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Eric Slifka
    
	
 
    	
 
    	
 
    	
Eric   Slifka
    
	
 
    	
 
    	
 
    	
President   and Chief Executive Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
GLP   FINANCE CORP.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Eric Slifka
    
	
 
    	
 
    	
 
    	
Eric   Slifka
    
	
 
    	
 
    	
 
    	
President   and Chief Executive Officer
    


 

[Global - Signature page to Side Letter (December Indenture)]

 











 

	
AGREED AND ACCEPTED AS OF 
    	
 
    
	
THE DATE FIRST WRITTEN ABOVE:
    	
 
    
	
 
    	
 
    
	
FS ENERGY AND POWER FUND
    	
 
    
	
 
    	
 
    
	
By: GSO Capital Partners LP as Sub-Adviser
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Tom Iannarone
    	
 
    
	
Name: Tom Iannarone
    	
 
    
	
Title: Authorized Signatory
    	
 
    


 

[Global - Signature page to Side Letter (December Indenture)]

 











 

	
AGREED   AND ACCEPTED AS OF
    	
 
    
	
THE   DATE FIRST WRITTEN ABOVE:
    	
 
    
	
 
    	
 
    
	
KAYNE ANDERSON NON-TRADITIONAL   INVESTMENTS, L.P.
    
	
 
    	
 
    
	
Kayne Anderson Capital Advisors, L.P., its General   Partner
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   David Shladovsky
    	
 
    
	
David   Shladovsky
    	
 
    
	
General   Counsel
    	
 
    
	
 
    	
 
    
	
KANTI   (QP), L.P.
    	
 
    
	
 
    	
 
    
	
Kayne   Anderson Capital Advisors, L.P., its General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   David Shladovsky
    	
 
    
	
David   Shladovsky
    	
 
    
	
General   Counsel
    	
 
    
	
 
    	
 
    
	
KAYNE ANDERSON CAPITAL INCOME   PARTNERS (QP), L.P.
    
	
 
    	
 
    
	
Kayne   Anderson Capital Advisors, L.P., its General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   David Shladovsky
    	
 
    
	
David   Shladovsky
    	
 
    
	
General   Counsel
    	
 
    
	
 
    	
 
    
	
KAYNE   ANDERSON INCOME PARTNERS, L.P.
    	
 
    
	
 
    	
 
    
	
Kayne   Anderson Capital Advisors, L.P., its General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   David Shladovsky
    	
 
    
	
David   Shladovsky
    	
 
    
	
General   Counsel
    	
 
    
	
 
    	
 
    
	
KAYNE ANDERSON INFRASTRUCTURE   INCOME FUND, L.P.
    
	
 
    	
 
    
	
Kayne   Anderson Capital Advisors, L.P., its General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   David Shladovsky
    	
 
    
	
David   Shladovsky
    	
 
    
	
General   Counsel
    	
 
    


 

[Global - Signature page to Side Letter (December Indenture)]

 











 

	
KAYNE   ENERGY CREDIT OPPORTUNITIES, L.P.
    	
 
    
	
 
    	
 
    
	
Kayne   Anderson Capital Advisors, L.P., its General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   David Shladovsky
    	
 
    
	
David   Shladovsky
    	
 
    
	
General   Counsel
    	
 
    
	
 
    	
 
    
	
KARBO,   L.P.
    	
 
    
	
 
    	
 
    
	
Kayne   Anderson Capital Advisors, L.P., its General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   David Shladovsky
    	
 
    
	
David   Shladovsky
    	
 
    
	
General   Counsel
    	
 
    


 

[Global - Signature page to Side Letter (December Indenture)]

 











 

SCHEDULE 1

 

HOLDERS AND REPURCHASE PRICE

 

	
HOLDER
    	
 
    	
ACTUAL MAKE-
   WHOLE
   AMOUNT
    	
 
    	
ACCRUED
   INTEREST
    	
 
    	
101 NOTES
    	
 
    	
EXCESS ROUNDED
   AMOUNT
    	
 
    	
ALLOCATED 2014
   BOND PURCHASE
   PRICE
    	
 
    
	
FS Energy and Power Fund
    	
 
    	
$
    	
31,687,000
    	
 
    	
$
    	
8,611.11
    	
 
    	
$
    	
10,100,000
    	
 
    	
$
    	
550.64
    	
 
    	
$
    	
31,687,000
    	
 
    
	
KARBO, L.P.
    	
 
    	
$
    	
792,000
    	
 
    	
$
    	
215.28
    	
 
    	
$
    	
252,500
    	
 
    	
$
    	
188.77
    	
 
    	
$
    	
792,000
    	
 
    
	
Kayne Anderson Capital   Income Partners (QP), L.P.
    	
 
    	
$
    	
13,467,000
    	
 
    	
$
    	
3,659.72
    	
 
    	
$
    	
4,292,500
    	
 
    	
$
    	
209.02
    	
 
    	
$
    	
13,467,000
    	
 
    
	
Kayne Anderson Income   Partners, L.P.
    	
 
    	
$
    	
792,000
    	
 
    	
$
    	
215.28
    	
 
    	
$
    	
252,500
    	
 
    	
$
    	
188.77
    	
 
    	
$
    	
792,000
    	
 
    
	
Kayne Anderson   Infrastructure Income Fund, L.P.
    	
 
    	
$
    	
11,882,000
    	
 
    	
$
    	
3,229.17
    	
 
    	
$
    	
3,787,500
    	
 
    	
$
    	
831.49
    	
 
    	
$
    	
11,882,000
    	
 
    
	
Kayne Anderson Non-Traditional   Investments, L.P.
    	
 
    	
$
    	
510,000
    	
 
    	
$
    	
138.85
    	
 
    	
$
    	
162,862.50
    	
 
    	
$
    	
961.75
    	
 
    	
$
    	
510,000
    	
 
    
	
KANTI (QP), L.P.
    	
 
    	
$
    	
1,865,000
    	
 
    	
$
    	
506.98
    	
 
    	
$
    	
594,637.50
    	
 
    	
$
    	
604.54
    	
 
    	
$
    	
1,865,000
    	
 
    
	
Kayne Energy Credit   Opportunities, L.P.
    	
 
    	
$
    	
2,376,000
    	
 
    	
$
    	
645.83
    	
 
    	
$
    	
757,500
    	
 
    	
$
    	
566.30
    	
 
    	
$
    	
2,376,000