Exhibit 10.1


 


NINTH
AMENDMENT TO  CREDIT AGREEMENT


 


This Ninth Amendment to Credit Agreement (this “Ninth Amendment”) is made as of July 18, 2008, 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 (“Sandwich” and, collectively with OLLC, Global,
Glen Hes and Montello, 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 “Initial Guarantors and each individually, an “Initial 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 Credit Agreement dated as of October 4,
2005 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrowers, the Initial
Guarantors, the Lenders, the Administrative Agent and the L/C Issuer.  Terms not otherwise defined in the Credit
Agreement shall have the same respective meanings herein as therein.


 


WHEREAS, the Loan Parties, the
Lenders, 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 1  of  the  Credit  Agreement.  Section 1.1
of the Credit Agreement is hereby amended as follow:


 


(a)           Section 1.1
of the Credit Agreement is hereby amended by deleting the definitions of “Seasonal
Overline Period” and “Initial WC Revolver Total Commitment” in their entirety
and restating each as follows:


 


“Seasonal Overline Period” means the ten month consecutive
period of September 1 through June 30 of each calendar year.


 


“Total WC Revolver Total Commitment” means the Total WC Revolver
Commitment as in effect on July 18, 2008, as the same may be reduced in
accordance with the terms hereof.  On July 18,
2008, the Initial WC Revolver Total Commitment is $550,000,000.


 

















 


(b)           Section 1.1 of the
Credit Agreement is further amended by inserting the following definitions in
the appropriate alphabetical order:


 


“Applicable Fee Margin” means, at any
time, in respect of the WC Revolver Loans, the Acquisition Loans, and the
Revolver Loans, (a) from July 18, 2008 to the date on which the
Administrative Agent receives a Compliance Certificate pursuant to Section 6.2(b) for
the fiscal quarter ending June 30, 2008, the applicable fee per annum set
forth below under Pricing Level 2; and (b) thereafter, the applicable percentage per annum set forth below
determined by reference to the Combined Interest Coverage Ratio as set forth in
the most recent Compliance Certificate received by the Administrative Agent
pursuant to Section 6.2(b):


 


	
   

  	
   

  	
  Applicable Fee Margin

  	
   

  
	
  Pricing Level

  	
   

  	
  Combined Interest

  Coverage Ratio

  	
   

  	
  Commitment Fee (in basis

  points)

  	
   

  
	
  1

  	
   

  	
  Greater than or equal
  to 2.50:1.00

  	
   

  	
  30.00

  	
   

  
	
  2

  	
   

  	
  Less than 2.50:1.00 but
  greater than or equal to 2.00:1.00

  	
   

  	
  37.50

  	
   

  
	
  3

  	
   

  	
  Less than 2.00:1.00

  	
   

  	
  37.50

  	
   

  



 


Any increase or
decrease in the Applicable Fee Margin resulting from a change in the Combined
Interest Coverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.2(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then, upon the request of the Required Lenders, Pricing Level 3
shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered and shall remain in
effect until the date on which such Compliance Certificate is delivered.


 


Notwithstanding
anything to the contrary contained in this definition, the determination of the
Applicable Fee Margin for any period shall be subject to the provisions of Section 2.9
(b).


 


“Applicable Margin” means in respect of
the WC Revolver Loans, the Acquisition Loans and the Revolver Loans, (a) from
July 18, 2008 to the date on which the Administrative Agent receives a
Compliance Certificate pursuant to Section 6.2(b) for the fiscal
quarter ending June 30, 2008, the applicable percentage per annum set
forth below under Pricing Level 2, and (b) thereafter,
the applicable percentage per annum set forth below determined by reference to
the Combined Interest Coverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.2(b):


 


2

















 


	
   

  	
   

  	
  Applicable Margin (in basis points)

  	
   

  	
   

  	
   

  
	
  Pricing

  Level

  	
   

  	
  Combined 

  Interest 

  Coverage Ratio

  	
   

  	
  Base Rate 

  Loans (for all 

  Loans)

  	
   

  	
  WC 

  Revolver 

  Loans 

  which are 

  Eurodollar 

  Rate Loans 

  and Letters 

  of Credit

  	
   

  	
  Cost of Funds 

  Rate Loans 

  (for all 

  Loans)

  	
   

  	
  Acquisition 

  Loans and 

  Revolver 

  Loans 

  which are 

  Eurodollar 

  Rate Loans

  	
   

  
	
  1

  	
   

  	
  Greater than or equal
  to 2.50:1.00

  	
   

  	
  75

  	
   

  	
  175

  	
   

  	
  175

  	
   

  	
  225

  	
   

  
	
  2

  	
   

  	
  Less than 2.50:1.00 but
  greater than or equal to 2.00:1.00

  	
   

  	
  100

  	
   

  	
  200

  	
   

  	
  200

  	
   

  	
  250

  	
   

  
	
  3

  	
   

  	
  Less than 2:00:1.00

  	
   

  	
  125

  	
   

  	
  225

  	
   

  	
  225

  	
   

  	
  275

  	
   

  



 


Any increase or
decrease in the Applicable Margin resulting from a change in the Combined
Interest Coverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.2(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then, upon the request of the Required Lenders, Pricing Level 3 shall
apply in respect of all the Loans as of the first Business Day after the date
on which such Compliance Certificate was required to have been delivered and in
each case shall remain in effect until the date on which such Compliance
Certificate is delivered.


 


Notwithstanding
anything to the contrary contained in this definition, the determination of the
Applicable Margin for any period shall be subject to the provisions of Section 2.9(b).


 


“Seasonal Overline Extension Period” has
the meaning set forth in Section 2.1(a)(v) hereof.


 


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


 


(a)           Section 2.1(a) of
the Credit Agreement is hereby amended by inserting at the end of the text of Section 2.1(a)(iv) the
following new subparagraph (v):


 


(v)           Notwithstanding
anything to the contrary contained in Sections 2.1(a)(ii) and (iii) hereof,
on or prior to 10:00 a.m. on July 18, 2008 the Borrowers may make a
written request to the Administrative Agent and the Lenders requesting that the
Seasonal Overline Period which ended on June 30, 2008 be reinstated for
the period of July 21, 2008 through August 31, 2008 (the “Seasonal
Overline Extension Period”), provided, to the extent such request is
approved in accordance with the terms hereof and the Borrowers desire to 


 


3

















 


increase the Total WC Revolver Commitment during this
Seasonal Overline Extension Period as contemplated by Sections 2.1(a)(ii) and
(iii), the Borrowers shall provide to the Administrative Agent a subsequent
written notice stating the amount of the increase in the Total WC Revolver
Commitment being requested at such time and the provisions of Sections 2.1(a)(ii) and
(iii) shall apply in all respects (including, without limitation, the need
to provide such notice one (1) Business Day prior to such increase being
effective).  Each Lender with a WC
Revolver Commitment and which has a commitment to lend its Applicable
Percentage of the Facility Increase Amount and Incremental Facility Increase
Amount during the Seasonal Overline Period shall provide the Administrative
Agent with written notice by not later than noon (Boston time) on July 21,
2008 as to whether such Lender consents to lending its Applicable Percentage of
the Facility Increase Amount and Incremental Facility Increase Amount that may
be requested during the Seasonal Overline Extension Period.  Any Lender which does not consent to fund its
Applicable Percentage of the Facility Increase Amount and Incremental Facility
Increase Amount during the Seasonal Overline Extension Period shall have no
obligation to fund any portion of the Facility Increase Amount and Incremental
Facility Increase Amount which may be requested during the Seasonal Overline
Extension Period, and any Lender which consents to lending its Applicable
Percentage of the Facility Increase Amount and Incremental Facility Increase
Amount which may be requested during the Seasonal Overline Extension Period
shall be obligated, subject to the terms and conditions of this Credit
Agreement, to fund its Applicable Percentage thereof in accordance with the
terms of this Credit Agreement.  Schedule
2.1 to the Credit Agreement shall be modified on July 21, 2008 to give
effect to any changes thereto as a result of any Lender agreeing to reinstate
its Applicable Percentage of the Facility Increase Amount and Incremental
Facility Increase Amount being requested during the Seasonal Overline Extension
Period as a result of this Section 2.1(a)(v) and the Administrative
Agent shall provide to the Borrowers and each Lender a copy of such updated
Schedule 2.1.  In addition, to the extent
the Borrowers subsequently request an increase in the Total WC Revolver Commitment
during the Seasonal Overline Extension Period, at the time of the effectivness
thereof the Lenders shall make reallocations of the outstanding WC Revolver
Loans among themselves to give effect to the new Total WC Revolver Commitment
and the Applicable Percentages thereof. 
On September 1, 2008, Schedule 2.1 to the Credit Agreement shall be
further modified, if applicable, to give effect to any changes thereto as a
result of the Seasonal Overline Extension Period having terminated, the Lenders
shall make reallocations of the outstanding WC Revolver Loans among themselves
to give effect to any reallocations and the Administrative Agent shall provide
to the Borrowers and each Lender a copy of such updated Schedule 2.1.


 


4

















 


(b)           Section 2.7 of the
Credit Agreement is hereby amended by deleting Sections 2.7(a), 2.7(b) and
2.7(c) in their entirety and restating them as follows:


 


(a)           WC Revolver Loans.  Subject to the provisions of subsection (d) below,
(i) each WC Revolver Loan which is a Eurodollar Rate Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period
at a rate per annum equal to the Eurodollar Rate for such Interest Period plus
the Applicable Margin for WC Revolver Loans; (ii) each WC Revolver Loan
which is a Cost of Funds Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Cost of Funds Rate for such Interest Period plus the Applicable
Margin for WC Revolver Loans; and (iii) each WC Revolver Loan which is a
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Margin for WC Revolver Loans.


 


(b)           Acquisition Loans.  Subject to the provisions of subsection (d) below,
(i) each Acquisition Loan which is a Eurodollar Rate Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period
at a rate per annum equal to the Eurodollar Rate for such Interest Period plus
the Applicable Margin for Acquisition Loans; (ii) each Acquisition Loan
which is a Cost of Funds Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Cost of Funds Rate for such Interest Period plus the Applicable
Margin for Acquisition Loans; and (iii) each Acquisition Loan which is a
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus  the Applicable Margin for Acquisition Loans.


 


(c)           Revolver Loans.  Subject to the provisions of subsection (d) below,
(i) each Revolver Loan which is a Eurodollar Rate Loan shall bear interest
on the outstanding principal amount thereof for each Interest Period at a rate
per annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Margin for Revolver Loans; (ii) each Revolver Loan which is a
Cost of Funds Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Cost of Funds
Rate for such Interest Period plus the Applicable Margin for Revolver
Loans; and (iii) each Revolver Loan which is a Base Rate Loan shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Margin for Revolver Loans.


 


(c)           Section 2.8(a) of
the Credit Agreement is hereby amended by deleting Section 2.8(a) in
its entirety and restating it as follows:


 


5

















 


(a)           Commitment
Fee.  The
Borrowers jointly and severally shall pay to the Administrative Agent (i) in
connection with the WC Revolver Loans, for the account of each Lender in
accordance with its Applicable Percentage
of the Total WC Revolver Commitment, a commitment fee equal to Applicable Fee
Margin for WC Revolver Loans on the average amount during each calendar
month or portion thereof from the Closing Date to the Maturity Date by which
the Total WC Revolver Commitment as in effect on such date minus the
Outstanding Amount of L/C Obligations exceeds the Total WC Revolver
Outstandings during such calendar month; (ii) in connection with the
Acquisition Loans, for the account of each Lender in accordance with its
Applicable Percentage of the Total Acquisition Commitment, a commitment fee
equal to the Applicable Fee Margin for Acquisition Loans per annum on the
average amount during each calendar month or portion thereof from the Closing
Date to the Maturity Date by which the Total Acquisition Commitment as in
effect on such date exceeds the Total Acquisition Outstandings during such
calendar month; and (iii) in connection with the Revolver Loans, for the
account of each Lender in accordance with its Application Percentage of the
Total Revolver Commitment, a commitment fee equal to the Applicable Fee Margin
for Revolver Loans per annum on the average amount during each calendar month
or portion thereof from the Closing Date to the Maturity Date by which the
Total Revolver commitment as in effect on such date exceeds the Total Revolver
Outstandings during such calendar month. 
The commitment fee shall accrue at all times during the Availability
Period, including at any time during which one or more of the conditions in Article IV
is not met, and shall be due and payable monthly in arrears on the last
Business Day of each calendar month, commencing with the first such date to
occur after the Closing Date, and on the Maturity Date.


 


(d)           Section 2.8(c) of
the Credit Agreement is hereby amended by deleting Section 2.8(c) in
its entirety and restating it as follows:


 


(c)           Seasonal Overline
Fee.  Except
for any increases during the Seasonal Overline Extension Period, to the extent
the Borrowers elect to increase the Total WC Revolver Commitment pursuant to Section 2.1(a)(ii) hereof
during any Seasonal Overline Period, on each Facility Increase Date, the
Borrowers shall pay to the Administrative Agent for the account of each Lender
in accordance with its Applicable Percentage of the Total WC Revolver
Commitment, an increase fee in the amount of $30,000.  In addition, except for any increases during
the Seasonal Overline Extension Period, to the extent the Borrowers elect to
increase the Total WC Revolver Commitment pursuant to Section 2.1(a)(iii) hereof
during any Seasonal Overline Period, on each Incremental Facility Increase
Date, the Borrowers shall pay to the Administrative Agent for the account of
each Lender in accordance with its Applicable Percentage of the Total WC
Revolver Commitment, an increase fee in the amount of $30,000.  Notwithstanding anything to the contrary
contained in this Section 2.8(c), if the Borrowers elect to increase the
Total WC Revolver commitment pursuant to Sections 2.1(a)(ii) and 2.1(a)(iii) on
the 


 


6

















 


same day, on the
applicable increase date, the Borrowers shall only be obligated to pay one
increase fee of $30,000.


 


(e)           Section 2.9 of the Credit Agreement is
hereby amended by deleting Section 2.9 in its entirety and restating it as
follows:


 


2.9          Computation of Interest and Fees; Retroactive Adjustment of Applicable
Margin.  (a)   All
computations of interest for Base Rate Loans when the Base Rate is determined
by Bank of America’s “prime rate” shall be made on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which
results in more fees or interest, as applicable, being paid than if computed on
the basis of a 365-day year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day
on which it is made shall, subject to Section 2.11, bear interest
for one day.  Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


(b)           If, as a result of any restatement of or other adjustment to the
financial statements of any Loan Party or for any other reason, a Loan Party
determines that (i) the Combined Interest Coverage Ratio as calculated by
a Loan Party as of any applicable date was inaccurate and (ii) a proper
calculation of the Combined Interest Coverage Ratio would have resulted in
higher pricing for such period, the Borrowers shall immediately and
retroactively be obligated to pay to the Administrative Agent for the account
of the applicable Lenders or the L/C Issuer, as the case may be, promptly on
demand by the Administrative Agent (or, after the occurrence of an actual or
deemed entry of an order for relief with respect to any Borrower under the
Bankruptcy Code of the United States, automatically and without further action
by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to
the excess of the amount of interest and fees that should have been paid for
such period over the amount of interest and fees actually paid for such
period.  This paragraph shall not limit
the rights of the Administrative Agent, any Lender or the L/C Issuer, as the
case may be, under Section 2.3(c)(iii), 2.3(i) or 2.8(d) or
under Article VIII.  The
Borrowers’ obligations under this paragraph shall survive the termination of
the Commitments and the repayment of all other Obligations hereunder.


 


(e)           Section 2.13(a) of the Credit
Agreement is hereby amended by deleting the first sentence of Section 2.13(a) in
its entirety and restating it as follows: 
“Provided there exists no Default or Event of Default, upon notice to
the Administrative Agent (which shall promptly notify the Lenders), the Borrowers
may from time to time on or after July 18, 2008 request an increase in the
Total Acquisition Commitment and/or the Total WC Revolver Commitment by an
amount (for all such requests) not to exceed $50,000,000 in the case of the 


 


7

















 


Total Acquisition Commitment and $200,000,000 in the case of the Total
WC Revolver Commitment; provided that any such request for an increase shall be
in a minimum amount of $5,000,000.”


 


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


 


(a)           Section 7.13 of
the Credit Agreement is hereby amended by deleting the words “not more than
1,000,000 barrels of petroleum product” which appear in Section 7.13 and
substituting in place thereof the words “not more than 500,000 barrels of
petroleum product”.


 


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


 


(b)           Minimum EBITDA.  Permit Combined EBITDA as at the end of the June 30,
2008 fiscal quarter and each fiscal quarter ending thereafter to be less than
$30,000,000 for the Reference Period ended on such fiscal quarter end date.


 


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


 


(c)           Combined Interest
Coverage Ratio.  Permit the Combined
Interest Coverage Ratio as of the end of any fiscal quarter to be less than (i) 1.75:1.00
for the fiscal quarters ending June 30, 2008, September 30, 2008 and December 31,
2008 and (ii) 2.00:1.00 for the fiscal quarter ending March 31, 2009
and each fiscal quarter thereafter.


 


§4.   Conditions
to Effectiveness.This Ninth Amendment
will become effective as of the date hereof upon receipt by the Administrative
Agent of the following:


 


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


 


(b)           payment to the Administrative Agent for the respective accounts of the
Lenders which consent to this Ninth Amendment by not later than July 18,
2008 of an amendment fee equal to 15 basis points on the amount of each such
consenting Lender’s WC Revolver Commitment, Acquisition Commitment and Revolver
Commitment.


 


§5.          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 except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this §5, the
representations and warranties contained in subsections (a) and (b) of
Section 5.5 of the Credit Agreement shall be deemed 


 


8

















 


to refer to the
most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.1 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 Ninth 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.


 


§6.          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 Ninth 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.


 


§7.          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 or the Lenders consequent thereon.


 


§8.          Counterparts.  This Ninth 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.


 


§9.          Severability.  If any provision of this Ninth Amendment is
held to be illegal, invalid or unenforceable, (a) the legality, validity
and enforceability of the remaining provisions of this Ninth Amendment shall
not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


§10.        Governing
Law.  THIS NINTH
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).


 


9
















 


IN WITNESS WHEREOF, the parties
hereto have executed this Ninth 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:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL
  MONTELLO GROUP CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas J.
  Hollister

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLEN
  HES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas J.
  Hollister

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
						



 


10

















 


	
   

  	
  BANK OF
  AMERICA, N.A., as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Henry Pennell

  
	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A., as

  
	
   

  	
  a Lender and L/C Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Christen A. Lacey

  
	
   

  	
   

  	
  Christen A.
  Lacey, Principal

  
	
   

  	
   

  	
   

  
	
   

  	
  STANDARD
  CHARTERED BANK, as

  
	
   

  	
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Patricia Doyle

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
  Commodity Corporate
  - Traders

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Andrew Y. Ng

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as

  
	
   

  	
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  John M. Hariaczyi

  
	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOCIETE
  GENERALE, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Chung-Taek Oh

  
	
   

  	
  Title:  Vice
  President

  
								



 


	
   

  	
  By:

  	
          /s/
  Barbara Paulsen

  
	
   

  	
  Title:  Managing
  Director

  



 


11

















 


	
   

  	
  RBS CITIZENS,

  
	
   

  	
   NATIONAL ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Marina Grassi

  
	
   

  	
  Title:  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SOVEREIGN
  BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Robert Lanigan

  
	
   

  	
  Title:  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  FORTIS
  CAPITAL CORP., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Kimberly Oates

  
	
   

  	
  Title:  Director

  
					



 


 


	
   

  	
  By:

  	
          /s/
  Matthew L Rosetti

  
	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEBSTER
  BANK NATIONAL

  
	
   

  	
   ASSOCIATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Carol Carver

  
	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Keven D. Smith

  
	
   

  	
  Title:  Senior
  Vice President

  
					



 


12

















 


	
   

  	
  TD
  BANK, N.A.,

  
	
   

  	
   (f/k/a TD BankNorth, N.A.)

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Charles Walker

  
	
   

  	
  Name: Charles A.
  Walker

  
	
   

  	
  Title:  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  M.W. Sweeney

  
	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  D.M. Grondin

  
	
   

  	
  Title:  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CALYON
  NEW YORK BRANCH

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Zali Win

  
	
   

  	
  Title:  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  Olivier Audemard

  
	
   

  	
  Title:  Managing
  Director

  
					



 


13

















 


RATIFICATION
OF GUARANTY


 


Each of the undersigned guarantors (each a “Guarantor”) hereby
acknowledges and consents to the foregoing Ninth Amendment as of July 18,
2008, and agrees that the Guaranty dated as of October 4, 2005 (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.
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:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLOBAL GP
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas J. Hollister

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer &

  
	
   

  	
   

  	
  Chief Operating
  Officer

  
					



 


14