Exhibit 4.5

	
 
    


 

GLOBAL PARTNERS LP

 

GLP FINANCE CORP.

 

and

 

THE GUARANTORS NAMED HEREIN

 




 

6.25% SENIOR NOTES DUE 2022

 




 

SUPPLEMENTAL INDENTURE AND

AMENDMENT — SUBSIDIARY GUARANTEE

 

DATED AS OF SEPTEMBER 24, 2014

 




 

DEUTSCHE BANK TRUST COMPANY AMERICAS

 

Trustee

 




	
 
    


 











 

This SUPPLEMENTAL INDENTURE, dated as of September 24, 2014 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 Deutsche Bank Trust Company Americas, a New York corporation, as Trustee.

 

RECITALS

 

WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of June 24, 2014  (the “Indenture”), pursuant to which the Issuers have issued $375,000,000 in the aggregate principal amount of 6.25% Senior Notes due 2022 (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

 

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accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

 

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. 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]

 

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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:
    	
/s/ Daphne H.   Foster
    
	
 
    	
 
    	
Name:
    	
Daphne H. Foster
    
	
 
    	
 
    	
Title:
    	
Chief Financial   Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GLP FINANCE CORP.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daphne H.   Foster
    
	
 
    	
 
    	
Name:
    	
Daphne H. Foster
    
	
 
    	
 
    	
Title:
    	
Chief Financial   Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GUARANTORS
    
	
 
    	
 
    
	
 
    	
GLOBAL COMPANIES   LLC
    
	
 
    	
GLOBAL ENERGY   MARKETING LLC
    
	
 
    	
CHELSEA SANDWICH   LLC
    
	
 
    	
ALLIANCE ENERGY   LLC
    
	
 
    	
GLOBAL ENERGY   MARKETING II LLC
    
	
 
    	
CASCADE KELLY   HOLDINGS LLC
    
	
 
    	
GLOBAL CNG 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
    
					


 

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GLOBAL MONTELLO   GROUP CORP.
    
	
 
    	
GLEN HES CORP.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
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
    
					


 

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DEUTSCHE BANK   TRUST COMPANY
    
	
 
    	
AMERICAS, as   Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
DEUTSCHE BANK   NATIONAL TRUST COMPANY
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Chris Niesz
    
	
 
    	
Name: Chris Niesz
    
	
 
    	
Title: Assistant   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeffrey   Schoenfeld
    
	
 
    	
Name: Jeffrey   Schoenfeld
    
	
 
    	
Title: Assistant   Vice President
    
				


 

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