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Exhibit 10.3  






 

 
 

GLOBAL PARTNERS LP    
    
    CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT    
    






 






CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT  


        This Contribution, Conveyance and Assumption Agreement, dated 
[                        ], 2005, is
entered into by and among GLOBAL GP LLC, a Delaware limited liability company ("GP LLC"),  GLOBAL PARTNERS LP, a Delaware limited partnership ("MLP"), GLOBAL OPERATING
LLC, a Delaware limited liability company ("OLLC"), GLOBAL COMPANIES LLC, a
Delaware limited liability company ("Global"), GLOBAL MONTELLO GROUP LLC, a Delaware limited liability
company ("GMG"), CHELSEA SANDWICH LLC, a Delaware limited liability company
("Chelsea LLC"), GLOBAL PETROLEUM CORP., a Massachusetts corporation
("GPC"), LAREA HOLDINGS LLC, a Delaware limited liability company
("Larea"), LAREA HOLDINGS II LLC, a Delaware limited liability company ("Larea
II"), CHELSEA TERMINAL LIMITED PARTNERSHIP, a Massachusetts limited partnership ("Chelsea
LP"), SANDWICH TERMINAL, L.L.C., a Massachusetts limited liability company
("Sandwich") and MONTELLO OIL CORPORATION, a New Jersey corporation
("Montello"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and
collectively as the "Parties." Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1. 


RECITALS:  


        WHEREAS, GPC and GP LLC have formed MLP pursuant to the Delaware Revised Uniform Limited Partnership Act (the
"Delaware LP Act") for the purpose of engaging in any business activity that is approved by GP LLC and that lawfully may be conducted by a limited
partnership organized pursuant to the Delaware LP Act. 


        WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, each of the following actions have been taken prior
to the date hereof: 



        1.     GPC
formed GP LLC under the terms of the Delaware Limited Liability Company Act (the "Delaware LLC Act") and contributed
$1,000 to GP LLC in exchange for all of the membership interests in GP LLC. 


        2.     GP
LLC and GPC formed MLP under the terms of the Delaware LP Act and GP LLC contributed $40 to MLP in exchange for a 2% general partner interest in MLP and GPC
contributed $1,960 to MLP in exchange for a 98% limited partner interest in MLP. 



        3.     MLP
formed OLLC under the terms of the Delaware LLC Act and MLP contributed $1,000 to OLLC in exchange for all of the membership interests in OLLC. 




        WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of the following matters shall occur: 



        1.     Global,
GMG and Chelsea LLC will distribute  [$37,000,000] in cash, receivables and other working capital assets, other than
inventory ("Working Capital Assets"), to GPC, Montello, Larea, Larea II, Chelsea LP and Sandwich (the
"Owners") as follows: 




	(a)
	GPC
will receive $[            ];



	(b)
	Montello
will receive $[            ];



	(c)
	Larea
will receive $[            ];



	(d)
	Larea
II will receive $[            ];



	(e)
	Chelsea
LP will receive $[            ]; and



	(f)
	Sandwich
will receive $[            ]. 





        2.     GPC,
Montello, Larea and Larea II will convey a [    ]%,  [    ]%,  [    ]% and  [    ]%, respectively, membership interest in Global to GP LLC in exchange for a  [    ]%, [    ]%,  [    ]% and 
[    ]%, respectively,
membership interest in GP LLC. Such membership interests in Global 








 

have
an aggregate value equal to 2% of the equity value of MLP at the closing of the transactions contemplated by this Agreement and shall be referred to herein as the "Global
Interests." 


        3.     GMG
will convey all its right, title and interest in the Qualifying Income Assets to Global as a capital contribution on behalf of GPC, Montello, Larea and Larea II. 



        4.     GP
LLC will convey the Global Interests to MLP in exchange for (a) a continuation of its 2% general partner interest in MLP and (b) the issuance of the
IDRs. 


        5.     The
Owners will convey their remaining membership interests in Global, GMG and Chelsea LLC (the "Operating Subsidiaries")
to MLP in exchange for (a) [742,424] Common Units representing a  [6.4]
% limited partner interest in MLP, of which (i) GPC will receive  [            ] Common Units, (ii) Montello
will receive
[            ] Common Units, (iii) Larea will receive  
[            ] Common Units, (iv) Larea II will receive  [            ]
 Common Units, (v) Chelsea LP will receive  [            ] Common Units and (vi) Sandwich will receive
 [            ] Common Units,
(b) [5,642,424] Subordinated Units representing a  [49.0]% limited partner interest in MLP, of which (i) GPC will receive  [            ] Subordinated Units, (ii) Montello will
receive  [            ] Subordinated Units, (iii) Larea will receive  
[            ] Subordinated Units, (iv) Larea II will receive  [            ]
 Subordinated Units, (v) Chelsea LP will receive  [            ] Subordinated Units and (vi) Sandwich will
receive
[            ] Subordinated Units, and (c) agreement by MLP to assume and repay any outstanding indebtedness under the
GPC Term Loan. 


        6.     In
connection with MLP's initial public offering (the "Offering"), the public, through the Underwriters, will contribute  [$98,000,000] in cash to MLP, less the Underwriters' discount of
$[            ], in exchange for  [4,900,000]
Common Units representing a  [42.6]% limited partner interest in MLP.
 


        7.     The
New Credit Facility will be entered into by and among the parties thereto at which time borrowings under the New Credit Facility will be used to repay any outstanding
borrowings under the Old Credit Facility. 


        8.     MLP
will convey all of its membership interests in the Operating Subsidiaries to OLLC as a capital contribution. 


        9.     MLP
will (a) pay or cause to be paid approximately
$[3,500,000] of offering expenses (excluding the Underwriters' discount) in
connection with the Offering of the Common Units, (b) repay approximately
$[51,000,000] of outstanding indebtedness under the GPC Term Loan and
(c) contribute its remaining cash of approximately $[37,000,000] to OLLC
as a capital contribution. 


        10.   OLLC
will convey approximately $[37,000,000] to
the Operating Subsidiaries as capital contributions, which will use the funds to repay approximately
$[37,000,000] of outstanding borrowings under the New Credit Facility. 



        11.   Global
will convey all of its right, title and interest in the Non-Qualifying Income Assets to GMG as a capital contribution on behalf of OLLC. 


        12.   GMG
will, pursuant to the terms of the Delaware LLC Act and the Delaware General Corporation Law (the "Delaware GCL"),
convert to Global Montello Group Corp., a Delaware corporation ("GMGC"). 


        13.   To
the extent the Underwriters exercise their over-allotment option, MLP will use the net proceeds to redeem from the Owners a number of Common Units equal
to those sold pursuant to the over-allotment option. 


        14.   The
organizational documents of the Parties will be amended and restated as necessary to reflect the applicable matters set forth above and as contained in this
Agreement. 



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        NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows: 


ARTICLE I
  DEFINITIONS  


        Section 1.1    Terms.    The following defined terms shall have the meanings given
below: 



        "Agreement" means this Contribution, Conveyance and Assumption Agreement. 



        "Assets" means [all right, title and interest of GMG and Global in and to the
Qualifying Income Assets and the Non-Qualifying Income Assets, respectively, whether tangible or intangible, whether real, personal or mixed, whether accrued or contingent, and wherever
located]. 


        "Chelsea LLC" has the meaning as set forth in the opening paragraph of this Agreement. 


        "Chelsea LP" has the meaning as set forth in the opening paragraph of this Agreement. 


        "Code" means Internal Revenue Code of 1986, as amended. 


        "Common Units" has the meaning as set forth in the Partnership Agreement. 


        "Delaware GCL" has the meaning as set forth in the Recitals of this Agreement. 


        "Delaware LLC Act" has the meaning as set forth in the Recitals of this Agreement. 



        "Delaware LP Act" has the meaning as set forth in the Recitals of this Agreement. 


        "Effective Time" means  [8:00 a.m.] Eastern Daylight Time on  
[            ], 2005. 


        "Glen Hes" means Glen Hes Corp., a Delaware corporation. 


        "Global" has the meaning as set forth in the opening paragraph of this Agreement. 


        "Global Interests" has the meaning as set forth in the Recitals of this Agreement. 


        "GMG" has the meaning as set forth in the opening paragraph of this Agreement. 


        "GMGC" has the meaning as set forth in the Recitals of this Agreement. 


        "GP LLC" has the meaning as set forth in the opening paragraph of this Agreement. 


        "GPC" has the meaning as set forth in the opening paragraph of this Agreement. 


        "GPC Term Loan" means that Term Loan Agreement dated as of July 2, 2004 by and among GPC, as the borrower, those entities
identified as guarantors and Bank of America, N.A. and the other lending institutions listed on Schedule 1 thereto and Bank of America, N.A., as agent. 



        "IDR" has the same meaning as "Incentive Distribution Right" as set forth in the Partnership Agreement. 


        "Larea" has the meaning as set forth in the opening paragraph of this Agreement. 


        "Larea II" has the meaning as set forth in the opening paragraph of this Agreement. 


        "MLP" has the meaning as set forth in the opening paragraph of this Agreement. 



        "Montello" has the meaning as set forth in the opening paragraph of this Agreement. 


        "New Credit Facility" means that Credit Agreement dated as of  [            ], 2005, among OLLC, Global,
 GMG, GMGC, Glen Hes and Chelsea LLC, as borrowers, MLP and GP LLC as initial
guarantors, each lender from time to time party thereto and Bank of America, N.A., as administrative agent. 



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        "Non-Qualifying Income Assets" means those assets that do not generate "qualifying income" as defined in Section 7704
of the Code. 


        "Non-Qualifying Income Liabilities" means all liabilities arising out of or related to the ownership of the
Non-Qualifying Income Assets to the extent arising or accruing on and after the Effective Time, whether known or unknown, accrued or contingent, and whether or not reflected on the books
and records of Global or its affiliates. 


        "Offering" has the meaning as set forth in the Recitals of this Agreement. 


        "Old Credit Facility" means that Eighth Amended and Restated Revolving Credit Agreement dated as of July 1, 2003 by and among
Global, GMG, Glen Hes, Chelsea LLC and Fleet National Bank and the other lending institutions listed on Schedule 1 thereto and Fleet National Bank, as agent, as amended. 



        "OLLC" has the meaning as set forth in the opening paragraph of this Agreement. 


        "Operating Subsidiaries" has the meaning as set forth in the Recitals of this Agreement. 


        "Owners" has the meaning as set forth in the Recitals of this Agreement. 


        "Party" or "Parties" has the meaning as set forth in the opening paragraph of this
Agreement. 


        "Qualifying Income Assets" means those assets that generate "qualifying income" as defined in Section 7704 of the Code. 


        "Qualifying Income Liabilities" means all liabilities arising out of or related to the ownership of the Qualifying Income Assets to the
extent arising or accruing on and after the Effective Time, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of GMG or its affiliates. 


        "Sandwich" has the meaning as set forth in the opening paragraph of this Agreement. 



        "Subordinated Units" has the meaning as set forth in the Partnership Agreement. 


        "Underwriters" means Lehman Brothers Inc., KeyBanc Capital Markets, a Division of McDonald Investments Inc., Raymond
James & Associates, Inc., RBC Capital Markets Corporation and Banc of America Securities LLC. 


        "Working Capital Assets" has the meaning as set forth in the Recitals of this Agreement. 



ARTICLE II
  CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS  


        Section 2.1    Distribution of Working Capital Assets to the Owners.    


        (a)   The
Parties hereby acknowledge the distribution by Global to GPC, Montello, Larea and Larea II and the receipt by GPC, Montello, Larea and Larea II of
$[                        ],
$[                        ],
$[                        ] and
$[                        ],
respectively; 



        (b)   The
Parties hereby acknowledge the distribution by GMG to GPC, Montello, Larea and Larea II and the receipt by GPC, Montello, Larea and Larea II of
$[                        ],
$[                        ],
$[                        ] and
$[                        ],
respectively; and 


        (c)   The
Parties hereby acknowledge the distribution by Chelsea LLC to Chelsea LP, Sandwich, Larea and Larea II and the receipt by Chelsea LP, Sandwich, Larea and Larea II of
$[                        ],
$[                        ],
$[                        ] and
$[                        ],
respectively. 


        Section 2.2    Contribution of Global Interests by GPC, Montello, Larea and Larea II to GP
LLC.    GPC, Montello, Larea and Larea II hereby grant, contribute, bargain, convey, assign, transfer, set over 


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and
deliver to GP LLC, its successors and assigns, for its and their own use forever, the Global Interests in exchange for a  [    ]%, [    ]
%,  [    ]% and [    ]%, respectively,
membership interest in GP LLC, and GP LLC hereby accepts the Global Interests as a contribution to the capital of GP LLC. 



        Section 2.3    Contribution of Qualifying Income Assets by GMG to Global.    GMG hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Global, its successors and assigns, for its and their own use forever, all of its right, title and interest in and
to the Qualifying Income Assets, and Global hereby accepts such assets as a contribution to the capital of Global on behalf of GPC, Montello, Larea and Larea II. 


TO
HAVE AND TO HOLD the Qualifying Income Assets unto Global, its successors and assigns, together with all and singular the rights and appurtenances thereto in any way belonging, subject, however, to
the terms and conditions stated in this Agreement, forever. 


        Section 2.4    Contribution of Global Interests by GP LLC to MLP.    GP LLC hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to MLP, its successors and assigns, for its and their own use forever, the Global Interests in exchange for
(a) a continuation of its 2% general partner interest in MLP and (b) the issuance of the IDRs, and MLP hereby accepts the Global Interests as a contribution to the capital of MLP. 


        Section 2.5    Contribution of Interests in Operating Subsidiaries by the Owners to
MLP.    The Owners hereby grant, contribute, bargain, convey, assign, transfer, set over and deliver to MLP, its successors and assigns, for its and their own use
forever, all remaining membership interests in the Operating Subsidiaries in exchange for
(a) [742,424] Common Units representing a  [6.4]% limited
partner interest in MLP, of which (i) GPC receives  [            ] Common Units, (ii) Montello receives  
[            ] Common Units, (iii) Larea receives
[            ] Common Units, (iv) Larea II receives  
[            ] Common Units, (v) Chelsea LP receives  [            ]
 Common Units and (vi) Sandwich receives  [            ] Common Units,
(b) [5,642,424]
Subordinated Units representing a [49.0]% limited partner interest in MLP, of
which (i) GPC receives [            ] Subordinated Units, (ii) Montello receives  
[            ] Subordinated Units, (iii) Larea receives  [            ]
 Subordinated Units, (iv) Larea II receives  [            ] Subordinated Units, (v) Chelsea LP receives
 [            ] Subordinated Units and (vi) Sandwich receives  
[            ] Subordinated Units, and (c) agreement by MLP to assume and repay any outstanding indebtedness under the
GPC Term Loan, and MLP hereby accepts such membership interests in Operating Subsidiaries as a contribution to the capital of MLP. 


        Section 2.6    Public Cash Contribution.    The Parties acknowledge a cash contribution
by the public through the Underwriters to MLP of $[98,000,000]
($[91,500,000] after the Underwriters' discount of
$[6,500,000]) in exchange for  [4,900,000] Common Units
representing a  [42.6]% interest in MLP.
 


        Section 2.7    Contribution of Interests in Operating Subsidiaries by MLP to
OLLC.    MLP hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to OLLC, its successors and assigns, for its and their own use
forever, all membership interests in the Operating Subsidiaries, and OLLC hereby accepts such membership interests in Operating Subsidiaries as a contribution to the capital of OLLC. 


        Section 2.8    Payment of Transaction Expenses and Outstanding Indebtedness by MLP; Cash Contribution by MLP to
OLLC.    The Parties acknowledge (a) the payment by MLP, in connection with the transactions contemplated hereby, of transaction expenses in the amount of
approximately $[3,500,000] (exclusive of the Underwriters' discount),
(b) the repayment by MLP of approximately $[51,000,000] of outstanding
indebtedness under the GPC Term Loan and (c) the contribution by MLP of its remaining cash of approximately
$[37,000,000] to OLLC as a capital contribution. 


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        Section 2.9    OLLC Cash Contribution to Operating Subsidiaries.    


        (a)   The
Parties acknowledge the contribution by OLLC to Global and the receipt by Global of approximately
$[                        ] in cash; 


        (b)   The
Parties acknowledge the contribution by OLLC to GMG and the receipt by GMG of approximately
$[                        ] in cash; and 


        (c)   The
Parties acknowledge the contribution by OLLC to Chelsea LLC and the receipt by Chelsea LLC of approximately
$[                        ] in cash. 


        The
above contributions have been made to repay approximately
$[37,000,000] of outstanding borrowings under the New Credit Facility. Each of
the Parties acknowledges that the amounts acknowledged as being contributed under this Section 2.9 have been used to repay approximately
$[37,000,000] of outstanding borrowings under the New Credit Facility. 



        Section 2.10    Contribution of Non-Qualifying Income Assets by Global to
GMG.    Global hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to GMG, its successors and assigns, for its and their own use
forever, all of its right, title and interest in and to the Non-Qualifying Income Assets, and GMG hereby accepts such assets as a contribution to the capital of GMG. 


TO
HAVE AND TO HOLD the Non-Qualifying Income Assets unto GMG, its successors and assigns, together with all and singular the rights and appurtenances thereto in any way belonging,
subject, however, to the terms and conditions stated in this Agreement, forever. 



        Section 2.11    Conversion of GMG.    GMG has adopted a certificate of conversion
pursuant to Section [265] of the Delaware GCL and Section  [18-216] of the Delaware LLC Act and has filed a certificate of
conversion and certificate of incorporation with the Secretary of State of the State of
Delaware which filings shall convert (upon such filing or the effective time stated therein) GMG into GMGC, having Global as its sole stockholder. 



        Section 2.12    Exercise of the Over-Allotment Option.    The Parties
acknowledge that in the event the Underwriters exercise their over-allotment option, MLP shall use any net proceeds therefrom to redeem from the Owners a number of Common Units held by the
Owners equal to the number of Common Units issued upon exercise of the over-allotment option, at a price per Common Unit equal to the net proceeds per Common Unit received by MLP after the
Underwriters' discount but before other expenses. 


ARTICLE III
  ASSUMPTIONS OF CERTAIN LIABILITIES  



        Section 3.1    Assumption of Qualifying Income Liabilities by Global.    In connection
with the contribution and transfer by GMG of the Qualifying Income Assets to Global, as set forth in Section 2.3 above, Global hereby assumes and agrees to duly and timely pay, perform and
discharge the Qualifying Income Liabilities, to the full extent that GMG has been heretofore or would have been in the future obligated to pay, perform and discharge the Qualifying Income Liabilities
were it not for the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Qualifying Income Liabilities
shall not (a) increase the obligation of Global with respect to the Qualifying Income Liabilities beyond that of GMG, (b) waive any valid defense that was available to GMG with respect
to the Qualifying Income Liabilities or (c) enlarge any rights or remedies of any third party, if any, under any of the Qualifying Income Liabilities. 


        Section 3.2    Assumption of GPC Term Loan by MLP.    In connection with the
contribution and transfer by the Owners of interests in the Operating Subsidiaries to MLP, as set forth in Section 2.5 


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above,
MLP hereby assumes and agrees to duly and timely pay, perform and discharge the GPC Term Loan, to the full extent that the parties thereto have been heretofore or would have been in the future
obligated to pay, perform and discharge the GPC Term Loan were it not for the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay,
perform and discharge the GPC Term Loan shall not (a) increase the obligation of MLP with respect to the GPC Term Loan beyond that of the parties thereto, (b) waive any valid defense
that was available to the parties thereto with respect to the GPC Term Loan or (c) enlarge any rights or remedies of any third party, if any, under the GPC Term Loan. 


        Section 3.3    Assumption of Non-Qualifying Income Liabilities by
GMG.    In connection with the contribution and transfer by Global of the Non-Qualifying Income Assets to GMG, as set forth in Section 2.9 above,
GMG hereby assumes and agrees to duly and timely pay, perform and discharge the Non-Qualifying Income Liabilities, to the full extent that Global has been heretofore or would have been in
the future obligated to pay, perform and discharge the Non-Qualifying Income Liabilities were it not for the execution and delivery of this Agreement; provided, however, that said
assumption and agreement to duly and timely pay, perform and discharge the Non-Qualifying Income Liabilities shall not (a) increase the obligation of GMG with respect to the
Non-Qualifying Income Liabilities beyond that of Global, (b) waive any valid defense that was available to Global with respect to the Non-Qualifying Income Liabilities
or (c) enlarge any rights or remedies of any third party, if any, under any of the Non-Qualifying Income Liabilities. 


ARTICLE IV
  TITLE MATTERS  



        Section 4.1    Encumbrances.    


        (a)   Except
to the extent provided in any other document executed in connection with this Agreement or the Offering, the contribution and conveyance (by operation of law or
otherwise) of the Assets as reflected in this Agreement are made expressly subject to all recorded and unrecorded liens, encumbrances, agreements, defects, restrictions, adverse claims and all laws,
rules, regulations, ordinances, judgments and orders of governmental authorities or tribunals having or asserting jurisdictions over the Assets and operations conducted thereon or in connection
therewith, in each case to the extent the same are valid and enforceable and affect the Assets, including all matters that a current survey or visual inspection of the Assets would reflect. 


        (b)   To
the extent that certain jurisdictions in which the Assets are located may require that documents be recorded in order to evidence the transfers of title reflected in
this Agreement, then the provisions set forth in Section 4.1(a) immediately above shall also be applicable to the conveyances under such documents. 


        Section 4.2    Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales Laws.    



        (a)   EXCEPT
TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING, THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE
OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS INCLUDING THE WATER, SOIL, GEOLOGY OR
ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY OR INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE ASSETS, (B) THE INCOME TO BE DERIVED FROM THE ASSETS,
(C) THE SUITABILITY OF THE ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT 


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MAY
BE CONDUCTED THEREON, (D) THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS. EXCEPT TO THE EXTENT PROVIDED IN
ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING, THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT THE RESPECTIVE ASSETS, AND
EACH IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE RESPECTIVE ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OF THE PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS
AGREEMENT OR THE OFFERING, EACH OF THE PARTIES ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE ASSETS AS PROVIDED FOR HEREIN IS MADE IN AN "AS IS", "WHERE IS"
CONDITION WITH ALL FAULTS, AND THE ASSETS ARE CONTRIBUTED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE SUCH CONTRIBUTION AND CONVEYANCE OR THE
TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN
THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING. 


        (b)   The
contributions of the Assets made under this Agreement are made with full rights of substitution and subrogation of the respective Parties receiving such
contributions, and all persons claiming by, through and under such Parties, to the extent assignable, in and to all covenants and warranties by the predecessors-in-title of the
Parties contributing the Assets, and with full subrogation of all rights accruing under applicable statutes of limitation and all rights of action of warranty against all former owners of the Assets. 


        (c)   Each
of the Parties agrees that the disclaimers contained in this Section 4.2 are "conspicuous" disclaimers. Any covenants implied by statute or law by the use of
the words "grant," "contribute," "convey," "bargain," "assign," "transfer," "deliver" or "set over" or any of them or any other words used in this Agreement are hereby expressly disclaimed, waived or
negated. 



        (d)   Each
of the Parties hereby waives compliance with any applicable bulk sales law or any similar law in any applicable jurisdiction in respect of the transactions
contemplated by this Agreement. 


ARTICLE V
  FURTHER ASSURANCES  


        From time to time after the date hereof, and without any further consideration the Parties agree to execute, acknowledge and deliver all such additional deeds,
assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and 


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things,
all in accordance with applicable law, as may be necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement. 


ARTICLE VI
  EFFECTIVE TIME  


        Notwithstanding anything contained in this Agreement to the contrary, none of the provisions of Article II or Article III of this Agreement shall be
operative or have any effect until the Effective Time, at which time all the provisions of Article II or Article III of this Agreement shall be effective and operative in accordance with
Article VII, without further action by any Party. 


ARTICLE VII
  MISCELLANEOUS  


        Section 7.1    Order of Completion of Transactions.    The transactions provided for in
Article II of this Agreement shall be completed immediately following the Effective Time in the order set forth in Article II. The transactions provided for in Article III of this
Agreement shall be completed simultaneously with the transactions provided for in Article II of this Agreement. 


        Section 7.2    Costs.    Except for the transaction expenses set forth in
Section 2.8, OLLC shall pay all expenses, fees and costs, including sales, use and similar taxes arising out of the contributions, conveyances and deliveries to be made hereunder, and shall pay
all documentary, filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith. In addition, OLLC shall be responsible for all costs, liabilities and expenses
(including court costs and reasonable attorneys' fees) incurred in connection with the implementation of any conveyance or delivery pursuant to Article V of this Agreement. 


        Section 7.3    Headings; References; Interpretation.    All Article and Section
headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words "hereof," "herein" and
"hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement. All references herein to Articles
and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement, respectively. All personal pronouns used in this
Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The terms "include," "includes,"
"including" or words of like import shall be deemed to be followed by the words "without limitation." 


        Section 7.4    Successors and Assigns.    The Agreement shall be binding upon and inure
to the benefit of the Parties and their respective successors and assigns. 



        Section 7.5    No Third Party Rights.    The provisions of this Agreement are intended
to bind the parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no
person is or is intended to be a third party beneficiary of any of the provisions of this Agreement. 


        Section 7.6    Counterparts.    This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on the Parties. 



        Section 7.7    Governing Law.    This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof. 


        Section 7.8    Severability.    If any of the provisions of this Agreement are held by
any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having 


9







 



jurisdiction
over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the
particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this
Agreement at the time of execution of this Agreement. 


        Section 7.9    Amendment or Modification.    This Agreement may be amended or modified
from time to time only by the written agreement of all the Parties. 


        Section 7.10    Integration.    This Agreement and the instruments referenced herein
supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to its subject matter. This document and such instruments contain the entire understanding
of the Parties. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a
written amendment hereto executed by the Parties after the date of this Agreement. 


        Section 7.11    Deed; Bill of Sale; Assignment.    To the extent required and permitted
by applicable law, this Agreement shall also constitute a "deed," "bill of sale" or "assignment" of the assets and interests referenced herein. 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 


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IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of the date first written above. 



	 	 	GLOBAL GP LLC
	

 	
 	

 	
By:	

 	

 	

 
	 	 	 	 	

	 	 	 	 	Name	 	 
	 	 	 	 	Title	 	 
	

 	
 	
GLOBAL PARTNERS LP
	

 	
 	

 	
By:	

GLOBAL GP LLC,

its General Partner
	

 	
 	

 	

 	

By:	

 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name	 
	 	 	 	 	 	Title	 
	

 	
 	
GLOBAL OPERATING LLC
	

 	
 	

 	
By:	

 	

 	

 
	 	 	 	 	

	 	 	 	 	Name	 	 
	 	 	 	 	Title	 	 
	

 	
 	
GLOBAL COMPANIES LLC
	

 	
 	

 	
By:	

 	

 	

 
	 	 	 	 	

	 	 	 	 	Name	 	 
	 	 	 	 	Title	 	 
	 	 	 	 	 	 	 





11







 

	

 	
 	
GLOBAL MONTELLO GROUP LLC
	

 	
 	

 	
By:	

 	

 	

 
	 	 	 	 	

	 	 	 	 	Name	 	 
	 	 	 	 	Title	 	 
	

 	
 	
CHELSEA SANDWICH LLC
	

 	
 	

 	
By:	

 	

 	

 
	 	 	 	 	

	 	 	 	 	Name	 	 
	 	 	 	 	Title	 	 
	

 	
 	
GLOBAL PETROLEUM CORP.
	

 	
 	

 	
By:	

 	

 	

 
	 	 	 	 	

	 	 	 	 	Name	 	 
	 	 	 	 	Title	 	 
	

 	
 	
LAREA HOLDINGS LLC
	

 	
 	

 	
By:	

 	

 	

 
	 	 	 	 	

	 	 	 	 	Name	 	 
	 	 	 	 	Title	 	 
	

 	
 	
LAREA HOLDINGS II LLC
	

 	
 	

 	
By:	

 	

 	

 
	 	 	 	 	

	 	 	 	 	Name	 	 
	 	 	 	 	Title	 	 
	 	 	 	 	 	 	 



12







 

	

 	
 	
CHELSEA TERMINAL LIMITED PARTNERSHIP
	

 	
 	

 	
By:	

CHELSEA TERMINAL CORP.,

its General Partner
	

 	
 	

 	

 	

By:	

 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name	 
	 	 	 	 	 	Title	 
	

 	
 	
SANDWICH TERMINAL, L.L.C.
	

 	
 	

 	
By:	

 	

 	

 
	 	 	 	 	

	 	 	 	 	Name	 	 
	 	 	 	 	Title	 	 
	

 	
 	
MONTELLO OIL CORPORATION
	

 	
 	

 	
By:	

 	

 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




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