Exhibit 10.5

 

 

	
 

ELEVENTH AMENDMENT TO AMENDED AND RESTATED   CREDIT AGREEMENT

 
    


 

This Eleventh Amendment to Amended and Restated Credit Agreement (this “Eleventh Amendment”) is made as of March 29, 2013, by and among GLOBAL OPERATING LLC, a Delaware limited liability company (“OLLC”), GLOBAL COMPANIES LLC, a Delaware limited liability company (“Global”), GLOBAL MONTELLO GROUP CORP., a Delaware corporation (“Montello”), GLEN HES CORP., a Delaware corporation (“Glen Hes”), CHELSEA SANDWICH LLC, a Delaware limited liability company (“Chelsea LLC”), GLP FINANCE CORP., a Delaware corporation (“Finance”), GLOBAL ENERGY MARKETING LLC, a Delaware limited liability company (“GEM”), GLOBAL ENERGY MARKETING II LLC, a Delaware limited liability company (“GEM II”), ALLIANCE ENERGY LLC, a Massachusetts limited liability company (“Alliance”, and, collectively with OLLC, Global, Montello, Glen Hes, Chelsea LLC, Finance, GEM and GEM II, 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 “Original Guarantors and each individually, an “Original 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 (as such term is defined in the Credit Agreement), amending certain provisions of that certain Amended and Restated Credit Agreement dated as of May 14, 2010 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrowers, the Original Guarantors, the Lenders, the Administrative Agent, the L/C Issuer, the Swing Line Lender, JPMorgan Chase Bank, N.A. as Syndication Agent and Societe Generale, Standard Chartered Bank, Wells Fargo Bank, N.A. and RBS Citizens, National Association, as Co-Documentation Agents.  Terms not otherwise defined in the Credit Agreement shall have the same respective meanings herein as therein.

 

WHEREAS, the Loan Parties, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement to modify the definition of “Combined Working Capital” to be consistent with the intention of the parties at the time of the effectiveness of that certain Ninth Amendment to Amended and Restated Credit Agreement dated as of January 25, 2013, all 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.  The definition of “Combined Working Capital” contained in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and restating it as follows:

 

“Combined Working Capital” means the excess of Combined Current Assets over Combined Current Liabilities, provided, however, for the purposes of this definition, (a) all prepaid expenses of the Loan Parties in excess of $20,000,000 shall not be considered a Combined Current Asset hereunder regardless of how such prepaid expenses would otherwise be classified in accordance with GAAP; (b) any asset of any Loan Party which will be

 











 

2

 

 

subsequently paid or otherwise distributed to such Loan Party’s members as a Permitted Distribution shall not be considered a Combined Current Asset hereunder regardless of how such asset would otherwise be classified in accordance with GAAP; (c) any asset of any Loan Party consisting of an intercompany receivable or other right to payment owing from another Loan Party or an Affiliate (other than the Account Receivable owing from Alliance which is included in the computation of Eligible Receivable) shall not be considered a Combined Current Asset hereunder regardless of how such asset would otherwise be classified in accordance with GAAP; (d) the aggregate amount of all WC Loans outstanding hereunder and all Revolver Loans outstanding hereunder used to fund working capital shall be deemed Combined Current Liabilities, regardless of how such outstanding amounts would otherwise be classified in accordance with GAAP; and (e) the aggregate amount of all Term Loans outstanding hereunder shall not be deemed Combined Current Liabilities hereunder, regardless of how such outstanding amounts would otherwise be classified in accordance with GAAP.

 

§2.  Conditions to Effectiveness.  This Eleventh Amendment will become effective as of the date hereof upon receipt by the Administrative Agent of fully-executed original counterparts of this Eleventh Amendment executed by the Loan Parties, the Administrative Agent and the required Lenders.

 

§3.       Representations and Warranties.  Each of the Loan Parties hereby repeats, on and as of the date hereof, each of the representations and warranties made by it in Article V of the Credit Agreement, provided, that all references therein to the Credit Agreement shall refer to such Credit Agreement as amended hereby.  In addition, each of the Loan Parties hereby represents and warrants that the execution and delivery by such Loan Party of this Eleventh 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.

 

§4.       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 Eleventh Amendment shall be read and construed as a single agreement.  All references in the Credit Agreement or any related agreement or instrument to the Credit Agreement shall hereafter refer to the Credit Agreement as amended hereby.  This Eleventh Amendment shall constitute a Loan Document.

 

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

 











 

3

 

 

§6.       Counterparts.  This Eleventh 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.

 

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

 











 

4

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Eleventh 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 Operating Officer   and Chief Financial 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 Operating Officer   and Chief Financial Officer
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
GLOBAL MONTELLO GROUP CORP.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By
    	
:       /s/   Thomas J. Hollister
    	
 
    
	
 
    	
 
    	
 
    	
   Title:
    	
Chief Operating Officer   and Chief Financial 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 Operating Officer   and Chief Financial Officer
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
GLEN HES CORP.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By
    	
:       /s/   Thomas J. Hollister
    	
 
    
	
 
    	
 
    	
 
    	
   Title:
    	
Chief Operating Officer   and Chief Financial Officer
    	
 
    


 











 

5

 

 

	
 
    	
 
    	
GLP FINANCE CORP.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By
    	
:    /s/   Edward J. Faneuil
    	
 
    
	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
GLOBAL ENERGY MARKETING LLC
    
	
 
    	
 
    	
By:  Global Operating   LLC, its sole member
    
	
 
    	
 
    	
By:  Global Partners   LP, its sole member
    
	
 
    	
 
    	
By:  Global GP LLC,   its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By
    	
:    /s/   Edward J. Faneuil
    	
 
    
	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
GLOBAL ENERGY MARKETING II LLC
    
	
 
    	
 
    	
By:  Global Operating   LLC, its sole member
    
	
 
    	
 
    	
By:  Global Partners   LP, its sole member
    
	
 
    	
 
    	
By:  Global GP LLC,   its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By
    	
:    /s/   Edward J. Faneuil
    	
 
    
	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
ALLIANCE ENERGY LLC
    
	
 
    	
 
    	
By:  Global Operating   LLC, its sole member
    
	
 
    	
 
    	
By:  Global Partners   LP, its sole member
    
	
 
    	
 
    	
By:  Global GP LLC,   its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By
    	
:    /s/   Edward J. Faneuil
    	
 
    
	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
GLOBAL PARTNERS LP
    
	
 
    	
 
    	
By:  Global GP LLC,   its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By
    	
:    /s/   Edward J. Faneuil
    	
 
    
	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
GLOBAL GP LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By
    	
:    /s/   Edward J. Faneuil
    	
 
    
	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President
    	
 
    


 











 

6

 

 

	
 
    	
 
    	
BANK OF   AMERICA, N.A., as

Administrative   Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
    /s/ Angelo Martorana
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
   Angelo   Martorana
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
     Assistant   Vice President
    
						


 











 

7

 

 

	
 
    	
 
    	
BANK OF   AMERICA, N.A., as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Jason Zilewicz
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Jason   Zilewicz
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Assistant   Vice President
    
						


 











 

8

 

 

	
 
    	
 
    	
JPMORGAN   CHASE BANK, N.A., as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Dan Bueno
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Dan Bueno
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Vice   President
    
						


 











 

9

 

 

	
 
    	
 
    	
WELLS   FARGO BANK, N.A., as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Jeffrey Kinney
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Jeffrey   Kinney
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Senior   Vice President
    
						


 











 

10

 

 

	
 
    	
 
    	
SOCIETE   GENERALE, as a   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Matt Worstell
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Matt   Worstell
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Vice   President
    
						


 

 

	
 
    	
 
    	
By:
    	
  /s/ Chad Clark
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Chad Clark
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Managing   Director
    
						


 












 

11

 

 

	
 
    	
 
    	
STANDARD   CHARTERED BANK, as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Patricia Doyle
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Patricia   Doyle
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Robert K. Reddington
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Robert K.   Reddington
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Credit   Documentation Manager
    
						


 











 

12

 

 

	
 
    	
 
    	
RBS   CITIZENS, NATIONAL ASSOCIATION, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Jason Upham
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Jason Upham
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Assistant   Vice President
    
						


 











 

13

 

 

	
 
    	
 
    	
BNP   PARIBAS, as a   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Matthew L. Rosetti
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Matthew L.   Rosetti
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Keith Richards
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Keith   Richards
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Director
    
						


 











 

14

 

 

	
 
    	
 
    	
COOPERATIEVE CENTRALE   RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Rodney P. Hutchinson
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Rodney P.   Hutchinson
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Executive   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Eva Rushkevich
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Eva   Rushkevich
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Managing   Director
    
						


 











 

15

 

 

	
 
    	
 
    	
SOVEREIGN   BANK, N.A. as a   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Daniela Hofer-Gautschi
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Daniela   Hofer-Gautschi
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Vice   President
    
						


 











 

16

 

 

	
 
    	
 
    	
CREDIT AGRICOLE CORPORATE AND   INVESTMENT BANK, as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Zali Win
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Zali Win
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Michel Kermarrec
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Michel   Kermarrec
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Vice   President
    
						


 











 

17

 

 

	
 
    	
 
    	
KEYBANK NATIONAL ASSOCIATION, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Keven D. Smith
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Keven D.   Smith
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Senior   Vice President
    
						


 











 

18

 

 

	
 
    	
 
    	
TORONTO DOMINION (NEW YORK)   LLC, as a   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Marie Fernandes
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Marie   Fernandes
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Authorized   Signatory
    
						


 











 

19

 

 

	
 
    	
 
    	
RB INTERNATIONAL FINANCE (USA)   LLC, as a   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Astrid Wilke
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Astrid   Wilke
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Group   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Katrin Lange-Hornby
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Katrin   Lange-Hornby
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Vice   President
    
						


 











 

20

 

 

	
 
    	
 
    	
RAYMOND   JAMES BANK, FSB, as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
  /s/ Scott G. Axelrod
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
  Scott G.   Axelrod
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
    Vice   President
    
						


 












 

21

 

 

	
 
    	
BARCLAYS BANK PLC, as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Sreedhar R. Kona
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Sreedhar R. Kona
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Vice President
    
						


 











 

22

 

 

	
 
    	
WEBSTER BANK NATIONAL   ASSOCIATION, as   a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Carol S. Carver
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Carol S. Carver
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Vice President
    
						


 











 

23

 

 

	
 
    	
NATIXIS, NEW YORK BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Carla Gray
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Carla Gray
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Arnaud Stevens
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Arnaud Stevens
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Managing   Director & Group Head
    
						


 











 

24

 

 

	
 
    	
BMO HARRIS   FINANCING, INC., as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Kevin Utsey
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Kevin Utsey
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Director
    
						


 











 

25

 

 

	
 
    	
SUMITOMO MITSUI BANKING   CORPORATION, as   a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
James D. Weinstein
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
James D. Weinstein
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Managing Director
    
						


 











 

26

 

 

	
 
    	
DEUTSCHE BANK, NEW YORK BRANCH,   as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Chris Chapman
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Chris Chapman
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Juan-Jose Mejia
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Juan-Jose Mejia
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Director
    
						


 











 

27

 

 

	
 
    	
TD BANK, N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
David Perlman
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
David Perlman
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Senior Vice President
    
						


 











 

28

 

 

	
 
    	
PEOPLE’S UNITED BANK, as a   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
 
    
						


 











 

29

 

 

	
 
    	
THE HUNTINGTON NATIONAL BANK,   as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Jared Shaner
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Jared Shaner
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Assistant Vice President
    
						


 











 

30

 

 

	
 
    	
BLUE HILLS BANK, as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Kelley Keefe
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Kelley Keefe
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Vice President
    
						


 











 

31

 

 

	
 
    	
THE BANK OF TOKYO-MITSUBISHI   UFJ, LTD., as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Andrew Oram
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Andrew Oram
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Managing Director
    
						


 











 

32

 

 

	
 
    	
FIRST NIAGARA BANK, N.A. as a   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    	
Robert Dellatorre
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
Robert Dellatorre
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
Vice President
    
						


 











 

33

 

 

RATIFICATION OF GUARANTY

 

Each of the undersigned guarantors (each a “Guarantor”) hereby acknowledges and consents to the foregoing Eleventh Amendment as of March 29, 2013, and agrees that each of (a) the Amended and Restated Guaranty dated as of May 14, 2010 (as amended and in effect from time to time, the “Original Guaranty”) from each of Global Partners LP and Global GP LLC; (b) the Guaranty dated as of March 1, 2012 (as amended and in effect from time to time, the “Alliance Guaranty”) from Bursaw Oil LLC; and (c) the Guaranty dated as of February 15, 2013 (as amended and in effect from time to time, the “Cascade Guaranty”) from Cascade Kelly Holdings LLC remains in full force and effect, and each of the Guarantors confirms and ratifies all of its obligations thereunder and under each of the other Loan Documents to which such Guarantor is a party. Notwithstanding anything to the contrary contained herein, the parties thereto hereby acknowledge, agree and confirm that as of the date hereof, each of the Original Guaranty, the Alliance Guaranty and the Cascade Guaranty remains in full force and effect.

 

	
 
    	
GLOBAL PARTNERS LP
    
	
 
    	
By: Global GP LLC, its general partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:     /s/ Thomas J. Hollister                            
    
	
 
    	
Title:    Chief Operating Officer and Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
GLOBAL GP LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:      /s/ Thomas J. Hollister                           
    
	
 
    	
Title:    Chief Operating Officer and Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
BURSAW   OIL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:      /s/ Thomas J. Hollister                           
    
	
 
    	
Title:    Chief Operating Officer and Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
CASCADE   KELLY HOLDINGS LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:    /s/ Thomas J. Hollister                           
    
	
 
    	
Title:    Chief Operating Officer and Chief   Financial Officer