Exhibit 10.1


 


JOINDER  AGREEMENT


 


Dated as of August 5, 2009


 


Bank of America, N.A., as Administrative Agent


100 Federal Street


Boston, Massachusetts  02110


 


Ladies and Gentlemen:


 


Reference is hereby made
to (a) 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 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”
and, collectively with OLLC, Global, Montello and Glen Hes, the “Borrowers”
and each, individually, 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 from time to time
party thereto (collectively, the “Lenders” and individually, a “Lender”),
BANK OF AMERICA, N.A., in its capacity as L/C Issuer (as defined in the Credit
Agreement) and BANK OF AMERICA, N.A., in its capacity as administrative agent
(in such capacity, the “Administrative  Agent”); and (b) that certain Guaranty,
dated as of October 4, 2004 (as amended and in effect from time to time,
the “Guaranty”) by the Initial Guarantors in favor of the Administrative
Agent, the Lenders, the L/C Issuer, the LOI Agent (as such term is defined in
the Guaranty) and the LOI Banks (as such term is defined in the Guaranty). All
capitalized terms used herein without definitions shall have the meanings given
such terms in the Credit Agreement.


 


1.            Joinder to
Guaranty.


 


The undersigned, GLOBAL ENERGY MARKETING LLC, a Delaware limited liability
company (the “New  Guarantor” and, together with the Initial
Guarantors under the Guaranty as of the date hereof, the “Guarantors”),
hereby joins the Guaranty and agrees to become and hereby is a Guarantor under
the Guaranty and to comply with and be bound by all of the terms, conditions
and covenants of the Guaranty.  Without
limiting the generality of the preceding sentence, the undersigned agrees that
it will be jointly and severally liable, together with the other Guarantors,
for the payment and performance of all Obligations under the Credit Agreement
and the Guaranty as supplemented hereby.


 

















 


2.            Joinder to Security Agreement.


 


The New Guarantor further covenants and
agrees that by its execution hereof it shall be bound and hereby is bound by
and shall comply with all terms and conditions of that certain Security
Agreement, dated as of October 4, 2005 (as amended and in effect from time
to time, the “Security  Agreement”), by and among each of the
Borrowers and the Administrative Agent, and thereby and hereby grants to the
Administrative Agent, for the benefit of the Lenders, the L/C Issuer the LOI
Banks, the LOI Agent and the Administrative Agent, to secure the payment and
performance in full of all of the Obligations, a security interest in and so
pledges and collaterally assigns to the Administrative Agent, the following
properties, assets and rights of the New Guarantor, wherever located, whether
now owned or hereafter acquired or arising, and all proceeds and products
thereof (all of the same being hereinafter called the “Collateral”): all
personal and fixture property of every kind and nature including all goods
(including inventory, equipment and any accessions thereto), instruments
(including promissory notes), documents (including, if applicable, electronic
documents), accounts (including health-care-insurance receivables), chattel
paper (whether tangible or electronic), deposit accounts, letter-of-credit
rights (whether or not the letter of credit is evidenced by a writing),
commercial tort claims, securities and all other investment property,
supporting obligations, any other contract rights or rights to the payment of
money, insurance claims and proceeds, and all general intangibles (including
all payment intangibles).  The
Administrative Agent acknowledges that the attachment of its security interest
in any commercial tort claim as original collateral is subject to the New
Guarantor’s compliance with §4.7 of the Security Agreement.


 


The New Guarantor has
executed and delivered a duly completed Perfection Certificate as of the date
hereof and attached as Exhibit A hereto (the “Perfection  Certificate”),
and represents and warrants as provided in the Security Agreement with respect
to the matters set forth in the Perfection Certificate.  The undersigned further covenants and agrees
that by its execution hereof it shall provide all such information, complete
all such forms, and take all such actions, and enter into all such agreements,
in form and substance reasonably satisfactory to the Administrative Agent that
are reasonably deemed necessary by the Administrative Agent in order to grant a
valid, first-priority perfected security interest to the Administrative Agent
in all of the Collateral.


 


3.            New Guarantor’s Representations
and Warranties.


 


The New Guarantor hereby
acknowledges, and, as applicable, represents and warrants, the following:


 


(a)           it is a Delaware limited liability company organized on or
prior to the date hereof;


 


(b)           it is a wholly-owned Subsidiary of OLLC;


 


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(c)           its chief executive office and principal place of business
is that indicated on the Perfection Certificate;


 


(d)           its books and records are kept at its chief executive
office and principal place of business;


 


(e)           no provision of its governing documents prohibits the New
Guarantor from making distributions to OLLC;


 


(f)            it is capable of complying with and is in compliance with
all of the provisions of the Guaranty and those provisions of the Credit
Agreement and other Loan Documents applicable to it;


 


(g)           except as set forth in Schedule 3(g) attached hereto
and incorporated herein by reference, each of the representations and warranties
set forth in the Guaranty and in Article 5 of the Credit Agreement (to the
extent applicable to a Loan Party) is true and correct in all material respects
with respect to the New Guarantor as of the date hereof (except to the extent
of changes resulting from transactions contemplated or permitted by the Credit
Agreement and the other Credit Documents and changes occurring in the ordinary
course of business that singly or in the aggregate are not materially adverse,
and except to the extent that such representations and warranties relate
expressly to an earlier date);


 


(h)           it is a condition precedent to the Lenders continuing to
make additional loans or otherwise extending credit to the Borrowers under the
Credit Agreement that the New Guarantor execute and deliver to the
Administrative Agent, for the benefit of the Lenders, the L/C Issuer, the LOI
Banks, the LOI Agent and the Administrative Agent, this Joinder Agreement;


 


(i)            the New Guarantor wishes to grant security interests in
favor of the Administrative Agent, for the benefit of the Lenders, the L/C
Issuer, the LOI Banks, the LOI Agent and the Administrative Agent, as herein
provided and to become a party to the Security Agreement; and


 


(j)            upon execution of this agreement, the undersigned will be
jointly and severally liable, together with the Initial Guarantors, for the
payment and performance of all Obligations of the Borrowers.


 


4.            Delivery of Documents.


 


The New Guarantor hereby
agrees that the following documents shall be delivered to the Administrative
Agent prior to or concurrently with this Joinder Agreement, each in form and
substance satisfactory to the Administrative Agent:


 


a.               a favorable legal opinion addressed to the Lenders, the L/C Issuer, the
LOI Banks, the LOI Agent and the Administrative Agent, of Edward J. Faneuil, Esq.,



 


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counsel
to the New Guarantor, in form and substance reasonably satisfactory to the
Administrative Agent;


 


b.              copies, certified by a duly authorized officer of the New Guarantor to be
true and complete as of the date hereof, of each of (i) the governing
documents of the New Guarantor as in effect on the date hereof, (ii) the
limited liability resolutions of the New Guarantor authorizing the execution
and delivery of this Joinder Agreement, the other documents executed in
connection herewith and the New Guarantor’s performance of all of the
transactions contemplated hereby, and (iii) an incumbency certificate
giving the name and bearing a specimen signature of each individual who shall
be authorized: (a) to sign, in the New Guarantor’s name and on its behalf,
each of this Joinder Agreement and the other Loan Documents to which the New
Guarantor is or is to become a party, and (b) to give notices and to take
other action on its behalf under the Loan Documents to which it is a party;


 


c.               a certificate of the Secretary of State of the State of Delaware of a
recent date as to the New Guarantor’s existence and good standing and foreign
qualification certificate(s) of the appropriate official in each
jurisdiction where such qualification to do business is necessary except where
the failure of the New Guarantor to be so qualified would not have a Material
Adverse Effect;


 


d.              UCC-1 financing statements and other documents and instruments necessary
to perfect the Administrative Agent’s security interest, for the benefit of the
Administrative Agent, the Lenders, the LOI Banks, the LOI Agent and the L/C
Issuer, in the Collateral;


 


e.               the results of UCC searches (and the equivalent thereof in all applicable
foreign jurisdictions) and intellectual property searches with respect to the
Collateral indicating no Liens other than Permitted Liens and otherwise in form
and substance satisfactory to the Administrative Agent;


 


f.                 (i) a certificate of insurance from an independent insurance broker
dated on or prior to the date hereof, identifying insurers, types of insurance,
insurance limits, and policy terms, and otherwise describing the insurance
obtained with respect to the New Guarantor in accordance with the provision of
the Security Agreement, and (ii) certified copies of all policies
evidencing such insurance (or certificates therefore signed by the insurer or
an agent authorized to bind the insurer);


 


g.              such other documents as the Administrative Agent may reasonably request.


 


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5.     Power
of Attorney.


 


a.     Appointment and Powers of Administrative
Agent.  The New Guarantor hereby irrevocably
constitutes and appoints the Administrative Agent and any officer or
Administrative Agent thereof, with full power of substitution, as its true and
lawful attorneys-in-fact with full irrevocable power and authority in the place
and stead of the New Guarantor or in the Administrative Agent’s own name, for
the purpose of carrying out the terms of this Joinder Agreement, the Guaranty
and the Security Agreement, to take any and all appropriate action and to
execute any and all documents and instruments that may be necessary or
desirable to accomplish the purposes of this Joinder Agreement, the Guaranty
and the Security Agreement (with respect to the New Guarantor) and, without
limiting the generality of the foregoing, hereby gives said attorneys the power
and right, on behalf of the New Guarantor, without notice to or assent by the
New Guarantor, to do the following:


 


(i)            upon the occurrence and during the continuance of an
Event of Default, generally to sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral in such manner as is
consistent with the Uniform Commercial Code of the Commonwealth of
Massachusetts and as fully and completely as though the Administrative Agent
were the absolute owner thereof for all purposes, and to do at the New
Guarantor’s expense, at any time, or from time to time, all acts and things
which the Administrative Agent deems reasonably necessary or useful to protect,
preserve or realize upon the Collateral and the Administrative Agent’s security
interest therein, in order to effect the intent of this Joinder Agreement, the
Guaranty and the Security Agreement, all no less fully and effectively as the
New Guarantor might do, including, without limitation, (x) the filing and
prosecuting of registration and transfer applications with the appropriate
federal, state or local agencies or authorities with respect to trademarks,
copyrights and patentable inventions and processes, (y) upon written
notice to the New Guarantor, the exercise of voting rights with respect to
voting securities, which rights may be exercised, if the Administrative Agent
so elects, with a view to causing the liquidation of assets of the issuer of
any such securities and (z) the execution, delivery and recording, in
connection with any sale or other disposition of any Collateral, of the
endorsements, assignments or other instruments of conveyance or transfer with
respect to such Collateral; and


 


(ii)           to file such financing statements with respect hereto,
with or without the New Guarantor’s signature, or a photocopy of this Joinder Agreement
or the Security Agreement in substitution for a financing statement, as the
Administrative Agent may deem appropriate and to execute in the New Guarantor’s
name such financing statements and amendments thereto and continuation
statements which may require the New Guarantor’s signature.


 


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b.     Ratification by New Guarantor.  To
the extent permitted by law, the New Guarantor hereby ratifies all that said
attorneys shall lawfully do or cause to be done by virtue hereof.  This power of attorney is a power coupled
with an interest and shall be irrevocable.


 


c.     No Duty on Administrative Agent.  The
powers conferred on the Administrative Agent hereunder are solely to protect
the interests of the Administrative Agent, the Lenders, the L/C Issuer, the LOI
Agent and the LOI Banks in the Collateral and shall not impose any duty upon it
to exercise any such powers. The Administrative Agent shall be accountable only
for the amounts that it actually receives as a result of the exercise of such
powers and neither it nor any of its officers, directors, employees or agents
shall be responsible to the New Guarantor for any act or failure to act, except
for the Administrative Agent’s own gross negligence or willful misconduct.


 


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page intentionally left blank]


 


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This Joinder Agreement
shall take effect as a sealed instrument and shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts. This Joinder
Agreement constitutes a Loan Document under and as defined in the Credit
Agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  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/ Thomas J. Hollister

  
	
   

  	
  Name: 

  	
  Thomas J. Hollister

  
	
   

  	
  Title:

  	
  Chief Operating Officer and

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


 


	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
  BANK OF AMERICA, N.A., as
  Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Alan Tapley

  	
   

  
	
   

  	
  Name: 

  	
  Alan Tapley

  	
   

  
	
   

  	
  Title:

  	
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GLOBAL OPERATING LLC

  	
   

  
	
  By: Global Partners LP, its sole member

  	
   

  
	
  By: Global GP LLC, its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas J. Hollister

  	
   

  
	
  Name: 

  	
  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

  	
   

  
	
  Name: 

  	
  Thomas J. Hollister

  	
   

  
	
  Title:

  	
  Chief Operating Officer
  and

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  GLOBAL MONTELLO GROUP CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas J. Hollister

  	
   

  
	
  Name:

  	
  Thomas J. Hollister

  	
   

  
	
  Title:

  	
  Chief Operating Officer and

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GLEN HES CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas J. Hollister

  	
   

  
	
  Name:

  	
  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

  	
   

  
	
  Name:

  	
  Thomas J. Hollister

  	
   

  
	
  Title:

  	
  Chief Operating Officer and

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  



 


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  GLOBAL PARTNERS LP

  	
   

  
	
  By: Global GP LLC, its general
  partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas J. Hollister

  	
   

  
	
  Name: 

  	
  Thomas J. Hollister

  	
   

  
	
  Title:

  	
  Chief Operating Officer
  and

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GLOBAL GP LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas J. Hollister

  	
   

  
	
  Name: 

  	
  Thomas J. Hollister

  	
   

  
	
  Title:

  	
  Chief Operating Officer and

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  



 


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