Exhibit 10.1

 

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

This First Amendment to Second Amended and Restated Credit Agreement (this “First Amendment”) is made as of October 6, 2014, 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”), GLOBAL CNG LLC, a Delaware limited liability company (“CNG”), ALLIANCE ENERGY LLC, a Massachusetts limited liability company (“Alliance”) and CASCADE KELLY HOLDINGS LLC, an Oregon limited liability company (“Cascade” and, collectively with OLLC, Global, Montello, Glen Hes, Chelsea LLC, Finance, GEM, GEM II, CNG and Alliance, the “Borrowers” and each individually, a “Borrower”), GLOBAL PARTNERS LP, a Delaware limited partnership (the “MLP”), 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 Second Amended and Restated Credit Agreement dated as of December 16, 2013 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrowers, the MLP, the Lenders, the Administrative Agent, Swing Line Lender, the L/C Issuer, the Alternative Currency Fronting Lender, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as Co-Syndication Agents and RBS Citizens NA and Societe Generale, 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 (as such term is defined in the Credit Agreement), the Required Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement, 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 Article VII of the Credit Agreement.  Article VII of the Credit Agreement is hereby amended as follows:

 

(a)                                 Section 7.02(l)(iii) of the Credit Agreement is hereby amended by deleting Section 7.02(l)(iii) in its entirety and restating it as follows: “(iii)  Persons with which distributor and/or subdistributor arrangements are in place or expect to be in place, so long as the aggregate amount of all such Investments made under this Section 7.02(l)(iii) does not exceed $75,000,000.”

 

(b)                                 Section 7.06(c) of the Credit Agreement is hereby amended by deleting Section 7.06(c) in its entirety and restating it as follows:

 











 

(c)                                  Acquisitions of the assets or stock of another Person (a “Permitted Acquisition”), so long as (i) no Default or Event of Default has occurred and is continuing or would exist as a result thereof; (ii) the Person to be acquired (or, in the case of an asset acquisition, the assets of such Person) are in the same or a substantially similar line of business as a Loan Party; (iii) the Loan Parties have provided the Administrative Agent with prior written notice of such acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition; (iv) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof of each of the applicable Loan Party or Subsidiary making such acquisition and of the Person to be acquired has approved such merger, consolidation or acquisition; (v) in the event of a stock or other similar equity acquisition the Person so acquired shall become a wholly-owned Subsidiary of a Loan Party and shall comply with the terms and conditions set forth in Section 6.13; and (vi) the business to be acquired would not subject the Administrative Agent or any Lender to any additional regulatory or third party approvals in connection with the exercise of any of its rights and remedies under this Agreement or any other Loan Document.

 

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

 

§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 First 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 First 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 First 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 Alternative Currency Fronting Lender, the Syndication Agent, the Co-Documentation Agents or the Lenders consequent thereon.

 

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§6.                               Counterparts.  This First 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 FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).

 

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IN WITNESS WHEREOF, the parties hereto have executed this First 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/   Daphne H. Foster
    
	
 
    	
Title: 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/   Daphne H. Foster
    
	
 
    	
Title: Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
GLOBAL   MONTELLO GROUP CORP.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Daphne H. Foster
    
	
 
    	
Title: 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/   Daphne H. Foster
    
	
 
    	
Title: Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GLEN   HES CORP.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Daphne H. Foster
    
	
 
    	
Title: Chief Financial Officer
    


 

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GLP   FINANCE CORP.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Gregory B. Hanson
    
	
 
    	
Title: Treasurer
    
	
 
    	
 
    
	
 
    	
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/   Gregory B. Hanson
    
	
 
    	
Title: Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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/   Gregory B. Hanson
    
	
 
    	
Title: Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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/   Gregory B. Hanson
    
	
 
    	
Title: Treasurer
    
	
 
    	
 
    
	
 
    	
CASCADE   KELLY HOLDINGS LLC
    
	
 
    	
By:   Global Operating LLC, its sole member
    
	
 
    	
By:   Global Partners LP, its sole member
    
	
 
    	
By:   Global GP LLC, its general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Gregory B. Hanson
    
	
 
    	
Title: Treasurer
    


 

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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/   Gregory B. Hanson
    
	
 
    	
Title: Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GLOBAL   PARTNERS LP
    
	
 
    	
By:   Global GP LLC, its general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Gregory B. Hanson
    
	
 
    	
Title: Treasurer
    


 

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BANK   OF AMERICA, N.A., as
    
	
 
    	
Administrative   Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Liliana Claar
    
	
 
    	
Name:   
    	
Liliana   Claar
    
	
 
    	
Title:   
    	
Vice   President
    


 

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BANK   OF AMERICA, N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Bryan Heller
    
	
 
    	
Name:   
    	
Bryan   Heller
    
	
 
    	
Title:   
    	
Director
    


 

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


 

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RBS   CITIZENS NA, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Harvey H. Thayer, Jr.
    
	
 
    	
Name:   
    	
Harvey   H. Thayer, Jr.
    
	
 
    	
Title:   
    	
Senior   Vice President
    


 

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WELLS   FARGO BANK, N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Daniel M. Grondin
    
	
 
    	
Name:   
    	
Daniel   M. Grondin
    
	
 
    	
Title:   
    	
Senior   Vice President
    


 

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SOCIETE   GENERALE, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Barbara Paulsen
    
	
 
    	
Name:   
    	
Barbara   Paulsen
    
	
 
    	
Title:   
    	
Managing   Director
    


 

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BNP   PARIBAS, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Matthew L. Rosetti
    
	
 
    	
Name:   
    	
Matthew   L. Rosetti
    
	
 
    	
Title:   
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   A-C Mathiot
    
	
 
    	
Name:   
    	
A-C   Mathiot
    
	
 
    	
Title:   
    	
Managing   Director
    


 

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COOPERATIEVE   CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK   BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Chung-Taek Oh
    
	
 
    	
Name:   
    	
Chung-Taek   Oh
    
	
 
    	
Title:   
    	
Executive   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Esther Berkelaar
    
	
 
    	
Name:   
    	
Esther   Berkelaar
    
	
 
    	
Title:   
    	
Executive   Director
    


 

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BMO   HARRIS FINANCING, INC., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Matthew L. Davis
    
	
 
    	
Name:   
    	
Matthew   L. Davis
    
	
 
    	
Title:   
    	
Vice   President
    


 

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


 

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SANTANDER   BANK, N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   William Maag
    
	
 
    	
Name:   
    	
Willima   Maag
    
	
 
    	
Title:   
    	
Managing   Director
    


 

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


 

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NATIXIS,   NEW YORK BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   David Pershad
    
	
 
    	
Name:   
    	
David   Pershad
    
	
 
    	
Title:   
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Arnaud Stevens
    
	
 
    	
Name:   
    	
Arnaud   Stevens
    
	
 
    	
Title:   
    	
Managing   Director and Group Head
    


 

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


 

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DEUTSCHE   BANK AG, NEW YORK BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Shai Bandner
    
	
 
    	
Name:   
    	
Shai   Bandner
    
	
 
    	
Title:   
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Vanuza Pereira-Bravo
    
	
 
    	
Name:   
    	
Vanuza   Pereira-Bravo
    
	
 
    	
Title:   
    	
Assistant   Vice President
    


 

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


 

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


 

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BARCLAYS   BANK PLC, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ronnie Glenn
    
	
 
    	
Name:   
    	
Ronnie   Glenn
    
	
 
    	
Title:   
    	
Vice   President
    


 

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REGIONS   BANK, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Richard Kaufman
    
	
 
    	
Name:   
    	
Richard   Kaufman
    
	
 
    	
Title:   
    	
Senior   Vice President
    


 

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


 

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PEOPLE’S   UNITED BANK, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Michael Foster
    
	
 
    	
Name:   
    	
Michael   Foster
    
	
 
    	
Title:   
    	
Assistant   Vice President
    


 

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


 

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


 

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


 

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CADENCE   BANK, N.A., as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Mike Ross
    
	
 
    	
Name:   
    	
Mike   Ross
    
	
 
    	
Title:   
    	
Executive   Vice President
    


 

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RB   INTERNATIONAL FINANCE (USA) LLC, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Astrid Wilke
    
	
 
    	
Name:   
    	
Astrid   Wilke
    
	
 
    	
Title:   
    	
Group   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Nancy Reminl
    
	
 
    	
Name:   
    	
Nancy   Reminl
    
	
 
    	
Title:   
    	
Vice   President
    


 

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


 

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CUSTOMERS   BANK, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   James B. Daley
    
	
 
    	
Name:   
    	
James   B. Daley
    
	
 
    	
Title:   
    	
Vice   President
    


 

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RATIFICATION OF GUARANTY

 

Each of the undersigned guarantors (each a “Guarantor”) hereby acknowledges and consents to the foregoing First Amendment as of October 6, 2014, and agrees that each of (a) the Second Amended and Restated Guaranty dated as of December 16, 2013 (as amended and in effect from time to time, the “Original Guaranty”) from each of Global Partners LP and Bursaw Oil LLC; and (b) the Guarantee dated as of September 8, 2014 (as amended and in effect from time to time, the “Canada Guaranty”) from Global Partners Energy Canada ULC 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 and the Canada Guaranty remains in full force and effect.

 

	
 
    	
GLOBAL   PARTNERS LP
    
	
 
    	
By:   Global GP LLC, its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   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
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GLOBAL   PARTNERS ENERGY CANADA ULC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Daphne H. Foster
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    


 

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