Exhibit 10.1


FIRST AMENDMENT TO CREDIT
AGREEMENT


 


                This First Amendment to Credit Agreement (this “First Amendment”) is made as of November 10,
2005, 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” and,
collectively with OLLC, Global and Montello, 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 “Initial Guarantors and each individually, an “Initial Guarantor”), each “Lender” (as such
term is defined in the Credit Agreement referred to below) party hereto and
Bank of America, N.A. as Administrative Agent and L/C Issuer (as each such term
is defined in the Credit Agreement), amending certain provisions of 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 the Borrowers, the Initial Guarantors, the Lenders, the
Administrative Agent and the L/C Issuer. 
Terms not otherwise defined in the Credit Agreement shall have the same
respective meanings herein as therein.


 


WHEREAS, the Loan Parties, the Lenders, the
Administrative Agent and the L/C Issuer desire to amend certain provisions of
the Credit Agreement to, among other things, (a) increase the Initial WC Revolver
Total Commitment from $300,000,000 to $350,000,000; and (b) provide for an
additional increase in the Total WC Revolver Commitment such that the Total WC
Revolver Commitment may, pursuant to the terms and conditions of the Credit
Agreement, be increased to $450,000,000 (from the $350,000,000 amount available
prior to giving effect to this First Amendment), in all cases 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.  Section 1.1 of the Credit
Agreement is hereby amended as follows:


 


                (a)           the definition of “Applicable Percentage” contained in
Section 1.1 of the Credit Agreement is hereby amended by deleting such
definition in its entirety and restating it as follows:


 


                “Applicable Percentage”
means with respect to any Lender at any time, the percentage (carried out to
the ninth decimal place) of the Total WC Revolver Commitment (subject, however,
to the proviso contained in this definition), the Total Revolver Commitment or
the Total Acquisition Commitment, as the case may be, represented by such
Lender’s WC Commitment, Acquisition Commitment or Revolver Commitment, as the
case may be, at such time, provided, however,
in respect of the Total WC Revolver Commitment, each Lender’s Applicable
Percentage may change


 


 





















 


as of any date of
determination based on whether the Total WC Revolver Commitment has been
increased and/or decreased in accordance with Section 2.1(a)(ii) and/or Section
2.1(a)(iii) hereof and as such, (a) to the extent as of any date of
determination the Total WC Revolver Commitment has not been increased pursuant
to Sections 2.1(a)(ii) and/or (iii) hereof, each such Lender’s Applicable
Percentage of the Total WC Revolver Commitment shall be that percentage set
forth opposite the name of such Lender on Schedule
2.1 under the column headed “Applicable Percentage of the Initial WC
Revolver Total Commitment” (hereinafter referred to as the “Initial WC Revolver Applicable Percentage”);
(b) to the extent as of any date of determination the Total WC Revolver
Commitment has been increased pursuant to Section 2.1(a)(ii) hereof, each such
Lender’s Applicable Percentage of the Total WC Revolver Commitment shall be
that percentage set forth opposite the name of such Lender on Schedule 2.1 under the column headed “Applicable
Percentage of the Total WC Revolver Commitment after increase pursuant to
Section 2.1(a)(ii)” (hereinafter referred to as the “First Increase WC Revolver Applicable Percentage”); and (c) to the
extent as of any date of determination the Total WC Revolver Commitment has
been increased pursuant to Section 2.1(a)(iii) hereof, each such Lender’s
Applicable Percentage of the Total WC Revolver Commitment shall be that
percentage set forth opposite the name of such Lender on Schedule 2.1 under the
column headed “Applicable Percentage of Total WC Revolver Commitment after
increase pursuant to Section 2.1(a)(iii)” (hereinafter referred to as the “Final Increase WC Revolver Applicable Percentage”).  If the commitment of each Lender to make
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have
terminated pursuant to Section 8.2 or if the Total WC Revolver Commitment,
Total Revolver Commitment or Total Acquisition Commitments, as the case may be,
have expired, then the Applicable Percentage of each Lender shall be determined
based on the Applicable Percentage of such Lender most recently in effect,
giving effect to any subsequent assignments. 
The initial Applicable Percentage of each Lender for each of the WC
Revolver Loan, the Acquisitions Loans and the Revolver Loans is set forth
opposite the name of such Lender on Schedule 2.1 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 


                (b)           the definition of “Initial WC Revolver Total Commitment” contained
in Section 1.1 of the Credit Agreement is hereby amended by deleting such
definition in its entirety and restating it as follows:


 


                “Initial WC Revolver Total
Commitment” means the Total WC Revolver Commitment as in effect on November
10, 2005, as the same may be reduced in accordance with the terms hereof.  On November 10, 2005, the Initial WC Revolver
Total Commitment is $350,000,000.


 


 


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                (c)           the definition of “WC Revolver Commitment” contained in
Section 1.1 of the Credit Agreement is hereby amended by deleting such
definition in its entirety and restating it as follows:


 


                “WC Revolver Commitment”
means, as to each Lender, its obligation to (a) make WC Revolver Loans to the
Borrower pursuant to Section 2.1(a) and (b)
purchase participations in L/C Obligations, in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.1 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement.  For the avoidance
of doubt, the parties hereto hereby acknowledge and agree that any Lender’s
obligation to make WC Revolver Loans to the Borrower as of any date of
determination will be in those aggregate amounts set forth on Schedule 2.1, and the Applicable Percentage of
any Lender to make such WC Revolver Loans may vary, in the manner set forth on
Schedule 2.1, to the extent the Total WC Revolver Commitment is increased
pursuant to Section 2.1(a)(ii) and/or Section 2.1(a)(iii) hereof.


 


                (d)           Section 1.1 of the Credit Agreement is further amended by
inserting the following definitions in the appropriate alphabetical order:


 


                “Final WC Revolver Applicable
Percentage” has the meaning set forth in the definition of “Applicable
Percentage”.


 


                “First WC Revolver Applicable
Percentage” has the meaning set forth in the definition of “Applicable
Percentage”.


 


                “Incremental
Facility Decrease Date” has the meaning set forth in Section 2.1(a)(iii).


 


                “Incremental Facility
Increase Amount” has the meaning set forth in Section 2.1(a)(iii).


 


                “Incremental
Facility Increase Date” has the meaning set forth in Section 2.1(a)(iii).


 


                “Initial WC Revolver
Applicable Percentage” has the meaning set forth in the definition of “Applicable
Percentage”.


 


§2.  Amendment to Section 2 of the Credit Agreement.  Section 2 of the Credit
Agreement is hereby amended as follows:


 


(a)           Section 2.1 of the Credit Agreement
is hereby amended by deleting Section 2.1(a) in its entirety and restating
Section 2.1(a) as follows:


 


 


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2.1.  Commitments for Loans.


 


(a)           Working Capital Revolver.


 


                (i)            Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make loans (each such loan, a “WC Revolver Loan”)
to the Borrowers from time to time, on any Business Day during the Availability
Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender’s WC Revolver Commitment; provided, however, that
after giving effect to any Borrowing of a WC Revolver Loan (i) the Total WC
Revolver Outstandings shall not exceed the lesser of (1) the Total WC Revolver
Commitment as in effect on such date and (2) the Borrowing Base at such time,
and (ii) the aggregate Outstanding Amount of the WC Revolver Loans of any
Lender, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all L/C Obligations shall not exceed such Lender’s WC Revolver
Commitment.  Within the limits of each
Lender’s WC Revolver Commitment, and subject to the other terms and conditions
hereof, the Borrowers may borrow under this Section 2.1(a), prepay under
Section 2.4, and reborrow under this Section 2.1(a).  WC Revolver Loans may be Base Rate Loans,
Cost of Funds Rate Loans or Eurodollar Rate Loans, as further provided herein.


 


                (ii)           At any time during a Seasonal Overline Period, upon one
(1) Business Day prior written notice to the Administrative Agent and the
Lenders, and so long as no Default or Event of Default has occurred and is
continuing or would exist as a result thereof, the Borrowers may increase the
Total WC Revolver Commitment by an amount equal to $50,000,000 (such amount
being hereinafter referred to as the “Facility
Increase Amount”), provided that, unless the Borrowers have
simultaneously accessed the Incremental Facility Increase Amount in accordance
with Section 2.1(a)(iii), the Total WC
Revolver Commitment shall at no time exceed the Initial WC Revolver Total
Commitment as in effect immediately prior to such increase plus
$50,000,000 and, to the extent the Borrowers have accessed the Incremental
Facility Increase Amount in accordance with Section
2.1(a)(iii), then the Total WC Revolver Commitment shall at no time exceed
the Initial WC Revolver Total Commitment as in effect immediately prior to such
increase, plus $50,000,000 plus the amount of the Incremental
Facility Increase Amount, and, provided further,
that the Borrowers shall only be permitted to increase the Total WC Revolver
Commitment pursuant to this Section 2.1(a)(ii) once during such Seasonal
Overline Period.  The increase in the
Total WC Revolver Commitment shall become effective upon (a) receipt by the
Administrative Agent and the Lenders of the notice as described in the first
sentence of this Section 2.1(a)(ii); (b) evidence satisfactory to the
Administrative Agent of pro forma compliance with the financial covenants
contained in Section 7.18 hereof both
before and after giving effect to the increase; and (c) receipt by the
Administrative Agent for the respective accounts of the Lenders based 


 


 


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on such Lender’s
First Increase WC Revolver Applicable Percentage the fee set forth in Section 2.8(c) hereof at the time required by Section 2.8(c) (such effective date being
hereinafter referred to as a “Facility Increase
Date”).  On such Facility Increase
Date, the WC Revolver Commitment of each Lender shall be increased to those
amounts set forth on Schedule 2.1 under the
column headed “WC Revolver Commitment after 2.1(a)(ii) Increase” based on each
such Lender’s First Increase WC Revolver Applicable Percentage of the Total WC
Revolver Commitment as in effect after giving effect to the Facility Increase
Amount.   Subject to the terms and
conditions set forth in this Agreement, each of the Lenders severally agrees
that on the Facility Increase Date, its WC Revolver Commitment shall be automatically
increased as set forth in this Section 2.1(a)(ii) and on Schedule 2.1.  To the extent the Borrowers have not reduced
the Total WC Revolver Commitment by $50,000,000 at the expiration of the
Seasonal Overline Period, then, on such expiration date, the Total WC Revolver
Commitment shall automatically be reduced by $50,000,000 (or, if the Borrowers’
have also increased the Total WC Revolver Commitment pursuant to Section
2.1(a)(iii) hereof, then reduced by an amount equal to the sum of $50,000,000
plus the Incremental Facility Increase Amount), and the Borrowers’ jointly and
severally agree to pay to the Administrative Agent, for the respective accounts
of the Lenders based on each such Lender’s First Increase WC Revolver
Applicable Percentage, the amount of any WC Revolver Loans which are in excess
of the Total WC Revolver Commitment as in effect after giving effect to such
reduction.   In addition, the parties
hereto hereby agree that at any time in which the Total WC Revolver Commitment
has been increased pursuant to this Section 2.1(a)(ii), the Borrowers shall
have the right, so long as the Incremental Facility Increase Amount has been
reduced to zero, at any time and from time to time during the applicable
Seasonal Overline Period, upon one (1) Business Days’ prior written notice to
the Administrative Agent to reduce the Total WC Revolver Commitment by an
amount equal to the Facility Increase Amount (the effective date of such
decrease shall be hereinafter referred to as a “Facility
Decrease Date”), whereupon the Total WC Revolver Commitment shall be
reduced by such amount (and the WC Revolver Commitments of the Lenders shall be
reduced in accordance with their respective First Increase WC Revolver
Applicable Percentages by such amount). 
The Borrowers shall only have the right to reduce the Total WC Revolver
Commitment pursuant to this Section 2.1(a)(ii) once during any Seasonal
Overline Period.  Promptly after
receiving any notice of the Borrowers delivered pursuant to this Section
2.1(a)(ii), the Administrative Agent will notify the Lenders of the substance
thereof.  On the Facility Decrease Date,
the Borrowers shall jointly and severally pay to the Administrative Agent for
the respective accounts of the Lenders the full amount of any facility fee then
accrued on the amount of the reduction.


 


                (iii)          At any time during a Seasonal Overline Period and so long
as the Total WC Revolver Commitment has been increased in accordance


 


 


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with Section
2.1(a)(ii) by the full amount available thereunder and the Facility Increase
Amount equals $50,000,000, upon one (1) Business Day prior written notice to
the Administrative Agent and the Lenders, and so long as no Default or Event of
Default has occurred and is continuing or would exist as a result thereof, the
Borrowers may again increase the Total WC Revolver Commitment by an additional
amount equal to $50,000,000 (such amount being hereinafter referred to as the “Incremental
Facility Increase Amount”), provided
that, the Total WC Revolver Commitment shall at no time exceed the Initial WC
Revolver Total Commitment as in effect immediately prior to any increase made
in accordance with Section 2.1(a)(ii) plus $100,000,000, and, provided further, that the Borrowers shall
only be permitted to increase the Total WC Revolver Commitment pursuant to this
Section 2.1(a)(iii) once during such Seasonal Overline Period.  The increase in the Total WC Revolver
Commitment pursuant to this Section 2.1(a)(iii) shall become effective upon (a)
receipt by the Administrative Agent and the Lenders of the notice as described
in the first sentence of this Section 2.1(a)(iii); (b) evidence satisfactory to
the Administrative Agent of pro forma compliance with the financial covenants
contained in Section 7.18 hereof both
before and after giving effect to the increase; and (c) receipt by the
Administrative Agent for the respective accounts of the Lenders based on such
Lender’s Final Increase WC Revolver Applicable Percentage the fee set forth in Section 2.8(c) hereof at the time required by Section 2.8(c) (such effective date being
hereinafter referred to as a “Incremental  Facility
Increase Date”).  On such Incremental
Facility Increase Date, the WC Revolver Commitment of each Lender shall be
increased to those amounts set forth on Schedule
2.1 under the column headed “WC Revolver Commitment after 2.1(a)(iii)
Increase” based on each such Lender’s Final Increase WC Revolver Applicable
Percentage of the Total WC Revolver Commitment as in effect after giving effect
to the Incremental Facility Increase Amount. 
Subject to the terms and conditions set forth in this Agreement, each of
the Lenders severally agrees that on the Incremental Facility Increase Date,
its WC Revolver Commitment shall be automatically increased as set forth in
this Section 2.1(a)(iii).  To the extent
the Borrowers have not reduced the Total WC Revolver Commitment by $100,000,000
at the expiration of the Seasonal Overline Period, then, on such expiration
date, the Total WC Revolver Commitment shall automatically be reduced by an
amount equal to the sum of the Facility Increase Amount plus the Incremental
Facility Increase Amount minus the amount by which the Total WC Revolver
Commitment has been reduced during such Seasonal Overline Period, and the
Borrowers’ jointly and severally agree to pay to the Administrative Agent, for
the respective accounts of the Lenders based on each such Lender’s Final
Increase WC Revolver Applicable Percentage, the amount of any WC Revolver Loans
which are in excess of the Total WC Revolver Commitment as in effect after
giving effect to such reduction.   In
addition, the parties hereto hereby agree that at any time in which the Total
WC Revolver Commitment has been increased pursuant to this Section 


 


 


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2.1(a)(iii), the
Borrowers shall have the right at any time and from time to time during the
applicable Seasonal Overline Period, upon one (1) Business Days’ prior written
notice to the Administrative Agent to reduce the Total WC Revolver Commitment by
an amount equal to the Incremental Facility Increase Amount (the effective date
of such decrease shall be hereinafter referred to as a “Incremental  Facility Decrease Date”), whereupon the Total
WC Revolver Commitment shall be reduced by such amount (and the WC Revolver
Commitments of the Lenders shall be reduced in accordance with their respective
Final Increase WC Revolver Applicable Percentages by such amount).  The Borrowers shall only have the right to
reduce the Total WC Revolver Commitment pursuant to this Section 2.1(a)(iii)
once during any Seasonal Overline Period. 
Promptly after receiving any notice of the Borrowers delivered pursuant
to this Section 2.1(a)(iii), the Administrative Agent will notify the Lenders
of the substance thereof.  On the Incremental
Facility Decrease Date, the Borrowers shall jointly and severally pay to the
Administrative Agent for the respective accounts of the Lenders the full amount
of any facility fee then accrued on the amount of the reduction.


 


(b)           Section 2.4(a) of the Credit
Agreement is hereby amended by inserting immediately at the end of the text of
Section 2.4(a) the following sentence:  “Notwithstanding
anything to the contrary contained herein, and for the avoidance of doubt, to
the extent any repayments are made on the WC Revolver Loan at a time when the
aggregate outstanding WC Revolver Loans (i) are less than the Initial WC
Revolver Total Commitment, such repayments shall be applied to the Loans of the
Lenders in accordance with their Initial WC Revolver Applicable Percentage;
(ii) are greater than the Initial WC Revolver Total Commitment but less than
the Total WC Revolver Commitment as in effect pursuant to an increase thereof
in accordance with Section 2.1(a)(ii), such repayments shall be applied to the
Loans of the Lenders in accordance with their First WC Revolver Applicable
Percentage until such time as the outstanding amounts equal the Initial WC
Revolver Total Commitment, and then the remaining amounts to such Lenders in
accordance with such Lenders Initial WC Revolver Applicable Percentage; and
(iii) are greater than the Total WC Revolver Commitment as in effect pursuant
to an increase thereof in accordance with Section 2.1(a)(iii) due to an
increase in the Total WC Revolver Commitment in accordance with Section
2.1(a)(iii), such repayments shall be applied to the Loans of the Lenders in
accordance with their Final WC Revolver Applicable Percentage until such time
as the outstanding amounts equal the Total WC Revolver Commitment as in effect
after giving effect to the increase thereof in accordance with Section
2.1(a)(ii), then to the Loans of the Lenders in accordance with their First WC
Revolver Total Commitment until such time as the outstanding amounts are equal
to the Initial WC Revolver Total Commitment, and then the remaining amounts to
such Lenders in accordance with such Lenders Initial WC Revolver Applicable
Percentage.


 


(b)           Section 2.8(b) of the Credit
Agreement is hereby amended by deleting the amount “$350,000,000” which appears
in the first sentence of Section 2.8(b) and substituting in place thereof the
amount “$450,000,000”.


 


 


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(c)           Section 2.8(c) of the Credit
Agreement is hereby amended by inserting immediately after the end of the first
sentence thereof the following sentence: 
“In addition, to the extent the Borrowers elect to increase the Total WC
Revolver Commitment pursuant to Section 2.1(a)(iii) hereof during any Seasonal
Overline Period, on each Incremental Facility Increase Date, the Borrowers
shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage of the Total WC Revolver Commitment,
an increase fee in the amount of $30,000.”


 


§3.  Amendment to Schedule 2.1 to the Credit Agreement;
Reallocation.  Schedule
2.1 to the Credit Agreement is hereby amended by deleting Schedule 2.1 in its
entirety and replacing it with the Schedule 2.1 attached hereto.  In addition, the parties hereto hereby
acknowledge and agree that to the extent any WC Revolver Loans are outstanding
on the date on which this First Amendment becomes effective, the Lenders with a
WC Revolver Commitment shall make such allocations among themselves such that
after giving effect to this First Amendment each such Lender’s outstanding WC
Revolver Loans shall not exceed such Lender’s Applicable Percentage of the
Total WC Revolver Commitment.


 


§4.  Conditions to
Effectiveness.
This First Amendment will become effective as of the date hereof upon receipt
by the Administrative Agent of the following:


 


(a)  the fully-executed original
counterparts of this First Amendment executed by the Loan Parties, the
Administrative Agent and the required Lenders;


 


(b)  receipt by the Administrative Agent for
the respective accounts of the Lenders of an amendment fee of $1,000 for each
such Lender as required by Section 2.8(d) of the Credit Agreement;


 


(c)  receipt by the Administrative Agent of
the fees provided for in the fee letter of even date herewith; and


 


(d)  evidence satisfactory to the
Administrative Agent that all necessary corporate, partnership and limited
liability company action has been taken to approve the transactions
contemplated hereby.


 


                §5.  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.


 


 


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                §6.  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.


 


                §7.  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 or
the Lenders consequent thereon.


 


                §8.  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.


 


                §9.  Governing Law.  THIS FIRST AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS (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/ Thomas A. McManmon, Jr.          


                                                                                                Title:       Executive Vice President


 


 


                                                                                                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 A. McManmon, Jr.          


                                                                                                Title:       Executive Vice President


 


 


                                                                                                GLOBAL MONTELLO GROUP CORP.


 


 


                                                                                                By:          /s/ Thomas A. McManmon, Jr.          


                                                                                                Title:       Executive Vice President


 


 


                                                                                                GLEN HES CORP.


 


 


                                                                                                By:          /s/ Thomas A. McManmon, Jr.          


                                                                                                Title:       Executive Vice President


 


 


                                                                                                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 A. McManmon, Jr.          


                                                                                                Title:       Executive Vice President


 


 


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                                                                                                BANK OF AMERICA, N.A., as


                                                                                                       Administrative
Agent


 


 


 


                                                                                                By:          /s/ Michael R. Langmeyer                   


                                                                                                    Title:  Assistant Vice President


 


 


                                                                                                BANK OF AMERICA, N.A., as


                                                                                                     a Lender and L/C Issuer


 


 


 


                                                                                                By:          /s/ Robert D. Valbona                          


                                                                                                    Robert
D. Valbona, Managing Director


 


                                                                                                STANDARD CHARTERED BANK, as


                                                                                                     a
Lender


 


 


	
  Robert K. Reddington

  	
   

  	
   

  
	
  AVP/CREDIT
  DOCUMENTATION

  	
  By:

  	
          /s/ Carolyn Jacobs

  	
   

  
	
  CREDIT RISK CONTROL

  	
  Title:     Senior Vice President

  
	
  STANDARD CHARTERED BANK
  NY

  	
   

  	
   

  
					



 


                                                                                                JPMORGAN CHASE BANK, N.A., as


                                                                                                     a
Lender


 


 


 


                                                                                                By:          /s/ John M. Hariaczyi                          


                                                                                                Title:       Vice President


 


 


                                                                                                SOCIETE GENERALE, as a Lender


 


 


 


                                                                                                By:          /s/ Emmanuel Chesneau                      


                                                                                                Title:       Managing Director


 


                                                                                                By:          /s/ Barbara Paulsen                                              


                                                                                                Title:       Director


 


 


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                                                                                                CITIZENS BANK OF MASSACHUSETTS,


                                                                                                     as
a Lender


 


 


 


                                                                                                By:          /s/ Marina Grossi                                 


                                                                                                Title:       Senior Vice President


 


                                                                                                SOVEREIGN BANK, as a Lender


 


 


 


                                                                                                By:          /s/ Robert D. Lanigan                          


                                                                                                Title:       Senior Vice President


 


                                                                                                FORTIS CAPITAL CORP., as a Lender


 


 


 


                                                                                                By:          /s/ Christina M. Reynolds                  


                                                                                                Title:       Senior Vice President


 


 


                                                                                                WEBSTER BANK NATIONAL


                                                                                                     ASSOCIATION,
as a Lender


 


 


 


                                                                                                By:          /s/ Carol Carver                                    


                                                                                                Title:       Vice President


 


 


                                                                                                KEYBANK NATIONAL ASSOCIATION,


                                                                                                     
as a Lender


 


 


 


                                                                                                By:          /s/ Keven D. Smith                                                                                                                                               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
November 10, 2005, and agrees that the Guaranty dated as of October 4, 2005 (as
amended and in effect from time to time, the “Guaranty”) from each of
the undersigned Guarantors remains in full force and effect, and each of the
Guarantors confirms and ratifies all of its obligations thereunder.
Notwithstanding anything to the contrary contained herein, the parties thereto
hereby acknowledge, agree and confirm that as of the date hereof, the Guaranty
remains in full force and effect.


 


                                                                                                GLOBAL PARTNERS LP
                                                                                                By:
Global GP LLC, its general partner


 


 


 


                                                                                                By:          /s/ Thomas A. McManmon, Jr.          


                                                                                                Title:       Executive Vice President


 


                                                                                                GLOBAL GP LLC


 


 


 


                                                                                                By:          /s/ Thomas A. McManmon, Jr.          


                                                                                                Title:       Executive Vice President


 


 


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