Exhibit
10.1


 


SIXTH
AMENDMENT TO  CREDIT AGREEMENT


 


This Sixth Amendment to Credit Agreement (this “Sixth Amendment”) is made as of November 29,
2007, 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 (“Sandwich” and,
collectively with OLLC, Global, Glen Hes 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) (collectively, the “Lenders” and each individually, a
“Lender”) 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 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 “Initial WC Total Revolver Commitment” contained in Section 1.1 of
the Credit Agreement is hereby amended deleting the words “as the same may be
reduced in accordance with the terms hereof” and substituting in place thereof
the words “as the same may be increased in accordance with the provisions of
Section 2.13 hereof or reduced in accordance with the terms hereof”.


 


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


 


(a)                                  Section
2.8(b) of the Credit Agreement is hereby amended by deleting Section 2.8(b) in
its entirety and restating it as follows:


 


(b)                                 Facility
Fee. The Borrowers jointly and severally shall pay to the Administrative
Agent for the account of each Lender in accordance with the dollar amount each
Lender has committed in respect of each


 

















 


increase in the Total WC Revolver Commitment as a
result of Sections 2.1(a)(ii) and (iii) (each, a Lender’s “Seasonal
Overline Commitment Amount”), a facility fee equal to ten (10) basis
points per annum on the average daily amount of the Seasonal Overline
Commitment Amount during each calendar month or portion thereof in each
applicable Seasonal Overline Period, commencing September 1, 2005 to the
Maturity Date that has not been requested by the Borrowers pursuant to Sections
2.1(a)(ii) and (iii) hereof. The facility fee shall be payable monthly in
arrears on the last day of each calendar month in the applicable Seasonal
Overline Period for the calendar month then ending, with the first such payment
to be made hereunder on September 30, 2005, and a final payment on the Maturity
Date.


 


(b)                                 2.13(a)
of the Credit Agreement is hereby amended by deleting Section 2.13(a) in its
entirety and restating it as follows:


 


(a)                                  Request
for Increase. Provided there exists
no Default or Event of Default, upon notice to the Administrative Agent (which
shall promptly notify the Lenders), the Borrower may from time to time request
an increase in the Total Acquisition Commitment and/or the Total WC Revolver
Commitment by an amount (for all such requests) not exceeding $50,000,000 in
the case of the Total Acquisition Commitment and $200,000,000 in the case of
the Total WC Revolver Commitment (provided, the Borrowers have already
requested and received an increase in the Total WC Revolver Commitment of
$100,000,000 such that only $100,000,000 of such $200,000,000 remains
available); provided that any such request for an increase shall be in a
minimum amount of $5,000,000. At the time of sending such notice, the Borrower
(in consultation with the Administrative Agent) shall specify whether the
Borrower is requesting an increase in the Total Acquisition Commitment, the
Total WC Revolver Commitment or both, and the time period within which each
Lender is requested to respond (which shall in no event be less than five
Business Days from the date of delivery of such notice to the Lenders).


 


§3.  Assignments.Upon the effectiveness of this Sixth Amendment, certain Lenders
(collectively, the “Assignors”) will be assigning to certain other
Lenders (collectively, the “Assignees”) a portion of such Assignor’s WC
Revolver Commitment. The parties hereto hereby agree that upon the effective
date hereof Schedule 2.1 of the Credit Agreement will be amended by deleting
such schedule in its entirety and replacing it with the Schedule 2.1 attached
hereto reflecting such assignments and the Lenders shall make such allocations
among themselves such that after giving effect to this Sixth Amendment each
such Lender’s outstanding WC Revolver Loans shall not exceed such Lender’s
Applicable Percentage of the Total WC Revolver Commitment and no assignment fee
shall be required to be paid by any Lender as a result of any reallocation
required hereunder.


 


2

















 


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


 


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


 


(b)                                 receipt by the Administrative Agent for the account of the
Lenders of the amendment fee provided for in the fee letter dated as of the
date hereof among the Borrowers and the Administrative Agent.


 


§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
except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct as of
such earlier date, and except that for purposes of this §3, the representations
and warranties contained in subsections (a) and (b) of Section 5.5 of the
Credit Agreement shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.1 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 Sixth
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.


 


§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 Sixth
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 Sixth 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.                               Severability. If any provision of this
Sixth Amendment is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Sixth
Amendment shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid


 


3

















 


or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


 


§10.                        Governing Law. THIS SIXTH AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).


 


4

















 


IN WITNESS WHEREOF, the parties
hereto have executed this Sixth 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/ Charles Rudinsky

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President, Treasurer &

  
	
   

  	
   

  	
  Chief Accounting
  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/ Charles Rudinsky

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President, Treasurer &

  
	
   

  	
   

  	
  Chief Accounting
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL
  MONTELLO GROUP CORP.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Charles Rudinsky

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President, Treasurer &

  
	
   

  	
   

  	
  Chief Accounting
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLEN
  HES CORP.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Charles Rudinsky

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President, Treasurer &

  
	
   

  	
   

  	
  Chief Accounting
  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/ Charles Rudinsky

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President, Treasurer &

  
	
   

  	
   

  	
  Chief Accounting
  Officer

  
						



 


5

















 


	
   

  	
  BANK OF
  AMERICA, N.A., as

  
	
   

  	
  Administrative
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Todd MacNeill

  
	
   

  	
  Title:

  	
  Vice Pesident

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A., as

  
	
   

  	
  a Lender
  and L/C Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Christen A. Lacey

  
	
   

  	
  Title:

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STANDARD
  CHARTERED BANK, as

  
	
   

  	
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Patricia Doyle

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as

  
	
   

  	
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ John M. Hariaczyi

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOCIETE
  GENERALE, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Barbara Paulsen

  
	
   

  	
  Title: 

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Emmanuel Chesneau

  
	
   

  	
  Title:

  	
  Managing
  Director

  



 


6

















 


	
   

  	
  RBS CITIZENS,
  N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Marina E. Grossi

  
	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN
  BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Robert Lanigan

  
	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  FORTIS
  CAPITAL CORP., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Kimberly Oates

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Maria Jefsen

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBSTER BANK NATIONAL

  
	
   

  	
  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Richard A. O’Brien

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
  /s/ Keven D. Smith

  
	
   

  	
  Title:  Senior Vice President

  



 


7

















 


	
   

  	
  TD
  BANKNORTH, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John Mercier

  
	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael W. Sweeney

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Daniel M. Grondin

  
	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mark Lvoff

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David Fiderer

  
	
   

  	
  Title:

  	
  Director

  



 


8

















 


RATIFICATION
OF GUARANTY


 


Each of the undersigned guarantors (each a “Guarantor”)
hereby acknowledges and consents to the foregoing Sixth Amendment as of
November 29, 2007, 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/ Charles Rudinsky

  
	
   

  	
  Title:

  	
  Executive Vice President, Treasurer &

  
	
   

  	
   

  	
  Chief Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLOBAL GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Charles Rudinsky

  
	
   

  	
  Title:

  	
  Executive Vice President, Treasurer &

  
	
   

  	
   

  	
  Chief Accounting Officer

  



 


9