FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

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”), XXXX HES CORP., a Delaware corporation (“Xxxx 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 XXXXX HOLDINGS LLC, an Oregon limited liability company (“Cascade” and, collectively with OLLC, Global, Xxxxxxxx, Xxxx 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 Xxxxx 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/ Xxxxxx X. Xxxxxx
	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/ Xxxxxx X. Xxxxxx
	Title: Chief Financial Officer
	GLOBAL MONTELLO GROUP CORP.
	By:	/s/ Xxxxxx X. Xxxxxx
	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/ Xxxxxx X. Xxxxxx
	Title: Chief Financial Officer
	XXXX HES CORP.
	By:	/s/ Xxxxxx X. Xxxxxx
	Title: Chief Financial Officer

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	GLP FINANCE CORP.
	By:	/s/ Xxxxxxx X. Xxxxxx
	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/ Xxxxxxx X. Xxxxxx
	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/ Xxxxxxx X. Xxxxxx
	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/ Xxxxxxx X. Xxxxxx
	Title: Treasurer
	CASCADE XXXXX 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/ Xxxxxxx X. Xxxxxx
	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/ Xxxxxxx X. Xxxxxx
	Title: Treasurer
	GLOBAL PARTNERS LP
	By: Global GP LLC, its general partner
	By:	/s/ Xxxxxxx X. Xxxxxx
	Title: Treasurer

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

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

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

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	RBS CITIZENS NA, as a Lender
	By:	/s/ Xxxxxx X. Xxxxxx, Xx.
	Name:	Xxxxxx X. Xxxxxx, Xx.
	Title:	Senior Vice President

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	XXXXX FARGO BANK, N.A., as a Lender
	By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Senior Vice President

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

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	BNP PARIBAS, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Director
	By:	/s/ X-X Xxxxxxx
	Name:	X-X Xxxxxxx
	Title:	Managing Director

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	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, as a Lender
	By:	/s/ Xxxxx-Xxxx Oh
	Name:	Xxxxx-Xxxx Oh
	Title:	Executive Director
	By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Executive Director

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	BMO XXXXXX FINANCING, INC., as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Vice President

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

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	SANTANDER BANK, N.A., as a Lender
	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	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/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

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	NATIXIS, NEW YORK BRANCH, as a Lender
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Managing Director
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Managing Director and Group Head

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	SUMITOMO MITSUI BANKING CORPORATION, NY BRANCH, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Managing Director

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	DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President
	By:	/s/ Xxxxxx Xxxxxxx-Xxxxx
	Name:	Xxxxxx Xxxxxxx-Xxxxx
	Title:	Assistant Vice President

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

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	KEYBANK NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Senior Vice President

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	BARCLAYS BANK PLC, as a Lender
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Vice President

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

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	XXXXXXX XXXXX BANK, N.A., as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Vice President

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

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

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	XXXXXXX BANK, NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Senior Vice President

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

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

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

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	BLUE HILLS BANK, as a Lender
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Vice President

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	CUSTOMERS BANK, as a Lender
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	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 Xxxxxx 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/ Xxxxxx X. Xxxxxx
		Title: Chief Financial Officer
	XXXXXX 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/ Xxxxxx X. Xxxxxx
		Title: Chief Financial Officer
	GLOBAL PARTNERS ENERGY CANADA ULC
	By:	/s/ Xxxxxx X. Xxxxxx
		Title: Chief Financial Officer

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