ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.5

ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This Eleventh Amendment to Amended and Restated Credit Agreement (this “Eleventh Amendment”) is made as of March 29, 2013, 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”), ALLIANCE ENERGY LLC, a Massachusetts limited liability company (“Alliance”, and, collectively with OLLC, Global, Xxxxxxxx, Xxxx Hes, Chelsea LLC, Finance, GEM and GEM II, 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 “Original Guarantors and each individually, an “Original 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 (as such term is defined in the Credit Agreement), amending certain provisions of that certain Amended and Restated Credit Agreement dated as of May 14, 2010 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrowers, the Original Guarantors, the Lenders, the Administrative Agent, the L/C Issuer, the Swing Line Lender, JPMorgan Chase Bank, N.A. as Syndication Agent and Societe Generale, Standard Chartered Bank, Xxxxx Fargo Bank, N.A. and RBS Citizens, National Association, 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, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement to modify the definition of “Combined Working Capital” to be consistent with the intention of the parties at the time of the effectiveness of that certain Ninth Amendment to Amended and Restated Credit Agreement dated as of January 25, 2013, 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 Section 1 of the Credit Agreement.  The definition of “Combined Working Capital” contained in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and restating it as follows:

“Combined Working Capital” means the excess of Combined Current Assets over Combined Current Liabilities, provided, however, for the purposes of this definition, (a) all prepaid expenses of the Loan Parties in excess of $20,000,000 shall not be considered a Combined Current Asset hereunder regardless of how such prepaid expenses would otherwise be classified in accordance with GAAP; (b) any asset of any Loan Party which will be

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subsequently paid or otherwise distributed to such Loan Party’s members as a Permitted Distribution shall not be considered a Combined Current Asset hereunder regardless of how such asset would otherwise be classified in accordance with GAAP; (c) any asset of any Loan Party consisting of an intercompany receivable or other right to payment owing from another Loan Party or an Affiliate (other than the Account Receivable owing from Alliance which is included in the computation of Eligible Receivable) shall not be considered a Combined Current Asset hereunder regardless of how such asset would otherwise be classified in accordance with GAAP; (d) the aggregate amount of all WC Loans outstanding hereunder and all Revolver Loans outstanding hereunder used to fund working capital shall be deemed Combined Current Liabilities, regardless of how such outstanding amounts would otherwise be classified in accordance with GAAP; and (e) the aggregate amount of all Term Loans outstanding hereunder shall not be deemed Combined Current Liabilities hereunder, regardless of how such outstanding amounts would otherwise be classified in accordance with GAAP.

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

§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 Eleventh 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 Eleventh 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 Eleventh 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 Syndication Agent, the Co-Documentation Agents or the Lenders consequent thereon.

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§6.       Counterparts.  This Eleventh 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 ELEVENTH 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 Eleventh 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. Xxxxxxxxx
			Title:	Chief Operating Officer and Chief Financial Officer
		GLOBAL COMPANIES LLC
		By:  Global Operating LLC, its sole member
		By:  Global Partners LP, its sole member
		By:  Global GP LLC, its general partner
		By	:       /s/ Xxxxxx X. Xxxxxxxxx
			Title:	Chief Operating Officer and Chief Financial Officer
		GLOBAL MONTELLO GROUP CORP.
		By	:       /s/ Xxxxxx X. Xxxxxxxxx
			Title:	Chief Operating Officer and Chief Financial Officer
		CHELSEA SANDWICH LLC
		By:  Global Operating LLC, its sole member
		By:  Global Partners LP, its sole member
		By:  Global GP LLC, its general partner
		By	:      /s/ Xxxxxx X. Xxxxxxxxx
			Title:	Chief Operating Officer and Chief Financial Officer
		XXXX HES CORP.
		By	:       /s/ Xxxxxx X. Xxxxxxxxx
			Title:	Chief Operating Officer and Chief Financial Officer

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		GLP FINANCE CORP.
		By	:    /s/ Xxxxxx X. Faneuil
			Title:	Executive Vice President
		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/ Xxxxxx X. Faneuil
			Title:	Executive Vice President
		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/ Xxxxxx X. Faneuil
			Title:	Executive Vice President
		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/ Xxxxxx X. Faneuil
			Title:	Executive Vice President
		GLOBAL PARTNERS LP
		By:  Global GP LLC, its general partner
		By	:    /s/ Xxxxxx X. Faneuil
			Title:	Executive Vice President
		GLOBAL GP LLC
		By	:    /s/ Xxxxxx X. Faneuil
			Title:	Executive Vice President

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		BANK OF AMERICA, N.A., as Administrative Agent
		By:	/s/ Xxxxxx Xxxxxxxxx
		Name:			Xxxxxx Xxxxxxxxx
		Title:		Assistant Vice President

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		BANK OF AMERICA, N.A., as a Lender
		By:	/s/ Xxxxx Xxxxxxxx
		Name:			Xxxxx Xxxxxxxx
		Title:		Assistant Vice President

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

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

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		SOCIETE GENERALE, as a Lender
		By:	/s/ Xxxx Xxxxxxxx
		Name:			Xxxx Xxxxxxxx
		Title:		Vice President

		By:	/s/ Xxxx Xxxxx
		Name:			Xxxx Xxxxx
		Title:		Managing Director

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		STANDARD CHARTERED BANK, as a Lender
		By:	/s/ Xxxxxxxx Xxxxx
		Name:			Xxxxxxxx Xxxxx
		Title:		Director
		By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name:			Xxxxxx X. Xxxxxxxxxx
		Title:		Credit Documentation Manager

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		RBS CITIZENS, NATIONAL ASSOCIATION, as a Lender
		By:	/s/ Xxxxx Xxxxx
		Name:			Xxxxx Xxxxx
		Title:		Assistant Vice President

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

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		COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, as a Lender
		By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name:			Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Director
		By:	/s/ Xxx Xxxxxxxxxx
		Name:			Xxx Xxxxxxxxxx
		Title:		Managing Director

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		SOVEREIGN BANK, N.A. as a Lender
		By:	/s/ Xxxxxxx Xxxxx-Xxxxxxxx
		Name:			Xxxxxxx Xxxxx-Xxxxxxxx
		Title:		Vice President

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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/ Xxxxxx Xxxxxxxxx
		Name:			Xxxxxx Xxxxxxxxx
		Title:		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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		TORONTO DOMINION (NEW YORK) LLC, as a Lender
		By:	/s/ Xxxxx Xxxxxxxxx
		Name:			Xxxxx Xxxxxxxxx
		Title:		Authorized Signatory

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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/ Xxxxxx Xxxxx-Xxxxxx
		Name:			Xxxxxx Xxxxx-Xxxxxx
		Title:		Vice President

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

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	BARCLAYS BANK PLC, as a Lender
	By:	/s/			Xxxxxxxx X. Kona
	Name:				Xxxxxxxx X. Kona
	Title:				Vice President

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

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

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	BMO XXXXXX FINANCING, INC., as a Lender
	By:	/s/			Xxxxx Xxxxx
	Name:				Xxxxx Xxxxx
	Title:				Director

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

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	DEUTSCHE BANK, NEW YORK BRANCH, as a Lender
	By:	/s/			Xxxxx Xxxxxxx
	Name:				Xxxxx Xxxxxxx
	Title:				Director
	By:	/s/			Xxxx-Xxxx Xxxxx
	Name:				Xxxx-Xxxx Xxxxx
	Title:				Director

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

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PEOPLE’S UNITED BANK, as a Lender

By:

Name:

Title:

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	THE HUNTINGTON NATIONAL BANK, as a Lender
	By:	/s/			Xxxxx Xxxxxx
	Name:				Xxxxx Xxxxxx
	Title:				Assistant 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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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
	By:	/s/			Xxxxxx Xxxx
	Name:				Xxxxxx Xxxx
	Title:				Managing Director

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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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RATIFICATION OF GUARANTY

Each of the undersigned guarantors (each a “Guarantor”) hereby acknowledges and consents to the foregoing Eleventh Amendment as of March 29, 2013, and agrees that each of (a) the Amended and Restated Guaranty dated as of May 14, 2010 (as amended and in effect from time to time, the “Original Guaranty”) from each of Global Partners LP and Global GP LLC; (b) the Guaranty dated as of March 1, 2012 (as amended and in effect from time to time, the “Alliance Guaranty”) from Xxxxxx Oil LLC; and (c) the Guaranty dated as of February 15, 2013 (as amended and in effect from time to time, the “Cascade Guaranty”) from Cascade Xxxxx Holdings LLC 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, the Alliance Guaranty and the Cascade Guaranty remains in full force and effect.

GLOBAL PARTNERS LP

By: Global GP LLC, its general partner

By:   /s/ Xxxxxx X. Xxxxxxxxx                            

Title:  Chief Operating Officer and Chief Financial Officer

GLOBAL GP LLC

By:    /s/ Xxxxxx X. Xxxxxxxxx                           

Title:  Chief Operating Officer and Chief Financial Officer

XXXXXX OIL LLC

By:    /s/ Xxxxxx X. Xxxxxxxxx                           

Title:  Chief Operating Officer and Chief Financial Officer

CASCADE XXXXX HOLDINGS LLC

By:    /s/ Xxxxxx X. Xxxxxxxxx                           

Title:  Chief Operating Officer and Chief Financial Officer