FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This Fifth Amendment to Amended and Restated Credit Agreement (this “Fifth Amendment”) is made as of September 7, 2012, 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”), ALLIANCE ENERGY LLC, a Massachusetts limited liability company (“Alliance”, and, collectively with OLLC, Global, Xxxxxxxx, Xxxx Hes, Chelsea LLC, Finance and GEM, 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) party hereto (each, a “Lender” and collectively, the “Lenders”) and Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer (as each 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, the Administrative Agent, the Swing Line Lender 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 7 of the Credit Agreement.  Section 7.19 of the Credit Agreement is hereby amended by deleting Section 7.19 in its entirety and restating it as follows:

7.19. Capital Expenditures.  Make or become legally obligated to make any Capital Expenditures in any fiscal year that exceed, in the aggregate for all Loan Parties, (a) $55,000,000 for the fiscal year ending December 31, 2012; and (b) $40,000,000 for any fiscal year ending December 31, 2013 and thereafter.

§2.  Conditions to Effectiveness.This Fifth Amendment will become effective as of the date hereof upon receipt by the Administrative Agent of fully-executed original counterparts of this Fifth Amendment executed by the Loan Parties, the Administrative Agent, the Swing Line Lender, the L/C Issuer 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 Fifth 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 Fifth 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 Fifth 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.

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

IN WITNESS WHEREOF, the parties hereto have executed this Fifth 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. Faneuil
		Title:  Executive Vice President

	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
	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. Xxxxxx
		Title:  Treasurer
	GLOBAL GP LLC
	By:	/s/ Xxxxxx X. Xxxxxx
		Title:  Treasurer

	BANK OF AMERICA, N.A., as Administrative Agent
	By:	/s/ XxXxxxx X. Xxxxx
	Name:	XxXxxxx X. Xxxxx
	Title:	Agency Management Officer

	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
	By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxx
	Title:	Vice President

	JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer
	By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Senior Vice President

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

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

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

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

	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

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

SOVEREIGN BANK, as a Lender

By:

Name:

Title:

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

By:

Name:

Title:

By:

Name:

Title:

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

TORONTO DOMINION (NEW YORK) LLC, as a Lender

By:

Name:

Title:

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

	ROYAL BANK OF CANADA, as a Lender
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Authorized Signatory

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

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

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

	NATIXIS, NEW YORK BRANCH, as a Lender
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Managing Director
	By:	/s/ Xxxxxxxx Xxxxx
	Name:	Xxxxxxxx Xxxxx
	Title:	Director

DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, as a Lender

By:

Name:

Title:

	BRANCH BANKING & TRUST COMPANY, as a Lender
	By:	/s/ Xxx X. Xxxxx III
	Name:	Xxx X. Xxxxx III
	Title:	Vice President

	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
	By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	General Manager

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

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

PEOPLE’S UNITED BANK, as a Lender

By:

Name:

Title:

	FLAGSTAR BANK, FSB, as a Lender
	By:	/s/ Xxxxxx X. X’Xxxxx, Xx.
	Name:	Xxxxxx X. X’Xxxxx, Xx.
	Title:	Senior Vice President

	THE HUNTINGTON NATIONAL BANK, as a Lender
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Commercial Portfolio Manager

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

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

FIRST NIAGARA BANK, N.A. as a Lender

By:

Name:

Title:

RATIFICATION OF GUARANTY

Each of the undersigned guarantors (each a “Guarantor”) hereby acknowledges and consents to the foregoing Fifth Amendment as of September 7, 2012, 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 and (b) the Guaranty dated as of March 1, 2012 (as amended and in effect from time to time, the “Alliance Guaranty”) from each of Alliance Retail LLC and Xxxxxx Oil 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 and the Alliance 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
	ALLIANCE RETAIL LLC
	By:	/s/ Xxxxxx X. Xxxxxx
		Title:	Treasurer
	XXXXXX OIL LLC
	By:	/s/ Xxxxxx X. Xxxxxx
		Title:	Treasurer