SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this “Second Amendment”) is made as of August 2, 2006, 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 (“Sandwich” and, collectively with OLLC, Global, Xxxx 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) 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, provide for an 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 $550,000,000 (from the $450,000,000 amount available prior to giving effect to this Second 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 “Borrowing Base” contained in Section 1.1 of the Credit Agreement is hereby amended by deleting the amount “$50,000,000” which appears in paragraph (j) of such definition and substituting in place thereof the amount “$80,000,000”.
(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 July 27, 2006, as the same may be reduced in accordance with the terms hereof. On July 27, 2006, the Initial WC Revolver Total Commitment is $450,000,000.
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§2. Amendment to Section 2 of the Credit Agreement. Section 2.8(b) of the Credit Agreement is hereby amended by deleting the amount “$450,000,000” which appears in the first sentence of Section 2.8(b) and substituting in place thereof the amount “$550,000,000”.
§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, Acquisition Loans or Revolver Loans, as the case may be, are outstanding on the date on which this Second Amendment becomes effective, the Lenders with a WC Revolver Commitment, Acquisition Commitment and Revolver Commitment, as the case may be, shall make such allocations among themselves such that after giving effect to this Second Amendment each such Lender’s outstanding WC Revolver Loans, Acquisition Loans or Revolver Loans, as the case may be, shall not exceed such Lender’s Applicable Percentage of the Total WC Revolver Commitment, the Total Acquisition Commitment or the Total Revolver Commitment, as the case may be.
§4. Conditions to Effectiveness.This Second 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 Second Amendment executed by the Loan Parties, the Administrative Agent and the Lenders;
(b) receipt by the Administrative Agent for the respective accounts of the Lenders of an amendment fee of $5,000 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 Second 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 Second 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 Second 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 SECOND 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 Second Amendment as a document under seal as of the date first above written.
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GLOBAL OPERATING LLC |
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By: |
Global Partners LP, its sole member |
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By: |
Global GP LLC, its general partner |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx |
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Title: |
Executive Vice President & CFO |
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GLOBAL COMPANIES LLC |
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By: |
Global Operating LLC, its sole member |
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By: |
Global Partners LP, its sole member |
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By: |
Global GP LLC, its general partner |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx |
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Title: |
Executive Vice President & CFO |
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GLOBAL MONTELLO GROUP CORP. |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx |
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Title: |
Executive Vice President & CFO |
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XXXX HES CORP. |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx |
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Title: |
Executive Vice President & CFO |
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CHELSEA SANDWICH LLC |
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By: |
Global Operating LLC, its sole member |
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By: |
Global Partners LP, its sole member |
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By: |
Global GP LLC, its general partner |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx |
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Title: |
Executive Vice President & CFO |
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BANK OF AMERICA, N.A., as |
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By: |
/s/ Xxxx XxxXxxxx |
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Title: |
Vice President |
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BANK OF AMERICA, N.A., as |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Xxxxxx X. Xxxxxxx, Managing Director |
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STANDARD CHARTERED BANK, as |
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By: |
/s/ Xxxxxxx Xxxxxx |
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Title: |
Senior Vice President |
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By: |
/s/ Xxxxxx X. Xx |
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Title: |
Vice President |
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JPMORGAN CHASE BANK, N.A., as |
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By: |
/s/ Xxxx X. Xxxxxxxxx |
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Title: |
Vice President |
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SOCIETE GENERALE, as a Lender |
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By: |
/s/ Xxxxxxxx Xxxxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Title: |
Director |
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CITIZENS BANK OF MASSACHUSETTS, as a Lender |
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By: |
/s/ Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
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SOVEREIGN BANK, |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Title: |
Senior Vice President |
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FORTIS CAPITAL CORP., |
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By: |
/s/ Xxxxx Xxxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxxxxxx X. Xxxxxxxx |
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Title: |
Senior Vice President |
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XXXXXXX BANK NATIONAL |
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By: |
/s/ X. X’Xxxxx |
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Title: |
Senior Vice President |
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KEYBANK NATIONAL ASSOCIATION, |
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By: |
/s/ Xxxxx X. Xxxxx |
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Title: |
Senior Vice President |
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TD BANKNORTH, N.A., as a Lender |
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By: |
/s/ Xxxx Xxxxxxx |
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Title: |
Senior Vice President |
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XXXXX FARGO BANK, N.A. |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Title: |
Vice President |
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Each of the undersigned guarantors (each a “Guarantor”) hereby acknowledges and consents to the foregoing Second Amendment as of August 2, 2006, 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.
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By: |
Global GP LLC, its general partner |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx |
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Title: |
Executive Vice President & CFO |
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GLOBAL GP LLC |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx |
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Title: |
Executive Vice President & CFO |
8
SCHEDULE 2.1
COMMITMENTS AND APPLICABLE PERCENTAGES
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Lender |
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Initial WC |
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Applicable |
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WC Revolver |
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Applicable |
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WC Revolver |
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Applicable |
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Acquisition |
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Revolver |
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Applicable |
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Bank of America, N.A. |
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$ |
59,531,250 |
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13.229166667 |
% |
$ |
66,145,833 |
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13.229166667 |
% |
$ |
72,760,416 |
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13.229166667 |
% |
$ |
4,630,209 |
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$ |
1,984,375 |
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13.229166667 |
% |
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JPMorgan Chase Bank, N.A. |
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$ |
51,562,500 |
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11.458333333 |
% |
$ |
57,291,667 |
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11.458333333 |
% |
$ |
63,020,834 |
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11.458333333 |
% |
$ |
4,010,416 |
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$ |
1,718,750 |
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11.458333333 |
% |
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Societe Generale |
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$ |
56,250,000 |
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12.500000000 |
% |
$ |
62,500,000 |
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12.500000000 |
% |
$ |
68,750,000 |
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12.500000000 |
% |
$ |
4,375,000 |
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$ |
1,875,000 |
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12.500000000 |
% |
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Standard Chartered Bank |
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$ |
54,375,000 |
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12.083333333 |
% |
$ |
60,416,667 |
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12.083333333 |
% |
$ |
66,458,334 |
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12.083333333 |
% |
$ |
4,229,166 |
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$ |
1,812,500 |
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12.083333333 |
% |
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Citizens Bank of Massachusetts |
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$ |
56,250,000 |
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12.500000000 |
% |
$ |
62,500,000 |
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12.500000000 |
% |
$ |
68,750,000 |
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12.500000000 |
% |
$ |
4,375,000 |
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$ |
1,875,000 |
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12.500000000 |
% |
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Fortis Capital Corp. |
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$ |
37,500,000 |
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8.333333333 |
% |
$ |
41,666,666 |
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8.333333333 |
% |
$ |
45,833,333 |
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8.333333333 |
% |
$ |
2,916,667 |
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$ |
1,250,000 |
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8.333333333 |
% |
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Sovereign Bank |
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$ |
40,781,250 |
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9.062500000 |
% |
$ |
45,312,500 |
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9.062500000 |
% |
$ |
49,843,750 |
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9.062500000 |
% |
$ |
3,171,875 |
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$ |
1,359,375 |
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9.062500000 |
% |
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KeyBank National Association |
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$ |
37,500,000 |
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8.333333333 |
% |
$ |
41,666,667 |
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8.333333333 |
% |
$ |
45,833,333 |
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8.333333333 |
% |
$ |
2,916,667 |
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$ |
1,250,000 |
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8.333333333 |
% |
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Xxxxxxx Bank National Association |
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$ |
18,750,000 |
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4.166666667 |
% |
$ |
20,833,333 |
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4.166666667 |
% |
$ |
22,916,666 |
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4.166666667 |
% |
$ |
1,458,334 |
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$ |
625,000 |
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4.166666667 |
% |
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TD BankNorth, N.A. |
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$ |
15,000,000 |
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3.333333333 |
% |
$ |
16,666,667 |
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3.333333333 |
% |
$ |
18,333,334 |
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3.333333333 |
% |
$ |
1,166,666 |
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$ |
500,000 |
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3.333333333 |
% |
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Xxxxx Fargo Bank, N.A. |
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$ |
22,500,000 |
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5.000000000 |
% |
$ |
25,000,000 |
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5.000000000 |
% |
$ |
27,500,000 |
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5.000000000 |
% |
$ |
1,750,000 |
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$ |
750,000 |
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5.000000000 |
% |
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TOTAL |
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$ |
450,000,000 |
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100 |
% |
$ |
500,000,000 |
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100 |
% |
$ |
550,000,000 |
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100 |
% |
$ |
35,000,000 |
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$ |
15,000,000 |
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100 |
% |
