FIFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

FIFTH AMENDMENT TO  CREDIT AGREEMENT

This Fifth Amendment to Credit Agreement (this “Fifth Amendment”) is made as of October 23, 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”), 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) (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 2 of the Credit Agreement.  Section 2.1(a) of the Credit Agreement is hereby amended by inserting immediately after the end of the text of Section 2.1(a)(iii) the following:

(iv)          Notwithstanding anything to the contrary contained in this Section 2.1(a), in each calendar year, the Outstanding Amount of all WC Revolver Loans shall not exceed $130,000,000 for a period of ten (10) consecutive calendar days.

§2.  Conditions to Effectiveness. This Fifth 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 Fifth Amendment executed by the Loan Parties, the Administrative Agent and the required Lenders; and

(b)           receipt by the Administrative Agent for the account of each Lender that consents to this Fifth Amendment and returns its duly executed signature page hereto by not later than 12:00 noon (EST) on October 22, 2007, an amendment fee of $5,000.

§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.

§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 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 COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).

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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 Xxxxxxxxx
	Title:   Chief Operating 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 Xxxxxxxxx
	Title:   Chief Operating Officer
	GLOBAL MONTELLO GROUP CORP.
	By:	/s/ Xxxxxx Xxxxxxxxx
	Title:   Chief Operating Officer
	XXXX HES CORP.
	By:	/s/ Xxxxxx Xxxxxxxxx
	Title:   Chief Operating 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 Xxxxxxxxx
	Title:   Chief Operating Officer

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	BANK OF AMERICA, N.A., as
	Administrative Agent
	By:	/s/Xxxx Xxx Xxxxx
	Title: Vice Pesident
	BANK OF AMERICA, N.A., as
	a Lender and L/C Issuer
	By:	/s/Xxxxxxxx X. Xxxxx
	Xxxxxxxx X. Xxxxx, Principal
	STANDARD CHARTERED BANK, as
	a Lender
	By:	/s/Xxxxxx X. Xxxxxxxxxx, Assitant Vice President
	By:	/s/Xxxxxxxx Xxxxx, Director
	JPMORGAN CHASE BANK, N.A., as
	a Lender
	By:	/s/Xxxx X. Xxxxxxxxx
	Title:  Vice President
	SOCIETE GENERALE, as a Lender
	By:	/s/Xxxxxxx Xxxxxxx
	Title:  Managing Director
	By:	/s/Xxxxxxxx Xxxxxxxx
	Title:  Managing Director

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	RBS CITIZENS, NA
	as a Lender
	By:	/s/Xxxxxx X. Xxxxxx
	Title:  Senior Vice President
	SOVEREIGN BANK, as a Lender
	By:	/s/Xxxxxx Xxxxxxx
	Title:  Senior Vice President
	FORTIS CAPITAL CORP., as a Lender
	By:	/s/Xxxxxxx X. Xxxxxxx
	Title:  Vice President
	By:	/s/Xxxx X. Xxxxx
	Title:  Director
	XXXXXXX BANK NATIONAL
	ASSOCIATION, as a Lender
	By:	/s/Xxxxx Xxxxxx
	Title:  Vice President
	KEYBANK NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/Xxxxx X. Xxxxx
	Title:  Senior Vice President

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	TD BANKNORTH, N.A.,
	as a Lender
	By:	/s/Xxxx Xxxxxxx
	Title:  Senior Vice President
	XXXXX FARGO BANK, N.A.
	as a Lender
	By:	/s/Xxxxxxx Xxxxxxx
	Title:  Vice President
	WACHOVIA BANK,
	NATIONAL ASSOCIATION
	as a Lender
	By:	/s/Xxxxxx X. Xxxxxxx
	Title:  Senior Vice President

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RATIFICATION OF GUARANTY

Each of the undersigned guarantors (each a “Guarantor”) hereby acknowledges and consents to the foregoing Fifth Amendment as of October 23, 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/Xxxxxx Xxxxxxxxx
	Title: Chief Operating Officer
	GLOBAL GP LLC
	By:	/s/Xxxxxx Xxxxxxxxx
	Title: Chief Operating Officer

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