SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to Amended and Restated Credit Agreement (this "Second Amendment") is made as of July 19, 2011, 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" and, collectively with OLLC, Global, Xxxxxxxx, Xxxx Hes, Chelsea LLC and Finance, 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 "Guarantors and each individually, a "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 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 Guarantors, the Lenders, the Administrative Agent, the L/C Issuer, 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 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 7.03 of the Credit Agreement. Section 7.03(e)(ii) of the Credit Agreement is hereby amended by deleting the words "such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party" which appear in Section 7.03(e)(ii) and substituting in place thereof the words "such Swap Contract does not contain any provision permanently exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party"
§2. Amendment to Section 7 of the Credit Agreement. Section 7.18 of the Credit Agreement is hereby amended as follows:
(a) Section 7.18(ii) of the Credit Agreement is hereby amended by deleting Section 7.18(ii) in its entirety and restating Section 7.18(ii) as follows:
(ii) Minimum EBITDA. Permit Combined EBITDA (a) as at the end of each fiscal quarter, other than the fiscal quarters ending September 30, 2011 and December 31, 2011, to be less than $75,000,000 for the Reference Period ended on such fiscal quarter end date, and (b) as at the end of each of the fiscal quarters ending September 30, 2011 and December 31, 2011 to be less than $70,000,000 for the Reference Period ended on each such fiscal quarter end date.
(b) Section 7.18(iii) of the Credit Agreement is hereby amended by deleting Section 7.18(iii) in its entirety and restating Section 7.18(iii) as follows:
(iii) Combined Interest Coverage Ratio. Permit the Combined Interest Coverage Ratio as of the end of any fiscal quarter to be less than the ratio set forth below opposite such fiscal quarter:
| Fiscal Quarter Ending |
Combined Interest |
| June 30, 2011 | 2.00:1.00 |
| September 30, 2011 and December 31, 2011 | 1.65:1.00 |
| March 31, 2012 | 1.75:1.00 |
| June 30, 2012 and each fiscal quarter ending thereafter | 2.00:1.00 |
(c) Section 7.18(iv) of the Credit Agreement is hereby amended by deleting Section 7.18(iii) in its entirety and restating Section 7.18(iv) as follows:
(iv) Combined Senior Secured Leverage Ratio. Permit the Combined Senior Secured Leverage Ratio as of the end of any fiscal quarter to be greater than the ratio set forth below opposite such fiscal quarter:
| Fiscal Quarter Ending |
Combined Senior |
| June 30, 2011 | 2.50:1.00 |
| September 30, 2011 and December 31, 2011 | 3.00:1.00 |
| March 31, 2012 and each fiscal quarter ending thereafter | 2.75:1.00 |
§3. Conditions to Effectiveness.This Second Amendment will become effective as of the date hereof upon satisfaction of the following conditions:
(a) fully-executed original counterparts of this Second Amendment executed by the Loan Parties, the Administrative Agent and the required Lenders;
(b) receipt by the Administrative Agent for the respective accounts of each Lender who consents to the Second Amendment on or prior to 5:00 p.m. (Boston time) by July 14, 2011 of an amendment fee of 12.5 basis points on such Lender's WC Commitment and Revolver Commitment; and
(c) payment to the Administrative Agent for the account of the Administrative Agent of the fees contemplated by the fee letter dated as of the date hereof by and among the Borrowers and the Administrative Agent.
§4. 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.
§5. 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. This Second Amendment shall constitute a Loan Document.
§6. 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 Syndication Agent, the Co-Documentation Agents or the Lenders consequent thereon.
§7. 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.
§8. Governing Law. THIS SECOND 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 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: COO & 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: COO & CFO | ||
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GLOBAL MONTELLO GROUP CORP. |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx |
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| Title: COO & 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: COO & CFO |
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XXXX HES CORP. |
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By: |
/s/ Xxxxxx X. Faneuil |
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| Title: Executive Vice President | ||
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GLP FINANCE CORP. |
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By: |
/s/ Xxxxxx X. Faneuil |
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| Title: Executive Vice President | ||
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GLOBAL ENERGY MARKETING 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. Faneuil |
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| Title: Executive Vice President | ||
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By: Global GP LLC, its general partner |
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By: |
/s/ Xxxxxx X. Faneuil |
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| Title: Executive Vice President | ||
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GLOBAL GP LLC |
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By: |
/s/ Xxxxxx X. Faneuil |
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| Title: Executive Vice President | ||
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BANK OF AMERICA, N.A., as |
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| Administrative Agent | ||
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Assistant Vice President |
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BANK OF AMERICA, N.A., as a Lender and L/C Issuer |
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Managing Director |
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JPMORGAN CHASE BANK, N.A., as a Lender |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Vice President |
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XXXXX FARGO BANK, N.A., as a Lender |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Senior Vice President |
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SOCIETE GENERALE, as a Lender |
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| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Managing Director | |
| By: | ||
| Name: | ||
| Title: | ||
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STANDARD CHARTERED BANK, as a Lender |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Director |
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By: |
/s/ Xxxxxx Xx |
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Name: |
Xxxxxx Xx |
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Title: |
Director |
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RBS CITIZENS, NATIONAL ASSOCIATION, as a Lender |
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| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Senior Vice President | |
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BNP PARIBAS, as a Lender |
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| 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 |
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By: | /s/ Xxx Xxxxxxxxxx |
| Name: | Xxx Xxxxxxxxxx | |
| Title: | Executive Director | |
| By: | ||
| Name: | ||
| Title: | ||
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XXXXXXXXX XXXX, as a Lender |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Senior Vice President | |
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CREDIT AGRICOLE CORPORATE AND |
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| By: | /s/ Zali Win | |
| Name: | Zali Win | |
| Title: | Managing Director | |
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxx | |
| Title: | Vice President | |
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KEYBANK NATIONAL ASSOCIATION, as a Lender |
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| 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 |
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| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
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RB INTERNATIONAL FINANCE (USA) LLC |
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| By: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | Vice President | |
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | First Vice President | |
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XXXXX XXXX XX XXXXXX, as a Lender |
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| By: | /s/ Xxxxx X. York | |
| Name: | Xxxxx X. York | |
| Title: | Authorized Signatory | |
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XXXXXXX XXXXX BANK, FSB, as a Lender |
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| By: | /s/ Xxxxxxx XxXxxxxx | |
| Name: | Xxxxxxx XxXxxxxx | |
| Title: | Senior Vice President | |
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BARCLAYS BANK PLC, as a Lender |
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| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Assistant Vice President | |
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XXXXXXX XXXX NATIONAL ASSOCIATION, as a Lender |
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| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
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NATIXIS, NEW YORK BRANCH, as a Lender |
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| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Director | |
| By: | /s/ Xxxxxxx Lauras | |
| Name: | Xxxxxxx Lauras | |
| Title: | Senior Managing Director | |
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DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, as a Lender |
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| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | Senior Vice President | |
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Vice President | |
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BRANCH BANKING & TRUST COMPANY, as a Lender |
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| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Vice President | |
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SUMITOMO MITSUI BANKING CORPORATION, as a Lender |
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| By: | /s/ Xxxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxxx | |
| Title: | General Manager | |
RATIFICATION OF GUARANTY
Each of the undersigned guarantors (each a "Guarantor") hereby acknowledges and consents to the foregoing Second Amendment as of July 19, 2011, and agrees that the Amended and Restated Guaranty dated as of May 14, 2010 (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 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, 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 | |
| Title: COO & CFO | ||
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GLOBAL GP LLC |
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| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
| Title: COO & CFO | ||
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