TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This Twelfth Amendment to Amended and Restated Credit Agreement (this “Twelfth Amendment”) is made as of September 20, 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, 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 7.18 of the Credit Agreement.  Section 7.18(iii) of the Credit Agreement is hereby amended by deleting Section 7.18(iii) in its entirety and restating it as follows:

(iii) Combined Senior Secured Leverage Ratio.  Permit the Combined Senior Secured Leverage Ratio (1) as of the end of any fiscal quarter ending prior to a Covenant Reduction Date to be greater than the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter Ending		Combined Senior Secured Leverage Ratio
March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013		3.50:1.00
March 31, 2014		3.25:1.00
June 30, 2014		3.00:1.00
September 30, 2014 and each fiscal quarter ending thereafter		2.75:1.00

and (2) as of the end of any fiscal quarter ending from the occurrence of the Covenant Reduction Date and each fiscal quarter ending thereafter to be greater than 2.75:1.00.

§2.  Conditions to Effectiveness.  This Twelfth Amendment will become effective as of the date hereof upon receipt by the Administrative Agent of (a) the fully-executed original counterparts of this Twelfth 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 approving this Twelfth Amendment and sending to the Administrative Agent its fully executed and delivered signature page hereto for receipt by the Administrative Agent by not later than 5:00 p.m. (Eastern time) on September 20, 2013, a fee in the amount of $7,500.

§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 Twelfth 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 Twelfth Amendment shall be read and construed as a single agreement.  All references in the Credit Agreement or any related

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agreement or instrument to the Credit Agreement shall hereafter refer to the Credit Agreement as amended hereby.  This Twelfth 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 Twelfth 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 TWELFTH 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 Twelfth 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. Xxxxxx
		Title:  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. Xxxxxx
		Title:  Chief Financial Officer
	GLOBAL MONTELLO GROUP CORP.
	By:	/s/ Xxxxxx X. Xxxxxx
		Title:  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. Xxxxxx
		Title:  Chief Financial Officer
	XXXX HES CORP.
	By:	/s/ Xxxxxx X. Xxxxxx
		Title:  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/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Vice President

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	BANK OF AMERICA, N.A., as a Lender
	By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	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/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Senior Vice President

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

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	STANDARD CHARTERED BANK, as a Lender
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Associate Director
	By:	/s/ Xxxx Xxx Hiang
	Name:	Xxxx Xxx Hiang
	Title:

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

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	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

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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/ Xander Xxxxxxxxx
	Name:	Xander Xxxxxxxxx
	Title:	Executive Director

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

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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Managing Director
	By:	/s/ Zali Win
	Name:	Zali Win
	Title:	Managing Director

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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/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	First 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 Xxxxxx
	Name:	Xxxxx 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/ Xxxxxx Xxxxxxx-Xxxxx
	Name:	Xxxxxx Xxxxxxx-Xxxxx
	Title:	Associate

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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:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President

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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/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	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 Twelfth Amendment as of September 20, 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/		Xxxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and
				Chief Accounting Officer
	GLOBAL GP LLC
	By:	/s/		Xxxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and
				Chief Accounting Officer
	XXXXXX OIL LLC
	By:		/s/		Xxxxxxx X. Xxxxxxxx
			Title:		Executive Vice President and
					Chief Accounting Officer
	CASCADE XXXXX HOLDINGS LLC
	By:		/s/		Xxxxxxx X. Xxxxxxxx
			Title:		Executive Vice President and
					Chief Accounting Officer

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