FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL PARTNERS LPLimited Partnership Agreement • October 11th, 2005 • Global Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL PARTNERS LP dated as of October 4, 2005, is entered into by and between Global GP LLC, a Delaware limited liability company, as the General Partner, and Global Petroleum Corp., a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CREDIT AGREEMENT Dated as of October 4, 2005 among GLOBAL OPERATING LLC, GLOBAL COMPANIES LLC, GLOBAL MONTELLO GROUP LLC GLEN HES CORP. CHELSEA SANDWICH LLC as the Borrowers,Credit Agreement • October 11th, 2005 • Global Partners LP • Wholesale-petroleum bulk stations & terminals • Massachusetts
SECOND AMENDED AND RESTATED TERMINAL STORAGE RENTAL AND THROUGHPUT AGREEMENTTerminal Storage Rental and Throughput Agreement • October 11th, 2005 • Global Partners LP • Wholesale-petroleum bulk stations & terminals
This Second Amended and Restated Terminal Storage and Throughput Agreement (the “Agreement”) is entered into as of the 4th day of October, 2005 by and among Global Petroleum Corp. (hereinafter referred to as “Global”) and Global Companies LLC (for itself and its subsidiary, Glen Hes Corp.) and Global Montello Group Corp. (hereinafter jointly referred to as “Customer”), and amends and restates in its entirety the Amended and Restated Terminal Storage and Throughput Agreement dated as of September 1, 2001 by and among Global and Customer (the “Original Agreement”).
GLOBAL PARTNERS LP OMNIBUS AGREEMENTOmnibus Agreement • October 11th, 2005 • Global Partners LP • Wholesale-petroleum bulk stations & terminals
This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among the parties listed on the signature pages hereof (each a “Party” and collectively the “Parties”).
GLOBAL PARTNERS LP CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • October 11th, 2005 • Global Partners LP • Wholesale-petroleum bulk stations & terminals • Massachusetts
This Contribution, Conveyance and Assumption Agreement, dated as of October 4, 2005, is entered into by and among GLOBAL GP LLC, a Delaware limited liability company (“GP LLC”), GLOBAL PARTNERS LP, a Delaware limited partnership (“MLP”), GLOBAL OPERATING LLC, a Delaware limited liability company (“OLLC”), GLOBAL COMPANIES LLC, a Delaware limited liability company (“Global”), GLOBAL MONTELLO GROUP LLC, a Delaware limited liability company (“GMG”), CHELSEA SANDWICH LLC, a Delaware limited liability company (“Chelsea LLC”), GLOBAL PETROLEUM CORP., a Massachusetts corporation (“GPC”), LAREA HOLDINGS LLC, a Delaware limited liability company (“Larea”), LAREA HOLDINGS II LLC, a Delaware limited liability company (“Larea II”), CHELSEA TERMINAL LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Chelsea LP”), SANDWICH TERMINAL, L.L.C., a Massachusetts limited liability company (“Sandwich”) and MONTELLO OIL CORPORATION, a New Jersey corporation (“Montello”). The above-named entities are
AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • October 11th, 2005 • Global Partners LP • Wholesale-petroleum bulk stations & terminals • Massachusetts
THIS AMENDED AND RESTATED SERVICES AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of October, 2005, by and among Global Petroleum Corp., a Massachusetts corporation (the “Company”) and Global Companies LLC, a Delaware limited liability company (“Global LLC”), Global Montello Group LLC, a Delaware limited liability company (“Group LLC”) and Chelsea Sandwich LLC, a Delaware limited liability company (“Chelsea LLC”) (Global LLC, Group LLC and Chelsea LLC are sometimes hereinafter referred to individually as an “LLC”, and collectively as the “LLCs”). The Company and the LLCs are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2005 • Global Partners LP • Wholesale-petroleum bulk stations & terminals • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of October 4, 2005 (the “Effective Date”), by and between Global GP LLC, a Delaware limited liability company (the “Company”), and Eric Slifka (the “Executive”).
AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • October 11th, 2005 • Global Partners LP • Wholesale-petroleum bulk stations & terminals • Massachusetts
THIS AMENDED AND RESTATED SERVICES AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of October, 2005, by and among Alliance Energy Corp., a Massachusetts corporation (the “Company”) and Global Companies LLC, a Delaware limited liability company (“Global”). The Company and Global are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties”.
