Second Amendment to Third Amended and Restated Credit Agreement dated September 10, 2018
Exhibit 10.2
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to Third Amended and Restated Credit Agreement (this "Second Amendment") is made as of September 10, 2018, 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"), GLEN HES CORP., a Delaware corporation ("Glen 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 CNG LLC, a Delaware limited liability company ("CNG"), ALLIANCE ENERGY LLC, a Massachusetts limited liability company ("Alliance"), CASCADE KELLY HOLDINGS LLC, an Oregon limited liability company ("Cascade") and WARREN EQUITIES, INC., a Delaware corporation ("Warren" and, collectively with OLLC, Global, Montello, Glen Hes, Chelsea LLC, Finance, GEM, CNG, Alliance and Cascade, the "Borrowers" and each individually, a "Borrower"), GLOBAL PARTNERS LP, a Delaware limited partnership (the "MLP"), 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 Third Amended and Restated Credit Agreement dated as of April 25, 2017 (as amended and in effect from time to time, the "Credit Agreement") by and among the Borrowers, the MLP, the Lenders, the Administrative Agent, the Swing Line Lender, the L/C Issuers, the Alternative Currency Fronting Lender, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as Co-Syndication Agents and Citizens Bank, N.A., Societe Generale, BNP Paribas and The Bank of Tokyo-Mitsubishi UFJ, Ltd. NY Branch, as Co-Documentation Agents. Capitalized terms used herein without definition and which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
WHEREAS, the Loan Parties, the requisite 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 2.06 of the Credit Agreement. Section 2.06(c) of the Credit Agreement is hereby amended by deleting Section 2.06(c) in its entirety and restating it as follows:
(c)Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to (x) Sections 7.03(a), (c), (d), (e), (f), (g) or (h) hereof or (y) Section 7.03(b) hereof to the extent the proceeds thereof are being used to refinance, redeem or repurchase other Indebtedness which was permitted to be incurred hereunder), the Borrowers shall prepay an aggregate principal
amount of the Revolver Loan equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the applicable Loan Party or such Subsidiary, provided, no reduction of the Aggregate Revolver Commitment shall occur as a result thereof.
§2.Conditions to Effectiveness. This Second Amendment will become effective as of the date hereof upon receipt by the Administrative Agent of the fully executed counterparts of this Second Amendment (including the Ratification of Guaranty hereto by the Guarantors) executed by the Loan Parties, the Administrative Agent and the Lenders.
§3.Representations and Warranties; No Default. 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. Each of the Loan Parties hereby certifies to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing as of the date hereof.
§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 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.
§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 Issuers, the Swing Line Lender, the Alternative Currency Fronting Lender, the Syndication Agent, the Co-Documentation Agents or the Lenders consequent thereon.
§6.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. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Agreement.
§7.Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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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.
GLOBAL OPERATING LLC
By: Global Partners LP, its sole member
By: Global GP LLC, its general partner
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
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/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
GLOBAL MONTELLO GROUP CORP.
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
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/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
GLEN HES CORP.
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
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GLP FINANCE CORP.
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
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/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
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/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
CASCADE KELLY HOLDINGS LLC
By: Global Operating LLC, its sole member
By: Global Partners LP, its sole member
By: Global GP LLC, its general partner
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
GLOBAL CNG LLC
By: Global Operating LLC, its sole member
By: Global Partners LP, its sole member
By: Global GP LLC, its general partner
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
WARREN EQUITIES, INC.
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
GLOBAL PARTNERS LP
By: Global GP LLC, its general partner
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
bank of america, n.a., as
Administrative Agent
By: /s/ Anthony W. Kell
Name: Anthony W. Kell
Title: Vice President
bank of america, n.a., as a Lender, L/C Issuer, Alternative Currency Fronting Lender and Swing Line Lender
By: /s/ Christopher G. Dibiase
Name: Christopher G. Dibiase
Title: Director
JPMORGAN CHASE BANK, N.A., as a Lender, L/C Issuer and as Co-Syndication Agent
By: /s/ Daniel Stampfel
Name: Daniel Stampfel
Title: Authorized Officer
wells fargo bank, n.a., as a Lender and Co-Syndication Agent
By: /s/ Daniel M. Grondin
Name: Daniel M. Grondin
Title: Senior Vice President
citizens bank, N.A., as a Lender and Co-Documentation Agent
By: /s/ Donald A. Wright
Name: Donald A. Wright
Title: Senior Vice President
societe generale, as a Lender and Co-Documentation Agent
By: /s/ Michiel V.M. Van Der Voort
Name: Michiel V.M. Van Der Voort
Title: Managing Director
bnp paribas, as a Lender and Co-Documentation Agent
By: /s/ Zachary Kaiser
Name: Zachary Kaiser
Title: Vice President
By: /s/ Delphine Gaudiot
Name: Delphine Gaudiot
Title: Director
MUFG BANK, LTD. (formerly known as the bank of tokyo-mitsubishi ufj, ltd.), as a Lender and Co-Documentation Agent
By: /s/ Richard J. Wernli
Name: Richard J. Wernli
Title: Managing Director
bmo harris financing, inc., as a Lender
By: /s/ Matthew Davis
Name: Matthew Davis
Title: Director
credit agricole corporate and investment bank, as a Lender
By: /s/ Zali Win
Name: Zali Win
Title: Managing Director
By: /s/ Christine Jang
Name: Christine Jang
Title: Senior Associate
COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender
By: /s/ Chung-Taek Oh
Name: Chung-Taek Oh
Title: Executive Director
By: /s/ Chan K. Park
Name: Chan K. Park
Title: Managing Director
santander bank, n.a., as a Lender
By: /s/ Thomas F. McNamara
Name: Thomas F. McNamara
Title: Senior Vice President
By: /s/ Jeffrey G. Millman
Name: Jeffrey G. Millman
Title: Regional Credit Manager
deutsche bank ag, new york branch, as a Lender
By: /s/ Chris Chapman
Name: Chris Chapman
Title: Director
By: /s/ Shai Bandner
Name: Shai Bandner
Title: Director
td bank, n.a., as a Lender
By: /s/ Vijay Prasad
Name: Vijay Prasad
Title: Senior Vice President
REGIONS BANK, as a Lender
By: /s/Katie Hammons
Name: Katie Hammons
Title: Assistant Vice President
RAYMOND JAMES BANK, N.A., as a Lender
By: /s/ John Harris
Name: John Harris
Title: Managing Director
BARCLAYS BANK PLC, as a Lender
By: /s/ Jake Lam
Name: Jake Lam
Title: Assistant Vice President
customers bank, as a Lender
By: /s/ James B. Daley
Name: James B. Daley
Title: Senior Vice President
WEBSTER BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Samuel C. Pepe
Name: Samuel C. Pepe
Title: Vice President
PEOPLE'S UNITED BANK, national association, formerly PEOPLE'S UNITED BANK, as a Lender
By: /s/ Jeffrey Giunta
Name: Jeffrey Giunta
Title: Vice President
fifth third bank, as a Lender
By: /s/ James Holacka
Name: James Holacka
Title: Director/Vice President
keybank national association, as a Lender
By: /s/ Tad Stainbrook
Name: Tad Stainbrook
Title: Vice President
BLUE HILLS BANK, as a Lender
By: /s/ Kelley Keefe
Name: Kelley Keefe
Title: Senior Vice President
RATIFICATION OF GUARANTY
Each of the undersigned guarantors (each a "Guarantor") hereby acknowledges and consents to the foregoing Second Amendment as of September 10, 2018, and agrees that each of (a) the Third Amended and Restated Guaranty dated as of April 25, 2017 (as amended and in effect from time to time, the "Guaranty") from each of Global Partners LP, Bursaw Oil LLC, Warex Terminals Corporation, Drake Petroleum Company, Inc., Puritan Oil Company, Inc. and Maryland Oil Company, Inc.; and (b) the Amended and Restated Guarantee dated as of April 25, 2017 (as amended and in effect from time to time, the "Canada Guaranty") from Global Partners Energy Canada ULC 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 hereto hereby acknowledge, agree and confirm that as of the date hereof, each of the Guaranty and the Canada Guaranty remains in full force and effect.
GLOBAL PARTNERS LP
By: Global GP LLC, its general partner
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
BURSAW OIL LLC
By: Alliance Energy LLC, its sole member
By: Global Operating LLC, its sole member
By: Global Partners LP, its sole member
By: Global GP LLC, its general partner
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
GLOBAL PARTNERS ENERGY CANADA ULC
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
WAREX TERMINALS CORPORATION
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
DRAKE PETROLEUM COMPANY, INC.
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
PURITAN OIL COMPANY, INC.
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
MARYLAND OIL COMPANY, INC.
By: /s/ Edward J. Faneuil
Title: Executive Vice President and General Counsel
