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), 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 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, Montello, Glen 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, Wells 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 |
March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013 |
| 3.50:1.00 |
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March 31, 2014 |
| 3.25:1.00 |
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June 30, 2014 |
| 3.00:1.00 |
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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 |
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| By: | /s/ Daphne H. Foster |
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| Title: Chief Financial Officer |
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| GLOBAL COMPANIES LLC | |
| By: | Global Operating LLC, its sole member |
| By: | Global Partners LP, its sole member |
| By: | Global GP LLC, its general partner |
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| By: | /s/ Daphne H. Foster |
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| Title: Chief Financial Officer |
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| GLOBAL MONTELLO GROUP CORP. | |
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| By: | /s/ Daphne H. Foster |
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| Title: Chief Financial Officer |
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| CHELSEA SANDWICH LLC | |
| By: | Global Operating LLC, its sole member |
| By: | Global Partners LP, its sole member |
| By: | Global GP LLC, its general partner |
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| By: | /s/ Daphne H. Foster |
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| Title: Chief Financial Officer |
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| GLEN HES CORP. | |
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| By: | /s/ Daphne H. Foster |
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| Title: Chief Financial Officer |
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| GLP FINANCE CORP. | |
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| By: | /s/ Edward J. Faneuil |
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| Title: Executive Vice President |
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| 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 |
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| By: | /s/ Edward J. Faneuil |
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| Title: Executive Vice President |
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| 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 |
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| By: | /s/ Edward J. Faneuil |
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| Title: Executive Vice President |
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| ALLIANCE ENERGY LLC | |
| By: | Global Operating LLC, its sole member |
| By: | Global Partners LP, its sole member |
| By: | Global GP LLC, its general partner |
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| By: | /s/ Edward J. Faneuil |
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| Title: Executive Vice President |
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| GLOBAL PARTNERS LP | |
| By: | Global GP LLC, its general partner |
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| By: | /s/ Edward J. Faneuil |
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| Title: Executive Vice President |
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| GLOBAL GP LLC | |
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| By: | /s/ Edward J. Faneuil |
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| Title: Executive Vice President |
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| BANK OF AMERICA, N.A., as Administrative Agent | |
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| By: | /s/ Anthony W. Kell |
| Name: | Anthony W. Kell |
| Title: | Vice President |
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| BANK OF AMERICA, N.A., as a Lender | |
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| By: | /s/ Michael Clayborne |
| Name: | Michael Clayborne |
| Title: | Vice President |
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| JPMORGAN CHASE BANK, N.A., as a Lender | |
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| By: | /s/ Dan Bueno |
| Name: | Dan Bueno |
| Title: | Vice President |
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| WELLS FARGO BANK, N.A., as a Lender | |
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| By: | /s/ Daniel M. Grondin |
| Name: | Daniel M. Grondin |
| Title: | Senior Vice President |
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| SOCIETE GENERALE, as a Lender | |
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| By: | /s/ Emmanuel Chesneau |
| Name: | Emmanuel Chesneau |
| Title: | Managing Director |
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| STANDARD CHARTERED BANK, as a Lender | |
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| By: | /s/ Johanna Minaya |
| Name: | Johanna Minaya |
| Title: | Associate Director |
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| By: | /s/ Wong Moy Hiang |
| Name: | Wong Moy Hiang |
| Title: |
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| RBS CITIZENS, NATIONAL ASSOCIATION, as a Lender | |
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| By: | /s/ Donald A. Wright |
| Name: | Donald A. Wright |
| Title: | Senior Vice President |
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| BNP PARIBAS, as a Lender | |
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| By: | /s/ Matthew L. Rosetti |
| Name: | Matthew L. Rosetti |
| Title: | Director |
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| By: | /s/ A-C Mathiot |
| Name: | A-C Mathiot |
| Title: | Managing Director |
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| COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., RABOBANK NEDERLAND NEW YORK BRANCH, as a Lender | |
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| By: | /s/ Rodney P. Hutchinson |
| Name: | Rodney P. Hutchinson |
| Title: | Executive Director |
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| By: | /s/ Xander Willemsen |
| Name: | Xander Willemsen |
| Title: | Executive Director |
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| SOVEREIGN BANK, N.A. as a Lender | |
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| By: | /s/ William Maag |
| Name: | William Maag |
| Title: | Senior Vice President |
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| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender | |
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| By: | /s/ Mark Lvoff |
| Name: | Mark Lvoff |
| Title: | Managing Director |
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| By: | /s/ Zali Win |
| Name: | Zali Win |
| Title: | Managing Director |
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| KEYBANK NATIONAL ASSOCIATION, as a Lender | |
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| By: | /s/ Keven D. Smith |
| Name: | Keven D. Smith |
| Title: | Senior Vice President |
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| TORONTO DOMINION (NEW YORK) LLC, as a Lender | |
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| By: | /s/ Marie Fernandes |
| Name: | Marie Fernandes |
| Title: | Authorized Signatory |
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| RB INTERNATIONAL FINANCE (USA) LLC, as a Lender | |
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| By: | /s/ Nancy Remini |
| Name: | Nancy Remini |
| Title: | Vice President |
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| By: | /s/ Pearl Geffers |
| Name: | Pearl Geffers |
| Title: | First Vice President |
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| RAYMOND JAMES BANK, FSB, as a Lender | |
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| By: | /s/ Scott G. Axelrod |
| Name: | Scott G. Axelrod |
| Title: | Vice President |
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| BARCLAYS BANK PLC, as a Lender | |
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| By: | /s/ Sreedhar R. Kona |
| Name: | Sreedhar R. Kona |
| Title: | Vice President |
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| WEBSTER BANK NATIONAL ASSOCIATION, as a Lender | |
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| By: | /s/ Carol Carver |
| Name: | Carol Carver |
| Title: | Vice President |
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| NATIXIS, NEW YORK BRANCH, as a Lender | |
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| By: | /s/ Carla Gray |
| Name: | Carla Gray |
| Title: | Director |
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| By: | /s/ Arnaud Stevens |
| Name: | Arnaud Stevens |
| Title: | Managing Director & Group Head |
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| BMO HARRIS FINANCING, INC., as a Lender | |
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| By: | /s/ Kevin Utsey |
| Name: | Kevin Utsey |
| Title: | Director |
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| SUMITOMO MITSUI BANKING CORPORATION, as a Lender | |
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| By: | /s/ James D. Weinstein |
| Name: | James D. Weinstein |
| Title: | Managing Director |
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| DEUTSCHE BANK, NEW YORK BRANCH, as a Lender | |
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| By: | /s/ Chris Chapman |
| Name: | Chris Chapman |
| Title: | Director |
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| By: | /s/ Vanuza Pereira-Bravo |
| Name: | Vanuza Pereira-Bravo |
| Title: | Associate |
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| TD BANK, N.A., as a Lender | |
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| By: | /s/ David Perlman |
| Name: | David Perlman |
| Title: | Senior Vice President |
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| PEOPLES UNITED BANK, as a Lender | |
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| By: | /s/ Matthew Leighton |
| Name: | Matthew Leighton |
| Title: | Vice President |
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| THE HUNTINGTON NATIONAL BANK, as a Lender | |
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| By: | /s/ Jared Shaner |
| Name: | Jared Shaner |
| Title: | Assistant Vice President |
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| BLUE HILLS BANK, as a Lender | |
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| By: | /s/ Kelley Keefe |
| Name: | Kelley Keefe |
| Title: | Vice President |
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| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender | |
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| By: | /s/ Richard Wernli |
| Name: | Richard Wernli |
| Title: | Managing Director |
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| FIRST NIAGARA BANK, N.A. as a Lender | |
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| By: | /s/ Robert Dellatorre |
| Name: | Robert Dellatorre |
| 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 Bursaw 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 Kelly 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 | ||||
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| By: | /s/ | Charles A. Rudinsky | ||
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| Title: | Executive Vice President and | ||
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| Chief Accounting Officer | ||
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| GLOBAL GP LLC | ||||
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| By: | /s/ | Charles A. Rudinsky | ||
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| Title: | Executive Vice President and | ||
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| Chief Accounting Officer | |||
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| BURSAW OIL LLC | ||||
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| By: | /s/ | Charles A. Rudinsky | ||
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| Title: | Executive Vice President and | ||
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| Chief Accounting Officer | ||
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| CASCADE KELLY HOLDINGS LLC | ||||
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| By: | /s/ | Charles A. Rudinsky | ||
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| Title: | Executive Vice President and | ||
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| Chief Accounting Officer | ||
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