TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 a13-20945_1ex10d1.htm EX-10.1

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
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.                               RatificationEtc.  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

 

2



 

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).

 

3



 

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/ Daphne H. Foster

 

 

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/ Daphne H. Foster

 

 

Title:  Chief Financial Officer

 

 

 

GLOBAL MONTELLO GROUP CORP.

 

 

 

 

 

By:

/s/ Daphne H. Foster

 

 

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/ Daphne H. Foster

 

 

Title:  Chief Financial Officer

 

 

 

 

 

GLEN HES CORP.

 

 

 

 

 

By:

/s/ Daphne H. Foster

 

 

Title:  Chief Financial Officer

 

4



 

 

GLP FINANCE CORP.

 

 

 

 

 

By:

/s/ Edward J. 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/ Edward J. 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/ Edward J. 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/ Edward J. Faneuil

 

 

Title:  Executive Vice President

 

 

 

GLOBAL PARTNERS LP

 

By:

Global GP LLC, its general partner

 

 

 

 

 

By:

/s/ Edward J. Faneuil

 

 

Title:  Executive Vice President

 

 

 

GLOBAL GP LLC

 

 

 

 

 

By:

/s/ Edward J. Faneuil

 

 

Title:  Executive Vice President

 

5



 

 

BANK OF AMERICA, N.A., as Administrative Agent

 

 

 

By:

/s/ Anthony W. Kell

 

Name:

Anthony W. Kell

 

Title:

Vice President

 

6



 

 

BANK OF AMERICA, N.A., as a Lender

 

 

 

 

 

By:

/s/ Michael Clayborne

 

Name:

Michael Clayborne

 

Title:

Vice President

 

7



 

 

JPMORGAN CHASE BANK, N.A., as a Lender

 

 

 

 

 

By:

/s/ Dan Bueno

 

Name:

Dan Bueno

 

Title:

Vice President

 

8



 

 

WELLS FARGO BANK, N.A., as a Lender

 

 

 

 

By:

/s/ Daniel M. Grondin

 

Name:

Daniel M. Grondin

 

Title:

Senior Vice President

 

9



 

 

SOCIETE GENERALE, as a Lender

 

 

 

 

 

 

By:

/s/ Emmanuel Chesneau

 

Name:

Emmanuel Chesneau

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

10



 

 

STANDARD CHARTERED BANK, as a Lender

 

 

 

 

By:

/s/ Johanna Minaya

 

Name:

Johanna Minaya

 

Title:

Associate Director

 

 

 

 

 

 

 

By:

/s/ Wong Moy Hiang

 

Name:

Wong Moy Hiang

 

Title:

 

 

11



 

 

RBS CITIZENS, NATIONAL ASSOCIATION, as a Lender

 

 

 

 

By:

/s/ Donald A. Wright

 

Name:

Donald A. Wright

 

Title:

Senior Vice President

 

12



 

 

BNP PARIBAS, as a Lender

 

 

 

 

 

 

By:

/s/ Matthew L. Rosetti

 

Name:

Matthew L. Rosetti

 

Title:

Director

 

 

 

 

 

 

 

By:

/s/ A-C Mathiot

 

Name:

A-C Mathiot

 

Title:

Managing Director

 

13



 

 

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, as a Lender

 

 

 

 

By:

/s/ Rodney P. Hutchinson

 

Name:

Rodney P. Hutchinson

 

Title:

Executive Director

 

 

 

 

 

 

 

By:

/s/ Xander Willemsen

 

Name:

Xander Willemsen

 

Title:

Executive Director

 

14



 

 

SOVEREIGN BANK, N.A. as a Lender

 

 

 

By:

/s/ William Maag

 

Name:

William Maag

 

Title:

Senior Vice President

 

15



 

 

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

 

 

 

 

By:

/s/ Mark Lvoff

 

Name:

Mark Lvoff

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Zali Win

 

Name:

Zali Win

 

Title:

Managing Director

 

16



 

 

KEYBANK NATIONAL ASSOCIATION, as a Lender

 

 

 

 

By:

/s/ Keven D. Smith

 

Name:

Keven D. Smith

 

Title:

Senior Vice President

 

17



 

 

TORONTO DOMINION (NEW YORK) LLC, as a Lender

 

 

 

 

By:

/s/ Marie Fernandes

 

Name:

Marie Fernandes

 

Title:

Authorized Signatory

 

18



 

 

RB INTERNATIONAL FINANCE (USA) LLC, as a Lender

 

 

 

 

By:

/s/ Nancy Remini

 

Name:

Nancy Remini

 

Title:

Vice President

 

 

 

 

 

 

 

By:

/s/ Pearl Geffers

 

Name:

Pearl Geffers

 

Title:

First Vice President

 

19



 

 

RAYMOND JAMES BANK, FSB, as a Lender

 

 

 

 

By:

/s/ Scott G. Axelrod

 

Name:

Scott G. Axelrod

 

Title:

Vice President

 

20



 

 

BARCLAYS BANK PLC, as a Lender

 

 

 

 

By:

/s/ Sreedhar R. Kona

 

Name:

Sreedhar R. Kona

 

Title:

Vice President

 

21



 

 

WEBSTER BANK NATIONAL ASSOCIATION, as a Lender

 

 

 

By:

/s/ Carol Carver

 

Name:

Carol Carver

 

Title:

Vice President

 

22



 

 

NATIXIS, NEW YORK BRANCH, as a Lender

 

 

 

 

By:

/s/ Carla Gray

 

Name:

Carla Gray

 

Title:

Director

 

 

 

 

 

 

 

By:

/s/ Arnaud Stevens

 

Name:

Arnaud Stevens

 

Title:

Managing Director & Group Head

 

23



 

 

BMO HARRIS FINANCING, INC., as a Lender

 

 

 

 

By:

/s/ Kevin Utsey

 

Name:

Kevin Utsey

 

Title:

Director

 

24



 

 

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

 

 

 

 

By:

/s/ James D. Weinstein

 

Name:

James D. Weinstein

 

Title:

Managing Director

 

25



 

 

DEUTSCHE BANK, NEW YORK BRANCH, as a Lender

 

 

 

 

By:

/s/ Chris Chapman

 

Name:

Chris Chapman

 

Title:

Director

 

 

 

 

 

 

 

By:

/s/ Vanuza Pereira-Bravo

 

Name:

Vanuza Pereira-Bravo

 

Title:

Associate

 

26



 

 

TD BANK, N.A., as a Lender

 

 

 

By:

/s/ David Perlman

 

Name:

David Perlman

 

Title:

Senior Vice President

 

27



 

 

PEOPLE’S UNITED BANK, as a Lender

 

 

 

By:

/s/ Matthew Leighton

 

Name:

Matthew Leighton

 

Title:

Vice President

 

28



 

 

THE HUNTINGTON NATIONAL BANK, as a Lender

 

 

 

 

By:

/s/ Jared Shaner

 

Name:

Jared Shaner

 

Title:

Assistant Vice President

 

29



 

 

BLUE HILLS BANK, as a Lender

 

 

 

 

By:

/s/ Kelley Keefe

 

Name:

Kelley Keefe

 

Title:

Vice President

 

30



 

 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender

 

 

 

 

By:

/s/ Richard Wernli

 

Name:

Richard Wernli

 

Title:

Managing Director

 

31



 

 

FIRST NIAGARA BANK, N.A. as a Lender

 

 

 

 

By:

/s/ Robert Dellatorre

 

Name:

Robert Dellatorre

 

Title:

Vice President

 

32



 

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

 

 

 

 

 

 

By:

/s/

Charles A. Rudinsky

 

 

Title:

Executive Vice President and

 

 

 

Chief Accounting Officer

 

 

 

GLOBAL GP LLC

 

 

 

 

 

By:

/s/

Charles A. Rudinsky

 

 

Title:

Executive Vice President and

 

 

Chief Accounting Officer

 

 

 

BURSAW OIL LLC

 

 

 

 

 

 

 

By:

/s/

Charles A. Rudinsky

 

 

Title:

Executive Vice President and

 

 

 

Chief Accounting Officer

 

 

 

CASCADE KELLY HOLDINGS LLC

 

 

 

 

 

 

 

 

 

By:

/s/

Charles A. Rudinsky

 

 

Title:

Executive Vice President and

 

 

 

Chief Accounting Officer

 

33