SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 a12-22893_3ex10d1.htm EX-10.1

Exhibit 10.1

 

SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

 

This Seventh Amendment to Amended and Restated Credit Agreement (this “Seventh Amendment”) is made as of October 12, 2012, 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”), ALLIANCE ENERGY LLC, a Massachusetts limited liability company (“Alliance”, and, collectively with OLLC, Global, Montello, Glen Hes, Chelsea LLC, Finance and GEM, 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) party hereto (each, a “Lender” and collectively, the “Lenders”) and Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer (as each 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 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 1 of the Credit Agreement.  Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Senior Unsecured Notes” contained in Section 1.01 of the Credit Agreement and restating such definition as follows:

 

Senior Unsecured Notes” means those certain unsecured notes of a Loan Party issued after the Closing Date pursuant to an indenture dated the date of issuance of such notes, so long as (a) the terms, conditions, covenants and defaults applicable to such notes (including the terms, conditions, covenants and defaults in the indenture relating thereto) are no more restrictive to the Loan Parties in the aggregate than the terms, conditions, covenants and defaults contained herein; (b) the obligations thereunder are unsecured; (c) the maturity date thereof is not less than six (6) months after the Maturity Date; (d) the obligations under such notes and indenture is not guaranteed by any Person other than a Loan Party; and (e) the documents and agreements executed in

 



 

connection with such notes (including, without limitation, any indenture) shall contain terms and conditions that are customary for similar transactions.

 

§2.  Amendment to Section 6 of the Credit Agreement.  Section 6.03 of the Credit Agreement is hereby amended by (a) inserting immediately after the semicolon which appears at the end of the text of Section 6.03(e) the word “and”; (b) delete the semicolon and the word “and” which appears at the end of the text of Section 6.03(f) and insert in place thereof a period; and (c) delete Section 6.03(g) in its entirety.

 

§3.  Conditions to Effectiveness.This Seventh Amendment will become effective as of the date hereof upon receipt by the Administrative Agent of fully-executed original counterparts of this Seventh Amendment executed by the Loan Parties, the Administrative Agent and the required Lenders.

 

§4.          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 Seventh 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.

 

§5.          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 Seventh 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 Seventh Amendment shall constitute a Loan Document.

 

§6.          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.

 

§7.          Counterparts.  This Seventh 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.

 

§8.          Governing Law.  THIS SEVENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).

 



 

IN WITNESS WHEREOF, the parties hereto have executed this Seventh 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/ Thomas J. Hollister

 

 

Title:

Chief Operating Officer and 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/ Thomas J. Hollister

 

 

Title:

Chief Operating Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

GLOBAL MONTELLO GROUP CORP.

 

 

 

 

 

By:

/s/ Thomas J. Hollister

 

 

Title:

Chief Operating Officer and 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/ Thomas J. Hollister

 

 

Title:

Chief Operating Officer and Chief Financial Officer

 

 

 

 

 

GLEN HES CORP.

 

 

 

 

 

By:

/s/ Edward J. Faneuil

 

 

Title:

Executive Vice President

 



 

 

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

 

 

 

 

 

 

 

 

 

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/ Daphne H. Foster

 

 

Title:

Treasurer

 

 

 

 

 

 

 

 

 

GLOBAL GP LLC

 

 

 

 

 

By:

/s/ Daphne H. Foster

 

 

Title:

Treasurer

 



 

 

BANK OF AMERICA, N.A., as

 

Administrative Agent

 

 

 

By:

/s/ DeWayne D. Rosse

 

Name:

DeWayne D. Rosse

 

Title:

Agency Management Officer

 



 

 

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

 

 

 

By:

/s/ Jeffrey Rathkamp

 

Name:

Jeffrey Rathkamp

 

Title:

Managing Director

 



 

 

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

 

 

 

 

 

By:

/s/ Paul V. Phelan

 

Name:

Paul V. Phelan

 

Title:

Senior Vice President

 



 

 

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

 

 

 

By:

/s/ Daniel M. Grondin

 

Name:

Daniel M. Grondin

 

Title:

Senior Vice President

 



 

 

SOCIETE GENERALE, as a Lender

 

 

 

 

 

By:

/s/ Barbara Paulsen

 

Name:

Barbara Paulsen

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

STANDARD CHARTERED BANK, as a Lender

 

 

 

 

By:

/s/ Johanna Minaya

 

Name:

Johanna Minaya

 

Title:

Associate Director

 

 

 

 

 

 

 

By:

/s/ Robert Reddington

 

Name:

Robert Reddington

 

Title:

Credit Documentation Manager

 



 

 

RBS CITIZENS, NATIONAL ASSOCIATION, as a Lender

 

 

 

By:

/s/ Donald A. Wright

 

Name:

Donald A. Wright

 

Title:

Senior Vice President

 



 

 

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

 



 

 

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/ Tim Hogebrug

 

Name:

Tim Hogebrug

 

Title:

Executive Director

 



 

 

SOVEREIGN BANK, N.A. as a Lender

 

 

 

By:

/s/ Robert D. Lanigan

 

Name:

Robert D. Lanigan

 

Title:

Senior Vice President

 



 

 

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

 

 

 

By:

/s/ Zali Win

 

Name:

Zali Win

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Michel Kermarrec

 

Name:

Michel Kermarrec

 

Title:

Vice President

 



 

 

KEYBANK NATIONAL ASSOCIATION, as a Lender

 

 

 

By:

/s/ Keven D. Smith

 

Name:

Keven D. Smith

 

Title:

Senior Vice President

 



 

 

TORONTO DOMINION (NEW YORK) LLC, as a Lender

 

 

 

By:

/s/ Vicki Ferguson

 

Name:

Vicki Ferguson

 

Title:

Authorized Signatory

 



 

 

RB INTERNATIONAL FINANCE (USA) LLC, as a Lender

 

 

 

By:

/s/ Astrid Wilke

 

Name:

Astrid Wilke

 

Title:

Group Vice President

 

 

 

 

 

 

 

By:

/s/ Pearl Geffers

 

Name:

Pearl Geffers

 

Title:

First Vice President

 



 

 

ROYAL BANK OF CANADA, as a Lender

 

 

 

By:

/s/ Kristan Spivey

 

Name:

Kristan Spivey

 

Title:

Authorized Signatory

 



 

 

RAYMOND JAMES BANK, FSB, as a Lender

 

 

 

By:

/s/ Garrett McKinnon

 

Name:

Garrett McKinnon

 

Title:

Senior Vice President

 



 

 

BARCLAYS BANK PLC, as a Lender

 

 

 

By:

/s/ Sreedhar R. Kona

 

Name:

Sreedhar R. Kona

 

Title:

Assistant Vice President

 



 

 

WEBSTER BANK NATIONAL ASSOCIATION, as a Lender

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

NATIXIS, NEW YORK BRANCH, as a Lender

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, as a Lender

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

BRANCH BANKING & TRUST COMPANY, as a Lender

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

DEUTSCHE BANK, NEW YORK BRANCH, as a Lender

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

TD BANK, N.A., as a Lender

 

 

 

By:

/s/ David Perlman

 

Name:

David Perlman

 

Title:

Senior Vice President

 



 

 

PEOPLE’S UNITED BANK, as a Lender

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

FLAGSTAR BANK, FSB, as a Lender

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

THE HUNTINGTON NATIONAL BANK, as a Lender

 

 

 

By:

/s/ Jared Shaner

 

Name:

Jared Shaner

 

Title:

Authorized Signer

 



 

 

BLUE HILLS BANK, as a Lender

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

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

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

 

FIRST NIAGARA BANK, N.A. as a Lender

 

 

 

By:

 

 

Name:

 

 

Title:

 

 



 

RATIFICATION OF GUARANTY

 

Each of the undersigned guarantors (each a “Guarantor”) hereby acknowledges and consents to the foregoing Seventh Amendment as of October 12, 2012, 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 and (b) the Guaranty dated as of March 1, 2012 (as amended and in effect from time to time, the “Alliance Guaranty”) from each of Alliance Retail LLC and Bursaw Oil 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 and the Alliance Guaranty remains in full force and effect.

 

 

GLOBAL PARTNERS LP

 

By:

Global GP LLC, its general partner

 

 

 

 

 

 

 

By:

/s/ Thomas J. Hollister

 

 

Title: Chief Operating Officer and Chief Financial Officer

 

 

 

 

GLOBAL GP LLC

 

 

 

 

 

 

 

By:

/s/ Thomas J. Hollister

 

 

Title: Chief Operating Officer and Chief Financial Officer

 

 

 

 

ALLIANCE RETAIL LLC

 

 

 

 

 

 

 

By:

/s/ Daphne H. Foster

 

 

Title: Treasurer

 

 

 

 

BURSAW OIL LLC

 

 

 

 

 

 

 

By:

/s/ Daphne H. Foster

 

 

Title: Treasurer