Exhibit 10.1
JOINDER
AGREEMENT
Dated as of August 5, 2009
Bank of America, N.A., as Administrative
Agent
100 Federal Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
Reference is hereby made to
(a) that certain Credit Agreement, dated as of October 4,
2005 (as amended and in effect from time to time, the “
Credit Agreement ”), 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 ” and, collectively with OLLC, Global,
Montello and Glen Hes, the “ Borrowers ” and
each, individually, 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 “ Initial Guarantors ”
and each, individually, an “ Initial Guarantor
”), each lender from time to time party thereto
(collectively, the “ Lenders ” and individually,
a “ Lender ”), BANK OF AMERICA, N.A., in its
capacity as L/C Issuer (as defined in the Credit Agreement) and
BANK OF AMERICA, N.A., in its capacity as administrative agent (in
such capacity, the “ Administrative Agent
”); and (b) that certain Guaranty, dated as of
October 4, 2004 (as amended and in effect from time to time,
the “ Guaranty ”) by the Initial Guarantors in
favor of the Administrative Agent, the Lenders, the L/C Issuer, the
LOI Agent (as such term is defined in the Guaranty) and the LOI
Banks (as such term is defined in the Guaranty). All capitalized
terms used herein without definitions shall have the meanings given
such terms in the Credit Agreement.
1.
Joinder to Guaranty .
The undersigned, GLOBAL ENERGY
MARKETING LLC , a Delaware limited liability company (the
“ New Guarantor ” and, together with the
Initial Guarantors under the Guaranty as of the date hereof, the
“ Guarantors ”), hereby joins the Guaranty and
agrees to become and hereby is a Guarantor under the Guaranty and
to comply with and be bound by all of the terms, conditions and
covenants of the Guaranty. Without limiting the generality of
the preceding sentence, the undersigned agrees that it will be
jointly and severally liable, together with the other Guarantors,
for the payment and performance of all Obligations under the Credit
Agreement and the Guaranty as supplemented hereby.
2.
Joinder to Security Agreement .
The New Guarantor further covenants
and agrees that by its execution hereof it shall be bound and
hereby is bound by and shall comply with all terms and conditions
of that certain Security Agreement, dated as of October 4,
2005 (as amended and in effect from time to time, the “
Security Agreement ”), by and among each of the
Borrowers and the Administrative Agent, and thereby and hereby
grants to the Administrative Agent, for the benefit of the Lenders,
the L/C Issuer the LOI Banks, the LOI Agent and the Administrative
Agent, to secure the payment and performance in full of all of the
Obligations, a security interest in and so pledges and collaterally
assigns to the Administrative Agent, the following properties,
assets and rights of the New Guarantor, wherever located, whether
now owned or hereafter acquired or arising, and all proceeds and
products thereof (all of the same being hereinafter called the
“ Collateral ”): all personal and fixture
property of every kind and nature including all goods (including
inventory, equipment and any accessions thereto), instruments
(including promissory notes), documents (including, if applicable,
electronic documents), accounts (including health-care-insurance
receivables), chattel paper (whether tangible or electronic),
deposit accounts, letter-of-credit rights (whether or not the
letter of credit is evidenced by a writing), commercial tort
claims, securities and all other investment property, supporting
obligations, any other contract rights or rights to the payment of
money, insurance claims and proceeds, and all general intangibles
(including all payment intangibles). The Administrative Agent
acknowledges that the attachment of its security interest in any
commercial tort claim as original collateral is subject to the New
Guarantor’s compliance with §4.7 of the Security
Agreement.
The New Guarantor has executed and
delivered a duly completed Perfection Certificate as of the date
hereof and attached as Exhibit A hereto (the “
Perfection Certificate ”), and represents and
warrants as provided in the Security Agreement with respect to the
matters set forth in the Perfection Certificate. The
undersigned further covenants and agrees that by its execution
hereof it shall provide all such information, complete all such
forms, and take all such actions, and enter into all such
agreements, in form and substance reasonably satisfactory to the
Administrative Agent that are reasonably deemed necessary by the
Administrative Agent in order to grant a valid, first-priority
perfected security interest to the Administrative Agent in all of
the Collateral.
3.
New Guarantor’s Representations and Warranties
.
The New Guarantor hereby
acknowledges, and, as applicable, represents and warrants, the
following:
(a)
it is a Delaware limited liability company organized on or prior to
the date hereof;
(b)
it is a wholly-owned Subsidiary of OLLC;
2
(c)
its chief executive office and principal place of business is that
indicated on the Perfection Certificate;
(d)
its books and records are kept at its chief executive office and
principal place of business;
(e)
no provision of its governing documents prohibits the New Guarantor
from making distributions to OLLC;
(f)
it is capable of complying with and is in compliance with all of
the provisions of the Guaranty and those provisions of the Credit
Agreement and other Loan Documents applicable to it;
(g)
except as set forth in Schedule 3(g) attached hereto and
incorporated herein by reference, each of the representations and
warranties set forth in the Guaranty and in Article 5 of the
Credit Agreement (to the extent applicable to a Loan Party) is true
and correct in all material respects with respect to the New
Guarantor as of the date hereof (except to the extent of changes
resulting from transactions contemplated or permitted by the Credit
Agreement and the other
