TENTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVERWaiver Agreement |
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GLOBAL PARTNERS LP | FORTIS CAPITAL CORP | GLEN HES CORP | GLOBAL COMPANIES LLC | GLOBAL GP LLC | GLOBAL MONTELLO GROUP CORP | GLOBAL OPERATING LLC | JPMORGAN CHASE BANK, NA | KEYBANK NATIONAL ASSOCIATION | SOVEREIGN BANK. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
TENTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER
This Tenth Amendment to Credit Agreement and Limited Waiver (this “ Tenth Amendment ”) is made as of September 26, 2008, 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 (“ Sandwich ” and, collectively with OLLC, Global, Glen Hes and Montello, 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 “ Initial Guarantors and each individually, an “ Initial 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 and L/C Issuer (as each such term is defined in the Credit Agreement), amending certain provisions of 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 the Borrowers, the Initial Guarantors, the Lenders, the Administrative Agent and the L/C Issuer. Terms not otherwise defined in the Credit Agreement shall have the same respective meanings herein as therein.
WHEREAS , the Loan Parties, the Lenders, the Administrative Agent and the L/C Issuer 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 1.1 of the Credit Agreement is hereby amended as follows:
(a) the definition of “Obligations” contained in Section 1.1 of the Credit Agreement is hereby amended by inserting immediately after the words “with respect to any Loan or Letter of Credit” which appears in such definition the words “or Secured Cash Management Agreements”; and
(b) Section 1.1 of the Credit Agreement is further amended by inserting the following definitions in the appropriate alphabetical order:
“ Availability Limitation Amount” means, as of the relevant date of determination, the sum of (a) the Swap Termination Value Amount as of such date plus (b) the Setoff Amount as of such date.
“ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.
“ Cash Management Bank ” means any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.
“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.
“ Setoff Amount” means, notwithstanding the waiver of any right of setoff or other similar claim which an account debtor may have agreed to with respect to any Eligible Receivable (the “Setoff Waiver”), as of the relevant date of determination, the amount of such Eligible Receivable which would be subject to a right of setoff or similar claim to the extent such Setoff Waiver is not enforced or did not exist.
“ Swap Termination Value Amount ” means, as of any relevant date of determination, the Swap Termination Value of all Swap Contracts which constitute Loan Documents, provided , to the extent a Loan Party has no obligation under any Swap Contract as of such date, or is otherwise owed money from the counterparty thereunder (i.e. is “in the money” thereunder), then the Swap Termination Value Amount for such Swap Contract as of such date of determination shall be $0, provided however , notwithstanding the foregoing, to the extent the Swap Termination Value of a Swap Contract with a Lender is a positive number (i.e. a Loan Party is “in the money”) and the Swap Termination Value of another Swap Contract with a different Lender is a negative number (i.e. a Loan Party is “out of the money”), the Swap Termination Value Amount shall be the net results of such Swap Termination Values.
§2. Amendment to Section 2 of the Credit Agreement . Section 2 of the Credit Agreement is hereby amended as follows:
(a) Section 2.1(a)(i) of the Credit Agreement is hereby amended by deleting the words “ provided , however , that after giving effect to any Borrowing of a WC Revolver Loan (i) the Total WC Revolver Outstandings shall not exceed the lesser of (1) the Total WC Revolver Commitment as in effect on such date and (2) the Borrowing Base at such time” which appear in the first sentence of Section 2.1(a)(i) and substituting in place thereof the words “ provided , however , that after giving effect to any Borrowing of a WC Revolver Loan (i) the Total WC Revolver Outstandings shall not exceed the lesser of (1) the Total WC Revolver Commitment as in effect on such date and (2) the Borrowing Base at such time minus the Availability Limitation Amount at such time”.
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(b) Section 2.2(f) of the Credit Agreement is hereby amended by inserting at the end of the text thereof the following sentence: “In addition, the Availability Limitation Amount shall be determined at the times the Borrowers determine their
