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”.
2
(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
