GLOBAL PARTNERS LP, GLP FINANCE CORP. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF

Exhibit 4.5

 

Execution Copy

 

 

GLOBAL PARTNERS LP,

 

GLP FINANCE CORP.

 

AND

 

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF

 

 

6.25% SENIOR NOTES DUE 2022

 

 

THIRD SUPPLEMENTAL INDENTURE

 

Dated as of September 11, 2015

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

 

As Trustee

 

 

 

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of September 11, 2015, is entered into between Global Partners LP, a Delaware limited partnership (the “Partnership”), GLP Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Partnership, the “Issuers”), Global Operating LLC, a Delaware limited liability company (“Global Operating”), Global Companies LLC, a Delaware limited liability company (“Global Companies”), ▇▇▇▇ Hes Corp., a Delaware corporation (“▇▇▇▇ Hes”), Global Montello Group Corp., a Delaware corporation (“Global Montello”), Chelsea Sandwich LLC, a Delaware limited liability company (“Chelsea Sandwich”), Global Energy Marketing LLC, a Delaware limited liability company (“GEM”), Global Energy Marketing II LLC, a Delaware limited liability company (“GEM II”), Global CNG LLC, a Delaware limited liability company (“CNG”), ▇▇▇▇▇▇ Equities, Inc., a Delaware corporation (“WEI”), Maryland Oil Company, Inc., a Delaware corporation (“Maryland Oil”), Alliance Energy LLC, a Massachusetts limited liability company (“Alliance”), ▇▇▇▇▇▇ Oil LLC, a Massachusetts limited liability company (“Bursaw”), ▇▇▇▇▇ Petroleum Company, Inc., a Massachusetts corporation (“Drake”), Cascade ▇▇▇▇▇ Holdings LLC, an Oregon limited liability company (“Cascade ▇▇▇▇▇”), Global Partners Energy Canada ULC, an Alberta unlimited liability corporation (“Global Canada”), Warex Terminals Corporation, a New York corporation (“Warex”), and Puritan Oil Company, Inc., a New Jersey corporation (“Puritan Oil” and, together with Global Operating, Global Companies, ▇▇▇▇ Hes, Global ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Sandwich, GEM, GEM II, CNG, WEI, Maryland Oil, Alliance, Bursaw, Drake, Cascade ▇▇▇▇▇, Global Canada and Warex, the “Guarantors”), and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”).  The Issuer and the Trustee agree as follows for the benefit of the holders (the “Holders”) of the 6.25% Notes due 2022 of the Issuers (the “Notes”):

 

WHEREAS, the Issuers, the Guarantors and the Trustee are parties to that certain Indenture dated as of June 24, 2014, as supplemented by the Supplemental Indenture, dated as of September 24, 2014, and the Second Supplemental Indenture, dated as of January 7, 2015 (together, the “Original Indenture”), relating to the Notes;

 

WHEREAS, Section 9.01(d) of the Original Indenture provides that the Issuers, the Guarantors and Trustee, without the consent of the Holders, may amend or supplement the Original Indenture to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder, provided that any change to conform the Original Indenture to the Offering Memorandum shall not be deemed to adversely affect such legal rights;

 

WHEREAS, the Issuers and the Guarantors desire and have requested the Trustee to join with them in entering into this Third Supplemental Indenture for the purpose of amending the Original Indenture in certain respects as permitted by Section 9.01(d) of the Original Indenture;

 

WHEREAS, the Issuers and the Guarantors have determined that Global Operating was inadvertently omitted from the signature page of the Original Indenture as a guarantor of the Notes, which resulted in the definition of the “Guarantors” in the Original Indenture being inconsistent with the definition of the same, contained in the Offering Memorandum;

 

WHEREAS, the Issuers have delivered to the Trustee simultaneously with the execution and delivery of this Third Supplemental Indenture an Officers’ Certificate and Opinion of

 

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Counsel relating to this Third Supplemental Indenture as contemplated by Sections 11.04 and 11.05 of the Original Indenture; and

 

WHEREAS, all acts and requirements necessary to make this Third Supplemental Indenture the legal, valid and binding obligation of the Issuers and the Guarantors have been done.

 

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the Holders as follows:

 

ARTICLE I

 

AMENDMENTS TO INDENTURE

 

Section 1.1                                    Amendment to Signature Page.  The signature pages of the Original Indenture is hereby replaced in its entirety with the signature page to this Third Supplemental Indenture, which includes Global Operating as a guarantor.

 

Section 1.2                                    Definition of Guarantors.  For the avoidance of doubt, the term Guarantors shall refer to the parties listed as “Guarantors” on the signature page to this Third Supplemental Indenture and shall include Global Operating.

 

ARTICLE II

 

MISCELLANEOUS PROVISIONS

 

Section 2.1                                    Defined Terms.  For all purposes of this Third Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Third Supplemental Indenture and defined in the Original Indenture have the meanings specified in the Original Indenture.

 

Section 2.2                                    Indenture.  Except as amended hereby, the Original Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect.  This Third Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Original Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Third Supplemental Indenture shall control.

 

Section 2.3                                    New York Law to Govern.  THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

Section 2.4                                    Effect of Headings.  The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

 

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Section 2.5                                    Counterparts.  This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

 

Section 2.6                                    Severability.  In case any one or more of the provisions in this Third Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

 

Section 2.7                                    Effectiveness.  The provisions of this Third Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto.

 

Section 2.8                                    The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Guarantors.

 

[Signature pages follow.]

 

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	SIGNATURES
	GLOBAL PARTNERS LP
	By:	Global GP LLC, its General Partner
		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Title:		Chief Financial Officer
	GLP FINANCE CORP.
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Chief Financial Officer

 

[SIGNATURE PAGE—THIRD SUPPLEMENTAL INDENTURE]

 

 

	GUARANTORS
	GLOBAL COMPANIES LLC
	GLOBAL ENERGY MARKETING LLC
	CHELSEA SANDWICH LLC
	ALLIANCE ENERGY LLC
	GLOBAL ENERGY MARKETING II LLC
	CASCADE ▇▇▇▇▇ HOLDINGS LLC
	GLOBAL CNG LLC
	By:	Global Operating LLC,
		its Sole Member
	By:	Global Partners LP,
		its Sole Member
	By:	Global GP LLC,
		its General Partner
		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Title:	Chief Financial Officer
	▇▇▇▇▇▇ OIL LLC
	By:	Alliance Energy LLC,
		its Sole Member
	By:	Global Operating LLC,
		its Sole Member
	By:	Global Partners LP,
		its Sole Member
	By:	Global GP LLC,
		its General Partner
		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Title:	Chief Financial Officer

 

[SIGNATURE PAGE—THIRD SUPPLEMENTAL INDENTURE]

 

 

	GLOBAL MONTELLO GROUP CORP.
	▇▇▇▇ HES CORP.
	▇▇▇▇▇▇ EQUITIES, INC.
	WAREX TERMINALS CORPORATION
	DRAKE PETROLEUM COMPANY, INC.
	PURITAN OIL COMPANY, INC.
	MARYLAND OIL COMPANY, INC.
	GLOBAL PARTNERS ENERGY CANADA ULC
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Chief Financial Officer
	GLOBAL OPERATING LLC
	By:	Global Partners LP, its Sole Member
	By:	Global GP LLC, its General Partner
		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Title:		Chief Financial Officer

 

[SIGNATURE PAGE—THIRD SUPPLEMENTAL INDENTURE]

 

 

	DEUTSCHE BANK TRUST COMPANY
	AMERICAS, as Trustee
	By:	DEUTSCHE BANK NATIONAL TRUST COMPANY
		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
			Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
			Title:	Vice President
		By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇
			Name:	▇▇▇▇▇ ▇▇▇▇▇
			Title:	Assistant Vice President

 

[SIGNATURE PAGE—THIRD SUPPLEMENTAL INDENTURE]