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Sale 1608

Global Partners LP | Final Sale

Convenience Stores with Gas

CT, MA, MD, ME, NH, NY & RI

Financing Available | Sold With or Without Supply

General Information

SEALED BID SALE. Global Partners LP and its subsidiaries (“Seller”) is offering to sell eighty- six (86) properties located in Connecticut, Massachusetts, Maryland, Maine, New Hampshire, New York, and Rhode Island (individually, a “Property” and collectively, the “Properties”) by sealed bid sale. Seller has retained NRC Realty & Capital Advisors, LLC (“NRC”) to coordinate the offering and sale of the Properties.

SUBMITTING BIDS. Sealed bids are required to be sent to NRC at:

NRC Realty & Capital Advisors, LLC
350 W. Ontario, 4th Floor
Chicago, IL 60654
ATTN: SEALED BID SALE 1608

OFFERED PROPERTIES

COCO PROPERTIES. Seller is offering to sell nineteen (19) company owned, company operated gas stations with convenience stores (individually, a “COCO Property” and collectively, the “COCO Properties”). All of the COCO Properties are operational. Each COCO Property includes the fee interest in the real property, and any improvements, fixtures and equipment owned by Seller, plus petroleum and convenience store inventory (which are to be paid for separately as set forth below).

CLCO PROPERTIES. Seller is offering to sell three (3) company leased, company operated gas stations with convenience stores (individually, a “CLCO Property” and collectively, the “CLCO Properties”). All of the CLCO Properties are operational. Each CLCO Property includes an assignment of the underlying lease agreement, and any improvements, fixtures and equipment owned by Seller, plus petroleum and convenience store inventory (which are to be paid for separately as set forth below).

CODL PROPERTIES. Seller is offering to sell nine (9) company owned, dealer operated gas stations with convenience stores (individually, a “CODL Property” and collectively, the “CODL Properties”). All of the CODL Properties are operational. Each CODL Property includes the fee interest in the real property, and any improvements, fixtures and equipment owned by Seller. Each CODL Property includes an assignment of the dealer lease and fuel supply agreement at each location. Inventory will not be sold with CODL Properties.

CLDL PROPERTIES. Seller is offering to sell eighteen (18) company leased, dealer operated gas stations with convenience stores (individually, a “CLDL Property” and collectively, the “CLDL Properties”). All of the CLDL Properties are operational. Each CLDL Property includes an assignment of the underlying lease agreement, and any improvements, fixtures and equipment owned by Seller. Each CLDL Property includes an assignment of the dealer lease and fuel supply agreement at each location. Inventory will not be sold with CLDL Properties.

COCA PROPERTIES. Seller is offering to sell twenty-one (21) company owned properties currently being operated as (i) gas stations by commissioned agents on behalf of the Seller; and (ii) convenience stores by commissioned agents (individually, a “COCA Property” and collectively, the “COCA Properties”). All of the COCA Properties are operational. Each COCA Property includes the fee interest in the real property, and any improvements, fixtures and equipment owned by Seller, plus petroleum inventory (which is to be paid for separately as set forth below). Each COCA Property includes an assignment of the convenience store lease and commission agent agreement for each property.

CLCA PROPERTIES. Seller is offering to sell thirteen (13) company leased properties currently being operated as (i) gas stations by commissioned agents on behalf of the Seller; and (ii) convenience stores by commissioned agents (individually, a “CLCA Property” and collectively, the “CLCA Properties”). All of the CLCA Properties are operational. Each CLCA Property includes an assignment of the underlying lease agreement, and any improvements, fixtures and equipment owned by Seller, plus petroleum inventory (which is to be paid for separately as set forth below). Each CLCA Property includes an assignment of the convenience store lease and commission agent agreement for each property.

COV PROPERTIES. Seller is offering to sell two (2) company owned properties that are currently vacant and were most recently operated as gas stations with convenience stores (individually, a “COV Property” and collectively, the “COV Properties”). All COV Properties are offered with the fee interest in the real property, and any improvements, fixtures and equipment owned by Seller.

CLV PROPERTY. Seller is offering to sell one (1) company leased property that is currently vacant and was most recently operated as a gas station with convenience store (“CLV Property”). The CLV Property is being offered with the leasehold interest in the real property, and any improvements, fixtures and equipment owned by Seller.

Equipment leased by Seller or owned by third parties will not be sold with the Properties and will be removed prior to closing.

The Properties may be offered with or without a fuel supply agreement and prospective bidders may make their offers according to their preference. Although offers without a fuel supply agreement will be entertained, Seller’s preference is to sell all Properties with a fuel supply agreement subject to the terms of a fuel supply agreement to be provided by NRC which the prospective bidder should submit with its bid submittal. Terms and conditions of the fuel supply agreement will be subject to credit approval, and the amount and type of collateral (including a personal guaranty) that the Seller will require to be posted by the purchaser of the Property will be dependent upon the creditworthiness of the purchaser. Please see the Property Specific Package (“PSP”) for each Property for specific details and additional terms.

TERMS AND CONDITIONS. The offering and sale of the Properties in this sealed bid sale are subject to the terms and conditions defined in this agreement (the “Terms and Conditions”). Prospective bidders are advised to carefully review the Terms and Conditions. Failure to comply either as a participant in the sale or in the preparation or submission of a sealed bid, may, in the sole discretion of Seller or NRC with Seller’s consent, cause a sealed bid to be deemed non-conforming (a “Non-Conforming Bid”) and/or disqualified from consideration. NRC and Seller reserve the right to amend, supplement or modify these Terms and Conditions from time to time, without consent from or notice to prospective bidders. In the event the Terms and Conditions conflict with a provision of the Purchase and Sale Agreement (“PSA”) relating to a Property, the provision of the applicable PSA shall be controlling.

PROPERTY INSPECTIONS. Properties that are currently operating may be inspected during normal business hours from 8:30 a.m. to 5:00 p.m. local time, Monday through Saturday. All pre-bid inspections are limited to non-invasive investigations. UNDER NO CIRCUMSTANCES MAY PROSPECTIVE BIDDERS ASK QUESTIONS OF CUSTOMERS AT ANY PROPERTY, ANY EMPLOYEE WORKING AT THE PROPERTY, OR ANY DEALERS OR COMMISSION AGENTS AT ANY PROPERTY. BIDDERS VIOLATING THIS REQUIREMENT MAY BE DISQUALIFIED FROM BIDDING. All questions should be directed to NRC at (800) 747-3342, ext. 1608.

PROPERTY SPECIFIC PACKAGES. A PSP for each Property is available for download at http://www.nrc.com/1608. Each PSP contains, as available, physical, legal, environmental and financial due diligence information specific to the Property. A PSP may include, as applicable, tax bills, surveys or site plans, title commitments, UST information and remediation reports. PSPs are also available on CD-ROM at a cost of $25 per CD-ROM. PSPs may be purchased by calling NRC at (800) 747-3342, ext. 1608.

CONFIDENTIALITY AGREEMENT. Certain information that prospective bidders may receive in connection with this sealed bid sale is proprietary and non-public information that Seller considers confidential (“Confidential Information”), including, without limitation, Confidential Information contained in a PSP. Accordingly, each prospective bidder is required to sign and return a Confidentiality Agreement (“Confidentiality Agreement”) to NRC online, by mail, or fax prior to receiving a PSP. A Confidentiality Agreement is available for download on the NRC website at http://www.nrc.com/1608 or by calling NRC at (800) 747-3342, ext. 1608.

BUYERS PREMIUM. Each successful bidder will pay to Seller, in addition to the purchase price, an amount equal to two percent (2%) of the purchase price of the Property at closing (“Buyers Premium”).

BROKER PARTICIPATION. A fee equal to three percent (3%) of the purchase price of each fee Property, net of Buyers Premium, will be paid by NRC upon the closing of escrow of the sale of such Property pursuant to the PSA to any licensed broker or agent whose registered prospect consummates the sale. A fee equal to the greater of (i) three percent (3%) of the purchase price of each leased Property, net of Buyers Premium: or (ii) $2,500, will be paid by NRC upon the closing of escrow of the sale of such Property pursuant to the PSA to any licensed broker or agent whose registered prospect consummates the sale. A BROKER WHO REPRESENTS A CURRENT LICENSEE OF A PROPERTY WILL NOT BE ELIGIBLE FOR THIS FEE. Brokers must register their prospect(s) with NRC no less than three (3) days prior to the Bid Deadline by completing the Co-Op Broker registration in the form provided by NRC without modification, and faxing it to NRC at (312) 278-6900, referencing Sale 1608. All such Co-Op Broker registrations are not effective until accepted in writing by NRC and NRC shall have the authority to determine if any registration is accepted based upon the requirements of these Terms and Conditions and the Co-Op Broker registration document, in its sole judgment. No registration will be accepted by NRC and no commissions will be paid in connection with any prospect who has previously expressed interest in the Property with Seller or its agents or who has been contacted by NRC. No commissions will be paid on any Property to any broker participating as a principal in the purchase of the Property or who has a direct or indirect ownership interest in purchaser, and an affidavit may be required stating that the broker is acting solely as broker and not as purchaser and has no direct or indirect ownership interest in purchaser. NO OTHER FORM OR ORAL REGISTRATION IS PERMITTED.

DISCLAIMER. Although information in this Brochure has been obtained from sources deemed reliable, NRC, Seller or any of their representatives, brokers or agents makes no guarantee as to its accuracy, and the Properties are offered without express or implied warranty of any kind. Any Property may be withdrawn from the sale at any time without notice. Sale is conducted in conjunction with the following state-license brokers: CT-Auction Advisors, LLC, License #REB.0758959; MA-NRC Realty & Capital Advisors of MA, LLC, License #10161; MD-NRC Realty & Capital Advisors of MD, LLC, Donald Plunkett, License #655383; ME-Continental Real Estate Group, Inc., License #AC90602483; NH-National Real Estate Clearinghouse of NH, LLC, License #070084; NY-Auction Advisors, License #10991209380; RI-Continental Real Estate Group, Inc., License #C15997.