Exhibit 10.1


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this
“Second Amendment”) is made and
entered into as of August 24, 2007, by and among BUCKEYE PARTNERS, L.P., a
Delaware limited partnership (the “Borrower”),
the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its capacity
as administrative agent for the Lenders (the “Administrative
Agent”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, the Borrower, the several banks and other financial
institutions party thereto (collectively, the “Lenders”)
and the Administrative Agent are parties to that certain Credit Agreement,
dated as of November 13, 2006 (as amended, supplemented and modified from time
to time, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement as amended hereby), pursuant to
which the Lenders have made certain financial accommodations available to the
Borrower; and


 


WHEREAS, Buckeye Gas Storage LLC, a Delaware limited liability company
and a Restricted Subsidiary of the Borrower (“BGS”),
and certain other parties entered into a Purchase Agreement, dated as of July
24, 2007 (the “Purchase Agreement”),
pursuant to which, among other things, BGS agreed to purchase the membership
interests of Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi”); and


 


WHEREAS, the closing under the Purchase Agreement (the “Lodi Closing”) is subject to, among
other things, the satisfaction of certain conditions set forth in the Purchase
Agreement; and


 


WHEREAS, because Lodi and its Subsidiaries have incurred secured
indebtedness that will not be paid off at the Lodi Closing, absent an amendment
to, or waiver under, the Credit Agreement, the consummation of Lodi Closing
would constitute an Event of Default under the Credit Agreement; and


 


WHEREAS, the Borrower has requested that the Lenders and the
Administrative Agent amend certain provisions of the Credit Agreement, and
subject to the terms and conditions hereof, the Lenders are willing to do so;


 


NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of all of which are acknowledged, the Borrower, the Lenders and the
Administrative Agent agree as follows:


 


1.             Amendments.


 


(a)           Section 1.01 of the
Credit Agreement is hereby amended by adding the following new definitions of
“BGS,” “Lodi”, “Lodi Closing” and “Second Amendment Closing Date” in the


 

















 


appropriate alphabetical order and by replacing the definitions of
“EBITDA,” “Fee Letters,” “Restricted Subsidiary”, and “Termination Date” in
their entirety with the following:


 


“BGS” shall mean Buckeye Gas Storage
LLC, a Delaware limited liability company and a Restricted Subsidiary of the
Borrower.


 


“EBITDA” shall mean,
for any Person for any period commencing before October 1, 2006, the sum of (i)
Consolidated Net Income of such Person and its Consolidated Subsidiaries for
such period plus (ii) the following expenses or charges to the extent deducted
from Consolidated Net Income for such period: 
interest, taxes, depreciation, depletion, amortization and GP Incentive
Compensation Payments plus (iii) with respect to the Borrower and its
Consolidated Subsidiaries, Material Project EBITDA Adjustments, if any, of the
Borrower and its Consolidated Subsidiaries. EBITDA shall mean, for any Person
for any period commencing on or after October 1, 2006, the sum of (i)
Consolidated Net Income of such Person and its Consolidated Subsidiaries for
such period plus (ii) the following expenses or charges to the extent deducted
from Consolidated Net Income for such period: 
interest, taxes, depreciation, depletion and amortization plus (iii)
with respect to the Borrower and its Consolidated Subsidiaries, Material
Project EBITDA Adjustments, if any, of the Borrower and its Consolidated
Subsidiaries. With respect to the Borrower, if during any period the Borrower
or any Subsidiary acquires any Person and such acquired Person becomes a
Restricted Subsidiary, or the Borrower or a Restricted Subsidiary acquires all
or substantially all of the assets of any Person, the EBITDA attributable to
such Person or assets for such period determined on a pro forma basis (as
reasonably diligenced by  the Borrower)
may be included in EBITDA for the calculation of the Funded Debt Ratio. From
and after the Lodi Closing, EBITDA shall include, as a positive amount, the
amount, if any, by which the accounting expense associated with any ground
lease obligations of Lodi and its Subsidiaries exceeds the cash expenditures
payable with respect to such lease obligations.


 


“Fee Letters” shall mean (i) that
certain letter agreement among SunTrust Capital Markets, Inc., SunTrust and the
Borrower, dated August 1, 2007 and (ii) that certain letter agreement among
Wachovia Capital Markets, Inc., Wachovia Bank, National Association and the
Borrower, dated July    , 2007, in each case as the same may be
amended or replaced from time to time, concerning certain fees in connection
with this Agreement and any agreements or instruments executed in connection
herewith.


 


“Lodi
Closing” shall mean the consummation of the transactions contemplated by that certain
Purchase Agreement dated as of July 24, 2007, among BGS and certain other
parties, pursuant to which, among other things, BGS agreed to purchase all of
the membership interests in Lodi.


 


“Lodi” shall
mean Lodi Gas Storage, L.L.C., a Delaware limited liability company.


 

















 


“Restricted Subsidiary”
shall mean those Persons listed on Exhibit D-1 and any Subsidiary of the
Borrower or of any Restricted Subsidiary that has not been designated by the
Borrower, within 30 days after its creation or acquisition, as an Unrestricted
Subsidiary. The Borrower may thereafter redesignate an Unrestricted Subsidiary
as a Restricted Subsidiary, and it will thereafter be a Restricted Subsidiary;
provided, that such Restricted Subsidiary may not thereafter be redesignated as
an Unrestricted Subsidiary, and provided, further, that no Subsidiary may be
designated as an Unrestricted Subsidiary at any time other than within 30 days
after its creation or acquisition. Each Restricted Subsidiary (other than
Laurel Pipe Line Company, L.P., WesPac Pipelines-Reno, LLC and BGS) in
existence prior to the Second Amendment Closing Date shall have executed a
Guaranty. To qualify as a Restricted Subsidiary, each other Unrestricted
Subsidiary designated by the Borrower as a Restricted Subsidiary shall be in a
line of business as is permitted for the Borrower under the Borrower
Partnership Agreement, and at the time such Subsidiary is designated as a
Restricted Subsidiary no Default shall exist or result from such designation.


 


“Second Amendment Closing
Date” shall mean August 24, 2007.


 


“Termination Date”
shall mean shall mean the earlier to occur
of (i) the fifth anniversary of the Second Amendment Closing Date, or, if the
Borrower has requested an extension of the Termination Date pursuant to Section
2.11, the first anniversary of the then applicable Extension Effective
Date, and (ii) the date that the
Revolving Credit Commitments are terminated pursuant to Section 2.03(a) or
10.02; provided, however,
that the Termination Date of any Lender that is a Declining Lender with respect
to any requested extension pursuant to Section 2.11 shall be the earlier of (x)
the Termination Date in effect immediately prior to such extension and (y) the
date on which the Revolving Credit Commitments are terminated pursuant to
Section 2.03(a) or 10.02.


 


(b) Section 2.03 of the Credit Agreement is hereby
amended by replacing Subsection (c)(i) with the following Subsection (c)(i):


 


(i) So long as no Event of Default has occurred
and is continuing both on the date of such request and on the effective date of
such increase, from time to time after the Closing Date, Borrower may, upon at
least 30 days’ written notice to the Agent, who shall promptly notify the
Lenders, propose to increase the Aggregate Revolving Credit Commitment by an
amount not to exceed $200,000,000 less the principal amounts of any commitments
provided on the Closing Date in excess of $600,000,000 (the amount of any such
increase, the “Additional
Revolving Credit Commitment Amount”). Each Lender shall
have the right for a period of 15 days following receipt of such notice, to
elect by written notice to the Borrower and the Agent to increase its Revolving
Credit Commitment by a principal amount equal to or less than its Percentage
Share of the Additional Revolving Credit Commitment Amount. No Lender (or any
successor thereto) shall have any obligation to increase its Revolving Credit
Commitment or its other obligations under this Agreement and the other Loan
Documents, and any decision by a


 

















 


Lender to increase its Revolving Credit Commitment shall be made in its
sole discretion independently from any other Lender.


 


(c)           Section
2.11 of the Credit Agreement is hereby amended by replacing the first sentence
of such section in its entirety with the following sentence:


 


From time to time, but at
least 45 days prior to the scheduled Termination Date then in effect, the
Borrower may (but in no event more than once per calendar year or twice in the
aggregate during the term of this Agreement), by written notice to the Agent,
request that the scheduled Termination Date then in effect be extended for a
twelve-month period, effective as of a date selected by the Borrower (the “Extension Effective Date”); the
Extension Effective Date shall be at least 45 days, but not more than 60 days,
after the date such extension request is received by the Agent (the “Extension Request Date”).


 


(d)           Sections
8.04, 8.10 and 9.19 of the Credit Agreement are hereby deleted in their
entirety.


 


(e)           Section
9.01 of the Credit Agreement is hereby amended deleting the word “and” from the
end of Subsection (g), by replacing Subsection (h) with the following
Subsection (h) and by adding the following Subsection (i) to such Section:


 


(h) Other unsecured Debt of the
Borrower and the Restricted Subsidiaries so long as at the time such Debt is
incurred, and after giving pro forma effect to the incurrence and applications
of the proceeds thereof, the Borrower shall be in pro forma compliance with the
financial covenants contained in Section 9.12 and no Default or Event of
Default shall have occurred and be continuing and provided that no Restricted
Subsidiary which is not also a Guarantor shall incur third-party debt in excess
of $25,000,000 in the aggregate; and


 


(i) From and after the
Lodi Closing, Debt of Lodi and its Subsidiaries (the “Lodi
Debt”); provided that such Debt will be repaid within 15
Business Days of the Lodi Closing.


 


(f)            Section
9.02 of the Credit Agreement is hereby amended deleting the word “and” from the
end of Subsection (c), by removing the period and inserting the word “and” at
the end of Subsection (d) and by adding the following Subsection (e) to such
Section:


 


(e) Liens securing the
Lodi Debt; provided that such Liens are terminated within 15 Business Days of
the Lodi Closing.


 


(g) Section 9.12 of the Credit Agreement is hereby
amended by replacing such section in its entirety with the following:


 


SECTION 9.12 
Funded Debt Ratio.


 


The Borrower
will not permit the Funded Debt Ratio as of the end of any fiscal quarter to be
greater than 5.00 to 1.00 (the “Required
Threshold”),


 

















 


provided,
however, that for a period of up to three consecutive
quarters within any twelve-month period, the Funded Debt Ratio may exceed the
Required Threshold for such period (an “Increased
Funded Debt Ratio Period”) as a result of any
acquisitions consummated by the Borrower or any Restricted Subsidiary during
such Increased Funded Debt Ratio Period with an aggregate purchase price in
excess of $25,000,000, but shall in no event exceed 5.50 to 1.00 during such
Increased Funded Debt Ratio Period; provided, further,
that no Increased Funded Debt Ratio Period shall occur sooner than two
consecutive quarters after the end of any other Increased Funded Debt Ratio
Period.


 


(h) Annex I of the Credit Agreement is hereby amended
by replacing such Annex in its entirety with the Annex I attached hereto as
Exhibit A.


 


(i) Exhibit D-1 of the Credit Agreement is hereby
amended by replacing such Exhibit in its entirety with the Exhibit D-1 attached
hereto as Exhibit B.


 


(j) Schedule 9.03 of the Credit Agreement is hereby
amended by replacing such Schedule in its entirety with the Schedule 9.03
attached hereto as Exhibit C.


 


2.             Release from Guaranty. Laurel Pipe
Line Company, L.P. is hereby released from all Obligations, whether past,
present or future, including its Contribution Obligation (as such term is
defined in the Guaranty) under that certain Guaranty dated on or about January
30, 2007 (the “Laurel Guaranty”) by certain
Subsidiaries of the Borrower in favor of the Administrative Agent for the
Lenders. The effective date of the release shall be the date on which this
Second Amendment becomes effective. Notwithstanding the foregoing release,
Laurel Pipe Line Company, L.P. shall continue to be deemed to be a Restricted
Subsidiary.


 


3.             Conditions to Effectiveness of this Second
Amendment. Notwithstanding any other provision of this Second
Amendment and without affecting in any manner the rights of the Lenders
hereunder, it is understood and agreed that this Second Amendment shall not
become effective, and the Borrower shall have no rights under this Second
Amendment, until the Administrative Agent shall have received (i) reimbursement
or payment of its costs and expenses incurred in connection with the
preparation, execution and delivery of this Second Amendment, including all
fees set forth in the Fee Letters on the dates and to the parties specified
therein, and including, without limitation, the reasonable fees and
out-of-pocket expenses of outside counsel for the Administrative Agent with
respect thereto, (ii) executed counterparts to this Second Amendment from the
Borrower, the Guarantors and the Required Lenders as well as additional
promissory notes, and other loan documents as the Administrative Agent may
reasonably request, (iii) delivery of certified copies of organizational
documents, including bylaws, authorizing resolutions of board of directors, and
incumbency certificates for the Borrower, (iv) receipt of certified copies of
all consents, approvals, authorizations, registrations, or filings required to
be made or obtained by the Borrower in connection with the loan documents and
(v) receipt of favorable opinion of counsel for the Borrower and each
Guarantor.


 


4.             Representations and Warranties. To
induce the Lenders and the Administrative Agent to enter into this Second
Amendment, each of the Borrower, the General Partner and the


 

















 


Guarantors (collectively, the “Loan Parties”) hereby represents
and warrants to the Lenders and the Administrative Agent that:


 


(a)           The execution and
delivery by such Loan Party of this Second Amendment and the performance of
this Second Amendment and the Credit Agreement as amended hereby (i) are
within such Loan Party’s power and authority; (ii) have been duly
authorized by all necessary partnership, limited liability company, partner
and/or member action; (iii) are not in contravention of any provision of
such Loan Party’s certificate of formation, certificate of partnership,
partnership agreement, operating agreement or other organizational documents;
(iv) do not violate any law or regulation, or any order or decree of any
Governmental Authority; (v) do not conflict with or result in the breach
or termination of, constitute a default under or accelerate any performance
required by, any indenture, mortgage, deed of trust, lease, agreement or other
instrument to which such Loan Party or any of its Subsidiaries is a party or by
which such Loan Party or any such Subsidiary or any of their respective
property is bound; (vi) do not result in the creation or imposition of any Lien
upon any of the property of such Loan Party or any of its Subsidiaries; and
(vii) do not require the consent or approval of any Governmental Authority
or any other Person;


 


(b)           This Second
Amendment has been duly executed and delivered for the benefit of or on behalf
of each Loan Party and constitutes a legal, valid and binding obligation of
each Loan Party, enforceable against such Loan Party in accordance with its
terms except as the enforceability hereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and other similar
laws of general application relating to or affecting creditors’ rights and
general principles of equity; and


 


(c)           After giving effect
to this Second Amendment, the representations and warranties contained in the
Credit Agreement and the other Loan Documents are true and correct in all
material respects, and no Default or Event of Default has occurred and is
continuing as of the Second Amendment Closing Date.


 


5.             Reaffirmations and Acknowledgments.


 


Except with respect to the Laurel Guaranty which is being terminated as
provided in Section 2 of this Second Amendment, each Guarantor consents to the
execution and delivery by the Borrower of this Second Amendment and jointly and
severally ratifies and confirms the terms of its Guaranty with respect to the
indebtedness now or hereafter outstanding under the Credit Agreement as amended
hereby and all promissory notes issued thereunder. Except with respect to the
Laurel Guaranty which is being terminated as provided in Section 2 of this
Second Amendment, each Guarantor acknowledges that, notwithstanding anything to
the contrary contained herein or in any other document evidencing any
indebtedness of the Borrower to the Lenders or any other obligation of the
Borrower, or any actions now or hereafter taken by the Lenders with respect to
any obligation of the Borrower, its Guaranty (i) is and shall continue to be a
primary obligation of such Guarantor, (ii) is and shall continue to be an
absolute, unconditional, joint and several, continuing and irrevocable guaranty
of payment, and (iii) is and shall continue to be in full force and effect in
accordance with its terms. Except as set forth in


 

















 


Section 2 of this Second Amendment, nothing contained herein to the
contrary shall release, discharge, modify, change or affect the original
liability of the Guarantors under the Guaranties.


 


6.             Effect of Amendment. Except as set
forth expressly herein, all terms of the Credit Agreement, as amended hereby,
and the other Loan Documents shall be and remain in full force and effect and
shall constitute the legal, valid, binding and enforceable obligations of the
Borrower to the Lenders and the Administrative Agent. The execution, delivery
and effectiveness of this Second Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders
under the Credit Agreement, nor constitute a waiver of any provision of the
Credit Agreement. This Second Amendment shall constitute a Loan Document for
all purposes of the Credit Agreement.


 


7.             Governing Law. This Second
Amendment shall be governed by, and construed in accordance with, the internal
laws of the State of New York and all applicable federal laws of the United
States of America.


 


8.             No Novation. This Second Amendment
is not intended by the parties to be, and shall not be construed to be, a
novation of the Credit Agreement or an accord and satisfaction in regard
thereto.


 


9.             Counterparts. This Second Amendment
may be executed by one or more of the parties hereto in any number of separate
counterparts, each of which shall be deemed an original and all of which, taken
together, shall be deemed to constitute one and the same instrument. Delivery
of an executed counterpart of this Second Amendment by facsimile transmission
or by electronic mail in pdf form shall be as effective as delivery of a
manually executed counterpart hereof.


 


10.           Costs and
Expenses. The Borrower agrees to pay on demand all reasonable
costs and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Second Amendment, including,
without limitation, the reasonable fees and out-of-pocket expenses of outside
counsel for the Administrative Agent with respect thereto.


 


11.           Binding
Nature. This Second Amendment shall be binding upon and inure to
the benefit of the parties hereto, their respective successors,
successors-in-titles, and assigns.


 


12.           Entire
Understanding. This Second Amendment sets forth the entire
understanding of the parties with respect to the matters set forth herein, and
shall supersede any prior negotiations or agreements, whether written or oral,
with respect thereto.


 


[Signature Pages To Follow]


 
















 


IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.


 


	
  BORROWER:

  	
   

  	
   

  	
  BUCKEYE PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Buckeye GP LLC, its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  GUARANTORS: BUCKEYE PIPE LINE COMPANY,

  
	
   

  	
   

  	
   

  	
  L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
  MAINLINE L.P.

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
  MAINLINE GP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BUCKEYE PIPE LINE HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
  MAINLINE L.P.

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
  MAINLINE GP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BUCKEYE GULF COAST HOLDINGS I, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Acting Chief Financial Officer

  
										



 

















 


	
   

  	
   

  	
  BUCKEYE GULF COAST HOLDINGS II, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE GULF COAST PIPE LINES, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  BUCKEYE GULF COAST HOLDINGS I,  LLC

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE TERMINALS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NORCO PIPE LINE COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EVERGLADES PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  MAINLINE L.P.

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  MAINLINE GP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  WOOD RIVER PIPE LINES LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE PIPE LINE TRANSPORTATION LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE TEXAS PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  BUCKEYE GULF COAST HOLDINGS I, LLC

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE NGL PIPE LINES LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FERRYSBURG TERMINAL, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SOLELY FOR PURPOSES OF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2 HEREOF:

  	
   

  	
  LAUREL PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  MAINLINE L.P.

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  MAINLINE GP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ VANCE POWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Vance Powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Acting Chief Financial Officer

  



 

















 


	
  LENDER, ISSUING BANK

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AND AGENT:

  	
   

  	
   

  	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ CARMEN MALIZIA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Carmen Malizia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ ADAM H. FEY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Adam H. Fey

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ TODD MOGIL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Todd Mogil

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ LARRY ROBINSON

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Larry Robinson

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ GREGORY E. GEORGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Gregory E. George

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  



 
















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TARA NARASIMAN

  
	
   

  	
   

  	
  Name:

  	
  Tara Narasiman

  
	
   

  	
   

  	
  Title:

  	
  Associate

  



 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL PRITCHETT

  
	
   

  	
   

  	
  Name:

  	
  Paul Pritchett

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RAINER MEIGR

  
	
   

  	
   

  	
  Name:

  	
  Rainer Meigr

  
	
   

  	
   

  	
  Title:

  	
  VP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ OLIVER SCHWARTZ

  
	
   

  	
   

  	
  Name:

  	
  Oliver Schwartz

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND plc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PATRICIA J. DUNDEE

  
	
   

  	
   

  	
  Name:

  	
  Patricia J. Dundee

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 

















 


	
   

  	
  THE BANK OF TOKYO-MITSUBISHI UFJ,

  
	
   

  	
  LTD., HOUSTON AGENCY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LINDA TERRY

  
	
   

  	
   

  	
  Name:

  	
  Linda Terry

  
	
   

  	
   

  	
  Title:

  	
  VP and Manager

  



 

















 


	
   

  	
  MORGAN STANLEY BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ELIZABETH HENDRICKS

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth Hendricks

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ OLEG KOGAN

  
	
   

  	
   

  	
  Name:

  	
  Oleg Kogan

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 

















 


	
   

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ IRJA R. OTSA

  
	
   

  	
   

  	
  Name:

  	
  Irja R. Otsa

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD L. TAVROW

  
	
   

  	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  MERRILL LYNCH BANK USA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVE MILLET

  
	
   

  	
   

  	
  Name:

  	
  Dave Millet

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  WILLIAM STREET CREDIT CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARK WALTON

  
	
   

  	
   

  	
  Name:

  	
  Mark Walton

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 

















 


	
   

  	
  LEHMAN BROTHERS BANK, FSB

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ERRINGTON HIBBERT

  
	
   

  	
   

  	
  Name:

  	
  Errington Hibbert

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 
















 


EXHIBIT A


 


ANNEX I


 


5-YEAR CREDIT AGREEMENT


 


LIST OF PERCENTAGE SHARES AND
REVOLVING CREDIT COMMITMENTS


 


AS OF CLOSING DATE


 


 


	
  Name of Lender

  	
   

  	
  Percentage Share

  	
   

  	
  Revolving Credit

  Commitments

  	
   

  
	
  SunTrust Bank

  	
   

  	
  10.0

  	
  %

  	
  $

  	
  60,000,000

  	
   

  
	
  Wachovia Bank, National Association

  	
   

  	
  10.0

  	
  %

  	
  $

  	
  60,000,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  8.0

  	
  %

  	
  $

  	
  48,000,000

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  8.0

  	
  %

  	
  $

  	
  48,000,000

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  8.0

  	
  %

  	
  $

  	
  48,000,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  8.0

  	
  %

  	
  $

  	
  48,000,000

  	
   

  
	
  Deutsche Bank AG, New York
  Branch

  	
   

  	
  8.0

  	
  %

  	
  $

  	
  48,000,000

  	
   

  
	
  The Royal Bank of Scotland plc

  	
   

  	
  8.0

  	
  %

  	
  $

  	
  48,000,000

  	
   

  
	
  The Bank of Tokyo-Mitsubishi
  UFJ, Ltd., Houston Agency

  	
   

  	
  8.0

  	
  %

  	
  $

  	
  48,000,000

  	
   

  
	
  UBS Loan Finance LLC

  	
   

  	
  6.0

  	
  %

  	
  $

  	
  36,000,000

  	
   

  
	
  Wells Fargo Bank, N.A.

  	
   

  	
  6.0

  	
  %

  	
  $

  	
  36,000,000

  	
   

  
	
  Lehman Brothers Bank, FSB

  	
   

  	
  3.3

  	
  %

  	
  $

  	
  20,000,000

  	
   

  
	
  Morgan Stanley Bank

  	
   

  	
  3.3

  	
  %

  	
  $

  	
  20,000,000

  	
   

  
	
  William Street Credit
  Corporation

  	
   

  	
  3.3

  	
  %

  	
  $

  	
  20,000,000

  	
   

  
	
  Merrill Lynch Bank USA

  	
   

  	
  2.0

  	
  %

  	
  $

  	
  12,000,000

  	
   

  
	
  Total

  	
   

  	
  100.0000000

  	
  %

  	
  $

  	
  600,000,000

  	
   

  



 
















 


EXHIBIT B


 


EXHIBIT D-1


 


RESTRICTED SUBSIDIARIES


 


AS OF THE DATE HEREOF


 


Buckeye Pipe Line Company, L.P.

Buckeye Pipe Line Holdings, L.P.

Buckeye Gulf Coast Holdings I, LLC

Buckeye Gulf Coast Holdings II, LLC

Buckeye Gulf Coast Pipe Lines, L.P.

Buckeye Terminals, LLC

NORCO Pipe Line Company, LLC

Everglades Pipe Line Company, L.P.

Laurel Pipe Line Company, L.P.

Wood River Pipe Lines LLC

Buckeye Pipe Line Transportation LLC

Buckeye Texas Pipe Line Company, L.P.

Buckeye NGL Pipe Lines LLC

Ferrysburg Terminal, LLC

Buckeye Gas Storage LLC

Lodi Gas Storage, L.L.C.*

Lodi Development, L.L.C.*

WesPac Pipelines — Reno, LLC


 






* This entity will become a Restricted
Subsidiary upon the Lodi Closing.


 
















 


EXHIBIT C


 


Schedule 9.03


 


Investments, Loans and Advances


 


 


	
  Entity

  	
   

  	
  Project Loans

  	
   

  	
  Investments

  	
   

  
	
  WesPac Pipelines — Austin LLC

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WesPac Pipelines — San Diego LLC

  	
   

  	
  $

  	
  4,515,689

  	
   

  	
  $

  	
  (1,114,636

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WesPac Pipelines — San Jose LLC

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WesPac Pipelines — Memphis LLC

  	
   

  	
  $

  	
  48,471,363

  	
   

  	
  $

  	
  6,060,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WesPac Pipelines — Tucson LLC

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  West Texas LPG Pipeline, Limited
  Partnership

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  31,479,073

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  West Shore Pipe Line Company

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  30,432,803

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Muskegon Pipeline LLC

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  15,379,350

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transport 4

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  382,911

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buckeye Products Pipe Line, L.P.

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  17,266,963

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gulf Coast Pipe Line, L.P.

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  6,066,770

  	
   

  
	
  TOTALS

  	
   

  	
  $

  	
  52,987,052

  	
   

  	
  $

  	
  105,953,234