exv10w1






Exhibit 10.1




SIXTH AMENDMENT TO CREDIT AGREEMENT




     THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into
as of September 29, 2010, by and among BUCKEYE PARTNERS, L.P., a Delaware limited
partnership (the “Borrower”), the Subsidiaries of the Borrower that are parties hereto (the
“Guarantors”), the Lenders (as defined below) that are parties 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 and in effect immediately prior to the date hereof, 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, 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 executing this Amendment 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 Guarantors, the Lenders executing this
Amendment and the Administrative Agent agree as follows:



     1. Amendments to SECTION 1.01 (“Certain Defined Terms”).



     (a) Section 1.01 is hereby amended by replacing the respective definitions for the
terms “Borrower Partnership Agreement,” “Change of Control,” and “EBITDA,” with the
following definitions:




     “Borrower Partnership Agreement” shall mean the Amended and Restated Agreement
of Limited Partnership of the Borrower dated as of the Sixth Amendment Effective
Date, as the same may thereafter be amended from time to time as permitted by this
Agreement.




     “Change of Control” shall mean:




     (a) (i) prior to the Trigger Date, ArcLight Capital Partners, LLC, Kelso &
Company, and Neuberger Berman Group LLC and their respective affiliates shall cease
to control, directly or indirectly, (x) the General Partner of the Borrower, and (y)
so long as Buckeye GP Holdings L.P. remains in existence, each of Buckeye GP
Holdings L.P. and the general partner of Buckeye GP Holdings L.P., and (ii) on and
after the Trigger Date, any Person or “group” (within the meaning of the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission
thereunder as in effect on the date hereof) other than BGH Holdings, ArcLight
Capital Partners, LLC, Kelso & Company, and their respective affiliates,
collectively, shall own and control, beneficially and of record, directly or
indirectly, a number of “LP Units” (as defined in the Borrower Partnership
Agreement) that would entitle such person or group to vote LP Units representing, in
the aggregate, more than 50% of the total number of outstanding LP Units that
are entitled to vote and be counted for purposes of calculating the required votes
and that are



 









 







deemed to be outstanding for purposes of determining a quorum at any
annual meeting of the limited partners of the Borrower or otherwise in the election
of “Public Directors” (as defined in the Borrower Partnership Agreement) of the
General Partner; or




     (b) Continuing Directors cease for any reason to constitute collectively a
majority of the members of the board of directors of the General Partner then in
office; or




     (c) the General Partner shall cease to be the sole general partner of the
Borrower; or




     (d) the Borrower shall cease to own and control, beneficially and of record,
directly or indirectly, all of the outstanding member or other equity interests in
the General Partner.




As used herein, “beneficially own” or words of similar import shall have the meaning
provided in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, or any
successor provision thereto; provided, however, that, for purposes
of this definition, a Person shall not be deemed to beneficially own securities
tendered pursuant to a tender or exchange offer made by or on behalf of such Person
or any of such Person’s Affiliates until such tendered securities are accepted for
purchase or exchange pursuant to such offer.




As used herein “Continuing Director” means any member of the board of directors of
the General Partner who (i) is a member of such board of directors as of the Sixth
Amendment Effective Date, or (ii) was nominated for election or elected to such
board of directors with the approval of a majority of the Continuing Directors who
were members of such board at the time of such nomination or election.




     “EBITDA” shall mean, for any Person for any period, 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, plus (iv) non-cash unit-based compensation expense incurred during the
period. 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.



     (b) Section 1.01 is hereby further amended by adding in appropriate alphabetical order
the following defined terms and accompanying definitions:




     “Buckeye GP Holdings Partnership Agreement” shall mean the Second Amended and
Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. dated as of
the Sixth Amendment Effective Date and adopted pursuant to Section 2.1(c) of the
Merger Agreement, as the same may be amended from time to time as permitted by this
Agreement.



2









 






     “General Partner LLC Agreement” shall mean the Second Amended and Restated
Limited Liability Company Agreement of the General Partner dated as of the Sixth
Amendment Effective Date, as the same may be amended from time to time as permitted
by this Agreement.




     “Merger Agreement” shall mean the First Amended and Restated Agreement and Plan
of Merger dated as of August 18, 2010, among the Borrower, the General Partner,
Grand Ohio, LLC, Buckeye GP Holdings L.P., and MainLine Management LLC, as filed by
the Borrower in its Amendment No. 1 to Form S-4, Registration Statement with the
Securities and Exchange Commission on August 18, 2010, and as the same may be
amended from time to time (but excluding any such amendment that would adversely
affect in any material respect the interests of the Lenders or could otherwise
reasonably be expected to have a Material Adverse Effect).




     “Sixth Amendment” shall mean the Sixth Amendment to Credit Agreement dated as
of September 29, 2010, among the Borrower, the Guarantors, the Lenders that are
parties thereto, and the Administrative Agent.




     “Sixth Amendment Effective Date” shall mean the date on which all conditions to
the effectiveness of the Sixth Amendment, as provided therein, have been satisfied
and/or waived in writing by the Required Lenders.




     “Trigger Date” shall mean the date on which the “Public Limited Partners” shall
have the right to vote for the election of “Public Directors” of the Board of
Directors of the General Partner in accordance with the terms of Section 16.1(b) of
the Borrower Partnership Agreement.



     2. Amendment to SECTION 7.22 (“Ownership of Parties”). Section 7.22
of the Credit Agreement is hereby amended by replacing such Section 7.22 in its entirety
with the following:



     SECTION 7.22. Ownership of Parties.




     (a) The Borrower is a limited partnership formed under the
laws of the State of Delaware.




     (b) The form of organization and equity ownership of each
Restricted Subsidiary and each Unrestricted Subsidiary as of September 29,
2010, modified to reflect the Borrower’s reasonable expectation on such date
of the pro forma changes to such information necessary to account for the
merger and related transactions described in Section 9(b)(i) of the Sixth
Amendment, is set forth on Schedule 7.22.




     (c) Buckeye GP Holdings L.P. owns 100% of the equity interests
of the General Partner as of the date hereof.



     3. Amendment to SECTION 8.09 (“Compliance with and Modification of
Organizational Documents”). Section 8.09 of the Credit Agreement is hereby amended by
replacing such Section 8.09 in its entirety with the following:



     SECTION 8.09. [DELETED].



     4. Amendment to SECTION 9.08 (“Mergers, Etc.”). Section 9.08 of the
Credit Agreement is hereby amended by replacing the word “such” in the third line of such
Section with the word “a”.



3









 





     5. Amendment to SECTION 9.17 (“Partnership Agreements”). Section
9.17 of the Credit Agreement is hereby amended by replacing such Section 9.17 in its
entirety with the following:



          SECTION 9.17. Organizational Agreements.




     Without the prior written consent of the Required Lenders, the Borrower shall
not amend the Borrower Partnership Agreement or the General Partner LLC Agreement in
any manner that would be materially adverse to the interests of the Lenders or could
otherwise reasonably be expected to have a Material Adverse Effect.



     6. Amendment to Schedule 7.22 (“Ownership of Parties”). Schedule
7.22 of the Credit Agreement is hereby amended by replacing such Schedule in its entirety
with the Schedule 7.22 attached hereto.



     7. Amendment to Schedule 9.03 (“Investments, Loans and Advances”).
Schedule 9.03 of the Credit Agreement is hereby amended by replacing such Schedule in its
entirety with the Schedule 9.03 attached hereto.



     8. Consent to Partnership Amendment. By their execution of this
Amendment, the Required Lenders hereby consent to the amendment of the Borrower Partnership
Agreement as set forth in the form of Amended and Restated Agreement of Limited Partnership
of Buckeye Partners, L.P. attached as Annex B to the Merger Agreement (as defined in this
Amendment), together with any amendments thereto (or to the form thereof) that are made or
effected on or before the Sixth Amendment Effective Date, so long as such amendments are of
a type that would be permitted without the consent of the Required Lenders pursuant to
Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment).



     9. Effectiveness of Amendment. Notwithstanding any other provision
of this Amendment and without affecting in any manner the rights of the Lenders hereunder,
it is understood and agreed that:




(a) the amendment being made by Sections 4 and 7 of this Amendment shall not become
effective, and the Borrower shall have no rights under this Amendment with respect
to Sections 4 and 7, 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 Amendment, including, without
limitation, the reasonable fees and out-of-pocket expenses of outside counsel for
the Administrative Agent with respect thereto, and (ii) executed counterparts of
this Amendment from the Borrower, the Guarantors and the Required Lenders;




(b) the amendments being made by this Amendment (other than the amendments effected
by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have
no rights under this Amendment with respect to any such amendments until (i) the
merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP
Holdings surviving the merger) and the related transactions as provided in Articles
II and III of the Merger Agreement (as defined in this Amendment) shall have been
consummated and effected in accordance with the terms of such Merger Agreement, (ii)
the Borrower Partnership Agreement shall have been amended and restated in the form
of the Amended and Restated Agreement of Limited Partnership of Buckeye
Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP
Holdings Partnership Agreement shall have been amended and restated in the form of
the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP
Holdings L.P. attached as Annex



4









 







A to such Merger Agreement and (iv) the
Administrative Agent shall have received (x) reimbursement or payment of its costs
and expenses incurred in connection with the preparation, execution and delivery of
this Amendment, including, without limitation, the reasonable fees and out-of-pocket
expenses of outside counsel for the Administrative Agent with respect thereto, and
(y) executed counterparts of this Amendment from the Borrower, the Guarantors and
the Required Lenders; provided, however, that in the case of
clauses (ii) and (iii) above, it is understood and agreed that any amendments to the
agreements referred to therein (or forms thereof) that are of a type that would be
permitted without the consent of the Required Lenders pursuant to Section 9.17 of
the Credit Agreement (as amended by Section 5 of this Amendment) shall not be
prohibited and shall not be deemed to constitute a failure by Borrower to satisfy
the conditions set forth in such clauses; and




(c) until such time as this Amendment shall have become effective as provided in
paragraph (b) above, all of the terms and conditions of the Credit Agreement (after
giving effect only to the amendment made by Sections 4 and 7 of this Amendment)
shall remain in full force and effect, and no Default or Event of Default that may
exist or have occurred and be continuing pursuant to the terms of the Credit
Agreement as of the Sixth Amendment Effective Date shall be deemed to have been
cured or waived by any amendment or consent provided by the terms of this Amendment
or otherwise, except as any such Default or Event of Default shall have been
hereafter expressly waived in writing in accordance with the requirements of the
Credit Agreement.



     10. Notice of Trigger Date. The Borrower agrees to give the
Administrative Agent prompt written notice as to the occurrence of the “Trigger Date” as
defined in this Amendment.



     11. Representations and Warranties. To induce the Lenders and the
Administrative Agent to enter into this 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 Amendment and the
performance of this 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 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



5









 





     (c) After giving effect to this 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 date hereof.



     12. Reaffirmations and Acknowledgments.



     Each Guarantor consents to the execution and delivery by the Borrower of this
Amendment and jointly and severally ratifies and confirms the terms of its Guaranty with
respect to the Debt now or hereafter outstanding under the Credit Agreement as amended
hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that,
notwithstanding anything to the contrary contained herein or in any other document
evidencing any Debt 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. Nothing contained herein to the
contrary shall release, discharge, modify, change or affect the original liability of the
Guarantors under the Guaranties.



     13. 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 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
Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.



     14. Governing Law. This 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.



     15. No Novation. This 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.



     16. Counterparts. This 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 Amendment by facsimile
transmission or by electronic mail in pdf form shall be as effective as delivery of a
manually executed counterpart hereof.



     17. 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 Amendment, including, without limitation, the
reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent
with respect thereto.



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



     19. Entire Understanding. This 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.



6









 





[Signature Pages Follow]





7











 





     IN WITNESS WHEREOF, the parties hereto have caused this 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/ William H. Schmidt, Jr.	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	William H. Schmidt, Jr.	 	 
	 	 	 	 	Title:	Vice President, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BUCKEYE PIPE LINE COMPANY, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	MAINLINE L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: 	MAINLINE GP, INC.	 	 
	 	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ William H. Schmidt, Jr.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	William H. Schmidt, Jr.	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Vice President, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BUCKEYE PIPE LINE HOLDINGS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	MAINLINE L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	MAINLINE GP, INC.	 	 
	 	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ William H. Schmidt, Jr.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	William H. Schmidt, Jr.	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Vice President, General Counsel and Secretary	 	 
	 






[Signature Page to Sixth Amendment to Credit Agreement]




 









 








	 	 	 	 	 	 	 

	 	 	BUCKEYE GULF COAST HOLDINGS I, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	Title: Vice President, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BUCKEYE GULF COAST HOLDINGS II, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	Title: Vice President, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BUCKEYE GULF COAST PIPE LINES, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BUCKEYE GULF COAST HOLDINGS I, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	Title: Vice President, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BUCKEYE TERMINALS, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	Title: Vice President, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	NORCO PIPE LINE COMPANY, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	Title: Vice President, General Counsel and Secretary	 	 
	 






[Signature Page to Sixth Amendment to Credit Agreement]




 









 








	 	 	 	 	 	 	 	 	 	 	 

	 	 	EVERGLADES PIPE LINE COMPANY, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	MAINLINE L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	MAINLINE GP, INC.	 	 
	 	 	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	 	 	Title: Vice President, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	WOOD RIVER PIPE LINES LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ William H. Schmidt, Jr.	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: William H. Schmidt, Jr.	 	 
	 	 	 	 	Title: Vice President, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BUCKEYE PIPE LINE TRANSPORTATION LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ William H. Schmidt, Jr.	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: William H. Schmidt, Jr.	 	 
	 	 	 	 	Title: Vice President, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BUCKEYE TEXAS PIPE LINE COMPANY, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	BUCKEYE GULF COAST HOLDINGS I, LLC	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ William H. Schmidt, Jr.	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: William H. Schmidt, Jr.	 	 
	 	 	 	 	Title: Vice President, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	FERRYSBURG TERMINAL, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ William H. Schmidt, Jr.	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: William H. Schmidt, Jr.	 	 
	 	 	 	 	Title: Vice President, General Counsel and Secretary	 	 
	 






[Signature Page to Sixth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	LENDERS:



SUNTRUST BANK

as Administrative Agent and Lender

 	 
	 	By:  	/s/ Carmen Malizia
 	 
	 	 	Name:  	Carmen Malizia 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., SUCCESSOR BY

MERGER TO MERRILL LYNCH BANK USA

 	 
	 	By:  	/s/  William W. Stevenson
 	 
	 	 	Name:  	William W. Stevenson 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]





 












 





	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	
/s/ Todd J. Mogil
 	 
	 	 	Name:  	Todd J. Mogil 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]







 









 








	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/  Matthew A. Turner
 	 
	 	 	Name:  	Matthew A. Turner 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	By:  	                                              /s/  John A. Clark
 	 
	 	 	Name:  	John A. Clark 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]







 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	
/s/ Thomas Okamoto
 	 
	 	 	Name:  	Thomas Okamoto 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]








 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]








 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	
/s/ Philippe Sandmeier
 	 
	 	 	Name:  	Philippe Sandmeier 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	By:  	
/s/ Ming K. Chu
 	 
	 	 	Name:  	Ming K. Chu 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]





 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc

 	 
	 	By:  	
/s/ Brian D. Williams
 	 
	 	 	Name:  	Brian D. Williams 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]





 












 





	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

 	 
	 	By:  	/s/ Linda Terry
 	 
	 	 	Name:  	Linda Terry 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]





 









 





	 	 	 	 	 
	 	MORGAN STANLEY BANK, N.A.

 	 
	 	By:  	/s/ Ryan Vetsch
 	 
	 	 	Name:  	Ryan Vetsch 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Christine Faith
 	 
	 	 	Name:  	Christine Faith 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]





 









 





	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH

 	 
	 	By:  	



/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	By:  	                                              /s/ April Varner-Nanton
 	 
	 	 	Name:  	April Varner-Nanton 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]





 









 





	 	 	 	 	 
	 	MERRILL LYNCH BANK USA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]





 









 





	 	 	 	 	 
	 	WILLIAM STREET CREDIT CORPORATION

 	 
	 	By:  	/s/ Allison O’Connor
 	 
	 	 	Name:  	Allison O’Connor 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Sixth Amendment to Credit Agreement]





 









 





Schedule 7.22




Structure and Ownership of Subsidiaries



(Expected Post-Merger)



	 	 	 	 	 	 	 
	 	 	Restricted or	 	 	 	 
	Name of Subsidiary	 	Unrestricted	 	Form of Organization	 	Equity Ownership
	Buckeye Pipe Line
Company, L.P.

	 	Restricted
	 	Delaware limited
partnership
	 	MainLine L.P. –
0.08% general
partnership
interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Buckeye Partners,
L.P. – 99.92%
limited partnership
interest
	 
	 	 	 	 	 	 
	Buckeye Pipe Line
Holdings, L.P.

	 	Restricted
	 	Delaware limited
partnership
	 	MainLine L.P. –
0.32% general
partnership
interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Buckeye Partners,
L.P. – 99.68%
limited partnership
interest
	 
	Buckeye Gulf Coast Holdings I, LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Pipe Line
Holdings, L.P. –
100% of member
interests
	 
	 	 	 	 	 	 
	Buckeye Gulf Coast Holdings II, LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Pipe Line
Holdings, L.P. –
100% of member
interests
	 
	 	 	 	 	 	 
	Buckeye Gulf Coast
Pipe Lines, L.P.

	 	Restricted
	 	Delaware limited
partnership
	 	Buckeye Gulf Coast
Holdings I, LLC –
1% general
partnership
interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Buckeye Gulf Coast
Holdings II, LLC –
99% limited
partnership
interest
	 
	Buckeye Texas Pipe
Line Company, L.P.

	 	Restricted
	 	Delaware limited
partnership
	 	Buckeye Gulf Coast
Holdings I, LLC –
1% general
partnership
interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Buckeye Gulf Coast
Holdings II, LLC –
99% limited
partnership
interest






 









 






	 	 	 	 	 	 	 
	 	 	Restricted or	 	 	 	 
	Name of Subsidiary	 	Unrestricted	 	Form of Organization	 	Equity Ownership
	Gulf Coast/Products GP Holding LLC

	 	Unrestricted
	 	Delaware limited
liability company
	 	Buckeye Gulf Coast
Holding II, LLC –
100% member
interest
	 
	 	 	 	 	 	 
	Gulf Coast/Products
Holding L.P.

	 	Unrestricted
	 	Delaware limited
partnership
	 	Gulf Coast/Products
GP Holding LLC – 1%
general partnership
interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Buckeye Gulf Coast
Holdings II, LLC –
99% limited
partnership
interest
	 
	 	 	 	 	 	 
	Buckeye Products Pipe
Line, L.P.

	 	Unrestricted
	 	Delaware limited
partnership
	 	Gulf Coast/Products
GP Holding LLC – 1%
general partnership
interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Gulf Coast/Products
Holding L.P. –
62.34% limited
partnership
interest
	 
	 	 	 	 	 	 
	Gulf Coast Pipe Line,
L.P.

	 	Unrestricted
	 	Delaware limited
partnership
	 	Gulf Coast/Products
GP Holding LLC – 1%
general partnership
interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Gulf Coast/Products
Holding L.P. –
62.34% limited
partnership
interest
	 
	 	 	 	 	 	 
	Buckeye Terminals, LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Pipe Line
Holdings, L.P. –
100% of member
interests
	 
	 	 	 	 	 	 
	Ferrysburg Terminal, LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Terminals,
LLC – 100% of
member interests
	 
	 	 	 	 	 	 
	Buckeye Albany Terminal LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Terminals,
LLC – 100% of
member interests
	 
	 	 	 	 	 	 
	NORCO Pipe Line Company, LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Pipe Line
Holdings, L.P. –
100% of member
interests
	 
	 	 	 	 	 	 
	Wespac Pipelines – Reno, LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Pipe Line
Holdings, L.P. –
100% of member
interests
	 
	 	 	 	 	 	 
	Wespac Pipelines – Memphis LLC

	 	Unrestricted
	 	Nevada limited
liability company
	 	Buckeye Pipe Line
Holdings, L.P. –
50% of member
interests






 









 






	 	 	 	 	 	 	 
	 	 	Restricted or	 	 	 	 
	Name of Subsidiary	 	Unrestricted	 	Form of Organization	 	Equity Ownership
	Wespac Pipelines – San Diego LLC

	 	Unrestricted
	 	Delaware limited
liability company
	 	Buckeye Pipe Line
Holdings, L.P. –
100% of member
interests
	 
	 	 	 	 	 	 
	Transport 4, LLC

	 	Unrestricted
	 	Delaware limited
liability company
	 	Buckeye Pipe Line
Company, L.P. – 25%
of member interests
	 
	 	 	 	 	 	 
	West Shore Pipe Line Company

	 	Unrestricted
	 	Delaware corporation
	 	Buckeye Pipe Line
Holdings, L.P. –
34.57% of
outstanding stock
	 
	 	 	 	 	 	 
	West Texas LPG Pipeline Limited Partnership

	 	Unrestricted
	 	Texas limited
partnership
	 	Buckeye Pipe Line
Holdings, L.P. –
19.8% limited
partnership
interest and .2%
general partnership
interest
	 
	 	 	 	 	 	 
	Muskegon Pipeline LLC

	 	Unrestricted
	 	Delaware limited
liability company
	 	Buckeye Pipe Line
Holdings, L.P. –
40% of member
interests
	 
	 	 	 	 	 	 
	Wood River Pipe Lines LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Partners,
L.P. – 100% of
member interests
	 
	 	 	 	 	 	 
	Buckeye Pipe Line Transportation LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Partners,
L.P. – 100% of
member interests
	 
	 	 	 	 	 	 
	Everglades Pipe Line
Company, L.P.

	 	Restricted
	 	Delaware limited
partnership
	 	MainLine L.P. – 1%
general partnership
interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Buckeye Partners,
L.P. – 99% limited
partnership
interest
	 
	Laurel Pipe Line
Company, L.P.

	 	Restricted
	 	Delaware limited
partnership
	 	MainLine L.P. – 1%
general partnership
interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Buckeye Partners,
L.P. – 99% limited
partnership
interest






 









 






	 	 	 	 	 	 	 
	 	 	Restricted or	 	 	 	 
	Name of Subsidiary	 	Unrestricted	 	Form of Organization	 	Equity Ownership
	Buckeye Gas Storage LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Partners,
L.P. – 100% of
member interests
	 
	 	 	 	 	 	 
	Lodi Gas Storage,
L.L.C.

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Gas Storage
LLC – 100% of
member interests
	 
	 	 	 	 	 	 
	Buckeye Energy Holdings LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Partners,
L.P. – 100% of
member interests
	 
	 	 	 	 	 	 
	Buckeye Energy Services LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Energy
Holdings LLC – 100%
of member interests
	 
	 	 	 	 	 	 
	Buckeye Mexico Holdings LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye Gulf Coast
Holdings II, LLC -
100% of member
interests
	 
	 	 	 	 	 	 
	Buckeye GP Holdings
L.P.

	 	Restricted
	 	Delaware limited
partnership
	 	MainLine Management
LLC – Non economic
general partner
interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Buckeye Partners,
L.P. – 100% limited
partner interest
	 
	Buckeye GP LLC

	 	Restricted
	 	Delaware limited
liability company
	 	Buckeye GP Holdings
L.P. – 100% of
member interests
	 
	 	 	 	 	 	 
	MainLine GP, Inc.

	 	Restricted
	 	Delaware corporation
	 	Buckeye GP LLC –
100% of outstanding
stock






 









 






	 	 	 	 	 	 	 
	 	 	Restricted or	 	 	 	 
	Name of Subsidiary	 	Unrestricted	 	Form of Organization	 	Equity Ownership
	MainLine L.P.

	 	Restricted
	 	Delaware limited

partnership
	 	MainLine GP, Inc. –
0.001% general
partner interest
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Buckeye GP LLC –
99.999% limited
partner interest






 









 





Buckeye Partners, L.P. / SunTrust Credit Facility Investment Basket

Section 9.03: Investments, Loans and Advances:




	 	 	 	 	 	 	 	 	 
	 	 	project loans	 	investments
	Unrestricted
Subsidiaries	 	August 31, 2010
	WesPac Pipelines — San Diego LLC
	 	 	—	 	 	 	11,303,066	 
	WesPac Pipelines — Memphis LLC
	 	 	42,238,108	 	 	 	(1,915,000	)
	West Texas LPG Pipeline, Limited Partnership
	 	 	—	 	 	 	52,902,615	 
	West Shore Pipe Line Company
	 	 	—	 	 	 	44,795,961	 
	Muskegon Pipeline LLC
	 	 	—	 	 	 	14,437,600	 
	Transport 4
	 	 	—	 	 	 	349,502	 
	Buckeye Products Pipe Line, L.P.
	 	 	—	 	 	 	17,266,963	 
	Gulf Coast Pipe Line, L.P.
	 	 	—	 	 	 	6,066,770	 
	 
	 	 	 
	TOTAL Investments and Loans
	 	$	42,238,108	 	 	$	145,207,477