Exhibit 10.2


 


Execution Version


 


FOURTH AMENDMENT TO CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into
as of August 21, 2009, 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,
the Borrower has requested that the Lenders and the Administrative Agent amend
certain provisions of the Credit Agreement and consent to the waiver of certain
requirements 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 Lenders executing this
Amendment and the Administrative Agent agree as follows:


 


1.             Amendments.


 


(a)           Section 1.1 of the Credit
Agreement is hereby amended by adding the following definitions of “Cash
Collateralize”, “Defaulting Lender”, “Lender Insolvency Event”, “Non-Defaulting
Lender”, “Parent Company”, “Potential Defaulting Lender”, “Revolving Credit
Exposure” and “Swing Line Exposure” in the appropriate alphabetical order:


 


“Cash Collateralize” shall
mean, in respect of any obligations, to provide and pledge (as a first priority
perfected security interest) cash collateral for such obligations in Dollars,
with a depository institution and pursuant to documentation in form and
substance, reasonably satisfactory to the Administrative Agent (and “Cash Collateralization” has a
corresponding meaning).


 


“Defaulting Lender” shall
mean, at any time, a Lender as to which the Administrative Agent has notified
the Borrower that (i) such Lender has failed for 


 

















 


three
or more Business Days to comply with its obligations under this Agreement to
make a Loan and/or make a payment to the Issuing Bank in respect of a Letter of
Credit or to the Swing Line Lender in respect of a Swing Line Loan (each a “funding obligation”), (ii) such
Lender has notified the Administrative Agent or has stated publicly that it (a) will
not comply with any such funding obligation hereunder, or (b) has
defaulted on, its obligation to fund generally under any other loan agreement,
credit agreement or other financing agreement, (iii) such Lender has, for
three or more Business Days, failed to confirm in writing to the Administrative
Agent, in response to a written request of the Administrative Agent, that it
will comply with its funding obligations hereunder, or (iv) a Lender
Insolvency Event has occurred and is continuing with respect to such
Lender.  Any determination that a Lender
is a Defaulting Lender under clauses (i) through (iv) above will be
made by the Administrative Agent in its sole discretion acting in good
faith.  The Administrative Agent will
promptly send to all parties hereto a copy of any notice to the Borrower
provided for in this definition.


 


“Lender Insolvency Event”
shall mean that (i) a Lender or its Parent Company is insolvent, or is
generally unable to pay its debts as they become due, or admits in writing its
inability to pay its debts as they become due, or makes a general assignment
for the benefit of its creditors, or (ii) such Lender or its Parent
Company is the subject of a bankruptcy, insolvency, reorganization, liquidation
or similar proceeding, or a receiver, trustee, conservator, intervener or
sequestrator or the like has been appointed for such Lender or its Parent
Company, or such Lender or its Parent Company has taken any action in
furtherance of or indicating its consent to or acquiescence in any such
proceeding or appointment, or (iii) such Lender or its Parent Company has
been adjudicated as, or determined by any Governmental Authority having
regulatory authority over such Person or its assets to be, insolvent; provided
that, for the avoidance of doubt, a Lender Insolvency Event  shall not be
deemed to have occurred  solely by virtue of the ownership or acquisition
of any equity interest in or control of such Lender or a parent company thereof
by a governmental authority or an instrumentality thereof.


 


“Non-Defaulting Lender” shall
mean, at any time, a Lender that is not a Defaulting Lender or a Potential
Defaulting Lender.


 


“Parent Company” shall mean,
with respect to a Lender, the bank holding company (as defined in Federal
Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially
or of record, directly or indirectly, a majority of the shares of such Lender.


 


“Potential Defaulting Lender”
shall mean, at any time, a Lender (i) as to which the Administrative Agent
has notified the Borrower that an event of the kind referred to in the
definition of “Lender Insolvency Event” has occurred and is continuing in
respect of any material financial institution affiliate of such Lender, (ii) that
has (or its Parent Company or a material financial institution affiliate
thereof has) notified the Administrative Agent or has stated publicly that


 

















 


it
will not comply with its funding obligations under any other loan agreement or
credit agreement or other similar/other financing agreement or (iii) that
has, or whose Parent Company has, a non-investment grade rating from Moody’s or
S&P or another nationally recognized rating agency.  Any determination that a Lender is a
Potential Defaulting Lender under any of clauses (i) through (iii) above
will be made by the Administrative Agent in its sole discretion acting in good
faith.  The Administrative Agent will
promptly send to all parties hereto a copy of any notice to the Borrower
provided for in this definition.


 


“Revolving Credit Exposure”
shall mean, with respect to any Lender at any time, the sum of the outstanding
principal amount of such Lender’s Revolving Credit Loans, LC Exposure and Swing
Line Exposure.


 


“Swing Line Exposure” shall
mean, with respect to each Lender, the principal amount of the Swing Line Loans
in which such Lender is legally obligated either to make a Base Rate Loan or to
purchase a participation in accordance with Section 2.01, which
shall equal such Lender’s Pro Rata Share of all outstanding Swing Line Loans.


 


(b)           Section 1.1 of the Credit
Agreement is hereby amended by replacing the definitions of “Base Rate” and “BGH
Holdings” in their entirety with the following:


 


“Base Rate”
shall mean, with respect to any Base Rate Loan, for any day, the highest of (i) the
Federal Funds Rate for any such day plus 1/2 of 1%, (ii) the Prime Rate
for such day and (iii) the LIBOR Rate determined on a daily
basis for an Interest Period of one (1) month, plus the Applicable Margin
in effect from time to time for LIBOR Loans.  Each change in any interest rate provided for
herein based upon the Base Rate resulting from a change in the Base Rate shall
take effect at the time of such change in the Base Rate.


 


“BGH Holdings” shall mean BGH
GP Holdings, LLC, a Delaware limited liability company.


 


(c)           Section 1.02 of the Credit Agreement is hereby
amended by adding the following sentence to the end of such Section:


 


Notwithstanding
any other provision contained herein, all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and
ratios referred to herein shall be made, without giving effect to any election
under Statement of Financial Accounting Standards 159 (or any other Financial
Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of  any
Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined
therein.


 


(d)           Section 5.06 of the Credit
Agreement is hereby amended by replacing subsection (a) of such Section in
its entirety with the following:


 

















 


(a)           If
any Lender has notified the Borrower and the Agent of its incurring additional
costs under Section 5.01, has required the Borrower to make payments for
Taxes under Section 4.06 or is a Defaulting Lender, then the Borrower may,
unless such Lender has notified the Borrower and the Agent that the
circumstances giving rise to such notice no longer apply, terminate, in whole
but not in part, the Revolving Credit Commitment of any Lender (other than the
Agent) (the “Terminated Lender”) at any
time upon five Business Days’ prior written notice to the Terminated Lender and
the Agent (such notice referred to herein as a “Notice
of Termination”).


 


(e)           Article V of the Credit
Agreement is hereby amended by adding the following Section 5.07 to the
end of such Article:


 


Section 5.07.        Defaulting Lenders.


 


(a)           If a Lender becomes,
and during the period it remains, a Defaulting Lender or Potential Defaulting
Lender, the following provisions shall apply, notwithstanding anything to the
contrary in this Agreement:


 


(1)           the
LC Exposure and Swing Line Exposure of such Defaulting Lender will, subject to
the limitation in the first proviso below, automatically be reallocated
(effective on the day such Lender becomes a Defaulting Lender) among the
Non-Defaulting Lenders pro  rata in accordance with their respective
Revolving Credit Commitments;  provided
that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit
Exposure may not in any event exceed the Revolving Credit Commitment of such
Non-Defaulting Lender as in effect at the time of such reallocation and (b) neither
such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto
will constitute a waiver or release of any claim the Borrower, the
Administrative Agent, the Issuing Bank, the Swing Line Lender or any other
Lender may have against such Defaulting Lender or cause such Defaulting Lender
to be a Non-Defaulting Lender;


 


(2)           to
the extent that any portion (the “unreallocated portion”) of the
Defaulting Lender’s LC Exposure and Swing Line Exposure cannot be so
reallocated, for any reason, or with respect to the LC Exposure and Swing Line
Exposure of any Potential Defaulting Lender, the Borrower will, not later than
two (2) Business Days after demand by the Administrative Agent (at the
direction of the Issuing Bank and/or the Swing Line Lender), (a) Cash
Collateralize the obligations of the Borrower to the Issuing Bank or the Swing
Line Lender in respect of such LC Exposure or Swing Line Exposure, as the case
may be, in an amount at least equal to the aggregate amount of the unreallocated
portion of the LC Exposure and Swing Line Exposure of such Defaulting Lender or
the LC 


 

















 


Exposure
and Swing Line Exposure of such Potential Defaulting Lender, or (b) in the
case of such Swing Line Exposure, prepay (subject to clause (5) below)
and/or Cash Collateralize in full the unreallocated portion thereof, or (c) make
other arrangements satisfactory to the Administrative Agent, the Issuing Bank
and the Swing Line Lender in their sole discretion to protect them against the
risk of non-payment by such Defaulting Lender or Potential Defaulting Lender;


 


(3)           in
addition to the other conditions precedent set forth in Section 3.2,
the Issuing Bank will not be required to issue, amend or increase any Letter of
Credit and the Swing Line Lender will not be required to make any Swing Line
Loans unless they are satisfied that 100% of the related LC Exposure and Swing
Line Exposure is fully covered or eliminated by any combination satisfactory to
the Issuing Bank or the Swing Line Lender, as the case may be, of the
following:


 


(i) in the case of a Defaulting Lender, the LC
Exposure and Swing Line Exposure of such Defaulting Lender is reallocated as to
outstanding and future Letters of Credit and Swing Line Loans to the
Non-Defaulting Lenders as provided in clause (1) above;


 


(ii) in the case of a Defaulting Lender or a
Potential Defaulting Lender, without limiting the provisions of clause (3)(i),
the Borrower Cash Collateralizes the obligations of the Borrower in respect of
such Letter of Credit or Swing Line Loan in an amount at least equal to the
aggregate amount of the unreallocated obligations (contingent or otherwise) of
such Defaulting Lender or Potential Defaulting Lender in respect of such Letter
of Credit or Swing Line Loan, or the Borrower makes other arrangements
satisfactory to the Administrative Agent, the Issuing Bank and the Swing Line
Lender, as the case may be, in their sole discretion to protect them against
the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender;


 


provided that (a) the sum of each Non-Defaulting Lender’s
total Revolving Credit Exposure  may not
in any event exceed the Revolving Credit Commitment of such Non-Defaulting
Lender, and (b) neither any such reallocation nor any payment by a
Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or
reduction will constitute a waiver or release of any claim the Borrower, the
Administrative Agent, the Issuing Bank, the Swing Line Lender or any other
Lender may have against such Defaulting Lender or Potential Defaulting Lender,
or cause such Defaulting Lender or Potential Defaulting Lender to be a
Non-Defaulting Lender;


 

















 


(4)           with
the written approval of the Administrative Agent, the Borrower may terminate
(on a non-ratable basis) the unused amount of the Revolving Credit Commitment
of a Defaulting Lender, provided that such termination will not be
deemed to be a waiver or release of any claim the Borrower, the Administrative
Agent, the Issuing Bank, the Swing Line Lender or any Lender may have against
such Defaulting Lender;


 


(5)           any
amount paid by the Borrower for the account of a Defaulting Lender under this
Agreement (whether on account of principal, interest, fees, indemnity payments
or other amounts) will not be paid or distributed to such Defaulting Lender,
but will instead be applied by the Administrative Agent, to the fullest extent
permitted by law, in the following order of priority:  first to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent under this
Agreement, second to the payment of any amounts owing by such Defaulting
Lender to the Issuing Bank under this Agreement, and third to pay
amounts owing under this Agreement to such Defaulting Lender or as a court of
competent jurisdiction may otherwise direct; and


 


(6)           such
Defaulting Lender will not be entitled to fees accruing during such period
pursuant to Section 2.04(b) (without prejudice to the rights
of the Lenders other than Defaulting Lenders in respect of such fees) to the
extent that a portion of the LC Exposure of such Defaulting Lender is
reallocated to the Non-Defaulting Lenders pursuant to clause (2), such fees
that would have accrued for the benefit of such Defaulting Lender will instead
accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro
rata in accordance with their respective Revolving Credit Commitments.


 


(b)           If the Borrower, the
Administrative Agent, the Issuing Bank and the Swing Line Lender agree in
writing in their discretion that a Lender that is a Defaulting Lender or a
Potential Defaulting Lender should no longer be deemed to be a Defaulting
Lender or Potential Defaulting Lender, as the case may be, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein, the LC Exposure
and Swing Line Exposure of the other Lenders shall be readjusted to reflect the
inclusion of such Lender’s Revolving Credit Commitment, and such Lender will
purchase at par such portion of outstanding Revolving Credit Loans of the other
Lenders and/or make such other adjustments as the Administrative Agent may
determine to be necessary to cause the Revolving Credit Exposure of the Lenders
to be on a pro  rata basis in accordance with their respective
Revolving Credit Commitments, whereupon such Lender will cease to be a
Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting
Lender (and such Revolving Credit Exposure of each Lender will automatically be
adjusted on a prospective basis to reflect the foregoing) and if any cash
collateral has been posted with respect to such Defaulting Lender or


 

















 


Potential
Defaulting Lender, the Administrative Agent will promptly return such cash
collateral to the Borrower; provided that no adjustments will be made
retroactively with respect to fees accrued or payments made by or on behalf of
the Borrower while such Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender or Potential Defaulting
Lender to Non-Defaulting Lender will constitute a waiver or release of any
claim of any party hereunder arising from such Lender’s having been a
Defaulting Lender or Potential Defaulting Lender.


 


(f)            Section 11.01 of the Credit
Agreement is hereby amended by the addition of the following subsection (e) to
such Section:


 


(e)           In addition to the
foregoing, if a Lender becomes, and during the period it remains, a Defaulting
Lender, and if any Default has arisen from a failure of the Borrower to comply
with Section 5.07(a), then the Issuing Bank and the Swing Line
Lender may, upon prior written notice to the Borrower and the Administrative
Agent, resign as Issuing Bank or as Swing Line Lender, as the case may be,
effective at the close of business Atlanta, Georgia time on a date specified in
such notice (which date may not be less than five Business Days after the date
of such notice).


 


2.             Acknowledgment. The Lenders executing this Amendment
acknowledge and agree that, notwithstanding anything in the Credit Agreement or
any other Loan Document to the contrary, (i) the Revolving Credit Loans
held by Aurora Bank FSB (formerly known as Lehman Brothers Bank, FSB, “Aurora
Bank”) in an aggregate principal amount of up to $4,333,333.33 and (ii) the
unfunded Revolving Credit Commitments held by Aurora Bank in an aggregate
principal amount of up to $15,666,666.67, will be assigned to Buckeye Energy
Holdings LLC, an Affiliate of the Borrower (the “Borrower’s Affiliate”),
provided that all Revolving Credit Loans then outstanding are immediately and
permanently repaid in full by the Borrower (collectively, all transactions
described in this Section 2, the “Affiliate Sale”).


 


3.             Consents.  As requested by the Borrower, notwithstanding
anything to the contrary set forth in the Credit Agreement, the Lenders
executing this Amendment agree that immediately upon the Affiliate Sale having
been consummated, the Revolving Credit Commitment held by the Borrower’s
Affiliate may (and shall) be terminated in full, with no corresponding
termination or reduction in the Revolving Credit Commitments of the other
Lenders;


 


provided, however,
the foregoing consent from the Lenders is subject to (i) all (and not less
than all) of the steps set forth below in this Section 3 occurring
substantially contemporaneously and on or prior to August 31, 2009, and (ii) satisfaction
of the conditions precedent set forth in Section 4 below.


 


Immediately
upon the termination of the Revolving Credit Commitment held by the Borrower’s
Affiliate as contemplated in the immediately preceding sentence, the Percentage
Share of the 


 

















 


Borrower’s
Affiliate’s LC Exposure and the Percentage Share of the Borrower’s Affiliate’s  Swing Line Exposure will automatically be
reallocated among all other Lenders pro  rata in accordance with
their respective Revolving Credit Commitments.


 


The
foregoing consents shall in no way be deemed to waive, alter or otherwise
modify the provisions of Section 2.04, relating to the payment of facility
fees or any other provisions under the Credit Agreement relating to the payment
of any other amounts thereunder, in each case, on a ratable basis according to
the amount of each Lender’s respective Revolving Credit Commitment thereunder,
all of which remain in full force and effect as written.  In that regard, any portion of the facility
fees or any other amounts owing to Aurora Bank with respect to its Revolving
Credit Commitment through the effective date of the Affiliate Sale, shall be
paid on the date on which such facility fees or other amounts, as applicable,
are paid to the other Lenders pursuant to the Credit Agreement, and, for the
avoidance of doubt, shall cease to accrue from and after the effective date of
the Affiliate Sale.


 


4.             Conditions
to Effectiveness of this 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 this Amendment shall not
become effective, and the Borrower shall have no rights under this 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 Amendment, including,
without limitation, the reasonable fees and out-of-pocket expenses of outside
counsel for the Administrative Agent with respect thereto or otherwise
outstanding and (ii) executed counterparts to this Amendment from
the Borrower, the Guarantors and the Required Lenders.


 


5.             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


 


(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.


 


6.             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.


 


7.             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.


 


8.             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.


 


9.             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.


 


10.           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.


 


11.           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.


 


12.           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.


 


13.           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.


 


[Signature Pages To Follow]


 
















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed, under seal in the case of the Borrower and the Guarantors, 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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCKEYE
  NGL PIPE LINES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  



 

















 


	
  LENDER,
  ISSUING BANK

  	
   

  	
   

  
	
  AND
  AGENT:

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Carmen J. Malizia

  
	
   

  	
   

  	
  Name:

  	
  Carmen
  J. 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:

  	
  Vice
  President

  



 

















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Richard Hawthorne

  
	
   

  	
   

  	
  Name:

  	
  Richard
  Hawthorne

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


	
   

  	
  By:

  	
  /s/  Juan Carlos Sandoval

  
	
   

  	
   

  	
  Name:

  	
  Juan
  Carlos Sandoval

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Thomas Okamoto

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  Okamoto

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Christina Faith

  
	
   

  	
   

  	
  Name:

  	
  Christina
  Faith

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND plc

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Matthew Main

  
	
   

  	
   

  	
  Name:

  	
  Matthew
  Main

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  



 

















 


	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI UFJ, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  MORGAN STANLEY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Melissa James

  
	
   

  	
   

  	
  Name:

  	
  Melissa
  James

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 

















 


	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Christina Faith

  
	
   

  	
   

  	
  Name:

  	
  Christina
  Faith

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  UBS
  AG, STAMFORD BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Irja R. Otsa

  
	
   

  	
   

  	
  Name:

  	
  Irja
  R. Otsa

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director, Banking Products Services, U.S.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Mary E. Evans

  
	
   

  	
   

  	
  Name:

  	
  Mary
  E. Evans

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director, Banking Products Services, U.S.

  



 

















 


	
   

  	
  BANK OF AMERICA, N.A. successor by merger to MERRILL
  LYNCH BANK USA

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Adam H. Fey

  
	
   

  	
   

  	
  Name:

  	
  Adam
  H. Fey

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  WILLIAM STREET CREDIT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Makrinos

  
	
   

  	
   

  	
  Name:

  	
  John
  Makrinos

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 

















 


	
   

  	
  AURORA
  BANK FSB

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Theodore Janulis

  
	
   

  	
   

  	
  Name:

  	
  Theodore
  Janulis

  
	
   

  	
   

  	
  Title:

  	
  Chairman