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  Exhibit 10.20    
    


 
    EXECUTION VERSION    
    


 
 

  SECOND AMENDMENT AND INCREASE AGREEMENT    
    


        SECOND AMENDMENT AND INCREASE AGREEMENT, dated as of September 15, 2008 (this
"Agreement"), prepared pursuant to Section 4.1(b) of the Credit Agreement, dated as of May 20, 2008 (as amended, supplemented, extended or
restated, or otherwise modified prior to the date hereof including by the First Amendment to the Credit Agreement dated as of July 18, 2008 (the "First
Amendment"), and as modified hereby, and as further amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among BUCKEYE ENERGY SERVICES LLC, on behalf of itself and as the surviving entity of the merger of Farm & Home Oil Company LLC
("F&H") with and into Buckeye Energy Services LLC (the "Borrower"), the several Lenders from time
to time parties thereto, and BNP Paribas, as Administrative Agent (the "Administrative Agent") and as collateral agent. 


 
 

RECITALS    



        WHEREAS,
pursuant to Section 4.1(b)(i) of the Credit Agreement, the Borrower is requesting that the Lenders concurrently increase the Commitments so
that the Total Commitments equal $175,000,000 following the effectiveness of such increase; 


        WHEREAS,
pursuant to Section 4.1(b) of the Credit Agreement, Manufacturers and Traders Trust Company (the "New Lender") has agreed
to join the Credit Agreement and to make Commitments under the Credit Agreement on the terms and subject to the conditions set forth in this Agreement; and 


        WHEREAS,
the Borrower is requesting that the Lenders hereby waive compliance with the terms and conditions of Section 4.1(b)(i), (ii) and (iii) of the Credit
Agreement solely with respect to the requirements under each such Section for the Borrower to deliver notice of a requested increase in Commitments; 


        NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the
Administrative Agent, the Existing Lenders and the New Lender hereby agree as follows: 



        1.    Defined Terms.    Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as
therein defined. 



        1.1    Increase Agreement and New Lender Agreement.    The New Lender hereby agrees to make Loans to the Borrower or
participate in Letters of Credit from time to time until the Termination Date in an aggregate principal amount at any one time outstanding not to exceed its Commitment (as set forth in
Schedule 1.0), such agreement to be effective as of September 16, 2008 (the "Increase Effective Date") upon the receipt by the
Administrative Agent from the New Lender of the amounts required to be paid by the New Lender pursuant to Section 4.1(b) of the Credit Agreement, which amounts the New Lender agrees to pay on
or before September 16, 2008. From and after the Increase Effective Date, the New Lender shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights
and obligations of a Lender under the Credit Agreement and under the other Loan Documents and shall be bound by the provisions thereof. 




        3.    Commitments; New Lender.    Effective upon the Increase Effective Date, the Commitments for the New Lender shall
be as set forth in Schedule 1.0. Schedule 1.0 shall also set forth the Commitments for the Existing Lenders as of the Increase Effective Date. 







 

        4.    Amendment to Section 1.1 of the Credit Agreement (Defined Terms).    Section 1.1 of the Credit
Agreement is hereby amended by deleting the parenthetical in the third and fourth lines of clause (a)(ii) of the definition of "Sub-Limit" and substituting in lieu thereof the
following: 



"(which
must be a whole multiple of $5,000,000 that is equal to or greater than $150,000,000 and equal to or less than $250,000,000)" 




        5.    Amendment to Section 4.1(b)(iii) of the Credit Agreement (Increase, Termination or Reduction of
Commitments).    Section 4.1(b)(iii) of the Credit Agreement is hereby amended by deleting the second sentence of Section 4.1(b)(iii) and substituting
in lieu thereof the following: 



"Such
Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof." 




        6.    Conditions Precedent.    This Agreement shall become effective (the "Amendment Effective
Date") upon the satisfaction of the following conditions precedent: 



        (a)    Agreement.    The Administrative Agent shall have received this Agreement, executed and delivered by a duly
authorized officer of the Borrower, the New Lender and each Existing Lender. 



        (b)    Secretary's Certificates.    The Administrative Agent shall have received, with a counterpart for each Lender,
a certificate of each Loan Party, dated as of the Amendment Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions and attachments,
satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party. 


        (c)    Proceedings of the Loan Parties.    The Administrative Agent shall have received a copy of the resolutions, in
form and substance satisfactory to the Administrative Agent, of the Board of Directors (or analogous body) of each Loan Party authorizing (i) the execution, delivery and performance of this
Agreement and the Notes delivered on the Amendment Effective Date and the other Increase Documents, and the reaffirmations of the applicable Loan Documents to which it is a party, and (ii) the
reaffirmation by it of the Liens created pursuant to the Security Documents, certified by the Secretary or an Assistant Secretary of such Loan Party, or, if applicable, of the general partner or
managing member or members of such Loan Party as of the Amendment Effective Date, which certification shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state
that the resolutions thereby certified have not been amended, modified, revoked or rescinded. 



        (d)    Incumbency Certificates.    To the extent the following have been amended, restated, supplemented or otherwise
modified since the Closing Date, the Administrative Agent shall have received, with a counterpart for each Lender, a certificate of each Loan Party, dated as of the date hereof, as to the incumbency
and signature of the officers of such Loan Party executing any Increase Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to
Section 4(c), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by the President or any Vice President and the Secretary or any Assistant Secretary
of such Loan Party. 


        (e)    Organizational Documents.    To the extent the following have been amended, restated, supplemented or otherwise
modified since the Closing Date, the Administrative Agent shall have received, with a counterpart for each Lender, true and complete copies of the Governing Documents of each Loan Party, certified as
of the date hereof as complete and correct copies thereof by the Secretary or an Assistant Secretary of such Loan Party, which certification shall be included in the certificate delivered in respect
of such Loan Party pursuant to Section 4(c) and shall be in form and substance satisfactory to the Administrative Agent. 



        (f)    Good Standing Certificates.    The Administrative Agent shall have received, with a copy for each Lender,
certificates dated as of a recent date from the Secretary of State or other 



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appropriate
authority, evidencing the good standing of each Loan Party (i) to the extent relevant under applicable laws, in the jurisdiction of its organization and (ii) in each other
jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure
to so qualify could not have a Material Adverse Effect. 


        (g)    Consents, Licenses and Approvals.    The Administrative Agent shall have received, with a counterpart for each
Lender, a certificate of a Responsible Officer of the Borrower either (i) attaching copies of all consents, authorizations and filings referred to in Section 6.1(i) of the Credit
Agreement, and stating that such consents, licenses and filings are in full force and effect, and each such consent, authorization
and filing shall be in form and substance satisfactory to the Administrative Agent or (ii) stating that no such consents, licenses or approvals are so required. 


        (h)    Other Conditions.    Each of the other conditions to the Amendment Effective Date provided in
Section 4.1(b) of the Credit Agreement shall have been satisfied. 




        7.    Representations and Warranties.    To induce the New Lender and the Existing Lenders to enter into this
Agreement, the Borrower hereby represents and warrants to the undersigned Lenders that, after giving effect to the increase of the Commitments and the other modifications to the Credit Agreement
provided for herein, the representations and warranties contained in the Credit Agreement and the other Loan Documents will be true and correct in all material respects as of the date hereof, except
for those representations and warranties that by their terms were made as of a specified date which shall be true and correct on and as of such date, and that no Default or Event of Default has
occurred and is continuing. 


        8.    Disclaimer.    The New Lender and each Existing Lender acknowledges and agrees that no Lender party to the
Credit Agreement (i) has made any representation or warranty and shall have no responsibility with respect to any statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Documents or any other instrument or document furnished
pursuant thereto; (ii) has made any representation or warranty and shall have no responsibility with respect to the financial condition of the Borrower or any other obligor or the performance
or observance by the Borrower or any obligor of any of their respective obligations under the Credit Agreement or any other Loan Documents or any other instrument or document furnished pursuant hereto
or thereto. The New Lender represents and warrants that it is legally authorized to enter into this Agreement, and the New Lender (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements delivered pursuant to Section 6.1 thereof and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Lenders or the Administrative Agent and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are incidental thereto; and (iv) agrees that it will be bound by the provisions of the Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 


        9.    No Other Amendments or Waivers.    Except as expressly amended or waived hereby, the Credit Agreement, the Note
and the other Loan Documents shall remain in full force and effect in 


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accordance
with their respective terms, without any waiver, amendment or modification of any provision thereof. 


        10.    Reaffirmations.    



        (a)   The
Borrower hereby reaffirms its obligations (including the obligations formerly owed by F&H, to which the Borrower has succeeded by operation of law) under the
Security Agreement and acknowledges and agrees, after giving effect to the Credit Agreement (including the amendments and increases thereto, effectuated by the First Amendment and by this Agreement),
that the security interest in the Collateral granted in the Security Agreement is continuing and in full force and effect in favor of the Collateral Agent on behalf of and for the ratable benefit of
the Secured Parties (as defined in the Security Agreement). 


        (b)   The
Borrower hereby reaffirms its obligations (including the obligations formerly owed by F&H, to which the Borrower has succeeded by operation of law) under the
Guarantee and acknowledges and agrees, after giving effect to the Credit Agreement (including the amendments and increases thereto, effectuated by the First Amendment and by this Agreement), that the
guarantee contained therein is continuing and shall remain in full force and effect in favor of the Collateral Agent on behalf of and for the ratable benefit of the Secured Parties (as defined in the
Security Agreement). 


        (c)   The
Borrower hereby reaffirms its obligations (including the obligations formerly owed by F&H, to which the Borrower has succeeded by operation of law) under the Pledge
Agreement and acknowledges and agrees, after giving effect to the Credit Agreement (including the amendments and increases thereto, effectuated by the First Amendment and by this Agreement), that the
grant of security interest in the Pledged Collateral (as defined in the Pledge Agreement) granted in the Pledge Agreement is continuing and in full force and effect in favor of the Collateral Agent on
behalf of and for the ratable benefit of the Secured Parties (as defined in the Security Agreement). 



        (d)   The
Borrower hereby reaffirms its obligations its obligations (including the obligations formerly owed by F&H, to which the Borrower has succeeded by operation of law)
under all of the other Loan Documents to which it is a party and acknowledges and agrees, after giving effect to the Credit Agreement (including the amendments and increases thereto, effectuated by
the First Amendment and by this Agreement), that such obligations are continuing and shall remain in full force and effect. 




        11.    Legal Opinions.    Within ten days after the Amendment Effective Date, the Borrower shall deliver to the
Administrative Agent an executed legal opinion of Vinson & Elkins LLP, counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and covering such matters
incident to the transactions contemplated by this Agreement as the Administrative Agent, the Existing Lenders and the New Lender may reasonably require;  provided that, the Administrative Agent may
extend the deadline for satisfaction of this covenant in its sole discretion. 


        12.    Counterparts.    This Agreement may be executed by one or more of the parties hereto on any number of separate
counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 


        13.    Waiver.    



        (a)   The
Borrower hereby makes a written request to increase the Total Commitments to $175,000,000 and hereby requests that such increase be effective as of the Increase
Effective Date. The Lenders hereby waive compliance with the terms and conditions of Section 4.1(b)(i), (ii) and (iii) of the Credit Agreement solely with respect to the
requirements under each such Section for the Borrower to deliver notice of a requested increase in Commitments. The Lenders hereby agree 



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and
acknowledge that this Agreement satisfies the notice and approval requirements set forth in such Sections. 


        (b)   The
Borrower hereby makes a written request to increase the Maximum Sub-Limit to $175,000,000 and hereby requests that such increase be effective as of the
Increase Effective Date. The Lenders hereby waive compliance with the terms and conditions of clause (a)(ii) of the definition of "Sub-Limit" in the Credit Agreement solely with
respect to the requirements under such clause for the Borrower to deliver a Sub-Limit Election Notice. The Lenders hereby agree and acknowledge that this Amendment satisfies the
requirements under the Credit Agreement to deliver a Sub-Limit Election Notice. 




        14.    Applicable Law.    This Agreement shall be governed by, and construed and interpreted in accordance with, the
Law of the state of New York. 


[SIGNATURE
PAGES FOLLOW] 


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        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. 



					
	 	 	 BUCKEYE ENERGY SERVICES LLC,
     as Borrower
	

 	
 	
 By:	
 	
/s/ KHALID MUSLIH






  Name:  Khalid Muslih

Title:    Vice President






 MANUFACTURERS AND TRADERS

TRUST COMPANY  



							
	 By:
	 	 /s/ FRANK HESTON








  Name:  Frank Heston

Title:     Vice President 	 	 	 	 





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 BNP PARIBAS, as Lender 



							
	 By:
	 	 /s/ KEITH COX








  Name:  Keith Cox

Title:     Managing Director 	 	 	 	 
	 By:
	 	 /s/ JORDAN NENOFF








  Name:  Jordan Nenoff

Title:     Director 	 	 	 	 






 BNP PARIBAS, as Administrative Agent 



							
	 By:
	 	 /s/ KEITH COX








  Name:  Keith Cox

Title:     Managing Director 	 	 	 	 
	 By:
	 	 /s/ JORDAN NENOFF








  Name:  Jordan Nenoff

Title:     Director 	 	 	 	 





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 UNIVEST NATIONAL BANK AND TRUST CO.  



							
	 By:
	 	   








  Name:

Title: 

	 	 	 	 





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 NATIXIS, NEW YORK BRANCH  



							
	 By:
	 	 /s/ SEVERINE PARDO








  Name:  Severine Pardo

Title:     Director 	 	 	 	 





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 DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN  





							
	
 By:	
 	
/s/ CARLOS LUNARDINI






  Name:  Carlos Lunardini

Title:    Vice President 	
 	
/s/ NICOLAS VON PFLUG






  Nicolas von Pflug
  Senior Vice President 





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 RZB FINANCE LLC  



							
	 By:
	 	   








  Name:

Title: 

	 	 	 	 





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 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH  



							
	 By:
	 	   








  Name:

Title: 

	 	 	 	 





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  Schedule 1.0 to
  Second Amendment and
  Increase Agreement    
    


 
 

  LENDERS AND COMMITMENTS    
    



					
	New Lender 	 	Applicable Lending Office 	 	Commitment 
	 Manufacturers and Traders Trust

Company
	 	One M&T Plaza

Buffalo, New York 14203-2399	 	$15,000,000
	 Univest National Bank and Trust Co.
	 	 14 North Main Street

Souderton, PA 18964
	 	

$15,000,000
	 Natixis, New York Branch
	 	 1251 Avenue of the Americas

New York, NY 10020
	 	

$25,000,000
	 DZ Bank AG Deutsche Zentral-Genossenschaftsbank Frankfurt Am Main
	 	 609 Fifth Avenue, 7th Floor

New York, NY 10017
	 	

$15,000,000
	 RZB Finance LLC
	 	 1133 Avenue of the Americas

New York, NY 10036
	 	

$15,000,000
	 BNP Paribas
	 	 787 Seventh Avenue, 30th Floor

New York, NY 10019
	 	

$75,000,000
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
	 	 1251 Avenue of the Americas

New York, NY 10020-1104
	 	

$15,000,000





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QuickLinks



Exhibit 10.20

EXECUTION VERSION


SECOND AMENDMENT AND INCREASE AGREEMENT

RECITALS


Schedule 1.0 to Second Amendment and Increase Agreement


LENDERS AND COMMITMENTS