Exhibit 10.1


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this
“Third Amendment”) is made and
entered into as of January 23, 2008, 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”).


 


WITNESSETH:


 


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, Farm & Home Oil Company, a Pennsylvania corporation (“F&H Inc.”) is a party to that
certain Amended and Restated Loan and Security Agreement, dated as of December 22,
2006 as amended through the date hereof (the “F&H
Facility”),
among F&H Inc., Univest National Bank and Trust Co., as agent thereunder,
and certain other parties thereto, pursuant to which F&H Inc. (a) has
Debt outstanding and (b) has granted Liens against certain of its assets;
and


 


WHEREAS, Buckeye Energy Holdings LLC, a Delaware limited liability
company and a Restricted Subsidiary of the Borrower (“BEH”),
and certain other parties entered into a Purchase Agreement, dated as of December 21,
2007 (the “Purchase Agreement”),
pursuant to which, among other things and subject to certain conditions,
F&H Inc. will merge with and into Farm & Home Oil Company LLC, a
Pennsylvania limited liability company (“F&H”),
with F&H surviving such merger, and BEH will purchase all of the
outstanding member interests in F&H; and


 


WHEREAS, the Borrower has requested that the Lenders and the
Administrative Agent amend certain provisions of the Credit Agreement to permit
BEH, Buckeye Energy Services LLC, a Delaware limited liability company and a
Restricted Subsidiary of the Borrower (“BES”), and,
after consummation of the transactions contemplated by the Purchase Agreement,
F&H, to incur certain Debt and Liens, including the F&H Facility and
related Liens, and any supplements or refinancings thereof, and to make certain
other changes to the Credit Agreement all on the terms set forth herein, and subject
to the terms and conditions hereof, the Lenders are willing to do so;


 


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


 

















 


1.                                       Amendments.


 


(a)                                  Section 1.01
of the Credit Agreement is hereby amended by adding the following new
definitions of “BEH”, “BES”, “F&H”, “F&H Closing”, “F&H Inc.”, “Hedged
Eligible Inventory”, “Intermediate Investments”, “Intermediate Loans”, “Marketing
Loans”, “Marketing Loan Documents”, “Third Amendment” and “Third Amendment
Closing Date” in the appropriate alphabetical order and by replacing the
definition of “Funded Debt” in its entirety with the following:


 


“BEH”
shall mean Buckeye Energy Holdings LLC, a Delaware limited liability company
and a Restricted Subsidiary of the Borrower.


 


“BES”
shall mean Buckeye Energy Services LLC, a Delaware limited liability company
and a Restricted Subsidiary of the Borrower.


 


“F&H”
shall mean Farm & Home Oil Company LLC, a Pennsylvania limited
liability company and a Restricted Subsidiary of the Borrower.


 


“F&H
Closing” shall mean the consummation of the
transactions contemplated by that certain Purchase Agreement dated as of December 21,
2007, among BEH and certain other parties, pursuant to which, among other
things and subject to certain conditions, F&H Inc. will merge with and into
F&H, with F&H surviving such merger, and BEH will purchase all of the
membership interests in F&H.


 


“F&H Inc.” shall mean Farm &
Home Oil Company, a Pennsylvania corporation and the predecessor to F&H.


 


 “Funded Debt”
shall mean for any Person, Debt of such Person and its Consolidated
Subsidiaries (other than the type described in subsection (xiii) of the
definition of Debt), less all obligations of such Person and its Consolidated
Subsidiaries to pay the deferred purchase price of Property or services
obtained in the ordinary course of business, in each case as determined on a
consolidated basis in accordance with GAAP; provided, however,
that for the purposes of calculating the Funded Debt Ratio, Funded Debt
will exclude (to the extent
otherwise included in Funded Debt) (i) an amount of Hybrid
Securities not to exceed 15% of Consolidated Total Capitalization, (ii) the
lesser of (a) 90% of the value of the Hedged Eligible Inventory of the
Marketing Entities plus 70% of the outstanding accounts receivable of the
Marketing Entities (so long as such accounts receivable have no more than
30-day terms and are not more than 30 days past due), or (b) the amount
outstanding under the Marketing Loans, (iii) performance bonds issued by,
and letter of credit reimbursement obligations incurred by, any Marketing
Entities (and guarantees thereof by the Borrower) with respect to fuel tax
liabilities of the Marketing Entities and obligations of the Marketing Entities
under 


 

















 


product purchase and/or
supply agreements, in an aggregate amount not to exceed $50,000,000 and (iv) Intermediate
Loans in an aggregate amount not to exceed $5,000,000.


 


“Hedged Eligible Inventory”
shall mean Petroleum Products with respect to which the value has been
effectively hedged on a net hedge basis for delivery within the next 180 days by either (i) a NYMEX contract
or an over-the-counter contract, which hedging contract may be subject to Liens
securing the Marketing Loans, or (ii) a contract for physical delivery to
an investment-grade counterparty or other counterparty that is reasonably
acceptable to the Administrative Agent; provided, however,
that Petroleum Products that would constitute Hedged Eligible Inventory except
that such inventory has been hedged for delivery within the next 365 days but
more than 180 days out (the “Long Term Hedged Inventory”) shall be included as
Hedged Eligible Inventory to the extent such Long Term Hedged Inventory does
not exceed 10% of the total Hedged Eligible Inventory.


 


“Intermediate Investments” shall
mean loans and advances made by one or more of the Marketing Entities to retail
distributors of transportation fuels in connection with the Intermediate Loans.


 


“Intermediate Loans”
shall mean Debt incurred by the Marketing Entities and owed to major oil
companies to, among other things, make Intermediate Investments.


 


“Marketing Entities”
shall mean, collectively, BEH, BES, F&H and their Subsidiaries.


 


“Marketing Loans”
shall mean Debt in the aggregate principal amount of up to $250,000,000
incurred by one or more of the Marketing Entities to finance working capital
and for general corporate purposes (either through assumption of the F&H Facility
(as defined in the Third Amendment) and/or through one or more new credit
facilities).  For the avoidance of doubt,
the Marketing Loans shall be non-recourse to the Borrower and all of its
Subsidiaries other than the Marketing Entities.


 


“Marketing Loan Documents”
shall mean the credit agreements and related documents governing the Marketing
Loans.


 


“Petroleum Products”
means crude oil, condensate, natural gas, natural gas liquids (NGL’s),
liquefied petroleum gases (LPG’s), refined petroleum products, bio-fuels or any
blend thereof.


 


 “Third Amendment” shall mean that
certain Third Amendment to Credit Agreement, dated as of the Third Amendment
Closing Date, by and among the Borrower and certain of the lenders party
thereto.


 

















 


“Third Amendment Closing Date”
shall mean January 23, 2008.


 


(b)                                 Section 8.01
of the Credit Agreement is hereby amended by adding the following as new
subsections (i), (j) and (k):


 


(i)                                     Marketing Entities Hedging Report.  Promptly and no later than 15 days after the
end of each fiscal month of the Borrower, a report describing the hedging
agreements to which the Marketing Entities are parties, including the following
information: (a) the type of product, (b) volume, (c) location, (d) schedule
of inventory hedges in place (with counterparties and maturity dates) and (e) such
other detailed information regarding such hedges as reasonably requested by the
Administrative Agent.


 


(j)                                     Marketing Entities Receivables Report.   Promptly and no later than 15 days after the
end of each fiscal month of the Borrower, an accounts receivables aging report
for the Marketing Entities.


 


(k)                                  Marketing
Entities Borrowing Base Reporting.  As soon as available and in any event within
the time periods required thereunder, copies of any borrowing base reporting
required under the Marketing Loan Documents and any other reports related
thereto that the Administrative Agent may reasonably request.


 


(c)                                  Section 9.01
of the Credit Agreement is hereby amended by deleting the word “and” from the
end of subsection (h), by removing the period and adding a semicolon at the end
of subsection (i) and by adding the following subsections (j), (k), (l) and
(m) to such Section:


 


(j)  The Marketing Loans;


 


(k)  From and after the F&H Closing,
Intermediate Loans in an aggregate amount not to exceed $5,000,000 at any one
time outstanding;


 


(l)  From and after the F&H Closing,
equipment lease obligations incurred by the Marketing Entities in an aggregate amount not to exceed $5,000,000
at any one time; and


 


(m)  From and after the F&H Closing,
performance bonds in an aggregate amount not to exceed $50,000,000 issued by
the Marketing Entities in the ordinary course of business, and guarantees
thereof by the Borrower.


 


(d)                                 Section 9.02
of the Credit Agreement is hereby amended by deleting the word “and” from the
end of subsection (d), by removing the period and adding a semicolon at the end
of subsection (e) and by adding the following subsections (f), (g) and
(h) to such Section:


 

















 


(f)                                    Liens
solely on the assets of the Marketing Entities securing the Marketing Loans;


 


(g)                                 Liens
on the Intermediate Investments securing the Intermediate Loans permitted under
Section 9.01(k); and


 


(h)                                 Liens
securing Debt of the Marketing Entities permitted under Section 9.01(l); provided,  that any
such Lien shall not extend to any Property other than the Property whose
acquisition is financed by such Debt.


 


(e)                                  Section 9.03
of the Credit Agreement is hereby amended by deleting subsections (g) and (h) thereof
and replacing such subsections in their entirety with the following new
subsections (g) and (h), adding a “; and” at the end of subsection (i),
and adding a new subsection (j) to such Section:


 


(g)                                 investments,
loans or extensions of credit made in or to the Borrower or any Restricted
Subsidiary;


 


(h)                                 investments,
loans or extensions of credit in or to any Person (other than the Borrower or
any Restricted Subsidiary) not to exceed $100,000,000 in the aggregate at any
time outstanding;


 


(j)                                     the
Intermediate Investments.


 


(f)  Section 9.07 is hereby amended by
replacing such section in its entirety with the following:


 


Section 9.07. Restrictive
Agreements.


 


The Borrower will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, enter into, incur or permit
to exist any agreement that prohibits, restricts or imposes any condition upon
the ability of any such Restricted Subsidiary to declare or pay dividends or
distributions to holders of its equity interests, to make or repay loans or
advances to the Borrower or any other Restricted Subsidiary, to guarantee Debt
of the Borrower or any other such Restricted Subsidiary or to transfer any of
its property or assets to the Borrower or any such Restricted Subsidiary; provided, that (A) the foregoing shall not apply to
restrictions or conditions imposed by law, this Agreement or any other Loan
Document, the Note Agreements, the Indenture (in the case of the Note
Agreements and the Indenture, as in effect on the date hereof), any Hybrid
Securities, or to the extent such restrictions or conditions apply only to the
Marketing Entities, the Marketing Loan Documents, and (B) the foregoing
shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of any Restricted Subsidiary of the Borrower
pending such sale, provided such restrictions and conditions 


 

















 


apply only to the Restricted Subsidiary that is sold
and such sale is permitted hereunder.


 


(f)  Section 9.16 is hereby amended by
replacing such section in its entirety with the following:


 


Section 9.16. Transactions
with Affiliates.


 


The Borrower will not, and will not cause or permit
any Guarantor or any Restricted Subsidiary to enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of
Property or the rendering of any service, with any Affiliate unless such
transactions (i) are otherwise permitted under this Agreement, (ii) are
solely between or among the Restricted Subsidiaries or the Borrower and one or
more Restricted Subsidiaries or (iii) are in the ordinary course of its
business and are upon fair and reasonable terms no less favorable to it than it
would obtain in a comparable arm’s length transaction with a Person not an
Affiliate; provided, however, that the foregoing
shall not prohibit or prevent the Borrower, any Guarantor or any Restricted
Subsidiary from performing under any agreement in effect on the date hereof.


 


(g)                                 Exhibit D-1
of the Credit Agreement is hereby amended by replacing such Exhibit in its
entirety with the 

Exhibit D-1 attached hereto.


 


(h)                                 Schedule
7.14 of the Credit Agreement is hereby amended by replacing such Schedule in
its entirety with the Schedule 7.14 attached hereto.


 


(i)                                     Schedule
7.22 of the Credit Agreement is hereby amended by replacing such Schedule in
its entirety with the Schedule 7.22 attached hereto.


 


2.                                       Conditions to Effectiveness of this Third
Amendment. Notwithstanding any other provision of this Third
Amendment and without affecting in any manner the rights of the Lenders
hereunder, it is understood and agreed that this Third Amendment shall not
become effective, and the Borrower shall have no rights under this Third
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 Third 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 to this Third Amendment from the
Borrower, the Guarantors and the Required Lenders as well as additional
promissory notes, and other loan documents as the Administrative Agent may
reasonably request.


 


3.                                       Representations and Warranties.  To induce the Lenders and the Administrative
Agent to enter into this Third 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 Third Amendment and the
performance of this Third 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
Third 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 Third 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 Third Amendment Closing Date.


 


4.                                       Reaffirmations and Acknowledgments.


 


Each Guarantor consents to the execution and delivery by the Borrower
of this Third 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.


 


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


 


6.                                       Governing Law.   This Third 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.


 


7.                                       No Novation.  This Third 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.


 


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


 


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


 


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


 


11.                                 Entire
Understanding.  This Third
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 Third Amendment
to be duly executed by their respective authorized officers as of the day and
year first above written.


 


 


	
  BORROWER:

  	
  BUCKEYE
  PARTNERS, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Buckeye
  GP LLC, its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
       Name: Vance
  E. Powers

  	
   

  
	
   

  	
         Title:
  Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:     BUCKEYE
  PIPE LINE

  COMPANY, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  MAINLINE
  L.P.

  	
   

  
	
   

  	
   

  	
  its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  MAINLINE
  GP, INC.

  	
   

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCKEYE
  PIPE LINE HOLDINGS, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  MAINLINE
  L.P.

  	
   

  
	
   

  	
   

  	
  its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  MAINLINE
  GP, INC.

  	
   

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCKEYE
  GULF COAST HOLDINGS I, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
													



 

















 


	
   

  	
  BUCKEYE
  GULF COAST HOLDINGS II, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCKEYE
  GULF COAST PIPE LINES, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  BUCKEYE
  GULF COAST HOLDINGS I, LLC

  	
   

  
	
   

  	
   

  	
  its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BUCKEYE
  TERMINALS, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORCO
  PIPE LINE COMPANY, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EVERGLADES
  PIPE LINE COMPANY, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  MAINLINE
  L.P.

  	
   

  
	
   

  	
   

  	
  its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  MAINLINE
  GP, INC.

  	
   

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
												



 

















 


	
   

  	
  WOOD
  RIVER PIPE LINES LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCKEYE
  PIPE LINE TRANSPORTATION LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCKEYE
  TEXAS PIPE LINE COMPANY, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  BUCKEYE
  GULF COAST HOLDINGS I, LLC

  	
   

  
	
   

  	
   

  	
  its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCKEYE
  NGL PIPE LINES LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FERRYSBURG
  TERMINAL, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Name:
  Vance E. Powers

  	
   

  
	
   

  	
   

  	
   

  	
     Title:   Acting Chief Financial Officer

  	
   

  
											



 

















 


	
  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 J. Mogil

  	
   

  
	
   

  	
   

  	
  Name:
  Todd J. Mogil

  	
   

  
	
   

  	
   

  	
  Title:   Attorney-in-fact

  	
   

  
						



 

















 


	
   

  	
  BNP PARIBAS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Cox

  	
   

  
	
   

  	
   

  	
  Name:
  Mark A. Cox

  	
   

  
	
   

  	
   

  	
  Title:   Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Hawthorne

  	
   

  
	
   

  	
   

  	
  Name:
  Richard Hawthorne

  	
   

  
	
   

  	
   

  	
  Title:
   Vice President

  	
   

  
						



 
















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth J. Fatur

  	
   

  
	
   

  	
   

  	
  Name:
  Kenneth J. Fatur

  	
   

  
	
   

  	
   

  	
  Title:   Senior
  Vice President

  	
   

  
						



 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Pritchett

  	
   

  
	
   

  	
   

  	
  Name:
  Paul Pritchett

  	
   

  
	
   

  	
   

  	
  Title:   Vice
  President

  	
   

  
						



 

















 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcus Tarkington

  	
   

  
	
   

  	
   

  	
  Name:
  Marcus Tarkington

  	
   

  
	
   

  	
   

  	
  Title:   Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rainer Meier

  	
   

  
	
   

  	
   

  	
  Name:
  Rainer Meier

  	
   

  
	
   

  	
   

  	
  Title:   Vice
  President

  	
   

  
						



 

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND plc

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Preece

  	
   

  
	
   

  	
   

  	
  Name:
  John Preece

  	
   

  
	
   

  	
   

  	
  Title:  Vice
  President

  	
   

  
						



 

















 


	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI UFJ,

  	
   

  
	
   

  	
  LTD.,
  HOUSTON AGENCY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kelton Glasscock

  	
   

  
	
   

  	
   

  	
  Name:
  Kelton Glasscock

  	
   

  
	
   

  	
   

  	
  Title:
   Vice President & Manager

  	
   

  
						



 

















 


	
   

  	
  MORGAN STANLEY BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Twenge

  	
   

  
	
   

  	
   

  	
  Name:
  Daniel Twenge

  	
   

  
	
   

  	
   

  	
  Title:  Authorized
  Signatory

  	
   

  
						



 

















 


	
   

  	
  WELLS FARGO BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sushim R. Shah

  	
   

  
	
   

  	
   

  	
  Name:
  Sushim R. Shah

  	
   

  
	
   

  	
   

  	
  Title:
  VP and Senior Relationship Manager

  	
   

  
							



 

















 


	
   

  	
  UBS LOAN FINANCE LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  	
   

  
	
   

  	
   

  	
  Name:
  Irja R. Otsa

  	
   

  
	
   

  	
   

  	
  Title:   Associate
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  	
   

  
	
   

  	
   

  	
  Name:
  Mary E. Evans

  	
   

  
	
   

  	
   

  	
  Title:   Associate
  Director

  	
   

  
						



 

















 


	
   

  	
  MERRILL LYNCH BANK USA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Derek Befus

  	
   

  
	
   

  	
   

  	
  Name:
  Derek Befus

  	
   

  
	
   

  	
   

  	
  Title:  Vice
  President

  	
   

  
						



 

















 


	
   

  	
  WILLIAM STREET CREDIT CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Walton

  	
   

  
	
   

  	
   

  	
  Name:
  Mark Walton

  	
   

  
	
   

  	
   

  	
  Title:
  Assistant Vice-President

  	
   

  
						



 

















 


	
   

  	
  LEHMAN BROTHERS BANK, FSB

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janine Shugan

  	
   

  
	
   

  	
   

  	
  Name:
  Janine Shugan

  	
   

  
	
   

  	
   

  	
  Title:   Authorized
  Signatory

  	
   

  
						



 

















 


EXHIBIT D-1


 


RESTRICTED SUBSIDIARIES


AS OF THE DATE HEREOF


 


Buckeye Pipe Line Company, L.P.


Buckeye Pipe Line Holdings, L.P.


Buckeye Gulf Coast Holdings I, LLC


Buckeye Gulf Coast Holdings II, LLC


Buckeye Gulf Coast Pipe Lines, L.P.


Buckeye Terminals, LLC


NORCO Pipe Line Company, LLC


Everglades Pipe Line Company, L.P.


Laurel Pipe Line Company, L.P.


Wood River Pipe Lines LLC


Buckeye Pipe Line Transportation LLC


Buckeye Texas Pipe Line Company, L.P.


Buckeye NGL Pipe Lines LLC


Ferrysburg Terminal, LLC


Buckeye Gas Storage LLC


Lodi Gas Storage, L.L.C.


Lodi Development, L.L.C.


WesPac Pipelines – Reno, LLC


Buckeye Energy Holdings LLC


Buckeye Energy Services LLC


Buckeye Mexico Holdings LLC


Farm & Home Oil Company*


 






* This entity will become a Restricted Subsidiary upon the F&H
Closing.