Exhibit 10.16


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is made and entered into
as of October 28, 2005, 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 August 6,
2004, as amended by that First Amendment to Credit Agreement, dated as of December 15,
2004 and by that Second Amendment to Credit Agreement, dated as of July 29,
2005 (the “Credit Agreement”;
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement as amended hereby) pursuant to
which the Lenders have made certain financial accommodations available to the
Borrower; and


 


WHEREAS, the Borrower has requested that the
Lenders and the Administrative Agent amend certain provisions of the Credit
Agreement, and subject to the terms and conditions hereof, the Lenders 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 [***] of the Credit Agreement is hereby amended by deleting [***] in its entirety and replacing [***].


 


(b)                                 Schedule 9.03 of
the Credit Agreement is hereby amended by (i) increasing the amount of
Project Loans permitted for WesPac Pipelines - Memphis LLC from $800,000 to
$30,000,000 and (ii) increasing the amount of Investments permitted for
Wespac Piplines - Memphis LLC from $150,000 to $5,625,000.


 


2.                                       [***]


 


3.                                       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


 






[***] Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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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 and (ii) executed counterparts to this Amendment from
the Borrower, the Guarantors and the Required Lenders. When the foregoing
conditions are met, (i) the amendments set forth in Section 1(a) above
shall be effective upon [***] and (ii) the
amendment set forth in Section 1(b) shall be effective as of the date
of this Amendment.


 


4.                                       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, moratorium and other laws affecting creditors’ rights and
remedies in general; 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.


 


5.                                       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 indebtedness now or hereafter
outstanding under the Credit Agreement as amended hereby and all promissory
notes issued thereunder. Each Guarantor acknowledges that, notwithstanding 


 






[***] Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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anything to the contrary contained herein or in any other document
evidencing any indebtedness of the Borrower to the Lenders or any other
obligation of the Borrower, or any actions now or hereafter taken by the
Lenders with respect to any obligation of the Borrower, its Guaranty (i) is
and shall continue to be a primary obligation of such Guarantor, (ii) is
and shall continue to be an absolute, unconditional, joint and several,
continuing and irrevocable guaranty of payment, and (iii) is and shall
continue to be in full force and effect in accordance with its terms. Nothing
contained herein to the contrary shall release, discharge, modify, change or
affect the original liability of the Guarantors under the Guaranties.


 


6.                                       Effect of Amendment. Except as set
forth expressly herein, all terms of the Credit Agreement, as amended hereby,
and the other Loan Documents shall be and remain in full force and effect and
shall constitute the legal, valid, binding and enforceable obligations of the
Borrower to the Lenders and the Administrative Agent. The execution, delivery
and effectiveness of this 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.


 


7.                                       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.


 


8.                                       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.


 


9.                                       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.


 


10.                                 Costs and
Expenses. The Borrower agrees to pay on demand all 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.


 


11.                                 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.


 


12.                                 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]


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed, under seal in the case of the
Borrower and the Guarantor, 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/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GUARANTORS:

  	
  WOOD RIVER PIPE LINES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUCKEYE PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Buckeye
  GP LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUCKEYE PIPE LINE HOLDINGS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Buckeye
  GP LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
							



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  BUCKEYE GULF COAST HOLDINGS I, LLC

  
	
   

  	
   

  
	
   

  	
  By: Buckeye Pipe Line Holdings, L.P.,

  
	
   

  	
  its Sole Manager

  
	
   

  	
   

  
	
   

  	
  By:  Buckeye GP LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUCKEYE GULF COAST HOLDINGS II, LLC

  
	
   

  	
   

  
	
   

  	
  By: Buckeye Pipe Line Holdings, L.P.,

  
	
   

  	
  its Sole Manager

  
	
   

  	
   

  
	
   

  	
  By: Buckeye GP LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
  BUCKEYE GULF COAST PIPE LINES, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Buckeye
  Gulf Coast Holdings I, LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:  Buckeye Pipe Line Holdings, L.P.,

  
	
   

  	
  its Sole Manager

  
	
   

  	
   

  
	
   

  	
  By:  Buckeye GP LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  BUCKEYE TERMINALS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORCO PIPE LINE COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EVERGLADES PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Buckeye
  GP LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUCKEYE PIPE LINE TRANSPORTATION, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESPAC PIPELINES - RENO, LLC

  
	
   

  	
   

  
	
   

  	
  By:  Buckeye
  Pipe Line Holdings, L.P.,

  
	
   

  	
  its sole member

  
	
   

  	
   

  
	
   

  	
    By:  Buckeye
  GP LLC,

  
	
   

  	
  its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  BUCKEYE TEXAS PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  BUCKEYE
  GULF COAST HOLDINGS I,

  
	
   

  	
  LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAUREL PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  BUCKEYE
  GP LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President - Finance

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  LENDER, ISSUING BANK

  	
   

  
	
  AND AGENT:

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  DAVID EDGE

  	
   

  
	
   

  	
  Name:

  	
  David Edge

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  BANK OF AMERICA, N.A., successor by merger

  
	
   

  	
  to FLEET NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  GREGORY B. HANSON

  	
   

  
	
   

  	
  Name:

  	
  Gregory B. Hanson

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
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  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  TODD MOGIL

  	
   

  
	
   

  	
  Name:

  	
  Todd Mogil

  	
   

  
	
   

  	
  Title:

  	
  Attorney-in-Fact

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  J. ONISCHUK

  	
   

  
	
   

  	
  Name:

  	
  J. Onischuk

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  RUSSELL OTTS

  	
   

  
	
   

  	
  Name:

  	
  Russell Otts

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  JEANIE GONZALEZ

  	
   

  
	
   

  	
  Name:

  	
  Jeanie Gonzalez

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  KRISTEN L. RUTH

  	
   

  
	
   

  	
  Name:

  	
  Kristen L. Ruth

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  UNION BANK
  OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  SEAN MURPHY

  	
   

  
	
   

  	
  Name:

  	
  Sean Murphy

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  THE ROYAL BANK OF SCOTLAND plc

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  MATTHEW MAIN

  	
   

  
	
   

  	
  Name:

  	
  Matthew Main

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  ROYAL BANK OF CANADA

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  JASON YORK

  	
   

  
	
   

  	
  Name:

  	
  Jason York

  	
   

  
	
   

  	
  Title:

  	
  Attorney-in-Fact

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  UFJ BANK LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  TIM GREEN

  	
   

  
	
   

  	
  Name:

  	
  Tim Green

  	
   

  
	
   

  	
  Title:

  	
  Portfolio Manager

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  UBS LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  MARC SILEO

  	
   

  
	
   

  	
  Name:

  	
  Marc Sileo

  	
   

  
	
   

  	
  Title:

  	
  Associate Director

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  MARIE A. HADDAD

  	
   

  
	
   

  	
  Name:

  	
  Marie A. Haddad

  	
   

  
	
   

  	
  Title:

  	
  Associate Director

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  MERRILL LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  LOUIS ALDER

  	
   

  
	
   

  	
  Name:

  	
  Louis Alder

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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  WILLIAM STREET CREDIT CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  MARK WALTON

  	
   

  
	
   

  	
  Name:

  	
  Mark Walton

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD AMENDMENT
TO CREDIT AGREEMENT]


 


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  LEHMAN BROTHERS BANK, FSB

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/
  JANINE M. SHUGAN

  	
   

  
	
   

  	
  Name:

  	
  Janine M. Shugan

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
						



 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT]


 


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EXHIBIT A


 


[***]


 






[***] Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


24

















 


EXHIBIT B


 


[***]


 






[***] Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


25