Exhibit 10.15


 


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is made and entered into
as of July 29, 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 (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 1.01, Certain Defined
Terms, of the Credit Agreement is hereby amended by replacing the definition of
EBITDA in its entirety with the following definition:


 


“EBITDA” shall mean for any
Person for any period, the sum of Consolidated Net Income for such period plus the following
expenses or charges to the extent deducted from Consolidated Net Income for
such period: interest, taxes, depreciation, depletion, amortization and GP
Incentive Compensation Payments; provided, however,
with respect to the Borrower, if during any period the Borrower or any
Restricted Subsidiary acquires any Person and such acquired Person becomes a
Restricted Subsidiary, or the Borrower or a Restricted Subsidiary acquires all
or substantially all of the assets of any Person, the EBITDA attributable to
such Person or assets for such period determined on a pro forma basis (as
reasonably diligenced by the Borrower) may be included in EBITDA for the
calculation of the Funded Debt Ratio.


 

















 


2.                                       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 and (ii) executed
counterparts to this Amendment from the Borrower, the Guarantors and the Required
Lenders;


 


3.                                       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 partnership, 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.


 


4.                                       Reaffirmations and Acknowledgments.


 


Each Guarantor consents to the execution and
delivery by the Borrower of this Amendment and jointly and severally ratify and
confirm 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 


 


2

















 


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.


 


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 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.


 


6.                                       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.


 


7.                                       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.


 


8.                                       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.


 


9.                                       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.


 


10.                                 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.


 


11.                                 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]


 


3

















 


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 SECOND
AMENDMENT TO CREDIT AGREEMENT]


 

















 


	
   

  	
  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

  
								



 

















 


	
   

  	
  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 COMPANY OF

  MICHIGAN, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Buckeye GP 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

  
					



 

















 


	
  LENDER, ISSUING BANK

  	
   

  
	
  AND AGENT:

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOE
  MCCREERY

  	
   

  
	
   

  	
  Name: 

  	
  Joe McCreery

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  
						



 

















 


	
   

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

  
	
   

  	
  to FLEET NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL
  J. BROCHETTI

  	
   

  
	
   

  	
  Name: 

  	
  Michael J. Borchetti

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  
						



 

















 


	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SHIRLEY
  E. BURROW

  	
   

  
	
   

  	
  Name: 

  	
  Shirley E. Burrow

  	
   

  
	
   

  	
  Title: 

  	
  Attorney-in-Fact

  	
   

  
						



 

















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RUSSELL
  OTTS

  	
   

  
	
   

  	
  Name: 

  	
  Russell Otts

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GREG
  SMOTHERS

  	
   

  
	
   

  	
  Name: 

  	
  Greg Smothers

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JEANIE
  GONZALEZ

  	
   

  
	
   

  	
  Name: 

  	
  Jeanie Gonzalez

  	
   

  
	
   

  	
  Title: 

  	
  Senior Vice President

  	
   

  
						



 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  KATHARINE KAPPLER

  	
   

  
	
   

  	
  Name:

  	
  Katharine Kappler

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  NATIONAL AUSTRALIA BANK LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND plc

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MATTHEW
  J. MAIN

  	
   

  
	
   

  	
  Name:

  	
  Matthew J. Main

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 

















 


	
   

  	
  ROYAL BANK OF CANADA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JASON
  YORK

  	
   

  
	
   

  	
  Name:

  	
  Jason York

  	
   

  
	
   

  	
  Title:

  	
  Attorney-in-Fact

  	
   

  
						



 

















 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEVEN D.
  SMITH

  	
   

  
	
   

  	
  Name:

  	
    Keven D. Smith

  	
   

  
	
   

  	
  Title:

  	
   Vice
  President

  	
   

  
						



 

















 


	
   

  	
  UFJ BANK LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TIM
  GREEN

  	
   

  
	
   

  	
  Name:

  	
  Tim Green

  	
   

  
	
   

  	
  Title:

  	
  Portfolio Manager

  	
   

  
						



 

















 


	
   

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILFRED
  V. SAINT

  	
   

  
	
   

  	
  Name:

  	
  Wilfred V. Saint

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOSELIN
  FERNANDES

  	
   

  
	
   

  	
  Name:

  	
  Joselin Fernandes

  	
   

  
	
   

  	
  Title:

  	
  Associate Director

  	
   

  
						



 

















 


	
   

  	
  MERRILL LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LOUIS
  ALDER

  	
   

  
	
   

  	
  Name:

  	
  Louis Alder

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
						



 

















 


	
   

  	
  WILLIAM STREET CREDIT CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MANDA D’AGATA

  	
   

  
	
   

  	
  Name:

  	
  Manda D’Agata

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
	
   

  	
   

  
						



 

















 


	
   

  	
  LEHMAN BROTHERS BANK, FSB

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JANINE
  M. SHUGAN

  	
   

  
	
   

  	
  Name:

  	
  Janine M. Shugan

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory