exv10w18






Exhibit 10.18




FIFTH AMENDMENT TO CREDIT AGREEMENT




     THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into
as of May 28, 2010, by and among BUCKEYE PARTNERS, L.P., a Delaware limited partnership
(the “Borrower”), the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its
capacity as administrative agent for the Lenders (the “Administrative Agent”).



W I T N E S S E T H:




     WHEREAS, the Borrower, the several banks and other financial institutions party
thereto (collectively, the “Lenders”) and the Administrative Agent are parties to that
certain Credit Agreement, dated as of November 13, 2006 (as amended, supplemented and
modified from time to time, the “Credit Agreement”; capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit Agreement as
amended hereby), pursuant to which the Lenders have made certain financial accommodations
available to the Borrower; and



     WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent
amend certain provisions of the Credit Agreement, and subject to the terms and conditions
hereof, the Lenders executing this Amendment are willing to do so;



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



     1. Amendment. Section 1.1 of the Credit Agreement is hereby amended by
replacing the definition “Marketing Loans” in its entirety with the following:




     “Marketing Loans” shall mean Debt in the aggregate principal amount of
up to $500,000,000 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.



     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 formation, certificate
of partnership, partnership agreement, operating agreement or other organizational
documents; (iv) do not violate any law or regulation, or any order or decree of any
Governmental Authority; (v) do not conflict with or result in the breach or termination of,
constitute a default under or accelerate any performance required by, any indenture,
mortgage, deed of trust, lease, agreement or other instrument to which such Loan Party or
any of its Subsidiaries is a party or by which such Loan Party or any such Subsidiary or
any of their respective property is bound; (vi) do not result in the creation or imposition
of any Lien upon any of the property of such Loan Party or any of its Subsidiaries; and
(vii) do not require the consent or approval of any Governmental Authority or any other
Person;



     (b) This Amendment has been duly executed and delivered for the benefit of or on
behalf of each Loan Party and constitutes a legal, valid and binding obligation of each
Loan Party, enforceable against such Loan Party in accordance with its terms except as the
enforceability hereof may be limited by bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and other similar laws of general application relating to or
affecting creditors’ rights and general principles of equity; and



     (c) After giving effect to this Amendment, the representations and warranties
contained in the Credit Agreement and the other Loan Documents are true and correct in all
material respects, and no Default or Event of Default has occurred and is continuing as of
the date hereof.



     4. Reaffirmations and Acknowledgments.



     Each Guarantor consents to the execution and delivery by the Borrower of this
Amendment and jointly and severally ratifies and confirms the terms of its Guaranty with
respect to the Debt now or hereafter outstanding under the Credit Agreement as amended
hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that,
notwithstanding anything to the contrary contained herein or in any other document
evidencing any Debt of the Borrower to the Lenders or any other obligation of the Borrower,
or any actions now or hereafter taken by the Lenders with respect to any obligation of the
Borrower, its Guaranty (i) is and shall continue to be a primary obligation of such
Guarantor, (ii) is and shall continue to be an absolute, unconditional, joint and several,
continuing and irrevocable guaranty of payment, and (iii) is and



 









 




shall continue to be in full force and effect in accordance with its terms. Nothing
contained herein to the contrary shall release, discharge, modify, change or affect the
original liability of the Guarantors under the Guaranties.




     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 reasonable
costs and expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the reasonable
fees and out-of-pocket expenses of outside counsel for the Administrative Agent with
respect thereto.



     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]








 









 








     IN WITNESS WHEREOF, the parties hereto have caused this 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/ William H. Schmidt, Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	William H. Schmidt, Jr.	 	 
	 

	 	 	 	Title:
	 	Vice President, General Counsel and
Secretary	 	 






	 	 	 	 	 	 	 	 	 	 	 

	 	 	GUARANTORS: BUCKEYE PIPE LINE COMPANY, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By	 	MAINLINE L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	MAINLINE GP, INC.	 	 
	 	 	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

	 	 
	 

	 	 	 	 	 	 	 	Name: William H. Schmidt, Jr.	 	 
	 

	 	 	 	 	 	 	 	Title:   Vice President, General
Counsel
and

            Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BUCKEYE PIPE LINE HOLDINGS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By	 	MAINLINE L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	MAINLINE GP, INC.	 	 
	 	 	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

	 	 
	 

	 	 	 	 	 	 	 	Name: William H. Schmidt, Jr.	 	 
	 

	 	 	 	 	 	 	 	Title:   Vice President, General Counsel
and

            Secretary	 	 






 









 





	 	 	 	 	 	 	 	 	 

	 	 	BUCKEYE GULF COAST HOLDINGS I, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	Title:   Vice President, General Counsel and

            Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BUCKEYE GULF COAST HOLDINGS II, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	Title:   Vice President, General Counsel and 

            Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BUCKEYE GULF COAST PIPE LINES, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	BUCKEYE GULF COAST
HOLDINGS I, LLC	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	Title:   Vice President, General Counsel and 

            Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BUCKEYE TERMINALS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	Title:   Vice President, General Counsel and 

            Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NORCO PIPE LINE COMPANY, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	Title:   Vice President, General Counsel and 

            Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EVERGLADES PIPE LINE COMPANY, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	MAINLINE L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	MAINLINE GP, INC.	 	 
	 

	 	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	Title:   Vice President, General Counsel and 
            Secretary	 	 






 









 






	 	 	 	 	 	 	 	 	 

	 	 	WOOD RIVER PIPE LINES LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	Title:   Vice President, General Counsel and 

            Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BUCKEYE PIPE LINE TRANSPORTATION LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	Title:   Vice President, General Counsel and 

            Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BUCKEYE TEXAS PIPE LINE COMPANY, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	BUCKEYE GULF COAST HOLDINGS I, LLC	 	 
	 

	 	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	Title:   Vice President, General Counsel and 
            Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	FERRYSBURG TERMINAL, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Schmidt, Jr.
 

Name: William H. Schmidt, Jr.
	 	 
	 

	 	 	 	 	 	Title:   Vice President, General Counsel and 

            Secretary	 	 






 









 





	 	 	 	 	 
	LENDER, ISSUING BANK 

AND AGENT: 	 SUNTRUST BANK

 	 
	 	By:  	/s/  Carmen Malizia
 	 
	 	 	Name:  	Carmen Malizia 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A. 

 	 
	 	By:  	/s/  William W. Stevenson
 	 
	 	 	Name:  	William W. Stevenson 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	CITIBANK, N.A. 

 	 
	 	By:  	/s/  John F. Miller
 	 
	 	 	Name:  	John F. Miller 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/  Richard Hawthorne
 	 
	 	 	Name:  	Richard Hawthorne 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/  Edward Pak
 	 
	 	 	Name:  	Edward Pak 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/  Thomas Okamoto
 	 
	 	 	Name:  	Thomas Okamoto 	 
	 	 	Title:  	Senior Underwriter 	 
	 




 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, N. A.

 	 
	 	By:  	/s/ S. Lane Genatowski
 	 
	 	 	Name:  	S. Lane Genatowski 	 
	 	 	Title:  	Managing Director 	 
	 







 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	/s/  Andreas Neumeier
 	 
	 	 	Name:  	Andreas Neumeier 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/  Yvonne Tilden
 	 
	 	 	Name:  	Yvonne Tilden 	 
	 	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc

 	 
	 	By:  	/s/  Brian D. Williams
 	 
	 	 	Name:  	Brian D. Williams 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD.

 	 
	 	By:  	/s/ Linda Terry
 	 
	 	 	Name:  	Linda Terry 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	MORGAN STANLEY BANK

 	 
	 	By:  	/s/ Ryan Vetsch
 	 
	 	 	Name:  	Ryan Vetsch 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 	 	 	 	 

	 	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






 









 





	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH

 	 
	 	By:  	/s/  Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director, Banking Products
Services, US 	 
	 
	 	 	 
	 	By:  	                                              /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director, Banking Products
Services, US 	 
	 




 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A., SUCCESSOR BY 

MERGER TO MERRILL LYNCH BANK USA

 	 
	 	By:  	/s/  William Stevenson
 	 
	 	 	Name:  	William Stevenson 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	WILLIAM STREET CREDIT CORPORATION

 	 
	 	By:  	/s/  John Makrinos
 	 
	 	 	Name:  	John Makrinos 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 	 	 	 	 

	 	 	AURORA BANK FSB	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title: