exv10w20






Exhibit 10.20




SEVENTH AMENDMENT TO CREDIT AGREEMENT




     THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into
as of December 13, 2010, by and among BUCKEYE PARTNERS, L.P., a Delaware limited
partnership (the “Borrower”), the Subsidiaries of the Borrower that are parties hereto (the
“Guarantors”), the Lenders (as defined below) that are parties 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 and in effect immediately prior to the date hereof, 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 Guarantors, the Lenders executing this
Amendment and the Administrative Agent agree as follows:



     1. Amendment to SECTION 1.01 (“Certain Defined Terms”). Section
1.01 is hereby amended by replacing the following defined term and accompanying definition:




     “Plan” shall mean any employee pension benefit plan, as defined in Section 3(2)
of ERISA, that (i) is currently or hereafter sponsored, maintained or contributed to
by the Borrower, any Subsidiary of the Borrower or an ERISA Affiliate or (ii) was at
any time during the preceding six calendar years sponsored, maintained or
contributed to by the Borrower, any Subsidiary of the Borrower or an ERISA
Affiliate, provided, however, that Shell Chemical Yabucoa, Inc. (“SCYI”) and its
ERISA Affiliates shall be deemed to have never sponsored, maintained or contributed
to any Plan subject to Title IV of ERISA prior to SCYI becoming a Subsidiary of the
Borrower so long as the Borrower or any of its ERISA Affiliates has a right to
indemnification with respect to such Plan from Shell Overseas Holdings Limited
pursuant to an agreement in form and substance satisfactory to the Administrative
Agent.



     2. Effectiveness of 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 of 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.



2









 





     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 Follow]




3









 










     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 and General Counsel 	 
	 




	 	 	 	 	 	 	 

	 	 	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 and General Counsel 	 
	 




	 	 	 	 	 	 	 

	 	 	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 and General Counsel 	 
	 



[Signature Page to Seventh Amendment to Credit Agreement]














 








	 	 	 	 	 
	 	BUCKEYE GULF COAST HOLDINGS I, LLC

 	 
	 	By:  	/s/  William H. Schmidt, Jr.
 	 
	 	 	Name:  	William H. Schmidt, Jr. 	 
	 	 	Title:  	Vice President and General Counsel 	 
	 
	 	BUCKEYE GULF COAST HOLDINGS II, LLC

 	 
	 	By:  	/s/  William H. Schmidt, Jr.
 	 
	 	 	Name:  	William H. Schmidt, Jr. 	 
	 	 	Title:  	Vice President and General Counsel 	 
	 
	 	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 and General Counsel 	 
	 
	 	BUCKEYE TERMINALS, LLC

 	 
	 	By:  	/s/  William H. Schmidt, Jr.
 	 
	 	 	Name:  	William H. Schmidt, Jr. 	 
	 	 	Title:  	Vice President and General Counsel 	 
	 
	 	NORCO PIPE LINE COMPANY, LLC

 	 
	 	By:  	/s/  William H. Schmidt, Jr.
 	 
	 	 	Name:  	William H. Schmidt, Jr. 	 
	 	 	Title:  	Vice President and General Counsel 	 



[Signature Page to Seventh Amendment to Credit Agreement]













 









	 	 	 	 	 	 	 

	 	 	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 and General Counsel 	 
	 



	 	 	 	 	 
	 	WOOD RIVER PIPE LINES LLC

 	 
	 	By:  	/s/  William H. Schmidt, Jr.
 	 
	 	 	Name:  	William H. Schmidt, Jr. 	 
	 	 	Title:  	Vice President and General Counsel 	 
	 



	 	 	 	 	 
	 	BUCKEYE PIPE LINE TRANSPORTATION LLC

 	 
	 	By:  	/s/  William H. Schmidt, Jr.
 	 
	 	 	Name:  	William H. Schmidt, Jr. 	 
	 	 	Title:  	Vice President and General Counsel 	 
	 



	 	 	 	 	 
	 	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 and General Counsel 	 
	 



	 	 	 	 	 
	 	FERRYSBURG TERMINAL, LLC

 	 
	 	By:  	/s/  William H. Schmidt, Jr.
 	 
	 	 	Name:  	William H. Schmidt, Jr. 	 
	 	 	Title:  	Vice President and General Counsel 	 



[Signature Page to Seventh Amendment to Credit Agreement]














 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:



SUNTRUST BANK

as Administrative Agent and Lender

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



[Signature Page to Seventh Amendment to Credit Agreement]













 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., SUCCESSOR BY MERGER TO MERRILL LYNCH BANK USA

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



[Signature Page to Seventh Amendment to Credit Agreement]













 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/  John F. Miller
 	 
	 	 	Name:  	John F. Miller 	 
	 	 	Title:  	Attorney-in-Fact 	 



[Signature Page to Seventh Amendment to Credit Agreement]














 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/  Richard Hawthorne
 	 
	 	 	Name:  	Richard Hawthorne 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/  Juan Carlos Sandoval
 	 
	 	 	Name:  	Juan Carlos Sandoval 	 
	 	 	Title:  	Vice President 	 




[Signature Page to Seventh Amendment to Credit Agreement]













 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

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




[Signature Page to Seventh Amendment to Credit Agreement]













 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	/s/  Philippe Sandmeier
 	 
	 	 	Name:  	Philippe Sandmeier 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/  Oliver Schwarz
 	 
	 	 	Name:  	Oliver Schwarz 	 
	 	 	Title:  	Director 	 



[Signature Page to Seventh Amendment to Credit Agreement]














 






	 	 	 	 	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc

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




[Signature Page to Seventh Amendment to Credit Agreement]













 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

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




[Signature Page to Seventh Amendment to Credit Agreement]













 






	 	 	 	 	 



	 	 	 	 	 
	 	MORGAN STANLEY BANK

 	 
	 	By:  	/s/ Scott Taylor
 	 
	 	 	Name:  	Scott Taylor 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Seventh Amendment to Credit Agreement]













 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/  Christina Faith
 	 
	 	 	Name:  	Christina Faith 	 
	 	 	Title:  	Director 	 



[Signature Page to Seventh Amendment to Credit Agreement]














 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



[Signature Page to Seventh Amendment to Credit Agreement]














 






	 	 	 	 	 



	 	 	 	 	 
	 	WILLIAM STREET CREDIT CORPORATION

 	 
	 	By:  	/s/ Barbara Fabbri
 	 
	 	 	Name:  	Barbara Fabbri 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Seventh Amendment to Credit Agreement]