Exhibit
10.1


FIRST
AMENDMENT TO CREDIT AGREEMENT


THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into
as of May 18, 2007, 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 (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,
Carlyle/Riverstone BPL Holdings II, L.P. (“Carlyle/Riverstone”)
and certain other parties entered into a Purchase Agreement, dated as of April
3, 2007 (the “Purchase Agreement”),
pursuant to which, among other things, Carlyle/Riverstone agreed to sell all of
its membership interests in the sole general partner of Buckeye GP Holdings
L.P. to BGH Holdings, LLC, a Delaware limited liability company (“BGH Holdings”); and


WHEREAS,
the consummation of the transactions contemplated by the Purchase Agreement
(the “BGH Closing”) is subject to,
among other things, the satisfaction of certain conditions set forth in the Purchase
Agreement; and


WHEREAS,
absent an amendment to, or waiver under, the Credit Agreement, the BGH Closing
would constitute an Event of Default under the Credit Agreement; 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 of the Credit Agreement
is hereby amended by adding the following new definitions of “BGH Closing” “BGH
Holdings”, and “Carlyle/Riverstone” in the appropriate alphabetical order and
by replacing the definition of “Change of Control” in its entirety with the
following:













 


“BGH Closing” shall mean the
consummation of the transactions contemplated by that certain Purchase
Agreement dated as of April 3, 2007, among Carlyle/Riverstone, BGH Holdings and
certain other parties, pursuant to which, among other things,
Carlyle/Riverstone agreed to sell all of its membership interests in the sole
general partner of Buckeye GP Holdings L.P. to BGH Holdings.


“BGH
Holdings” shall mean BGH Holdings, LLC, a Delaware limited
liability company.


“Carlyle/Riverstone” shall mean
Carlyle/Riverstone BPL Holdings II, L.P., a Delaware limited partnership.


“Change of Control” shall mean (i)
until the BGH Closing, Carlyle/Riverstone shall cease to own and control,
beneficially and of record, directly or indirectly 100% of the outstanding
equity interests of the sole general partner of Buckeye GP Holdings L.P., or
(ii) from and after the BGH Closing, (x) BGH Holdings shall cease to own and
control, beneficially and of record, directly or indirectly 100% of the
outstanding equity interests of the sole general partner of Buckeye GP Holdings
L.P. or (y) (1) Arclight Capital Partners, LLC, Kelso
& Company, Lehman Brothers Holdings Inc. and their affiliates, individually
or collectively, shall cease to own and control, beneficially and of record,
directly or indirectly at least 35% of the outstanding
equity interests of BGH Holdings and (2) any Person or “group” (within the meaning of the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission
thereunder as in effect on the date hereof) shall own and control, beneficially
and of record, directly or indirectly a larger percentage of the outstanding
equity interests of BGH Holdings than is collectively owned by Arclight Capital
Partners, LLC, Kelso & Company, Lehman Brothers Holdings Inc. and their
affiliates, or (iii) Buckeye GP Holdings L.P.
shall cease to Beneficially Own,
directly or indirectly, 100% of the outstanding equity interests of the General
Partner on a fully diluted basis, or (iv) the General Partner shall cease to be
the sole general partner of the Borrower. 
As used herein “Beneficially Own”
means “beneficially own” as defined
in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, or any
successor provision thereto; provided, however,
that, for purposes of this definition, a Person shall not be deemed to
Beneficially Own securities tendered pursuant to a tender or exchange offer
made by or on behalf of such Person or any of such Person’s Affiliates until
such tendered securities are accepted for purchase or exchange.


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 indebtedness 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 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]


 


















 


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:

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
     Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GUARANTORS:  BUCKEYE PIPE LINE 

  
	
   

  	
   

  	
  COMPANY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  MAINLINE L.P.

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
  MAINLINE GP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE PIPE LINE HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  MAINLINE L.P. 

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
  MAINLINE GP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE GULF COAST HOLDINGS I, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
									



 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]


 













 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE GULF COAST HOLDINGS II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE GULF COAST PIPE LINES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  BUCKEYE GULF COAST HOLDINGS I,  LLC

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE TERMINALS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NORCO PIPE LINE COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EVERGLADES PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  MAINLINE L.P.

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
  MAINLINE GP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
										



 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]


 













 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  LAUREL PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  MAINLINE L.P. 

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
  MAINLINE GP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WOOD RIVER PIPE LINES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE PIPE LINE TRANSPORTATION LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE TEXAS PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  BUCKEYE GULF COAST HOLDINGS I, LLC

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCKEYE NGL PIPE LINES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FERRYSBURG TERMINAL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
											



 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]


 













 


	
  

  	
   

  	
   

  
	
  LENDER, ISSUING BANK

  	
   

  	
   

  
	
  AND AGENT:

  	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  



 


[SIGNATURE
PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]


















 


	
  

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]













 


	
  

  	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]













 


	
  

  	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


	
  

  	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]













 


	
  

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]













 


	
  

  	
   

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]


















 


	
  

  	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]













 


	
  

  	
   

  	
  THE ROYAL BANK OF SCOTLAND
  plc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]













 


	
  

  	
   

  	
  ROYAL BANK OF CANADA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]













 


 


	
  

  	
   

  	
  BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

  HOUSTON AGENCY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]













 


 


	
  

  	
   

  	
  MORGAN STANLEY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]


















 


	
  

  	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO FIRST AMENDMENT TO

BUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]













 


	
  

  	
   

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  MERRILL LYNCH BANK USA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  WILLIAM STREET CREDIT
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  LEHMAN BROTHERS BANK, FSB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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