Exhibit 10.1


 


FIRST AMENDMENT TO 

CREDIT AGREEMENT


 


FIRST AMENDMENT, dated as of July 18, 2008
(this “Amendment”)
to the Credit Agreement, dated as of May 20, 2008 (as modified hereby and
as further amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among BUCKEYE ENERGY SERVICES LLC and FARM & HOME OIL
COMPANY LLC (the “Borrowers”), the several Lenders from time to time
parties thereto, and BNP PARIBAS, as administrative agent (the “Administrative
Agent”) and as collateral agent.


 


RECITALS


 


WHEREAS, the Borrowers have requested that the
Lenders amend the Credit Agreement to make certain changes with respect to the
Maximum Sub-Limit and the Applicable Margin, and to make certain other
amendments;


 


WHEREAS, BNP Paribas, in its capacity as Lender (the
“Existing Lender”), is concurrently assigning $85,000,000 of its
Commitment to certain financial institutions, the completion of which
syndication shall constitute the “Syndication Date” under the Credit Agreement;


 


WHEREAS, pursuant to Section 4.1(b)(i) of
the Credit Agreement, the Borrowers are 
requesting that the Lenders concurrently increase the Commitments so
that the Total Commitments equal $160,000,000 following the effectiveness of
such increase;


 


WHEREAS, pursuant to Section 4.1(b) of the
Credit Agreement, in order to satisfy the Borrowers’ request, upon the
occurrence of the Syndication Date the Existing Lender has agreed to increase
its Commitment from $65,000,000 to $75,000,000 as governed by the Credit
Agreement on the terms and subject to the conditions set forth in this
Amendment;


 


WHEREAS, pursuant to the definition of “Sub-Limit”
in Section 1.1 of the Credit Agreement, and subject to the requested
increase in the Total Commitments, the Borrowers are electing to concurrently
increase the Maximum Sub-Limit to $160,000,000; and


 


WHEREAS, the Lenders have agreed to amend the Credit
Agreement solely upon the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the premises and
the agreements hereinafter set forth, the parties hereto hereby agree as
follows:


 


1.             Defined
Terms.  Unless otherwise noted
herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.


 


 


 

















 


 


2.             Amendment
to Section 1.1 of the Credit Agreement (Defined Terms).


 


(a)           Section 1.1 of the Credit Agreement is hereby amended
by deleting the definition of “Applicable Margin” and substituting in lieu
thereof the following:


 


“‘Applicable Margin’:  on any date with respect to (a) Eurodollar
Loans, a rate per annum equal to 1.75%, (b) Cost of Funds Loans, a rate
per annum equal to 1.75% and (c) Base Rate Loans, a rate per annum equal
to 0.25%.”


 


(b)           Section 1.1 of the Credit Agreement is hereby further
amended by deleting the last sentence of the definition of “Commitment” and
substituting in lieu thereof the following:


 


“As of the Syndication Date,
the aggregate amount of the Commitments is $160,000,000.”


 


(c)           Section 1.1 of the Credit Agreement is hereby further
amended by deleting the definition of “Fiscal Year” and substituting in lieu
thereof the following:


 


“Fiscal Year”: the fiscal year of any
Borrower, which consists of a twelve (12) month period beginning on each January 1
and ending on each December 31.


 


(d)           Section 1.1 of the Credit Agreement is hereby further
amended by deleting the table in the definition of “Maximum Position Limits”
and substituting in lieu thereof the following:


 




	
  Maximum

  Sub-Limit

  	
   

  	
  Maximum Position Limits — Eligible Commodities (excluding natural
  gas)

  	
   

  	
  Maximum Position

  Limits (natural gas)

  	
   

  
	
   

  	
  Net Long 

  Position

  	
   

  	
  Net Short 

  Position

  	
   

  	
  Net Basis 

  Position

  	
   

  	
  Net Long 

  Position

  	
   

  	
  Net Short 

  Position

  	
   

  	
  Net Basis 

  Position

  	
   

  
	
  $150,000,000

  	
   

  	
  350,000

  	
   

  	
  25,000

  	
   

  	
  4,000,000

  	
   

  	
  zero

  	
   

  	
  zero

  	
   

  	
  zero

  	
   

  
	
  > $150,000,000 and ≤ $200,000,000

  	
   

  	
  420,000

  	
   

  	
  50,000

  	
   

  	
  5,000,000

  	
   

  	
  zero

  	
   

  	
  zero

  	
   

  	
  zero

  	
   

  
	
  > $200,000,000 and ≤ $250,000,000

  	
   

  	
  500,000

  	
   

  	
  75,000

  	
   

  	
  6,000,000

  	
   

  	
  zero

  	
   

  	
  zero

  	
   

  	
  zero

  	
   

  






 


(e)           Section 1.1 of the Credit Agreement is hereby further
amended by deleting clause (a)(ii) of the definition of “Sub-Limit” and
substituting in lieu thereof the following:


 


“(ii)         at
any time after the Syndication Date, so long as no Default or Event of Default
has occurred and is continuing or would result from such election, the amount
set forth in the table below under the heading “Maximum Sub-Limit” (which must
be a whole multiple of $10,000,000 that is equal to or greater than
$150,000,000 and equal to or less than $250,000,000) elected by the Borrowers
from time to time by written notice delivered to the Administrative Agent in
the form attached hereto as Annex V (the “Sub-Limit Election Notice”); provided
that, at the time of any such election of any such amount as the Maximum
Sub-Limit, but not for any other purpose herein, each of the Borrowers’
Consolidated Net Working Capital, Consolidated Tangible Net Worth and
Consolidated Leverage Ratio at such time of election, each as determined by the
Applicable Financial Statements, are within the requirements set forth opposite
such amount in the table below; provided  further that, the
Maximum Sub-Limit shall at no time 


 


 


 


 


 


2

















 


 


exceed the Total Commitment
at such time; provided  further that, if at any time the Borrowers
elect to reduce the Maximum Sub-Limit, the Borrowers shall prepay the Loans
and/or Cash Collateralize, replace or decrease (if the beneficiary of such
Letter of Credit agrees to such decrease) the amount of outstanding Letters of
Credit to the extent required by Section 4.7(c) on the date of such
election:


 




	
  Maximum Sub-Limit

  	
   

  	
  Minimum 

  Consolidated 

  Tangible Net Worth

  	
   

  	
  Minimum 

  Consolidated Net 

  Working Capital

  	
   

  	
  Maximum 

  Consolidated 

  Leverage Ratio

  	
   

  
	
  $150,000,000

  	
   

  	
  $

  	
  40,000,000

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  7.0:1.00

  	
   

  
	
  > $150,000,000 and ≤ $200,000,000

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  $

  	
  40,000,000

  	
   

  	
  7.0:1.00

  	
   

  
	
  > $200,000,000 and ≤ $250,000,000

  	
   

  	
  $

  	
  60,000,000

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  7.0:1.00

  	
   

  






 


(f)            Section 1.1 of the Credit Agreement is hereby
further amended by deleting clause (b)(ii) of the definition of “Sub-Limit”
and substituting in lieu thereof the following:


 


                “(ii)         thereafter, at any time, the amount set
forth in the table below under the heading “Swing Line Loan Sub-Limit”, the “Daylight
Overdraft Loan Sub-Limit”, the “364-Day Letters of Credit Sub-Limit” or the “Subsidiary
L/C Sub-Limit” opposite the then-current Maximum Sub-Limit: 


 


 


 




	
  Maximum Sub-Limit

  	
   

  	
  Daylight 

  Overdraft Loan 

  Sub-Limit

  	
   

  	
  364-Day Letters 

  of Credit 

  Sub-Limit

  	
   

  	
  Swing Line 

  Loan

  Sub-Limit

  	
   

  	
  Subsidiary L/C 

  Sub-Limit

  	
   

  
	
  $150,000,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  > $150,000,000 and ≤ $200,000,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  > $200,000,000 and ≤ $250,000,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  $

  	
  50,000,000

  	
   

  






 


3.             Amendment
to Section 3.3(a) of the Credit Agreement (Fees, Commissions and
Other Charges).  Section 3.3(a) of
the Credit Agreement is hereby amended by deleting Section 3.3(a) in
its entirety and substituting in lieu thereof the following:


 


“(a)         Letter of Credit Fee.  Each Borrower requesting a Letter of Credit
shall pay to the Administrative Agent, for the account of the relevant Issuing
Lender and the L/C Participants a letter of credit commission, with respect to
each outstanding Letter of Credit, in an amount equal to a per annum fee of
1.75% times the average daily maximum amount available to be drawn under such
Letter of Credit from time to time; provided that, the letter of credit
commission for each such Letter of Credit shall not be in an amount less than
$600, and, in each case, shall be shared ratably among the L/C Participants and
the Issuing Lender of such Letter of Credit in accordance with their respective
Commitment Percentages.  Such commissions
shall be payable monthly in arrears on each L/C Fee Payment Date.  With respect to any Letter of Credit that
expires after the Termination Date, on or prior to the Termination Date, the
applicable Borrower shall pay to the Administrative Agent, for the account of
the relevant Issuing Lender and the L/C 




 


 


 


3

















 


 


Participants, an amount equal to the letter of credit
commission to be owed with respect to such Letter of Credit for the period from
the Termination Date until the expiration date of such Letter of Credit.”


 


4.             Amendment
to Section 4.1(b)(iii) of the Credit Agreement (Increase, Termination
or Reduction of Commitments).  Section 4.1(b)(iii) of
the Credit Agreement is hereby amended by deleting Section 4.1(b)(iii) in
its entirety and substituting in lieu thereof the following:


 


“(iii)        If
the aggregate amount of the increases in Commitment which the Lenders have
accepted in accordance with Section 4.1(b)(ii) shall be less
than the Requested Increase Amount, the Administrative Agent (subject to the
approval of the Borrowers and the Issuing Lenders) may offer to such additional
Persons (including Lenders) as may be agreed by the Borrowers and the
Administrative Agent (to the extent not Existing Lenders, “New Lenders”)
the opportunity to make available such amount of new Commitments as may be
required so that the aggregate increases in Commitments by the existing Lenders
and new Commitments by the New Lenders shall equal the Requested Increase
Amount (the aggregate increases in Commitments by the existing Lenders and new
Commitments by the New Lenders, the “Increase Amount”).  Such Increase Amount shall be in an amount
equal to $10,000,000 or a whole multiple thereof.  The effectiveness of all such increases in
Commitments are subject to the satisfaction of the following conditions: (A) each
Lender that so elects to increase its Commitments (each an “Increasing
Lender”), each New Lender, the Administrative Agent and the Borrowers shall
have executed and delivered an agreement, substantially in the form attached
hereto as Exhibit N (an “Increase and New Lender Agreement”);
(B) the Total Commitment after giving effect to such increases shall not
exceed $250,000,000; (C) any fees and other amounts (including, without
limitation, pursuant to Section 11.6) payable by the Borrowers in
connection with such increase and accession shall have been paid; (D) no
Default or Event of Default has occurred and is continuing or would result from
such increase in the Commitments; (E) each of the Borrowers’ Consolidated
Net Working Capital, Consolidated Tangible Net Worth and Consolidated Leverage
Ratio at the time of such increase, each as determined by the Applicable
Financial Statements, are within the requirements set forth opposite the
Maximum Amount equal to the Total Commitments after giving effect to such
increases; and (F) delivery of a certificate of a Responsible Person of
the Borrowers as to the matters set forth in Sections 6.2(b), (c) and
(e).”


 


5.             Waiver.


 


(a)           The Borrowers hereby make a written request to increase
the Total Commitments to $160,000,000 and hereby request that such increase be
effective as of the Amendment Effective Date (such increase, the “Commitment
Increase”).  The Lenders hereby waive
compliance with the terms and conditions of Section 4.1(b)(i), (ii) and
(iii) of the Credit Agreement solely with respect to the requirements
under each such Section for the Borrowers to deliver notice of a requested
increase in Commitments.  The Lenders
hereby agree and acknowledge that this Amendment satisfies the notice and
approval requirements set forth in such Sections.


 


(b)           Solely with respect to the Commitment Increase
requested in Section 5(a) above, the Lenders hereby waive the
requirement in Section 4.1(b)(iii) of the Credit Agreement for the
execution and delivery of an agreement substantially in the form of Exhibit N
(Form of Increase and New Lender Agreement) to the Credit Agreement.  The Lenders hereby agree and acknowledge that
this Amendment, and the documents delivered to the Administrative Agent
hereunder, satisfy such requirement set forth in Section 4.1(b)(iii).


 


 


 


4

















 


 


(c)           The Borrowers hereby make a written request to increase
the Maximum Sub-Limit to $160,000,000 and hereby request that such increase be
effective as of the Amendment Effective Date. 
The Lenders hereby waive compliance with the terms and conditions of
clause (a)(ii) of the definition of “Sub-Limit” in the Credit Agreement
solely with respect to the requirements under such clause for the Borrowers to
deliver a Sub-Limit Election Notice.  The
Lenders hereby agree and acknowledge that this Amendment satisfies the
requirements under the Credit Agreement to deliver a Sub-Limit Election Notice.


 


6.             Increase
in Commitments.  Pursuant to the
request of the Borrowers in Section 5(a) above,  the Existing Lender agrees to increase its
Commitment from $65,000,000 to $75,000,000, such increase to be effective on
the Amendment Effective Date upon the receipt by the Administrative Agent of (i) an
Assignment and Acceptance, executed and delivered by a duly authorized officer
of each of BNP Paribas and Univest National Bank and Trust Co., (ii) an
Assignment and Acceptance, executed and delivered by a duly authorized officer
of each of BNP Paribas and The Bank of Tokyo-Mitsubishi UFJ, Ltd., (iii) an
Assignment and Acceptance, executed and delivered by a duly authorized officer
of each of BNP Paribas and RZB Finance LLC, (iv) an Assignment and
Acceptance, executed and delivered by a duly authorized officer of each of BNP
Paribas and DZ Bank AG Deutsche Zentral-Genossenschaftsbank Frankfurt am Main
and (v) an Assignment and Acceptance, executed and delivered by a duly
authorized officer of each of BNP Paribas and Natixis.


 


7.             Syndication
Date.  The Lenders hereby agree and
acknowledge that the Syndication Date shall be deemed to have occurred upon the
receipt and acceptance by the Administrative Agent of the assignments described
in clauses (i) through (v) of Section 6 representing an
aggregate assignment of $85,000,000 from the Existing Lender to the other
financial institutions named in such clauses. 
The Existing Lender agrees to provide the Borrowers with notice that the
Syndication Date has occurred, which shall be concurrent with the Amendment
Effective Date.


 


8.             Conditions
to Effectiveness.  This Amendment shall
become effective upon the date (the “Amendment Effective Date”) on which
the Administrative Agent shall have received:


 


(a)           This Amendment, executed and delivered by a duly
authorized officer of each of the Borrowers, the Administrative Agent and the Existing
Lender.


 


(b)           An Acknowledgment and Consent, substantially in the form
of Exhibit A hereto, duly executed and delivered by each Loan
Party.


 


(c)           A certificate of each Loan Party, dated as of the Amendment Effective Date
substantially in the form of Exhibit E to the Credit Agreement, with
appropriate insertions and attachments, satisfactory in form and substance to
the Administrative Agent, executed by the President or any Vice President and
the Secretary or any Assistant Secretary of such Loan Party.


 


(d)           A copy of the resolutions, in form and substance
reasonably satisfactory to the Administrative Agent, of the Board of Directors
(or analogous body) of each Loan Party authorizing the execution, delivery and
performance of the Amendment Documents (as defined below) and the Notes to be
delivered, certified by the Secretary or an Assistant Secretary of such Loan
Party, or, if applicable, of the general partner or managing member or members
of such Loan Party as of the Amendment Effective Date,
which certification shall be included in the certificate delivered in respect
of such Loan Party pursuant to Section 8(c) and shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.


 


 


 


5

















 


 


(e)           To the extent the following have been amended, restated,
supplemented or otherwise modified since the Closing Date, a certificate of
each Loan Party, dated as of the date hereof, as to the incumbency and
signature of the officers of such Loan Party executing any Amendment Document,
which certificate shall be included in the certificate delivered in respect of
such Loan Party pursuant to Section 8(c), shall be reasonably satisfactory
in form and substance to the Administrative Agent, and shall be executed by the
President or any Vice President and the Secretary or any Assistant Secretary of
such Loan Party.


 


(f)            To the extent the following have been amended, restated,
supplemented or otherwise modified since the Closing Date, true and complete
copies of the Governing Documents of each Loan Party, certified as of the date
hereof as complete and correct copies thereof by the Secretary or an Assistant
Secretary of such Loan Party, which certification shall be included in the
certificate delivered in respect of such Loan Party pursuant to Section 8(c) and
shall be in form and substance reasonably satisfactory to the Administrative
Agent.


 


(g)           A certificate of a Responsible Officer of the Borrowers
either (i) attaching copies of all consents, authorizations and filings
referred to in Section 6.1(i) of the Credit Agreement, and stating
that such consents, licenses and filings are in full force and effect, and each
such consent, authorization and filing shall be in form and substance
satisfactory to the Administrative Agent or (ii) stating that no such
consents, licenses or approvals are so required.


 


(h)           A Note of the Borrowers conforming to the requirements of
the Credit Agreement and executed by a duly authorized officer of each Borrower
in favor of the Existing Lender, in an amount equal to $75,000,000.


 


(i)            Certificates dated as of a recent date from the
Secretary of State or other appropriate authority, evidencing the good standing
of each Loan Party (i) to the extent relevant under applicable laws, in
the jurisdiction of its organization and (ii) in each other jurisdiction
where its ownership, lease or operation of property or the conduct of its
business requires it to qualify as a foreign Person except, as to this
subclause (ii), where the failure to so qualify could not have a Material
Adverse Effect; provided that, the Loan Parties shall deliver such
certificates to the Administrative Agent within ten Business Days following the
Amendment Effective Date.


 


9.             Representations
and Warranties.  The Borrowers hereby
represent and warrant to the Administrative Agent and each Lender that as of
the Amendment Effective Date (before and after giving effect to this
Amendment):


 


(a)           Each Loan Party has the requisite power and authority to
execute, deliver and perform this Amendment and the Acknowledgment and Consent
(collectively, the “Amendment Documents”).


 


(b)           Each Loan Party has taken all necessary corporate (or
analogous) action to authorize the execution, delivery and performance of each
Amendment Document.  No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person, including without limitation, FERC,
to which a Borrower or any of their Subsidiaries is subject, is required in
connection with the execution, delivery, performance, validity or
enforceability of the Amendment Documents, except (i) consents,
authorizations, filings and notices which have been obtained, made or taken and
are in full force and effect and (ii) the filings contemplated by Section 5.16
of the Credit Agreement.  Each Amendment
Document has been duly executed and delivered on behalf of each Loan
Party.  Each Amendment Document and the
Credit Agreement, as amended hereby (the “Amended Credit Agreement”) constitutes a legal,
valid and binding obligation of each Loan Party, as 




 


 


 


6

















 


 


applicable, enforceable against such Loan
Party in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws relating to or affecting creditors’ rights
generally, and subject to general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.


 


(c)           The execution, delivery and performance of each Amendment
Document (i) will not violate any Requirement of Law, including any rules or
regulations promulgated by the FERC, in each case to the extent applicable to
or binding upon such Loan Party or its properties, (ii) will not violate a
material Contractual Obligation of any Borrower or any of their Subsidiaries,
except where such violation could not reasonably be expected to have a Material
Adverse Effect and (iii) will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues
pursuant to any such Requirement of Law or Contractual Obligation (other than
Liens created by the Security Documents in favor of the Collateral Agent for
the ratable benefit of the Secured Parties and Permitted Liens).


 


(d)           Each of the representations and warranties made by any
Loan Party herein or in or pursuant to the Loan Documents is true and correct
in all material respects on and as of the Amendment Effective Date as if made
on and as of such date (except that any representation or warranty which by its
terms is made as of an earlier date shall be true and correct in all material
respects as of such earlier date).


 


(e)           After giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing, or will result from the consummation
of the transactions contemplated by this Amendment.


 


10.           Payment
of Expenses.  The Borrowers agree to
pay or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with this Amendment,
any other documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.


 


11.           Limited
Effect.  Except as expressly provided
hereby, all of the terms and provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect.  The amendments contained herein shall not be
construed as a waiver or amendment of any other provision of the Credit
Agreement or the other Loan Documents or for any purpose except as expressly
set forth herein or a consent to any further or future action on the part of
the Borrowers that would require the waiver or consent of the Administrative
Agent or the Lenders.


 


12.           Governing
Law.  THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


13.           Counterparts.  This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart.  A set of the
copies of this Amendment signed by all the parties shall be lodged with the
Administrative Agent.  Delivery of an
executed signature page of this Agreement by facsimile transmission shall
be effective as delivery of a manually executed counterpart hereof.


 


14.           Binding
Effect.  The execution and delivery
of this Amendment by any Lender 




 


 


 


 


7

















 


 


shall be binding upon each of its successors and assigns (including
assignees of its Loans in whole or in part prior to effectiveness hereof).


 


15.           Headings,
etc.  Section or other headings
contained in this Amendment are for reference purposes only and shall not in
any way affect the meaning or interpretation of this Amendment.


 


[SIGNATURE
PAGE FOLLOWS]


 


 


 


 


 


 


8

















 


 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


 


 


 


	
   

  	
  BUCKEYE ENERGY SERVICES LLC,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FARM & HOME OIL COMPANY LLC,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


 


 

















 


 


Exhibit A

to First Amendment


 


ACKNOWLEDGMENT AND CONSENT


 


Reference is made to the FIRST AMENDMENT, dated as
of July 18, 2008 (the “Amendment”),
to the CREDIT AGREEMENT, dated as of May 20, 2008 (as modified hereby and
as further amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among BUCKEYE ENERGY SERVICES LLC and FARM & HOME OIL
COMPANY LLC (the “Borrowers”), the several Lenders from time to time
parties thereto, and BNP PARIBAS, as administrative agent (the “Administrative
Agent”) and as collateral agent.. 
Unless otherwise defined herein, capitalized terms used herein and
defined in the Credit Agreement are used herein as therein defined.


 


Each of the undersigned parties to the Pledge
Agreement, dated as of May 20, 2008 hereby (a) consents to the
transactions contemplated by the Amendment and the Commitment Increase, and (b) acknowledges
and agrees that the grants of security interests made by such party contained
in the Pledge Agreement are, and shall remain, in full force and effect after
giving effect to the Amendment and the Commitment Increase.


 


Each of the undersigned parties to the Security
Agreement, dated as of May 20, 2008 hereby (a) consents to the
transactions contemplated by the Amendment and the Commitment Increase, and (b) acknowledges
and agrees that the grants of security interests made by such party contained
in the Security Agreement are, and shall remain, in full force and effect after
giving effect to the Amendment and the Commitment Increase.


 


Each of the undersigned parties to the Guarantee,
dated as of May 20, 2008 hereby (a) consents to the transactions
contemplated by the Amendment and the Commitment Increase, and (b) acknowledges
and agrees that the guarantees made by such party contained in the Guarantee
are, and shall remain, in full force and effect after giving effect to the
Amendment and the Commitment Increase.


 


THIS ACKNOWLEDGMENT AND
CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES THEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK. 


 


 


 


 

















 


 


IN WITNESS WHEREOF, the parties hereto have caused
this Acknowledgement and Consent to be duly executed and delivered by their
respective proper and duly authorized officers as of  the date first written above.


 


 


	
   

  	
  BUCKEYE ENERGY SERVICES LLC,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FARM & HOME OIL COMPANY LLC,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: