<PAGE>

                                                                    EXHIBIT 10.1

                                                                  Execution Copy

                              BRIDGE LOAN AGREEMENT

                           DATED AS OF OCTOBER 1, 2004

                                      AMONG

                             BUCKEYE PARTNERS, L.P.
                                  AS BORROWER,

                                 SUNTRUST BANK,
                            AS ADMINISTRATIVE AGENT,

                                       AND

                          THE LENDERS SIGNATORY HERETO

                        $300,000,000 BRIDGE LOAN FACILITY

--------------------------------------------------------------------------------

                         SUNTRUST CAPITAL MARKETS, INC.,

                              AS SOLE LEAD ARRANGER

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                            <C>
ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS.................................................................   1

           SECTION 1.01. Certain Defined Terms...............................................................   1
           SECTION 1.02. Accounting Terms and Determinations.................................................  18

ARTICLE II COMMITMENTS.......................................................................................  18

           SECTION 2.01. Loans...............................................................................  18
           SECTION 2.02. Borrowing, Continuations and Conversions of Loans...................................  19
           SECTION 2.03. Fees...............................................................................   20
           SECTION 2.04. Several Obligations.................................................................  20
           SECTION 2.05. Noteless Agreement; Evidence of Indebtedness........................................  20
           SECTION 2.06. Prepayments.........................................................................  21
           SECTION 2.07. Lending Offices.....................................................................  22

ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST...............................................................  22

           SECTION 3.01. Repayment of Loans..................................................................  22
           SECTION 3.02. Interest............................................................................  23

ARTICLE IV PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC...................................................  23

           SECTION 4.01. Payments............................................................................  23
           SECTION 4.02. Pro Rata Treatment..................................................................  24
           SECTION 4.03. Computations........................................................................  24
           SECTION 4.04. Non-receipt of Funds by the Agent...................................................  24
           SECTION 4.05. Set-off, Sharing of Payments, Etc...................................................  25
           SECTION 4.06. Taxes...............................................................................  25

ARTICLE V YIELD PROTECTION...................................................................................  27

           SECTION 5.01. Additional Costs....................................................................  27
           SECTION 5.02. Basis Unavailable or Inadequate for LIBOR Rate......................................  29
           SECTION 5.03. Illegality..........................................................................  29
           SECTION 5.04. Base Rate Loans.....................................................................  29
           SECTION 5.05. Compensation........................................................................  29

ARTICLE VI CONDITIONS PRECEDENT..............................................................................  30

           SECTION 6.01. Closing.............................................................................  30
           SECTION 6.02. Conditions Precedent for the Benefit of Lenders.....................................  31
           SECTION 6.03. No Waiver...........................................................................  32
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                            <C>
ARTICLE VII REPRESENTATIONS AND WARRANTIES...................................................................  32

           SECTION 7.01. Existence...........................................................................  32
           SECTION 7.02. Financial Condition.................................................................  32
           SECTION 7.03. Litigation..........................................................................  33
           SECTION 7.04. No Breach...........................................................................  33
           SECTION 7.05. Authority...........................................................................  33
           SECTION 7.06. Approvals...........................................................................  33
           SECTION 7.07. Use of Loans........................................................................  34
           SECTION 7.08. ERISA...............................................................................  34
           SECTION 7.09. Taxes...............................................................................  35
           SECTION 7.10. Titles, etc.........................................................................  35
           SECTION 7.11. No Material Misstatements...........................................................  36
           SECTION 7.12. Investment Company Act..............................................................  36
           SECTION 7.13. Public Utility Holding Company Act..................................................  36
           SECTION 7.14. Subsidiaries........................................................................  36
           SECTION 7.15. Location of Business and Offices....................................................  36
           SECTION 7.16. Defaults............................................................................  37
           SECTION 7.17. Environmental Matters...............................................................  37
           SECTION 7.18. Compliance with the Law.............................................................  38
           SECTION 7.19. Insurance...........................................................................  38
           SECTION 7.20. Material Agreements.................................................................  38
           SECTION 7.21. Partnership Agreement...............................................................  39
           SECTION 7.22. Ownership of Parties................................................................  39
           SECTION 7.23. Laurel..............................................................................  39

ARTICLE VIII AFFIRMATIVE COVENANTS...........................................................................  39

           SECTION 8.01. Reporting Requirements..............................................................  40
           SECTION 8.02. Litigation.........................................................................   41
           SECTION 8.03. Maintenance, Etc....................................................................  42
           SECTION 8.04. Environmental Matters...............................................................  42
           SECTION 8.05. Further Assurances..................................................................  43
           SECTION 8.06. Performance of Obligations..........................................................  43
           SECTION 8.07. ERISA Information and Compliance....................................................  43

ARTICLE IX NEGATIVE COVENANTS................................................................................  44

           SECTION 9.01. Debt................................................................................  44
           SECTION 9.02. Liens...............................................................................  45
           SECTION 9.03. Investments, Loans and Advances.....................................................  46
           SECTION 9.04. Distributions and Redemptions.......................................................  47
           SECTION 9.05. Sales and Leasebacks................................................................  47
           SECTION 9.06. Nature of Business..................................................................  47
           SECTION 9.07. Restrictive Agreements..............................................................  47
           SECTION 9.08. Mergers, Etc........................................................................  48
           SECTION 9.09. Proceeds of the Loans...............................................................  48
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                            <C>
           SECTION 9.10. ERISA Compliance....................................................................  48
           SECTION 9.11. Sale or Discount of Receivables.....................................................  49
           SECTION 9.12. Funded Debt Ratio...................................................................  49
           SECTION 9.13. Fixed Charge Coverage Ratio.........................................................  50
           SECTION 9.14. Sale of Properties..................................................................  50
           SECTION 9.15. Environmental Matters...............................................................  50
           SECTION 9.16. Transactions with Affiliates........................................................  50
           SECTION 9.17. Partnership Agreements..............................................................  50
           SECTION 9.18. Senior Notes........................................................................  51

ARTICLE X EVENTS OF DEFAULT; REMEDIES........................................................................  51

           SECTION 10.01. Events of Default..................................................................  51
           SECTION 10.02. Remedies...........................................................................  53

ARTICLE XI THE AGENT.........................................................................................  53

           SECTION 11.01. The Agent..........................................................................  53
           SECTION 11.02. Expenses...........................................................................  55
           SECTION 11.03. Proportionate Absorption of Losses.................................................  55
           SECTION 11.04. Delegation of Duties; Reliance.....................................................  56
           SECTION 11.05. Limitation of the Agent's Liability................................................  56
           SECTION 11.06. Event of Default...................................................................  57
           SECTION 11.07. Limitation of Liability............................................................  57
           SECTION 11.08. Other Agents.......................................................................  58
           SECTION 11.09. Relationship of Lenders............................................................  58
           SECTION 11.10. Benefits of Agreement..............................................................  58

ARTICLE XII MISCELLANEOUS....................................................................................  58

           SECTION 12.01. Waiver.............................................................................  58
           SECTION 12.02. Notices............................................................................  58
           SECTION 12.03. Payment of Expenses, Indemnities, etc..............................................  58
           SECTION 12.04. Amendments, Etc....................................................................  61
           SECTION 12.05. Successors and Assigns.............................................................  62
           SECTION 12.06. Assignments and Participations.....................................................  62
           SECTION 12.07. Invalidity.........................................................................  64
           SECTION 12.08. Counterparts.......................................................................  64
           SECTION 12.09. References.........................................................................  64
           SECTION 12.10. Survival...........................................................................  64
           SECTION 12.11. Captions...........................................................................  65
           SECTION 12.12. NO ORAL AGREEMENTS.................................................................  65
           SECTION 12.13. GOVERNING LAW; SUBMISSION TO JURISDICTION..........................................  65
           SECTION 12.14. Interest...........................................................................  66
           SECTION 12.15. Confidentiality....................................................................  67
           SECTION 12.16. EXCULPATION PROVISIONS.............................................................  68
</TABLE>

                                      iii

<PAGE>

ANNEXES, EXHIBITS AND SCHEDULES

<TABLE>
<S>                  <C>
Annex I              -  List of Percentage Shares and Commitments
Exhibit A            -  Form of Notice of Borrowing
Exhibit B            -  Form of Continuation and Conversion Request
Exhibit C            -  Form of Compliance Certificate
Exhibit D            -  Form of Assignment Agreement
Exhibit E-1          -  Restricted Subsidiaries as of the Date Hereof
Exhibit E-2          -  Unrestricted Subsidiaries as of the Date Hereof
Exhibit F            -  Form of Guaranty

Schedule 7.02        -  Liabilities
Schedule 7.03        -  Litigation
Schedule 7.10        -  Titles, etc.
Schedule 7.14        -  Subsidiaries and Partnerships
Schedule 7.17        -  Environmental Matters
Schedule 7.22        -  Structure and Ownership of Subsidiaries
Schedule 9.01        -  Debt
Schedule 9.02        -  Liens
Schedule 9.03        -  Investments, Loans and Advances
</TABLE>

                                       iv

<PAGE>
      THIS BRIDGE LOAN AGREEMENT (as amended, supplemented and modified from
time to time, this "AGREEMENT") is entered into as of October 1, 2004, among
BUCKEYE PARTNERS, L.P., a limited partnership formed under the laws of the State
of Delaware (the "BORROWER"); each of the lenders that is a signatory hereto or
that becomes a signatory hereto as provided in Section 12.06 (together with
their successors and assigns, the "LENDERS"); SUNTRUST BANK ("SUNTRUST"), as
administrative agent for the Lenders (in such, capacity, together with its
successors in such capacity, the "AGENT").

                                    RECITALS

      A. The Borrower has requested that the Lenders provide certain loans to
and extensions of credit on behalf of the Borrower.

      B. The Lenders have agreed to make such loans and extensions of credit
subject to the terms and conditions of this Agreement.

      C. In consideration of the mutual covenants and agreements herein
contained and of the loans, extensions of credit and commitments hereinafter
referred to, the parties hereto agree as follows:

                                   ARTICLE I
                       DEFINITIONS AND ACCOUNTING MATTERS

      SECTION 1.01. CERTAIN DEFINED TERMS.

      As used herein, the following terms shall have the following meanings (all
terms defined in this Article I or in other provisions of this Agreement in the
singular to have equivalent meanings when used in the plural and vice versa):

            "ACQUISITION" means the acquisition by the Borrower of five
      petroleum products pipelines and twenty-four petroleum products terminals
      in the Midwestern United States from affiliates of Shell Oil Products U.S.
      pursuant to the Acquisition Agreement.

            "ACQUISITION AGREEMENT" shall mean that certain Purchase and Sale
      Agreement, effective as of June 30, 2004, by and between Shell Pipeline
      Company LP, a Delaware limited partnership and Equilon Enterprises LLC
      d/b/a Shell Oil Products US, a Delaware limited liability company
      (collectively "Seller"), and Buckeye Partners, L.P., a Delaware limited
      partnership ("Buyer").

            "ACQUISITION DOCUMENTS" shall mean, collectively, the Acquisition
      Agreement and all other documents, instruments, agreements, notes,
      guaranties, opinions and certificates executed by the Borrower pursuant
      thereto.

            "ADDITIONAL COSTS" shall have the meaning assigned such term in
      Section 5.01(a).

            "AFFECTED LOANS" shall have the meaning assigned such term in
      Section 5.04.

<PAGE>

            "AFFILIATE" of any Person shall mean (i) any Person directly or
      indirectly controlled by, controlling or under common control with such
      first Person, (ii) any director or officer of such first Person or of any
      Person referred to in clause (i) above and (iii) if any Person in clause
      (i) above is an individual, any member of the immediate family (including
      parents, spouse and children) of such individual and any trust whose
      principal beneficiary is such individual or one or more members of such
      immediate family and any Person who is controlled by any such member or
      trust. For purposes of this definition, any Person which owns directly or
      indirectly 10% or more of the securities having ordinary voting power for
      the election of directors or other governing body of a corporation or 10%
      or more of the partnership or other ownership interests of any other
      Person (other than as a limited partner of such other Person) will be
      deemed to "control" (including, with its correlative meanings, "controlled
      by" and "under common control with") such corporation or other Person.

            "AGENT" shall have the meaning assigned such term in the preamble to
      this Agreement.

            "AGREEMENT" shall have the meaning assigned such term in the
      preamble to this Agreement.

            "APPLICABLE LENDING OFFICE" shall mean, for each Lender and for each
      Type of Loan, the lending office of such Lender (or an Affiliate of such
      Lender) designated for such Type of Loan on the signature pages hereof or
      such other offices of such Lender (or of an Affiliate of such Lender) as
      such Lender may from time to time specify to the Agent and the Borrower as
      the office by which its Loans of such Type are to be made and maintained.

            "APPLICABLE MARGIN" shall mean, for any LIBOR Loan or any Base Rate
      Loan, the LIBOR Margin or Base Rate Margin interest rate per annum set
      forth below in the columns identified as Level 1, Level 2, Level 3, Level
      4 and Level 5 determined by reference to the Reference Rating.

<TABLE>
<CAPTION>
                                     LEVEL 1              LEVEL 2             LEVEL 3              LEVEL 4              LEVEL 5
                                ----------------     -----------------   -----------------    -----------------  ------------------
                                                     Reference Rating     Reference Rating    Reference Rating
                                                     Less than Level 1   Less than Level 2    Less than Level 3
       S&P                      Reference Rating       but at least         but at least        but at least       Reference Rating
      Moody's                    at least A-/A3          BBB+/Baa1            BBB/Baa2            BBB-/Baa3         below Level 4*
------------------------        ----------------     -----------------   -----------------    -----------------  ------------------
<S>                             <C>                  <C>                 <C>                  <C>                <C>
Interest Rate Per Annum

LIBOR Margin                        0.500%               0.625%               0.750%              1.000%               1.750%

Base Rate Margin                    0.000%               0.000%               0.000%              0.000%               0.000%
</TABLE>

                                                                     *or unrated

            Any change in the Applicable Margin will be effective as of the date
      on which S&P or Moody's, as the case may be, announces any change in the
      ratings used to determine the Reference Rating. Notwithstanding anything
      to the contrary contained

                                       2

<PAGE>

      herein, if the Funded Debt Ratio is at any time greater than 5.25 to 1.00,
      then the Applicable Margins shall automatically increase by 0.25% for all
      pricing Levels listed above and such 0.25% incremental Applicable Margin
      increase shall remain in effect until the Borrower delivers a Compliance
      Certificate in accordance herewith demonstrating that the Funded Debt
      Ratio is not greater than 5.25 to 1.00.

            "ASSIGNMENT AGREEMENT" shall have the meaning assigned such term in
      Section 12.06(b).

            "BASE RATE" shall mean, with respect to any Base Rate Loan, for any
      day, the higher of (i) the Federal Funds Rate for any such day plus 1/2 of
      1% and (ii) the Prime Rate for such day. Each change in any interest rate
      provided for herein based upon the Base Rate resulting from a change in
      the Base Rate shall take effect at the time of such change in the Base
      Rate.

            "BASE RATE LOANS" shall mean Loans that bear interest at rates based
      upon the Base Rate.

            "BMC" shall mean Buckeye Management Company LLC, a Delaware limited
      liability company.

            "BOARD OF DIRECTORS" means, with respect to any Person, such
      Person's board of directors, managers or members, as applicable.

            "BPLC" shall mean Buckeye Pipe Line Company LLC, a Delaware limited
      liability company, formerly a Delaware corporation.

            "BORROWER" shall have the meaning assigned such term in the preamble
      to this Agreement.

            "BORROWER PARTNERSHIP AGREEMENT" shall mean the Amended and Restated
      Agreement of Limited Partnership of the Borrower, dated as of December 31,
      1998, as amended from time to time.

            "BUCKEYE PIPE LINE LLC AGREEMENT" shall mean the Limited Liability
      Company Agreement of Buckeye Pipe Line Company, LLC, dated as of May 4,
      2004, as it may be amended from time to time.

            "BUSINESS DAY" shall mean any day other than a day on which
      commercial banks are authorized or required to close in Georgia or New
      York and, if such day relates to a borrowing or continuation of, a payment
      or prepayment of principal of or interest on, or a conversion of or into,
      or the Interest Period for, a LIBOR Loan or a notice by the Borrower with
      respect to any such borrowing or continuation, payment, prepayment,
      conversion or Interest Period, any day that is also a day on which
      dealings in Dollar deposits are carried out in the London interbank
      market.

            "CERCLA" shall mean the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq.

                                       3

<PAGE>

            "CHANGE OF CONTROL" shall mean either (i) a change resulting when
      any Unrelated Person or any Unrelated Persons acting together that would
      constitute a Group together with any Affiliates thereof (in each case also
      constituting Unrelated Persons) shall at any time Beneficially Own more
      than 50% of the aggregate voting power of all classes of Voting Stock of
      BMC, (ii) BMC or Glenmoor, LLC shall cease to own 100% of the outstanding
      equity interests of the General Partner on a fully diluted basis or (iii)
      the General Partner shall cease to own 100% of the general partnership
      interest of the Borrower. As used herein (A) "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; (B) "Group" means a "group" for purposes of Section 13(d) of the
      Securities Exchange Act of 1934, as amended; (C) "Unrelated Person" means
      at any time any Person other than (1) Glenmoor, LLC and the stockholders
      thereof as of August 6, 2004, (2) their respective spouses, lineal
      descendants, and spouses of their lineal descendants, (3) the estates of
      the Persons described in clauses (1) and (2), and (4) trusts established
      solely for the benefit of any Person or Persons described in clauses (1)
      and (2); and (D) "Voting Stock" of any Person shall mean capital stock of
      such Person that ordinarily has voting power for the election of directors
      (or persons performing similar functions) of such Person, whether at all
      times or only so long as no senior class of securities has such voting
      power by reason of any contingency.

            "CLOSING DATE" shall mean the date on which the conditions precedent
      described in Section 6.01 shall be satisfied or waived.

            "CODE" shall mean the Internal Revenue Code of 1986, as amended from
      time to time and any successor statute.

            "COMMITMENT" shall mean, with respect to each Lender, the obligation
      of such Lender to make a Loan to Borrower hereunder on the Closing Date,
      in a principal amount equal to the amount set forth with respect to such
      Lender on Annex I. The aggregate principal amount of all Lenders'
      Commitments on the date of this Agreement is $300,000,000.

            "COMPLIANCE CERTIFICATE" shall mean a certificate from the Borrower
      substantially in the form of Exhibit C.

            "CONSOLIDATED NET INCOME" shall mean, with respect to any Person for
      any period, the aggregate of the net income (or loss) of such Person and
      its Consolidated Subsidiaries after allowances for taxes for such period,
      determined on a consolidated basis in accordance with GAAP; provided that
      there shall be excluded from such net income (to the extent otherwise
      included therein) the following: (i) the net income of any other Person in
      which such Person or any of its Consolidated Subsidiaries has an interest
      (which interest does not cause the net income of such other Person to be
      consolidated with the net income of such Person and its Consolidated
      Subsidiaries in accordance with

                                       4

<PAGE>

      GAAP), except to the extent of the amount of dividends or distributions
      actually paid in such period by such other Person to such Person or to a
      Consolidated Subsidiary of such Person, as the case may be; (ii) the net
      income (but not loss) of any Consolidated Subsidiary of such Person to the
      extent that the declaration or payment of dividends or similar
      distributions or transfers or loans by that Consolidated Subsidiary is not
      at the time permitted by operation of the terms of its charter or any
      agreement, instrument or Governmental Requirement applicable to such
      Consolidated Subsidiary, or is otherwise restricted or prohibited in each
      case determined in accordance with GAAP; (iii) the net income (or loss) of
      any other Person acquired in a pooling-of-interests transaction for any
      period prior to the date of such transaction; (iv) any extraordinary gains
      or losses, including gains or losses attributable to Property sales not in
      the ordinary course of business; and (v) the cumulative effect of a change
      in accounting principles resulting in any gains or losses attributable to
      write-ups or write-downs of assets or liabilities.

            "CONSOLIDATED SUBSIDIARIES" shall mean each Subsidiary of any Person
      (whether now existing or hereafter created or acquired) the financial
      statements of which shall be (or should have been) consolidated with the
      financial statements of such Person in accordance with GAAP.

            "DEBT" shall mean, for any Person the sum of the following (without
      duplication): (i) all obligations of such Person for borrowed money or
      evidenced by bonds, debentures, notes or other similar instruments
      (including principal, interest, fees and charges); (ii) all obligations of
      such Person (whether contingent or otherwise) in respect of bankers'
      acceptances, letters of credit, surety or other bonds and similar
      instruments; (iii) all obligations of such Person to pay the deferred
      purchase price of Property or services (other than for borrowed money);
      (iv) all obligations under leases which shall have been, or should have
      been, in accordance with GAAP, recorded as capital leases in respect of
      which such Person is liable (whether contingent or otherwise); (v) all
      obligations under operating leases which require such Person or its
      Affiliate to make rental payments over the term of such lease, based on
      the purchase price or appraised value of the Property subject to such
      lease plus a marginal interest rate, and used primarily as a financing
      vehicle for, or to monetize, such Property; (vi) all Debt (as described in
      the other clauses of this definition) of others secured by a Lien on any
      asset of such Person, whether or not such Debt is assumed by such Person;
      (vii) all Debt (as described in the other clauses of this definition) of
      others guaranteed by such Person or in which such Person otherwise assures
      a creditor against loss of the debtor, provided that such obligations
      would be recorded by such original obligor as a liability under GAAP;
      (viii) all obligations or undertakings of such Person to maintain or cause
      to be maintained the financial position or financial covenants of others
      or to purchase the Debt of others; (ix) obligations to deliver goods or
      services not in the ordinary course of business in consideration of
      advance payments; (x) obligations to pay for goods or services not in the
      ordinary course of business whether or not such goods or services are
      actually received or utilized by such Person; (xi) any capital stock of
      such Person in which such Person has a mandatory obligation to redeem such
      stock; (xii) any Debt of a Special Entity for which such Person is liable
      either by agreement or because of a Governmental Requirement; and (xiii)
      all obligations of such Person under Hedging Agreements.

                                       5

<PAGE>

            "DEFAULT" shall mean an Event of Default or an event that with
      notice or lapse of time or both would become an Event of Default.

            "DOLLARS" and "$" shall mean lawful money of the United States of
      America.

            "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 acquires any Person and such
      Person becomes a Restricted Subsidiary or the Borrower 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
      (which determination, in each case, shall be subject to the approval of
      the Required Lenders, not to be unreasonably withheld) may be included in
      EBITDA for the calculation of the Funded Debt Ratio.

            "ENVIRONMENTAL LAW" shall mean any and all Governmental Requirements
      pertaining to health or the environment in effect in any and all
      jurisdictions in which the Borrower or any Subsidiary is conducting or at
      any time has conducted business, or where any Property of the Borrower or
      any Subsidiary is located, including without limitation, the Oil Pollution
      Act of 1990 ("OPA"), the Clean Air Act, as amended, the Comprehensive
      Environmental, Response, Compensation, and Liability Act of 1980
      ("CERCLA"), as amended, the Federal Water Pollution Control Act, as
      amended, the Occupational Safety and Health Act of 1970, as amended, the
      Resource Conservation and Recovery Act of 1976 ("RCRA"), as amended, the
      Safe Drinking Water Act, as amended, The Toxic Substances Control Act, as
      amended, the Superfund Amendments and Reauthorization Act of 1986, as
      amended, the Hazardous Materials Transportation Act, as amended, the
      Federal Insecticide, Fungicide, and Rodenticide Act, the Emergency
      Planning and Community Right-to-Know Act, the Rivers and Harbors Act,
      analogous state and local Governmental Requirements, and any analogous
      future enacted or adopted Governmental Requirement. The term "oil" shall
      have the meaning specified in OPA, the terms "hazardous substance" and
      "release" (or "threatened release") have the meanings specified in CERCLA,
      and the terms "solid waste," "hazardous waste" and "disposal" (or
      "disposed") have the meanings specified in RCRA; provided, however, that
      (i) in the event either OPA, CERCLA or RCRA is amended so as to broaden
      the meaning of any term defined thereby, such broader meaning shall apply
      subsequent to the effective date of such amendment and (ii) to the extent
      the laws of the state in which any Property of the Borrower or any
      Subsidiary is located establish a meaning for "oil," "hazardous
      substance," "release," "solid waste," "hazardous waste," or "disposal"
      which is broader than that specified in either OPA, CERCLA or RCRA, such
      broader meaning shall apply.

            "ERISA" shall mean the Employee Retirement Income Security Act of
      1974, as amended from time to time and any successor statute.

            "ERISA AFFILIATE" shall mean each trade or business (whether or not
      incorporated) which together with the Borrower or any Subsidiary would be
      deemed to

                                       6

<PAGE>

      be a "single employer" within the meaning of section 4001(b)(1) of ERISA
      or subsection (b), (c), (m) or (o) of section 414 of the Code.

            "ERISA EVENT" shall mean (i) a "Reportable Event" described in
      Section 4043 of ERISA and the regulations issued thereunder, (ii) the
      withdrawal of the Borrower, any Subsidiary or any ERISA Affiliate from a
      Plan during a plan year in which it was a "substantial employer" as
      defined in Section 4001(a)(2) of ERISA or the withdrawal of the Borrower,
      any Subsidiary or any ERISA Affiliate from a Multiemployer Plan, (iii) the
      filing of a notice of intent to terminate a Plan or the treatment of a
      Plan amendment as a termination under Section 4041 of ERISA, (iv) the
      institution of proceedings to terminate a Plan by the PBGC, (v) any other
      event or condition that might constitute grounds under Section 4042 of
      ERISA for the termination of, or the appointment of a trustee to
      administer, any Plan, (vi) the cessation of operations at a facility in
      the circumstances described in Section 4062(e) of ERISA, (vii) the failure
      by the Borrower, any Subsidiary or any ERISA Affiliate to make a payment
      to a Plan required under Section 302(f)(1) of ERISA, which failure results
      in the imposition of a lien for failure to make required payments, and
      (viii) the adoption of an amendment to a Plan requiring the provision of
      security to such Plan pursuant to Section 307 of ERISA.

            "EVENT OF DEFAULT" shall have the meaning assigned such term in
      Section 10.01.

            "EXCEPTED LIENS" shall mean:

                  (i) Prior Liens;

                  (ii) statutory Liens incidental to the conduct of business or
            the ownership of Properties of the Borrower and the Restricted
            Subsidiaries (including Liens in connection with worker's
            compensation, unemployment insurance and other like laws (other than
            ERISA Liens), warehousemen's and mechanics' and materialmen's liens
            and statutory landlord's liens) that in each case are incurred in
            the ordinary course of business and not in connection with the
            borrowing of money, the obtaining of advances or credit or the
            payment of the deferred purchase price of Property and that do not
            in any event materially impair the value or use of the Property
            encumbered thereby in the operation of the businesses of the
            Borrower and the Restricted Subsidiaries; provided in each case,
            that the obligation secured is not overdue or, if overdue, (A) is
            being contested by the Borrower or a Restricted Subsidiary on a
            timely basis in good faith and in appropriate proceedings, and the
            Borrower or a Restricted Subsidiary has established adequate
            reserves therefor in accordance with GAAP on the books of the
            Borrower or such Restricted Subsidiary or (B) such Liens in the
            aggregate do not secure obligations in the aggregate in excess of
            $1,000,000;

                  (iii) the right reserved to, or vested in, any municipality or
            public authority or in any other Person by the terms of any right,
            power, franchise, privilege, grant, license, permit, easement or
            lease or by any provision of law, to terminate such right, power,
            franchise, privilege, grant, license, permit, easement

                                       7

<PAGE>
            or lease or to purchase or recapture, or to designate a purchaser
            of, any of the Properties or assets of the Borrower and the
            Restricted Subsidiaries;

                  (iv) the Lien of any tax or assessment that is not at the time
            delinquent;

                  (v) the Lien of any tax or assessment that is delinquent, but
            the validity of which is being diligently contested at the time by
            the Borrower or any Restricted Subsidiary in good faith, provided
            that the Borrower or such Restricted Subsidiary shall have
            established such reserves in such amounts as may be required under
            GAAP;

                  (vi) any Lien or privilege vested in any grantor, lessor or
            licenser or permittor for rent or other charges due or for any other
            obligations or acts to be performed, the payment of which rent or
            other charges or performance of which other obligations or acts is
            required under leases, easements, rights-of-way, leases, licenses,
            franchises, privileges, grants or permits, so long as payment of
            such rent or the performance of such other obligations or acts is
            not delinquent or the requirement for such payment or performance is
            being contested in good faith by appropriate proceedings;

                  (vii) defects and irregularities in the title to the Property
            of the Borrower or any Restricted Subsidiary that do not in the
            aggregate have a Material Adverse Effect;

                  (viii) easements, exceptions or reservations in any Property
            of the Borrower or any Restricted Subsidiary granted or reserved for
            the purpose of pipelines, roads, the removal of oil, gas, coal or
            other minerals, and other like purposes or for the joint or common
            use of real Property, facilities and equipment, that do not in the
            aggregate have a Material Adverse Effect;

                  (ix) rights reserved to, or vested in any grantor, lessor,
            licenser, municipality or public authority to control or regulate
            any Property of the Borrower or any Restricted Subsidiary or to use
            any such Property, provided, that the Borrower or such Restricted
            Subsidiary shall not be in default in respect of any material
            obligation (except that the Borrower or such Restricted Subsidiary
            may be contesting any such obligation in good faith) to such
            grantor, lessor, licenser, municipality or public authority; and
            provided, further, that all such controls, Regulations and uses will
            not have a Material Adverse Effect;

                  (x) any obligation or duty to any municipality or public
            authority with respect to any lease, easement, right-of-way,
            license, franchise, privilege, permit or grant;

                  (xi) the Liens of any judgments in an aggregate amount not in
            excess of $500,000, or the Lien of any judgment the execution of
            which has been stayed, or which has been appealed and secured, if
            necessary, by the filing of an appeal bond;

                                       8

<PAGE>

                  (xii) Liens or burdens imposed by any law or governmental
            regulation, including, without limitation, those imposed by
            environmental and zoning laws, ordinances, and regulations;
            provided, in each case, the Borrower or any Restricted Subsidiary is
            not in default in any material obligation (except that the Borrower
            or such Restricted Subsidiary may be contesting any such obligation
            in good faith) in respect of such Property; provided, further, that
            the existence of all such Liens and burdens does not have a Material
            Adverse Effect;

                  (xiii) any pledge or deposit by the Borrower or any Restricted
            Subsidiary to secure payment of workers' compensation or insurance
            premiums, or in connection with tenders, bids, contracts or leases;
            or any deposits to secure public or statutory obligations; any
            pledge or deposit in connection with contracts with or made at the
            request of the United States of America or any state or agency or
            political subdivision thereof or for any purposes similar to any of
            those referred to in this clause (xiii); provided, in each case, the
            Borrower or such Restricted Subsidiary is not in default in any
            material obligation (except that the Borrower or such Restricted
            Subsidiary may be contesting any such obligation in good faith) in
            respect thereof;

                  (xiv) the making of a deposit with or the giving of any form
            of security to any governmental agency or any body created or
            approved by law or Governmental Requirement in order to entitle the
            Borrower or any Restricted Subsidiary to maintain self-insurance;

                  (xv) Liens securing Debt of the Borrower or any Restricted
            Subsidiary incurred or assumed in connection with the construction
            or acquisition of capital Improvements; provided that such Debt
            would be permitted under Section 9.01(e) hereof, and provided,
            further, that any such Lien shall not extend to any Property other
            than Property the construction or acquisition of which is financed
            by such Debt;

                  (xvi) Liens securing all or any part of the purchase price, or
            securing Debt of the Borrower or any Restricted Subsidiary incurred
            or assumed to pay all or any part of the purchase price of Property
            acquired by the Borrower or any Restricted Subsidiary, or Liens
            existing on such Property immediately prior to its acquisition,
            including, without limitation, the Liens described in clause (xv) of
            this definition, provided, that (i) that any such Lien shall extend
            solely to the Property so acquired, (ii) the principal amount of
            Debt secured by any such Lien shall not exceed 100% of the fair
            market value of such Property (as reasonably determined by the Board
            of Directors of the General Partner) at the time of acquisition,
            (iii) any such Lien not existing on such Property immediately prior
            to its acquisition shall be created at the time of acquisition of
            such Property or within 60 days thereafter and (iv) the aggregate
            amount of all outstanding Debt secured by such Liens shall be
            permitted under Section 9.01(e);

                                       9

<PAGE>

                  (xvii) Liens arising in connection with Sale-Leaseback
            Transactions permitted under Section 9.05; provided that any such
            Lien shall not extend to any Property other than Property being
            leased; and

                  (xviii) any Lien of the Trustee encumbering the Defeasance
            Trust (as defined in that certain Defeasance Trust Agreement, dated
            as of December 16, 1997 (the "DEFEASANCE TRUST AGREEMENT"), among
            Buckeye Pipe Line Company, L.P., PNC Bank, National Association, and
            Douglas A. Wilson) and all funds and securities therein for the
            benefit of the holders of the Defeased Notes (as such term is
            defined in the Defeasance Trust Agreement).

            "FEDERAL FUNDS RATE" shall mean, for any day, the rate per annum
      (rounded upwards, if necessary, to the nearest l/100 of 1%) equal to the
      weighted average of the rates on overnight federal funds transactions with
      a member of the Federal Reserve System arranged by federal funds brokers
      on such day, as published by the Federal Reserve Bank of New York on the
      Business Day next succeeding such day, provided that (i) if the date for
      which such rate is to be determined is not a Business Day, the Federal
      Funds Rate for such day shall be such rate on such transactions on the
      next preceding Business Day as so published on the next succeeding
      Business Day, and (ii) if such rate is not so published for any day, the
      Federal Funds Rate for such day shall be the average rate charged to the
      Agent on such day on such transactions as determined by the Agent.

            "FEE LETTER" shall mean that certain letter agreement from SunTrust
      Capital Markets, Inc. and SunTrust to the Borrower, dated June 30, 2004,
      as the same may be amended or replaced from time to time, concerning
      certain fees in connection with this Agreement and any agreements or
      instruments executed in connection herewith.

            "FINANCIAL STATEMENTS" shall mean the financial statement or
      statements of the Borrower and its Consolidated Subsidiaries described or
      referred to in Section 7.02.

            "FIXED CHARGE COVERAGE RATIO" shall mean the ratio (calculated
      quarterly as of the last day of each fiscal quarter) of (i) consolidated
      EBITDA of the Borrower (excluding EBITDA attributable to Unrestricted
      Subsidiaries) for the four fiscal quarters ending on such date (the "BASE
      PERIOD") to (ii) the sum of (A) all payments of principal (including the
      principal component of all payments in respect of lease obligations
      described in clause (v) of the definition of "Debt", but excluding
      payments of principal to be made with the proceeds of other Debt (i.e.,
      refinancings)) payable by the Borrower and its consolidated Subsidiaries
      (other than the Unrestricted Subsidiaries) during the four fiscal quarter
      period immediately succeeding the Base Period (the "REFERENCE PERIOD"),
      plus (B) interest expense payable by the Borrower and its consolidated
      Subsidiaries (other than the Unrestricted Subsidiaries) during the
      Reference Period, plus (C) capital expenditures reasonably necessary to
      maintain the Property of the Borrower and its consolidated Subsidiaries
      (other than the Unrestricted Subsidiaries) in good working order during
      the Reference Period.

            "FUNDED DEBT" shall mean for any Person, Debt of such Person (other
      than the type described in subsection (xiii) of the definition of Debt),
      less all obligations of such

                                       10

<PAGE>

      Person to pay the deferred purchase price of Property or services obtained
      in the ordinary course of business.

            "FUNDED DEBT RATIO" shall mean the ratio (calculated quarterly at
      the end of each fiscal quarter) of (i) the consolidated Funded Debt of the
      Borrower (excluding Funded Debt of Unrestricted Subsidiaries) for the four
      fiscal quarters ending on such date to (ii) the consolidated EBITDA of the
      Borrower (excluding EBITDA attributable to Unrestricted Subsidiaries) for
      such four fiscal quarters.

            "GAAP" shall mean generally accepted accounting principles in the
      United States of America in effect from time to time.

            "GENERAL PARTNER" shall mean BPLC or any successor general partner
      with the prior written consent of the Agent.

            "GOVERNMENTAL AUTHORITY" shall mean the country, the state, county,
      city and political subdivisions in which any Person or such Person's
      Property is located or that exercises valid jurisdiction over any such
      Person or such Person's Property, and any court, agency, department,
      commission, board, bureau or instrumentality of any of them including
      monetary authorities that exercises valid jurisdiction over any such
      Person or such Person's Property. Unless otherwise specified, all
      references to Governmental Authority herein shall mean a Governmental
      Authority having jurisdiction over, where applicable, the Borrower, its
      Subsidiaries or any of their Property or the Agent, any Lender or any
      Applicable Lending Office.

            "GOVERNMENTAL REQUIREMENT" shall mean any law, statute, code,
      ordinance, order, determination, rule, regulation, judgment, decree,
      injunction, franchise, permit, certificate, license, authorization or
      other directive or requirement (whether or not having the force of law),
      including, without limitation, Environmental Laws, energy regulations and
      occupational, safety and health standards or controls, of any Governmental
      Authority.

            "GP INCENTIVE COMPENSATION PAYMENTS" shall mean the quarterly
      incentive compensation payments paid to the General Partner (or, if
      amended, such other Person with the prior written consent of the Agent) by
      the Borrower pursuant to that certain Second Amended and Restated
      Incentive Compensation Agreement, dated as of April 23, 2001, as it may be
      amended from time to time.

            "GRANTING LENDER" shall have the meaning assigned such term in
      Section 12.06(e).

            "GUARANTOR" shall mean each Restricted Subsidiary, excluding Laurel,
      that has executed a Guaranty.

            "GUARANTY" shall mean an agreement executed by each Guarantor
      substantially in the form of Exhibit F.

                                       11

<PAGE>

            "HEDGING AGREEMENTS" shall mean any commodity, interest rate or
      currency swap, cap, floor, collar, forward agreement or other exchange or
      protection agreements or any option with respect to any such transaction.

            "HIGHEST LAWFUL RATE" shall mean, with respect to any Lender, the
      maximum nonusurious interest rate, if any, that at any time or from time
      to time may be contracted for, taken, reserved, charged or received on the
      Debt hereunder under laws applicable to such Lender that are presently in
      effect or, to the extent allowed by law, under such applicable laws that
      may hereafter be in effect and that allow a higher maximum nonusurious
      interest rate than applicable laws now allow.

            "INDEMNIFIED PARTIES" shall have the meaning assigned such term in
      Section 12.03(a)(ii).

            "INDEMNITY MATTERS" shall mean any and all actions, suits,
      proceedings (including any investigations, litigation or inquiries),
      claims, demands and causes of action made or threatened against a Person
      and, in connection therewith, all losses, liabilities, damages (excluding,
      however, indirect and consequential damages and lost profits) or
      reasonable costs and expenses of any kind or nature whatsoever incurred by
      such Person whether caused by the sole or concurrent negligence of such
      Person seeking indemnification.

            "INDENTURE" shall mean that certain Indenture, dated as of July 10,
      2003, between the Borrower and SunTrust Bank, as Trustee, as amended and
      supplemented from time to time.

            "INTEREST PERIOD" shall mean, with respect to any LIBOR Loan, the
      period commencing on the date such LIBOR Loan is made and ending on the
      numerically corresponding day in the first, second, third or sixth
      calendar month thereafter, as the Borrower may select as provided in
      Section 2.02 (or such longer period as may be requested by the Borrower
      and agreed to by the Lenders), except that each Interest Period that
      commences on the last Business Day of a calendar month (or on any day for
      which there is no numerically corresponding day in the appropriate
      subsequent calendar month) shall end on the last Business Day of the
      appropriate subsequent calendar month.

            Notwithstanding the foregoing: (i) no Interest Period may end after
      the Maturity Date; (ii) each Interest Period that would otherwise end on a
      day that is not a Business Day shall end on the next succeeding Business
      Day (or, if such next succeeding Business Day falls in the next succeeding
      calendar month, on the next preceding Business Day); and (iii) no Interest
      Period shall have a duration of less than one month and, if the Interest
      Period for any LIBOR Loans would otherwise be for a shorter period, such
      Loans shall not be available hereunder.

            "LAUREL" shall mean Laurel Pipe Line Company, L.P., a Delaware
      limited partnership.

            "LENDERS" shall have the meaning assigned such term in the preamble
      to this Agreement.

                                       12

<PAGE>

            "LIBOR" shall mean, for any Interest Period for any LIBOR Loan, the
      rate per annum for deposits in Dollars for a period equal to such Interest
      Period appearing on Dow Jones Market Service Page 3750 (or such other page
      as may replace Dow Jones Market Service Page 3750 or that service or
      another service as may be nominated by the British Bankers' Association as
      the information vendor for the purpose of displaying British Bankers'
      Association Interest Settlement Rates for Dollars) as of 11:00 a.m.
      (London, England time) two Business Days prior to the first day of such
      Interest Period. In the event that such rate does not appear on Dow Jones
      Market Service Page 3750, or such other page as referenced above, LIBOR
      shall be determined by the Agent to be the rate per annum at which
      deposits in Dollars are offered by leading reference banks in the London
      interbank market to SunTrust at approximately 11:00 a.m. (London time) two
      Business Days prior to the first day of the applicable Interest Period for
      a period equal to such Interest Period and in an amount substantially
      equal to the amount of the applicable Loan to be made by the Agent (or any
      Affiliate of the Agent).

            "LIBOR LOANS" shall mean Loans that bear interest at rates based
      upon the LIBOR Rate.

            "LIBOR RATE" shall mean, with respect to any LIBOR Loan, a rate per
      annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
      determined by the Agent to be equal to the quotient of (i) LIBOR for the
      Interest Period for such Loan divided by (ii) 1 minus the Reserve
      Requirement for such Loan for such Interest Period.

            "LIEN" shall mean any interest in Property securing an obligation
      owed to, or a claim by, a Person other than the owner of the Property,
      whether such interest is based on the common law, statute or contract, and
      whether such obligation or claim is fixed or contingent, and including but
      not limited to the lien or security interest arising from a mortgage,
      encumbrance, pledge, security agreement, conditional sale or trust receipt
      or a lease, consignment or bailment for security purposes. The term "Lien"
      shall include reservations, exceptions, encroachments, easements, rights
      of way, covenants, conditions, restrictions, leases and other title
      exceptions and encumbrances affecting Property. Any Person shall be deemed
      to be the owner of any Property that it has acquired or holds subject to a
      conditional sale agreement, or leases under a financing lease or other
      arrangement, pursuant to which title to the Property has been retained by
      or vested in some other Person in a transaction intended to create a
      financing.

            "LOAN DOCUMENTS" shall mean this Agreement, the Guaranties, the Fee
      Letter, and any and all other agreements or instruments now or hereafter
      executed and delivered by the Borrower or any other Person (other than
      participation or similar agreements between any Lender and any other
      lender or creditor with respect to any Debt hereunder) in connection with,
      or as security for or guaranty of the payment or performance of this
      Agreement, as such agreements may be amended, supplemented or restated
      from time to time.

            "LOANS" shall mean Loans made pursuant to Section 2.01(a).

                                       13

<PAGE>

            "MATERIAL ADVERSE EFFECT" shall mean any material and adverse effect
      on (i) the financial condition or results of operations of the Borrower
      and the Restricted Subsidiaries, taken as a whole, different from those
      reflected in the Financial Statements or from the facts represented or
      warranted in any Loan Document, or (ii) the ability of the Borrower and
      the Restricted Subsidiaries, taken as a whole, to carry out their business
      as of the date hereof or as proposed as of the date hereof to be conducted
      or to meet their obligations under the Loan Documents on a timely basis.

            "MATURITY DATE" shall mean the earlier to occur of (i) October 1
      2005 and (ii) the date on which the principal amount of all outstanding
      Loans have been declared or automatically have become due and payable
      (whether by acceleration or otherwise in accordance with the provisions of
      this Agreement).

            "MOODY'S" shall mean Moody's Investors Service, Inc., or any
      successor thereto.

            "MULTIEMPLOYER PLAN" shall mean a Plan defined as such in Section
      3(37) or 4001(a)(3) of ERISA.

            "NOTICE OF BORROWING" shall have the meaning assigned to such term
      in Section 2.02(a).

            "NOTE AGREEMENTS" shall mean each of (i) the Underwriting Agreement,
      dated July 7, 2003, among the Borrower, BPLC and J.P. Morgan Securities
      Inc. and (ii) the Purchase Agreement, dated August 14, 2003, among the
      Borrower, BPLC and the initial purchasers named therein.

            "OTHER TAXES" shall have the meaning assigned such term in Section
      4.06(b).

            "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
      entity succeeding to any or all of its functions.

            "PERCENTAGE SHARE" shall mean, with respect to any Loan of any
      Lender at any time, a percentage, the numerator of which shall be the
      aggregate amount of such Lender's Loan and the denominator of which shall
      be the sum of the aggregate amount all Loans of all Lenders.

            "PERSON" shall mean any individual, corporation, company, voluntary
      association, partnership, joint venture, trust, unincorporated
      organization or government or any agency, instrumentality or political
      subdivision thereof, or any other form of entity.

            "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.

            "POST-DEFAULT RATE" shall mean, in respect of any principal of any
      Loan or any other amount payable by the Borrower under this Agreement or
      any other Loan

                                       14

<PAGE>

      Document, a rate per annum equal to 2% per annum above the rate of
      interest applicable from time to time to Base Rate Loans as provided in
      Section 3.02(a)(i), but in no event to exceed the Highest Lawful Rate;
      provided however, for any LIBOR Loan, the Post-Default Rate shall be 2%
      per annum above the interest rate for such Loan as provided in Section
      3.02(a)(ii), but in no event to exceed the Highest Lawful Rate.

            "PRIME RATE" shall mean the rate of interest from time to time
      announced publicly by the Agent at the Principal Office as its prime
      commercial lending rate. Such rate is set by the Agent as a general
      reference rate of interest, taking into account such factors as the Agent
      may deem appropriate, it being understood that many of the Agent's
      commercial or other loans are priced in relation to such rate, that it is
      not necessarily the lowest or best rate actually charged to any customer
      and that the Agent may make various commercial or other loans at rates of
      interest having no relationship to such rate.

            "PRINCIPAL OFFICE" shall mean the principal office of the Agent,
      presently located at 303 Peachtree Street, Atlanta, Georgia 30308.

            "PRIOR LIEN" shall mean any Lien not created by the Borrower or any
      Restricted Subsidiary, which at any time is a lien upon the lands over
      which the Borrower or any Restricted Subsidiary holds easements or
      rights-of-way for pipeline purposes, or upon Properties with respect to
      which the Borrower's or such Restricted Subsidiary's interest is
      subordinate to such Lien, and that does not secure bonds, notes, other
      indebtedness, taxes, assessments or other charges that have been assumed
      or guaranteed by the Borrower or any Restricted Subsidiary or for which
      the Borrower or any Restricted Subsidiary has otherwise become liable or
      on which the Borrower or any Restricted Subsidiary customarily pays
      interest charges.

            "PROPERTY" shall mean any interest in any kind of property or asset,
      whether real, personal or mixed, or tangible or intangible.

            "QUARTERLY DATES" shall mean the last day of each March, June,
      September and December, in each year, the first of which shall be December
      31, 2004.

            "RATINGS AFFIRMATION" means, with respect to any particular action
      or proposed action, the affirmation by each of Standard & Poor's Rating
      Services and Moody's Investors Service, Inc. or, if either or both of such
      ratings agencies do not then rate the Notes, by such other nationally
      recognized statistical rating organization (as defined in the rules and
      regulations of the SEC) then having issued long-term debt ratings for the
      Notes, that such long-term debt ratings will not be lowered as a result of
      the taking of such action or proposed action.

            "REFERENCE RATING" shall mean the ratings assigned by S&P and
      Moody's to the senior unsecured non-credit enhanced long-term debt of the
      Borrower. If such ratings assigned by S&P and Moody's are not comparable
      (i.e., a "split rating"), and (i) the ratings differential is less than
      two levels, then the higher of such two ratings shall control or (ii) the
      ratings differential is two levels or more, then the ratings one below the
      higher

                                       15

<PAGE>
      of such two ratings shall control, unless either rating is below BBB- (in
      the case of S&P) or Baa3 (in the case of Moody's), in which case the lower
      of the two ratings shall control.

            "REGULATION D" shall mean Regulation D of the Board of Governors of
      the Federal Reserve System (or any successor), as the same may be amended
      or supplemented from time to time.

            "REGULATORY CHANGE" shall mean, with respect to any Lender, any
      change after the date hereof in any Governmental Requirement (including
      Regulation D) or the adoption or making after such date of any
      interpretations, directives or requests applying to a class of lenders
      (including such Lender or its Applicable Lending Office) of or under any
      Governmental Requirement (whether or not having the force of law) by any
      Governmental Authority charged with the interpretation or administration
      thereof.

            "REQUIRED LENDERS" shall mean, at any time Lenders holding more than
      50% of the outstanding aggregate principal amount of the Loans (without
      regard to any sale by a Lender of a participation in any Loan under
      Section 12.06(c)) provided, however, that if at the time of determination
      there are two or more Lenders, then in no event shall the Required Lenders
      include less than 2 Lenders.

            "REQUIRED PAYMENT" shall have the meaning assigned such term in
      Section 4.04.

            "RESERVE REQUIREMENT" shall mean, for any Interest Period for any
      LIBOR Loan, the average maximum rate at which reserves (including any
      marginal, supplemental or emergency reserves) are required to be
      maintained during such Interest Period under regulations issued from time
      to time by the Board of Governors of the Federal Reserve System (or any
      successor) for determining the maximum reserve requirement (including any
      emergency, supplemental or other marginal reserve requirement) for the
      Lenders with respect to liabilities or assets consisting of or including
      "eurocurrency liabilities" (as defined in Regulation D of the Board of
      Governors of the Federal Reserve System, as in effect from time to time)
      having a term equal to such Interest Period.

            Without limiting the effect of the foregoing, the Reserve
      Requirement shall reflect any other reserves required to be maintained by
      such member banks by reason of any Regulatory Change against (i) any
      category of liabilities that includes deposits by reference to which LIBOR
      is to be determined as provided in the definition of "LIBOR" or (ii) any
      category of extensions of credit or other assets which include a LIBOR
      Loan.

            "RESPONSIBLE OFFICER" shall mean, as to any Person, the Chief
      Executive Officer, the President or any Vice President of such Person and,
      with respect to financial matters, the term "Responsible Officer" shall
      include the Chief Financial Officer of such Person. Unless otherwise
      specified, all references to a Responsible Officer herein shall mean a
      Responsible Officer of the Borrower.

            "RESTRICTED SUBSIDIARY" shall mean those Persons listed on Exhibit
      E-1 and any Subsidiary of the Borrower or of any Restricted Subsidiary
      that has not been designated by the Board of Directors of the General
      Partner, at its creation or acquisition, as an Unrestricted Subsidiary.
      The Borrower may thereafter redesignate an Unrestricted

                                       16

<PAGE>
      Subsidiary as a Restricted Subsidiary, and it will thereafter be a
      Restricted Subsidiary; provided, that such Restricted Subsidiary may not
      thereafter be redesignated as an Unrestricted Subsidiary, and provided,
      further, that no Subsidiary may be designated as an Unrestricted
      Subsidiary at any time other than at its creation or acquisition. To
      qualify as a Restricted Subsidiary, such Subsidiary shall be in a line of
      business as is permitted for the Borrower under the Borrower Partnership
      Agreement and with the exception of Laurel shall have executed a Guaranty,
      and at the time such Subsidiary is designated as a Restricted Subsidiary
      no Default shall exist or result from such designation.

            "REVOLVING CREDIT AGREEMENT" shall mean that certain Revolving
      Credit Agreement, dated as of August 6, 2004, among the Borrower, the
      lenders signatory thereto and SunTrust Bank, as administrative agent, as
      amended from time to time.

            "S&P" shall mean Standard & Poor's Ratings Services, a division of
      the McGraw-Hill Companies, Inc., or any successor thereto.

            "SALE-LEASEBACK ATTRIBUTABLE DEBT" shall mean, as to any particular
      lease relating to a Sale-Leaseback Transaction, the amount of the net sale
      proceeds derived from the sale or transfer to the Borrower or any
      Restricted Subsidiary of the Property involved.

            "SALE-LEASEBACK TRANSACTION" shall mean a transaction or series of
      transactions pursuant to which the Borrower or any Restricted Subsidiary
      shall sell or transfer to any Person any Property, whether now owned or
      hereafter acquired, and as part of the same transaction or series of
      transactions, the Borrower or any Restricted Subsidiary shall rent or
      lease as lessee, or similarly acquire the right to possession or use of,
      such property or one or more Properties which it intends to use for the
      same purpose or purposes as such Property.

            "SEC" shall mean the Securities and Exchange Commission or any
      successor Governmental Authority.

            "SENIOR NOTES" shall mean (i) the 4 5/8% Notes, in the aggregate
      principal amount of $300,000,000, due 2013 and (ii) the 6 3/4% Notes, in
      the aggregate principal amount of $150,000,000, due 2033; each issued
      pursuant to the Indenture.

            "SPC" shall have the meaning assigned such term in Section 12.06(e).

            "SPECIAL ENTITY" of any Person shall mean any joint venture, limited
      liability company or partnership, general or limited partnership or any
      other type of partnership or company other than a corporation in which
      such Person or one or more of its Subsidiaries is a member, owner, partner
      or joint venturer and either (a) owns, directly or indirectly, at least a
      majority of the equity or interests of such entity, or (b) controls such
      entity, but excluding any tax partnerships that are not classified as
      partnerships under state law. For purposes of this definition, any Person
      that owns directly or indirectly an equity investment in another Person
      that allows the first Person to manage or elect managers who manage the
      normal activities of such second Person will be deemed to "control" such
      second Person (e.g., a sole general partner controls a limited
      partnership).

                                       17

<PAGE>

            "SUBSIDIARY" shall mean (i) any corporation of which at least a
      majority of the outstanding shares of stock having by the terms thereof
      ordinary voting power to elect a majority of the board of directors of
      such corporation (irrespective of whether or not at the time stock of any
      other class or classes of such corporation shall have or might have voting
      power by reason of the happening of any contingency) is at the time
      directly or indirectly owned or controlled by the Borrower or one or more
      of its Subsidiaries or by the Borrower and one or more of its Subsidiaries
      and (ii) any Special Entity.

            "SUNTRUST" shall have the meaning assigned such term in the preamble
      to this Agreement.

            "TAXES" shall have the meaning assigned such term in Section
      4.06(a).

            "TICKING MARGIN" shall mean (i) 0.0% for the period commencing on
      the Closing Date through and including the 180th day after the Closing
      Date, (ii) 0.50% per annum for the period commencing on the 181st day
      after the Closing Date through and including the 270th day after the
      Closing Date, and (iii) 1.00% per annum commencing on the 271st day after
      the Closing Date and continuing thereafter.

            "TYPE" shall mean, with respect to any Loan, a Base Rate Loan or a
      LIBOR Loan.

            "UNRESTRICTED SUBSIDIARY" shall mean those Persons listed on Exhibit
      E-2 and any Subsidiary of the Borrower or any Restricted Subsidiary that
      has been designated by the Board of Directors of the General Partner as an
      "Unrestricted Subsidiary" at the time of its creation or acquisition;
      provided that no Debt or other obligation of such Unrestricted Subsidiary
      may be assumed or guaranteed by the Borrower or any Restricted Subsidiary
      except to the extent otherwise permitted under Section 9.01(e), nor may
      any asset of the Borrower or any Restricted Subsidiary, directly or
      indirectly, contingently or otherwise, become encumbered or otherwise
      subject to the satisfaction thereof except to the extent otherwise
      permitted under Section 9.02(d).

      SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS.

      Unless otherwise specified herein, all accounting terms used herein shall
be interpreted, all determinations with respect to accounting matters hereunder
shall be made, and all financial statements and certificates and reports as to
financial matters required to be furnished to the Agent or the Lenders hereunder
shall be prepared, in accordance with GAAP, applied on a basis consistent with
the audited financial statements of the Borrower referred to in Section 7.02
(except for changes concurred with by the Borrower's independent public
accountants).

                                   ARTICLE II
                                   COMMITMENTS

      SECTION 2.01. LOANS.

      (a) LOANS. Subject to the terms and conditions set forth herein, each
Lender severally agrees to make a single term loan (each, a "LOAN") to the
Borrower on the Closing Date in a

                                       18

<PAGE>

principal amount not to exceed the Commitment of such Lender; provided, that if
for any reason the full amount of such Lender's Commitment is not fully drawn on
the Closing Date, the undrawn portion thereof shall automatically be cancelled.

      (b) LIMITATION ON TYPES OF LOANS. Subject to the other terms and
provisions of this Agreement, at the option of the Borrower, the Loans may be
Base Rate Loans or LIBOR Loans; provided that, without the prior written consent
of the Required Lenders, no more than eight LIBOR Loans may be outstanding at
any time.

      SECTION 2.02. BORROWING, CONTINUATIONS AND CONVERSIONS OF LOANS.

      (a) BORROWING. The Borrower shall give the Agent (which shall promptly
notify the Lenders) advance written notice in the form of Exhibit A (the "NOTICE
OF BORROWING") of its request to borrow the Loans, which shall specify the
aggregate amount of the Loans to be funded on the Closing Date. The Notice of
Borrowing shall be irrevocable and must be received by the Agent on the Closing
Date.

      (b) MINIMUM AMOUNTS. All Base Rate Loan borrowings shall be in amounts of
at least $1,000,000, or any whole multiple of $1,000,000 in excess thereof, and
all LIBOR Loans shall be in amounts of at least $3,000,000 or any whole multiple
of $1,000,000 in excess thereof.

      (c) NOTICES. All continuations and conversions shall require advance
written notice to the Agent (which shall promptly notify the Lenders) in the
form of Exhibit B (or telephonic notice promptly confirmed by such a written
notice), which in each case shall be irrevocable, from the Borrower to be
received by the Agent not later than 11:00 a.m. Atlanta time on the date of each
Base Rate Loan continuation or conversion and not later than 11:00 a.m. Atlanta
time at least three Business Days prior to the date of each LIBOR Loan
continuation or conversion. Without in any way limiting the Borrower's
obligation to confirm in writing any telephonic notice, the Agent may act
without liability upon the basis of any telephonic notice believed by the Agent
in good faith to be from the Borrower prior to receipt of written confirmation.
In each such case, the Borrower hereby waives the right to dispute the Agent's
record of the terms of such telephonic notice except in the case of gross
negligence or willful misconduct by the Agent.

      (d) CONTINUATION OPTIONS. Subject to the provisions made in this Section
2.02(c), the Borrower may elect to continue all or any part of any LIBOR Loan
beyond the expiration of the then current Interest Period relating thereto by
giving advance notice as provided in Section 2.02(b) to the Agent (which shall
promptly notify the Lenders) of such election, specifying the amount of such
Loan to be continued and the Interest Period therefor. In the absence of such a
timely and proper election, the Borrower shall be deemed to have elected to
convert such LIBOR Loan to a Base Rate Loan pursuant to Section 2.02(d). All or
any part of any LIBOR Loan may be continued as provided herein, provided that
(i) any continuation of any such Loan shall be (as to each Loan as continued for
an applicable Interest Period) in amounts of at least $5,000,000 or any whole
multiple of $1,000,000 in excess thereof and (ii) no Default shall have occurred
and be continuing. If a Default shall have occurred and be continuing, each
LIBOR Loan shall be converted to a Base Rate Loan on the last day of the
Interest Period applicable thereto.

                                       19

<PAGE>

      (e) CONVERSION OPTIONS. The Borrower may elect to convert all or any part
of any LIBOR Loan on the last day of the then current Interest Period relating
thereto to a Base Rate Loan by giving advance notice to the Agent (which shall
promptly notify the Lenders) of such election. Subject to the provisions made in
this Section 2.02(d), the Borrower may elect to convert all or any part of any
Base Rate Loan at any time and from time to time to a LIBOR Loan by giving
advance notice as provided in Section 2.02(b) to the Agent (which shall promptly
notify the Lenders) of such election. All or any part of any outstanding Loan
may be converted as provided herein, provided that (i) any conversion of any
Base Rate Loan into a LIBOR Loan shall be (as to each such Loan into which there
is a conversion for an applicable Interest Period) in amounts of at least
$5,000,000 or any whole multiple of $1,000,000 in excess thereof and (ii) no
Default shall have occurred and be continuing. If a Default shall have occurred
and be continuing, no Base Rate Loan may be converted into a LIBOR Loan.

      (f) ADVANCES. Not later than 11:00 a.m. Atlanta time on the Closing Date,
each Lender shall make available the amount of the Loan to be made by it on such
date to the Agent, to an account which the Agent shall specify, in immediately
available funds, for the account of the Borrower. The amounts so received by the
Agent shall, subject to the terms and conditions of this Agreement, be made
available to the Borrower by depositing the same, in immediately available
funds, in an account of the Borrower, designated by the Borrower and maintained
at the Principal Office.

      SECTION 2.03. FEES.

      (a) The Borrower shall pay to SunTrust and SunTrust Capital Markets, Inc.
for their respective accounts such fees as are set forth in the Fee Letter on
the dates specified therein.

      (b) The Borrower shall pay to the Agent for the account of each Lender a
funding fee equal to (i) 0.25% of the Loans outstanding on the date that is 180
days immediately following the Closing Date which shall be due and payable on
such date and (ii) 0.50% of the Loans outstanding on the date that is 270 days
immediately following the Closing Date which shall be due and payable on such
date, in each case unless the Loans and all other Obligations have been
indefeasibly paid in full prior to such date.

      SECTION 2.04. SEVERAL OBLIGATIONS.

      The failure of any Lender to make any Loan to be made by it on the Closing
Date shall not relieve any other Lender of its obligation to make its Loan or
provide funds on such date, but no Lender shall be responsible for the failure
of any other Lender to make a Loan to be made by such other Lender or to provide
funds to be provided by such other Lender.

      SECTION 2.05. NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.

      (a) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from the Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.

                                       20

<PAGE>

      (b) The Agent shall also maintain accounts in which it will record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period (if
any) with respect thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder,
and (iii) the amount of any sum received by the Agent hereunder from the
Borrower and each Lender's share thereof.

      (c) The entries maintained in the accounts maintained pursuant to
subsections (a) and (b) above shall be prima facie evidence of the existence and
amounts of the obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay such
obligations in accordance with their terms.

      (d) Any Lender may request that its Loans be evidenced by one or more
promissory notes. In such event, the Borrower shall prepare, execute and deliver
to such Lender one or more promissory notes payable to the order of such Lender
and in a form acceptable to the Borrower and the Agent. Thereafter, the Loans
evidenced by such note(s) and interest thereon shall at all times (including
after any assignment pursuant to Section 12.06(b)) be represented by notes from
the Borrower, payable to the order of the payee named therein or any assignee
pursuant to Section 12.06(b), except to the extent that any such Lender or
assignee subsequently returns any such note for cancellation and requests that
the related Loans once again be evidenced as in subsections (a) and (b) above.

      SECTION 2.06. PREPAYMENTS.

      (a) VOLUNTARY PREPAYMENTS. The Borrower may prepay the Base Rate Loans
upon not less than one (1) Business Day's prior notice to the Agent (which shall
promptly notify the Lenders), which notice shall specify the prepayment date
(which shall be a Business Day) and the amount of the prepayment (which shall be
at least $1,000,000 or whole multiples of $500,000 in excess thereof for Loans
that are Base Rate Loans, or the remaining aggregate principal balance
outstanding) and shall be irrevocable and effective only upon receipt by the
Agent, provided that interest on the principal prepaid, accrued to the
prepayment date, shall be paid on the prepayment date. The Borrower may prepay
LIBOR Loans on the same conditions as for Base Rate Loans (except that prior
notice to the Agent shall be not less than three Business Days for LIBOR Loans
and such payment shall be at least $5,000,000 or whole multiples of $1,000,000
in excess thereof) and in addition such prepayments of LIBOR Loans shall be
subject to the terms of Section 5.05 and shall be in an amount equal to all of
the LIBOR Loans for the Interest Period prepaid.

      (b) MANDATORY PREPAYMENTS. (i) Immediately upon receipt by the Borrower or
any of its Subsidiaries of proceeds of any sale or disposition by the Borrower
or such Subsidiary of any of its assets (excluding (A) sales of inventory in the
ordinary course of business, and (B) other sales of assets (other than the sales
of inventory excluded under the subsection A of this Section 2.06(b)(i)) the net
proceeds of which, in the aggregate, do not exceed $10,000,000) the Borrower
shall notify the Agent (which shall promptly notify the Lenders) of which assets
have been sold and the aggregate net proceeds received from such sale or
disposition. If any Loans are outstanding at such time, Borrower shall, within
three Business Days of Borrower's receipt of such proceeds, prepay the Loans in
an amount equal to all such proceeds, net of commissions

                                       21

<PAGE>

and other reasonable and customary transaction costs, fees and expenses properly
attributable to such transaction and payable by such Borrower in connection
therewith (in each case, paid to non-Affiliates); any such prepayment shall be
applied in accordance with Section 2.06(b)(iii).

            (ii) If the Borrower or any of its Subsidiaries issues any debt or
equity securities (other than (i) Indebtedness permitted under Section 9.01(a),
(b), (c), (f), (g) and (h) or (ii) equity securities issued by a Subsidiary of
the Borrower to the Borrower or another Subsidiary), then no later than the
Business Day following the date of receipt of the proceeds thereof, Borrower
shall notify the Agent (which shall promptly notice the Lenders) in writing of
the nature of such issuance and amount of the gross proceeds raised from such
issuance. If any Loans are outstanding at such time, the Borrower shall, no
later than the third Business Day following the date of receipt of the proceeds
thereof, prepay the Loans in an amount equal to all such proceeds, net of
underwriting discounts and commissions and other reasonable costs, fees and
expenses paid to non-Affiliates in connection therewith; any such prepayment
shall be applied in accordance with Section 2.06(b)(iii).

            (iii) Any prepayments made by the Borrower pursuant to Sections
2.06(b)(i) or (iii) above shall be applied as follows: first, to Administrative
Agent's fees and reimbursable expenses then due and payable pursuant to any of
the Loan Documents; second, to all other Fees and reimbursable expenses of the
Lenders then due and payable pursuant to any of the Loan Documents, pro rata to
the Lenders based on their respective Percentage Shares of such expenses; third,
to interest then due and payable on the Loans made to Borrower, pro rata to the
Lenders based on their respective Percentage Shares; and fourth, to the
principal balance of the Loans, until the same shall have been paid in full, pro
rata to the Lenders based on their respective Percentage Shares.

      (c) GENERALLY. Prepayments permitted or required under this Section 2.06
shall be without premium or penalty, except as required under Section 5.05 for
prepayment of LIBOR Loans. Any prepayments on the Loans may not be reborrowed.

      SECTION 2.07. LENDING OFFICES.

      The Loans of each Type made by each Lender shall be made and maintained at
such Lender's Applicable Lending Office for Loans of such Type.

                                   ARTICLE III
                       PAYMENTS OF PRINCIPAL AND INTEREST

      SECTION 3.01. REPAYMENT OF LOANS.

      (a) LOANS. On the Maturity Date the Borrower shall repay the outstanding
aggregate principal amount of the Loans and all accrued and unpaid interest
thereon.

      (b) GENERALLY. The Borrower will pay to the Agent, for the account of each
Lender, the principal payments required by this Section 3.01.

                                       22

<PAGE>

      SECTION 3.02. INTEREST.

      (a) INTEREST RATES. The Borrower will pay to the Agent, for the account of
each Lender, as appropriate, interest on the unpaid principal amount of each
Loan made by such Lender for the period commencing on the date such Loan is made
to, but excluding, the date such Loan shall be paid in full, at the following
rates per annum:

            (i) if such a Loan is a Base Rate Loan, the Base Rate (as in effect
      from time to time) plus the Applicable Margin plus the Ticking Margin, but
      in no event to exceed the Highest Lawful Rate; and

            (ii) if such a Loan is a LIBOR Loan, for each Interest Period
      relating thereto, the LIBOR Rate for such Loan plus the Applicable Margin
      plus the Ticking Margin, but in no event to exceed the Highest Lawful
      Rate.

      (b) POST-DEFAULT RATE. Notwithstanding the foregoing, the Borrower will
pay to the Agent, for the account of each Lender interest at the applicable
Post-Default Rate on any principal of any Loan made by such Lender, and (to the
fullest extent permitted by law) on any other amount payable by the Borrower
hereunder or under any Loan Document for the period commencing on the date of an
Event of Default until the same is paid in full or all Events of Default are
cured or waived.

      (c) DUE DATES. Accrued interest on Base Rate Loans shall be payable on
each Quarterly Date, and accrued interest on each LIBOR Loan shall be payable on
the last day of the Interest Period therefor and, if such Interest Period is
longer than three months, at three-month intervals following the first day of
such Interest Period, except that interest payable at the Post-Default Rate
shall be payable from time to time on demand and interest on any LIBOR Loan that
is converted into a Base Rate Loan pursuant to Section 5.04 shall be payable on
the date of conversion (but only to the extent so converted). All accrued and
unpaid interest on the Loans shall be paid on the Maturity Date.

      (d) DETERMINATION OF RATES. Promptly after the determination of any
interest rate provided for herein or any change therein, the Agent shall notify
the Lenders and the Borrower thereof. Each determination by the Agent of an
interest rate or fee hereunder shall, except in cases of manifest error, be
final, conclusive and binding on the parties.

                                   ARTICLE IV
                PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

      SECTION 4.01. PAYMENTS.

      Except to the extent otherwise provided herein, all payments of principal,
interest and other amounts to be made by the Borrower under this Agreement shall
be made in Dollars, in immediately available funds, to the Agent at such account
as the Agent shall specify by notice to the Borrower from time to time, not
later than 11:00 a.m. Atlanta time on the date on which such payments shall
become due (each such payment made after such time on such due date to be deemed
to have been made on the next succeeding Business Day). Such payments shall be
made

                                       23

<PAGE>

without (to the fullest extent permitted by applicable law) defense, set-off or
counterclaim. Each payment received by the Agent under this Agreement for
account of a Lender shall be paid promptly to such Lender in immediately
available funds. Except as otherwise provided in the definition of "Interest
Period", if the due date of any payment under this Agreement would otherwise
fall on a day which is not a Business Day such date shall be extended to the
next succeeding Business Day and interest shall be payable for any principal so
extended for the period of such extension. At the time of each payment to the
Agent of any principal of or interest on any borrowing, the Borrower shall
notify the Agent of the Loans to which such payment shall apply. In the absence
of such notice the Agent may specify the Loans to which such payment shall
apply, but to the extent possible such payment or prepayment will be applied
first to Base Rate Loans.

      SECTION 4.02. PRO RATA TREATMENT.

      Except to the extent otherwise provided herein, each Lender agrees that:
(i) the Loans shall be made by the Lenders pro rata in accordance with their
Percentage Share, and each continuation and conversion of all or a portion of
the Loans under Section 2.02 shall be made from the Lenders pro rata in
accordance with their Percentage Share; (ii) each payment of principal of Loans
by the Borrower shall be made for account of the Lenders pro rata in accordance
with the respective unpaid principal amount of the Loans held by the Lenders;
and (iii) each payment of interest on Loans by the Borrower shall be made for
account of the Lenders pro rata in accordance with the amounts of interest due
and payable to the respective Lenders.

      SECTION 4.03. COMPUTATIONS.

      Interest on LIBOR Loans, interest determined by reference to the Federal
Funds Rate and fees shall be computed on the basis of a year of 360 days and
actual days elapsed (including the first day but excluding the last day)
occurring in the period for which such interest is payable, unless such
calculation would exceed the Highest Lawful Rate, in which case interest shall
be calculated on the per annum basis of a year of 365 or 366 days, as the case
may be. Interest on Base Rate Loans determined by reference to the Prime Rate
shall be computed on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed (including the first day but excluding the last day)
occurring in the period for which such interest is payable.

      SECTION 4.04. NON-RECEIPT OF FUNDS BY THE AGENT.

      Unless the Agent shall have been notified by a Lender or the Borrower
prior to the time on which such notifying party is scheduled to make payment to
the Agent (in the case of a Lender) of the proceeds of a Loan to be made by it
hereunder or (in the case of the Borrower) a payment to the Agent for account of
one or more of the Lenders hereunder (such payment being herein called the
"REQUIRED PAYMENT"), which notice shall be effective upon receipt, that it does
not intend to make the Required Payment to the Agent, the Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date and, if such Lender or the Borrower (as the
case may be) has not in fact made the Required Payment to the Agent, the
recipient(s) of such payment shall, on demand, repay to the Agent the amount so
made available together with interest thereon in respect of each day during the
period

                                       24

<PAGE>

commencing on the date such amount was so made available by the Agent
until, but excluding, the date the Agent recovers such amount at a rate per
annum which, for any Lender as recipient, will be equal to the Federal Funds
Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the
Applicable Margin.

      SECTION 4.05. SET-OFF, SHARING OF PAYMENTS, ETC.

      (a) The Borrower agrees that, in addition to (and without limitation of)
any right of set-off, bankers' lien or counterclaim a Lender may otherwise have,
each Lender shall have the right and be entitled (after consultation with the
Agent), at its option, to offset balances held by it or by any of its Affiliates
for account of the Borrower, any Guarantor or any Restricted Subsidiary at any
of its offices, in Dollars or in any other currency, against any principal of or
interest on any of such Lender's Loans, or any other amount payable to such
Lender hereunder, which is not paid when due (regardless of whether such
balances are then due to the Borrower), in which case it shall promptly notify
the Borrower and the Agent thereof, provided that such Lender's failure to give
such notice shall not affect the validity thereof.

      (b) If any Lender shall obtain payment of any principal of or interest on
any Loan made by it to the Borrower under this Agreement through the exercise of
any right of set-off, banker's lien or counterclaim or similar right or
otherwise, and, as a result of such payment, such Lender shall have received a
greater percentage of the principal or interest (or reimbursement) then due
hereunder by the Borrower to such Lender than the percentage received by any
other Lenders, it shall promptly (i) notify the Agent and each other Lender
thereof and (ii) purchase from such other Lenders participations in (or, if and
to the extent specified by such Lender, direct interests in) the Loans made by
such other Lenders (or in interest due thereon, as the case may be) in such
amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such
excess payment (net of any expenses which may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal and/or interest on the Loans held by each of the Lenders. To
such end all the Lenders shall make appropriate adjustments among themselves (by
the resale of participations sold or otherwise) if such payment is rescinded or
must otherwise be restored. The Borrower agrees that any Lender so purchasing a
participation (or direct interest) in the Loans made by other Lenders (or in
interest due thereon, as the case may be) may exercise all rights of set-off,
banker's lien, counterclaim or similar rights with respect to such participation
as fully as if such Lender were a direct holder of Loans in the amount of such
participation. Nothing contained herein shall require any Lender to exercise any
such right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of the Borrower. If under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a set-off to
which this Section 4.05 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders entitled under this Section 4.05 to share the benefits
of any recovery on such secured claim.

      SECTION 4.06. TAXES.

      (a) PAYMENTS FREE AND CLEAR. Any and all payments by the Borrower
hereunder shall be made, in accordance with Section 4.01, free and clear of and
without deduction for any and all

                                       25

<PAGE>

present or future taxes, levies, imposts, deductions, charges or withholdings,
and all liabilities with respect thereto, excluding, in the case of each Lender
and the Agent, taxes imposed on its income, and franchise or similar taxes
imposed on it, by (i) any jurisdiction (or political subdivision thereof) of
which the Agent or such Lender, as the case may be, is a citizen or resident or
in which such Lender has an Applicable Lending Office, (ii) the jurisdiction (or
any political subdivision thereof) in which the Agent or such Lender is
organized, or (iii) any jurisdiction (or political subdivision thereof) in which
such Lender or the Agent is presently doing business which taxes are imposed
solely as a result of doing business in such jurisdiction (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "TAXES"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to the Lenders
or the Agent (i) the sum payable shall be increased by the amount necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section 4.06) such Lender or the Agent (as
the case may be) shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant taxing
authority or other Governmental Authority in accordance with applicable law.

      (b) OTHER TAXES. In addition, to the fullest extent permitted by
applicable law, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, any
Assignment Agreement or any other Loan Document (hereinafter referred to as
"OTHER TAXES").

      (c) INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE BORROWER WILL INDEMNIFY EACH LENDER AND THE AGENT FOR THE FULL AMOUNT OF
TAXES (AS DEFINED ABOVE) AND OTHER TAXES (INCLUDING, BUT NOT LIMITED TO, ANY
TAXES OR OTHER TAXES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ON AMOUNTS PAYABLE
UNDER THIS SECTION 4.06) PAID BY SUCH LENDER OR THE AGENT (ON THEIR BEHALF OR ON
BEHALF OF ANY LENDER), AS THE CASE MAY BE, AND ANY LIABILITY (INCLUDING
PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO,
WHETHER OR NOT SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED
UNLESS THE PAYMENT OF SUCH TAXES WAS NOT CORRECTLY OR LEGALLY ASSERTED AND SUCH
LENDER'S PAYMENT OF SUCH TAXES OR OTHER TAXES WAS THE RESULT OF ITS GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. ANY PAYMENT PURSUANT TO SUCH INDEMNIFICATION
SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER THE DATE ANY LENDER OR THE AGENT, AS
THE CASE MAY BE, MAKES WRITTEN DEMAND THEREFOR. IF ANY LENDER OR THE AGENT
RECEIVES A REFUND OR CREDIT IN RESPECT OF ANY TAXES OR OTHER TAXES FOR WHICH
SUCH LENDER OR THE AGENT HAS RECEIVED PAYMENT FROM THE BORROWER IT SHALL
PROMPTLY NOTIFY THE BORROWER OF SUCH REFUND OR CREDIT AND SHALL, IF NO EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, WITHIN THIRTY (30) DAYS AFTER RECEIPT OF
A REQUEST BY THE BORROWER (OR PROMPTLY UPON RECEIPT, IF THE BORROWER HAS
REQUESTED APPLICATION FOR SUCH REFUND OR CREDIT PURSUANT HERETO), PAY AN AMOUNT
EQUAL TO SUCH REFUND OR

                                       26

<PAGE>

CREDIT TO THE BORROWER WITHOUT INTEREST (BUT WITH ANY INTEREST SO REFUNDED OR
CREDITED), PROVIDED THAT THE BORROWER, UPON THE REQUEST OF SUCH LENDER OR THE
AGENT, AGREES TO RETURN SUCH REFUND OR CREDIT (PLUS PENALTIES, INTEREST OR OTHER
CHARGES) TO SUCH LENDER OR THE AGENT IN THE EVENT SUCH LENDER OR THE AGENT IS
REQUIRED TO REPAY SUCH REFUND OR CREDIT.

      (d) FOREIGN LENDERS, PARTICIPANTS AND ASSIGNEES.

      Each Lender, participant (by accepting a participation interest under this
Agreement) and assignee (by executing an Assignment Agreement) that is not
organized under the laws of the United States of America or one of its states
(1) represents to the Agent and the Borrower that (A) no taxes are required to
be withheld by the Agent or the Borrower with respect to any payments to be made
to it hereunder and (B) it has furnished to the Agent and the Borrower two duly
completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI
or any other form acceptable to the Agent and the Borrower that entitles it to a
complete exemption from U.S. federal withholding tax on all interest or fee
payments under the Loan Documents, and (2) covenants to (A) provide the Agent
and the Borrower a new Form W-8BEN or W-8ECI or other form acceptable to the
Agent and the Borrower upon the expiration or obsolescence according to
Governmental Requirement of any previously delivered form, duly executed and
completed by it, entitling it to a complete exemption from U.S. federal
withholding tax on all interest and fee payments under the Loan Documents, and
(B) comply from time to time with all Governmental Requirements with regard to
the withholding tax exemption. If any of the foregoing is not true at any time
or the applicable forms are not provided, then the Borrower and the Agent
(without duplication), notwithstanding any other provision of this Section 4.06,
may deduct and withhold from interest and fee payments under the Loan Documents
any tax at the maximum rate under the Code or other applicable Governmental
Requirement, and amounts so deducted and withheld shall be treated as paid to
that Lender, participant or assignee, as the case may be, for all purposes under
the Loan Documents.

                                   ARTICLE V
                                YIELD PROTECTION

      SECTION 5.01. ADDITIONAL COSTS.

      (a) LIBOR REGULATIONS, ETC. The Borrower shall pay directly to each Lender
from time to time such amounts as such Lender may reasonably determine to be
necessary to compensate such Lender for any costs that it determines are
attributable to its making or maintaining of any LIBOR Loans or its obligation
to make any LIBOR Loans, or any reduction in any amount receivable by such
Lender hereunder in respect of any of such LIBOR Loans or such obligation (such
increases in costs and reductions in amounts receivable being herein called
"ADDITIONAL COSTS"), resulting from any Regulatory Change that: (i) changes the
basis of taxation of any amounts payable to such Lender under this Agreement in
respect of any of such LIBOR Loans (other than taxes imposed on the overall net
income of such Lender or of its Applicable Lending Office for any of such LIBOR
Loans by the jurisdiction in which such Lender has its principal office or
Applicable Lending Office); or (ii) imposes or modifies any reserve, special
deposit, minimum capital, capital ratio or similar requirements relating to any
extensions of credit or

                                       27

<PAGE>

other assets of, or any deposits with or other liabilities of such Lender, or
the Commitment or Loans of such Lender or the London interbank market; or (iii)
imposes any other condition affecting this Agreement (or any of such extensions
of credit or liabilities) or such Lender's Commitment or Loans. Each Lender will
notify the Agent and the Borrower of any event occurring after the date hereof
that will entitle such Lender to compensation pursuant to this Section 5.01(a)
as promptly as practicable after it obtains knowledge thereof and determines to
request such compensation, and will designate a different Applicable Lending
Office for the Loans of such Lender affected by such event if such designation
will avoid the need for, or reduce the amount of, such compensation and will
not, in the sole opinion of such Lender, be disadvantageous to such Lender,
provided that such Lender shall have no obligation to so designate an Applicable
Lending Office located in the United States. If any Lender requests compensation
from the Borrower under this Section 5.01(a), the Borrower may, by notice to
such Lender, suspend the obligation of such Lender to make additional Loans of
the Type with respect to which such compensation is requested until the
Regulatory Change giving rise to such request ceases to be in effect (in which
case the provisions of Section 5.04 shall be applicable).

      (b) CAPITAL ADEQUACY. Without limiting the effect of the foregoing
provisions of this Section 5.01 (but without duplication), the Borrower shall
pay directly to any Lender from time to time on request such amounts as such
Lender may reasonably determine to be necessary to compensate such Lender or its
parent or holding company for any costs which it determines are attributable to
the maintenance by such Lender or its parent or holding company (or any
Applicable Lending Office), pursuant to any Governmental Requirement following
any Regulatory Change, of capital in respect of its Commitment, or its Loans,
such compensation to include, without limitation, an amount equal to any
reduction of the rate of return on assets or equity of such Lender or its parent
or holding company (or any Applicable Lending Office) to a level below that
which such Lender or its parent or holding company (or any Applicable Lending
Office) could have achieved but for such Governmental Requirement. Such Lender
will notify the Borrower that it is entitled to compensation pursuant to this
Section 5.01(b) as promptly as practicable after it determines to request such
compensation.

      (c) COMPENSATION PROCEDURE. Any Lender notifying the Borrower of the
incurrence of additional costs under this Section 5.01 shall in such notice to
the Borrower and the Agent set forth in reasonable detail the basis and amount
of its request for compensation. Determinations and allocations by each Lender
for purposes of this Section 5.01 of the effect of any Regulatory Change
pursuant to Section 5.01(a), or of the effect of capital maintained pursuant to
Section 5.01(b), on its costs or rate of return of maintaining Loans or its
obligation to make Loans, or on amounts receivable by it in respect of Loans,
and of the amounts required to compensate such Lender under this Section 5.01,
shall be conclusive and binding for all purposes, provided that such
determinations and allocations are made on a reasonable basis. Any request for
additional compensation under this Section 5.01 shall be paid by the Borrower
within 30 days of the receipt by the Borrower of the notice described in this
Section 5.01(c).

      (d) The Lenders shall determine the applicability of, and the amount due
under, this Section 5.01 consistent with the manner in which they apply similar
provisions and calculate similar amounts payable to them by other borrowers
having in their credit agreements provisions comparable to this Section.

                                       28

<PAGE>

      SECTION 5.02. BASIS UNAVAILABLE OR INADEQUATE FOR LIBOR RATE.

      If, on or before any date when a LIBOR Rate is to be determined, the Agent
reasonably determines that the basis for determining the applicable rate is not
available or any Lender reasonably determines that the resulting rate does not
accurately reflect the cost to that Lender of making or converting Loans at that
rate for the applicable Interest Period, then the Agent shall promptly notify
the Borrower and the Lenders of that determination (which is conclusive and
binding on the Borrower absent manifest error) and the applicable Loans shall
bear interest at the sum of the Base Rate plus the Applicable Margin. Until the
Agent notifies the Borrower that those circumstances no longer exist, the
Lenders' commitments under this Agreement to make, or to convert to, LIBOR Rate
Loans, as the case may be, are suspended.

      SECTION 5.03. ILLEGALITY.

      Notwithstanding any other provision of this Agreement, in the event that
it becomes unlawful for any Lender or its Applicable Lending Office to honor its
obligation to make or maintain LIBOR Loans hereunder, then such Lender shall
promptly notify the Borrower thereof and such Lender's obligation to make LIBOR
Loans shall be suspended until such time as such Lender may again make and
maintain LIBOR Loans (in which case the provisions of Section 5.04 shall be
applicable).

      SECTION 5.04. BASE RATE LOANS

      If the obligation of any Lender to make LIBOR Loans shall be suspended
pursuant to Sections 5.01, 5.02 or 5.03 ("AFFECTED LOANS"), all Affected Loans
that would otherwise be made by such Lender shall be made instead as Base Rate
Loans (and, if an event referred to in Section 5.01(b) or Section 5.03 has
occurred and such Lender so requests by notice to the Borrower, all Affected
Loans of such Lender then outstanding shall be automatically converted into Base
Rate Loans on the date specified by such Lender in such notice) and, to the
extent that Affected Loans are so made as (or converted into) Base Rate Loans,
all payments of principal that would otherwise be applied to such Lender's
Affected Loans shall be applied instead to its Base Rate Loans.

      SECTION 5.05. COMPENSATION.

      The Borrower shall pay to each Lender within 30 days of receipt of written
request of such Lender (which request shall set forth, in reasonable detail, the
basis for requesting such amounts and which shall be conclusive and binding for
all purposes provided that such determinations are made on a reasonable basis),
such amounts as shall compensate it for any loss, cost, expense or liability
which such Lender reasonably determines are attributable to:

            (i) any payment, prepayment or conversion of a LIBOR Loan properly
      made by such Lender or the Borrower for any reason (including, without
      limitation, the acceleration of the Loans pursuant to Section 10.01) on a
      date other than the last day of the Interest Period for such Loan; or

            (ii) any failure by the Borrower for any reason (including but not
      limited to, the failure of any of the conditions precedent specified in
      Article VI to be satisfied) to

                                       29

<PAGE>

      borrow, continue or convert a LIBOR Loan from such Lender on the date for
      such borrowing, continuation or conversion specified in the relevant
      notice given pursuant to Section 2.02(c).

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (A) the amount of interest
which would have accrued on the principal amount so paid, prepaid or converted
or not borrowed for the period from the date of such payment, prepayment or
conversion or failure to borrow to the last day of the Interest Period for such
Loan (or, in the case of a failure to borrow, the Interest Period for such Loan
which would have commenced on the date specified for such borrowing) at the
applicable rate of interest for such Loan provided for herein over (B) the
interest component of the amount such Lender would have bid in the London
interbank market for Dollar deposits of leading banks in amounts comparable to
such principal amount and with maturities comparable to such period (as
reasonably determined by such Lender).

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

      SECTION 6.01. CLOSING.

      The obligations of the Lenders under this Agreement, including without
limitation the obligation of the Lenders to make the Loans hereunder, are
subject to the following conditions precedent being satisfied:

      (i) the receipt by the Agent of all fees and other amounts due and payable
to the Agent, any Lenders or SunTrust Capital Markets, Inc., as Lead Arranger,
on or prior to the Closing Date;

      (ii) the receipt by the Agent of the following documents, each of which
shall be satisfactory to the Agent in form and substance:

            (a) A certificate of the Secretary or an Assistant Secretary of the
      General Partner and each Guarantor setting forth (i) resolutions of its
      board of directors with respect to the authorization of the Borrower and
      each Guarantor to execute and deliver the Loan Documents to which such
      Person is a party and to enter into the transactions contemplated in those
      documents, (ii) the officers of the General Partner and each Guarantor (y)
      who are authorized to sign the Loan Documents to which such Person is a
      party and (z) who will, until replaced by another officer or officers duly
      authorized for that purpose, act as its representatives for the purposes
      of signing documents and giving notices and other communications in
      connection with this Agreement and the transactions contemplated hereby,
      (iii) specimen signatures of the authorized officers of the Borrower and
      each Guarantor, (iv) the articles or certificate of incorporation and
      bylaws or the partnership agreement, as applicable, of the General Partner
      and each Guarantor and the Borrower Partnership Agreement, each certified
      as being true and complete. The Agent and the Lenders may conclusively
      rely on such certificates until the Agent receives notice in writing from
      the Borrower or such Guarantor, as the case may be, to the contrary, and
      (v) copies of all governmental approvals required in connection with the
      execution,

                                       30

<PAGE>

      delivery and performance of the Loan Documents and the Acquisition
      Documents by each party thereto, other than the Agent and the Lenders.

            (b) Certificates of the appropriate state agencies with respect to
      the existence, qualification and good standing, as appropriate, of the
      Borrower, each Guarantor and the General Partner.

            (c) A Compliance Certificate for the fiscal quarter ending June 30,
      2004 duly and properly executed by a Responsible Officer and dated as of
      the Closing Date.

            (d) A promissory note payable to the order of each Lender that
      requests one pursuant to Section 2.05.

            (e) The Loan Documents, duly completed and executed by all parties
      thereto in sufficient number of counterparts as reasonably requested by
      the Agent.

            (f) Opinions of Morgan, Lewis & Bockius LLP, counsel to the Borrower
      and the Guarantors and certain local counsel to the Borrower and the
      Guarantors, each in form and substance satisfactory to the Agent, as to
      such matters incident to the transactions herein contemplated as the Agent
      may reasonably request.

            (g) A certificate of insurance coverage of the Borrower evidencing
      that the Borrower is carrying insurance in accordance with Section 7.19.

            (h) Copies of the Acquisition Documents, each of which shall be
      certified as true, correct and complete by an authorized officer of
      Borrower, together with evidence that (i) the aggregate purchase price for
      the Acquisition does not exceed $530,000,000, (ii) all conditions
      precedent to the Acquisition have been satisfied or waived by the party
      whose obligation is contingent upon satisfaction of such condition
      precedent with the consent of the Agent (other than the payment of the
      cash purchase price payable on the Closing Date pursuant to the
      Acquisition Agreement) which consent shall not be unreasonably withheld,
      and (iii) upon the funding of the Loans, the Acquisition shall promptly be
      consummated in accordance with the terms of the Acquisition Documents;

            (i) funds disbursement instructions duly executed by the Borrower;
      and

            (j) Such other documents as the Agent or any Lender or special
      counsel to the Agent may reasonably request.

      SECTION 6.02. CONDITIONS PRECEDENT FOR THE BENEFIT OF LENDERS.

      All conditions precedent to the obligations of the Lenders to make any
Loan are imposed hereby solely for the benefit of the Lenders, and no other
Person may require satisfaction of any such condition precedent or be entitled
to assume that the Lenders will refuse to make any Loan in the absence of strict
compliance with such conditions precedent.

                                       31

<PAGE>

      SECTION 6.03. NO WAIVER.

      No waiver of any condition precedent shall preclude the Agent or the
Lenders from requiring such condition to be met prior to making any Loan or
preclude the Lenders from thereafter declaring that the failure of the Borrower
to satisfy such condition precedent constitutes a Default.

                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants to the Agent and the Lenders that:

      SECTION 7.01. EXISTENCE.

      Each of the Borrower, the General Partner, each Guarantor, and each
Restricted Subsidiary: (i) is duly organized, legally existing and in good
standing under the laws of the jurisdiction of its formation; (ii) has all
requisite power, and has all material governmental licenses, authorizations,
consents and approvals necessary to own its assets and carry on its business as
now being or as proposed to be conducted and, with respect to Restricted
Subsidiaries, where a failure to have such items would have a Material Adverse
Effect; and (iii) is qualified to do business in all jurisdictions in which the
nature of the business conducted by it makes such qualification necessary and
where failure so to qualify would have a Material Adverse Effect.

      SECTION 7.02. FINANCIAL CONDITION.

      The audited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as at December 31, 2003 and the related consolidated
statement of income, equity and cash flow of the Borrower and its Consolidated
Subsidiaries for the fiscal year ended on said date, with the opinion thereon of
Deloitte & Touche LLP heretofore furnished to each of the Lenders and the
unaudited consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as at June 30, 2004 and the related consolidated statements of
income, equity and cash flow of the Borrower and its Consolidated Subsidiaries
for the six month period ended on such date heretofore furnished to the Agent,
are complete and correct and fairly present in all material respects the
consolidated financial condition of the Borrower and its Consolidated
Subsidiaries as at said dates and the results of its operations for the fiscal
year and the six month period ending on said dates, all in accordance with GAAP,
as applied on a consistent basis (subject, in the case of the interim financial
statements, to normal year-end adjustments and, the lack of footnotes). Neither
the Borrower nor any Subsidiary of the Borrower has on the date hereof any
material Debt, contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in the Financial
Statements or in Schedule 7.02. Since December 31, 2003, there has been no
change or event having a Material Adverse Effect that is continuing. Since the
date of the Financial Statements, neither the business nor the Properties (taken
as a whole) of the Borrower, any Guarantor or any Restricted Subsidiary have
been materially and adversely affected as a result of any fire, explosion,
earthquake, flood, drought, windstorm, accident, strike or other labor
disturbance, embargo, requisition or taking of Property

                                       32

<PAGE>

or cancellation of contracts, permits or concessions by any Governmental
Authority, riot, activities of armed forces or acts of God or of any public
enemy which is continuing.

      SECTION 7.03. LITIGATION.

      Except as disclosed to the Lenders in Schedule 7.03 hereto or as disclosed
in the Borrower's Form 10-K for the year ended December 31, 2003 filed with the
SEC (a true and complete copy of which has been delivered to the Agent), as of
the date hereof there is no litigation, legal, administrative or arbitral
proceeding, investigation or other action of any nature pending or, to the
knowledge of the Borrower threatened against or affecting the Borrower, the
General Partner or any Restricted Subsidiary that involves the possibility of
any judgment or liability against the Borrower, any Guarantor, the General
Partner or any Restricted Subsidiary not fully covered by insurance (except for
normal deductibles), and which, if determined adversely, would have a Material
Adverse Effect.

      SECTION 7.04. NO BREACH.

      Neither the execution and delivery of the Loan Documents and the
Acquisition Documents, nor compliance with the terms and provisions hereof will
conflict with or result in a breach of, or require any consent which has not
been obtained as of the date hereof under, the respective partnership agreements
or other organizational documents of the Borrower, the General Partner or any
Restricted Subsidiary, or any Governmental Requirement or any agreement or
instrument to which the Borrower, any Guarantor, the General Partner or any
Restricted Subsidiary is a party or by which it is bound or to which it or its
Properties are subject, or constitute a default under any such agreement or
instrument, or result in the creation or imposition of any Lien upon any of the
revenues or assets of the Borrower, any Guarantor, the General Partner or any
Restricted Subsidiary pursuant to the terms of any such agreement or instrument,
other than the Liens created by the Loan Documents.

      SECTION 7.05. AUTHORITY.

      Each of the Borrower, each Guarantor, the General Partner and each
Restricted Subsidiary has all necessary power and authority to execute, deliver
and perform its obligations under the Loan Documents and the Acquisition
Documents to which it is a party; and the execution, delivery and performance by
each of the Borrower, each Guarantor, the General Partner and each Restricted
Subsidiary of the Loan Documents and the Acquisition Documents to which it is a
party, have been duly authorized by all necessary action on its part; and each
Loan Document and Acquisition Document to which the Borrower, any Guarantor, the
General Partner or any Restricted Subsidiary is a party, constitutes the legal,
valid and binding obligation of the Borrower, such Guarantor, the General
Partner or such Restricted Subsidiary, as the case may be, and is enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws of
general application relating to or affecting creditors' rights and general
principles of equity.

      SECTION 7.06. APPROVALS.

      No authorizations, approvals or consents of, and no filings or
registrations with, any Governmental Authority are necessary for the execution,
delivery or performance by the

                                       33

<PAGE>
Borrower, the Guarantors, the General Partner or the Restricted Subsidiaries of
the Loan Documents and the Acquisition Documents or for the validity or
enforceability thereof, except for the order of the Pennsylvania Public Utility
Commission, in Docket No. S-00041021, registering an Abbreviated Securities
Certificate authorizing Buckeye Pipe Line Company, L.P. to execute and deliver
the Guaranty, each of which has been duly filed or obtained, and is final and in
full force and effect.

      SECTION 7.07. USE OF LOANS.

      The proceeds of the Loans shall be used solely to pay the purchase price
of the Acquisition and the transaction costs related thereto. The Borrower is
not engaged principally, or as one of its important activities, in the business
of extending credit for the purpose, whether immediate, incidental or ultimate,
of buying or carrying margin stock (within the meaning of Regulation T, U or X
of the Board of Governors of the Federal Reserve System) and no part of the
proceeds of any Loan hereunder will be used to buy or carry any margin stock.

      SECTION 7.08. ERISA.

      (a) The Borrower, each Subsidiary of the Borrower and each ERISA Affiliate
have complied in all material respects with ERISA and, where applicable, the
Code regarding each Plan.

      (b) Each Plan is, and has been, maintained in substantial compliance with
ERISA and, where applicable, the Code.

      (c) To the knowledge of the Borrower, no act, omission or transaction has
occurred that could result in imposition on the Borrower, any Subsidiary of the
Borrower or any ERISA Affiliate (whether directly or indirectly) of (i) either a
civil penalty assessed pursuant to Section 502(c), (i) or (l) of ERISA or a tax
imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of
fiduciary duty liability damages under section 409 of ERISA.

      (d) No Plan (other than a defined contribution plan) or any trust created
under any such Plan has been terminated since December 31, 1985, other than the
Pension Plan for Buckeye Pipe Line Company, which was terminated on December 31,
1985. Upon the termination of the Pension Plan for Buckeye Pipe Line Company,
distributions were made or annuities purchased for each participant under such
plan and Borrower received a favorable determination letter from the Internal
Revenue Service with respect to the termination. No material liability to the
PBGC (other than for the payment of current premiums which are not past due) by
the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has been or
is expected by the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate to be incurred with respect to any Plan. No ERISA Event with respect
to any Plan has occurred or is reasonably expected to be incurred.

      (e) Full payment when due has been made of all amounts which the Borrower,
any Subsidiary of the Borrower or any ERISA Affiliate is required under the
terms of each Plan or applicable law to have paid as contributions to such Plan,
and no accumulated funding deficiency (as defined in section 302 of ERISA and
section 412 of the Code), whether or not waived, exists with respect to any
Plan.

                                       34

<PAGE>

      (f) The actuarial present value of the benefit liabilities under all Plans
that are subject to Title IV of ERISA do not, as of the end of the Borrower's
most recently ended fiscal year, exceed the current value of the assets
(computed on a plan termination basis in accordance with Title IV of ERISA) of
such Plans allocable to such benefit liabilities by more than $2,000,000 in the
aggregate. The term "actuarial present value of the benefit liabilities" shall
have the meaning specified in section 4041 of ERISA.

      (g) None of the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate sponsors, maintains, or contributes to an employee welfare benefit
plan, as defined in section 3(l) of ERISA, including, without limitation, any
such plan maintained to provide benefits to former employees of such entities,
that may not be terminated by the Borrower, such Subsidiary or such ERISA
Affiliate in its sole discretion at any time without any material liability.

      (h) None of the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate sponsors, maintains or contributes to, or has at any time in the
preceding six calendar years, sponsored, maintained or contributed to, any
Multiemployer Plan.

      (i) Neither the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate is required to provide security under section 401(a)(29) of the Code
due to a Plan amendment that results in an increase in current liability for the
Plan.

      SECTION 7.09. TAXES.

      Each of the Borrower, the Guarantors, the General Partner and the
Restricted Subsidiaries has filed all United States Federal income tax returns
and all other tax returns which are required to be filed by them and have paid
all material taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower, any Guarantor, the General Partner or any Restricted
Subsidiary. The charges, accruals and reserves on the books of the Borrower, the
Guarantors, the General Partner and the Restricted Subsidiaries in respect of
taxes and other governmental charges are, in the opinion of the Borrower,
adequate. No tax lien has been filed and, to the knowledge of the Borrower, no
claim is being asserted with respect to any such tax, fee or other charge.

      SECTION 7.10. TITLES, ETC.

      (a) Except as set out in Schedule 7.10, each of the Borrower, the
Guarantors and the Restricted Subsidiaries has good and defensible title to its
material (individually or in the aggregate) Properties, free and clear of all
Liens, except Liens permitted by Section 9.02.

      (b) All leases and agreements necessary for the conduct of the business of
the Borrower, the Guarantors and the Restricted Subsidiaries are valid and
subsisting, in full force and effect, except as could not reasonably be expected
to have a Material Adverse Effect, and there exists no default or event or
circumstance which with the giving of notice or the passage of time or both
would give rise to a default under any such lease or leases, which would affect
in any material respect the conduct of the business of the Borrower, the
Guarantors or the Restricted Subsidiaries.

                                       35

<PAGE>

      (c) The rights, Properties and other assets presently owned, leased or
licensed by the Borrower, the Guarantors and the Restricted Subsidiaries
including, without limitation, all easements and rights of way, include all
rights, Properties and other assets necessary to permit the Borrower, each
Guarantor and each Restricted Subsidiary to conduct its business in all material
respects in the same manner as its business has been conducted prior to the date
hereof.

      (d) All of the assets and Properties of the Borrower, the Guarantors and
the Restricted Subsidiaries that are reasonably necessary for the operation of
their business are in all material respects in good working condition and are
maintained in accordance with prudent business standards.

      SECTION 7.11. NO MATERIAL MISSTATEMENTS.

      No written information, statement, exhibit, certificate, document or
report furnished to the Agent and the Lenders (or any of them) by the Borrower,
any Guarantor or any Restricted Subsidiary in connection with the negotiation of
this Agreement contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statement contained therein not
materially misleading in the light of the circumstances in which made. There is
no fact peculiar to the Borrower or any Restricted Subsidiary that has a
Material Adverse Effect or in the future is reasonably likely to have (so far as
the Borrower can now foresee) a Material Adverse Effect and that has not been
set forth in this Agreement or the other documents, certificates and statements
furnished to the Agent by or on behalf of the Borrower or any Restricted
Subsidiary prior to, as of, the date hereof in connection with the transactions
contemplated hereby.

      SECTION 7.12. INVESTMENT COMPANY ACT.

      None of the Borrower, any Guarantor or any Restricted Subsidiary is an
"investment company" or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended.

      SECTION 7.13. PUBLIC UTILITY HOLDING COMPANY ACT.

      None of the Borrower, any Guarantor or any Restricted Subsidiary is a
"holding company," or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company," or a "public utility" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

      SECTION 7.14. SUBSIDIARIES.

      Except as set forth on Schedule 7.14 or otherwise as disclosed to the
Agent in writing, the Borrower does not have any Subsidiaries.

      SECTION 7.15. LOCATION OF BUSINESS AND OFFICES.

      The Borrower's principal place of business and chief executive office is
located at the address stated on the signature page of this Agreement or as
otherwise disclosed in writing to the Agent. The principal place of business and
chief executive office of each Restricted Subsidiary

                                       36

<PAGE>

are located at the addresses stated on Schedule 7.14 or as otherwise disclosed
in writing to the Agent.

      SECTION 7.16. DEFAULTS.

      None of the Borrower, any Guarantor or any Restricted Subsidiary is in
default nor has any event or circumstance occurred which, but for the expiration
of any applicable grace period or the giving of notice, or both, would
constitute a default under any material agreement or instrument to which it is a
party or by which it is bound which default would have a Material Adverse
Effect. No Default hereunder has occurred and is continuing.

      SECTION 7.17. ENVIRONMENTAL MATTERS.

      Except (i) as provided in Schedule 7.17, (ii) as disclosed in the Form
10-K for the year ended December 31, 2003 filed by the Borrower with the SEC, or
(iii) as would not have a Material Adverse Effect (or with respect to (c), (d)
and (e) below, where the failure to take such actions would not have a Material
Adverse Effect):

      (a) Neither any Property of the Borrower, any Guarantor or any Restricted
Subsidiary nor the operations conducted thereon violate any order or requirement
of any court or Governmental Authority or any Environmental Laws;

      (b) Without limitation of clause (a) above, no Property of the Borrower,
any Guarantor or any Restricted Subsidiary nor the operations currently
conducted thereon or, to the best knowledge of the Borrower, by any prior owner
or operator of such Property or operation, are in violation of or subject to any
existing, pending or threatened action, suit, investigation, inquiry or
proceeding by or before any court or Governmental Authority or to any remedial
obligations under Environmental Laws;

      (c) All notices, permits, licenses or similar authorizations, if any,
required to be obtained or filed in connection with the operation or use of any
and all Property of the Borrower, each Guarantor and each Restricted Subsidiary,
including without limitation past or present treatment, storage, disposal or
release of a hazardous substance, hazardous waste or solid waste into the
environment, have been duly obtained or filed, and each of the Borrower, the
Guarantors and the Restricted Subsidiaries are in compliance with the terms and
conditions of all such notices, permits, licenses and similar authorizations;

      (d) All hazardous substances, hazardous waste, solid waste, and oil and
gas exploration and production wastes, if any, generated at any and all Property
of the Borrower, any Guarantor or any Restricted Subsidiary have in the past
been transported, treated and disposed of in accordance with Environmental Laws
and so as not to pose an endangerment to public health or welfare or the
environment, and, to the best knowledge of the Borrower, all such transport
carriers and treatment and disposal facilities have been and are operating in
compliance with Environmental Laws and so as not to pose an imminent and
substantial endangerment to public health or welfare or the environment, and are
not the subject of any existing, pending or threatened action, investigation or
inquiry by any Governmental Authority in connection with any Environmental Laws;

                                       37

<PAGE>

      (e) The Borrower, the Guarantors and the Restricted Subsidiaries have
taken all steps reasonably necessary to determine and have determined that no
hazardous substances, hazardous waste, solid waste, or oil and gas exploration
and production wastes, have been disposed of or otherwise released and there has
been no threatened release of any hazardous substances on or to any Property of
the Borrower, any Guarantor, or any Restricted Subsidiary;

      (f) To the extent applicable, all Property of the Borrower, each Guarantor
and each Restricted Subsidiary currently satisfies all design, operation, and
equipment requirements imposed by the Environmental Laws or scheduled as of the
date hereof to be imposed by the Environmental Laws during the term of this
Agreement, and the Borrower does not have any reason to believe that such
Property, to the extent subject to the Environmental Laws, will not be able to
maintain compliance with the Environmental Laws requirements during the term of
this Agreement; and

      (g) None of the Borrower, any Guarantor or any Restricted Subsidiary has
any known contingent liability in connection with any release or threatened
release of any oil, hazardous substance, hazardous waste or solid waste into the
environment.

      SECTION 7.18. COMPLIANCE WITH THE LAW.

      None of the Borrower, any Guarantor or any Restricted Subsidiary has
violated any Governmental Requirement or failed to obtain any license, permit,
franchise or other governmental authorization necessary for the ownership of any
of its Properties or the conduct of its business, which violation or failure
would have (in the event such violation or failure were asserted by any Person
through appropriate action) a Material Adverse Effect.

      SECTION 7.19. INSURANCE.

      The Borrower and each of the Restricted Subsidiaries maintains, with
financially sound and reputable insurers, insurance with respect to their
respective Properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly situated.
All such policies are in full force and effect, all premiums with respect
thereto covering all periods up to and including the date of the closing have
been paid, and no notice of cancellation or termination has been received with
respect to any such policy. Such policies are sufficient for compliance with all
requirements of law and of all agreements to which the Borrower, any Guarantor,
or any Restricted Subsidiary is a party; are valid, outstanding and enforceable
policies; provide adequate insurance coverage in at least such amounts and
against at least such risks (but including in any event public liability) as are
usually insured against in the same general area by companies engaged in the
same or a similar business for the assets and operations of the Borrower, each
Guarantor and each Restricted Subsidiary.

      SECTION 7.20. MATERIAL AGREEMENTS.

      The Borrower has heretofore delivered to the Agent a complete and correct
copy of the Indenture and the Note Agreements relating to the Senior Notes, each
as amended and in effect on the date hereof.

                                       38

<PAGE>

      SECTION 7.21. PARTNERSHIP AGREEMENT.

      The Borrower Partnership Agreement has not been terminated, and is in full
force and effect as of the date hereof and no default has occurred and is
continuing thereunder which would have a Material Adverse Effect.

      SECTION 7.22. OWNERSHIP OF PARTIES.

      (a) The Borrower is a limited partnership formed under the laws of the
State of Delaware and owned 1% (general partnership interest) by the General
Partner and 99% (limited partnership interests) by public holders of limited
partnership units.

      (b) The form of organization and equity ownership of each Restricted
Subsidiary and each Unrestricted Subsidiary as of the date hereof is set forth
on Schedule 7.22.

      (c) BMC owns 100% of the equity interests of the General Partner as of the
date hereof.

      SECTION 7.23. LAUREL.

      Laurel has no Indebtedness outstanding, other than its guaranty of the
Indebtedness of the Borrower under the Revolving Credit Agreements, and has no
Liens on its assets or properties, other then Excepted Liens.

      SECTION 7.24. PATRIOT ACT.

      Each of the Borrower, the Guarantors, the General Partner and the
Restricted Subsidiaries is in compliance, in all material respects, with the (i)
the Trading with the Enemy Act, as amended, and each of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order
relating thereto, and (ii) the Uniting And Strengthening America By Providing
Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act
of 2001). No part of the proceeds of the Loans will be used, directly or
indirectly, for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone
else acting in an official capacity, in order to obtain, retain or direct
business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended.

                                  ARTICLE VIII
                              AFFIRMATIVE COVENANTS

      The Borrower covenants and agrees that, so long as any of the Commitments
are in effect and until payment in full of all Loans hereunder, all interest
thereon and all other amounts payable by the Borrower hereunder and the
Guarantors under the Guaranty:

                                       39

<PAGE>

      SECTION 8.01. REPORTING REQUIREMENTS.

      The Borrower shall deliver, or shall cause to be delivered, to the Agent
with sufficient copies of each for the Lenders:

      (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any event
within 120 days after the end of each fiscal year of the Borrower, the audited
consolidated and, within 120 days after the end of each fiscal year of the
Borrower, unaudited consolidating statements of income, equity, changes in
financial position and cash flow of the Borrower and its Consolidated
Subsidiaries for such fiscal year, and the related consolidated and
consolidating balance sheets of the Borrower and its Consolidated Subsidiaries
as at the end of such fiscal year, and setting forth in each case in comparative
form the corresponding figures for the preceding fiscal year, and, in the case
of the audited statements, accompanied by the related opinion of independent
public accountants of recognized national standing acceptable to the Agent which
opinion shall state that said financial statements fairly present in all
material respects the consolidated and consolidating financial condition and
results of operations of the Borrower and its Consolidated Subsidiaries as at
the end of, and for, such fiscal year and that such financial statements have
been prepared in accordance with GAAP, except for such changes in such
principles with which the independent public accountants shall have concurred
and such opinion shall not contain a "going concern" or like qualification or
exception, and a certificate of such accountants stating that, in making the
examination necessary for their opinion, they obtained no knowledge, except as
specifically stated, of any Default.

      (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in any event
within 60 days after the end of each of the first three fiscal quarterly periods
of each fiscal year of the Borrower, consolidated and consolidating statements
of income, equity, changes in financial position and cash flow of the Borrower
and its Consolidated Subsidiaries for such period and for the period from the
beginning of the respective fiscal year to the end of such period, and the
related consolidated and consolidating balance sheets as at the end of such
period, and setting forth in each case in comparative form the corresponding
figures for the corresponding period in the preceding fiscal year, accompanied
by the certificate of a Responsible Officer of BMC, which certificate shall
state that said financial statements fairly present in all material respects the
consolidated and consolidating financial condition and results of operations of
the Borrower and its Consolidated Subsidiaries in accordance with GAAP, as at
the end of, and for, such period (subject to normal year-end audit adjustments
and the lack of footnotes).

      (c) CHANGE IN REFERENCE RATING. Promptly and in any event within seven
Business Days after Moody's or S&P has changed any relevant Reference Rating,
notice of such change.

      (d) NOTICE OF DEFAULT, ETC. Promptly after a Responsible officer of the
Borrower knows that any Default or any Material Adverse Effect has occurred, a
notice of such Default or Material Adverse Effect, describing the same in
reasonable detail and the action the Borrower proposes to take with respect
thereto.

      (e) OTHER ACCOUNTING REPORTS. Promptly upon receipt thereof, a copy of
each other report or letter submitted to the Borrower or any Subsidiary of the
Borrower by independent accountants in connection with any annual, interim or
special audit made by them of the books of

                                       40

<PAGE>

the Borrower and its Subsidiaries, and a copy of any response by any Guarantor
or any Subsidiary of the Borrower, to such letter or report.

      (f) GOVERNMENTAL AUTHORITIES. Promptly upon receipt thereof, a copy of any
notice from any Governmental Authority (except where involving a routine or
ordinary course matter, which in any case is immaterial), and promptly upon a
Responsible Officer of the Borrower's knowledge thereof, notice of any material
dispute with any Governmental Authority involving the Borrower, any Guarantor or
any Restricted Subsidiary.

      (g) NOTICES UNDER OTHER LOAN AGREEMENTS. Promptly after the furnishing
thereof, copies of any statement, report or notice furnished by the Borrower to
any Person pursuant to the terms of any indenture, loan or credit or other
similar agreement, other than this Agreement and not otherwise required to be
furnished to the Lenders pursuant to any other provision of this Section 8.01.

      (h) OTHER MATTERS. From time to time such other information regarding the
business, affairs or financial condition of the Borrower, any Guarantor, any
Restricted Subsidiary or any Subsidiary of the Borrower (including, without
limitation, any Plan or Multiemployer Plan and any reports or other information
required to be filed under ERISA) as the Agent may reasonably request.

The Borrower will each furnish to the Agent, at the time each set of financial
statements is furnished to the Agent pursuant to paragraph (a) or (b) above, a
Compliance Certificate executed by a Responsible Officer of the General Partner
and BMC, respectively, (i) certifying as to the matters set forth therein and
stating that no Default has occurred and is continuing (or, if any Default has
occurred and is continuing, describing the same in reasonable detail), and (ii)
setting forth in reasonable detail the computations necessary to determine
whether the Borrower is in compliance with Sections 9.12 and 9.13 as of the end
of the respective fiscal quarter or fiscal year.

      SECTION 8.02. LITIGATION.

      The Borrower shall promptly give, and shall cause any Restricted
Subsidiary to give to the Agent notice of: (i) all legal or arbitral
proceedings, and of all proceedings before any Governmental Authority affecting
the Borrower, the Guarantor or any Restricted Subsidiary, except proceedings
which, if adversely determined, would not have a Material Adverse Effect, and
(ii) any litigation or proceeding against or adversely affecting the Borrower,
the Guarantor or any Restricted Subsidiary in which the amount involved exceeds
$5,000,000 and is not covered in full by insurance (subject to normal and
customary deductibles and for which the insurer has not assumed the defense), or
in which injunctive or similar relief is sought.

      The Borrower will promptly notify the Agent and each of the Lenders of any
claim, judgment, Lien or other encumbrance affecting any Property of the
Borrower, the Guarantor or any Restricted Subsidiary if the value of the claim,
judgment, Lien, or other encumbrance affecting such Property shall exceed
$5,000,000.

                                       41

<PAGE>

      SECTION 8.03. MAINTENANCE, ETC.

      (a) GENERALLY. The Borrower shall: preserve and maintain its partnership
or corporate existence and all of its material rights, privileges and franchises
and shall cause the Restricted Subsidiaries to do so; keep books of record and
account in which full, true and correct entries will be made of all dealings or
transactions in relation to its business and activities; comply with all
Governmental Requirements if failure to comply with such requirements will have
a Material Adverse Effect; pay and discharge all taxes, assessments and
governmental charges or levies imposed on it or on its income or profits or on
any of its Property prior to the date on which penalties attach thereto, except
for any such tax, assessment, charge or levy the payment of which is being
contested in good faith and by proper proceedings and against which adequate
reserves are being maintained; upon reasonable notice, permit representatives of
the Agent or any Lender, during normal business hours, to examine, copy and make
extracts from its books and records, to inspect its Properties, and to discuss
its business and affairs with its officers, all to-the extent reasonably
requested by such Lender or the Agent (as the case may be); and keep, or cause
to be kept, insured by financially sound and reputable insurers all Property of
a character usually insured by Persons engaged in the same or similar business
similarly situated against loss or damage of the kinds and in the amounts
customarily insured against by such Persons and carry such other insurance as is
usually carried by such Persons including, without limitation, environmental
risk insurance to the extent reasonably available.

      (b) PROOF OF INSURANCE. Contemporaneously with the delivery of the
financial statements required by Section 8.01(a) to be delivered for each year,
the Borrower will furnish or cause to be furnished, and will cause to be
furnished for the Restricted Subsidiaries, to the Agent certificates of
insurance coverage from an insurer in form and substance reasonably satisfactory
to the Agent and, if requested, will furnish the Agent copies of the applicable
policies.

      (c) OPERATION OF PROPERTIES. The Borrower will and will cause each
Restricted Subsidiary to, operate its Properties or cause such Properties to be
operated in a careful and efficient manner in accordance with the practices of
the industry and in compliance with all applicable contracts and agreements and
in compliance in all material respects with all Governmental Requirements.

      SECTION 8.04. ENVIRONMENTAL MATTERS.

      (a) ESTABLISHMENT OF PROCEDURES. The Borrower will and will cause each
Restricted Subsidiary to, establish and implement such procedures as may be
reasonably necessary to determine and assure that any failure of the following
does not have a Material Adverse Effect: (i) all Property of the Borrower, the
Guarantors and the Restricted Subsidiaries, and the operations conducted thereon
and other activities of the Borrower, the Guarantors and the Restricted
Subsidiaries, are in compliance with and do not violate the requirements of any
Environmental Laws, (ii) no oil, hazardous substances or solid wastes are
disposed of or otherwise released on or to any Property owned by the Borrower,
any Guarantor or any Restricted Subsidiary except in compliance with
Environmental Laws, (iii) no hazardous substance will be released on or to any
such Property in a quantity equal to or exceeding that quantity which requires
reporting pursuant to Section 103 of CERCLA, and (iv) no oil, oil and gas
exploration and production wastes or hazardous substance is released on or to
any such

                                       42

<PAGE>

Property so as to pose an imminent and substantial endangerment to public health
or welfare or the environment.

      (b) NOTICE OF ACTION. The Borrower will, and will cause each Restricted
Subsidiary to, promptly notify the Agent and the Lenders in writing of any
threatened action or investigation by any Governmental Authority of which a
Responsible Officer of the Borrower, any Guarantor or any Restricted Subsidiary
has knowledge in connection with any Environmental Laws, excluding routine
testing and corrective action.

      (c) FUTURE ACQUISITIONS. The Borrower will, and will cause each Restricted
Subsidiary to, provide environmental audits and tests in accordance with
American Society for Testing and Materials standards as reasonably requested by
the Agent or any Lender through the Agent (or as otherwise required to be
obtained by the Agent or the Lenders by any Governmental Authority) in
connection with any future acquisitions of any material Properties by the
Borrower, any Guarantor or any Restricted Subsidiary.

      SECTION 8.05. FURTHER ASSURANCES.

      The Borrower will promptly cure any defects in the execution and delivery
of the other Loan Documents. The Borrower, at its expense, will promptly execute
and deliver (or cause to be promptly executed and delivered) to the Agent upon
reasonable request all such other documents, agreements and instruments to
comply with or accomplish the covenants and agreements of the Borrower in the
Loan Documents, or to, correct any omissions in the Loan Documents, or to state
more fully the obligations set out herein or in any of the other Loan Documents,
or to make any recordings, to file any notices or obtain any consents, all as
may be necessary or appropriate in connection therewith.

      SECTION 8.06. PERFORMANCE OF OBLIGATIONS.

      The Borrower will do and perform every act and discharge all of the
obligations to be performed and discharged by it under this Agreement, at the
time or times and in the manner specified.

      SECTION 8.07. ERISA INFORMATION AND COMPLIANCE.

      The Borrower will promptly furnish and will cause any ERISA Affiliate to
promptly furnish to the Agent with sufficient copies to the Lenders (i) promptly
after the filing thereof with the United States Secretary of Labor, the Internal
Revenue Service or the PBGC, copies of each annual and other material report
with respect to each Plan or any trust created thereunder, (ii) as soon as
possible and in any event within 30 days after the occurrence of any ERISA Event
in clause (i) of the definition of ERISA Event or any "prohibited transaction,"
as described in section 406 of ERISA or in section 4975 of the Code, and in any
event within 10 days after any other ERISA Event, in connection with any Plan or
any trust created thereunder, a written notice signed by a Responsible Officer
specifying the nature thereof, what action the Borrower or the ERISA Affiliate
is taking or proposes to take with respect thereto, and, when known, any action
taken or proposed by the Internal Revenue Service, the Department of Labor or
the PBGC with respect thereto, and (iii) immediately upon receipt thereof,
copies of any notice of the PBGC's intention to terminate, or to have a trustee
appointed to administer, any Plan. With respect to

                                       43

<PAGE>

each Plan (other than a Multiemployer Plan), the Borrower will, and will cause
each ERISA Affiliate to, (i) satisfy in full and in a timely manner, without
incurring any late payment or underpayment charge or penalty and without giving
rise to any lien, all of the contribution and funding requirements of section
412 of the Code (determined without regard to subsections (d), (e), (f) and (k)
thereof) and of section 302 of ERISA (determined without regard to sections 303,
304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC in a
timely manner, without incurring any late payment or underpayment charge or
penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

      SECTION 8.08. COMPLIANCE WITH AND MODIFICATION OF ORGANIZATIONAL
DOCUMENTS.

      The Borrower shall comply in all material respects with any terms and
provisions of the Borrower Partnership Agreement regarding maintaining the
separateness of the records, assets and formalities of the Borrower and its
Consolidated Subsidiaries from any other Person, and without the prior written
consent of Required Lenders, which shall not be unreasonably withheld, shall not
amend, supplement or otherwise modify (pursuant to a waiver or otherwise) any of
such separateness provisions in a manner materially adverse to the interests of
the Lenders unless both (i) BPL Acquisition L.P. or its successors no longer
owns an interest in the General Partner, and (ii) Borrower obtains a Ratings
Affirmation in connection with any such amendment, supplement, modification or
failure to comply.

                                   ARTICLE IX
                               NEGATIVE COVENANTS

      The Borrower covenants and agrees that, so long as any of the Commitments
are in effect and until payment in full of Loans hereunder, all interest thereon
and all other amounts payable by the Borrower hereunder and the Guarantors under
the Guaranties, without the prior written consent of the Required Lenders:

      SECTION 9.01. DEBT.

      The Borrower will not and will not cause or permit any Guarantor or any
Restricted Subsidiary to incur, create, assume or permit to exist any Debt,
except:

      (a) the Debt hereunder or any guaranty of or suretyship arrangement for
the Debt hereunder;

      (b) Debt of the Borrower and the Restricted Subsidiaries existing on the
date hereof that is reflected in the Financial Statements or is disclosed in
Schedule 9.01, and any renewals or extensions (but not increases) thereof;

      (c) accounts payable (for the deferred purchase price of Property or
services) from time to time incurred in the ordinary course of business which,
if material and greater than 90 days past the invoice or billing date, are being
contested in good faith by appropriate proceedings if reserves adequate under
GAAP shall have been established therefor;

                                       44

<PAGE>

      (d) Debt of the Borrower and the Restricted Subsidiaries requiring no
scheduled principal payments (whether at stated maturity or by virtue of
scheduled amortization, required prepayment or redemption) due until at least
one year after the Termination Date and issued under the Indenture or otherwise
under agreements containing covenants no more restrictive to the Borrower or the
Restricted Subsidiaries, as the case may be, than the covenants contained in
this Agreement;

      (e) Debt that is secured by Liens permitted under Section 9.02(d) and
under clause (xv) of the definition of Excepted Liens which in the aggregate
shall not to exceed $25,000,000 outstanding at any one time;

      (f) Debt of the Borrower and the Restricted Subsidiaries (other than
Laurel) under Hedging Agreements entered into as a part of its normal business
operations as a risk management strategy and/or hedge against changes resulting
from market conditions related to the Borrower's operations;

      (g) Debt as a result of (and to the extent permitted by) Sections 9.03(g);

      (h) Debt under the Revolving Credit Agreement and guaranties by any
Guarantor or Laurel thereof; and

      (i) Other unsecured Debt of the Borrower and the Restricted Subsidiaries
(other than Laurel) so long as at the time such Debt is incurred, and after
giving pro forma effect to the incurrence and applications of the proceeds
thereof, the Borrower shall be in pro forma compliance with the financial
covenants contained in Section 9.12 and Section 9.13 and no Default or Event of
Default shall have occurred and be continuing.

      SECTION 9.02. LIENS.

      The Borrower will not and will not cause or permit any Guarantor or any
Restricted Subsidiary to create, incur, assume or permit to exist any Lien on
any of its Properties (now owned or hereafter acquired), except:

      (a) Liens securing the payment of any Debt incurred hereunder or under any
other Loan Document, and to the extent secured pari passu with such Debt, Debt
under the Revolving Credit Agreement;

      (b) Excepted Liens;

      (c) Liens disclosed on Schedule 9.02; and

      (d) Liens originally created to secure purchase money Debt permitted under
Section 9.01(e), which in each case shall not exceed 100% of the lesser of the
total purchase price and the fair market value of the Property acquired as
determined at the time of acquisition; provided, that, (i) the Property to be
purchased with the proceeds of such Debt shall be purchased not more than 60
days prior to the date of the creation of such Lien and (ii) such Lien encumbers
only the Property so acquired.

                                       45

<PAGE>

      SECTION 9.03. INVESTMENTS, LOANS AND ADVANCES.

      The Borrower will not and will not cause or permit any Guarantor or any
Restricted Subsidiary to make or permit to remain outstanding any loans or
advances to or investments in any Person, except that the foregoing restriction
shall not apply to:

      (a) investments, loans or advances existing on the date hereof as
reflected in the Financial Statements or which are disclosed to the Lenders in
Schedule 9.03;

      (b) accounts receivable arising in the ordinary course of business;

      (c) direct obligations of the United States or any agency thereof, or
obligations guaranteed by the United States or any agency thereof, in each case
maturing within one year from the date of creation thereof;

      (d) commercial paper maturing within one year from the date of creation
thereof rated in the highest grade by S&P or Moody's;

      (e) deposits maturing within one year from the date of creation thereof
with, including certificates of deposit issued by, any Lender or any office
located in the United States of any other bank or trust company which is
organized under the laws of the United States or any state thereof, has capital,
surplus and undivided profits aggregating at least $100,000,000.00 (as of the
date of such Lender's or bank or trust company's most recent financial reports)
and has a short term deposit rating of no lower than A2 or P2, as such rating is
set forth from time to time, by S&P or Moody's, respectively;

      (f) deposits in money market funds investing exclusively in investments
described in Section 9.03(c), 9.03(d) or 9.03(e);

      (g) investments, loans or advances made in or to the Borrower or any
Restricted Subsidiary that has executed a Guaranty;

      (h) investments, loans or advances in or to any Person (other than the
Borrower or any Restricted Subsidiary that has executed a Guaranty) not to
exceed $100,000,000 in the aggregate at any time outstanding;

      (i) other investments, loans and advances in or to any Person (other than
Laurel) made with equity of the Borrower or with other consideration, including
cash, not to exceed the amount of net proceeds received by the Borrower from an
equity offering occurring substantially concurrent therewith;

      (j) Investments, loans or advances made in or to Laurel not to exceed
$17,000,000 in the aggregate at any time outstanding; and

      (k) the Acquisition to the extent that the purchase price does not exceed
$530,000,000 in the aggregate.

                                       46
<PAGE>

      SECTION 9.04. DISTRIBUTIONS AND REDEMPTIONS.

      If an Event of Default has occurred and is continuing or would result
therefrom, the Borrower will not purchase, redeem or otherwise acquire for value
any of its equity interests now or hereafter outstanding, return any capital or
make any distribution of its assets to its equity owners.

      SECTION 9.05. SALES AND LEASEBACKS.

      The Borrower will not, and will not cause or permit any Restricted
Subsidiary to, enter into any Sale-Leaseback Transaction, unless:

      (a) such Sale-Leaseback Transaction occurs within one year after the later
of (i) completion of the acquisition of the applicable Property by the Borrower
or such Restricted Subsidiary or (ii) commencement of full operation with
respect to such Property; or

      (b) such Sale-Leaseback Transaction involves a lease for a term of not
more than three years; or

      (c) the net sale proceeds derived from the sale or transfer by the
Borrower or such Restricted Subsidiary of the Property involved are used solely
(i) to prepay or retire Funded Debt of the Borrower ranking pari passu with the
Debt hereunder or (ii) for capital improvements with respect to the pipeline
systems of the Borrower or any Restricted Subsidiary made in the ordinary course
of business of the Borrower or such Restricted Subsidiary; or

      (d) the Sale-Leaseback Attributable Debt attributable to such
Sale-Leaseback Transaction would be permitted under Section 9.01(e).

      SECTION 9.06. NATURE OF BUSINESS.

      The Borrower will not, and will not permit any Restricted Subsidiary to,
make any material change in the nature of its business as it exists on the date
hereof or, in the case of a Restricted Subsidiary, acquired or established after
the date hereof, as the nature of the business existed on the date of such
acquisition or establishment.

      SECTION 9.07. RESTRICTIVE AGREEMENTS.

      The Borrower will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into, incur or permit to exist any agreement that
prohibits, restricts or imposes any condition upon the ability of any such
Restricted Subsidiary to declare or pay dividends or distributions to its equity
holders, to make or repay loans or advances to the Borrower or any other
Restricted Subsidiary, to guarantee Indebtedness of the Borrower or any other
such Restricted Subsidiary or to transfer any of its property or assets to the
Borrower or any such Restricted Subsidiary; provided, that (A) the foregoing
shall not apply to restrictions or conditions imposed by law, this Agreement or
any other Loan Document, the Revolving Credit Agreement, the Note Agreements or
the Indenture (in the case of the Note Agreement and the Indenture, as in effect
on the date hereof), and (B) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of any
Restricted

                                       47
<PAGE>

Subsidiary of the Borrower pending such sale, provided such restrictions and
conditions apply only to the Restricted Subsidiary that is sold and such sale is
permitted hereunder.

      SECTION 9.08. MERGERS, ETC.

      None of the Borrower, any Guarantor or any Restricted Subsidiary will
merge into or with or consolidate with any other Person unless such former
entity is the survivor, or sell, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
Property or assets to any other Person; provided, however, that any Restricted
Subsidiary may merge with or into the Borrower, any Guarantor or any other
Restricted Subsidiary, even if it is not the surviving entity of such merger;
provided, further, however, that no Restricted Subsidiary may merge with or into
Laurel.

      SECTION 9.09. PROCEEDS OF THE LOANS.

      The Borrower will not permit the proceeds of the Loans to be used for any
purpose other than those permitted by Section 7.07. Neither the Borrower nor any
Person acting on behalf of the Borrower has taken or will take any action which
might cause any of the Loan Documents to violate Regulation T, U or X or any
other Regulation of the Board of Governors of the Federal Reserve System or to
violate Section 7 of the Securities Exchange Act of 1934 or any rule or
regulation thereunder, in each case as now in effect or as the same may
hereinafter be in effect.

      SECTION 9.10. ERISA COMPLIANCE.

      The Borrower will not at any time take any of the following actions that
could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect:

      (a) Engage in, or permit any Subsidiary of the Borrower or ERISA Affiliate
to engage in, any transaction in connection with which the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate could be subjected to either a
civil penalty assessed pursuant to section 502(c), (i) or (l) of ERISA or a tax
imposed by Chapter 43 of Subtitle D of the Code;

      (b) Terminate, or permit any Subsidiary of the Borrower or ERISA Affiliate
to terminate, any Plan in a manner, or take any other action with respect to any
Plan, that could result in any liability to the Borrower, any Subsidiary of the
Borrower or any ERISA Affiliate to the PBGC;

      (c) Fail to make, or permit any Subsidiary of the Borrower or ERISA
Affiliate to fail to make, full payment when due of all amounts that, under the
provisions of any Plan, agreement relating thereto or applicable law, the
Borrower, a Subsidiary or any ERISA Affiliate is required to pay as
contributions thereto;

      (d) Permit to exist, or allow any Subsidiary of the Borrower or ERISA
Affiliate to permit to exist, any accumulated funding deficiency within the
meaning of section 302 of ERISA or section 412 of the Code, whether or not
waived, with respect to any Plan;

      (e) Permit, or allow any Subsidiary of the Borrower or ERISA Affiliate to
permit, the actuarial present value of the benefit liabilities under any Plan
that is regulated under Title IV of ERISA to exceed the current value of the
assets (computed on a plan termination basis in

                                       48
<PAGE>

accordance with Title IV of ERISA) of such Plan allocable to such benefit
liabilities. The term "actuarial present value of the benefit liabilities" shall
have the meaning specified in section 4041 of ERISA;

      (f) Contribute to or assume an obligation to contribute to, or permit any
Subsidiary of the Borrower or ERISA Affiliate to contribute to or assume an
obligation to contribute to, any Multiemployer Plan;

      (g) Acquire, or permit any Subsidiary of the Borrower or ERISA Affiliate
to acquire, an interest in any Person that causes such Person to become an ERISA
Affiliate with respect to the Borrower, any Subsidiary of the Borrower or any
ERISA Affiliate if such Person sponsors, maintains or contributes to, or at any
time in the six-year period preceding such acquisition has sponsored,
maintained, or contributed to, (1) any Multiemployer Plan, or (2) any other Plan
that is subject to Title IV of ERISA under which the actuarial present value of
the benefit liabilities under such Plan exceeds the current value of the assets
(computed on a plan termination basis in accordance with Title IV of ERISA) of
such Plan allocable to such benefit liabilities;

      (h) Incur, or permit any Subsidiary of the Borrower or ERISA Affiliate to
incur, a liability to or on account of a Plan under sections 515, 4062, 4063,
4064, 4201 or 4204 of ERISA;

      (i) Contribute to or assume an obligation to contribute to, or permit any
Subsidiary of the Borrower or ERISA Affiliate to contribute to or assume an
obligation to contribute to, any employee welfare benefit plan, as defined in
section 3(1) of ERISA, including, without limitation, any such plan maintained
to provide benefits to former employees of such entities, that may not be
terminated by such entities in their sole discretion at any time without any
material liability;

      (j) Amend or permit any Subsidiary of the Borrower or ERISA Affiliate to
amend, a Plan resulting in an increase in current liability such that the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is required to
provide security to such Plan under section 401(a)(29) of the Code; or

      (k) Permit to exist any occurrence of a "Reportable Event" described in
Section 4043 of ERISA and the regulations thereunder.

      SECTION 9.11. SALE OR DISCOUNT OF RECEIVABLES.

      None of the Borrower, any Guarantor or any Restricted Subsidiary will
discount or sell (with or without recourse) any of its notes receivable or
accounts receivable.

      SECTION 9.12. FUNDED DEBT RATIO.

         The Borrower will not permit the Funded Debt Ratio as of the end of any
fiscal quarter to be greater than (A) 5.75 to 1.00 for the period commencing on
the Closing Date and continuing for two quarters immediately following such
date, (B) 5.25 to 1.00 for the third quarter immediately following the Closing
Date and (C) thereafter 4.75 to 1.00; provided, however, that for a period of up
to three consecutive quarters within any twelve-month period commencing on

                                       49
<PAGE>

(i) the first day of the sixth quarter immediately following the Closing Date or
(ii) the first day following two consecutive quarters after the Closing Date in
which the Funded Debt Ratio is no greater than 4.75 to 1.00 (the "Required
Threshold"), the Funded Debt Ratio may exceed the Required Threshold for
acquisitions with an aggregate purchase price in excess of $5,000,000, but shall
in no event exceed 5.25 to 1.00 ("Increased Funded Debt Period"); provided,
further, that no Increased Funded Debt Period shall occur sooner than two
consecutive quarters following any other Increased Funded Debt Period.

      SECTION 9.13. FIXED CHARGE COVERAGE RATIO.

      The Borrower will not permit the Fixed Charge Coverage Ratio as of the end
of any fiscal quarter (calculated quarterly at the end of each fiscal quarter)
to be less than 1.25 to 1.00.

      SECTION 9.14. SALE OF PROPERTIES.

      Except as contemplated in the Acquisition Agreement, the Borrower will
not, and will not cause or permit any Guarantor or any Restricted Subsidiary to
sell, assign, convey or otherwise transfer any Property or any interest in any
Property, unless such Property is not material to the ability of the Borrower or
any Restricted Subsidiary to generate EBITDA. The Borrower will not cause or
permit Laurel to sell, assign, convey or otherwise transfer any material
Property or any interest in any material Property; provided that the foregoing
shall not apply to Excepted Liens.

      SECTION 9.15. ENVIRONMENTAL MATTERS.

      The Borrower shall not, and shall not cause or permit any Guarantor or any
Restricted Subsidiary to cause or permit any of its Property to be in violation
of, or do anything or permit anything to be done which will subject any such
Property to any remedial obligations under any Environmental Laws. If necessary,
the Borrower shall timely disclose to the applicable Governmental Authority all
relevant facts, conditions and circumstances, if any, pertaining to such
Property where such violations or remedial obligations exist.

      SECTION 9.16. TRANSACTIONS WITH AFFILIATES.

      The Borrower will not, and will not cause or permit any Guarantor or any
Restricted Subsidiary to enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of Property or the rendering
of any service, with any Affiliate unless such transactions are otherwise
permitted under this Agreement, are in the ordinary course of its business and
are upon fair and reasonable terms no less favorable to it than it would obtain
in a comparable arm's length transaction with a Person not an Affiliate;
provided, however, that the foregoing shall not prohibit or prevent the
Borrower, any Guarantor or any Restricted Subsidiary from performing under any
agreement in effect on the date hereof.

      SECTION 9.17. PARTNERSHIP AGREEMENTS.

      Without the prior consent of the Required Lenders, which shall not be
unreasonably withheld, the Borrower will not amend or permit to be amended in
any material respect the Borrower Partnership Agreement or the Buckeye Pipe Line
LLC Agreement.

                                       50
<PAGE>

      SECTION 9.18. SENIOR NOTES.

      Without the prior consent of the Required Lenders, which shall not be
unreasonably withheld, the Borrower will not amend or permit to be amended in
any material respect the Senior Notes or the Indenture, except that the Borrower
may issue additional indebtedness under supplemental indentures issued under the
Indenture if otherwise permitted hereunder and thereunder.

                                    ARTICLE X
                           EVENTS OF DEFAULT; REMEDIES

      SECTION 10.01. EVENTS OF DEFAULT.

      One or more of the following events shall constitute an "EVENT OF
DEFAULT":

      (a) the Borrower shall default in the payment or prepayment when due of
any principal of or interest on any Loan, or any fees or other amount payable by
it hereunder or under any other Loan Document and such default, other than a
default of a payment or prepayment of principal (which shall have no cure
period) shall continue unremedied for a period of three Business Days; or

      (b) the Borrower or any Restricted Subsidiary shall default in the payment
when due of any principal of or interest on any of its other Debt aggregating
$15,000,000 or more, or any event specified in any note, agreement, indenture or
other document evidencing or relating to any such Debt shall occur if the effect
of such event (after the giving of notice or lapse of time or both, if
applicable) is to cause, or to permit the holder or holders of such Debt (or a
trustee or agent on behalf of such holder or holders) to cause, such Debt to
become due prior to its stated maturity; or

      (c) any representation, warranty or certification made or deemed made
herein or in any other Loan Document by the Borrower, any Guarantor or any
Person on behalf of any Restricted Subsidiary, or any certificate furnished to
any Lender or the Agent pursuant to the provisions hereof or any other Loan
Document, shall prove to have been false or misleading as of the time made or
furnished in any material respect; or

      (d) the Borrower or any Restricted Subsidiary (despite the fact that such
Restricted Subsidiary is not a party to this Agreement) shall default in the
performance of any of its obligations under Article IX; or the Borrower or any
Restricted Subsidiary (despite the fact that such Restricted Subsidiary is not a
party to this Agreement) shall default in the performance of any of its
obligations under Article VIII, any other Article of this Agreement (other than
under Article IX) or any other Loan Document (other than the payment of amounts
due which shall be governed by Section 10.01(a)) and such default shall continue
unremedied for a period of 30 days after the earlier to occur of (i) notice
thereof to the Borrower by the Agent or any Lender (through the Agent), or (ii)
a Responsible Officer of the Borrower otherwise obtaining actual knowledge of
such default; or

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<PAGE>

      (e) the Borrower shall admit in writing its inability to, or be generally
unable to, pay its debts as such debts become due; or

      (f) the Borrower shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its property, (ii) make a general
assignment of all or substantially all of its assets for the benefit of its
creditors, (iii) commence a voluntary case under the Federal Bankruptcy Code (as
now or hereafter in effect), (iv) file a petition seeking to take advantage of
any other law relating to bankruptcy, insolvency, reorganization, winding-up,
liquidation or composition or readjustment of debts, (v) fail to controvert in a
timely and appropriate manner, or acquiesce in writing to, any petition filed
against it in an involuntary case under the Federal Bankruptcy Code, or (vi)
take any corporate action for the purpose of effecting any of the foregoing; or

      (g) a proceeding or case shall be commenced, without the application or
consent of the Borrower, in any court of competent jurisdiction, seeking (i) its
liquidation, reorganization, dissolution or winding-up, or the composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of the Borrower of all or any substantial part
of its assets, or (iii) similar relief in respect of the Borrower under any law
relating to bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts, and such proceeding or case shall continue undismissed,
or an order, judgment or decree approving or ordering any of the foregoing shall
be entered and continue unstayed and in effect, for a period of 60 days; or (iv)
an order for relief against the Borrower shall be entered in an involuntary case
under the Federal Bankruptcy Code; or

      (h) a judgment or judgments for the payment of money in excess of
$5,000,000 in the aggregate shall be rendered by a court against the Borrower or
any Subsidiary of the Borrower and the same shall not be discharged (or
provision shall not be made for such discharge), or a stay of execution thereof
shall not be procured, within 30 days from the date of entry thereof and the
Borrower or such Subsidiary shall not, within said period of 30 days, or such
longer period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal; or

      (i) any Guaranty after delivery thereof shall for any reason, except to
the extent permitted by the terms thereof, cease to be in full force and effect
and valid, binding and enforceable in accordance with its terms, or the Borrower
or any Guarantor shall so state in writing; or

      (j) a Change of Control shall occur; or

      (k) any Guarantor shall take, suffer or permit to exist any of the events
or conditions referred to in subsection (f), (g), (h) or (i) or any provision of
any Guaranty shall for any reason cease to be valid and binding on the relevant
Guarantor or if such Guarantor shall so state in writing;

      (l) any Restricted Subsidiary shall take, suffer or permit to exist any of
the events or conditions referred to in subsection (f), (g), (h) or (i);

                                       52
<PAGE>

      (m) the failure of the General Partner to comply in all material respects
with any terms and provisions of its limited liability company agreement
regarding maintaining the separateness of the records, assets and formalities of
the General Partner from any other Person, or the amending, supplementing or
otherwise modifying (pursuant to a waiver or otherwise) any of such separateness
provisions in a manner materially adverse to the interests of the Lenders unless
both (i) BPL Acquisition L.P. or its successors no longer owns an interest in
the General Partner, and (ii) Borrower has obtained a Ratings Affirmation in
connection with any such amendment, supplement, modification or failure to
comply; or

      (n) any ERISA Event shall have occurred that could reasonably be expected
to result in a Material Adverse Effect, and 30 days after notice shall have been
given to the Borrower, such ERISA Event shall still exist.

      SECTION 10.02. REMEDIES.

      (a) In the case of an Event of Default other than one referred to in
subsection (f), (g) or (h) of Section 10.01 or in either of subsection (l) or
(m) to the extent it relates to subsection (f), (g) or (h), the Agent, upon
request of the Required Lenders, shall, by notice to the Borrower, cancel the
Commitments and/or declare the principal amount then outstanding of, and the
accrued interest on, the Loans and all other amounts payable by the Borrower
hereunder to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration or other formalities of any kind,
all of which are hereby expressly waived by the Borrower.

      (b) In the case of the occurrence of an Event of Default referred to in
subsection (f), (g) or (h) of Section 10.01 or in either of subsection (l) and
(m) to the extent it relates to subsection (f), (g) or (h), the Commitments
shall be automatically canceled and the principal amount then outstanding of,
and the accrued interest on, the Loans and all other amounts payable by the
Borrower hereunder shall become automatically immediately due and payable
without presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or other formalities of any kind, all of which are hereby expressly
waived by the Borrower.

      (c) All proceeds received after the Maturity Date, whether by acceleration
or otherwise shall be applied first to reimbursement of expenses and indemnities
provided for in this Agreement and the other Loan Documents; second to accrued
interest hereunder; third to fees; fourth pro rata to principal outstanding
hereunder, other Debt hereunder and obligations under any Hedging Agreements
between the Borrower and any other Person that was a Lender or an Affiliate of a
Lender at the time such Hedging Agreement was executed; and any excess shall be
paid to the Borrower or as otherwise required by any Governmental Requirement.

                                   ARTICLE XI
                                    THE AGENT

      SECTION 11.01. THE AGENT.

      (a) APPOINTMENT. Each Lender appoints the Agent (including, without
limitation, each successor Agent in accordance with this Section 11.01) as its
nominee and agent to act in its

                                       53
<PAGE>

name and on its behalf (and the Agent and each such successor accepts that
appointment): (i) to act as its nominee and on its behalf in and under all Loan
Documents; (ii) to arrange the means whereby its funds are to be made available
to the Borrower under the Loan Documents; (iii) to take any action that it
properly requests under the Loan Documents (subject to the concurrence of other
Lenders as may be required under the Loan Documents); (iv) to receive all
documents and items to be furnished to it under the Loan Documents; (v) to be
the secured party, mortgagee, beneficiary, recipient and similar party in
respect of the cash collateral under Section 2.09(b) and any other collateral
for the benefit of the Lenders (at any time an Event of Default or Default has
occurred and is continuing); (vi) to promptly distribute to it all material
information, requests, documents and items received from the Borrower, any of
its Subsidiaries or any Restricted Subsidiary under the Loan Documents; (vii) to
promptly distribute to it its ratable part of each payment or prepayment
(whether voluntary, as proceeds of collateral upon or after foreclosure, as
proceeds of insurance thereon or otherwise) in accordance with the terms of the
Loan Documents; and (viii) to deliver to the appropriate Persons requests,
demands, approvals and consents received from it. The Agent, however, may not be
required to take any action that exposes it to personal liability or that is
contrary to any Loan Document or applicable Governmental Requirement. The Agent
may execute any of its duties hereunder or under the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
(including Borrower's counsel) concerning all matters pertaining to such duties.
The Agent shall not be responsible to the Lenders for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

      (b) SUCCESSOR. The Agent may, subject (at any time no Event of Default or
Default has occurred and is continuing) to the Borrower's prior written consent
that may not be unreasonably withheld, assign all of its rights and obligations
as the Agent under the Loan Documents to any of its Affiliates, which Affiliate
shall then be the successor Agent under the Loan Documents. The Agent may also,
upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial
or any successor Agent ever ceases to be a party to this Agreement or if the
initial or any successor Agent ever resigns, then the Required Lenders shall
(which, if no Event of Default or Default has occurred and is continuing, is
subject to the Borrower's approval that may not be unreasonably withheld)
appoint the successor Agent from among the Lenders (other than the resigning
Agent). If the Required Lenders fail to appoint a successor Agent within 30 days
after the resigning Agent has given notice of resignation, then the resigning
Agent may, on behalf of the Lenders, upon thirty (30) days prior notice to the
Borrower, appoint a successor Agent, subject (at any time no Event of Default or
Default has occurred and is continuing) to the Borrower's prior written consent
that may not be unreasonably withheld, which must be a commercial bank having a
combined capital and surplus of at least $1,000,000,000 (as shown on its most
recently published statement of condition). Upon its acceptance of appointment
as successor Agent, the successor Agent shall succeed to and become vested with
all of the rights of the prior Agent, and the prior Agent shall be discharged
from its duties and obligations as Agent under the Loan Documents, and each
Lender shall execute the documents that any Lender, the resigning Agent or the
successor Agent reasonably requests to reflect the change. After any Agent's
resignation as the Agent under the Loan Documents, the provisions of this
section inure to its benefit as to any actions taken or not taken by it while it
was the Agent under the Loan Documents.

                                       54
<PAGE>

      (c) RIGHTS AS LENDER. The Agent, in its capacity as a Lender, has the same
rights under the Loan Documents as any other Lender and may exercise those
rights as if it were not acting as the Agent. The Agent's resignation or removal
does not impair or otherwise affect any rights that it has or may have in its
capacity as an individual Lender. Each Lender and the Borrower agree that the
Agent is not a fiduciary for the Lenders or the Borrower but is simply acting in
the capacity described in this Agreement to alleviate administrative burdens for
the Borrower and the Lenders, that the Agent has no duties or responsibilities
to the Lenders or the Borrower except those expressly set forth in the Loan
Documents, and that the Agent in its capacity as a Lender has the same rights as
any other Lender.

      (d) OTHER ACTIVITIES. The Agent or any Lender may now or in the future be
engaged in one or more loan, letter of Loan, leasing or other financing
transactions with the Borrower, act as trustee or depositary for the Borrower or
otherwise be engaged in other transactions with the Borrower (collectively, the
"other activities") not the subject of the Loan Documents. Without limiting the
rights of the Lenders specifically set forth in the Loan Documents, neither the
Agent nor any Lender is responsible to account to the other Lenders for those
other activities, and no Lender shall have any interest in any other Lender's
activities, any present or future guaranties by or for the account of the
Borrower that are not contemplated by or included in the Loan Documents, any
present or future offset exercised by the Agent or any Lender in respect of
those other activities, any present or future property taken as security for any
of those other activities or any property now or hereafter in the Agent's or any
other Lender's possession or control that may be or become security for the
obligations of the Borrower arising under the Loan Documents by reason of the
general description of indebtedness secured or of property contained in any
other agreements, documents or instruments related to any of those other
activities (but, if any payments in respect of those guaranties or that property
or the proceeds thereof is applied by the Agent or any Lender to reduce the
obligations hereunder, then each Lender is entitled to share in the application
as provided in the Loan Documents).

      SECTION 11.02. EXPENSES.

      Each Lender shall pay its Percentage Share of any expenses (including
court costs, reasonable attorneys' fees and other costs of collection) incurred
by the Agent or in connection with any of the Loan Documents if the Agent is not
reimbursed from other sources within 30 days after incurrence. Each Lender is
entitled to receive its Percentage Share of any reimbursement that it makes to
the Agent if the Agent is subsequently reimbursed from other sources.

      SECTION 11.03. PROPORTIONATE ABSORPTION OF LOSSES.

      Except as otherwise provided in the Loan Documents, nothing in the Loan
Documents gives any Lender any advantage over any other Lender insofar as the
obligations hereunder are concerned or relieves any Lender from ratably
absorbing any losses sustained with respect to the obligations hereunder (except
to the extent unilateral actions or inactions by any Lender result in the
Borrower or any other obligor on the obligations hereunder having any credit,
allowance, setoff, defense or counterclaim solely with respect to all or any
part of that Lender's part of the obligations hereunder).

                                       55
<PAGE>

      SECTION 11.04. DELEGATION OF DUTIES; RELIANCE.

      The Lenders may perform any of their duties or exercise any of their
rights under the Loan Documents by or through the Agent, the Lenders and the
Agent may perform any of their duties or exercise any of their rights under the
Loan Documents by or through their respective representatives. The Agent, the
Lenders and their respective representatives (a) are entitled to rely upon (and
shall be protected in relying upon) any written or oral statement believed by it
or them to be genuine and correct and to have been signed or made by the proper
Person and, with respect to legal matters, upon opinion of counsel selected by
the Agent or that Lender (but nothing in this clause (a) permits the Agent to
rely on (i) oral statements if a writing is required by this Agreement or (ii)
any other writing if a specific writing is required by this Agreement), (b) are
entitled to deem and treat each Lender as the owner and holder of its portion of
the Obligations hereunder for all purposes until written notice of the
assignment or transfer is given to and received by the Agent (and any request,
authorization, consent or approval of any Lender is conclusive and binding on
each subsequent holder, assignee or transferee of or Participant in that
Lender's portion of the obligations hereunder until that notice is given and
received), (c) are not deemed to have notice of the occurrence of an Default
unless a responsible officer of the Agent, who handles matters associated with
the Loan Documents and transactions thereunder, has actual knowledge or the
Agent has been notified by a Lender or the Borrower, and (d) are entitled to
consult with legal counsel (including counsel for the Borrower), independent
accountants, and other experts selected by the Agent and are not liable for any
action taken or not taken in good faith by it in accordance with the advice of
counsel, accountants or experts.

      SECTION 11.05. LIMITATION OF THE AGENT'S LIABILITY.

      (a) EXCULPATION. Neither the Agent nor any of its Affiliates or
representatives will be liable to any Lender for any action taken or omitted to
be taken by it or them under the Loan Documents in good faith and believed by it
to be within the discretion or power conferred upon it or them by the Loan
Documents or be responsible for the consequences of any error of judgment
(except for gross negligence or willful misconduct), and neither the Agent nor
any of its Affiliates or representatives has a fiduciary relationship with any
Lender by virtue of the Loan Documents (but nothing in this Agreement negates
the obligation of the Agent to account for funds received by it for the account
of any Lender).

      (b) INDEMNITY. Unless indemnified to its satisfaction against loss, cost,
liability and expense, the Agent may not be compelled to do any act under the
Loan Documents or to take any action toward the execution or enforcement of the
powers thereby created or to prosecute or defend any suit in respect of the Loan
Documents. If the Agent requests instructions from the Lenders or the Required
Lenders, as the case may be, with respect to any act or action in connection
with any Loan Document, the Agent is entitled to refrain (without incurring any
liability to any Person by so refraining) from that act or action unless and
until it has received instructions. In no event, however, may the Agent or any
of its representatives be required to take any action that it or they determine
could incur for it or them criminal or onerous civil liability. Without limiting
the generality of the foregoing, no Lender has any right of action against the
Agent as a result of the Agent's acting or refraining from acting under this
Agreement in accordance with instructions of the Required Lenders.

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<PAGE>

      (c) RELIANCE. The Agent is not responsible to any Lender, and each Lender
represents and warrants that it has not relied upon the Agent in respect of, (i)
the creditworthiness of the Borrower or any Guarantor and the risks involved to
such Lender, as the case may be, (ii) the effectiveness, enforceability,
genuineness, validity or the due execution of any Loan Document, (iii) any
representation, warranty, document, certificate, report or statement made
therein or furnished thereunder or in connection therewith, (iv) the adequacy of
any collateral now or hereafter securing the obligations hereunder or the
existence, priority or perfection of any Lien now or hereafter granted or
purported to be granted on the collateral under any Loan Document, or (v)
observation of or compliance with any of the terms, covenants or conditions of
any Loan Document on the part of the General Partner, the Borrower or any
Guarantor . EACH LENDER AGREES TO INDEMNIFY THE AGENT AND ITS REPRESENTATIVES
AND HOLD THEM HARMLESS FROM AND AGAINST (BUT LIMITED TO SUCH LENDER'S PERCENTAGE
SHARE OF) ANY AND ALL LIABILITIES, OBLIGATIONS HEREUNDER, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, REASONABLE EXPENSES AND REASONABLE
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE IMPOSED ON, ASSERTED
AGAINST OR INCURRED BY THEM IN ANY WAY RELATING TO OR ARISING OUT OF THE LOAN
DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER THE LOAN DOCUMENTS IF THE
AGENT AND ITS REPRESENTATIVES ARE NOT REIMBURSED FOR SUCH AMOUNTS BY THE
BORROWER OR ANY GUARANTOR. ALTHOUGH THE AGENT AND ITS REPRESENTATIVES HAVE THE
RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT BY THE LENDERS FOR ITS OR THEIR OWN
ORDINARY NEGLIGENCE, THE AGENT AND ITS REPRESENTATIVES DO NOT HAVE THE RIGHT TO
BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.

      SECTION 11.06. EVENT OF DEFAULT.

      If an Event of Default has occurred and is continuing, the Lenders agree
to promptly confer in order that the Required Lenders or the Lenders, as the
case may be, may agree upon a course of action for the enforcement of the rights
of the Lenders hereunder. The Agent is entitled to act or refrain from taking
any action (without incurring any liability to any Person for so acting or
refraining) unless and until it has received instructions from the Required
Lenders. In actions with respect to any property of the Borrower or any of its
Subsidiaries, the Agent is acting for the ratable benefit of each Lender.

      SECTION 11.07. LIMITATION OF LIABILITY.

      No Lender will incur any liability to any other Lender except for acts or
omissions in bad faith, and neither the Agent nor any Lender or Participant will
incur any liability to any other Person for any act or omission of any other
Lender.

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      SECTION 11.08. RESERVED.

      SECTION 11.09. RELATIONSHIP OF LENDERS.

      The Loan Documents do not create a partnership or joint venture among the
Agent and the Lenders or among the Lenders.

      SECTION 11.10. BENEFITS OF AGREEMENT.

      None of the provisions of this Article XI inures to the benefit of the
Borrower or any Guarantor or any other Person except the Agent and the Lenders.
Therefore, neither the Borrower nor any Guarantor nor any other Person is
responsible or liable for, entitled to rely upon or entitled to raise as a
defense, in any manner whatsoever, the failure of the Agent or any Lender to
comply with these provisions.

                                   ARTICLE XII
                                  MISCELLANEOUS

      SECTION 12.01. WAIVER.

      No failure on the part of the Agent or any Lender to exercise and no delay
in exercising and no course of dealing with respect to, any right, power or
privilege under any of the Loan Documents shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege under any
of the Loan Documents preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The remedies provided herein
are cumulative and not exclusive of any remedies provided by law.

      SECTION 12.02. NOTICES.

      All notices and other communications provided for herein and in the other
Loan Documents (including, without limitation, any modifications of, or waivers
or consents under, this Agreement or the other Loan Documents) shall be given or
made by telex, telecopy, courier or U.S. Mail or in writing and telexed,
telecopied, mailed or delivered to the intended recipient at the "Address for
Notices" specified below its name on the signature pages hereof or in the Loan
Documents, except that for notices and other communications to the Agent other
than payment of money, the Borrower need only send such notices and
communications to the Agent care of the Atlanta address of SunTrust; or, as to
any party, at such other address as shall be designated by such party in a
notice to each other party. Except as otherwise provided in this Agreement or in
the other Loan Documents, all such communications shall be deemed to have been
duly given when transmitted, if transmitted before 1:00 p.m. local time on a
Business Day (otherwise on the next succeeding Business Day) by telex or
telecopier and evidence or confirmation of receipt is obtained, or personally
delivered or, in the case of a mailed notice, four Business Days after the date
deposited in the mails, postage prepaid, in each case given or addressed as
aforesaid.

      SECTION 12.03. PAYMENT OF EXPENSES, INDEMNITIES, ETC.

      (a) The Borrower agrees:

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            (i) whether or not the transactions hereby contemplated are
      consummated, to pay to the extent set forth in the Fee Letter all
      reasonable expenses of the Agent in the administration (both before and
      after the execution hereof and including advice of counsel as to the
      rights and duties of the Agent and the Lenders with respect thereto) of,
      and in connection with the negotiation, syndication, investigation,
      preparation, execution and delivery of, recording or filing of,
      preservation of rights under, enforcement of, and refinancing,
      renegotiation or restructuring of, the Loan Documents and any amendment,
      waiver or consent relating thereto (including, without limitation, travel,
      photocopy, mailing, courier, telephone and other similar expenses of the
      Agent, the cost of environmental audits, surveys and appraisals at
      reasonable intervals, the reasonable fees and disbursements of counsel and
      other outside consultants for the Agent and, in the case of enforcement,
      the reasonable fees and disbursements of counsel for the Agent and any of
      the Lenders); and promptly reimburse the Agent for all amounts expended,
      advanced or incurred by the Agent or the Lenders to satisfy any obligation
      of the Borrower or the Guarantors under this Agreement or any other Loan
      Document, including without limitation, all costs and expenses of
      foreclosure;

            (ii) TO INDEMNIFY THE AGENT AND EACH LENDER AND EACH OF THEIR
      AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES,
      REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS AND EXPERTS ("INDEMNIFIED
      PARTIES") FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON
      DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE INDEMNITY MATTERS WHICH MAY
      BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT
      ANY OF THEM IS DESIGNATED A PARTY THERETO) ASSERTED BY ANY THIRD PARTY OR
      BY THE BORROWER OR ANY OTHER CREDIT PARTY AS A RESULT OF, ARISING OUT OF
      OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWER OF
      THE PROCEEDS OF ANY OF THE LOANS, INCLUDING WITHOUT LIMITATION THE
      ACQUISITION, (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN
      DOCUMENTS AND THE ACQUISITION DOCUMENTS BY THE BORROWER, (III) THE
      OPERATIONS OF THE BUSINESS OF THE BORROWER, ANY GUARANTOR AND THE
      RESTRICTED SUBSIDIARIES, (IV) THE FAILURE OF THE BORROWER, ANY GUARANTOR
      OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT
      OR ACQUISITION DOCUMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY
      INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF THE
      BORROWER OR THE GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS, (VI) ANY
      ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS
      RECEIVED PURSUANT TO THE LOAN DOCUMENTS OR (VII) ANY OTHER ASPECT OF THE
      LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
      DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION
      WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION,
      SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES)
      OR CLAIM, WHETHER BROUGHT BY A THIRD PARTY OR BY THE BORROWER OR ANY OTHER

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      CREDIT PARTY, AND REGARDLESS OF WHETHER ANY INDEMNIFIED PARTY IS A PARTY
      THERETO, AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE
      ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, BUT EXCLUDING ALL INDEMNITY
      MATTERS ARISING SOLELY BY REASON OF (1) CLAIMS BETWEEN THE LENDERS OR ANY
      LENDER AND THE AGENT OR A LENDER'S SHAREHOLDERS AGAINST THE AGENT OR
      LENDER, (2) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE
      INDEMNIFIED PARTY OR (3) RESULT FROM A CLAIM BROUGHT BY THE BORROWER
      AGAINST AN INDEMNIFIED PARTY FOR BREACH OF SUCH INDEMNIFIED PARTY'S
      OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, IF THE BORROWER OR
      APPLICABLE LOAN PARTY HAS OBTAINED A FINAL AND NONAPPEALABLE JUDGMENT IN
      ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT
      JURISDICTION; AND

            (iii) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE
      INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, COST
      RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND
      LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT (I) UNDER ANY
      ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER, ANY GUARANTOR OR ANY
      RESTRICTED SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT
      LIMITATION, THE TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES OR HAZARDOUS
      WASTES ON ANY OF SUCH PROPERTIES, (II) AS A RESULT OF THE BREACH OR
      NON-COMPLIANCE BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY WITH ANY
      ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER, ANY GUARANTOR OR ANY
      RESTRICTED SUBSIDIARY, (III) DUE TO PAST OWNERSHIP BY THE BORROWER, ANY
      GUARANTOR OR ANY RESTRICTED SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST
      ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY
      PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE
      PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS
      SUBSTANCES OR HAZARDOUS WASTES ON OR AT ANY OF THE PROPERTIES OWNED OR
      OPERATED BY THE BORROWER, ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY, OR
      (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH
      THE LOAN DOCUMENTS.

      (b) No Indemnified Party may settle any claim to be indemnified without
the consent of the indemnitor, such consent not to be unreasonably withheld;
provided, that the indemnitor may not reasonably withhold consent to any
settlement that an Indemnified Party proposes, if the indemnitor does not have
the financial ability to pay all its obligations outstanding and asserted
against the indemnitor at that time, including the maximum potential claims
against the Indemnified Party to be indemnified pursuant to this Section 12.03.

      (c) In the case of any indemnification hereunder, the Agent or Lender, as
appropriate shall give notice to the Borrower of any such claim or demand being
made against the

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Indemnified Party and the Borrower shall have the non-exclusive right to join in
the defense against any such claim or demand provided that if the Borrower
provides a defense, the Indemnified Party shall bear its own cost of defense
unless there is a conflict between the Borrower and such Indemnified Party.

      (d) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES
NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER
WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN
OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT
IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE
INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON
ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. TO THE EXTENT THAT AN INDEMNIFIED
PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT
SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY
REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
INDEMNIFIED PARTY.

      (e) The Borrower's obligations under this Section 12.03 shall survive any
termination of this Agreement and the payment of all amounts outstanding
hereunder and shall continue thereafter in full force and effect.

      (f) The Borrower shall pay any amounts due under this Section 12.03 within
30 days of the receipt by the Borrower of notice of the amount due.

      SECTION 12.04. AMENDMENTS, ETC.

      Any provision of this Agreement or any other Loan Document may be amended,
modified or waived with the Borrower's and the Required Lenders' prior written
consent; provided that (i) no amendment, modification or waiver that extends the
final maturity of the Loans, postpones any date fixed for any payment of
principal of, or interest on, the Loans or any fees or other amounts payable
hereunder, increases the Commitments or the principal amount of the Loans or
forgives the principal amount of any Debt outstanding under this Agreement,
releases any Guarantor of its obligations under the Guaranty, reduces the
interest rate applicable to the Loans or the fees payable to the Lenders
generally, affects this Section 12.04 or Section 12.06(a) or modifies the
definition of "Required Lenders" shall be effective without consent of all
Lenders; (ii) no amendment, modification or waiver which increases the
Commitments or principal amount of any outstanding Loan of any Lender shall be
effective without the consent of such Lender; and (iii) no amendment,
modification or waiver which modifies the rights, duties or obligations of the
Agent shall be effective without the consent of the Agent; provided, further,
that this Agreement may be amended and restated without the consent of any
Lender or the Agent if, upon giving effect to such amendment and restatement,
such Lender or the Agent, as the case may be, shall no longer be a party to this
Agreement (as so amended and restated) or have any Commitment or other
obligation hereunder and shall have been paid in full all amounts payable
hereunder to such Lender or the Agent, as the case may be.

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<PAGE>

      SECTION 12.05. SUCCESSORS AND ASSIGNS.

      This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

      SECTION 12.06. ASSIGNMENTS AND PARTICIPATIONS.

      (a) The Borrower may not assign its rights or obligations hereunder
without the prior consent of all of the Lenders and the Agent.

      (b) Any Lender may upon the written consent of the Agent (which consent
will not be unreasonably withheld) and, if no Event of Default has occurred and
is continuing, the Borrower (which consent will not be unreasonably withheld),
assign to one or more assignees all or a portion of its rights and obligations
under this Agreement pursuant to an Assignment Agreement substantially in the
form of Exhibit D (an "ASSIGNMENT AGREEMENT"); provided, however, that (i) any
such assignment shall be in the amount of at least $5,000,000 (or if less, the
total amount of such Lender's outstanding Loan) or such lesser amount to which
the Borrower has consented, (ii) the assignee or assignor shall pay to the Agent
a processing and recordation fee of $1,500 for each assignment and (iii) any
assignment to an Affiliate of such Lender will not require the consent of the
Agent or the Borrower. Any such assignment will become effective upon the
execution and delivery to the Agent of the Assignment Agreement and the consent
of the Agent, if required. Promptly after receipt of an executed Assignment
Agreement, the Agent shall send to the Borrower a copy of such executed
Assignment Agreement. Upon the effectiveness of any assignment pursuant to this
Section 12.06(b), the assignee will become a "Lender," if not already a
"Lender," for all purposes of this Agreement and the other Loan Documents. The
assignor shall be relieved of its obligations hereunder to the extent of such
assignment (and if the assigning Lender no longer holds any rights or
obligations under this Agreement, such assigning Lender shall cease to be a
"Lender" hereunder except that its rights under Sections 4.06, 5.01, 5.05 and
12.03 shall not be affected). The Agent will prepare on the last Business Day of
each month during which an assignment has become effective pursuant to this
Section 12.06(b), a new Annex I giving effect to all such assignments effected
during such month, and will promptly provide the same to the Borrower and each
of the Lenders.

      (c) Each Lender may transfer, grant or assign participations in all or any
part of such Lender's interests hereunder pursuant to this Section 12.06(c) to
any Person, provided that: (i) such Lender shall remain a "Lender" for all
purposes of this Agreement and the transferee of such participation shall not
constitute a "Lender" hereunder; and (ii) no participant under any such
participation shall have rights to approve any amendment to or waiver of any of
the Loan Documents except to the extent such amendment or waiver would (x)
forgive any principal owing on any Debt hereunder or extend the final maturity
of the Loans, (y) reduce the interest rate (other than as a result of waiving
the applicability of any post-default increases in interest rates) or fees
applicable to any of the Commitments or Loans in which such participant is
participating, or postpone the payment of any thereof, or (z) release any
guarantor of its obligations under its Guaranty or release all or substantially
all of the collateral (except as provided in the Loan Documents) supporting any
of the Commitments or Loans in which such participant is participating. In the
case of any such participation, the participant shall not have any rights under
this Agreement or any of the other Loan Documents (the participant's rights

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<PAGE>

against the granting Lender in respect of such participation to be those set
forth in the agreement with such Lender creating such participation), and all
amounts payable by the Borrower hereunder shall be determined as if such Lender
had not sold such participation, provided that such participant shall be
entitled to receive additional amounts under Article V on the same basis as if
it were a Lender and be indemnified under Section 12.03 as if it were a Lender.
In addition, each agreement creating any participation must include an agreement
by the participant to be bound by the provisions of Section 12.15.

      (d) The Lenders may furnish any information concerning the Borrower, the
Guarantors and the Restricted Subsidiaries in the possession of the Lenders from
time to time to assignees and participants (including prospective assignees and
participants); provided that, such Persons agree to be bound by the provisions
of Section 12.15.

      (e) Notwithstanding anything to the contrary contained herein, any Lender
(a "GRANTING LENDER") may grant to a special purpose funding vehicle (an "SPC")
of such Granting Lender identified as such in writing from time to time by the
Granting Lender to the Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any such SPC to make any
Loan, (ii) if such SPC elects not to exercise such option or otherwise fails to
provide all or any part of such Loan, the Granting Lender shall be obligated to
make such Loan pursuant to the terms hereof and (iii) no SPC or Granting Lender
shall be entitled to receive any greater amount pursuant to Article V than the
Granting Lender would have been entitled to receive had the Granting Lender not
otherwise granted such SPC the option to provide any Loan to the Borrower. The
making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
any indemnity or similar payment obligation under this Agreement for which a
Lender would otherwise be liable so long as, and to the extent that, the related
Granting Lender provides such indemnity or makes such payment. In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against or join any other
person in instituting against such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. Notwithstanding the foregoing, the Granting Lender
unconditionally agrees to indemnify the Borrower, the Agent and each Lender
against all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be incurred by or asserted against the Borrower, the Agent
or such Lender, as the case may be, in any way relating to or arising as a
consequence of any such forbearance or delay in the initiation of any such
proceeding against its SPC. Each party hereto hereby acknowledges and agrees
that no SPC shall have the rights of a Lender hereunder, such rights being
retained by the applicable Granting Lender. Accordingly, and without limiting
the foregoing, each party hereby further acknowledges and agrees that no SPC
shall have any voting rights hereunder and that the voting rights attributable
to any Loan made by an SPC shall be exercised only by the relevant Granting
Lender and that each Granting Lender shall serve as the administrative agent and
attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all
payments made for the benefit of such SPC and take all actions hereunder to the

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extent, if any, such SPC shall have any rights hereunder. In addition,
notwithstanding anything to the contrary contained in this Agreement any SPC may
(i) with notice to, but without the prior written consent of any other party
hereto, assign all or a portion of its interest in any Loans to the Granting
Lender and (ii) disclose on a confidential basis any information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC. This Section may not
be amended without the prior written consent of each Granting Lender, all or any
part of whose Loan is being funded by an SPC at the time of such amendment.

      (f) Notwithstanding anything in this Section 12.06 to the contrary, any
Lender may assign and pledge its note issued pursuant to Section 2.05 to any
Federal Reserve Bank. No such assignment and/or pledge shall release the
assigning and/or pledging Lender from its obligations hereunder.

      (g) Notwithstanding any other provisions of this Section 12.06, no
transfer or assignment of the interests or obligations of any Lender or any
grant of participations therein shall be permitted if such transfer, assignment
or grant would require the Borrower to file a registration statement with the
SEC or to qualify the Loans under the "Blue Sky" laws of any state.

      SECTION 12.07. INVALIDITY.

      In the event that any one or more of the provisions contained in any of
the Loan Documents shall, for any reason, be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement or any other Loan
Document.

      SECTION 12.08. COUNTERPARTS.

      This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Agreement by signing any such counterpart.

      SECTION 12.09. REFERENCES.

      The words "herein", "hereof", "hereunder" and other words of similar
import when used in this Agreement refer to this Agreement as a whole, and not
to any particular Article, Section or Subsection. Any reference herein to a
Section shall be deemed to refer to the applicable Section of this Agreement
unless otherwise stated herein. Any reference herein to an Exhibit or Schedule
shall be deemed to refer to the applicable Exhibit or Schedule attached hereto
unless otherwise stated herein.

      SECTION 12.10. SURVIVAL.

      The obligations of the parties under Section 4.06, Article V, and Sections
11.05 and 12.03 shall survive the repayment of the Loans and the termination of
the Commitments. To the extent that any payments on the Debt hereunder or
proceeds of any collateral are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
debtor in possession, receiver or other Person under any bankruptcy law, common
law or

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<PAGE>

equitable cause, then to such extent, the Debt so satisfied shall be revived and
continue as if such payment or proceeds had not been received and the Agent's
and the Lenders' rights, powers and remedies under this Agreement and each other
Loan Document shall continue in full force and effect. In such event, each Loan
Document shall be automatically reinstated and the Borrower shall take such
action as may be reasonably requested by the Agent and the Lenders to effect
such reinstatement.

      SECTION 12.11. CAPTIONS.

      Captions and Section headings appearing herein are included solely for
convenience of reference and are not intended to affect the interpretation of
any provision of this Agreement.

      SECTION 12.12. NO ORAL AGREEMENTS.

      THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN
THE PARTIES AND SUPERSEDE ALL OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF. THE LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

      SECTION 12.13. GOVERNING LAW; SUBMISSION TO JURISDICTION.

      (a) THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND
ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICT OF
LAWS RULES THEREOF.

      (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS
SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH OF THE BORROWER, THE AGENT, THE GENERAL PARTNER AND EACH
LENDER HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS. EACH OF THE BORROWER, THE AGENT, THE GENERAL PARTNER AND EACH
LENDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION,
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO
JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE THE PARTIES FROM OBTAINING
JURISDICTION OVER OTHER PARTIES IN ANY COURT OTHERWISE HAVING JURISDICTION.

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      (c) THE BORROWER AND THE GENERAL PARTNER HEREBY IRREVOCABLY DESIGNATE CT
CORPORATION LOCATED AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS THE DESIGNEE,
APPOINTEE AND AGENT OF ITSELF TO RECEIVE, FOR AND ON BEHALF OF ITSELF, SERVICE
OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THE LOAN DOCUMENTS. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS
SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY OVERNIGHT COURIER TO THE
BORROWER AT ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW, BUT THE FAILURE OF
ANY OF THE BORROWER OR THE GENERAL PARTNER TO RECEIVE SUCH COPY SHALL NOT AFFECT
IN ANY WAY THE SERVICE OF SUCH PROCESS. THE BORROWER AND THE GENERAL PARTNER
FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.

      (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER OR ANY GUARANTOR IN ANY
OTHER JURISDICTION.

      (e) THE BORROWER, THE GENERAL PARTNER AND EACH LENDER HEREBY (i)
IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY
WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES;
(iii) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL
FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT
SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS, AND (iv) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED
IN THIS SECTION 12.13.

      SECTION 12.14. INTEREST.

      It is the intention of the parties hereto that each Lender shall conform
strictly to usury laws applicable to it. Accordingly, if the transactions
contemplated hereby would be usurious as to any Lender under laws applicable to
it (including the laws of the United States of America and the State of New York
or any other jurisdiction whose laws may be mandatorily applicable to such
Lender notwithstanding the other provisions of this Agreement), then, in that
event, notwithstanding anything to the contrary in any of the Loan Documents or
any agreement

                                       66
<PAGE>

entered into in connection with or as security for the Loans, it is agreed as
follows: (i) the aggregate of all consideration which constitutes interest under
law applicable to any Lender that is contracted for, taken, reserved, charged or
received by such Lender under any of the Loan Documents or agreements or
otherwise in connection with the Loans shall under no circumstances exceed the
maximum amount allowed by such applicable law, and any excess shall be canceled
automatically and if theretofore paid shall be credited by such Lender on the
principal amount of the Debt (or, to the extent that the principal amount of the
Debt shall have been or would thereby be paid in full, refunded by such Lender
to the Borrower); and (ii) in the event that the maturity of the Loans is
accelerated by reason of an election of the holder thereof resulting from any
Event of Default under this Agreement or otherwise, or in the event of any
required or permitted prepayment, then such consideration that constitutes
interest under law applicable to any Lender may never include more than the
maximum amount allowed by such applicable law, and excess interest, if any,
provided for in this Agreement or otherwise shall be canceled automatically by
such Lender as of the date of such acceleration or prepayment and, if
theretofore paid, shall be credited by such Lender on the principal amount of
the Debt (or, to the extent that the principal amount of the Debt shall have
been or would thereby be paid in full, refunded by such Lender to the Borrower).
All sums paid or agreed to be paid to any Lender for the use, forbearance or
detention of sums due hereunder shall, to the extent permitted by law applicable
to such Lender, be amortized, prorated, allocated and spread throughout the full
term of the Loans until payment in full so that the rate or amount of interest
on account of any Loans hereunder does not exceed the maximum amount allowed by
such applicable law. If at any time and from time to time (i) the amount of
interest payable to any Lender on any date shall be computed at the Highest
Lawful Rate applicable to such Lender pursuant to this Section 12.14 and (ii) in
respect of any subsequent interest computation period the amount of interest
otherwise payable to such Lender would be less than the amount of interest
payable to such Lender computed at the Highest Lawful Rate applicable to such
Lender, then the amount of interest payable to such Lender in respect of such
subsequent interest computation period shall continue to be computed at the
Highest Lawful Rate applicable to such Lender until the total amount of interest
payable to such Lender shall equal the total amount of interest which would have
been payable to such Lender if the total amount of interest had been computed
without giving effect to this Section 12.14.

      SECTION 12.15. CONFIDENTIALITY.

      In the event that the Borrower or any Guarantor provides to the Agent or
the Lenders written confidential information belonging to the Borrower or such
Guarantor, if the Borrower or such Guarantor shall denominate such information
in writing as "confidential", the Agent and the Lenders shall thereafter
maintain such information in confidence in accordance with the standards of care
and diligence that each utilizes in maintaining its own confidential
information. This obligation of confidence shall not apply to such portions of
the information which (i) are in the public domain, (ii) hereafter become part
of the public domain without the Agent or the Lenders breaching their obligation
of confidence to the Borrower and such Guarantor, (iii) are previously known by
the Agent or the Lenders from some source other than the Borrower or such
Guarantor, (iv) are hereafter developed by the Agent or the Lenders without
using the Borrower's or such Guarantor's information, (v) are hereafter obtained
by or available to the Agent or the Lenders from a third party who owes no
obligation of confidence to the Borrower or such Guarantor with respect to such
information or through any other means other than

                                       67
<PAGE>

through disclosure by the Borrower or such Guarantor, (vi) are disclosed with
the Borrower's or the Guarantor's consent, (vii) must be disclosed either
pursuant to any Governmental Requirement or to Persons regulating the activities
of the Agent, the Lenders or their Affiliates, (viii) as may be required by law
or regulation or order of any Governmental Authority in any judicial,
arbitration or governmental proceeding or to any Affiliate of the Agent or any
Lender on a confidential and need to know basis and (ix) as disclosed in
connection with any litigation related to this Agreement to which the Agent or
any Lender is a party. Further, except where prohibited by applicable law, the
Agent or a Lender may disclose any such information to any other Lender, any
independent petroleum engineers or consultants, any independent certified public
accountants, any legal counsel employed by such Person in connection with this
Agreement or any other Loan Document, including without limitation, the
enforcement or exercise of all rights and remedies thereunder, or any assignee
or participant (including prospective assignees and participants) in the Loans,
or any actual or proposed contractual counterparty (or its advisors) to any
securitization, hedging or other derivative transaction relating to the parties'
obligations hereunder; provided, however, that the Agent or the Lenders shall
receive a confidentiality agreement from the Person to whom such information is
disclosed such that said Person shall have the same obligation to maintain the
confidentiality of such information as is imposed upon the Agent or the Lenders
hereunder. Notwithstanding anything to the contrary provided herein, this
obligation of confidence shall cease three years from the date the information
was furnished, unless the Borrower and the Guarantors request in writing at
least 30 days prior to the expiration of such three year period, to maintain the
confidentiality of such information for an additional three year period. Each of
the Borrower and the Guarantors waives any and all other rights it may have to
confidentiality as against the Agent and the Lenders arising by contract,
agreement, statute or law except as expressly stated in this Section 12.15.

      SECTION 12.16. EXCULPATION PROVISIONS.

      EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH
NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS
FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS
AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS
CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN
ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT
RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF
THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH
LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE
VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE
OF SUCH PROVISION.

                                       68
<PAGE>

      SECTION 12.17. SEPARATENESS.

      The Lenders acknowledge that (i) the Lenders have advanced funds to the
Borrower in reliance upon the separateness of the Borrower and the General
Partner from each other and of the Borrower and the General Partner from any
other Persons, including BPL Acquisition L.P., and (ii) the Borrower has assets
and liabilities that are separate from those of other Persons, including BPL
Acquisition L.P. and the General Partner.

                  [remainder of page intentionally left blank]

                                       69
<PAGE>

      The parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.

BORROWER:                          BUCKEYE PARTNERS, L.P.

                                   By: Buckeye Pipe Line Company LLC, its
                                       general partner

                                       By /s/ Robert B. Wallace
                                          ____________________________________
                                              Name:  Robert B. Wallace
                                              Title: Senior VP Finance & CFO

                                   Address for Notices:

                                   5 Radnor Corporate Center
                                   Suite 500
                                   100 Matsonford Road
                                   Radnor, PA 19087
                                   Telecopier No.: 610/971-9296
                                   Telephone No.: 610/254-4600
                                   Attention: Senior Vice President, Finance

                    [SIGNATURE PAGE TO BRIDGE LOAN AGREEMENT]

<PAGE>

LENDER AND ADMINISTRATIVE
AGENT:                             SUNTRUST BANK

                                   By /s/ David H. Eidson
                                      Name: David H. Eidson
                                      Title: Senior Vice President

                                   Lending Office for Base Rate Loans and LIBOR
                                   Loans:

                                   303 Peachtree Street, N.E.
                                   Atlanta, Georgia  30308
                                   Telecopier No.:  404/724-3879
                                   Telephone No.:  404/532-0432
                                   Attention:  Agency Services

                                      With copies to:

                                   303 Peachtree Street, N.E.
                                   Atlanta, Georgia  30308
                                   Telecopier No.:  404/827-6270
                                   Telephone No.:  404/827-6735
                                   Attention:  David Edge

                                   Address for Notices:

                                   303 Peachtree Street, N.E.
                                   Atlanta, Georgia  30308
                                   Telecopier No.:  404/827-6270
                                   Telephone No.:  404/827-6735
                                   Attention:  David Edge

                                      With copies to:

                                   303 Peachtree Street, N.E.
                                   Atlanta, Georgia  30308
                                   Telecopier No.:  404/724-3879
                                   Telephone No.:  404/532-0432
                                   Attention:  Agency Services

                    [SIGNATURE PAGE TO BRIDGE LOAN AGREEMENT]

<PAGE>

LENDER:

                                   WACHOVIA BANK, NATIONAL ASSOCIATION

                                   By /s/ Russell T. Clingman
                                      Name: Russell T. Clingman
                                      Title: Director

                                   Lending Office for Base Rate Loans and LIBOR
                                   Loans:

                                   Wachovia Bank, National Association
                                   10 South Jefferson Street
                                   Roanoke, VA 24011
                                   Telecopier No.:  540-857-4635
                                   Telephone No.:  540-857-4515
                                   Attention:  Kathleen Hansen

                                   Address for Notices:

                                   Wachovia Bank, National Association
                                   2240 Butler Pike
                                   PA 5414
                                   Plymouth Meeting, PA 19462
                                   Telecopier No.:  610-941-3129
                                   Telephone No.:  610-941-3162
                                   Attention:  Carol Orellana

                    [SIGNATURE PAGE TO BRIDGE LOAN AGREEMENT]

<PAGE>

ANNEX I

                              BRIDGE LOAN AGREEMENT

                    LIST OF PERCENTAGE SHARES AND COMMITMENTS

<TABLE>
<CAPTION>
            Name of Lender                            Percentage Share                            Commitments
            --------------                            ----------------                            -----------
<S>                                                   <C>                                         <C>
SunTrust Bank                                             83.33333%                               $250,000,000

Wachovia Bank, National Association                       16.66667%                                 50,000,000
                                                         ---------                                ------------
TOTAL                                                    100.00000%                               $300,000,000
                                                         ---------                                ------------
</TABLE>

                                      I-1