**Exhibit10.1**

**FIRSTAMENDMENT TO CREDIT AGREEMENT**

**THISFIRST AMENDMENT TO CREDIT AGREEMENT**(this “***Amendment***”) is made and entered intoas of May 18, 2007, by and among BUCKEYE PARTNERS, L.P., a Delaware limitedpartnership (the “***Borrower***”), the Lenders (as definedbelow) party hereto, and SUNTRUST BANK, in its capacity as administrative agentfor the Lenders (the “***Administrative Agent***”).

**WITNESSETH:**

WHEREAS,the Borrower, the several banks and other financial institutions party thereto(collectively, the “***Lenders***”) and theAdministrative Agent are parties to that certain Credit Agreement, dated as ofNovember 13, 2006 (the “***Credit Agreement***”;capitalized terms used herein and not otherwise defined shall have the meaningsassigned to such terms in the Credit Agreement as amended hereby), pursuant towhich the Lenders have made certain financial accommodations available to theBorrower; and

WHEREAS,Carlyle/Riverstone BPL Holdings II, L.P. (“***Carlyle/Riverstone***”)and certain other parties entered into a Purchase Agreement, dated as of April3, 2007 (the “***Purchase Agreement***”),pursuant to which, among other things, Carlyle/Riverstone agreed to sell all ofits membership interests in the sole general partner of Buckeye GP HoldingsL.P. to BGH Holdings, LLC, a Delaware limited liability company (“***BGH Holdings***”); and

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

WHEREAS,absent an amendment to, or waiver under, the Credit Agreement, the BGH Closingwould constitute an Event of Default under the Credit Agreement; and

WHEREAS,the Borrower has requested that the Lenders and the Administrative Agent amendcertain provisions of the Credit Agreement, and subject to the terms andconditions hereof, the Lenders are willing to do so;

NOW,THEREFORE, for good and valuable consideration, the sufficiency and receipt ofall of which are acknowledged, the Borrower, the Lenders and the AdministrativeAgent agree as follows:

1.             **Amendments**.

(a)           Section 1.01 of the Credit Agreementis hereby amended by adding the following new definitions of “BGH Closing” “BGHHoldings”, and “Carlyle/Riverstone” in the appropriate alphabetical order andby replacing the definition of “Change of Control” in its entirety with thefollowing:

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“***BGH Closing***” shall mean theconsummation of the transactions contemplated by that certain PurchaseAgreement dated as of April 3, 2007, among Carlyle/Riverstone, BGH Holdings andcertain other parties, pursuant to which, among other things,Carlyle/Riverstone agreed to sell all of its membership interests in the solegeneral partner of Buckeye GP Holdings L.P. to BGH Holdings.

“***BGHHoldings***” shall mean BGH Holdings, LLC, a Delaware limitedliability company.

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

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

2.             **Conditions to Effectiveness of this Amendment.**Notwithstanding any other provision of this Amendment and without affectingin any manner the rights of the Lenders hereunder, it is understood and agreedthat this Amendment shall not become effective, and the Borrower shall have norights under this Amendment, until the Administrative Agent shall have received(i) reimbursement or payment of its costs and expenses incurred in connectionwith the preparation, execution and delivery of this Amendment, including, without limitation, the reasonablefees and out-of-pocket expenses of outside counsel for the Administrative Agentwith 

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respect thereto and (ii) executed counterpartsto this Amendment from the Borrower, the Guarantors and the Required Lenders.

3.             **Representations and Warranties.**  To induce the Lenders and the AdministrativeAgent to enter into this Amendment, each of the Borrower, the General Partnerand the Guarantors (collectively, the “Loan Parties”) hereby representsand warrants to the Lenders and the Administrative Agent that:

(a)           The execution and delivery by suchLoan Party of this Amendment and the performance of this Amendment and theCredit Agreement as amended hereby (i) are within such Loan Party’s powerand authority; (ii) have been duly authorized by all necessarypartnership, limited liability company, partner and/or member action;(iii) are not in contravention of any provision of such Loan Party’scertificate of formation, certificate of partnership, partnership agreement,operating agreement or other organizational documents; (iv) do not violateany law or regulation, or any order or decree of any Governmental Authority;(v) do not conflict with or result in the breach or termination of,constitute a default under or accelerate any performance required by, anyindenture, mortgage, deed of trust, lease, agreement or other instrument towhich such Loan Party or any of its Subsidiaries is a party or by which suchLoan Party or any such Subsidiary or any of their respective property is bound;(vi) do not result in the creation or imposition of any Lien upon any of theproperty of such Loan Party or any of its Subsidiaries; and (vii) do notrequire the consent or approval of any Governmental Authority or any otherPerson;

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

(c)           After giving effect to thisAmendment, the representations and warranties contained in the Credit Agreementand the other Loan Documents are true and correct in all material respects, andno Default or Event of Default has occurred and is continuing as of the datehereof.

4.             **Reaffirmations and Acknowledgments.**

EachGuarantor consents to the execution and delivery by the Borrower of thisAmendment and jointly and severally ratifies and confirms the terms of itsGuaranty with respect to the indebtedness now or hereafter outstanding underthe Credit Agreement as amended hereby and all promissory notes issuedthereunder. Each Guarantor acknowledges that, notwithstanding anything to thecontrary contained herein or in any other document evidencing any indebtednessof the Borrower to the Lenders or any other obligation of the Borrower, or anyactions now or hereafter taken by the Lenders with respect to any obligation ofthe Borrower, its Guaranty (i) is and shall continue to be a primary obligationof such Guarantor, (ii) is and shall continue to be an absolute, unconditional,joint and several, continuing and irrevocable guaranty of payment, and 

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(iii) is and shallcontinue to be in full force and effect in accordance with its terms.  Nothing contained herein to the contraryshall release, discharge, modify, change or affect the original liability ofthe Guarantors under the Guaranties.

5.             **Effect of Amendment**.  Except as set forth expressly herein,all terms of the Credit Agreement, as amended hereby, and the other LoanDocuments shall be and remain in full force and effect and shall constitute thelegal, valid, binding and enforceable obligations of the Borrower to theLenders and the Administrative Agent.  The execution, delivery and effectiveness ofthis Amendment shall not, except as expressly provided herein, operate as awaiver of any right, power or remedy of the Lenders under the Credit Agreement,nor constitute a waiver of any provision of the Credit Agreement.  This Amendment shall constitute a LoanDocument for all purposes of the Credit Agreement.

6.             **Governing Law.**  This Amendment shall be governed by, andconstrued in accordance with, the internal laws of the State of New York andall applicable federal laws of the United States of America.

7.             **No Novation.**  This Amendment is not intended by the partiesto be, and shall not be construed to be, a novation of the Credit Agreement oran accord and satisfaction in regard thereto.

8.             **Counterparts.**  This Amendment may be executed by one or moreof the parties hereto in any number of separate counterparts, each of whichshall be deemed an original and all of which, taken together, shall be deemedto constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimiletransmission or by electronic mail in pdf form shall be as effective asdelivery of a manually executed counterpart hereof.

9.             **Costs and Expenses**.  TheBorrower agrees to pay on demand all costs and expenses of the AdministrativeAgent in connection with the preparation, execution and delivery of thisAmendment, including, without limitation, the reasonable fees and out-of-pocketexpenses of outside counsel for the Administrative Agent with respect thereto.

10.           **Binding Nature.**  This Amendment shall be binding upon andinure to the benefit of the parties hereto, their respective successors,successors-in-titles, and assigns.

11.           **Entire Understanding.**  This Amendment sets forth the entireunderstanding of the parties with respect to the matters set forth herein, andshall supersede any prior negotia­tions or agreements, whether written or oral,with respect thereto.

[*Signature Pages To Follow*]

 

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be dulyexecuted by their respective authorized officers as of the day and year firstabove written.
| BORROWER: |   | BUCKEYE PARTNERS, L.P.                   |
|-----------|--------|------------------------------------------|
|      |   |                                     |
|      |   | By:                                      | Buckeye GP LLC, its general partner |
|      |   |                                     |
|      |   | By:                                      |   |
|      |   |   Name:                        |   |
|      |   |    Title:                 |   |
|      |   |                                     |   |
|      |   | GUARANTORS:*** ***BUCKEYE PIPE LINE |
|      |   | COMPANY, L.P.                            |
|      |   |                                     |
|      |   | By                                       | MAINLINE L.P. |
|      |   |                                     | its General Partner |
|      |   |                                     |
|      |   |                                     | By | MAINLINE GP, INC. |
|      |   |                                     |   | its General Partner |
|      |   |                                     |
|      |   |                                     | By |   |
|      |   |                                     |   | Name: |
|      |   |                                     |   | Title: |
|      |   |                                     |
|      |   | BUCKEYE PIPE LINE HOLDINGS, L.P.         |
|      |   |                                     |
|      |   | By                                       | MAINLINE L.P. |
|      |   |                                     | its General Partner |
|      |   |                                     |
|      |   |                                     | By | MAINLINE GP, INC. |
|      |   |                                     |   | its General Partner |
|      |   |                                     |
|      |   |                                     | By |   |
|      |   |                                     |   | Name: |
|      |   |                                     |   | Title: |
|      |   |                                     |
|      |   | BUCKEYE GULF COAST HOLDINGS I, LLC       |
|      |   |                                     |
|      |   |                                     | By |   |
|      |   |                                     |   | Name: |
|      |   |                                     |   | Title: |
|      |   |                                     |
|           |        |                                          |  |  |  |  |  |  |

 

**[SIGNATURE PAGE TO FIRSTAMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

 

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|        |   |                                |
|--------|--------|-------------------------------------|
|   |   | BUCKEYE GULF COAST HOLDINGS II, LLC |
|   |   |                                |
|   |   |                                | By |   |
|   |   |                                |   | Name: |
|   |   |                                |   | Title: |
|   |   |                                |
|   |   | BUCKEYE GULF COAST PIPE LINES, L.P. |
|   |   |                                |
|   |   | By                                  | BUCKEYE GULF COAST HOLDINGS I,LLC |
|   |   |                                | its General Partner |
|   |   |                                |
|   |   |                                | By |   |
|   |   |                                |   | Name: |
|   |   |                                |   | Title: |
|   |   |                                |
|   |   | BUCKEYE TERMINALS, LLC              |
|   |   |                                |
|   |   |                                | By |   |
|   |   |                                |   | Name: |
|   |   |                                |   | Title: |
|   |   |                                |
|   |   | NORCO PIPE LINE COMPANY, LLC        |
|   |   |                                |
|   |   |                                | By |   |
|   |   |                                |   | Name: |
|   |   |                                |   | Title: |
|   |   |                                |
|   |   | EVERGLADES PIPE LINE COMPANY, L.P.  |
|   |   |                                |
|   |   | By                                  | MAINLINE L.P. |
|   |   |                                | its General Partner |
|   |   |                                |
|   |   |                                | By | MAINLINE GP, INC. |
|   |   |                                |   | its General Partner |
|   |   |                                |
|   |   |                                | By |   |
|   |   |                                |   | Name: |
|   |   |                                |   | Title: |
|   |   |                                |
|        |        |                                     |  |  |  |  |  |  |  |

 

**[SIGNATURE PAGE TO FIRSTAMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

 

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|        |   |                                  |
|--------|--------|---------------------------------------|
|   |   | LAUREL PIPE LINE COMPANY, L.P.        |
|   |   |                                  |
|   |   | By                                    | MAINLINE L.P. |
|   |   |                                  | its General Partner |
|   |   |                                  |
|   |   |                                  | By | MAINLINE GP, INC. |
|   |   |                                  |   | its General Partner |
|   |   |                                  |
|   |   |                                  | By |   |
|   |   |                                  |   | Name: |
|   |   |                                  |   | Title: |
|   |   |                                  |
|   |   | WOOD RIVER PIPE LINES LLC             |
|   |   |                                  |
|   |   |                                  | By |   |
|   |   |                                  |   | Name: |
|   |   |                                  |   | Title: |
|   |   |                                  |
|   |   | BUCKEYE PIPE LINE TRANSPORTATION LLC  |
|   |   |                                  |
|   |   |                                  | By |   |
|   |   |                                  |   | Name: |
|   |   |                                  |   | Title: |
|   |   |                                  |
|   |   | BUCKEYE TEXAS PIPE LINE COMPANY, L.P. |
|   |   |                                  |
|   |   | By                                    | BUCKEYE GULF COAST HOLDINGS I, LLC |
|   |   |                                  | its General Partner |
|   |   |                                  |
|   |   |                                  | By |   |
|   |   |                                  |   | Name: |
|   |   |                                  |   | Title: |
|   |   |                                  |
|   |   | BUCKEYE NGL PIPE LINES LLC            |
|   |   |                                  |
|   |   |                                  | By |   |
|   |   |                                  |   | Name: |
|   |   |                                  |   | Title: |
|   |   |                                  |
|   |   | FERRYSBURG TERMINAL, LLC              |
|   |   |                                  |
|   |   |                                  | By |   |
|   |   |                                  |   | Name: |
|   |   |                                  |   | Title: |
|   |   |                                  |
|        |        |                                       |  |  |  |  |  |  |  |  |

 

**[SIGNATURE PAGE TO FIRSTAMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

 

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|                      |   |          |
|----------------------|--------|---------------|
| LENDER, ISSUING BANK |   |          |
| AND AGENT:           |   | SUNTRUST BANK |
|                 |   |          |
|                 |   | By:           |   |
|                 |   |          | Name: |   |
|                 |   |          | Title: |   |
|                 |   |          |

 

**[SIGNATUREPAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | BANK OF AMERICA, N.A. |
|--------|--------|-----------------------|
|   |   |                  |
|   |   | By:                   |   |   |
|   |   |                  | Name: |   |
|   |   |                  | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | CITIBANK, N.A. |
|--------|--------|----------------|
|   |   |           |
|   |   | By:            |   |   |
|   |   |           | Name: |   |
|   |   |           | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | BNP PARIBAS |
|--------|--------|-------------|
|   |   |        |
|   |   | By:         |   |   |
|   |   |        | Name: |   |
|   |   |        | Title: |   |

 
|        |   | BNP PARIBAS |
|--------|--------|-------------|
|   |   |        |
|   |   | By:         |   |   |
|   |   |        | Name: |   |
|   |   |        | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | JPMORGAN CHASE BANK, N.A. |
|--------|--------|---------------------------|
|   |   |                      |
|   |   | By:                       |   |   |
|   |   |                      | Name: |   |
|   |   |                      | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | WACHOVIA BANK, NATIONAL  ASSOCIATION |
|--------|--------|--------------------------------------|
|   |   |                                 |
|   |   | By:                                  |   |   |
|   |   |                                 | Name: |   |
|   |   |                                 | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | DEUTSCHE BANK AG NEW YORK BRANCH |
|--------|--------|----------------------------------|
|   |   |                             |
|   |   | By:                              |   |   |
|   |   |                             | Name: |   |
|   |   |                             | Title: |   |

 
|        |   |   |
|--------|--------|--------|
|   |   | By:    |   |   |
|   |   |   | Name: |   |
|   |   |   | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | THE ROYAL BANK OF SCOTLAND  plc |
|--------|--------|---------------------------------|
|   |   |                            |
|   |   | By:                             |   |   |
|   |   |                            | Name: |   |
|   |   |                            | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | ROYAL BANK OF CANADA |
|--------|--------|----------------------|
|   |   |                 |
|   |   | By:                  |   |   |
|   |   |                 | Name: |   |
|   |   |                 | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | BANK OF TOKYO-MITSUBISHI UFJ, LTD.,  HOUSTON AGENCY |
|--------|--------|-----------------------------------------------------|
|   |   |                                                |
|   |   | By:                                                 |   |   |
|   |   |                                                | Name: |   |
|   |   |                                                | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | MORGAN STANLEY BANK |
|--------|--------|---------------------|
|   |   |                |
|   |   | By:                 |   |   |
|   |   |                | Name: |   |
|   |   |                | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | WELLS FARGO BANK, N.A. |
|--------|--------|------------------------|
|   |   |                   |
|   |   | By:                    |   |   |
|   |   |                   | Name: |   |
|   |   |                   | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | UBS LOAN FINANCE LLC |
|--------|--------|----------------------|
|   |   |                 |
|   |   | By:                  |   |   |
|   |   |                 | Name: |   |
|   |   |                 | Title: |   |

 
|        |   |   |
|--------|--------|--------|
|   |   | By:    |   |   |
|   |   |   | Name: |   |
|   |   |   | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | MERRILL LYNCH BANK USA |
|--------|--------|------------------------|
|   |   |                   |
|   |   | By:                    |   |   |
|   |   |                   | Name: |   |
|   |   |                   | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | WILLIAM STREET CREDIT  CORPORATION |
|--------|--------|------------------------------------|
|   |   |                               |
|   |   | By:                                |   |   |
|   |   |                               | Name: |   |
|   |   |                               | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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|        |   | LEHMAN BROTHERS BANK, FSB |
|--------|--------|---------------------------|
|   |   |                      |
|   |   | By:                       |   |   |
|   |   |                      | Name: |   |
|   |   |                      | Title: |   |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TOBUCKEYE PARTNERS, L.P. CREDIT AGREEMENT]**

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