**Exhibit 10.1**

 

**SECOND AMENDMENT TO CREDIT AGREEMENT**

 

**THIS SECOND AMENDMENT TO CREDIT AGREEMENT**(this“***Second Amendment***”) is made andentered into as of August 24, 2007, by and among BUCKEYE PARTNERS, L.P., aDelaware limited partnership (the “***Borrower***”),the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its capacityas administrative agent for the Lenders (the “***AdministrativeAgent***”).

 

**WITNESSETH:**

 

WHEREAS, the Borrower, the several banks and other financialinstitutions party thereto (collectively, the “***Lenders***”)and the Administrative Agent are parties to that certain Credit Agreement,dated as of November 13, 2006 (as amended, supplemented and modified from timeto time, 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, Buckeye Gas Storage LLC, a Delaware limited liability companyand a Restricted Subsidiary of the Borrower (“***BGS***”),and certain other parties entered into a Purchase Agreement, dated as of July24, 2007 (the “***Purchase Agreement***”),pursuant to which, among other things, BGS agreed to purchase the membershipinterests of Lodi Gas Storage, L.L.C., a Delaware limited liability company (“***Lodi***”); and

 

WHEREAS, the closing under the Purchase Agreement (the “***Lodi Closing***”) is subject to, amongother things, the satisfaction of certain conditions set forth in the PurchaseAgreement; and

 

WHEREAS, because Lodi and its Subsidiaries have incurred securedindebtedness that will not be paid off at the Lodi Closing, absent an amendmentto, or waiver under, the Credit Agreement, the consummation of Lodi Closingwould constitute an Event of Default under the Credit Agreement; and

 

WHEREAS, the Borrower has requested that the Lenders and theAdministrative Agent amend certain provisions of the Credit Agreement, andsubject to the terms and conditions hereof, the Lenders are willing to do so;

 

NOW, THEREFORE, for good and valuable consideration, the sufficiencyand receipt of all of which are acknowledged, the Borrower, the Lenders and theAdministrative Agent agree as follows:

 

1.             **Amendments**.

 

(a)           Section 1.01 of theCredit Agreement is hereby amended by adding the following new definitions of“BGS,” “Lodi”, “Lodi Closing” and “Second Amendment Closing Date” in the

 

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appropriate alphabetical order and by replacing the definitions of“EBITDA,” “Fee Letters,” “Restricted Subsidiary”, and “Termination Date” intheir entirety with the following:

 

“***BGS***” shall mean Buckeye Gas StorageLLC, a Delaware limited liability company and a Restricted Subsidiary of theBorrower.

 

“***EBITDA***” shall mean,for any Person for any period commencing before October 1, 2006, the sum of (i)Consolidated Net Income of such Person and its Consolidated Subsidiaries forsuch period plus (ii) the following expenses or charges to the extent deductedfrom Consolidated Net Income for such period: interest, taxes, depreciation, depletion, amortization and GP IncentiveCompensation Payments plus (iii) with respect to the Borrower and itsConsolidated Subsidiaries, Material Project EBITDA Adjustments, if any, of theBorrower and its Consolidated Subsidiaries. EBITDA shall mean, for any Personfor any period commencing on or after October 1, 2006, the sum of (i)Consolidated Net Income of such Person and its Consolidated Subsidiaries forsuch period plus (ii) the following expenses or charges to the extent deductedfrom Consolidated Net Income for such period: interest, taxes, depreciation, depletion and amortization plus (iii)with respect to the Borrower and its Consolidated Subsidiaries, MaterialProject EBITDA Adjustments, if any, of the Borrower and its ConsolidatedSubsidiaries. With respect to the Borrower, if during any period the Borroweror any Subsidiary acquires any Person and such acquired Person becomes aRestricted Subsidiary, or the Borrower or a Restricted Subsidiary acquires allor substantially all of the assets of any Person, the EBITDA attributable tosuch Person or assets for such period determined on a pro forma basis (asreasonably diligenced by  the Borrower)may be included in EBITDA for the calculation of the Funded Debt Ratio. Fromand after the Lodi Closing, EBITDA shall include, as a positive amount, theamount, if any, by which the accounting expense associated with any groundlease obligations of Lodi and its Subsidiaries exceeds the cash expenditurespayable with respect to such lease obligations.

 

“***Fee Letters***” shall mean (i) thatcertain letter agreement among SunTrust Capital Markets, Inc., SunTrust and theBorrower, dated August 1, 2007 and (ii) that certain letter agreement amongWachovia Capital Markets, Inc., Wachovia Bank, National Association and theBorrower, dated July    , 2007, in each case as the same may beamended or replaced from time to time, concerning certain fees in connectionwith this Agreement and any agreements or instruments executed in connectionherewith.

 

“***LodiClosing***” shall mean the consummation of the transactions contemplated by that certainPurchase Agreement dated as of July 24, 2007, among BGS and certain otherparties, pursuant to which, among other things, BGS agreed to purchase all ofthe membership interests in Lodi.

 

“***Lodi***” shallmean Lodi Gas Storage, L.L.C., a Delaware limited liability company.

 

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“***Restricted Subsidiary***”shall mean those Persons listed on Exhibit D-1 and any Subsidiary of theBorrower or of any Restricted Subsidiary that has not been designated by theBorrower, within 30 days after its creation or acquisition, as an UnrestrictedSubsidiary. The Borrower may thereafter redesignate an Unrestricted Subsidiaryas a Restricted Subsidiary, and it will thereafter be a Restricted Subsidiary;provided, that such Restricted Subsidiary may not thereafter be redesignated asan Unrestricted Subsidiary, and provided, further, that no Subsidiary may bedesignated as an Unrestricted Subsidiary at any time other than within 30 daysafter its creation or acquisition. Each Restricted Subsidiary (other thanLaurel Pipe Line Company, L.P., WesPac Pipelines-Reno, LLC and BGS) inexistence prior to the Second Amendment Closing Date shall have executed aGuaranty. To qualify as a Restricted Subsidiary, each other UnrestrictedSubsidiary designated by the Borrower as a Restricted Subsidiary shall be in aline of business as is permitted for the Borrower under the BorrowerPartnership Agreement, and at the time such Subsidiary is designated as aRestricted Subsidiary no Default shall exist or result from such designation.

 

“***Second Amendment ClosingDate***” shall mean August 24, 2007.

 

“***Termination Date***”shall mean shall mean the earlier to occurof (i) the fifth anniversary of the Second Amendment Closing Date, or, if theBorrower has requested an extension of the Termination Date pursuant to Section2.11, the first anniversary of the then applicable Extension EffectiveDate, and (ii) the date that theRevolving Credit Commitments are terminated pursuant to Section 2.03(a) or10.02;*provided*, *however,*that the Termination Date of any Lender that is a Declining Lender with respectto any requested extension pursuant to Section 2.11 shall be the earlier of (x)the Termination Date in effect immediately prior to such extension and (y) thedate on which the Revolving Credit Commitments are terminated pursuant toSection 2.03(a) or 10.02.

 

(b) Section 2.03 of the Credit Agreement is herebyamended by replacing Subsection (c)(i) with the following Subsection (c)(i):

 

### (i) So long as no Event of Default has occurredand is continuing both on the date of such request and on the effective date ofsuch increase, from time to time after the Closing Date, Borrower may, upon atleast 30 days’ written notice to the Agent, who shall promptly notify theLenders, propose to increase the Aggregate Revolving Credit Commitment by anamount not to exceed $200,000,000 less the principal amounts of any commitmentsprovided on the Closing Date in excess of $600,000,000 (the amount of any suchincrease, the *“**AdditionalRevolving Credit Commitment Amount**”*). Each Lender shallhave the right for a period of 15 days following receipt of such notice, toelect by written notice to the Borrower and the Agent to increase its RevolvingCredit Commitment by a principal amount equal to or less than its PercentageShare of the Additional Revolving Credit Commitment Amount. No Lender (or anysuccessor thereto) shall have any obligation to increase its Revolving CreditCommitment or its other obligations under this Agreement and the other LoanDocuments, and any decision by a

 

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### Lender to increase its Revolving Credit Commitment shall be made in itssole discretion independently from any other Lender.

###  

(c)           Section2.11 of the Credit Agreement is hereby amended by replacing the first sentenceof such section in its entirety with the following sentence:

 

From time to time, but atleast 45 days prior to the scheduled Termination Date then in effect, theBorrower may (but in no event more than once per calendar year or twice in theaggregate during the term of this Agreement), by written notice to the Agent,request that the scheduled Termination Date then in effect be extended for atwelve-month period, effective as of a date selected by the Borrower (the “***Extension Effective Date***”); theExtension Effective Date shall be at least 45 days, but not more than 60 days,after the date such extension request is received by the Agent (the “***Extension Request Date***”).

 

(d)           Sections8.04, 8.10 and 9.19 of the Credit Agreement are hereby deleted in theirentirety.

 

(e)           Section9.01 of the Credit Agreement is hereby amended deleting the word “and” from theend of Subsection (g), by replacing Subsection (h) with the followingSubsection (h) and by adding the following Subsection (i) to such Section:

 

### (h) Other unsecured Debt of theBorrower and the Restricted Subsidiaries so long as at the time such Debt isincurred, and after giving pro forma effect to the incurrence and applicationsof the proceeds thereof, the Borrower shall be in pro forma compliance with thefinancial covenants contained in Section 9.12 and no Default or Event ofDefault shall have occurred and be continuing and provided that no RestrictedSubsidiary which is not also a Guarantor shall incur third-party debt in excessof $25,000,000 in the aggregate; and

###  

(i) From and after theLodi Closing, Debt of Lodi and its Subsidiaries (the “***LodiDebt***”); provided that such Debt will be repaid within 15Business Days of the Lodi Closing.

 

(f)            Section9.02 of the Credit Agreement is hereby amended deleting the word “and” from theend of Subsection (c), by removing the period and inserting the word “and” atthe end of Subsection (d) and by adding the following Subsection (e) to suchSection:

 

(e) Liens securing theLodi Debt; provided that such Liens are terminated within 15 Business Days ofthe Lodi Closing.

 

(g) Section 9.12 of the Credit Agreement is herebyamended by replacing such section in its entirety with the following:

 

## SECTION 9.12 Funded Debt Ratio.

##  

The Borrowerwill not permit the Funded Debt Ratio as of the end of any fiscal quarter to begreater than 5.00 to 1.00 (the *“**RequiredThreshold**”*),

 

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*provided,however*, that for a period of up to three consecutivequarters within any twelve-month period, the Funded Debt Ratio may exceed theRequired Threshold for such period (an *“**IncreasedFunded Debt Ratio Period**”*) as a result of anyacquisitions consummated by the Borrower or any Restricted Subsidiary duringsuch Increased Funded Debt Ratio Period with an aggregate purchase price inexcess of $25,000,000, but shall in no event exceed 5.50 to 1.00 during suchIncreased Funded Debt Ratio Period; *provided, further,*that no Increased Funded Debt Ratio Period shall occur sooner than twoconsecutive quarters after the end of any other Increased Funded Debt RatioPeriod.

 

(h) Annex I of the Credit Agreement is hereby amendedby replacing such Annex in its entirety with the Annex I attached hereto asExhibit A.

 

(i) Exhibit D-1 of the Credit Agreement is herebyamended by replacing such Exhibit in its entirety with the Exhibit D-1 attachedhereto as Exhibit B.

 

(j) Schedule 9.03 of the Credit Agreement is herebyamended by replacing such Schedule in its entirety with the Schedule 9.03attached hereto as Exhibit C.

 

2.             **Release from Guaranty.**Laurel PipeLine Company, L.P. is hereby released from all Obligations, whether past,present or future, including its Contribution Obligation (as such term isdefined in the Guaranty) under that certain Guaranty dated on or about January30, 2007 (the “***Laurel Guaranty***”) by certainSubsidiaries of the Borrower in favor of the Administrative Agent for theLenders. The effective date of the release shall be the date on which thisSecond Amendment becomes effective. Notwithstanding the foregoing release,Laurel Pipe Line Company, L.P. shall continue to be deemed to be a RestrictedSubsidiary.

 

3.             **Conditions to Effectiveness of this SecondAmendment.**Notwithstanding any other provision of this SecondAmendment and without affecting in any manner the rights of the Lendershereunder, it is understood and agreed that this Second Amendment shall notbecome effective, and the Borrower shall have no rights under this SecondAmendment, until the Administrative Agent shall have received (i) reimbursementor payment of its costs and expenses incurred in connection with thepreparation, execution and delivery of this Second Amendment, including allfees set forth in the Fee Letters on the dates and to the parties specifiedtherein, and including, without limitation, the reasonable fees andout-of-pocket expenses of outside counsel for the Administrative Agent withrespect thereto, (ii) executed counterparts to this Second Amendment from theBorrower, the Guarantors and the Required Lenders as well as additionalpromissory notes, and other loan documents as the Administrative Agent mayreasonably request, (iii) delivery of certified copies of organizationaldocuments, including bylaws, authorizing resolutions of board of directors, andincumbency certificates for the Borrower, (iv) receipt of certified copies ofall consents, approvals, authorizations, registrations, or filings required tobe made or obtained by the Borrower in connection with the loan documents and(v) receipt of favorable opinion of counsel for the Borrower and eachGuarantor.

 

4.             **Representations and Warranties.**Toinduce the Lenders and the Administrative Agent to enter into this SecondAmendment, each of the Borrower, the General Partner and the

 

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Guarantors (collectively, the “Loan Parties”) hereby representsand warrants to the Lenders and the Administrative Agent that:

 

(a)           The execution anddelivery by such Loan Party of this Second Amendment and the performance ofthis Second Amendment and the Credit Agreement as amended hereby (i) arewithin such Loan Party’s power and authority; (ii) have been dulyauthorized by all necessary partnership, limited liability company, partnerand/or member action; (iii) are not in contravention of any provision ofsuch Loan Party’s certificate of formation, certificate of partnership,partnership agreement, operating agreement or other organizational documents;(iv) do not violate any law or regulation, or any order or decree of anyGovernmental Authority; (v) do not conflict with or result in the breachor termination of, constitute a default under or accelerate any performancerequired by, any indenture, mortgage, deed of trust, lease, agreement or otherinstrument to which such Loan Party or any of its Subsidiaries is a party or bywhich such Loan Party or any such Subsidiary or any of their respectiveproperty is bound; (vi) do not result in the creation or imposition of any Lienupon any of the property of such Loan Party or any of its Subsidiaries; and(vii) do not require the consent or approval of any Governmental Authorityor any other Person;

 

(b)           This SecondAmendment has been duly executed and delivered for the benefit of or on behalfof each Loan Party and constitutes a legal, valid and binding obligation ofeach Loan Party, enforceable against such Loan Party in accordance with itsterms except as the enforceability hereof may be limited by bankruptcy,insolvency, reorganization, fraudulent conveyance, moratorium and other similarlaws of general application relating to or affecting creditors’ rights andgeneral principles of equity; and

 

(c)           After giving effectto this Second Amendment, the representations and warranties contained in theCredit Agreement and the other Loan Documents are true and correct in allmaterial respects, and no Default or Event of Default has occurred and iscontinuing as of the Second Amendment Closing Date.

 

5.             **Reaffirmations and Acknowledgments.**

 

Except with respect to the Laurel Guaranty which is being terminated asprovided in Section 2 of this Second Amendment, each Guarantor consents to theexecution and delivery by the Borrower of this Second Amendment and jointly andseverally ratifies and confirms the terms of its Guaranty with respect to theindebtedness now or hereafter outstanding under the Credit Agreement as amendedhereby and all promissory notes issued thereunder. Except with respect to theLaurel Guaranty which is being terminated as provided in Section 2 of thisSecond Amendment, each Guarantor acknowledges that, notwithstanding anything tothe contrary contained herein or in any other document evidencing anyindebtedness of the Borrower to the Lenders or any other obligation of theBorrower, or any actions now or hereafter taken by the Lenders with respect toany obligation of the Borrower, its Guaranty (i) is and shall continue to be aprimary obligation of such Guarantor, (ii) is and shall continue to be anabsolute, unconditional, joint and several, continuing and irrevocable guarantyof payment, and (iii) is and shall continue to be in full force and effect inaccordance with its terms. Except as set forth in

 

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Section 2 of this Second Amendment, nothing contained herein to thecontrary shall release, discharge, modify, change or affect the originalliability of the Guarantors under the Guaranties.

 

6.             **Effect of Amendment**. Except as setforth expressly herein, all terms of the Credit Agreement, as amended hereby,and the other Loan Documents shall be and remain in full force and effect andshall constitute the legal, valid, binding and enforceable obligations of theBorrower to the Lenders and the Administrative Agent. The execution, deliveryand effectiveness of this Second Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of the Lendersunder the Credit Agreement, nor constitute a waiver of any provision of theCredit Agreement. This Second Amendment shall constitute a Loan Document forall purposes of the Credit Agreement.

 

7.             **Governing Law.**This SecondAmendment shall be governed by, and construed in accordance with, the internallaws of the State of New York and all applicable federal laws of the UnitedStates of America.

 

8.             **No Novation.**This Second Amendmentis not intended by the parties to be, and shall not be construed to be, anovation of the Credit Agreement or an accord and satisfaction in regardthereto.

 

9.             **Counterparts.**This Second Amendmentmay be executed by one or more of the parties hereto in any number of separatecounterparts, each of which shall be deemed an original and all of which, takentogether, shall be deemed to constitute one and the same instrument. Deliveryof an executed counterpart of this Second Amendment by facsimile transmissionor by electronic mail in pdf form shall be as effective as delivery of amanually executed counterpart hereof.

 

10.           **Costs andExpenses**. The Borrower agrees to pay on demand all reasonablecosts and expenses of the Administrative Agent in connection with thepreparation, execution and delivery of this Second Amendment, including,without limitation, the reasonable fees and out-of-pocket expenses of outsidecounsel for the Administrative Agent with respect thereto.

 

11.           **BindingNature.**This Second Amendment shall be binding upon and inure tothe benefit of the parties hereto, their respective successors,successors-in-titles, and assigns.

 

12.           **EntireUnderstanding.**This Second 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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IN WITNESS WHEREOF, the parties hereto have caused this SecondAmendment to be duly executed by their respective authorized officers as of theday and year first above written.

 
| BORROWER: |   |   | BUCKEYE PARTNERS, L.P.                                     |
|-----------|--------|--------|------------------------------------------------------------|
|      |   |   |                                                       |   |   |   |
|      |   |   | By:                                                        | Buckeye GP LLC, its general partner |
|      |   |   |                                                       |   |   |   |
|      |   |   |                                                       |   |   |   |
|      |   |   | By:                                                        | /s/ VANCE POWERS |
|      |   |   |                                                       | Name: | Vance Powers |
|      |   |   |                                                       | Title: | Acting Chief Financial Officer |
|      |   |   |                                                       |   |   |   |
|      |   |   |                                                       |   |   |   |
|      |   |   | GUARANTORS: BUCKEYE PIPE LINE COMPANY, |
|      |   |   | L.P.                                                       |
|      |   |   |                                                       |   |   |   |
|      |   |   | By                                                         | MAINLINE L.P. |
|      |   |   |                                                       | its General Partner |
|      |   |   |                                                       |   |   |   |
|      |   |   |                                                       | By | MAINLINE GP, INC. |
|      |   |   |                                                       |   | its General Partner |
|      |   |   |                                                       |   |   |   |
|      |   |   |                                                       | By: | /s/ VANCE POWERS |
|      |   |   |                                                       |   | Name: | Vance Powers |
|      |   |   |                                                       |   | Title: | Acting Chief Financial Officer |
|      |   |   |                                                       |   |   |   |
|      |   |   | BUCKEYE PIPE LINE HOLDINGS, L.P.                           |
|      |   |   |                                                       |   |   |   |
|      |   |   | By                                                         | MAINLINE L.P. |
|      |   |   |                                                       | its General Partner |
|      |   |   |                                                       |   |   |   |
|      |   |   |                                                       | By | MAINLINE GP, INC. |
|      |   |   |                                                       |   | its General Partner |
|      |   |   |                                                       |   |   |   |
|      |   |   |                                                       | By: | /s/ VANCE POWERS |
|      |   |   |                                                       |   | Name: | Vance Powers |
|      |   |   |                                                       |   | Title: | Acting Chief Financial Officer |
|      |   |   |                                                       |   |   |   |
|      |   |   | BUCKEYE GULF COAST HOLDINGS I, LLC                         |
|      |   |   |                                                       |   |   |   |
|      |   |   |                                                       | By: | /s/ VANCE POWERS |
|      |   |   |                                                       |   | Name: | Vance Powers |
|      |   |   |                                                       |   | Title: | Acting Chief Financial Officer |
|           |        |        |                                                            |  |  |  |  |  |  |

 

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|   |   | BUCKEYE GULF COAST HOLDINGS II, LLC |
|--------|--------|-------------------------------------|
|   |   |                                |   |   |   |   |   |   |
|   |   |                                |   | By: |   | /s/ VANCE POWERS |
|   |   |                                |   |   |   | Name: |   | Vance Powers |
|   |   |                                |   |   |   | Title: |   | Acting Chief Financial Officer |
|   |   |                                |   |   |   |   |   |   |
|   |   | BUCKEYE GULF COAST PIPE LINES, L.P. |
|   |   |                                |   |   |   |   |   |   |
|   |   | By                                  |   | BUCKEYE GULF COAST HOLDINGS I,LLC |
|   |   |                                |   | its General Partner |
|   |   |                                |   |   |   |   |   |   |
|   |   |                                |   | By: |   | /s/ VANCE POWERS |
|   |   |                                |   |   |   | Name: |   | Vance Powers |
|   |   |                                |   |   |   | Title: |   | Acting Chief Financial Officer |
|   |   |                                |   |   |   |   |   |   |
|   |   | BUCKEYE TERMINALS, LLC              |
|   |   |                                |   |   |   |   |   |   |
|   |   |                                |   | By: |   | /s/ VANCE POWERS |
|   |   |                                |   |   |   | Name: |   | Vance Powers |
|   |   |                                |   |   |   | Title: |   | Acting Chief Financial Officer |
|   |   |                                |   |   |   |   |   |   |
|   |   | NORCO PIPE LINE COMPANY, LLC        |
|   |   |                                |   |   |   |   |   |   |
|   |   |                                |   | By: |   | /s/ VANCE POWERS |
|   |   |                                |   |   |   | Name: |   | Vance Powers |
|   |   |                                |   |   |   | Title: |   | Acting Chief Financial Officer |
|   |   |                                |   |   |   |   |   |   |
|   |   | EVERGLADES PIPE LINE COMPANY, L.P.  |
|   |   |                                |   |   |   |   |   |   |
|   |   | By                                  |   | MAINLINE L.P. |
|   |   |                                |   | its General Partner |
|   |   |                                |   |   |   |   |   |   |
|   |   |                                |   | By |   | MAINLINE GP, INC. |
|   |   |                                |   |   |   | its General Partner |
|   |   |                                |   |   |   |   |   |   |
|   |   |                                |   | By: |   | /s/ VANCE POWERS |
|   |   |                                |   |   |   | Name: |   | Vance Powers |
|   |   |                                |   |   |   | Title: |   | Acting Chief Financial Officer |
|   |   |                                |   |   |   |   |   |   |

 

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|                   |   | WOOD RIVER PIPE LINES LLC             |
|------------------------|--------|---------------------------------------|
|                   |   |                                  |   |   |   |   |   |   |
|                   |   |                                  |   | By: |   | /s/ VANCE POWERS |
|                   |   |                                  |   |   |   | Name: |   | Vance Powers |
|                   |   |                                  |   |   |   | Title: |   | Acting Chief Financial Officer |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   | BUCKEYE PIPE LINE TRANSPORTATION LLC  |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   |                                  |   | By: |   | /s/ VANCE POWERS |
|                   |   |                                  |   |   |   | Name: |   | Vance Powers |
|                   |   |                                  |   |   |   | Title: |   | Acting Chief Financial Officer |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   | BUCKEYE TEXAS PIPE LINE COMPANY, L.P. |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   | By                                    |   | BUCKEYE GULF COAST HOLDINGS I, LLC |
|                   |   |                                  |   | its General Partner |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   |                                  |   | By: |   | /s/ VANCE POWERS |
|                   |   |                                  |   |   |   | Name: |   | Vance Powers |
|                   |   |                                  |   |   |   | Title: |   | Acting Chief Financial Officer |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   | BUCKEYE NGL PIPE LINES LLC            |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   |                                  |   | By: |   | /s/ VANCE POWERS |
|                   |   |                                  |   |   |   | Name: |   | Vance Powers |
|                   |   |                                  |   |   |   | Title: |   | Acting Chief Financial Officer |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   | FERRYSBURG TERMINAL, LLC              |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   |                                  |   | By: |   | /s/ VANCE POWERS |
|                   |   |                                  |   |   |   | Name: |   | Vance Powers |
|                   |   |                                  |   |   |   | Title: |   | Acting Chief Financial Officer |
|                   |   |                                  |   |   |   |   |   |   |
| SOLELY FOR PURPOSES OF |   |                                  |   |   |   |   |   |   |
| SECTION 2 HEREOF:      |   | LAUREL PIPE LINE COMPANY, L.P.        |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   | By                                    |   | MAINLINE L.P. |
|                   |   |                                  |   | its General Partner |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   |                                  |   | By |   | MAINLINE GP, INC. |
|                   |   |                                  |   |   |   | its General Partner |
|                   |   |                                  |   |   |   |   |   |   |
|                   |   |                                  |   | By: |   | /s/ VANCE POWERS |
|                   |   |                                  |   |   |   | Name: |   | Vance Powers |
|                   |   |                                  |   |   |   | Title: |   | Acting Chief Financial Officer |

 

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| LENDER, ISSUING BANK |   |   |   |          |   |               |   |           |
|----------------------|--------|--------|--------|---------------|--------|--------------------|--------|----------------|
| AND AGENT:           |   |   |   | SUNTRUST BANK |
|                 |   |   |   |          |   |               |   |           |
|                 |   |   |   | By:           |   | /s/ CARMEN MALIZIA |
|                 |   |   |   |          |   | Name:              |   | Carmen Malizia |
|                 |   |   |   |          |   | Title:             |   | Vice President |
|                 |   |   |   |          |   |               |   |           |

 

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|   |   |   |   | BANK OF AMERICA, N.A. |
|--------|--------|--------|--------|-----------------------|
|   |   |   |   |                  |   |   |   |   |
|   |   |   |   | By:                   |   | /s/ ADAM H. FEY |
|   |   |   |   |                  |   | Name: |   | Adam H. Fey |
|   |   |   |   |                  |   | Title: |   | Vice President |
|   |   |   |   |                  |   |   |   |   |

 

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|   |   |   |   | CITIBANK, N.A. |
|--------|--------|--------|--------|----------------|
|   |   |   |   |           |   |   |   |   |
|   |   |   |   | By:            |   | /s/ TODD MOGIL |
|   |   |   |   |           |   | Name: |   | Todd Mogil |
|   |   |   |   |           |   | Title: |   | Attorney-in-Fact |
|   |   |   |   |           |   |   |   |   |

 

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|   |   |   |   | BNP PARIBAS |
|--------|--------|--------|--------|-------------|
|   |   |   |   |        |   |   |   |   |
|   |   |   |   | By:         |   | /s/ LARRY ROBINSON |
|   |   |   |   |        |   | Name: |   | Larry Robinson |
|   |   |   |   |        |   | Title: |   | Director |
|   |   |   |   |        |   |   |   |   |
|   |   |   |   |        |   |   |   |   |
|   |   |   |   | By:         |   | /s/ GREGORY E. GEORGE |
|   |   |   |   |        |   | Name: |   | Gregory E. George |
|   |   |   |   |        |   | Title: |   | Managing Director |

 

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|   | JPMORGAN CHASE BANK, N.A. |
|--------|---------------------------|
|   |                      |   |   |
|   | By:                       | /s/ TARA NARASIMAN |
|   |                      | Name: | Tara Narasiman |
|   |                      | Title: | Associate |

 

----

 
|   | WACHOVIA BANK, NATIONAL ASSOCIATION |
|--------|-------------------------------------|
|   |                                |   |   |
|   | By:                                 | /s/ PAUL PRITCHETT |
|   |                                | Name: | Paul Pritchett |
|   |                                | Title: | Vice President |

 

----

 
|   | DEUTSCHE BANK AG NEW YORK BRANCH |
|--------|----------------------------------|
|   |                             |   |   |
|   | By:                              | /s/ RAINER MEIGR |
|   |                             | Name: | Rainer Meigr |
|   |                             | Title: | VP |
|   |                             |   |   |
|   |                             |   |   |
|   | By:                              | /s/ OLIVER SCHWARTZ |
|   |                             | Name: | Oliver Schwartz |
|   |                             | Title: | Director |

 

----

 
|   | THE ROYAL BANK OF SCOTLAND plc |
|--------|--------------------------------|
|   |                           |   |   |
|   | By:                            | /s/ PATRICIA J. DUNDEE |
|   |                           | Name: | Patricia J. Dundee |
|   |                           | Title: | Managing Director |

 

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|   | THE BANK OF TOKYO-MITSUBISHI UFJ, |
|--------|-----------------------------------|
|   | LTD., HOUSTON AGENCY              |
|   |                              |   |   |
|   | By:                               | /s/ LINDA TERRY |
|   |                              | Name: | Linda Terry |
|   |                              | Title: | VP and Manager |

 

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|   | MORGAN STANLEY BANK |
|--------|---------------------|
|   |                |   |   |
|   | By:                 | /s/ ELIZABETH HENDRICKS |
|   |                | Name: | Elizabeth Hendricks |
|   |                | Title: | Authorized Signatory |

 

----

 
|   | WELLS FARGO BANK, N.A. |
|--------|------------------------|
|   |                   |   |   |
|   | By:                    | /s/ OLEG KOGAN |
|   |                   | Name: | Oleg Kogan |
|   |                   | Title: | Assistant Vice President |

 

----

 
|   | UBS LOAN FINANCE LLC |
|--------|----------------------|
|   |                 |   |   |
|   | By:                  | /s/ IRJA R. OTSA |
|   |                 | Name: | Irja R. Otsa |
|   |                 | Title: | Associate Director |
|   |                 |   |   |
|   |                 |   |   |
|   | By:                  | /s/ RICHARD L. TAVROW |
|   |                 | Name: | Richard L. Tavrow |
|   |                 | Title: | Director |

 

----

 
|   | MERRILL LYNCH BANK USA |
|--------|------------------------|
|   |                   |   |   |
|   | By:                    | /s/ DAVE MILLET |
|   |                   | Name: | Dave Millet |
|   |                   | Title: | Vice President |

 

----

 
|   | WILLIAM STREET CREDIT CORPORATION |
|--------|-----------------------------------|
|   |                              |   |   |
|   | By:                               | /s/ MARK WALTON |
|   |                              | Name: | Mark Walton |
|   |                              | Title: | Assistant Vice President |

 

----

 
|   | LEHMAN BROTHERS BANK, FSB |
|--------|---------------------------|
|   |                      |   |   |
|   | By:                       | /s/ ERRINGTON HIBBERT |
|   |                      | Name: | Errington Hibbert |
|   |                      | Title: | Managing Director |

 

----

 

EXHIBIT A

 

ANNEX I

 

5-YEAR CREDIT AGREEMENT

 

LIST OF PERCENTAGE SHARES ANDREVOLVING CREDIT COMMITMENTS

 

AS OF CLOSING DATE

 

 
| **Name of Lender**                            | ** ** | **Percentage Share** | ** ** | **Revolving Credit****Commitments** | ** **      |
|---------------------------------------------------------|------------|---------------------------|------------|------------------------------------------|-----------------|
| SunTrust Bank                                           |       | 10.0                      | %          | $                                        | 60,000,000      |   |
| Wachovia Bank, National Association                     |       | 10.0                      | %          | $                                        | 60,000,000      |   |
| Bank of America, N.A.                                   |       | 8.0                       | %          | $                                        | 48,000,000      |   |
| Citibank, N.A.                                          |       | 8.0                       | %          | $                                        | 48,000,000      |   |
| JPMorgan Chase Bank, N.A.                               |       | 8.0                       | %          | $                                        | 48,000,000      |   |
| BNP Paribas                                             |       | 8.0                       | %          | $                                        | 48,000,000      |   |
| Deutsche Bank AG, New York  Branch                      |       | 8.0                       | %          | $                                        | 48,000,000      |   |
| The Royal Bank of Scotland plc                          |       | 8.0                       | %          | $                                        | 48,000,000      |   |
| The Bank of Tokyo-Mitsubishi  UFJ, Ltd., Houston Agency |       | 8.0                       | %          | $                                        | 48,000,000      |   |
| UBS Loan Finance LLC                                    |       | 6.0                       | %          | $                                        | 36,000,000      |   |
| Wells Fargo Bank, N.A.                                  |       | 6.0                       | %          | $                                        | 36,000,000      |   |
| Lehman Brothers Bank, FSB                               |       | 3.3                       | %          | $                                        | 20,000,000      |   |
| Morgan Stanley Bank                                     |       | 3.3                       | %          | $                                        | 20,000,000      |   |
| William Street Credit  Corporation                      |       | 3.3                       | %          | $                                        | 20,000,000      |   |
| Merrill Lynch Bank USA                                  |       | 2.0                       | %          | $                                        | 12,000,000      |   |
| **Total**                                               | ** ** | **100.0000000**           | **%**      | **$**                                    | **600,000,000** | ** ** |

 

----

 

EXHIBIT B

 

EXHIBIT D-1

 

RESTRICTED SUBSIDIARIES

 

AS OF THE DATE HEREOF

 

Buckeye Pipe Line Company, L.P.Buckeye Pipe Line Holdings, L.P.Buckeye Gulf Coast Holdings I, LLCBuckeye Gulf Coast Holdings II, LLCBuckeye Gulf Coast Pipe Lines, L.P.Buckeye Terminals, LLCNORCO Pipe Line Company, LLCEverglades Pipe Line Company, L.P.Laurel Pipe Line Company, L.P.Wood River Pipe Lines LLCBuckeye Pipe Line Transportation LLCBuckeye Texas Pipe Line Company, L.P.Buckeye NGL Pipe Lines LLCFerrysburg Terminal, LLCBuckeye Gas Storage LLCLodi Gas Storage, L.L.C.*Lodi Development, L.L.C.*WesPac Pipelines — Reno, LLC

 

----

* This entity will become a RestrictedSubsidiary upon the Lodi Closing.

 

----

 

EXHIBIT C

 

**Schedule 9.03**

 

**Investments, Loans and Advances**

 

 
| **Entity**                                    | ** ** | **Project Loans** | ** ** | **Investments** | ** ** |
|-----------------------------------------------|------------|------------------------|------------|-----------------|------------|
| WesPac Pipelines — Austin LLC            |       | $                      | 0          |            | $          | 0 |   |
|                                          |       |                   |       |            |       |
| WesPac Pipelines — San Diego LLC         |       | $                      | 4,515,689  |            | $          | (1,114,636 | ) |
|                                          |       |                   |       |            |       |
| WesPac Pipelines — San Jose LLC          |       | $                      | 0          |            | $          | 0 |   |
|                                          |       |                   |       |            |       |
| WesPac Pipelines — Memphis LLC           |       | $                      | 48,471,363 |            | $          | 6,060,000 |   |
|                                          |       |                   |       |            |       |
| WesPac Pipelines — Tucson LLC            |       | $                      | 0          |            | $          | 0 |   |
|                                          |       |                   |       |            |       |
| West Texas LPG Pipeline, Limited  Partnership |       | $                      | 0          |            | $          | 31,479,073 |   |
|                                          |       |                   |       |            |       |
| West Shore Pipe Line Company                  |       | $                      | 0          |            | $          | 30,432,803 |   |
|                                          |       |                   |       |            |       |
| Muskegon Pipeline LLC                         |       | $                      | 0          |            | $          | 15,379,350 |   |
|                                          |       |                   |       |            |       |
| Transport 4                                   |       | $                      | 0          |            | $          | 382,911 |   |
|                                          |       |                   |       |            |       |
| Buckeye Products Pipe Line, L.P.              |       | $                      | 0          |            | $          | 17,266,963 |   |
|                                          |       |                   |       |            |       |
| Gulf Coast Pipe Line, L.P.                    |       | $                      | 0          |            | $          | 6,066,770 |   |
| **TOTALS**                                    |       | $                      | 52,987,052 |            | $          | 105,953,234 |   |

 

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