**Exhibit10.2**

**FIRSTAMENDMENT TO CREDIT AGREEMENT**

**THISFIRST AMENDMENT TO CREDIT AGREEMENT**(this “***Amendment***”) is made and entered intoas of May 18, 2007, by and among BUCKEYE GP HOLDINGS L.P., a Delaware limitedpartnership (the “***Borrower***”), the Lenders (asdefined below) party hereto, and SUNTRUST BANK, in its capacity asadministrative agent for 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 ofAugust 9, 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 General Partner to BGH Holdings, LLC, aDelaware 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 thePurchase Agreement; 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 theGeneral Partner 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 either (i) theGeneral Partner shall cease to be the sole general partner of the Borrower,(ii) 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 General Partner, or (iii) from and after the BGHClosing, (x) BGH Holdings shall cease to own and control, beneficially and ofrecord, directly or indirectly 100% of the outstanding equity interests of theGeneral Partner or (y) (1) Arclight Capital Partners, LLC, Kelso & Company,Lehman Brothers Holdings Inc. and their affiliates, individually or collectively,shall cease to own and control, beneficially and of record, directly orindirectly, at least 35% of the outstanding equity interests of BGH Holdingsand (2) any Person or “group” (within the meaning of the Securities ExchangeAct of 1934 and the rules of the Securities and Exchange Commission thereunderas in effect on the date hereof) shall own and control, beneficially and ofrecord, directly or indirectly a larger percentage of the outstanding equityinterests of BGH Holdings than is collectively owned by Arclight CapitalPartners, LLC, Kelso & Company, Lehman Brothers Holdings Inc. and theiraffiliates.

(b)           Section7.22 of the Credit Agreement is hereby amended by deleting section (a) in itsentirety and replacing such section with the following:

### (a)           The Borrower is a limited partnership formedunder the laws of the State of Delaware. The sole non-economic general partnership interest of Borrower is ownedby the General Partner, which, until the BGH Closing, is wholly owned byCarlyle/Riverstone and which, from and after the BGH Closing, shall be whollyowned by BGH Holdings.  53.73% of the limited partnership interests of theBorrower are owned and controlled by Carlyle/Riverstone and the GeneralPartner; provided, however,that from and after the BGH Closing, all of the interests owned and controlledby Carlyle/Riverstone shall be owned and controlled by BGH Holdings.  The remaining limited partnership interestsof the Borrower are owned by management, public holders and other Persons.   The initial members of BGH Holdings are Arclight Capital Partners, LLC, Kelso &Company and Lehman Brothers Holdings Inc.

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### 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 respect thereto and (ii) executed counterparts to this Amendmentfrom the Borrower and the Required Lenders.

3.             **Representations and Warranties.**  To induce the Lenders and the AdministrativeAgent to enter into this Amendment, each of the Borrower and the GeneralPartner (collectively, the “Loan Parties”) hereby represents andwarrants 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.             **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

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effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy ofthe Lenders under the Credit Agreement, nor constitute a waiver of anyprovision of the Credit Agreement.  ThisAmendment shall constitute a Loan Document for all purposes of the CreditAgreement.

5.             **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.

6.             **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.

7.             **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.

8.             **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.

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

10.           **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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IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed, bytheir respective authorized officers as of the day and year first abovewritten.
| BORROWER: |   | BUCKEYE GP HOLDINGS L.P. |
|-----------|--------|--------------------------|
|      |   | By:                      |   | MainLine Management  LLC, its general partner |
|      |   | By:                      |   |   |
|      |   |                     |   | Name: Robert B. Wallace |
|      |   |                     |   | Title:   Senior  Vice President—Finance            and  Chief Financial Officer |

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TO BUCKEYE GP HOLDINGS L.P. CREDIT AGREEMENT]**

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

 

**[SIGNATURE PAGE TO FIRST AMENDMENT TO BUCKEYE GP HOLDINGS L.P. CREDIT AGREEMENT]**

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