exv10w3






Exhibit 10.3




TRANSITION
SUPPORT AGREEMENT




     This TRANSITION SUPPORT AGREEMENT (this “Agreement”) is made as of February 15, 2011 but
effective as of the Closing Date (as defined below) by and among Buckeye Atlantic Holdings LLC
(“Buckeye”), Vopak Bahamas B.V., a public company with limited liability incorporated under the
laws of the Netherlands (“Vopak”), FR Borco Topco L.P., an exempted limited partnership established
under the laws of the Cayman Islands (“Topco”), FR Borco Coop Holdings, L.P., an exempted limited
partnership established under the laws of the Cayman Islands (the “Partnership”), FR Borco Coop
Holdings GP Limited, a Cayman Islands exempted company limited by shares and the general partner of
the Partnership (the “General Partner”), Bahamas Oil Refining Company International Limited, a
company incorporated under the laws of The Bahamas (“BORCO”) and Vopak Koninklijke N.V. (“Vopak
Parent”), a public company with limited liability incorporated under the laws of The Netherlands.
Each of Buckeye, Vopak, Topco, the Partnership, the General Partner and BORCO are a “Party” and
collectively, the “Parties.”



WITNESSETH:




     WHEREAS, pursuant to that certain Unitholders and Operating Agreement dated as of April 29,
2008 by and among the Parties other than Buckeye (the “Unitholders Agreement”), Vopak was
designated as the operator of BORCO;



     WHEREAS, the Partnership is the indirect beneficial owner of all of the issued and outstanding
shares of capital stock (including nominee shares) of BORCO;



     WHEREAS, pursuant to that certain Sale and Purchase Agreement dated as of December 18, 2010,
as amended, among Buckeye, FR XI Offshore AIV, L.P. and FR Borco GP Ltd., Buckeye acquired,
indirectly, 800 LP Units representing an 80% limited partner interest in the Partnership and all of
the issued and outstanding shares in the capital stock of the General Partner (the “FR Sale”), and,
pursuant to that certain Sale and Purchase Agreement of even date herewith by and between Vopak,
Vopak Parent and Buckeye (the “Purchase Agreement”), Buckeye will acquire the remaining 200 LP
Units representing a 20% limited partner interest in the Partnership from Vopak (the “Vopak Sale”),
with the result that, upon consummation of the Vopak Sale, Buckeye will own, directly or
indirectly, all of the partnership interests in the Partnership;



     WHEREAS, the parties desire to enter into this Agreement to, among other things, cancel the
Unitholders Agreement in its entirety as of the Closing Date (as defined in the Purchase
Agreement), except as otherwise provided in Section 1(a) below, and transfer operatorship of BORCO
to Buckeye or its Affiliates as of the Closing Date, and to retain Vopak to provide certain support
services as provided herein;



 









 





     WHEREAS, in connection therewith, Vopak agrees to provide, and BORCO agrees to reimburse Vopak
for its expenses in connection with the performance of, certain support services during the 180-day
period that begins on the Closing Date, as may be extended (the “Support Period”), all as more
particularly set forth herein; and



     WHEREAS, capitalized terms used herein and not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement;



     NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereby agree as follows:


1. Termination of Certain Provisions of the Unitholders Agreement.




     (a) As of the Closing Date, Vopak shall cease to serve as the operator of BORCO. As of the
Closing Date, the Unitholders Agreement (together with all schedules and exhibits thereto) is
hereby terminated in all respects; provided, however, that the following provisions of the
Unitholders Agreement shall survive in accordance with their respective terms: Sections 1.1, 6.5,
8.8, 8.12, 9.3, 9.4, 9.7, 9.11, and 9.16; provided further that, with respect to such provisions,
Section 12 of this Agreement shall apply in lieu of Section 9.5 of the Unitholders Agreement.




     (b) BORCO shall pay Vopak all amounts, if any, due and payable but unpaid as of the Closing
Date to Vopak under Sections 8.5(a) (with respect to the first quarterly payment for the year 2011)
or 8.5(b) of the Unitholders Agreement at the Closing (provided that Vopak has provided to BORCO
supporting documentation therefor consistent with past practice) or, if later, within five Business
Days of BORCO’s receipt of such supporting documentation.



     (c) Except for the (i) reimbursement rights, if any, expressly set forth in Section 1(b) above
that are outstanding following the Closing and (ii) indemnification rights with respect to third
party claims that may be brought pursuant to Section 8.8(b) of the Unitholders Agreement (subject
to the limitations set forth in Section 8.8 of the Unitholders Agreement), as of the Closing Date,
Vopak, on behalf of itself and its Affiliates and the other Vopak Indemnified Parties (as defined
in the Unitholders Agreement) hereby fully releases and forever discharges the Partnership and its
Affiliates (including Buckeye after the Closing) and their respective present and former partners,
directors, shareholders, officers, managers, members, employees, successors, heirs and assigns from
any and all claims, liabilities and obligations, known and unknown, that have accrued or may accrue
with respect to, arising out of or in connection with Vopak’s service as operator of BORCO,
including without limitation any such claims, liabilities and obligations arising under the
Unitholders Agreement, including without limitation Sections 2.8 and 4.5 and Article VIII of the
Unitholders Agreement. For the avoidance of doubt, the foregoing release shall not apply to any
claims Vopak may have under this Agreement.



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     (d) Except for indemnification rights with respect to third party claims that may be brought
pursuant to Section 8.8(a) of the Unitholders Agreement (subject to the limitations set forth in
Section 8.8 of the Unitholders Agreement), as of the Closing Date, Buckeye, Topco, the Partnership,
the General Partner and BORCO, on behalf of themselves and their respective Affiliates (together
the “Buckeye Entities”), hereby fully release and forever discharge Vopak, Vopak Parent and their
respective Affiliates and their respective present and former partners, directors, shareholders,
officers, managers, members, employees, successors, heirs and assigns from any and all claims,
liabilities and obligations, known and unknown, that have accrued or may accrue with respect to,
arising out of or in connection with Vopak’s service as operator of BORCO, including without
limitation any such claims, liabilities and obligations arising under the Unitholders Agreement,
including without limitation Article VIII of the Unitholders Agreement. For the avoidance of doubt,
the foregoing release shall not apply to any claims Buckeye, Topco, the Partnership, the General
Partner or BORCO may have under this Agreement.


2. Support Services.




     (a) During the Support Period, Vopak shall provide to BORCO from the Closing Date and for the
period of time described on Annex A attached hereto with respect to each of the services,
the services set forth on Annex A (the “Services”) and such other support services that the
parties might otherwise mutually agree to in writing during the Support Period.



     (b) During the term of this Agreement and subject to Vopak’s normal workplace policies and
procedures, Vopak shall provide Buckeye’s employees and contractors the right to observe and ask
reasonable questions of Vopak related to Buckeye’s future control of the operations and Services
provided hereunder.



     (c) As soon as practicable and in any event prior to the termination of the Support Period,
with respect to the contracts listed on Annex B attached hereto, Vopak shall, as directed
by Buckeye, either (i) assign or cause to be assigned all rights and obligations under such
contracts from Vopak or its Affiliates, as applicable, to BORCO or one of its Affiliates (provided,
however, that Vopak or its Affiliates, as applicable, shall remain liable for all liabilities
incurred prior to the effective date of such assignment) and obtain any consents or provide any
notifications that may be required for such assignment or (ii) reasonably assist BORCO or one of
its Affiliates in procuring replacement contracts; provided that Vopak shall not be liable for any
actual out-of-pocket costs or expenses associated with such assignment or procurement or any
difference in amounts payable under the replacement contracts. During the Support Period, until
such time as the contracts listed on Annex B have been assigned or replaced, or unless
otherwise directed by Buckeye, Vopak shall maintain or cause to be maintained such contracts in
full force and effect and shall be reimbursed for any actual out-of-pocket costs or expenses that
are paid by Vopak in connection therewith in accordance with Section 3(b) below.



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     (d) As soon as practicable and in any event prior to the termination of the Support Period,
with respect to the insurance policies listed on Annex C attached hereto, Vopak shall, as
indicated thereon, either (i) assign or cause to be assigned all rights and obligations under such
policies from Vopak or its Affiliates, as applicable, to BORCO or, at Buckeye’s direction, one of
its Affiliates (provided, however, that Vopak or its Affiliates, as applicable, shall remain liable
for all liabilities incurred prior to the effective date of such assignment) and obtain any
consents or provide any notifications that may be required for such assignment, (ii) reasonably
assist BORCO or, at Buckeye’s direction, one of its Affiliates in procuring replacement insurance
or (iii) reasonably assist BORCO and Buckeye or its Affiliates, as applicable, in placing BORCO on
existing insurance coverage of a Buckeye Affiliate; provided that Vopak shall not be liable for any
actual out-of-pocket costs or expenses associated with such procurement or any difference in
premiums or deductibles between the policy that was not assigned and the replacement for such
policy. During the Support Period, until such time as all insurance policies set forth in Annex
C have been assigned to BORCO or its Affiliates, or replacement insurance has been procured or
BORCO has been placed on the existing insurance of a Buckeye Affiliate Vopak shall (i) maintain
such insurance policies in full force and effect, as in effect prior to the Closing Date, and
ensure that each Buckeye Entity is named as an additional insured under each policy, (ii) pay any
and all costs and expenses associated therewith, with right to reimbursement in accordance with
Section 3(b)(ii) and (iii) below of any such actual out-of pocket costs and expenses, including any
increases in premiums or deductibles, other than such increases that are a direct result of the
Vopak Sale or the occurrence of an event or circumstance reasonably within the control of Vopak, it
being acknowledged and agreed by the Parties that, prior to Closing, other than the payments listed
on Annex E attached hereto, which shall be paid in accordance with Section 1(b) above,
BORCO has paid directly to, or reimbursed, Vopak in full for all costs incurred prior to Closing
associated with insurance expense in accordance with Section 8.5 of the Unitholders Agreement,
including without limitation all such amounts required to maintain each of the insurance policies
set forth in Annex C through the Support Period (subject to receipt of the payments listed
on Annex E with respect to such policies) and (iii) repair and replace damage with respect
to any claims event that has occurred under the property policies on Annex C, with right to
reimbursement in accordance with Section 3(b)(ii) and (iii) below for any and all actual
out-of-pocket costs and expenses associated with such repair or replacement, including any increase
in premiums or as a result of any increase in deductibles. The procedures set forth on Annex
D attached hereto shall apply to the handling of claims under the insurance policies set forth
thereon, as applicable; provided, however, that Vopak’s obligations under this Section 2(d) shall
continue in full force and effect notwithstanding the failure of any Party to comply in all
respects with such procedures, and such failure shall not be a basis for denial of coverage under
the applicable insurance policies.



     (e) In respect of each assignment pursuant to Section 1(c) or Section 1(d) above, BORCO or its
Affiliates, as the case may be, upon the effective date of such assignment, shall accept such
assignment and assume all of Vopak’s duties and obligations under the agreement so assigned and
agree to pay, perform and discharge, as



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and when due, all of the obligations of Vopak under such agreement accruing on and after the
effective date of such assignment.



3. Billing and Payment.




     (a) BORCO shall pay Vopak $2,006,975, in two equal installments on the Closing Date and on the
90th day after the Closing Date, in consideration for the Services provided during the
initial 180-day Support Period regardless of whether such Services are required to be provided for
the entirety of the 180-day Support Period.



     (b) In addition to the payments set forth in Section 3(a) above, BORCO shall pay directly to,
or reimburse, Vopak, upon receipt of periodic billings and supporting documentation consistent with
past practice for, the actual out-of-pocket costs and expenses up to the proportionate amounts for
the applicable period, including, but not limited to, all costs and expenses associated with IT and
management information systems at BORCO and ex-patriot Vopak representative assistance, in the
provision of the Services; provided, however, that (i) except as provided in Section 2(d), BORCO
shall not be obligated to reimburse any costs or expenses incurred by Vopak or its Affiliates in
connection with Vopak’s obligations to provide insurance during the Support Period under Section
2(d) above and Annex C attached hereto, (ii) any reimbursable cost or expense in excess of
$10,000 shall be subject to the prior approval of BORCO and if such prior approval is not obtained
Vopak shall not be obligated to provide the Service for and to the extent which such reimbursable
cost or expense would have been necessary, and (iii) BORCO shall not be obligated to reimburse any
internal costs or expenses of Vopak, including without limitation salaries or benefits associated
with secondees or employees of Vopak.



     (c) Any invoice rendered by Vopak to BORCO will specifically indicate whether any of the
Services were performed in the United States. To the extent any portion of the Services were
rendered in the United States, Vopak will specify the amount of the invoice attributable to such
Services (“U.S. Source Income”). Vopak expressly represents and warrants that to the extent the
invoice reflects no U.S. Source Income, that 100% of the invoice amount is attributable to services
rendered from without the United States. To the extent a portion of any invoice reflects U.S.
Source Income, Vopak will provide to BORCO a Form W-8 ECI or such other documentation as may be
necessary that provides for a reduced rate of U.S. withholding Tax under an applicable income Tax
treaty with the United States. Any amount due under this Agreement may be reduced for any
applicable income Tax withholding required under U.S. income Tax Laws. For the avoidance of doubt,
BORCO shall not be responsible for any Tax protecting Vopak on any payments due under this
Agreement to the extent such payment is subject to U.S. withholding Tax.


4. Revenues Received. During the Support Period, Vopak will promptly remit to BORCO any
and all revenues received in connection with Services provided during the Support Period. For the
avoidance of doubt, nothing in this Section 4 shall require Vopak to remit amounts recovered by it
or its Affiliates, under subrogation or otherwise in its






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capacity as insurance provider, in connection with insurance claims paid by Vopak or any of its
Affiliates (including captive insurance companies) or any third party insurance provider(s),
whether before or after the Closing Date, to the extent such amounts are otherwise due and payable
to Vopak or such Affiliate(s) or insurance provider(s), provided that the remainder of the amount
recovered, if any, shall be remitted to BORCO.



5. General Intent. Vopak shall use its commercially reasonable efforts to provide to BORCO
the Services which are set forth on Annex A and such other support to BORCO as Buckeye and
Vopak may otherwise agree to in writing during the Support Period, all in a commercially reasonable
manner. Buckeye and its Affiliates agree to use their respective commercially reasonable efforts
to terminate BORCO’s need to use such assistance as soon as reasonably possible and (unless Vopak
and Buckeye otherwise agree) in all events to terminate such need with respect to each Service
specified in Annex A not later than the end of the period specified in Annex A for
the provision of each such Service. BORCO shall provide Vopak with all information necessary to
perform its duties hereunder and to complete any of the support services in a timely manner.



6. Effectiveness; Term of Agreement. This Agreement is executed in connection with the
execution and delivery of the Purchase Agreement, but shall become effective on and as of the
Closing Date, if at all. If the Purchase Agreement is terminated in accordance with its terms,
this Agreement shall automatically be terminated ab initio without any further action of the
Parties. The term of this Agreement shall commence on the Closing Date and shall continue (unless
sooner terminated pursuant to the terms hereof) for 180 days (provided, however, that the term of
any particular Service may be shorter, as specified in Annex A), subject to extension by
Buckeye and Vopak by mutual written agreement for successive one-month terms following the initial
180-day period.



7. Partial Termination. Any and all of the Services provided by Vopak and its Affiliates
hereunder are only terminable earlier than the period specified in Annex A by Buckeye on
fifteen (15) days prior written notice to Vopak. Any such termination shall be final and
irrevocable.



8. Business Records; Cooperation and Access; Confidentiality.




     (a) All records of the business of BORCO and its Affiliates (including Buckeye and its
Affiliates after the consummation of the FR Sale) that come into the possession of Vopak or its
Affiliates as a result of performing the Services are the property of and shall be delivered or
returned to Buckeye at the end of the Support Period, except for (a) records created during Vopak’s
operation of BORCO under the Unitholders Agreement that are not part of BORCO’s assets and (b)
records not exclusively related to the business and affairs of BORCO or its Affiliates (including
Buckeye and its Affiliates after the consummation of the FR Sale). BORCO shall maintain such
business records for the periods established by applicable laws and regulations.



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     (b) Each Party acknowledges that certain Services to be provided by Vopak are dependent upon
information and related documents to be provided by such Party. Each Party agrees to provide to
Vopak all information and related documents reasonably requested to enable Vopak to perform
hereunder and will comply with all such reasonable instructions as are necessary for Vopak to
perform its obligations hereunder. In the event that a Service requires Vopak to access a facility
or other asset of a Party, such Party shall provide access to such facility or other asset to Vopak
for purposes of performing such Services. Each Party shall cooperate and provide such assistance
as is reasonably required for Vopak to provide the Services in the manner required by this
Agreement. This cooperation will include the appointment by each Party of one or more persons to
serve as such Party’s representative(s) to deal with issues arising out of the performance of this
Agreement and facilitate the orderly provision of the Services. The initial representatives shall
be as follows:



     Vopak representative:


Clinton Roeder

Phone: 713-561-7220

Fax: 713-561-7357

Email: clinton.roeder@vopak.com




     Buckeye, Topco, the General Partner, the Partnership and BORCO representative:


James Scandola

Phone : 610-904-4321

Fax : 610-904-4040

Email : jscandola@buckeye.com



Either Party may change its designated representative(s) or the contact information for such
designated representative(s) by giving notice to the other Parties. Notwithstanding anything to
the contrary herein, nothing required under this Section 8 shall (a) unreasonably disrupt the
operations of any Buckeye Entity, (b) require that any Buckeye Entity disclose any information that
in any Party’s reasonable judgment would result in the disclosure of any trade secrets or violate
any of the obligations of any Buckeye Entity with respect to confidentiality, (c) require that any
Buckeye Entity disclose any privileged information of any Buckeye Entity, or any information which
is subject to an agreement of confidentiality, or (d) require any Buckeye Entity to disclose any
financial or proprietary information of or regarding any Buckeye Entity or otherwise disclose
information regarding any Buckeye Entity which any Party deems commercially sensitive.




     (c) Subject to the provisions of this Section 8(c), Vopak agrees that all information and data
acquired or obtained by it in respect of the Buckeye Entities or the Services in connection with
this Agreement, other than information or data which (i) is on the Closing Date or thereafter
becomes generally available to the public other than as



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a result, directly or indirectly, of a breach of this Agreement by Vopak, (ii) was or becomes
available to Vopak or its Affiliates on a non-confidential basis from a source other than the
Buckeye Entities or their representatives, which source was not itself bound by an obligation of
confidentiality in favor of any of the Buckeye Entities or (iii) has been or becomes independently
developed by Vopak or its Affiliates without violating this Agreement, (the “Confidential
Information”) shall be considered confidential and shall be kept confidential and not be disclosed
during the term hereof by any Party, except:





     (i) to an Affiliate, provided such Affiliate agrees to be bound by the provisions of
this Section 8(c);




     (ii) when required, in legal counsel’s opinion, by any Governmental Authority or
pursuant to the rules or requirements of any stock exchange having jurisdiction over Vopak
or its Affiliates;




     (iii) to the extent such data and information is required to be furnished (i) in
compliance with any applicable Laws or (ii) pursuant to any legal proceedings; provided,
however, that Buckeye, Topco, the Partnership and BORCO shall each have a right to contest
such disclosure of any Confidential Information;




     (iv) to prospective or actual contractors, consultants, advisors, and attorneys
employed by Vopak where disclosure of such data or information is essential to such
contractor’s, consultant’s, advisor’s or attorney’s work and provided that such contractor,
consultant, advisor or attorney agrees be bound by the provisions of this Section 8(c);




     (v) to its employees for the purposes of the Services with respect to the Buckeye
Entities, subject to Vopak taking customary precautions to ensure such data and information
is kept confidential and provided that such employees agree to be bound by the provisions
of this Section 8(c);




     (vi) to third parties as may be required by any agreement to which any Party is bound;
or




     (vii) as instructed by Buckeye in writing.



     The Parties agree that irreparable damage would occur in the event that the provisions of this
Section 8(c) were not performed in accordance with their specific terms. It is accordingly agreed
that the Parties shall be entitled to specific performance of the terms of this Section 8(c), this
being in addition to any other remedy to which they are entitled at law or in equity



     9. INDEMNIFICATION. THE PARTNERSHIP AND BORCO JOINTLY AND SEVERALLY (TOGETHER
“INDEMNITOR”) HEREBY AGREE TO INDEMNIFY FULLY, HOLD HARMLESS AND DEFEND VOPAK, ITS AFFILIATES AND
ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,



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EMPLOYEES, AGENTS, MANAGERS, MEMBERS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY
“INDEMNITEE”), FROM AND AGAINST ANY AND ALL DIRECT AND ACTUAL LOSS OR DAMAGE (COLLECTIVELY,
“DAMAGES”), WHETHER OR NOT FORESEEABLE, ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICES TO BE
PROVIDED TO BORCO UNDER THIS AGREEMENT. THE INDEMNITEE SHALL BE INDEMNIFIED PURSUANT TO THIS
SECTION 9 NOTWITHSTANDING THE FACT THAT ANY OF THE CLAIMS ARE OR WERE (i) FORESEEABLY CAUSED OR
ALLEGED TO BE CAUSED, IN WHOLE OR IN PART, (x) BY THE SOLE, JOINT, GROSS, ACTIVE, PASSIVE OR
CONCURRENT NEGLIGENCE, CONTRACTUAL COMPARATIVE NEGLIGENCE OR OTHER FAULT OF INDEMNITEE, OR (y)
WITHOUT FAULT OF INDEMNITEE, OR (ii) ATTRIBUTABLE TO STRICT LIABILITY OR NO FAULT LIABILITY OF
INDEMNITEE; PROVIDED, HOWEVER, THAT INDEMNITEE SHALL NOT BE INDEMNIFIED FOR ANY CLAIMS ARISING OR
OCCURRING IN RESPECT OF ANY INSTANCE OF GROSS MISCONDUCT. FOR PURPOSES OF THIS SECTION 9, “GROSS
MISCONDUCT” SHALL MEAN AN ACT OR OMISSION BY VOPAK, ITS AFFILIATES AND THE RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, MANAGERS, MEMBERS, AND REPRESENTATIVES OF VOPAK AND ITS AFFILIATES
WHICH DEMONSTRATES AN INTENTIONAL, CONSCIOUS OR RECKLESS DISREGARD OF: (I) ANY OF THE TERMS OF THIS
AGREEMENT, (II) GOOD AND PRUDENT RESEARCH, ENGINEERING OR OTHER PROPER PRACTICE IN RELATION TO THE
PERFORMANCE OF THE SERVICES OR (III) REASONABLY FORESEEABLE AND AVOIDABLE, HARMFUL CONSEQUENCES
RESULTING FROM SUCH ACT OR OMISSION; PROVIDED THAT GROSS MISCONDUCT SHALL NOT INCLUDE ANY ERROR OF
JUDGMENT OR MISTAKE MADE IN THE EXERCISE IN GOOD FAITH OF ANY FUNCTION, AUTHORITY OR DISCRETION
VESTED IN OR EXERCISABLE BY VOPAK, ITS AFFILIATES OR THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, MANAGERS, MEMBERS, AND REPRESENTATIVES OF VOPAK AND ITS AFFILIATES.




     THE INDEMNIFICATION PROVISIONS PROVIDED FOR IN THIS AGREEMENT HAVE BEEN EXPRESSLY NEGOTIATED
IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE IN
ACCORDANCE WITH THEIR TERMS WHETHER OR NOT THE LIABILITIES, OBLIGATIONS, CLAIMS, JUDGMENTS, LOSSES,
COSTS, EXPENSES OR DAMAGES IN QUESTION ARISE OR AROSE SOLELY FROM THE GROSS, ACTIVE, PASSIVE OR
CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNITEE, OTHER THAN THE GROSS
MISCONDUCT OF ANY INDEMNITEE. THE PARTIES AND BUCKEYE ACKNOWLEDGE THAT THIS STATEMENT COMPLIES
WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE. THIS CONSPICUOUS NOTICE IS
NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES.



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10. Limitation of Liability. Notwithstanding anything to the contrary elsewhere in this
Agreement, no Party or its Affiliates shall in any event be liable to any other Party or its
Affiliates for any incidental, consequential or indirect damages of any kind or character howsoever
arising under this Agreement, including, but not limited to, loss of use, loss of profit, loss of
revenue or income, cost of capital, or loss of business reputation or opportunity.



11. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to the conflicts of laws provisions of the State
of Delaware.



12. Counterparts. This Agreement may be executed in one or more counterparts (including by
means of facsimile or portable document format (pdf) signature page), all of which shall be
considered one and the same agreement, and shall become effective when one or more counterparts
have been signed by each of the Parties and delivered to the other Parties.



12. Notices. All notices or other communications required or permitted to be given
hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex or telecopy,
or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier
service and shall be deemed given when so delivered by hand, telexed or telecopied, or if mailed,
five (5) days after mailing (one (1) business day in the case of express mail or overnight courier
service), as follows:




     If to Buckeye, Topco, the General Partner, the Partnership or BORCO:


c/o Buckeye Partners, L.P.

One Greenway Plaza, Suite 600

Houston, TX 77046

Attention: General Counsel

Phone: (832) 615-8610

Facsimile: (832) 615-8603




     If to Vopak:


Vopak Bahamas B.V.

Westerlaam 10, 3016 CK

P.O. Box 863

3000 AW Rotterdam

The Netherlands

Attn: Legal Department; Mr. Tjeerd Wassenaar

Phone: +31 10 400 2739

Facsimile: +31 10 411 2520

Email: tjeerd.wassenaar@vopak.com




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Any Party may change the address to which such communications are to be directed to it by giving
written notice to the other in the manner set forth above.



13. Modification, Nonwaiver, Severability. Neither this Agreement nor any part hereof may
be changed, altered or amended orally. Any modification of this Agreement must be by written
instrument signed by the Parties. Failure by any Party to exercise promptly any right granted
herein or to require strict performance of any obligation imposed hereunder shall not be deemed a
waiver of such right. If any provision of this Agreement is held ineffective for any reason, the
other provisions shall remain effective.



14. Relationship of Parties. Except as specifically provided herein, neither Vopak, on the
one hand, nor Buckeye, Topco, the General Partner, the Partnership or BORCO, on the other hand,
shall act or represent or hold itself out as having authority to act as an agent or partner of the
other, or in any way bind or commit the other to any obligations. Nothing contained in this
Agreement shall be construed as creating a partnership, joint venture, agency, trust or other
association of any kind, and each Party shall be individually responsible only for its obligations
as set forth in this Agreement. Except with respect to Sections 1(c) and (d) above, no party
other than a Party to this Agreement shall have any rights hereunder or be a third party
beneficiary hereof.



15. Assignment. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and permitted assigns, provided that any purported transfer
or assignment, by operation of law or otherwise, by Vopak shall require the written consent of
Buckeye, and any purported transfer or assignment, by operation of law or otherwise, by Buckeye,
Topco, the General Partner, the Partnership or BORCO shall require the written consent of Vopak,
and any purported transfer or assignment without such consent shall be void and unenforceable.



16. Guarantee. By its execution below, Vopak Parent does hereby irrevocably guaranty the
performance by Vopak when due of Vopak’s obligations (the “Obligations”) under this Agreement. If
Vopak fails to timely perform Obligations when such Obligations are due pursuant to the terms of
this Agreement, Vopak Parent shall promptly perform such Obligations within ten (10) Business Days
after receipt of demand for performance by the applicable Party. This guaranty shall be a full,
unconditional, irrevocable, absolute and continuing guarantee of performance and not a guarantee of
collection.



17. Force Majeure. If Vopak is rendered unable, wholly or in part, by force majeure to
carry out its obligations under this Agreement, Vopak shall give each other Party prompt written
notice of the force majeure with reasonably full particulars; thereupon, (a) the obligations of
Vopak, so far as it is affected by force majeure, shall be suspended during, but no longer than,
the continuance of the force majeure and (b) until Vopak resumes performance of such obligations,
the obligations of BORCO under Section 3 above (other than with respect to payments due under
Section 3(b) above for Services already rendered) shall be suspended. Vopak will use commercially
reasonable efforts to remove the force majeure situation; provided, however, that Vopak shall not
be required






11









 







to hire additional personnel or contract workers, or to settle strikes, lockouts, or other labor
difficulty, contrary to its wishes; and the handling of such difficulties shall be entirely within
the reasonable commercial discretion of Vopak. The term “force majeure” as used herein shall mean
any acts of God, fire, labor or trade disturbance, war, terrorism, civil commotion, compliance in
good faith with any applicable law, unavailability of materials, unusually bad weather or other
event or condition whether similar or dissimilar to the foregoing, which is not reasonably within
the control of Vopak.




[Signature Pages Follow]






12









 








     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the date and year first set forth above.



	 	 	 	 	 
	 	VOPAK BAHAMAS B.V.

 	 
	 	By:  	/s/ T. G. Wassenaar	 
	 	 	Name:  	T. G. Wassenaar	 
	 	 	Title:  	Managing Director	 
	 
	 	KONINKLIJKE VOPAK N.V.

 	 
	 	By:  	/s/ E. M. Hoeltstra	 
	 	 	Name:  	E. M. Hoeltstra	 
	 	 	Title:  	CEO	 




Signature Page to Transition Support Agreement













 






	 	 	 	 	 



	 	 	 	 	 
	 	BUCKEYE ATLANTIC HOLDINGS LLC

 	 
	 	By:  	/s/ Khalid A. Muslih	 
	 	 	Name:  	Khalid A. Muslih                                        	 
	 	 	Title:  	Vice President, Corporate Development 	 
	 
	 	FR BORCO TOPCO L.P.


By: Buckeye Atlantic Holdings GP LLC, its general partner
 	 
	 
	 	By:  	/s/
Khalid A. Muslih	 
	 	 	Name:  	Khalid A. Muslih 	 
	 	 	Title:  	Vice President, Corporate Development 	 
	 
	 	FR BORCO COOP HOLDINGS GP
LIMITED

 	 
	 	By:  	/s/
Khalid A. Muslih	 
	 	 	Name:  	Khalid A. Muslih 	 
	 	 	Title:  	Director 	 
	 
	 	FR BORCO COOP HOLDINGS, L.P.


By: FR Borco Coop Holdings GP Limited, its general partner

 	 
	 	By:  	/s/ Khalid A. Muslih	 
	 	 	Name:  	Khalid A. Muslih 	 
	 	 	Title:  	Director 	 
	 
	 	BAHAMAS OIL REFINING COMPANY INTERNATIONAL LIMITED

 	 
	 	By:  	/s/ Khalid A. Muslih	 
	 	 	Name:  	Khalid A. Muslih  	 
	 	 	Title:  	Director 	 
	 



Signature Page to Transition Support Agreement

















 





ANNEX A







	 	 	 	 	 
	 	 	 	 	Service
	Function	 	Scope of Service	 	Period
	Accounting

	 	Provide the accounting
oversight, training and
other transition support
services necessary to
enable the transfer of
all accounting and
financial matters
(including without
limitation intangible
amortization and interest
expense) necessary to
ensure smooth succession
to new accounting team.
This Accounting Service
shall be coordinated with
the “Information
Technology
JDE Integration; G/L
Services including Citrix
ICA Client Remote Access”
Service described below.
Without limiting the
foregoing, Vopak shall
transfer all data,
information and books and
records of Cooperatieve
FR Borco U.A., FR Borco
Acquisition Holdings,
B.V., FR Borco
Acquisition B.V. and
Propernijn N.V.
(together, the “Dutch and
Curacao Entities”) to
Buckeye or, at Buckeye’s
direction, an Affiliate
or representative, and
provide such other
support and assistance as
requested by Buckeye or
its Affiliates or its and
their representatives
with respect to the
liquidations of the Dutch
and Curacao Entities.
	 	180 days
	 
	 	 	 	 
	Asset Appraisal

	 	Provide information and
support as requested to
confirm valuation and set
up Property Accounting.
	 	90 days
	 
	 	 	 	 
	Contracts

	 	As provided in Section
2(c) of the Agreement.
	 	90 days
	 
	 	 	 	 
	Information Technology
WAN Network
Connectivity/Internet,
Email, Domain and
Anti-virus Services

	 	Provide support and
continue network, email
and related services
until Buckeye managed
services are completed.
	 	90 days






A-1









 








	 	 	 	 	 
	 	 	 	 	Service
	Function	 	Scope of Service	 	Period
	Help Desk and current
associated services.
Historical data and
knowledge base.

	 	Help Desk and current
associated services.
Historical data and
knowledge base.
	 	90 days
	 
	 	 	 	 
	Information
Technology—Applications:
JDE Integration; G/L
Services including Citrix
ICA Client Remote Access;
QOL (Quality Online), and
CEA System

	 	Provide the transition
support services
necessary to enable a
complete download of all
historical accounting
detail currently housed
in Rotterdam, including
without limitation
accounts and transaction
history for G/L, Accounts
Payable, Accounts
Receivable, Customers,
Vendors, Fixed Assets,
Invoicing and QOL to
Buckeye’s JDE System.
This includes CEA System
hardware and software.
	 	180 days
	 
	 	 	 	 
	Insurance

	 	As provided in Section
2(d) of the Agreement,
Annex C and Annex D.
	 	90 days
	 
	 	 	 	 
	Maintenance and Repair

	 	Assume liability for
losses to damaged
property and provide
services to repair and
replace damaged property
as a result of causes of
loss/perils covered and
defined in the property
policies listed on
Annex C. Subject to
policy terms and
conditions and the
reimbursement right
contained in Section 2(d)
of the Agreement.
	 	90 days
	 
	 	 	 	 
	Project Management

	 	Provide training and
other transition services
necessary to enable
succession to the new
Project Management Team
including without
limitation, transfer of
all data and documents
pertinent to the design,
construction, cost
control, budget, schedule
or general administration
of any terminal project
work activities completed
within the last two
years, currently in
progress or to be
performed in the next
year (including without
limitation any Bluefield
or Yellowfield project or
OLJ project).
	 	90 days
	 
	 	 	 	 
	Regulatory Reporting

	 	Provide historical data
to support compliance
with reporting
requirements of
	 	As required






A-2









 






	 	 	 	 	 
	 	 	 	 	Service
	Function	 	Scope of Service	 	Period
	 

	 	any
Governmental Authority,
to the extent Vopak is in
possession of such data.
	 	 
	 
	 

	 	
Assist with any and all
Customs declarations and
filings as it pertains to
regulatory compliance for
imported and exported
merchandise movements,
Foreign Trade Zone
recordkeeping and
reporting, and any other
Government Authority
requiring similar
information; provided,
however, that Vopak shall
only be obligated to
provide such assistance
to the extent Vopak has
historically provided
such assistance.	 	 







A-3











 





Annex B




Contracts



	 	 	 	 	 	 	 
	CONTRACT HOLDER	 	NEGOTIATED BY	 	SERVICE PROVIDER	 	PURPOSE
	 
	 	 	 	 	 	 
	VOPAK TERMINAL BAHAMAS

	 	VOPAK
	 	AUTOMOTIVE RESOURCES

INTERNATIONAL
	 	CAR LEASE AGREEMENT- JIM MILLER
	 
	 	 	 	 	 	 
	VOPAK TERMINAL BAHAMAS

	 	VOPAK
	 	AUTOMOTIVE RESOURCES

INTERNATIONAL
	 	GAS ALLOWANCE-JIM MILLER
	 
	 	 	 	 	 	 
	VOPAK NORTH AMERICA

	 	VOPAK
	 	T- MOBILE
	 	Air Cards- Raymond Jones
	 
	 	 	 	 	 	 
	VOPAK NORTH AMERICA

	 	VOPAK
	 	GENESYS CONFERENCING
	 	CONFERENCE CALLING SYSTEM
	 
	 	 	 	 	 	 
	VOPAK NORTH AMERICA

	 	VOPAK
	 	VERIZON CONFERENCING
	 	CONFERENCE CALLING SYSTEM
	 
	 	 	 	 	 	 
	VOPAK NORTH AMERICA

	 	VOPAK
	 	VERIZON BUSINESS
	 	ENABLED TOKENS
	 
	 	 	 	 	 	 
	VOPAK TERMINAL DEER 

PARK

	 	VOPAK
	 	CITATION
	 	CITATION TECHNOLOGIES CO

CYBERREGS 6-10 USERS
	 
	 	 	 	 	 	 
	VOPAK NORTH AMERICA

	 	VOPAK
	 	SECURE DATA SOLUTIONS
	 	RSA SECURE ID APPLIANCE BASE

SOFTWARE LICENSE






B-1









 






Annex C




Insurance Policies


Policy Action Definitions:

Add to Buckeye insurance = Buckeye to place Borco on existing insurance program or purchase new
coverage.

Transfer / Assignable = Current insurance policy to be transferred/assigned from Vopak to Buckeye.

Maintain Policy Coverage = Vopak to continue coverage under current program and add Buckeye as an
insured until a new program can be placed.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	COVERAGE	 	 	 	POLICY	 	 	 	LIMIT/	 	 
	COVERAGE	 	DEFINITION	 	POLICY TERM	 	NUMBER	 	INSURER	 	DEDUCTIBLE	 	PAYABLE TO
	Charterer’s Liability
(Transfer/Assignable)

	 	Liability assumed
under the charter
party for the 4
Smit vessels (Tugs)
and one Pilot boat.
	 	1/15/2011-12
	 	ML10155011
	 	New York Marine and
General Insurance
Company
	 	$5,000,000 Limit of
Liability. $25,000
Deductible. Covered
Vessels: SMIT
RHONE, SMIT
MISSOURI, SMIT
ONEDIA & SMIT
HUMBER, and POLARIS
(pilot boat).
	 	Aon Houston
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Automobile Liability &

Physical Damage

(Transfer/Assignable)

	 	Comprehensive and
Third Party
Liability coverage.
Various company
vehicles.
	 	3/16/10 — 3/16/11
	 	CGICOP0000749-02,

PMP0015034-02,

CGICOP0000763-02,
	 	Bahamas First
General Ins. Co.
Ltd.
	 	USD 125,000 any one
person; $500,000
aggregate from one
event.
	 	Colina General

Insurance Agency

(Nassau)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Hull/War Risks

(Transfer/Assignable)

	 	Physical damage and
war risks for
launches, spill
boat and MARTHA.
	 	4/29/2010-11
	 	OHO9000163
	 	St. Paul Fire &
Marine (Travelers)
	 	$2,000,000
Hull/Machinery &
War Risks.
Deductibles:

$10,000 per
incident except
$5,000 as respects
to the CARMELINA.
	 	Aon Houston






C-1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	COVERAGE	 	 	 	POLICY	 	 	 	LIMIT/	 	 
	COVERAGE	 	DEFINITION	 	POLICY TERM	 	NUMBER	 	INSURER	 	DEDUCTIBLE	 	PAYABLE TO
	Property/Business
Interruption and
Machinery Breakdown
(Maintain Policy
Coverage)

	 	Physical damage to
BORCO assets and
subsequent loss of
income. Includes
Terrorism.
	 	7/1/2010-11
	 	Issuance of local
policy pending
	 	Chartis and others
	 	€120,000,000
Policy limit.
Sublimit: jetty
impact €35MM,
windstorm €88MM*,
Debris Removal €20
MM. Deductible:

$1,000,000 per
occur except
windstorm
€11,500,000.
*additional
windstorm layer of
€12.5MM onshore
plus $50 MM excess
$25 MM for jetties.
	 	JS Johnson

Insurance Agency

(Nassau)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Property (Maintain Policy 

Coverage)

	 	Physical damage to
BORCO assets.
	 	7/1/2010-11
	 	 	 	Oil Insurance, Ltd.
(Bermuda)
	 	$250,000,000
Physical Damage
only. Named
Windstorm coverage
is 60% of insured
loss. OIL Aggregate
- $750,000,000 for
all members any one
occurrence.
	 	Aon Rotterdam
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Property — Excess Wind
(Maintain Policy
Coverage)

	 	Excess Wind

including flood
	 	7/1/2010-11
	 	NHD368192
	 	RSUI Indemnity

Company
	 	$1,500,000 Part of
$30,000,000
(mentioned above)
	 	Aon Houston






C-2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	COVERAGE	 	 	 	POLICY	 	 	 	LIMIT/	 	 
	COVERAGE	 	DEFINITION	 	POLICY TERM	 	NUMBER	 	INSURER	 	DEDUCTIBLE	 	PAYABLE TO
	Property — Excess Wind —
Jetties (Maintain Policy
Coverage)

	 	Excess wind

including flood for
the jetties
	 	7/1/2010-11
	 	PP1008127
	 	61.3530% Certain
Lloyd’s 28.9850%
Royal & Sun
Alliance, 9.6620%
Navigators
	 	$50,000,000 excess
of $25,000,000
(mentioned above)
	 	Aon Houston
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Construction All
Risk/Builder’s Risk (Old
Large Jetty Project)
including cargo
(Transfer/Assignable)

	 	Construction
of tanks or marine
structures
including naming
contractor as
insured. Each
project is declared
separately.
	 	9/24/2010-8/1/2011
	 	K0100087960
	 	Delta Lloyds
	 	Limit: As declared
$74,772,465 which
includes owner
furnished
materials. Various
sub limits for
removal of debris
etc.
	 	Aon Rotterdam
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Construction All
Risk/Builder’s Risk
(Inland Dock Project)
including cargo
(Transfer/Assignable)

	 	Construction
of tanks or marine
structures
including naming
contractor as
additional insured.
	 	10/1/2010-
10/1/2011
	 	E/23/CW10/0001
	 	Zurich Netherlands,
and others
	 	Limit:
$22,448,000, €15
million for natural
hazards
(hurricanes,
earthquake,
typhoon). €5
million existing
property
Deductible: €25,000 per
occurrence.
	 	JS Johnson

Insurance Agency

(Nassau)
	 

	 	 	 	 	 	 	 	 	 		 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Property for BORCO 

Foundation

(Transferable/Assignable)

	 	Property coverage

for welding school
	 	12/20/2010-2011
	 	I10FF0085
	 	Insurance Company
of The Bahamas
Limited
	 	Buildings
$102,345.00,
Machinery &
Equipment
$26,400.00,
Deductible Wind,
Earthquake & Flood
2% of TIV or
$2,500, AOP $250
	 	JS Johnson

Insurance Agency

(Nassau)






C-3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	COVERAGE	 	 	 	POLICY	 	 	 	LIMIT/	 	 
	COVERAGE	 	DEFINITION	 	POLICY TERM	 	NUMBER	 	INSURER	 	DEDUCTIBLE	 	PAYABLE TO
	Property

(Transferable/Assignable)

	 	Machinery for the
peril of burglary
	 	12/20/2010-2011
	 	TBD
	 	TBD
	 	$26,400, Deductible
B$1,500.00
	 	JS Johnson

Insurance Agency

(Nassau)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Cargo

(Transferable/Assignable)

	 	Coverage for damage
to Goods, wares and
other interest in
connection with
projects
while in transit
(marine)
	 	1/15/2010

continuous until

cancelled
	 	T01000085907
	 	100% Jacobs & Brom

Marine Pool CORE

2011
	 	Limit/Deductible —
EUR 5,000,000
maximum per
occurrence during
transit. EUR
5,000,000 maximum
per occurrence as
per supplementary
insurance condition
“arbitrary
stay/storage”. Euro
500,000 first loss
per occurrence for
costs as described
in clause
TG041-005/14 —
removal of debris.
	 	Aon Rotterdam






C-4
















 





ANNEX D




CLAIMS PROCEDURES



Property Damage and Business Interruption Insurance



These claim handling procedures are valid for all Property and Business Interruption (including
clean-up cost) claims, whether or not caused by third parties.



The Buckeye terminal will report the claim by telephone (followed in writing for proper
documentation) to the Corporate Insurance Department of Vopak within 48 hours. The Corporate
Insurance Department of Vopak will co-ordinate the claim handling and is involved up to and
including collecting of funds from Insurers.



The Corporate Insurance Department of Vopak will arrange the appointment of surveyors and adjusters
in advance with the approval of all parties (Buckeye, Vopak, and local/global insurers). If
necessary, the claim handler for the Corporate Insurance Department of Vopak will attend the
accident at the site.



If a third party is involved in this matter, the Corporate Insurance Department of Vopak will
investigate whether or not a counter surveyor of a third party is involved in that case. If so, the
surveyor will co-ordinate the survey of the damages.



In case of damage to properties, such as jetties caused by collision with seagoing vessels, a
guarantee from the interested parties in the seagoing vessel must always be required. If the
estimated claim amount exceeds the threshold (EUR 500.000), the Corporate Insurance Department of
Vopak will ensure that an adequate security by third parties will be given with regard to extent
and quality. In the event where the extent of the damages does not exceed the applicable policy
deductible, Buckeye will arrange the guarantee itself. The surveyor will recommend the amount of
the guarantee to be required, taking into account a 30% additional charge for legal interests and
expenses.



The guarantee must always be arranged where possible before the departure of the seagoing vessel.
If necessary for obtaining the guarantee, the Corporate Insurance Department of Vopak will appoint
a lawyer on behalf of the terminal and, if required, also on behalf of insurers. Before appointing
a lawyer, the Corporate Insurance Department will consult with Buckeye and insurers.



The Corporate Insurance Department of Vopak will co-ordinate the arrest of the seagoing vessel
through the intermediary of the lawyer and will keep the terminal informed. In cases which the
Corporate Insurance Department of Vopak cannot be reached and immediate action must be taken, the
Buckeye terminal will appoint the dedicated lawyer directly and inform the Corporate Insurance
Department of Vopak as soon as possible.



The Buckeye terminal will monitor that in case of damage repairs, where an appropriate amount has
been spent, insurers through the Corporate Insurance Department of Vopak, will be asked to make an
interim payment pending the final settlement of the claim. The surveyor will, at request, recommend
in respect of such payment. The Corporate Insurance Department of Vopak will arrange settlement
with insurers. The applicable policy deductible will be deducted from the first interim payment.
Interim payments will be deducted from the final claim amount.







D-1









 







Notwithstanding anything to the contrary in the foregoing, any action taken by the Corporate
Insurance Department of Vopak on behalf or for the benefit of BORCO shall require Buckeye’s prior
approval, and if such prior approval is not obtained Vopak shall not be obligated to take the
action that is the subject of such approval.




Construction All Risk (CAR) / Builder’s Risk Insurance



In case of a physical damage occurring to or in connection with any project, the (sub)
contractor(s) and/or all other parties involved are obliged to report the claim by telephone
(followed in writing for proper documentation) to the Corporate Insurance Department of Vopak and
Aon (Rotterdam) within 48 hours.



The claims information should consist of: the address, location of the project, local contact,
phone, post address, e-mail, name of contractor(s) involved, expected date or project’s delivery,
date of loss/incident, and a short description of what has happened.



In general, after a claim occurred, the contractor is obliged to:



a) submit all relevant data to Aon (Rotterdam), Vopak Corporate Insurance Department and/or the
adjuster appointed on behalf of by them. The information should consist of, but is not limited to a
copy of the logbook administered by the contractors and parties acting on his behalf, as well as
all documents whereby one is held liable, summoned for civil or penal juridical prosecution;



b) render all reasonable required cooperation for the adjuster and/or settlement of the loss or
claim, and to give permission to the insurers and surveyors at their request to enter part of the
work that has been damaged or destroyed;



c) cooperate fully both before and after the claim settlement enabling insurers to proceed against
third parties making use of the name of the insured;



d) refrain from admitting liability; enter into compromises or effecting payments without the
express consent of insurers;



e) exercise all expediency for the limitation of the loss of damage and to consider all directives
given by the insurers or the surveyors appointed by them;



f) take all reasonable and necessary steps to prevent loss of damage or to limit the damage as much
as possible.




Vopak Corporate Insurance Department Claims Contact




Royal Vopak

P. O. Box 863

3000 AW Rotterdam

Westerlaan 10

3016 CK Rotterdam




Darko Domic, Insurance Manager

Office:              +31-10-400.25.79

Fax:                   +31-10-400.25.04




Mobile:            +31-610.79.90.79




D-2









 





E-mail:              darko.domic@vopak.com



Aon (Rotterdam) Claims Contact

Jelle Krijgsman

Tel:                   +3110-448 7751

Mobile             +316-1985 8022

E-mail:              jelle_krijgsman@aon.nl




D-3









 





ANNEX E




Reimbursable Insurance Costs



	 	 	 	 	 	 	 
	Coverage	 	Amount	 	Paid to
	Property/Windstorm

	 	$	258,054.14	 	 	J. S. Johnson Agency (Nassau)
	Builders’ Risk

	 	$	52,023.24	 	 	J. S. Johnson Agency (Nassau)
	Cargo

	 	$	15,089.13	 	 	Aon Rotterdam
	Cargo

	 	$	3,815.84	 	 	Aon Rotterdam
	Charterer’s Liability

	 	$	14,500.00	 	 	Aon Houston







E-1