Exhibit
10.8


CREDIT AGREEMENT


Dated as of August 9,
2006


Among


BUCKEYE GP HOLDINGS L.P.,


as Borrower,


SUNTRUST BANK,


as Administrative Agent,


and


THE LENDERS SIGNATORY
HERETO


SUNTRUST CAPITAL MARKETS,
INC.,

as Sole Lead Arranger and as Sole Bookrunner

















 


TABLE OF
CONTENTS


	
   

  	
  Page

  
	
  ARTICLE I DEFINITIONS AND
  ACCOUNTING MATTERS

  	
  1

  
	
   

  	
   

  
	
  SECTION 1.01. Certain Defined Terms

  	
  1

  
	
  SECTION 1.02. Accounting Terms and Determinations

  	
  16

  
	
   

  	
   

  
	
  ARTICLE II COMMITMENTS

  	
  17

  
	
   

  	
   

  
	
  SECTION 2.01. Loans and Letters of Credit

  	
  17

  
	
  SECTION 2.02. Borrowings, Continuations and Conversions of Revolving
  Credit Loans; Letters of Credit

  	
  17

  
	
  SECTION 2.03. Changes of Commitments

  	
  19

  
	
  SECTION 2.04. Fees

  	
  19

  
	
  SECTION 2.05. Several Obligations

  	
  21

  
	
  SECTION 2.06. Noteless Agreement; Evidence of Indebtedness

  	
  21

  
	
  SECTION 2.07. Prepayments

  	
  21

  
	
  SECTION 2.08. Assumption of Risks

  	
  22

  
	
  SECTION 2.09. Obligation to Reimburse and to Prepay

  	
  23

  
	
   

  	
   

  
	
  ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST

  	
  25

  
	
   

  	
   

  
	
  SECTION 3.01. Repayment of Loans

  	
  25

  
	
  SECTION 3.02. Interest

  	
  25

  
	
   

  	
   

  
	
  ARTICLE IV PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC

  	
  26

  
	
   

  	
   

  
	
  SECTION 4.01. Payments

  	
  26

  
	
  SECTION 4.02. Pro Rata Treatment

  	
  26

  
	
  SECTION 4.03. Computations

  	
  27

  
	
  SECTION 4.04. Non-receipt of Funds by the Agent

  	
  27

  
	
  SECTION 4.05. Set-off, Sharing of Payments, Etc

  	
  27

  
	
  SECTION 4.06. Taxes

  	
  28

  
	
   

  	
   

  
	
  ARTICLE V YIELD
  PROTECTION

  	
  30

  
	
   

  	
   

  
	
  SECTION 5.01. Additional Costs

  	
  30

  
	
  SECTION 5.02.
  Basis Unavailable or Inadequate for LIBOR Rate

  	
  31

  
	
  SECTION 5.03. Illegality

  	
  32

  
	
  SECTION 5.04. Base Rate Loans

  	
  32

  
	
  SECTION 5.05. Compensation

  	
  32

  
	
  SECTION 5.06. Replacement Lenders

  	
  33

  
	
   

  	
   

  
	
  ARTICLE VI CONDITIONS PRECEDENT

  	
  34

  
	
   

  	
   

  
	
  SECTION 6.01. Initial Funding

  	
  34

  



 



 i
 






 



 


	
  SECTION 6.02. Initial and Subsequent Loans and
  Letters of Credit

  	
  35

  
	
  SECTION 6.03. Conditions Precedent for the Benefit of Lenders

  	
  35

  
	
  SECTION 6.04. No Waiver

  	
  35

  
	
   

  	
   

  
	
  ARTICLE VII REPRESENTATIONS AND WARRANTIES

  	
  36

  
	
   

  	
   

  
	
  SECTION 7.01. Existence

  	
  36

  
	
  SECTION 7.02. Financial Condition

  	
  36

  
	
  SECTION 7.03. Litigation

  	
  37

  
	
  SECTION 7.04. No Breach

  	
  37

  
	
  SECTION 7.05. Authority

  	
  37

  
	
  SECTION 7.06. Approvals

  	
  38

  
	
  SECTION 7.07. Use of Loans

  	
  38

  
	
  SECTION 7.08. ERISA

  	
  38

  
	
  SECTION 7.09. Taxes

  	
  39

  
	
  SECTION 7.10. Titles to Properties, etc.

  	
  39

  
	
  SECTION 7.11. No Material Misstatements

  	
  39

  
	
  SECTION 7.12. Investment Company Act

  	
  40

  
	
  SECTION 7.13.
  Pledge Agreement

  	
  40

  
	
  SECTION 7.14. Subsidiaries

  	
  40

  
	
  SECTION 7.15. Location of Business and Offices

  	
  40

  
	
  SECTION 7.16. Defaults

  	
  40

  
	
  SECTION 7.17. Environmental Matters

  	
  40

  
	
  SECTION 7.18. Compliance with the Law

  	
  41

  
	
  SECTION 7.19. Insurance

  	
  41

  
	
  SECTION 7.20. Solvency

  	
  41

  
	
  SECTION 7.21. Partnership Agreement

  	
  41

  
	
  SECTION 7.22. Ownership of Parties

  	
  41

  
	
  SECTION 7.23. Patriot Act

  	
  42

  
	
   

  	
   

  
	
  ARTICLE VIII AFFIRMATIVE COVENANTS

  	
  42

  
	
   

  	
   

  
	
  SECTION 8.01. Reporting Requirements

  	
  42

  
	
  SECTION 8.02. Litigation

  	
  44

  
	
  SECTION 8.03. Maintenance, Etc.

  	
  44

  
	
  SECTION 8.04. Reserved

  	
  45

  
	
  SECTION 8.05. Environmental Matters

  	
  45

  
	
  SECTION 8.06. Further Assurances

  	
  46

  
	
  SECTION 8.07. Performance of Obligations

  	
  46

  
	
  SECTION 8.08. ERISA Information and Compliance

  	
  46

  
	
  SECTION 8.09. Compliance with and Modification of Organizational
  Documents

  	
  47

  
	
   

  	
   

  
	
  ARTICLE IX NEGATIVE COVENANTS

  	
  47

  
	
   

  	
   

  
	
  SECTION 9.01. Debt

  	
  47

  
	
  SECTION 9.02. Liens

  	
  48

  



 



 ii
 






 



 


	
  SECTION 9.03. Investments, Loans and Advances

  	
  48

  
	
  SECTION 9.04. Distributions and Redemptions

  	
  48

  
	
  SECTION 9.05. Sales and Leasebacks

  	
  49

  
	
  SECTION 9.06. Nature of Business

  	
  49

  
	
  SECTION 9.07. Restrictive Agreements

  	
  49

  
	
  SECTION 9.08. Mergers, Etc.

  	
  49

  
	
  SECTION 9.09. Proceeds of the Loans; Letters of Credit

  	
  49

  
	
  SECTION 9.10. ERISA Compliance

  	
  50

  
	
  SECTION 9.11. Sale or Discount of Receivables

  	
  51

  
	
  SECTION 9.12. Funded Debt Ratio

  	
  51

  
	
  SECTION 9.13. GP Leverage  Ratio

  	
  51

  
	
  SECTION 9.14. Sale of Properties

  	
  51

  
	
  SECTION 9.15. Environmental Matters

  	
  52

  
	
  SECTION 9.16. Transactions with Affiliates

  	
  52

  
	
  SECTION 9.17. Partnership Agreements

  	
  52

  
	
  SECTION 9.18. Accounting Changes

  	
  52

  
	
   

  	
   

  
	
  ARTICLE X EVENTS OF DEFAULT; REMEDIES

  	
  52

  
	
   

  	
   

  
	
  SECTION 10.01. Events of Default

  	
  52

  
	
  SECTION 10.02. Remedies

  	
  55

  
	
   

  	
   

  
	
  ARTICLE XI THE AGENT

  	
  56

  
	
   

  	
   

  
	
  SECTION 11.01. The Agent

  	
  56

  
	
  SECTION 11.02.
  Expenses

  	
  57

  
	
  SECTION 11.03.
  Proportionate Absorption of Losses

  	
  58

  
	
  SECTION 11.04.
  Delegation of Duties; Reliance

  	
  58

  
	
  SECTION 11.05.
  Limitation of the Agent’s Liability

  	
  58

  
	
  SECTION 11.06.
  Event of Default

  	
  59

  
	
  SECTION 11.07.
  Limitation of Liability

  	
  60

  
	
  SECTION 11.08.
  Other Agents

  	
  60

  
	
  SECTION 11.09.
  Relationship of Lenders

  	
  60

  
	
  SECTION 11.10.
  Benefits of Agreement

  	
  60

  
	
   

  	
   

  
	
  ARTICLE XII MISCELLANEOUS

  	
  60

  
	
   

  	
   

  
	
  SECTION 12.01. Waiver

  	
  60

  
	
  SECTION 12.02. Notices

  	
  60

  
	
  SECTION 12.03. Payment of Expenses, Indemnities, etc.

  	
  61

  
	
  SECTION 12.04. Amendments, Etc.

  	
  64

  
	
  SECTION 12.05. Successors and Assigns

  	
  64

  
	
  SECTION 12.06. Assignments and Participations

  	
  64

  
	
  SECTION 12.07. Invalidity

  	
  66

  
	
  SECTION 12.08. Counterparts

  	
  67

  
	
  SECTION 12.09. References

  	
  67

  
	
  SECTION 12.10. Survival

  	
  67

  



 



 iii
 






 



 


	
  SECTION 12.11. Captions

  	
  67

  
	
  SECTION 12.12. NO ORAL AGREEMENTS

  	
  67

  
	
  SECTION 12.13. GOVERNING LAW; SUBMISSION TO JURISDICTION

  	
  68

  
	
  SECTION 12.14. Interest

  	
  69

  
	
  SECTION 12.15. Confidentiality

  	
  70

  
	
  SECTION 12.16. EXCULPATION PROVISIONS

  	
  71

  
	
  SECTION 12.17. Separateness

  	
  71

  



 



 iv
 






 



 


ANNEXES, EXHIBITS AND SCHEDULES


	
  Annex I

  	
  -

  	
  List of Percentage Shares and Revolving Credit
  Commitments

  
	
  Exhibit A

  	
  -

  	
  Form of Borrowing, Continuation and Conversion
  Request

  
	
  Exhibit B

  	
  -

  	
  Form of Compliance Certificate

  
	
  Exhibit C

  	
  -

  	
  Form of Assignment Agreement

  
	
  Exhibit D-1

  	
  -

  	
  Restricted Subsidiaries as of the Closing Date

  
	
  Exhibit D-2

  	
  -

  	
  Unrestricted Subsidiaries as of the Closing Date

  
	
  Exhibit E

  	
  -

  	
  Form of Guaranty

  
	
   

  	
   

  	
   

  
	
  Schedule 7.02

  	
  -

  	
  Liabilities

  
	
  Schedule 7.03

  	
  -

  	
  Litigation

  
	
  Schedule 7.10

  	
  -

  	
  Title to Properties, etc.

  
	
  Schedule 7.14

  	
  -

  	
  Subsidiaries and Partnerships

  
	
  Schedule 7.22

  	
  -

  	
  Structure and Ownership of Restricted Subsidiaries

  
	
  Schedule 9.01

  	
  -

  	
  Existing Debt

  
	
  Schedule 9.02

  	
  -

  	
  Existing Liens

  
	
  Schedule 9.03

  	
  -

  	
  Investments, Loans and Advances

  



 



 v















THIS CREDIT AGREEMENT (as amended , supplemented and
modified from time to time, this “Agreement”)
is entered into as of August 9, 2006, among BUCKEYE GP HOLDINGS L.P., a limited
partnership formed under the laws of the State of Delaware (the
“Borrower”); each of the lenders that
is a signatory hereto or that becomes a signatory hereto as provided in
Section 12.06 (together with their successors and assigns, the “Lenders”); and SUNTRUST BANK (“SunTrust”), as administrative agent
for the Lenders (in such, capacity, together with its successors in such
capacity, the “Agent”) and as Issuing Bank
(as defined below).


R E C I T A L S


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


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


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


ARTICLE I

DEFINITIONS AND ACCOUNTING MATTERS


Section 1.01. 
Certain Defined Terms.


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


 “Additional Costs”
shall have the meaning assigned such term in Section 5.01(a).


 “Affected Loans”
shall have the meaning assigned such term in Section 5.04.


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









 



“Agent”
shall have the meaning assigned such term in the preamble to this Agreement.


“Agreement”
shall have the meaning assigned such term in the preamble to this Agreement.


“Aggregate
Revolving Credit Commitments” at any time shall equal the sum of
the Revolving Credit Commitments of the Lenders, as the same may be reduced
pursuant to Section 2.03(a).


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


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


	
   

  	
   

  	
  Level 1

  	
   

  	
  Level 2

  	
   

  	
  Level 3

  	
   

  	
  Level 4

  	
   

  	
  Level 5

  	
   

  
	
  S&P
Moody’s

  	
   

  	
  Reference

  Rating

  at least A-/A3

  	
   

  	
  Reference

  Rating Less

  than Level 1

  but at least

  BBB+/Baa1

  	
   

  	
  Reference

  Rating Less

  than Level 2

  but at least

  BBB/Baa2

  	
   

  	
  Reference

  Rating Less

  than Level 3

  but at least

  BBB-/Baa3

  	
   

  	
  Reference

  Rating

  below Level 4*

  	
   

  
	
  Interest Rate Per Annum

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIBOR Margin

  	
   

  	
  0.400

  	
  %

  	
  0.500

  	
  %

  	
  0.600

  	
  %

  	
  0.800

  	
  %

  	
  1.400

  	
  %

  
	
  Base
  Rate Margin

  	
   

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  	
  0.000

  	
  %

  



 






*or unrated     


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


 “Assignment Agreement”
shall have the meaning assigned such term in Section 12.06(b).


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



 2
 






 



“Base
Rate Loans” shall mean Loans that bear interest at rates based
upon the Base Rate.


 “Board of Directors”
means, with respect to any Person, such Person’s board of directors, managers
or members, as applicable.


 “Borrower”
shall have the meaning assigned such term in the preamble to this Agreement.


“Borrower
Partnership Agreement” shall mean the Amended and Restated
Agreement of Limited Partnership of the Borrower, dated as of August 9, 2006,
as further amended from time to time.


“Buckeye Partners” shall mean
Buckeye Partners, L.P., a Delaware limited partnership.


“Buckeye
Pipe Line Partnership Agreement” shall mean the Amended and
Restated Agreement of Limited Partnership of Buckeye Pipe Line Company, L.P.,
dated as of December 23, 1986, as amended on August 12, 1997, as amended and
restated on March 25, 1998 and as it may be amended from time to time.


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


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


“Change
of Control” shall mean either (i) the Carlyle Riverstone BPL
Holdings II, L.P. shall cease to own and control, beneficially and of record,
directly or indirectly 100% of the outstanding equity interests of the General
Partner or (ii) the General Partner shall cease to be the sole general partner
of the Borrower.


 “Closing Date”
shall mean the date on which the conditions precedent described in
Section 6.01 to the Initial Funding shall be satisfied or waived.


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


“Commitment”
shall mean, for any Lender, its obligation to make Revolving Credit Loans as
provided in Section 2.01(b) and Letters of Credit as provided in Section
2.01(b), up to such Lender’s Revolving Credit Commitment in each case as such
amount may be reduced from time to time pursuant to Section 2.03(a).



 3
 






 



“Compliance
Certificate” shall mean a certificate from the Borrower
substantially in the form of Exhibit B.


“Consolidated
Net Income” shall mean, with respect to any Person for any
period, the aggregate of the net income (or loss) of such Person and its
Consolidated Subsidiaries after allowances for taxes for such period,
determined on a consolidated basis
in accordance with GAAP; provided that
there shall be excluded from such net income (to the extent otherwise included
therein) the following: (i) the net income of any other Person in which
such Person or any of its Consolidated Subsidiaries has an interest (which
interest does not cause the net income of such other Person to be consolidated
with the net income of such Person and its Consolidated Subsidiaries in
accordance with GAAP), except to the extent of the amount of dividends or
distributions actually paid in such period by such other Person to such Person
or to a Consolidated Subsidiary of such Person, as the case may be;
(ii) the net income (but not loss) of any Consolidated Subsidiary of such
Person to the extent that the declaration or payment of dividends or similar
distributions or transfers or loans by that Consolidated Subsidiary is not at
the time permitted by operation of the terms of its charter or any agreement,
instrument or Governmental Requirement applicable to such Consolidated
Subsidiary, or is otherwise restricted or prohibited in each case
determined in accordance with GAAP; (iii) the net income (or loss) of any other Person acquired in a
pooling-of-interests transaction for any period prior to the date of such
transaction; (iv) any extraordinary gains or losses, including gains or
losses attributable to Property sales not in the ordinary course of business;
and (v) the cumulative effect of a change in accounting principles
resulting in any gains or losses attributable to write-ups or write-downs of
assets or liabilities.


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


“Debt”
shall mean, for any Person the sum of the following (without duplication):
(i) all obligations of such Person for borrowed money or evidenced by
bonds, debentures, notes or other similar instruments (including principal,
interest, fees and charges); (ii) all obligations of such Person (whether
contingent or otherwise) in respect of bankers’ acceptances, letters of credit,
surety or other bonds and similar instruments; (iii) all obligations of
such Person to pay the deferred purchase price of Property or services (other
than for borrowed money); (iv) all obligations under leases which shall
have been, or should have been, in accordance with GAAP, recorded as capital
leases in respect of which such Person is liable (whether contingent or otherwise);
(v) all obligations under operating leases which require such Person or
its Affiliate to make rental payments over the term of such lease, based on the
purchase price or appraised value of the Property subject to such lease plus a
marginal interest rate, and used primarily as a financing vehicle for, or to
monetize, such Property; (vi) all Debt (as described in the other clauses
of this definition) of others secured by a Lien on any asset of such Person,
whether or not such Debt is assumed by such Person; (vii) all Debt (as
described in the other clauses of this definition) of others guaranteed by such
Person or in which such Person otherwise assures a creditor against loss of the
debtor, provided that such obligations would be



 4
 






 



recorded by such original
obligor as a liability under GAAP; (viii) all obligations or undertakings
of such Person to maintain or cause to be maintained the financial position or
financial covenants of others or to purchase the Debt of others;
(ix) obligations to deliver goods or services not in the ordinary course
of business in consideration of advance payments; (x) obligations to pay
for goods or services not in the ordinary course of business whether or not
such goods or services are actually received or utilized by such Person;
(xi) any capital stock of such Person in which such Person has a mandatory
obligation to redeem such stock; (xii) any Debt of a Special Entity for
which such Person is liable either by agreement or because of a Governmental
Requirement; and (xiii) all obligations of such Person under Hedging
Agreements.


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


“Dollars”
and “$” shall mean lawful money of the
United States of America.


“EBITDA” shall
mean, for any Person for any period, the sum of (i) Consolidated Net Income for such period, plus (ii) the
following expenses or charges to the extent deducted from Consolidated Net
Income for such period: interest, taxes, depreciation, depletion and
amortization, plus (iii) Material Project EBITDA Adjustments; provided, however, with respect to the Borrower, if during
any period the Borrower or any Subsidiary acquires any Person and such acquired
Person becomes a Restricted Subsidiary, or the Borrower or a Restricted
Subsidiary acquires all or substantially all of the assets of any Person, the
EBITDA attributable to such Person or assets for such period determined on a
pro forma basis (as reasonably diligenced by the Borrower) may be included in
EBITDA for the calculation of the Funded Debt Ratio.


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



 5
 






 



effective date of such amendment
and (ii) to the extent the laws of the state in which any Property of the
Borrower or any Subsidiary is located establish a meaning for “oil,” “hazardous
substance,” “release,” “solid waste,” “hazardous waste,” or “disposal” which is
broader than that specified in either OPA, CERCLA or RCRA, such broader meaning
shall apply.


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


“ERISA
Affiliate” shall mean each trade or business (whether or not
incorporated) which together with the Borrower or any Subsidiary would be
deemed to be a “single employer”
within the meaning of section 4001(b)(1) of ERISA or subsection (b),
(c), (m) or (o) of section 414 of the Code.


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


“Event
of Default” shall have the meaning assigned such term in
Section 10.01.


“Excepted Liens” shall mean:


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


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


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



 6
 






 



(iv)                              statutory Liens incidental to the conduct of
business of the Borrower and the Restricted Subsidiaries (including Liens in
connection with worker’s compensation, unemployment insurance and other like
laws, other than ERISA Liens) that in each case are incurred in the ordinary
course of business and not in connection with the borrowing of money, the
obtaining of advances or credit or the payment of the deferred purchase price
of Property; provided in each case, that the
liability secured is not overdue or, if overdue, (A) is being contested by the
Borrower or a Restricted Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Borrower or a Restricted Subsidiary has
established adequate reserves therefor in accordance with GAAP on the books of
the Borrower or such Restricted Subsidiary or (B) such Liens in the aggregate
do not secure liabilities in the aggregate in excess of $1,000,000; and


(v)                                 any pledge or deposit by the Borrower or any
Restricted Subsidiary to secure payment of workers’ compensation or insurance
premiums.


“Existing
Credit Agreement” shall mean that certain Credit and Guaranty
Agreement, dated as of December 17, 2004, by and
among MainLine L.P. and MainLine Sub LLC, the lenders from time to time parties
thereto and Goldman Sachs Credit Partners, L.P., as Administrative Agent, as
amended or modified prior to the date hereof.


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


“Fee
Letter” shall mean that certain letter agreement from SunTrust
Capital Markets, Inc. and SunTrust to the Borrower, dated July 5, 2006, as the
same may be amended or replaced from time to time, concerning certain fees in
connection with this Agreement and any
agreements or instruments executed in connection herewith.


“Financial
Statements” shall mean the financial statements described or
referred to in Section 7.02.


“Funded
Debt” shall mean for any Person, Debt of such Person (other than
the type described in subsection (xiii) of the definition of Debt), less
all obligations of such Person to pay the deferred purchase price of Property
or services obtained in the ordinary course of business.


“Funded
Debt Ratio” shall mean the ratio (calculated quarterly at the
end of each fiscal quarter) of (i) the consolidated Funded Debt of the Borrower
and its Subsidiaries



 7
 






 



(including all Unrestricted
Subsidiaries) for the four fiscal quarters ending on such date to (ii) the
consolidated EBITDA of the Borrower and its Subsidiaries (including all
Unrestricted Subsidiaries) for such four fiscal quarters.


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


“General
Partner” shall
mean MainLine Management, LLC, a Delaware limited liability company.


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


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


“GP
Leverage Ratio” shall mean the ratio (calculated quarterly at
the end of each fiscal quarter) of (i) the consolidated Funded Debt of the Borrower and the Restricted
Subsidiaries for the four fiscal
quarters ending on such date to
(ii) (A) the aggregate dividends and distributions received by the Borrower and
the Restricted Subsidiaries, directly or through one of their Subsidiaries,
from Buckeye Partners for such four
fiscal quarters measured on a consolidated basis, plus (B) all other cash received by the Borrower and the
Restricted Subsidiaries for such
four fiscal quarters measured on a consolidated basis, less (C) all expenses of the
Borrower and the Restricted Subsidiaries for such four fiscal quarters measured on a consolidated basis, provided,
however, that (w) for the fiscal
quarters ending September 30, 2006 and December 31, 2006, clause (ii) shall be
deemed to be $23,200,000, (x) for the fiscal quarter ending on March 31, 2007,
clause (ii) shall be calculated as the sum of (A) $17,400,000 plus (B) the
actual calculation for the fiscal quarter ended March 31, 2007, (y) for the
fiscal quarter ending on June 30, 2007, clause (ii) shall be calculated as the
sum of (A) $11,600,000 plus (B) the actual calculation for the fiscal quarters
ended March 31, 2007 and June 30, 2007, and (z) for the fiscal quarter ending
on September 30, 2007, clause (ii) shall be calculated as the sum of (A)
$5,800,000 plus (B) the actual calculation for the fiscal quarters ended March
31, 2007, June 30, 2007 and September 30, 2007.



 8
 






 



“Granting
Lender” shall have the meaning assigned such term in
Section 12.06(e).


“Guarantor”
shall mean each Restricted Subsidiary that has executed a Guaranty.


“Guaranty”
shall mean an agreement executed by a Guarantor substantially in the form of
Exhibit E.


“Hedging
Agreements” shall mean any commodity, interest rate or currency
swap, cap, floor, collar, forward agreement or other exchange or protection
agreements or any option with respect to any such transaction.


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


“Indemnified
Parties” shall have the meaning assigned such term in
Section 12.03(a)(ii).


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


 “Initial Funding”
shall mean the funding of the initial Loans or issuance of the initial Letters
of Credit upon satisfaction of the conditions set forth in Sections 6.01
and 6.02.


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


Notwithstanding the foregoing:
(i) no Interest Period may end after the Termination Date; (ii) each
Interest Period that would otherwise end on a day that is not a Business Day
shall end on the next succeeding Business Day (or, if such next succeeding
Business Day falls in the next succeeding calendar month, on the next preceding
Business Day); and (iii) no Interest Period shall have a duration of less
than one month and, if the



 9
 






 



Interest Period for any LIBOR
Loans would otherwise be for a shorter period, such Loans shall not be
available hereunder.


 “Issuing Bank”
shall mean SunTrust or any other Lender agreed to among the Borrower, the Agent,
and such Lender to issue Letters of Credit.


“LC
Commitment” shall mean up to $10,000,000, the amount of such LC
Commitment being a portion of the Revolving Credit Commitment.


“LC
Exposure” at any time shall mean the aggregate face amount of
all undrawn and uncancelled Letters of Credit and the aggregate of all amounts
drawn under all Letters of Credit and not yet reimbursed.


“LC
Payment Notice” shall have the meaning assigned such term in
Section 2.09(c).


“Lenders”
shall have the meaning assigned such term in the preamble to this Agreement.


“Letter
of Credit Agreements” shall mean the written agreements with the
Issuing Bank, as issuing lender for any Letter of Credit, executed in
connection with the issuance by the Issuing Bank of the Letters of Credit, such
agreements to be on the Issuing Bank’s customary form for letters of credit of
comparable amount and purpose as from time to time in effect or as otherwise
agreed to by the Borrower and the Issuing Bank.


“Letters
of Credit” shall mean (i) the letters of credit issued pursuant
to Section 2.01(b) and all reimbursement obligations pertaining to any such
letters of credit.


“LIBOR”
shall mean, for any Interest Period for any LIBOR Loan, the rate per annum
equal to the offered rate for deposits in Dollars for a period equal to such
Interest Period appearing on the page of Bloomberg reporting service, or such similar service as determined by
the Agent, that displays the British Bankers’ Association interest settlement
rates for deposits in Dollars, as of
11:00 a.m. (London, England time) on the date that is two (2) Business Days
prior to the first day of such Interest Period, or if such page is unavailable
from Bloomberg reporting service
for any reason at such time, the rate of interest determined by the Agent to be
the average (rounded upward, if necessary, to the nearest 1/100th of 1%) of the
rates per annum at which deposits in Dollars are offered to the Agent two (2)
Business Days preceding the first day of such Interest Period by leading
reference banks in the London interbank market as of 10:00 a.m. for delivery on
the first day of such Interest Period, for the number of days comprised therein
and in an amount comparable to the amount of the Agent’s portion of the
relevant LIBOR borrowing.


“LIBOR
Loans” shall mean Loans that bear interest at rates based upon
the LIBOR Rate.


“LIBOR
Rate” shall mean, with respect to any LIBOR Loan, a rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by
the Agent to



 10














 


be equal to the quotient of
(i) LIBOR for the Interest Period for such Loan divided by (ii) 1
minus the Reserve Requirement for such Loan for such Interest Period.


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


“Loan
Documents” shall mean this Agreement, the Letters of Credit, the
Guaranties, the Letter of Credit Agreements, the Pledge Agreement, the Fee
Letter, and any and all other agreements or instruments now or hereafter
executed and delivered by the Borrower or any other Person (other than
participation or similar agreements between any Lender and any other lender or
creditor with respect to any Debt hereunder) in connection with, or as security
for or guaranty of the payment or performance of this Agreement, or
reimbursement obligations under the Letters of Credit, as such agreements may
be amended, supplemented or restated from time to time.


“Loans”
shall mean the loans as provided for by Sections 2.01(a) and (b).  “Loans” shall include the Revolving Credit
Loans.


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


“Material Project”
shall mean each new pipeline, storage facility, processing plant or other
capital expansion project wholly owned by the Borrower or its Subsidiaries, the
construction of which commenced after the Closing Date and which has a budgeted
capital cost exceeding $25,000,000.


“Material Project EBITDA
Adjustments” shall mean, with respect to each Material Project,
(A) prior to completion of the Material Project, a percentage (based on the
then-current completion percentage of the Material Project) of an amount to be
approved by the Required Lenders as the projected EBITDA attributable to such
Material Project (such amount to be determined based on contracts relating to
such Material



 11
 






 



Project, the creditworthiness of the other parties to
such contracts and projected revenues from such contracts, capital costs and
expenses, scheduled completion, and other factors deemed appropriate by the
Lenders) shall be added to actual EBITDA for the Borrower and its Subsidiaries
for the fiscal quarter in which construction of such Material Project commences
and for each fiscal quarter thereafter until completion of the Material Project
(net of any actual EBITDA attributable to such Material Project following its
completion), provided that if construction of the Material Project is
not completed by the scheduled completion date, then the foregoing amount shall
be reduced by the following percentage amounts depending on the period of delay
for completion (based on the period of actual delay or then-estimated delay,
whichever is longer): (i) longer than 90 days, but not more than 180 days, 25%,
(ii) longer than 180 days but not more than 270 days, 50%, and (iii) longer
than 270 days, 100%; and (B) beginning with the first full fiscal quarter
following completion of the Material Project and for the two immediately
succeeding fiscal quarters, an amount equal to the projected EBITDA
attributable to the Material Project for the balance of the four full fiscal
quarter period following completion shall be added to the actual EBITDA
attributable to the Material Project for such fiscal quarter or quarters, for
determining EBITDA for the fiscal quarter then ending and the immediately
preceding three fiscal quarters.  Notwithstanding
the foregoing, (i) no such additions shall be allowed with respect to any
Material Project unless not later than 45 days prior to commencement of
construction thereof, the Borrower shall have delivered to the Agent and the
Lenders written pro forma projections of EBITDA attributable to such Material
Project and such other information and documentation as the Agent or any Lender
may reasonably request, all in form and substance satisfactory to the Agent and
the Required Lenders, and (ii) the aggregate amount of all Material Project
EBITDA Adjustments during any period shall be limited to 20% of the total
actual EBITDA of the Borrower and its Subsidiaries for such period (which total
actual EBITDA shall be determined without including any Material Project EBITDA
Adjustments or any adjustments in respect of any acquisitions provided in the
definition of EBITDA).


“Moody’s”
shall mean Moody’s Investors Service, Inc., or any successor thereto.


“Multiemployer
Plan” shall mean a Plan defined as such in Section 3(37) or
4001(a)(3) of ERISA.


“Other
Taxes” shall have
the meaning assigned such term in Section 4.06(b).


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


“Percentage
Share” shall mean, for each Lender, the percentage obtained by
dividing such Lender’s Commitment by the Aggregate Revolving Credit
Commitments.


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



 12
 






 



“Plan”
shall mean any employee pension benefit plan, as defined in Section 3(2)
of ERISA, that (i) is currently or hereafter sponsored, maintained or
contributed to by the Borrower, any Subsidiary of the Borrower or an ERISA
Affiliate or (ii) was at any time during the preceding six calendar years
sponsored, maintained or contributed to, by the Borrower, any Subsidiary of the
Borrower or an ERISA Affiliate.


“Pledge
Agreement” shall mean that certain Pledge Agreement, dated as of
the date hereof executed by MainLine Sub LLC in favor of the Agent.


“Post-Default
Rate” shall mean, in respect of any principal of any Loan or any
other amount payable by the Borrower under this Agreement or any other Loan
Document, a rate per annum equal to 2% per annum above the rate of interest
applicable from time to time to Base Rate Loans as provided in Section
3.02(a)(i), but in no event to exceed the Highest Lawful Rate; provided however, for any LIBOR Loan, the Post-Default
Rate shall be 2% per annum above the
interest rate for such Loan as provided in Section 3.02(a)(ii), but in no
event to exceed the Highest Lawful Rate.


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


“Principal
Office” shall mean the principal office of the Agent, presently
located at 303 Peachtree Street, Atlanta, Georgia 30308.


“Property”
shall mean any interest in any kind of property or asset, whether real,
personal or mixed, or tangible or intangible.


“Quarterly
Dates” shall mean the last day of each March, June, September
and December, in each year, the first of which shall be September 30, 2006.


“Ratings
Affirmation” means, with respect to any particular action or
proposed action, the affirmation by each of Standard & Poor’s Rating
Services and Moody’s Investors Service, Inc. or, if either or both of such
ratings agencies do not then rate the senior unsecured non-credit enhanced
long-term debt of Buckeye Partners, by such other nationally recognized
statistical rating organization (as defined in the rules and regulations of the
SEC) then having issued long-term debt ratings for the senior unsecured
non-credit enhanced long-term debt of Buckeye Partners, that such long-term debt
ratings will not be lowered as a result of the taking of such action or
proposed action.


“Reference
Rating” shall mean the ratings assigned by S&P and Moody’s
to the senior unsecured non-credit enhanced long-term debt of Buckeye
Partners.  If such ratings assigned by
S&P and Moody’s are not comparable (i.e., a “split
rating”), and (i) the ratings differential
is less than two levels, then the higher of such two ratings shall



 13
 






 



control or (ii) the ratings
differential is two levels or more, then the ratings one below the higher of
such two ratings shall control, unless either rating is below BBB- (in the case
of S&P) or Baa3 (in the case of Moody’s), in which case the lower of the
two ratings shall control.


“Registration
Statement” shall mean that certain registration statement on
Form S-1 filed on April 20, 2006 by the Borrower with the SEC and any
amendments through the date hereof.


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


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


“Required
Lenders” shall mean, at any time while no Loans are outstanding,
Lenders having more than 50% of the Aggregate Revolving Credit Commitments and,
at any time Loans are outstanding, Lenders holding more than 50% of the
outstanding aggregate principal amount of the Loans and LC Exposure (without
regard to any sale by a Lender of a participation in any Loan under
Section 12.06(c)).


“Required
Payment” shall have the meaning assigned such term in
Section 4.04.


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


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


“Responsible
Officer” shall mean, as to any Person, the Chief Executive
Officer, the President or any Vice President of such Person and, with respect
to financial matters, the term “Responsible Officer” shall include the Chief Financial Officer of such
Person.



 14
 






 



Unless otherwise specified, all
references to a Responsible Officer herein shall mean a Responsible Officer of
the Borrower.


“Restricted
Subsidiary” shall mean each Subsidiary of the Borrower other
than the Unrestricted Subsidiaries.  Exhibit
D-1 lists all Restricted Subsidiaries of the Borrower as of the Closing
Date.


“Revolving
Credit Commitment” shall mean, as to each Lender, the amount set
forth opposite such Lender’s name on Annex I under the caption “Revolving
Credit Commitment” (as the same may be reduced pursuant to Section 2.03(a) pro
rata to each Lender based on its Percentage Share), as modified from time to
time to reflect any assignments permitted by Section 12.06(b).


“Revolving
Credit Loans” shall mean Loans made pursuant to Section 2.01(a).


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


“Sale-Leaseback
Attributable Debt” shall mean, as to any particular lease
relating to a Sale-Leaseback Transaction, the amount of the net sale proceeds
derived from the sale or transfer to the Borrower or any Restricted Subsidiary of
the Property involved.


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


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


“Solvent”
shall mean, with respect to any Person on a particular date, that on
such date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including contingent liabilities, of such Person;
(b) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured; (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person’s ability to pay as such debts and liabilities mature; and
(d) such Person is not engaged in a business or transaction, and is not about
to engage in a business or transaction, for which such Person’s property would
constitute an unreasonably small capital. 
The amount of contingent liabilities (such as litigation, guaranties and
pension plan liabilities) at any time shall be computed as the amount (if any)
that, in light of all the facts and circumstances existing at the time,
represents the amount that can be reasonably be expected to become an actual or
matured liability.


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



 15
 






 



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


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


 “SunTrust” shall have the meaning assigned such term in
the preamble to this Agreement.


“Taxes”
shall have the meaning assigned such term in Section 4.06(a).


“Termination
Date” shall mean the earlier to occur of (i) the fifth
anniversary of the date hereof and (ii) the date that the Commitments are
terminated pursuant to Section 2.03(a) or 10.02.


“Type”
shall mean, with respect to any Loan, a Base Rate Loan or a LIBOR Loan.


“Unrestricted
Subsidiary” shall mean each of Buckeye Partners and its
Subsidiaries.  Exhibit D-2 lists
all Unrestricted Subsidiaries of the Borrower as of the Closing Date.  For avoidance of doubt, any partnerships that
are Subsidiaries of Buckeye Partners and which have MainLine L.P. as the
general partner thereof, shall nevertheless be Unrestricted Subsidiaries for
purposes of this Agreement.


SECTION
1.02.  Accounting Terms and
Determinations.


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



 16
 






 



ARTICLE II

COMMITMENTS


SECTION
2.01.  Loans and Letters of Credit.


(a)                                  Revolving Credit
Loans.  Each
Lender severally agrees, on the terms and conditions of this Agreement, to make
loans to the Borrower during the period from and including (i) the date
hereof or (ii) such later date that such Lender becomes a party to this
Agreement as provided in Section 12.06(b), to and up to, but excluding,
the Termination Date in an aggregate principal amount at any one time
outstanding up to, but not exceeding, the amount of such Lender’s Revolving Credit
Commitment as then in effect; provided, however,
that the aggregate principal amount of all such Revolving Credit Loans by all
Lenders hereunder at any one time outstanding plus the LC Exposure shall not
exceed the Aggregate Revolving Credit Commitments.  Subject to the terms of this Agreement,
during the period from the date hereof to and up to, but excluding, the
Termination Date, the Borrower may borrow, repay and reborrow the amount
described in this Section 2.01(a).


(b)                                 Letters of
Credit.  During the period from and including
the date hereof to, but excluding, the Termination Date, the Issuing Bank, as
issuing bank for the Lenders, agrees, on the terms and conditions of this
Agreement, to extend credit for the account of any Account Party at any time and from time to time by issuing,
renewing, extending or reissuing Letters of Credit.  The
Issuing Bank shall not issue, renew, extend or reissue Letters of Credit pursuant hereto (i) if the LC
Exposure at the time of such extension of credit exceeds the lesser of
(A) the LC Commitment and (B) the Aggregate Revolving Credit
Commitments, as then in effect, minus the aggregate principal amount of all
Loans then outstanding, or (ii) if the Borrower
is not in compliance with all the conditions to the making of such extension of
credit as set forth in this Agreement. 
The Lenders shall participate in such Letters of Credit according to
their respective Percentage Shares.  Each
Letter of Credit shall (i) be issued by the Issuing Bank, (ii) contain
such terms and provisions as are reasonably required by the Issuing Bank,
(iii) be for the account of the Account Party named therein and
(iv) expire not later than the earlier of (A) two years from the date of issuance and (B) five days
before the Termination Date.


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


SECTION
2.02.  Borrowings, Continuations and
Conversions of Revolving Credit Loans; Letters of Credit.


(a)                                  Borrowings.  The
Borrower shall give the Agent (which shall promptly notify the Lenders) advance
notice as hereinafter provided of each borrowing under Section 2.01(a),
which shall specify (i) the aggregate amount of such borrowing,
(ii) the Type and (iii) the date (which shall be a Business Day) of
the Loans to be borrowed, and (iv) in the case of LIBOR Loans, the
duration of the Interest Period therefor.



 17
 






 



(b)                                 Minimum Amounts.  All Base
Rate Loan borrowings shall be in amounts of at least $300,000 or the remaining
balance of the Aggregate Revolving Credit Commitments, if less, or any whole
multiple of $100,000 in excess thereof, and all LIBOR Loans shall be in amounts
of at least $300,000 or any whole multiple of $100,000 in excess thereof.


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


(d)                                 Continuation
Options.  Subject to the provisions made in this
Section 2.02(d), the Borrower may elect to continue all or any part of any
LIBOR Loan beyond the expiration of the then current Interest Period relating
thereto by giving advance notice as provided in Section 2.02(c) to
the Agent (which shall promptly notify the Lenders) of such election,
specifying the amount of such Loan to be continued and the Interest Period
therefor.  In the absence of such a
timely and proper election, the Borrower shall be deemed to have elected to
convert such LIBOR Loan to a Base Rate Loan pursuant to Section 2.02(e).  All or any part of any LIBOR Loan may be
continued as provided herein, provided that
(i) any continuation of any such Loan shall be (as to each Loan as
continued for an applicable Interest Period) in amounts of at least $300,000 or
any whole multiple of $100,000 in excess thereof and (ii) no Default shall
have occurred and be continuing.  If a
Default shall have occurred and be continuing, each LIBOR Loan shall be
converted to a Base Rate Loan on the last day of the Interest Period applicable
thereto.


(e)                                  Conversion
Options.  The Borrower may elect to convert all or any
part of any LIBOR Loan on the last day of the then current Interest Period
relating thereto to a Base Rate Loan by giving advance notice to the Agent
(which shall promptly notify the Lenders) of such election.  Subject to the provisions made in this
Section 2.02(e), the Borrower may elect to convert all or any part of any
Base Rate Loan at any time and from time to time to a LIBOR Loan by giving
advance notice as provided in Section 2.02(c) to the Agent (which
shall promptly notify the Lenders) of such election.  All or any part of any outstanding Loan may
be converted as provided herein, provided that
(i) any conversion of any Base Rate Loan into a LIBOR Loan shall be (as to
each such Loan into which there is a conversion for an applicable Interest
Period) in amounts of at least $300,000 or any whole multiple of $100,000 in
excess thereof and (ii) no Default shall have occurred and be
continuing.  If a Default shall have
occurred and be continuing, no Base Rate Loan may be converted into a LIBOR
Loan.


(f)                                    Advances.  Not later
than 11:00 a.m. Atlanta time for LIBOR Loans and 1:00 p.m. Atlanta time for
Base Rate Loans on the date specified for each borrowing hereunder, each



 18
 






 



Lender
shall make available the amount of the Loan to be made by it on such date to
the Agent, to an account which the Agent shall specify, in immediately
available funds, for the account of the Borrower.  The amounts so received by the Agent shall,
subject to the terms and conditions of this Agreement, be made available to the
Borrower by depositing the same, in immediately available funds, in an account
of the Borrower, designated by the Borrower and maintained at the Principal
Office.


(g)                                 Letters of
Credit.  The Borrower shall give the Issuing
Bank (with a copy to the Agent) advance notice to be received by the Issuing
Bank not later than 11:00 a.m. Atlanta time not less than three Business Days
prior thereto of each request for the issuance, and at least three Business
Days prior to the date of the renewal or extension, of a Letter of Credit
hereunder which request shall specify (i) the amount of such Letter of
Credit, (ii) the date (which shall be a Business Day) such Letter of
Credit is to be issued, renewed or extended, (iii) the duration thereof,
(iv) the name and address of the beneficiary thereof, (v) the name of the Account Party on
whose behalf the Letter of Credit shall be issued, (vi) the form of the
Letter of Credit and (vii) such other information as the Issuing Bank may
reasonably request, all of which shall be reasonably satisfactory to the
Issuing Bank.  Subject to the terms and
conditions of this Agreement, on the date specified for the issuance, renewal
or extension of a Letter of Credit, the Issuing Bank shall issue, renew or
extend such Letter of Credit to the beneficiary thereof.


In conjunction with the issuance of each Letter of
Credit, the Borrower shall execute a Letter of Credit Agreement.  In the event of any conflict between any
provision of a Letter of Credit Agreement and this Agreement, the Borrower, the
Issuing Bank, the Agent and the Lenders hereby agree that the provisions of
this Agreement shall govern.


The Issuing Bank will send to the Borrower and each
Lender, immediately upon issuance of any Letter of Credit, or an amendment
thereto, a true and complete copy of such Letter of Credit or such amendment.


SECTION
2.03.  Changes of Commitments.


(a)                                  The Borrower shall have
the right to terminate or to reduce the amount of the Aggregate Revolving
Credit Commitments at any time, or from time to time, upon not less than three
Business Days’ prior notice to the Agent (which shall promptly notify the
Lenders) of each such termination or reduction, which notice shall specify the
effective date thereof and the amount of any such reduction (which shall not be
less than $1,000,000 or any whole multiple of $1,000,000 in excess thereof) and
shall be irrevocable and effective only upon receipt by the Agent.


(b)                                 The Aggregate Revolving Credit Commitments once
terminated or reduced may not be reinstated.


SECTION 2.04.  Fees.


(a)                                  Facility Fee.  The Borrower shall pay to the Agent for the
account of each Lender a facility fee equal to the product of (i) the daily
average amount of such Lender’s Commitment (regardless of usage) and (ii) the
rate per annum set forth below in the columns
identified as Level 1, Level 2, Level 3, Level 4, and
Level 5, determined by reference to the Reference Rating, from the date
hereof in the case of each Lender party to the Agreement on such date, and



 19
 






 



for each Lender becoming
a party to this Agreement after such date, from the effective date that it
became a Lender, until the earlier to occur of the Termination Date and, in the
case of the termination in whole of a Lender’s Commitment pursuant to
Section 2.03, the date of such termination, payable on each Quarterly Date
during such period, and on the Termination Date.


	
   

  	
   

  	
  Level 1

  	
   

  	
  Level 2

  	
   

  	
  Level 3

  	
   

  	
  Level 4

  	
   

  	
  Level 5

  	
   

  
	
  S&P
Moody’s

  	
   

  	
  Reference Rating

  at least A-/A3

  	
   

  	
  Reference Rating

  Less than

  Level 1

  but at least

  BBB+/Baa1

  	
   

  	
  Reference Rating

  Less than Level 2

  but at least

  BBB/Baa2

  	
   

  	
  Reference Rating

  Less than Level 3

  but at least BBB-

  /Baa3

  	
   

  	
  Reference Rating

  below Level 4*

  	
   

  
	
  Rate Per Annum

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility
  Fee

  	
   

  	
  0.100

  	
  %

  	
  0.125

  	
  %

  	
  0.150

  	
  %

  	
  0.200

  	
  %

  	
  0.350

  	
  %

  



 






*or unrated


Any
change in the facility fee will be effective as of the date on which S&P or
Moody’s, as the case may be, announces any change in the ratings used to
determine the Reference Rating.


(b)                                 Letter of Credit
Fees.


(i)                                     The Borrower agrees to pay the Agent, for the
account of each Lender, commissions for issuing the Letters of Credit on such
Lender’s Percentage Share of the daily average amount of the maximum liability
of the Issuing Bank existing from time to time under such Letter of Credit
(calculated separately for each Letter of Credit) at a rate per annum equal to
the Applicable Margin then in effect for LIBOR Loans.  Each Letter of Credit shall be deemed to be
outstanding up to the full face amount of the Letter of Credit until the
Issuing Bank has received the canceled Letter of Credit or a written
cancellation of the Letter of Credit from the beneficiary of such Letter of
Credit in form and substance acceptable to the Issuing Bank, or for any
reductions in the amount of the Letter of Credit (other than from a drawing),
written notification from the beneficiary of such Letter of Credit.  Such commissions are payable quarterly in
arrears on each Quarterly Date and upon cancellation or expiration of each such
Letter of Credit.


(ii)                                  The Borrower agrees to pay the Issuing Bank, for
its own account, an issuing fee for issuing Letters of Credit on the daily
average amount of the maximum liability of the Issuing Bank existing from time
to time under such Letter of Credit (calculated separately for each Letter of
Credit) at the rate of 0.125% per annum, payable quarterly in arrears on each
Quarterly Date and upon cancellation or expiration of each such Letter of
Credit.


(iii)                               In addition to the fees in subsections (i) and
(ii) of Section 2.04(b), the Borrower agrees to pay the Issuing Bank on
demand the Issuing Bank’s customary letter of credit fees, including, without
limitation, amendment fees, negotiation and drawing fees, and other fees
customarily payable with respect to each Letter of Credit.


 



 20














 


(c)                                  Fee Letter.  The
Borrower shall pay all fees as are set forth in the Fee Letter on the dates
specified therein.


SECTION
2.05.  Several Obligations.


The failure of any Lender to make any Loan to be made
by it or to provide funds for disbursements or reimbursements under Letters of
Credit on the date specified therefor shall not relieve any other Lender of its
obligation to make its Loan or provide funds on such date, but no Lender shall
be responsible for the failure of any other Lender to make a Loan to be made by
such other Lender or to provide funds to be provided by such other Lender.


SECTION
2.06.  Noteless Agreement; Evidence of
Indebtedness.


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


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


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


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


SECTION
2.07.  Prepayments.


(a)                                  Voluntary
Prepayments.  The Borrower may prepay the Base Rate Loans
upon not less than one (1) Business Day’s prior notice to the Agent (which
shall promptly notify the Lenders), which notice shall specify the prepayment
date (which shall be a Business Day) and the amount of the prepayment (which
shall be at least $300,000 or whole multiples of $100,000 in excess thereof for
Revolving Credit Loans that are Base Rate Loans, or the remaining aggregate
principal balance outstanding) and shall be irrevocable and effective only upon
receipt



 21
 






 



by
the Agent, provided that interest on the principal
prepaid, accrued to the prepayment date, shall be paid on the prepayment
date.  The Borrower may prepay LIBOR
Loans on the same conditions as for Base Rate Loans (except that prior notice
to the Agent shall be not less than three Business Days for LIBOR Loans and
such payment shall be at least $300,000 or whole multiples of $100,000 in excess
thereof) and in addition such prepayments of LIBOR Loans shall be subject to
the terms of Section 5.05 and shall be in an amount equal to all of the
LIBOR Loans for the Interest Period prepaid.


(b)                                 Mandatory
Prepayments.  If, after giving effect to any termination or
reduction of the Aggregate Revolving Credit Commitments pursuant to
Section 2.03(a), the outstanding aggregate principal amount of the Loans
plus the LC Exposure exceeds the Aggregate Revolving Credit Commitments, the
Borrower shall (i) prepay the Revolving Credit Loans on the date of such
termination or reduction in an aggregate principal amount equal to the excess,
together with interest on the principal amount paid accrued to the date of such
prepayment, (ii) if any excess remains after prepaying all of the Loans because
of LC Exposure, pay to the Agent on behalf of the Lenders an amount equal to
the excess to be held as cash collateral as provided in Section 2.09(b) hereof.


(c)                                  Generally.  Prepayments permitted or required under this Section 2.07
shall be without premium or penalty, except as required under Section 5.05
for prepayment of LIBOR Loans.  Any
prepayments on the Loans may be reborrowed subject to the then effective
Aggregate Revolving Credit Commitments.


SECTION
2.08.  Assumption of Risks.


The Borrower assumes all risks of the acts or
omissions of any beneficiary of any Letter of Credit or any transferee thereof
with respect to its use of such Letter of Credit.  Neither the Issuing Bank (except in the case
of gross negligence or willful misconduct on the part of the Issuing Bank or
any of its agents or employees), its correspondents nor any Lender shall be
responsible for the validity, sufficiency or genuineness of certificates or
other documents or any endorsements thereon, even if such certificates or other
documents should in fact prove to be invalid, insufficient, fraudulent or
forged; for errors, omissions, interruptions or delays in transmissions or
delivery of any messages by mail, telex, or otherwise, whether or not they be
in code; for errors in translation or for errors in interpretation of technical
terms; the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign any Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason; the failure of any beneficiary or
any transferee of any Letter of Credit to comply fully with conditions required
in order to draw upon any Letter of Credit; or for any other consequences
arising from causes beyond the Issuing Bank’s control or the control of the
Issuing Bank’s correspondents.  In
addition, neither the Issuing Bank, the Agent nor any Lender shall be
responsible for any error, neglect, or default of any of the Issuing Bank’s
correspondents; and none of the above shall affect, impair or prevent the
vesting of any of the Issuing Bank’s, the Agent’s or any Lender’s rights or
powers hereunder or under the Letter of Credit Agreements, all of which rights
shall be cumulative.  The Issuing Bank
and its correspondents may accept certificates or other documents that appear
on their face to be in order, without responsibility for further investigation
of any matter contained therein regardless of any notice or information to the
contrary.  In furtherance and not in
limitation of the



 22
 






 



foregoing provisions, the
Borrower agrees that any action, inaction or omission taken or not taken by the
Issuing Bank or by any correspondent for the Issuing Bank in good faith in
connection with any Letter of Credit, or any related drafts, certificates,
documents or instruments, shall be binding on the Borrower and shall not put
the Issuing Bank or its correspondents under any resulting liability to the
Borrower.


SECTION
2.09.  Obligation to Reimburse and to
Prepay.


(a)                                  If
a disbursement by the Issuing Bank is made under any Letter of Credit, the
Borrower and the applicable Account Party hereby jointly and severally agree
pay to the Agent within two Business Days after notice of any such disbursement
is received by the Borrower and such Account Party, the amount of such
disbursement (if such payment is not sooner effected as may be required under
this Section 2.09 or under other provisions of the Letter of Credit), together
with interest on the amount disbursed from and including the date of
disbursement until payment in full of such disbursed amount at a varying rate
per annum equal to (i) the then applicable interest rate for Base Rate
Loans through the second Business Day after notice of such disbursement is
received by the Borrower and (ii) thereafter, the Post-Default Rate for
Base Rate Loans (but in no event to exceed the Highest Lawful Rate) for the
period from and including the third Business Day following the date of such
disbursement to and excluding the date of repayment in full of such disbursed
amount.  The obligations of the Borrower
and each Account Party under this Agreement with respect to each Letter of
Credit shall be absolute, unconditional and irrevocable and shall be paid or
performed strictly in accordance with the terms of this Agreement under all
circumstances whatsoever, including, without limitation, but only to the
fullest extent permitted by applicable law, the following circumstances:
(i) any lack of validity or enforceability of this Agreement, any Letter
of Credit or any of the other Loan Documents; (ii) any amendment or waiver
of (including any default), or any consent to departure from this Agreement
(except to the extent permitted by any amendment or waiver), any Letter of
Credit or any of the other Loan Documents; (iii) the existence of any
claim, set-off, defense or other rights which the Borrower or any other Account Party may have at
any time against the beneficiary of any Letter of Credit or any transferee of
any Letter of Credit (or any Persons for whom any such beneficiary or any such
transferee may be acting), the Issuing Bank, the Agent, any Lender or any other
Person, whether in connection with this Agreement, any Letter of Credit, the
other Loan Documents, the transactions contemplated hereby or any unrelated
transaction; (iv) any statement, certificate, draft, notice or any other
document presented under any Letter of Credit proves to have been forged,
fraudulent, insufficient or invalid in any respect or any statement therein
proves to have been untrue or inaccurate in any respect whatsoever;
(v) payment by the Issuing Bank under any Letter of Credit against
presentation of a draft or certificate which appears on its face to comply, but
does not comply, with the terms of such Letter of Credit; and (vi) any
other circumstance or happening whatsoever, whether or not similar to any of
the foregoing.


Notwithstanding any other provision of this Agreement to contrary, in
the event that a Letter of Credit is issued on account of an Account Party
other than the Borrower, the Borrower agrees that it shall be the primary
obligor with respect to any reimbursement obligations arising under such Letter
of Credit, and that any payments made by the Borrower to the Agent in respect
of such reimbursement obligations shall be deemed to be a contribution
of the amount of such payment to the capital of the applicable Account Party by
the Borrower of a like amount,



 23
 






 



followed by a payment of such reimbursement obligations in a like
amount, and will be paid by the Borrower directly to the Agent solely to avoid
the inefficiency of multiple transfers of funds.


Notwithstanding anything in this Agreement to
the contrary, neither the Borrower nor any Account Party will be liable for
payment or performance that results from the gross negligence or willful
misconduct of the Issuing Bank, except (i) where the Borrower, any Account
Party or any Subsidiary of the Borrower actually recovers the proceeds for
itself or the Issuing Bank of any payment made by the Issuing Bank in
connection with such gross negligence or willful misconduct or (ii) in
cases where the Agent makes payment to the named beneficiary of a Letter of
Credit.


(b)                                 In
the event of the occurrence of any Event of Default, a payment or prepayment
pursuant to Section 2.07(b) or upon the Termination Date, whether by
acceleration or otherwise, an amount equal to the LC Exposure (or the excess in
the case of Section 2.07(b)) shall be deemed to be forthwith due and owing
by the Borrower to the Issuing Bank, the Agent and the Lenders as of the date
of any such occurrence; and the Borrower’s obligation to pay such amount shall
be absolute and unconditional, without regard to whether any beneficiary of any
such Letter of Credit has attempted to draw down all or a portion of such
amount under the terms of a Letter of Credit, and, to the fullest extent
permitted by applicable law, shall not be subject to any defense or be affected
by a right of set-off, counterclaim or recoupment which the Borrower or any other Account Party may now or
hereafter have against any such beneficiary, the Issuing Bank, the Agent, the
Lenders or any other Person for any reason whatsoever.  Such payments shall be held by the Agent on
behalf of the Lenders as cash collateral securing the LC Exposure in an account
or accounts at the Principal Office; and the Borrower hereby grants to and by
its deposit with the Agent grants to the Agent a security interest in such cash
collateral.  In the event of any such
payment by the Borrower of amounts contingently owing under outstanding Letters
of Credit and in the event that thereafter drafts or other demands for payment
complying with the terms of such Letters of Credit are not made prior to the
respective expiration dates thereof, the Agent agrees, if no Event of Default
has occurred and is continuing or if no other amounts are outstanding under
this Agreement, or the other Loan Documents, to remit to the Borrower amounts
for which the contingent obligations evidenced by the Letters of Credit have
ceased.


(c)                                  If the Issuing Bank shall not have been
reimbursed in full for any payment made by the Issuing Bank under a Letter of
Credit issued by the Issuing Bank on the date of such payment, the Issuing Bank
shall give the Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later
than 12:00 noon on the Business Day immediately succeeding the date of such
payment by the Issuing Bank.  Each Lender
severally agrees to purchase a participation in the reimbursement obligation of
the Borrower to the Issuing Bank by paying to the Agent for the account of the
Issuing Bank an amount equal to such Lender’s Percentage Share of such
unreimbursed amount paid by the Issuing Bank, plus interest on such amount at a
rate per annum equal to the Federal Funds Rate from the date of the payment by
the Issuing Bank to the date of payment to the Issuing Bank by such
Lender.  Each such payment by a Lender
shall be made not later than 3:00 P.M. on the later to occur of (i) the
Business Day immediately following the date of such payment by the Issuing Bank
and (ii) the Business Day on which Lender shall have received an LC Payment
Notice from the Issuing Bank.  Each
Lender’s obligation to make each such payment to the Agent for the account of
the Issuing Bank shall be several and shall not be affected by the occurrence
or continuance of a Default or the failure of



 24
 






 



any other Lender to make any payment under
this Section 2.09(c).  Each Lender
further agrees that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.


SECTION
2.10.  Lending Offices.


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


ARTICLE III

PAYMENTS OF PRINCIPAL AND INTEREST


SECTION
3.01.  Repayment of Loans.


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


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


SECTION
3.02.  Interest.


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


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


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


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


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



 25
 






 



conversion (but only to the extent so
converted).  All accrued and unpaid
interest on the Loans shall be paid on the Termination Date.


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


ARTICLE IV

PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.


SECTION
4.01.  Payments.


Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by the Borrower
under this Agreement and the Letter of Credit Agreements shall be made in
Dollars, in immediately available funds, to the Agent at such account as the
Agent shall specify by notice to the Borrower from time to time, not later than
11:00 a.m. Atlanta time on the date on which such payments shall become due
(each such payment made after such time on such due date to be deemed to have
been made on the next succeeding Business Day). 
Such payments shall be made without (to the fullest extent permitted by
applicable law) defense, set-off or counterclaim.  Each payment received by the Agent under this
Agreement for account of a Lender shall be paid promptly to such Lender in
immediately available funds.  Except as
otherwise provided in the definition of “Interest Period”, if the due date of
any payment under this Agreement would otherwise fall on a day which is not a
Business Day such date shall be extended to the next succeeding Business Day
and interest shall be payable for any principal so extended for the period of
such extension.  At the time of each
payment to the Agent of any principal of or interest on any borrowing, the
Borrower shall notify the Agent of the Loans to which such payment shall apply.  In the absence of such notice the Agent may
specify the Loans to which such payment shall apply, but to the extent possible
such payment or prepayment will be applied first to Base Rate Loans.


SECTION
4.02.  Pro Rata Treatment.


Except to the extent otherwise provided herein, each
Lender agrees that: (i) each borrowing from the Lenders under
Section 2.01 and each continuation and conversion under Section 2.02
shall be made from the Lenders pro rata in accordance with their Percentage Share,
each payment of fees under Section 2.04(a) and
Section 2.04(b)(i) shall be made for account of the Lenders pro rata
in accordance with their Percentage Share, and each termination or reduction of
the amount of the Aggregate Revolving Credit Commitments under Section 2.03(a) shall
be applied to the Commitments of all Lenders, pro rata according to the amounts
of their respective Commitments; (ii) each payment of principal of Loans
by the Borrower shall be made for account of the Lenders pro rata in accordance
with the respective unpaid principal amount of the Loans held by the Lenders;
(iii) each payment of interest on Loans by the Borrower shall be made for
account of the Lenders pro rata in accordance with the amounts of interest due
and payable to the respective Lenders; and (iv) each reimbursement by the
Borrower of disbursements under each Letter of Credit shall be made for account
of the 



 26
 






 



Issuing Bank or, if
funded by the Lenders, pro rata for the account of the Lenders, in accordance
with the amounts of reimbursement obligations due and payable to the respective
Lenders.


SECTION
4.03.  Computations.


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


SECTION
4.04.  Non-receipt of Funds by the Agent.


Unless the Agent shall have been notified by a Lender
or the Borrower prior to the time on which such notifying party is scheduled to
make payment to the Agent (in the case of a Lender) of the proceeds of a Loan
or a payment under a Letter of Credit to be made by it hereunder or (in the
case of the Borrower) a payment to the Agent for account of one or more of the
Lenders hereunder (such payment being herein called the “Required
Payment”), which notice shall be effective upon receipt, that it
does not intend to make the Required Payment to the Agent, the Agent may assume
that the Required Payment has been made and may, in reliance upon such
assumption (but shall not be required to), make the amount thereof available to
the intended recipient(s) on such date and, if such Lender or the Borrower (as
the case may be) has not in fact made the Required Payment to the Agent, the
recipient(s) of such payment shall, on demand, repay to the Agent the amount so
made available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the Agent
until, but excluding, the date the Agent recovers such amount at a rate per
annum which, for any Lender as recipient, will be equal to the Federal Funds
Rate, and for the Borrower as recipient, will be equal to the Base Rate plus
the Applicable Margin.


SECTION
4.05.  Set-off, Sharing of Payments, Etc.


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


(b)                                 If any Lender shall obtain payment of any
principal of or interest on any Loan made by it to the Borrower under this
Agreement (or reimbursement as to any Letter of Credit) through the exercise
of any right of set-off, banker’s lien or counterclaim
or similar right or



 27
 






 



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


SECTION
4.06.  Taxes.


(a)                                  Payments Free
and Clear.  Any and all payments by the Borrower hereunder shall be made, in
accordance with Section 4.01, free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Lender, the Issuing Bank, and the Agent, taxes imposed on its income,
and franchise or similar taxes imposed on it, by (i) any jurisdiction (or
political subdivision thereof) of which the Agent, the Issuing Bank, or such
Lender, as the case may be, is a citizen or resident or in which such Lender
has an Applicable Lending Office, (ii) the jurisdiction (or any political
subdivision thereof) in which the Agent, the Issuing Bank, or such Lender is
organized, or (iii) any jurisdiction (or political subdivision thereof) in
which such Lender, the Issuing Bank, or the Agent is presently doing business
which taxes are imposed solely as a result of doing business in such
jurisdiction (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as “Taxes”).  If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to the
Lenders, the Issuing Bank or the Agent (i) the sum payable shall be
increased by the amount necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
Section 4.06) such Lender, the Issuing Bank or the Agent (as the case may
be) shall receive an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant taxing authority or
other Governmental Authority in accordance with applicable law.



 28
 






 



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


(c)                                  INDEMNIFICATION.  TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER WILL INDEMNIFY EACH
LENDER, THE ISSUING BANK AND THE AGENT FOR THE FULL AMOUNT OF TAXES (AS DEFINED
ABOVE) AND OTHER TAXES (INCLUDING, BUT NOT LIMITED TO, ANY TAXES OR OTHER TAXES
IMPOSED BY ANY GOVERNMENTAL AUTHORITY ON AMOUNTS PAYABLE UNDER THIS
SECTION 4.06) PAID BY SUCH LENDER, THE ISSUING BANK OR THE AGENT (ON THEIR
BEHALF OR ON BEHALF OF ANY LENDER), AS THE CASE MAY BE, AND ANY LIABILITY
(INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT
THERETO, WHETHER OR NOT SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY
ASSERTED UNLESS THE PAYMENT OF SUCH TAXES WAS NOT CORRECTLY OR LEGALLY ASSERTED
AND SUCH LENDER’S PAYMENT OF SUCH TAXES OR OTHER TAXES WAS THE RESULT OF ITS
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 
ANY PAYMENT PURSUANT TO SUCH INDEMNIFICATION SHALL BE MADE WITHIN THIRTY
(30) DAYS AFTER THE DATE ANY LENDER, THE ISSUING BANK OR THE AGENT, AS THE CASE
MAY BE, MAKES WRITTEN DEMAND THEREFOR. 
IF ANY LENDER OR THE AGENT RECEIVES A REFUND OR CREDIT IN RESPECT OF ANY
TAXES OR OTHER TAXES FOR WHICH SUCH LENDER, THE ISSUING BANK OR THE AGENT HAS
RECEIVED PAYMENT FROM THE BORROWER IT SHALL PROMPTLY NOTIFY THE BORROWER OF
SUCH REFUND OR CREDIT AND SHALL, IF NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, WITHIN THIRTY (30) DAYS AFTER RECEIPT OF A REQUEST BY THE BORROWER
(OR PROMPTLY UPON RECEIPT, IF THE BORROWER HAS REQUESTED APPLICATION FOR SUCH
REFUND OR CREDIT PURSUANT HERETO), PAY AN AMOUNT EQUAL TO SUCH REFUND OR CREDIT
TO THE BORROWER WITHOUT INTEREST (BUT WITH ANY INTEREST SO REFUNDED OR
CREDITED), PROVIDED THAT THE BORROWER, UPON THE REQUEST
OF SUCH LENDER, THE ISSUING BANK OR THE AGENT, AGREES TO RETURN SUCH REFUND OR
CREDIT (PLUS PENALTIES, INTEREST OR OTHER CHARGES) TO SUCH LENDER OR THE AGENT
IN THE EVENT SUCH LENDER OR THE AGENT IS REQUIRED TO REPAY SUCH REFUND OR
CREDIT.


(d)                                 Foreign Lenders,
Participants and Assignees.


Each Lender, participant (by accepting a participation
interest under this Agreement) and assignee (by executing an Assignment
Agreement) that is not organized under the laws of the United States of America
or one of its states (1) represents to the Agent and the Borrower that
(A) no taxes are required to be withheld by the Agent or the Borrower with
respect to any payments to be made to it hereunder and (B) it has
furnished to the Agent and the Borrower two duly completed copies of either
U.S. Internal Revenue Service Form W-8BEN or W-8ECI or any other form
acceptable to the Agent and the Borrower that entitles it to a complete
exemption from U.S. federal withholding tax on all interest or fee payments
under the Loan Documents, and



 29
 






 



(2) covenants to
(A) provide the Agent and the Borrower a new Form W-8BEN or W-8ECI or
other form acceptable to the Agent and the Borrower upon the expiration or
obsolescence according to Governmental Requirement of any previously delivered form,
duly executed and completed by it, entitling it to a complete exemption from
U.S. federal withholding tax on all interest and fee payments under the Loan
Documents, and (B) comply from time to time with all Governmental
Requirements with regard to the withholding tax exemption.  If any of the foregoing is not true at any
time or the applicable forms are not provided, then the Borrower and the Agent
(without duplication), notwithstanding any other provision of this
Section 4.06, may deduct and withhold from interest and fee payments under
the Loan Documents any tax at the maximum rate under the Code or other
applicable Governmental Requirement, and amounts so deducted and withheld shall
be treated as paid to that Lender, participant or assignee, as the case may be,
for all purposes under the Loan Documents.


ARTICLE V

YIELD PROTECTION


SECTION
5.01.  Additional Costs.


(a)                                  LIBOR
Regulations, etc.  The Borrower shall pay directly to each Lender from time to time such
amounts as such Lender may reasonably determine to be necessary to compensate
such Lender for any costs that it determines are attributable to its making or maintaining of any LIBOR
Loans or issuing or participating in Letters of Credit hereunder or its
obligation to make any LIBOR Loans or issue or participate in any Letters of
Credit hereunder, or any reduction in any amount receivable by such Lender
hereunder in respect of any of such LIBOR Loans, Letters of Credit or such
obligation (such increases in costs and reductions in amounts receivable being
herein called “Additional Costs”),
resulting from any Regulatory Change that: (i) changes the basis of
taxation of any amounts payable to such Lender under this Agreement in respect
of any of such LIBOR Loans or Letters of Credit (other than taxes imposed on
the overall net income of such Lender or of its Applicable Lending Office for
any of such LIBOR Loans by the jurisdiction in which such Lender has its
principal office or Applicable Lending Office); or (ii) imposes or
modifies any reserve, special deposit, minimum capital, capital ratio or
similar requirements relating to any extensions of credit or other assets of,
or any deposits with or other liabilities of such Lender, or the Commitment or
Loans of such Lender or the London interbank market; or (iii) imposes any
other condition affecting this Agreement (or any of such extensions of credit
or liabilities) or such Lender’s Commitment or Loans.  Each Lender will notify the Agent and the
Borrower of any event occurring after the date hereof that will entitle such
Lender to compensation pursuant to this Section 5.01(a) as promptly
as practicable after it obtains knowledge thereof and determines to request
such compensation, and will designate a different Applicable Lending Office for
the Loans of such Lender affected by such event if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
sole opinion of such Lender, be disadvantageous to such Lender, provided that such Lender shall have no obligation to so
designate an Applicable Lending Office located in the United States.  If any Lender requests compensation from the
Borrower under this Section 5.01(a), the Borrower may, by notice to such
Lender, suspend the obligation of such Lender to make additional Loans of the
Type with respect to which such compensation is requested until the Regulatory
Change giving rise to such request ceases to be in effect (in which case the
provisions of Section 5.04 shall be applicable).



 30














 


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


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


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


SECTION 5.02.  Basis Unavailable or Inadequate for LIBOR
Rate.


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



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SECTION 5.03.  Illegality.


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


SECTION
5.04.  Base Rate Loans


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


SECTION
5.05.  Compensation.


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


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


(ii)                                  any failure by the
Borrower for any reason (including but not limited to, the failure of any of
the conditions precedent specified in Article VI to be satisfied) to
borrow, continue or convert a LIBOR Loan from such Lender on the date for such
borrowing, continuation or conversion specified in the relevant notice given
pursuant to Section 2.02(c).


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



 32
 






 



amounts comparable to
such principal amount and with maturities comparable to such period (as
reasonably determined by such Lender).


SECTION
5.06.  Replacement Lenders.


(a)                                  If any Lender has
notified the Borrower and the Agent of its incurring additional costs under
Section 5.01 or has required the Borrower to make payments for Taxes under
Section 4.06, then the Borrower may, unless such Lender has notified the
Borrower and the Agent that the circumstances giving rise to such notice no
longer apply, terminate, in whole but not in part, the Commitment of any Lender
(other than the Agent) (the “Terminated
Lender”) at any time upon five Business Days’ prior written
notice to the Terminated Lender and the Agent (such notice referred to herein
as a “Notice of Termination”).


(b)                                 In order to effect the
termination of the Commitment of the Terminated Lender, the Borrower shall:
(i) obtain an agreement with one or more Lenders to increase their
Commitment or Commitments and/or (ii) request any one or more other
banking institutions to become parties to this Agreement in place and instead
of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking
institutions are reasonably acceptable to the Agent and each Issuing Bank and
become parties by executing an Assignment Agreement (the Lenders or other
banking institutions that agree to accept in whole or in part the Commitment of
the Terminated Lender being referred to herein as the “Replacement Lenders”), such that the aggregate increased
and/or accepted Commitments of the Replacement Lenders under
clauses (i) and (ii) above equal the Commitment of the
Terminated Lender.


(c)                                  The Notice of
Termination shall include the name of the Terminated Lender, the date the
termination will occur (the “Lender
Termination Date”), and the Replacement Lender or Replacement
Lenders to which the Terminated Lender will assign its Commitment and, if there
will be more than one Replacement Lender, the portion of the Terminated Lender’s
Commitment to be assigned to each Replacement Lender.


(d)                                 On the Lender
Termination Date, (i) the Terminated Lender shall by execution and
delivery of an Assignment Agreement assign at full face value its Commitment to
the Replacement Lender or Replacement Lenders (pro rata, if there is more than
one Replacement Lender, in proportion to the portion of the Terminated Lender’s
Commitment to be assigned to each Replacement Lender) indicated in the Notice
of Termination and shall assign to the Replacement Lender or Replacement
Lenders each of its Loans (if any) then outstanding and participation interests
in Letters of Credit (if any) then outstanding pro rata as aforesaid) and
(ii) the Replacement Lender or Replacement Lenders will thereupon (pro
rata as aforesaid) succeed to and be substituted in all respects for the
Terminated Lender with like effect as if becoming a Lender pursuant to the
terms of Section 12.06(b), and the Terminated Lender will have the rights
and benefits of an assignor under Section 12.06(b).  To the extent not in conflict, the terms of
Section 12.06(b) shall supplement the provisions of this
Section 5.06(d).  For each
assignment made under this Section 5.06, the Replacement Lender shall pay
to the Agent the processing fee provided for in Section 12.06(b).  The Borrower will be responsible for the
payment to the Terminated Lender, all amounts payable under Section 4.06 and
Section 5.01,



 33
 






 



together with any breakage costs associated with
termination and Replacement Lenders, as set forth in Section 5.05.


ARTICLE VI

CONDITIONS PRECEDENT


SECTION
6.01.  Initial Funding.


The obligation of the Lenders to make the Initial
Funding is subject to, on or before the date of the Initial Funding, the
receipt by the Lenders and Agent of (i) all fees and expenses that are due and
payable as of such date, (ii) completion of the equity offering by Borrower in
all material respects consistent with the terms set forth in the Registration
Statement, (iii) completion of the transfer of all membership interests of
Mainline Sub to the Borrower and (iv) the following documents, each of which
shall be satisfactory to the Agent in form and substance:


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


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


(c)                                  A promissory note
payable to the order of each Lender that requests one pursuant to Section 2.06.


(d)                                 The Guaranty and the
Pledge Agreement, duly completed and executed by MainLine Sub, in sufficient
number of counterparts as reasonably requested by the Agent, and to the extent
that any membership interests of
Buckeye GP LLC are evidenced by certificates, all such certificates and
appropriate instruments of transfer executed in blank.


(e)                                  An opinion of Morgan,
Lewis & Bockius LLP, counsel to the General Partner, the Borrower and the
Guarantors, in form and substance satisfactory to the Agent, as to such matters
incident to the transactions herein contemplated as the Agent may reasonably
request.



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(f)                                    Evidence
that, upon the application of the proceeds of the Initial Funding, the
commitments of the lenders under the Existing Credit Agreement have been
terminated and the obligations of the Borrower and the Restricted Subsidiaries
under the Existing Credit Agreement have been paid in full.


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


SECTION
6.02.  Initial and Subsequent Loans and
Letters of Credit.


The obligation of the Lenders to make Loans to the
Borrower upon the occasion of each borrowing hereunder and to issue, renew,
extend or reissue Letters of Credit for the account of the Borrower (including
the Initial Funding) is subject to the further conditions precedent that, as of
the date of such Loans and after giving effect thereto:


(a)                                  no Default shall have
occurred and be continuing; and


(b)                                 the representations and
warranties made by the Borrower in Article VII and by the Borrower and
each Guarantor in any other Loan Document shall be true on and as of the date
of the making of such Loans or issuance, renewal, extension or reissuance of a
Letter of Credit with the same force and effect as if made on and as of such
date and following such new borrowing, except to the extent such
representations and warranties are expressly limited to an earlier date or the
Required Lenders may expressly consent in writing to the contrary.


Each request for a borrowing or issuance, renewal,
extension or reissuance of a Letter of Credit by the Borrower hereunder shall
constitute a certification by the Borrower to the effect set forth in
Section 6.02(b) (both as of the date of such notice and immediately
following such borrowing or issuance, renewal, extension or reissuance of a
Letter of Credit.


SECTION
6.03.  Conditions Precedent for the
Benefit of Lenders.


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


SECTION
6.04.  No Waiver.


No waiver of any condition precedent shall preclude
the Agent or the Lenders from requiring such condition to be met prior to
making any subsequent Loan.  The Lenders
and the Borrower may agree in writing to deliver or perform certain conditions
and requirements applicable to the Initial Funding under the terms of this
Agreement by a specified date subsequent to the Initial Funding.  No such agreement shall preclude the Lenders
from thereafter declaring that the failure of the Borrower to satisfy such
conditions and requirements in accordance with such agreement constitutes a
Default or Event of Default, as the case may be.



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ARTICLE VII

REPRESENTATIONS AND WARRANTIES


The Borrower represents and warrants to the Agent and
the Lenders that (each representation and warranty herein is given as of the
date hereof and shall be deemed repeated and reaffirmed on the dates of each
borrowing and issuance, renewal, extension or reissuance of a Letter of Credit
as provided in Section 6.02):


SECTION
7.01.  Existence.


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


SECTION
7.02.  Financial Condition.


The audited consolidated balance sheet of Buckeye
Partners and its Subsidiaries as at December 31, 2005 and the related
consolidated statements of income, equity and cash flow of Buckeye Partners and
its Subsidiaries for the fiscal year ended on said date, with the opinion
thereon of Deloitte & Touche LLP, and the unaudited consolidated balance
sheet of Buckeye Partners and its Subsidiaries as at June 30, 2006 and the
related consolidated statements of income, equity and cash flow of Buckeye
Partners and its Subsidiaries for the three-month period ended on said date, in
each case as heretofore furnished to the Lenders, are complete and correct and
fairly present in all material respects the consolidated financial condition of
Buckeye Partners and its Consolidated Subsidiaries as at said dates and the
results of their operations for the periods ending on said dates, all in
accordance with GAAP, as applied on a consistent basis (subject, in the case of
the interim financial statements, to normal year-end adjustments and the lack
of footnotes).   The unaudited pro forma
consolidated balance sheets of the Borrower and its Subsidiaries as at March
31, 2006 and the related pro forma consolidated statements of income, equity and
cash flow of the Borrower and its Subsidiaries for the year ended December 31,
2005 and the three month period ended March 31, 2006, in each case as
heretofore furnished to the Lenders, are complete and correct and fairly
present in all material respects the consolidated financial condition, respectively,
of the Borrower and its Consolidated Subsidiaries (on a pro forma basis
reflecting the adjustments described in the notes to such pro forma statements)
as at said dates and the results of their operations for the periods ending on
said dates, all in accordance with GAAP, as applied on a consistent basis
(subject, in the case of the interim financial statements, to normal year-end
adjustments and the lack of footnotes). 
None of Buckeye Partners, the Borrower or any of their respective
Subsidiaries has on the date hereof any material Debt, contingent liabilities,
liabilities for taxes, unusual forward or long-term commitments or unrealized
or anticipated losses from any unfavorable commitments, except as referred to
or reflected or provided for in the Financial Statements or in Schedule
7.02.  Since



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December 31, 2005, there
has been no change or event having a Material Adverse Effect that is
continuing.  Since June 30, 2006, neither
the business nor the Properties (taken as a whole) of the Borrower, any
Guarantor or any Restricted Subsidiary have been materially and adversely
affected as a result of any fire, explosion, earthquake, flood, drought,
windstorm, accident, strike or other labor disturbance, embargo, requisition or
taking of Property or cancellation of contracts, permits or concessions by any
Governmental Authority, riot, activities of armed forces or acts of God or of
any public enemy which is continuing.


SECTION
7.03.  Litigation.


Except as disclosed to the Lenders in Schedule 7.03 hereto,
as of the date hereof there is no litigation, legal, administrative or arbitral
proceeding, investigation or other action of any nature pending or, to the
knowledge of the Borrower threatened against or affecting the Borrower, the
General Partner or any Restricted Subsidiary that involves the possibility of
any judgment or liability against the Borrower, the Guarantor, the General
Partner or any Restricted Subsidiary not fully covered by insurance (except for
normal deductibles), and which, if determined adversely, would have a Material
Adverse Effect.


SECTION
7.04.  No Breach.


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


SECTION
7.05.  Authority.


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



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SECTION 7.06.  Approvals.


No authorizations, approvals or consents of, and no
filings or registrations with, any Governmental Authority are necessary for the
execution, delivery or performance by the Borrower, the Guarantors, the General
Partner or the Restricted Subsidiaries of the Loan Documents or for the
validity or enforceability thereof.


SECTION
7.07.  Use of Loans.


The proceeds of the Loans and Letters of Credit shall
be used for working capital and other general partnership purposes.  The Borrower is not engaged principally, or
as one of its important activities, in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying
margin stock (within the meaning of Regulation T, U or X of the Board of
Governors of the Federal Reserve System) and no part of the proceeds of any
Loan hereunder will be used to buy or carry any margin stock.


SECTION
7.08.  ERISA.


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


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


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


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


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



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


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


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


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


SECTION
7.09.  Taxes.


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


SECTION
7.10.  Title to Properties, etc.


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


SECTION
7.11.  No Material Misstatements.


No written information, statement, exhibit,
certificate, document or report furnished to the Agent and the Lenders (or any
of them) by the Borrower, any Guarantor or any Restricted Subsidiary in
connection with the negotiation of this Agreement contained any material
misstatement of fact or omitted to state a material fact or any fact necessary
to make the statement contained therein not materially misleading in the light
of the circumstances in which made. 
There is no fact peculiar to the Borrower or any Restricted Subsidiary
that has a Material



 39
 






 



Adverse Effect or in the
future is reasonably likely to have (so far as the Borrower can now foresee) a
Material Adverse Effect and that has not been set forth in this Agreement or
the other documents, certificates and statements furnished to the Agent by or
on behalf of the Borrower or any Restricted Subsidiary prior to or as of the
date hereof in connection with the transactions contemplated hereby.


SECTION
7.12.  Investment Company Act.


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


SECTION 7.13.  Pledge Agreement.


Upon the filing of
a Uniform Commercial Code financing statement in the proper jurisdiction and
the delivery of the original certificates evidencing the ownership interests
which are a part of the Pledged Collateral (as defined in the Pledge Agreement)
together with the properly executed blank transfer powers with respect to such
certificates, the Pledge Agreement is effective to create in favor of the
Agent, for the ratable benefit of the Lenders, a first priority perfected
security interest in the Pledged Collateral (as defined in the Pledge
Agreement).


SECTION
7.14.  Subsidiaries.


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


SECTION
7.15.  Location of Business and Offices.


The Borrower’s principal place of business and chief
executive office is located at the address stated on the signature page of this
Agreement or as otherwise disclosed in writing to the Agent.  The principal place of business and chief
executive office of each Restricted Subsidiary are located at the addresses
stated on Schedule 7.14 or as otherwise disclosed in writing to the Agent.


SECTION
7.16.  Defaults.


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


SECTION
7.17.  Environmental Matters.


Except as would not, individually or in the aggregate, have a Material
Adverse Effect, none of the Borrower, any Guarantor or any Restricted
Subsidiary is subject to (i) any liabilities, claims, actions, or legal or
administrative proceedings for breach or violation, whether directly or through
any of its Subsidiaries, of any Environmental Laws or any order, decree,
injunction, judgment or other requirement of any court or other Governmental
Authority issued pursuant to



 40














 


any Environmental Laws, or (ii) any remedial obligations under any
Environmental Laws or any such order, decree, injunction, judgment or other
requirement of any court or other Governmental Authority issued pursuant to any
Environmental Laws.


SECTION
7.18.  Compliance with the Law.


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


SECTION
7.19.  Insurance.


The Borrower and each of the Restricted Subsidiaries
maintain in effect directors and officers liability insurance on such terms and
in such amounts (including deductibles, co-insurance and self-insurance, if
adequate reserves are maintained with respect thereto) as is customary in the
case of entities of established reputations engaged in the same or a similar
business and similarly situated.  Such
policy is in full force and effect, all premiums with respect thereto covering
all periods up to and including the date of the closing have been paid, and no
notice of cancellation or termination has been received with respect to any
such policy.  Such policy is sufficient
for compliance with all requirements of law and of all agreements to which the
Borrower, any Guarantor, or any Restricted Subsidiary is a party; is a valid,
outstanding and enforceable policy; and provides adequate insurance coverage in
at least such amounts and against at least such risks (but including in any
event public liability) as are usually insured against in the same general area
by companies engaged in the same or a similar business for the assets and
operations of the Borrower, each Guarantor and each Restricted Subsidiary.  As of the Closing Date, none of the Borrower
or any Guarantor or Restricted Subsidiaries own Properties or conduct business
or operations of a character or nature that customarily are the subject of any
other types of insurance coverage.  The
Borrower and each of the Restricted Subsidiaries maintain in effect such
additional insurance, if any, as may be required pursuant to Section 8.03.


SECTION
7.20.  Solvency.


After giving
effect to the execution and delivery of the Loan Documents and the making of
the Loans under this Agreement, each of the Borrower, the Guarantor, the
General Partner and the Restricted Subsidiaries is Solvent.


SECTION
7.21.  Partnership Agreement.


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


SECTION
7.22.  Ownership of Parties.


(a)                                  The Borrower is a limited partnership formed
under the laws of the State of Delaware. 
The sole non-economic general partnership interest of Borrower is owned
by the



 41
 






 



General Partner, which is wholly owned by
Carlyle/Riverstone BPL Holdings II, L.P. 53.73% of the limited partnership
interests of the Borrower are owned and controlled by Carlyle/Riverstone BPL
Holdings II, L.P and the General Partner; the remaining 46.27% of the limited
partnership units of the Borrower are owned by management, public holders and
other Persons.


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


SECTION
7.23.  Patriot Act.


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


ARTICLE VIII

AFFIRMATIVE COVENANTS


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


SECTION
8.01.  Reporting Requirements.


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


(a)                                  Annual Financial
Statements.  As soon as available and in any event within
120 days after the end of each fiscal year of the Borrower, the audited
consolidated and, within 120 days after the end of each fiscal year of the
Borrower, unaudited consolidating statements of income, equity, changes in
financial position and cash flow of the Borrower and its Consolidated
Subsidiaries for such fiscal year, and the related consolidated and
consolidating balance sheets of the Borrower and its Consolidated Subsidiaries
as at the end of such fiscal year, and setting forth in each case in
comparative form the corresponding figures for the preceding fiscal year, and,
in the case of the audited statements, accompanied by the related opinion of
independent public accountants of recognized national standing acceptable to the
Agent which opinion shall state that said financial statements fairly present
in all material respects the consolidated and consolidating financial condition
and results of operations of the Borrower and its Consolidated Subsidiaries as
at the end of, and for, such fiscal year and that such financial statements
have been prepared in accordance with GAAP, except for such changes in such
principles with which



 42
 






 



the independent public accountants shall have
concurred and such opinion shall not contain a “going concern” or like qualification or exception, and a
certificate of such accountants stating that, in making the examination
necessary for their opinion, they obtained no knowledge, except as specifically
stated, of any Default.


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


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


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


(e)                                  Other Accounting
Reports.  Promptly upon receipt thereof, a copy of each
other report or letter submitted to the Borrower or any Subsidiary of the
Borrower by independent accountants in connection with any annual, interim or
special audit made by them of the books of the Borrower and its Subsidiaries,
and a copy of any response by any Guarantor or any Subsidiary of the Borrower,
to such letter or report.


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


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


(h)                                 Other Matters.  From time
to time such other information regarding the business, affairs or financial
condition of the Borrower, any Guarantor, any Restricted Subsidiary or any
Subsidiary of the Borrower (including, without limitation, any Plan or
Multiemployer Plan and



 43
 






 



any reports or other information required to
be filed under ERISA) as the Agent may reasonably request.


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


SECTION
8.02.  Litigation.


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


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


SECTION
8.03.  Maintenance, Etc.


(a)                                  Generally.  The
Borrower shall: preserve and maintain its partnership or corporate existence,
except as permitted in Section 9.08 of this Agreement, and all of its
material rights, privileges and franchises and shall cause the Restricted
Subsidiaries to do so; keep books of record and account in which full, true and
correct entries will be made of all dealings or transactions in relation to its
business and activities; comply with all Governmental Requirements if failure
to comply with such requirements will have a Material Adverse Effect; pay and
discharge all taxes, assessments and governmental charges or levies imposed on
it or on its income or profits or on any of its Property prior to the
date on which penalties attach thereto,
except for any such tax, assessment, charge or levy the payment of which is
being contested in good faith and by proper proceedings and against which
adequate reserves are being maintained; upon reasonable notice, permit
representatives of the Agent or any Lender, during normal business hours, to
examine, copy and make extracts from its books and records, to inspect its
Properties, and to discuss its business and affairs with its officers, all to-the
extent reasonably requested by such Lender or the Agent (as the case may be);
and keep, or cause to be kept, in full force and effect (i) director and
officer liability insurance, and (ii) any additional insurance (including
casualty and other liability insurance) as may be customary as a result of any
change in the business, operations or Properties of the Borrower or any
Restricted Subsidiaries, in respect of such business, operations or Properties,
in each case by financially sound and



 44
 






 



reputable insurers of a character usually
insured by Persons engaged in the same or similar business similarly situated
and in the amounts customarily insured against by such Persons.


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


(c)                                  Ownership and
Operation of Properties.  The Borrower will and will cause each
Restricted Subsidiary to, except as permitted by Section 9.08 or 9.14 of this
Agreement, (i) preserve its ownership rights in its respective Subsidiaries and
maintain such ownership in compliance with all applicable contracts and
agreements and in compliance in all material respects with all Governmental Requirements,
and (ii) otherwise conduct its business and operate its Properties in
compliance with all applicable contracts and agreements and in compliance with
all Governmental Compliance except where such non-compliance could not
reasonably be expected to have a Material Adverse Effect.


SECTION
8.04.  Reserved.


SECTION
8.05.  Environmental Matters.


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


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


(c)                                  Future
Acquisitions.  The Borrower will, and will cause each
Restricted Subsidiary to, provide environmental audits and tests in accordance
with American Society for Testing and Materials standards as reasonably
requested by the Agent or any Lender through
the Agent (or as otherwise required to be obtained by the Agent or the Lenders
by any Governmental



 45
 






 



Authority) in connection with any future
acquisitions of any material Properties by the Borrower, any Guarantor or any
Restricted Subsidiary.


SECTION
8.06.  Further Assurances.


The Borrower will, and will cause each Restricted Subsidiary
to, promptly cure any defects in the execution and delivery of the other Loan
Documents.  The Borrower, at its expense,
will, and will cause each Restricted Subsidiary to, promptly execute and
deliver (or cause to be promptly executed and delivered) to the Agent upon
reasonable request all such other documents, financing statements, agreements
and instruments to comply with or accomplish the covenants and agreements of
the Borrower and the Restricted Subsidiaries in the Loan Documents, or to
correct any omissions in the Loan Documents, or to state more fully the
obligations set out herein or in any of the other Loan Documents, or to make
any recordings, to file any notices or obtain any consents, all as may be
necessary or appropriate in connection therewith.  The Borrower, at its expense, will, and will
cause each Restricted Subsidiary to, take all such further actions (including
the filing and recording of financing statements), which may be required under
any applicable law, or which the Agent or the Required Lenders may reasonably
request, to effectuate the transactions contemplated by the Loan Documents or
to grant, preserve, protect or perfect the Liens created by the Pledge
Agreement or the validity or priority of any such Lien.  Borrower also agrees to provide to the Agent,
from time to time upon reasonable request, evidence confirming the perfection
and priority of the Liens required to be created by the Pledge Agreement.


SECTION
8.07.  Performance of Obligations.


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


SECTION
8.08.  ERISA Information and Compliance.


The Borrower will promptly furnish and will cause any
ERISA Affiliate to promptly furnish to the Agent with sufficient copies to the
Lenders (i) promptly after the filing thereof with the United States
Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each
annual and other material report with respect to each Plan or any trust created
thereunder, (ii) as soon as possible and in any event within 30 days after
the occurrence of any ERISA Event in clause (i) of the definition of ERISA
Event or any “prohibited transaction,” as described in section 406 of
ERISA or in section 4975 of the Code, and in any event within 10 days
after any other ERISA Event, in connection with any Plan or any trust created
thereunder, a written notice signed by a Responsible Officer specifying the nature
thereof, what action the Borrower or the ERISA Affiliate is taking or proposes
to take with respect thereto, and, when known, any action taken or proposed by
the Internal Revenue Service, the Department of Labor or the PBGC with respect
thereto, and (iii) immediately upon receipt thereof, copies of any notice
of the PBGC’s intention to terminate, or to have a trustee appointed to
administer, any Plan.  With respect to
each Plan (other than a Multiemployer Plan), the Borrower will, and will cause
each ERISA Affiliate to, (i) satisfy in full and in a timely manner,
without incurring any late payment or underpayment charge or penalty and
without giving rise to any lien, all of the contribution and



 46
 






 



funding requirements of
section 412 of the Code (determined without regard to
subsections (d), (e), (f) and (k) thereof) and of section 302 of
ERISA (determined without regard to sections 303, 304 and 306 of ERISA),
and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without
incurring any late payment or underpayment charge or penalty, all premiums
required pursuant to sections 4006 and 4007 of ERISA.


SECTION
8.09.  Compliance with and Modification
of Organizational Documents.


The Borrower shall comply, and shall cause its
Subsidiaries to comply (as applicable), in all material respects with any terms
and provisions of the Borrower Partnership Agreement regarding maintaining the
separateness of records, assets and formalities from other Persons, and without
the prior written consent of Required Lenders, which shall not be unreasonably
withheld, shall not amend, supplement or otherwise modify (pursuant to a waiver
or otherwise) any of such separateness provisions in a manner materially
adverse to the interests of the Lenders unless Borrower obtains a Ratings Affirmation
in connection with any such amendment, supplement, modification or failure to
comply.


ARTICLE IX

NEGATIVE COVENANTS


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


SECTION
9.01.  Debt.


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


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


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


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


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


(e)                                  Debt
described on Schedule 9.01;



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SECTION 9.02.  Liens.


The Borrower will not and will not cause or permit any
Guarantor or any Restricted Subsidiary to create, incur, assume or permit to
exist any Lien on any of its Properties (now owned or hereafter acquired),
except Liens securing the payment of any Debt hereunder, Excepted Liens and Liens
disclosed to the Lenders in Schedule 9.02.


SECTION
9.03.  Investments, Loans and Advances.


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


(a)                               investments, loans or extensions of credit
disclosed to the Lenders in Schedule 9.03;


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


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


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


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


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


(g)                              investments, loans or extensions of credit made
in or to the Borrower or any Restricted Subsidiary that has executed a
Guaranty.


SECTION
9.04.  Distributions and Redemptions.


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



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SECTION 9.05.  Sales and Leasebacks.


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


SECTION
9.06.  Nature of Business.


The Borrower will not, and will not permit any
Restricted Subsidiary to enter into any business not reasonably related to its
business as it exists on the date hereof.


SECTION
9.07.  Restrictive Agreements.


The Borrower will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, enter into, incur or permit
to exist any agreement that prohibits, restricts or imposes any condition upon
the ability of any such Restricted Subsidiary to declare or pay dividends or
distributions to its equity holders, to make or repay loans or advances to the
Borrower or any other Restricted Subsidiary, to guarantee Indebtedness of the
Borrower or any other such Restricted Subsidiary or to transfer any of its
property or assets to the Borrower or any such Restricted Subsidiary; provided, that the foregoing shall not apply to restrictions
or conditions imposed by law, this Agreement or any other Loan Document.


SECTION
9.08.  Mergers, Etc.


(i) None of the Borrower or any Guarantor will merge
into or with or consolidate with any other Person unless the Borrower or such
Guarantor is the survivor, (ii) no Restricted Subsidiary that is not a
Guarantor may merge into or with or consolidate with any other Person (other
than the Borrower or any Guarantor as provided in the preceding clause (i), or
a wholly owned Restricted Subsidiary) unless such Restricted Subsidiary is the
survivor, and (iii) none of the Borrower, any Guarantor or any Restricted
Subsidiary will sell, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its Property or
assets to any other Person, except that any such disposition may be made by a
Guarantor to the Borrower or another Guarantor, or made by any Restricted
Subsidiary (other than a Guarantor) to a wholly owned Restricted Subsidiary, a
Guarantor, or the Borrower, provided that
MainLine Sub LLC shall not effect any disposition of any of the “Pledged
Collateral” described in the Pledge Agreement without the prior written consent
of the Agent.


SECTION
9.09.  Proceeds of the Loans; Letters of
Credit.


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



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SECTION 9.10.  ERISA Compliance.


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


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


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


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


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


(e)                                  Permit, or allow any Subsidiary of the Borrower
or ERISA Affiliate to permit, the actuarial present value of the benefit
liabilities under any Plan that is regulated under Title IV of ERISA to
exceed the current value of the assets (computed on a plan termination basis in
accordance with Title IV of ERISA) of such Plan allocable to such benefit
liabilities.  The term “actuarial present
value of the benefit liabilities” shall have the meaning specified in
section 4041 of ERISA;


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


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


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



 50














 


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


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


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


SECTION
9.11.  Sale or Discount of Receivables.


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


SECTION
9.12.  Funded Debt Ratio.


The Borrower will not
permit the Funded Debt Ratio as of the end of any fiscal quarter to be greater
than 5.25 to 1.00, provided, however, that for a period of up to
three consecutive quarters within any twelve-month period commencing on the
first day following two consecutive quarters after the Closing Date in which
the Funded Debt Ratio is no greater than 5.25 to 1.00 (the “Required Threshold”),
the Funded Debt Ratio may exceed the Required Threshold for acquisitions with
an aggregate purchase price in excess of $5,000,000, but shall in no event
exceed 5.75 to 1.00.


SECTION
9.13.  GP Leverage Ratio.


The Borrower will not permit the GP Leverage Ratio as
of the end of any fiscal quarter (calculated quarterly at the end of each
fiscal quarter) to be greater than 2.50 to 1.00.


SECTION
9.14.  Sale of Properties.


The Borrower will not, and will not cause or permit
any Guarantor or any Restricted Subsidiary to sell, assign, convey or otherwise
transfer any Property or any interest in any Property, unless such transfer (i)
would be permitted pursuant to Section 9.08, or (ii) could not reasonably be
expected to result in any material reduction in the EBITDA of the Borrower and
its Restricted Subsidiaries on a consolidated basis, provided
that MainLine Sub LLC shall not effect any transfer of the “Pledged
Collateral” described in the Pledge Agreement without the prior written consent
of the Agent.



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SECTION 9.15.  Environmental Matters.


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


SECTION
9.16.  Transactions with Affiliates.


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


SECTION
9.17.  Partnership Agreements.


Without the prior consent of the Required Lenders,
which shall not be unreasonably withheld, the Borrower will not amend or permit
to be amended (i) the Borrower Partnership Agreement in any material respect,
or (ii) the Buckeye Pipe Line Partnership Agreement in any manner that would
adversely affect the amount of, or right of the Borrower and the Restricted
Subsidiaries to receive, distributions thereunder.


SECTION 9.18. 
Accounting Changes.


The Borrower will
not, and will not permit any Restricted Subsidiary to, make any significant
change in accounting treatment or reporting practices, except as required by
GAAP, or change the fiscal year of the Borrower or of any of its Subsidiaries, except
to change the fiscal year of a Subsidiary to conform its fiscal year to that of
the Borrower.


ARTICLE X

EVENTS OF DEFAULT; REMEDIES


SECTION
10.01.  Events of Default.


One or more of the following events shall constitute
an “Event of Default”:


(a)                                  the Borrower shall default in the payment or
prepayment when due of any principal of or interest on any Loan, or any
reimbursement obligation for a disbursement made under any Letter of Credit, or
any fees or other amount payable by it hereunder or under any other Loan
Document and such default, other than a default of a payment or prepayment of



 52
 






 



principal (which shall have no cure period)
shall continue unremedied for a period of three Business Days; or


(b)                                 the Borrower or any Restricted Subsidiary shall
default in the payment when due of any principal of or interest on any of its
other Debt aggregating $5,000,000 or more, or any event specified in any note,
agreement, indenture or other document evidencing or relating to any such Debt
shall occur if the effect of such event (after the giving of notice or lapse of
time or both, if applicable) is to cause, or to permit the holder or holders of
such Debt (or a trustee or agent on behalf of such holder or holders) to
cause, such Debt to become due prior to its
stated maturity; or


(c)                                  Any Unrestricted Subsidiary shall default in the
payment when due of any principal of or interest on any of its other Debt
aggregating $25,000,000 or more, or any event specified in any note, agreement,
indenture or other document evidencing or relating to any such Debt shall occur
if the effect of such event (after the giving of notice or lapse of time or
both, if applicable) is to cause, or to permit the holder or holders of such
Debt (or a trustee or agent on behalf of such holder or holders) to cause, such Debt to become due prior to its
stated maturity; or


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


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


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


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



 53
 






 



Bankruptcy Code, or (vi) take any corporate
action for the purpose of effecting any of the foregoing; or


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


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


(j)                                     a judgment or judgments for the payment of money
in excess of $25,000,000 in the aggregate,
or a judgment or judgments that would otherwise have a Material Adverse Effect,
shall be rendered by a court against any Unrestricted Subsidiary and the same
shall not be discharged (or provision shall not be made for such discharge), or
a stay of execution thereof shall not be procured, within 30 days from the date
of entry thereof and such Unrestricted Subsidiary shall not, within said period
of 30 days, or such longer period during which execution of the same shall have
been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal; or


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


(l)                                     a Change of Control shall occur; or


(m)                               any
Lien purported to be created under the Pledge Agreement shall fail or cease to
be, or shall be asserted by Borrower or any Guarantor not to be, a valid,
perfected first priority Lien on the Pledged Collateral (as defined in the
Pledge Agreement), except as a result of (i) the Administrative Agent’s failure
to take any action reasonably requested by Borrower in order to maintain a
valid and perfected Lien on any Collateral or (ii) any action taken by the
Administrative Agent to release any Lien on any Collateral;



 54
 






 



(n)                                 the
failure of the General Partner to comply in all material respects with any
terms and provisions of its limited liability company agreement regarding
maintaining the separateness of the records, assets and formalities of the
General Partner from any other Person, or the amending, supplementing or otherwise
modifying (pursuant to a waiver or otherwise) any of such separateness
provisions in a manner materially adverse to the interests of the Lenders
unless Borrower has obtained a Ratings Affirmation in connection with any such
amendment, supplement, modification or failure to comply; or


(o)                                 any
ERISA Event shall have occurred that could reasonably be expected to result in
liability to the Borrower or any of its Subsidiaries in excess of $5,000,000,
and 30 days after notice shall have been given to the Borrower, such ERISA
Event shall still exist.


SECTION
10.02.  Remedies.


(a)                                  In the case of an Event of Default other than one
referred to in subsection (f), (g) or (h) of Section 10.01, the Agent,
upon request of the Required Lenders, shall, by notice to the Borrower, cancel
the Commitments and/or declare the principal amount then outstanding of, and
the accrued interest on, the Loans and all other amounts payable by the
Borrower hereunder (including without limitation the payment of cash collateral
to secure the LC Exposure as provided in Section 2.09(b)) to be forthwith due
and payable, whereupon such amounts shall be immediately due and payable
without presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or other formalities of any kind, all of which are hereby
expressly waived by the Borrower.


(b)                                 In the case of the occurrence of an Event of
Default referred to in subsection (f), (g) or (h) of Section 10.01, the
Commitments shall be automatically canceled and the principal amount then
outstanding of, and the accrued interest on, the Loans and all other amounts
payable by the Borrower hereunder (including without limitation the payment of
cash collateral to secure the LC Exposure as provided in Section 2.09(b)) shall
become automatically immediately due and payable without presentment, demand,
protest, notice of intent to accelerate, notice of acceleration or other
formalities of any kind, all of which are hereby expressly waived by the
Borrower.


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



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ARTICLE XI

THE AGENT


SECTION
11.01.  The Agent.


(a)                                  Appointment.  Each Lender appoints the Agent (including,
without limitation, each successor Agent in accordance with this Section 11.01)
as its nominee and agent to act in its name and on its behalf (and the Agent
and each such successor accepts that appointment):  (i) to act as its nominee and on its
behalf in and under all Loan Documents; (ii) to arrange the means whereby
its funds are to be made available to the Borrower under the Loan Documents;
(iii) to take any action that it properly requests under the Loan
Documents (subject to the concurrence of other Lenders as may be required under
the Loan Documents); (iv) to receive all documents and items to be
furnished to it under the Loan Documents; (v) to be the secured party,
mortgagee, beneficiary, recipient and similar party in respect of the cash
collateral under Section 2.09(b) and any other collateral for the benefit of
the Lenders and the LC Issuing Bank (at any time an Event of Default or Default
has occurred and is continuing); (vi) to promptly distribute to it all
material information, requests, documents and items received from the Borrower,
any of its Subsidiaries or any Restricted Subsidiary under the Loan Documents;
(vii) to promptly distribute to it its ratable part of each payment or
prepayment (whether voluntary, as proceeds of collateral upon or after
foreclosure, as proceeds of insurance thereon or otherwise) in accordance with
the terms of the Loan Documents; and (viii) to deliver to the appropriate
Persons requests, demands, approvals and consents received from it.  The Agent, however, may not be required to
take any action that exposes it to personal liability or that is contrary to
any Loan Document or applicable Governmental Requirement.  The Agent may execute any of its duties hereunder
or under the other Loan Documents by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel (including Borrower’s counsel)
concerning all matters pertaining to such duties.  The Agent shall not be responsible to the
Lenders for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.


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



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under the Loan Documents, and each Lender shall execute the documents
that any Lender, the resigning Agent or the successor Agent reasonably requests
to reflect the change.  After any Agent’s
resignation as the Agent under the Loan Documents, the provisions of this
section inure to its benefit as to any actions taken or not taken by it while
it was the Agent under the Loan Documents.


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


(d)                                 Other Activities.  The Agent or any Lender may now or in the
future be engaged in one or more loan, letter of credit, leasing or other
financing transactions with the Borrower, act as trustee or depositary for the
Borrower or otherwise be engaged in other transactions with the Borrower
(collectively, the “other activities”) not the subject of the Loan
Documents.  Without limiting the rights
of the Lenders or the LC Issuing Bank specifically set forth in the Loan
Documents, neither the Agent, the LC Issuing Bank nor any Lender is responsible
to account to the other Lenders or the LC Issuing Bank for those other
activities, and neither any Lender nor the LC Issuing Bank shall have any
interest in any other Lender’s of the LC Issuing Bank’s activities, any present
or future guaranties by or for the account of the Borrower that are not
contemplated by or included in the Loan Documents, any present or future offset
exercised by the Agent, the LC Issuing Bank or any Lender in respect of those
other activities, any present or future property taken as security for any of
those other activities or any property now or hereafter in the Agent’s or any
other Lender’s possession or control that may be or become security for the
obligations of the Borrower arising under the Loan Documents by reason of the
general description of indebtedness secured or of property contained in any
other agreements, documents or instruments related to any of those other
activities (but, if any payments in respect of those guaranties or that
property or the proceeds thereof is applied by the Agent, the LC Issuing Bank
or any Lender to reduce the obligations hereunder, then each of the LC Issuing
Bank and each Lender is entitled to share in the application as provided in the
Loan Documents).


SECTION 11.02.  Expenses.


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



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SECTION 11.03.  Proportionate Absorption of Losses.


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


SECTION 11.04.  Delegation of Duties; Reliance.


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


SECTION 11.05.  Limitation of the Agent’s Liability.


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



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(b)                                 Indemnity.  Unless indemnified to its satisfaction
against loss, cost, liability and expense, the Agent may not be compelled to do
any act under the Loan Documents or to take any action toward the execution or
enforcement of the powers thereby created or to prosecute or defend any suit in
respect of the Loan Documents. If the Agent requests instructions from the
Lenders, the LC Issuing Bank or the Required Lenders, as the case may be, with
respect to any act or action in connection with any Loan Document, the Agent is
entitled to refrain (without incurring any liability to any Person by so
refraining) from that act or action unless and until it has received
instructions.  In no event, however, may
the Agent or any of its representatives be required to take any action that it
or they determine could incur for it or them criminal or onerous civil liability.  Without limiting the generality of the
foregoing, neither the LC Issuing Bank nor any Lender has any right of action
against the Agent as a result of the Agent’s acting or refraining from acting
under this Agreement in accordance with instructions of the Required Lenders.


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


SECTION 11.06.  Event of Default.


If an Event of Default has occurred and is continuing,
the Lenders agree to promptly confer in order that the Required Lenders or the
Lenders, as the case may be, may agree upon a course of action for the
enforcement of the rights of the Lenders hereunder.  The Agent is entitled to act or refrain from
taking any action (without incurring any liability to any Person for



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so acting or refraining)
unless and until it has received instructions from the Required Lenders.  In actions with respect to any Company’s
property, the Agent is acting for the ratable benefit of each Lender.


SECTION 11.07.  Limitation of Liability.


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


SECTION 11.08.  Other Agents.


On the cover page SunTrust Capital Markets, Inc., is
named as “Sole Lead Arranger and Sole Bookrunner” but does not, in such
capacities, assume any responsibility or obligation under this Agreement for syndication,
documentation, servicing, enforcement or collection of any part of the
obligations hereunder, nor any other duties, as agent for the LC Issuing Bank
or the Lenders.


SECTION 11.09.  Relationship of Lenders.


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


SECTION 11.10.  Benefits of Agreement.


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


ARTICLE XII

MISCELLANEOUS


SECTION
12.01.  Waiver.


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


SECTION
12.02.  Notices.


All notices and other communications provided for
herein and in the other Loan Documents (including, without limitation, any
modifications of, or waivers or consents under, this Agreement or the other
Loan Documents) shall be given or made by telex, telecopy, courier



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or U.S. Mail or in
writing and telexed, telecopied, mailed or delivered to the intended recipient
at the “Address for Notices” specified below its name on the signature pages
hereof or in the Loan Documents, except that for notices and other
communications to the Agent other than payment of money, the Borrower need only
send such notices and communications to the Agent care of the Atlanta address
of SunTrust; or, as to any party, at such other address as shall be designated
by such party in a notice to each other party. 
Except as otherwise provided in this Agreement or in the other Loan
Documents, all such communications shall be deemed to have been duly given when
transmitted, if transmitted before 1:00 p.m. local time on a Business Day
(otherwise on the next succeeding Business Day) by telex or telecopier and
evidence or confirmation of receipt is obtained, or personally delivered or, in
the case of a mailed notice, four Business Days after the date deposited in the
mails, postage prepaid, in each case given or addressed as aforesaid.


SECTION
12.03.  Payment of Expenses, Indemnities,
etc.


(a)           The
Borrower agrees:


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


(ii)           TO INDEMNIFY THE
AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS,
DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS AND
EXPERTS (“INDEMNIFIED PARTIES”)
FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR
REIMBURSE EACH OF THEM FOR, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR
ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS
DESIGNATED A PARTY THERETO) ASSERTED BY ANY THIRD PARTY OR BY THE
BORROWER OR ANY OTHER CREDIT PARTY AS A
RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR
PROPOSED USE BY THE BORROWER OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF
CREDIT, (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS
BY THE BORROWER, (III) THE OPERATIONS OF THE BUSINESS OF THE BORROWER, ANY



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GUARANTOR
AND THE RESTRICTED SUBSIDIARIES, (IV) THE FAILURE OF THE BORROWER, ANY
GUARANTOR OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN
DOCUMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY
REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF THE BORROWER OR THE GUARANTOR
SET FORTH IN ANY OF THE LOAN DOCUMENTS, (VI) THE ISSUANCE, EXECUTION AND
DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF
CREDIT, OR (VII) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT
NOTWITHSTANDING THE NON COMPLIANCE, NON DELIVERY OR OTHER IMPROPER PRESENTATION
OF THE MANUALLY EXECUTED DRAFT(S) AND CERTIFICATION(S), (VIII) ANY ASSERTION
THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO
THE LOAN DOCUMENTS OR (IX) ANY OTHER ASPECT OF THE LOAN DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL
AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR
PREPARING TO DEFEND ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY
INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM, WHETHER BROUGHT BY A
THIRD PARTY OR BY THE BORROWER OR ANY OTHER CREDIT PARTY, AND REGARDLESS OF
WHETHER ANY INDEMNIFIED PARTY IS A PARTY THERETO, AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY
NEGLIGENCE OF ANY INDEMNIFIED PARTY, BUT EXCLUDING ALL INDEMNITY MATTERS
ARISING SOLELY BY REASON OF (1) CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND
THE AGENT OR A LENDER’S SHAREHOLDERS AGAINST THE AGENT OR LENDER, (2) THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE INDEMNIFIED PARTY OR (3)
CLAIMS BROUGHT BY THE BORROWER AGAINST AN INDEMNIFIED PARTY FOR BREACH OF SUCH
INDEMNIFIED PARTY’S OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, IF
THE BORROWER OR APPLICABLE LOAN PARTY HAS OBTAINED A FINAL AND NONAPPEALABLE
JUDGMENT IN ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION; AND


 


(iii)          TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE
INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, COST RECOVERY
ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH
ANY SUCH PERSON MAY BECOME SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW
APPLICABLE TO THE BORROWER, ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY OR ANY
OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE TREATMENT OR DISPOSAL OF
HAZARDOUS SUBSTANCES OR HAZARDOUS WASTES ON ANY OF SUCH PROPERTIES,
(II) AS A RESULT OF THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY
RESTRICTED SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER,
ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY,



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(III) DUE TO PAST OWNERSHIP BY THE
BORROWER, ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY OF ANY OF THEIR PROPERTIES
OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY
PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE
PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES
OR HAZARDOUS WASTES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER,
ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY, OR (V) ANY OTHER
ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN
DOCUMENTS.


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


(c)           In
the case of any indemnification hereunder, the Agent or Lender, as appropriate shall
give notice to the Borrower of any such claim or demand being made against the
Indemnified Party and the Borrower shall have the non-exclusive right to join
in the defense against any such claim or demand provided
that if the Borrower provides a defense, the Indemnified Party shall bear its
own cost of defense unless there is a conflict between the Borrower and such
Indemnified Party.


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


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


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



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SECTION
12.04.  Amendments, Etc.


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


SECTION
12.05.  Successors and Assigns.


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


SECTION
12.06.  Assignments and Participations.


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


(b)           Any Lender may upon the written consent of the Agent
(which consent will not be unreasonably withheld) and, if no Event of Default
has occurred and is continuing, the Borrower (which consent will not be unreasonably
withheld), assign to one or more assignees all or a portion of
its rights and obligations under this Agreement pursuant to an Assignment Agreement substantially in the form of Exhibit
C (an “Assignment Agreement”);
provided, however, that (i) any such
assignment shall be in the amount of at least $5,000,000 (or if less,
the total amount of such Lender’s Commitment) or such lesser amount to which
the Borrower has consented, (ii) the
assignee or assignor shall pay to the Agent a processing and recordation fee of
$3,500 for each assignment and (iii) any assignment to an Affiliate of
such Lender will not require the consent of the Agent or the Borrower.  Any such assignment will become effective
upon the execution and delivery to the Agent of the Assignment Agreement and
the consent of the Agent, if required. 
Promptly after receipt of an executed Assignment Agreement, the Agent
shall send to the Borrower a copy of such executed Assignment Agreement.  Upon the effectiveness of any assignment
pursuant to this Section 12.06(b), the assignee will become a “Lender,”
if not already a “Lender,” for all purposes
of this Agreement and the other Loan Documents. 
The assignor shall be relieved of its obligations hereunder to
the extent of such assignment (and if the



 64
 






 



assigning Lender no longer holds
any rights or obligations under this Agreement, such assigning Lender shall
cease to be a “Lender” hereunder except that its rights under
Sections 4.06, 5.01, 5.05 and 12.03 shall not be affected).  The Agent will prepare
on the last Business Day of each month during which an assignment has become
effective pursuant to this Section 12.06(b), a new Annex I giving effect
to all such assignments effected during such month, and will promptly provide
the same to the Borrower and each of the Lenders.


(c)           Each Lender may transfer, grant or assign participations
in all or any part of such Lender’s interests hereunder pursuant to this
Section 12.06(c) to any Person, provided that:
(i) such Lender shall remain a “Lender” for all purposes of this Agreement and the
transferee of such participation shall not constitute a “Lender” hereunder; and (ii) no participant under any
such participation shall have rights to approve any amendment to or waiver of
any of the Loan Documents except to the extent such amendment or waiver would
(x) forgive any principal owing on any Debt hereunder or extend the final
maturity of the Loans, (y) reduce the interest rate (other than as a
result of waiving the applicability of any post-default increases in interest
rates) or fees applicable to any of the Commitments or Loans or Letters of
Credit in which such participant is participating, or postpone the payment of
any thereof, or (z) release any Guarantor of its obligations under its
Guaranty or release all or substantially all of the collateral (except as
provided in the Loan Documents) supporting any of the Commitments or Loans or
Letters of Credit in which such participant is participating.  In the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Loan Documents (the participant’s rights against the granting Lender in respect
of such participation to be those set forth in the agreement with such Lender
creating such participation), and all amounts payable by the Borrower hereunder
shall be determined as if such Lender had not sold such participation, provided that such participant shall be entitled to receive
additional amounts under Article V on the same basis as if it were a
Lender and be indemnified under Section 12.03 as if it were a Lender.  In addition, each agreement creating any
participation must include an agreement by the participant to be bound by the
provisions of Section 12.15.


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


(e)           Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant
to a special purpose funding vehicle (an “SPC”) of such Granting Lender identified as such in
writing from time to time by the Granting Lender to the Agent and the Borrower,
the option to provide to the Borrower all or any part of any Loan that such
Granting Lender would otherwise be obligated to make to the Borrower pursuant
to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any such SPC to make any
Loan, (ii) if such SPC elects not to exercise such option or otherwise fails to
provide all or any part of such Loan, the Granting Lender shall be obligated to
make such Loan pursuant to the terms hereof and (iii) no SPC or Granting Lender
shall be entitled to receive any greater amount pursuant to Article V than
the Granting Lender would have been entitled to receive had the Granting Lender
not otherwise granted such SPC the option to provide any Loan to the
Borrower.  The making of a Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were made by such Granting Lender.



 65
 






 



Each party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement for which a Lender
would otherwise be liable so long as, and to the extent that, the related
Granting Lender provides such indemnity or makes such payment.  In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPC, it
will not institute against or join any other person in instituting against such
SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof.  Notwithstanding the foregoing, the Granting
Lender unconditionally agrees to indemnify the Borrower, the Agent and each
Lender against all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be incurred by or asserted against the Borrower,
the Agent or such Lender, as the case may be, in any way relating to or arising
as a consequence of any such forbearance or delay in the initiation of any such
proceeding against its SPC.  Each party
hereto hereby acknowledges and agrees that no SPC shall have the rights of a
Lender hereunder, such rights being retained by the applicable Granting
Lender.  Accordingly, and without
limiting the foregoing, each party hereby further acknowledges and agrees that
no SPC shall have any voting rights hereunder and that the voting rights
attributable to any Loan made by an SPC shall be exercised only by the relevant
Granting Lender and that each Granting Lender shall serve as the administrative
agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive
any and all payments made for the benefit of such SPC and take all actions
hereunder to the extent, if any, such SPC shall have any rights hereunder.  In addition, notwithstanding anything to the
contrary contained in this Agreement any SPC may (i) with notice to, but
without the prior written consent of any other party hereto, assign all or a
portion of its interest in any Loans to the Granting Lender and (ii) disclose
on a confidential basis any information relating to its Loans to any rating
agency, commercial paper dealer or provider of any surety, guarantee or credit
or liquidity enhancement to such SPC. 
This Section may not be amended without the prior written consent of
each Granting Lender, all or any part of whose Loan is being funded by an SPC
at the time of such amendment.


(f)            Notwithstanding anything in this Section 12.06 to
the contrary, any Lender may assign and pledge its note issued pursuant to
Section 2.06 to any Federal Reserve Bank. No such assignment and/or pledge
shall release the assigning and/or pledging Lender from its obligations
hereunder.


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


SECTION
12.07.  Invalidity.


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



 66














                                                                                                 


SECTION
12.08.  Counterparts.


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


SECTION
12.09.  References.


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


SECTION
12.10.  Survival.


The obligations of the parties under
Section 4.06, Article V, and Sections 11.05 and 12.03 shall
survive the repayment of the Loans and the termination of the Commitments.  To the extent that any payments on the Debt
hereunder or proceeds of any collateral are subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid to a
trustee, debtor in possession, receiver or other Person under any bankruptcy
law, common law or equitable cause, then to such extent, the Debt so satisfied
shall be revived and continue as if such payment or proceeds had not been
received and the Agent’s and the Lenders’ rights, powers and remedies under
this Agreement and each other Loan Document shall continue in full force and
effect.  In such event, each Loan
Document shall be automatically reinstated and the Borrower shall take such
action as may be reasonably requested by the Agent and the Lenders to effect
such reinstatement.


SECTION 12.11.  Captions.


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


SECTION
12.12.  NO ORAL AGREEMENTS.


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



 67
 






                                                                                                 



SECTION
12.13.  GOVERNING LAW; SUBMISSION TO
JURISDICTION.


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


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


(c)           THE
BORROWER AND THE GENERAL PARTNER HEREBY IRREVOCABLY DESIGNATE CT CORPORATION
LOCATED AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011, AS THE DESIGNEE,
APPOINTEE AND AGENT OF ITSELF TO RECEIVE, FOR AND ON BEHALF OF ITSELF, SERVICE
OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THE LOAN DOCUMENTS.  IT
IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY
FORWARDED BY OVERNIGHT COURIER TO THE BORROWER AT ITS ADDRESS SET FORTH UNDER
ITS SIGNATURE BELOW, BUT THE FAILURE OF ANY OF THE BORROWER OR THE GENERAL
PARTNER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH
PROCESS.  THE BORROWER AND THE GENERAL
PARTNER FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.


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



 68
 






                                                                                                 



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


 


SECTION
12.14.  Interest.


It is the intention of the parties hereto that each
Lender shall conform strictly to usury laws applicable to it.  Accordingly, if the transactions contemplated
hereby would be usurious as to any Lender under laws applicable to it
(including the laws of the United States of America and the State of New York
or any other jurisdiction whose laws may be mandatorily applicable to such
Lender notwithstanding the other provisions of this Agreement), then, in that
event, notwithstanding anything to the contrary in any of the Loan Documents or
any agreement entered into in connection with or as security for the Loans, it
is agreed as follows: (i) the aggregate of all consideration which
constitutes interest under law applicable to any Lender that is contracted for,
taken, reserved, charged or received by such Lender under any of the Loan
Documents or agreements or otherwise in connection with the Loans shall under
no circumstances exceed the maximum amount allowed by such applicable law, and
any excess shall be canceled automatically and if theretofore paid shall be
credited by such Lender on the principal amount of the Debt (or, to the extent
that the principal amount of the Debt shall have been or would thereby be paid
in full, refunded by such Lender to the Borrower); and (ii) in the event
that the maturity of the Loans is accelerated by reason of an election of the
holder thereof resulting from any Event of Default under this Agreement or
otherwise, or in the event of any required or permitted prepayment, then such
consideration that constitutes interest under law applicable to any Lender may
never include more than the maximum amount allowed by such applicable law, and
excess interest, if any, provided for in this Agreement or otherwise shall be
canceled automatically by such Lender as of the date of such acceleration or
prepayment and, if theretofore paid, shall be credited by such Lender on the
principal amount of the Debt (or, to the extent that the principal amount of
the Debt shall have been or would thereby be paid in full, refunded by such
Lender to the Borrower).  All sums paid
or agreed to be paid to any Lender for the use, forbearance or detention of
sums due hereunder shall, to the extent permitted by law applicable to such
Lender, be amortized, prorated, allocated and spread throughout the full term
of the Loans until payment in full so that the rate or amount of interest on
account of any Loans hereunder does not exceed the maximum amount allowed by
such applicable law.  If at any time and
from time to time (i) the amount of interest payable to any Lender on any
date shall be



 69
 






                                                                                                 



computed at the Highest
Lawful Rate applicable to such Lender pursuant to this Section 12.14 and
(ii) in respect of any subsequent interest computation period the amount
of interest otherwise payable to such Lender would be less than the amount of
interest payable to such Lender computed at the Highest Lawful Rate applicable
to such Lender, then the amount of interest payable to such Lender in respect
of such subsequent interest computation period shall continue to be computed at
the Highest Lawful Rate applicable to such Lender until the total amount of
interest payable to such Lender shall equal the total amount of interest which
would have been payable to such Lender if the total amount of interest had been
computed without giving effect to this Section 12.14.


SECTION
12.15.  Confidentiality.


In the event that Borrower, the General Partner, or
any Guarantor provides to the Agent or the Lenders written confidential
information belonging to the Borrower, the General Partner, or such Guarantor,
if the Borrower, the General Partner, or such Guarantor shall denominate such
information in writing as “confidential”, the Agent and the Lenders shall
thereafter maintain such information in confidence in accordance with the
standards of care and diligence that each utilizes in maintaining its own
confidential information.  This
obligation of confidence shall not apply to such portions of the information
which (i) are in the public domain, (ii) hereafter become part of the
public domain without the Agent or the Lenders breaching their obligation of
confidence to the Borrower, the General Partner, and such Guarantor,
(iii) are previously known by the Agent or the Lenders from some source
other than the Borrower, the General Partner, or such Guarantor, (iv) are
hereafter developed by the Agent or the Lenders without using the Borrower’s,
the General Partner’s, or such Guarantor’s information, (v) are hereafter
obtained by or available to the Agent or the Lenders from a third party who
owes no obligation of confidence to the Borrower, the General Partner, or such
Guarantor with respect to such information or through any other means other
than through disclosure by the Borrower, the General Partner, or such
Guarantor, (vi) are disclosed with the Borrower’s, the General Partner’s,
or the Guarantor’s consent, (vii) must be disclosed either pursuant to any
Governmental Requirement or to Persons regulating the activities of the Agent,
the Lenders or their Affiliates, (viii) as may be required by law or regulation or
order of any Governmental Authority in any judicial, arbitration or
governmental proceeding or to any Affiliate of the Agent or any Lender on a
confidential and need to know basis and (ix) as disclosed in connection with
any litigation related to this Agreement to which the Agent or any Lender is a
party.  Further, except where prohibited
by applicable law, the Agent or a Lender may disclose any such information to
any other Lender, any independent petroleum engineers or consultants, any
independent certified public accountants, any legal counsel employed by such
Person in connection with this Agreement or any other Loan Document, including
without limitation, the enforcement or exercise of all rights and remedies
thereunder, or any assignee or participant (including prospective assignees and
participants) in the Loans, or any actual or proposed contractual counterparty
(or its advisors) to any securitization, hedging or other derivative
transaction relating to the parties’ obligations hereunder; provided, however, that the Agent or the Lenders shall
receive a confidentiality agreement from the Person to whom such information is
disclosed such that said Person shall have the same obligation to maintain the
confidentiality of such information as is imposed upon the Agent or the Lenders
hereunder.  Notwithstanding anything to
the contrary provided herein, this obligation of confidence shall cease three
years from the date the information was furnished, unless the Borrower, the
General Partner, and the Guarantors request in writing at least 30 days



 70
 






                                                                                                 



prior to the expiration
of such three year period, to maintain the confidentiality of such information
for an additional three year period. 
Each of the Borrower, the General Partner, and the Guarantors waives any
and all other rights it may have to confidentiality as against the Agent and
the Lenders arising by contract, agreement, statute or law except as expressly
stated in this Section 12.15.


SECTION
12.16.  EXCULPATION PROVISIONS.


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


SECTION
12.17.  Separateness.


The Lenders acknowledge that
(i) the Lenders have advanced funds to the Borrower in reliance upon the separateness
of the Borrower and the General Partner from each other, the General Partner
from any other Persons, and of the Borrower from any other Persons except to
the extent described in Section 8.09 hereof, and (ii) the Borrower and Mainline
Sub LLC have assets and liabilities that are separate from those of other
Persons and the General Partner.


SECTION 12.18.  Location of Closing.  


Each Lender acknowledges and agrees that it has delivered, with the
intent to be bound, its executed counterparts of this Agreement to Agent, c/o
King & Spalding LLP, 1185 Avenue of the Americas, New York, New York
10036.  Borrower acknowledges and agrees
that it has delivered, with the intent to be bound, its executed counterparts
of this Agreement and each other Loan Document, together with all other
documents, instruments, opinions, certificates and other items required under Section
3.1, to Agent, c/o King & Spalding LLP, 1185 Avenue of the Americas,
New York, New York 10036.  All parties
agree that closing of the transactions contemplated by this Credit Agreement
has occurred in New York.



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[Signatures
Begin on Next Page]



 72














 


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


	
  BORROWER:

  	
  BUCKEYE GP HOLDINGS L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MainLine Management LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert B. Wallace

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Robert B. Wallace

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President -
  Finance

  and Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  5 Radnor Corporate Center

  
	
   

  	
  Suite 500

  
	
   

  	
  100 Matsonford Road

  
	
   

  	
  Radnor, PA 19087

  
	
   

  	
  Telecopier No.: 610/971-9296

  
	
   

  	
  Telephone No.: 610/254-4600

  
	
   

  	
  Attention: Senior Vice President, Finance

  
						



 


[Signature Page to Credit
Agreement]















 


 


	
  LENDER AND AGENT:

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Peter Panos

  	
   

  
	
   

  	
  Name: Peter Panos

  
	
   

  	
    Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Lending Office for Base Rate Loans and LIBOR

  Loans:

  
	
   

  	
   

  
	
   

  	
  303 Peachtree Street, N.E.

  
	
   

  	
  Atlanta, Georgia 30308

  
	
   

  	
  Telecopier No.: 404/724-3879

  
	
   

  	
  Telephone No.: 404/532-0432

  
	
   

  	
  Attention: Agency Services

  
	
   

  	
   

  
	
   

  	
  With copies to:

  
	
   

  	
   

  
	
   

  	
  303 Peachtree Street, N.E.

  
	
   

  	
  Atlanta, Georgia 30308

  
	
   

  	
  Telecopier No.: 404/827-6270

  
	
   

  	
  Telephone No.: 404/827-6735

  
	
   

  	
  Attention: David Edge

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  303 Peachtree Street, N.E.

  
	
   

  	
  Atlanta, Georgia 30308

  
	
   

  	
  Telecopier No.: 404/827-6270

  
	
   

  	
  Telephone No.: 404/827-6735

  
	
   

  	
  Attention: David Edge

  
	
   

  	
   

  
	
   

  	
  With copies to:

  
	
   

  	
   

  
	
   

  	
  303 Peachtree Street, N.E.

  
	
   

  	
  Atlanta, Georgia 30308

  
	
   

  	
  Telecopier No.: 404/724-3879

  
	
   

  	
  Telephone No.: 404/532-0432

  
	
   

  	
  Attention: Agency Services

  



 



 A-2
 






 



 


ANNEX I

5-YEAR CREDIT AGREEMENT



LIST OF PERCENTAGE SHARES AND REVOLVING CREDIT COMMITMENTS


	
  Name of Lender

  	
   

  	
  Percentage Share

  	
   

  	
  Revolving Credit

  Commitments

  	
   

  
	
  SunTrust Bank

  	
   

  	
  100

  	
  %

  	
  $

  	
  10,000,000

  	
   

  
							



 



 A-3
 






 



EXHIBIT A


FORM OF BORROWING,
CONTINUATION AND CONVERSION REQUEST

                          ,
200  


BUCKEYE GP HOLDINGS L.P., a Delaware limited
partnership (the “Borrower”), pursuant to the
Credit Agreement dated as of August     , 2006, among the
Borrower, SunTrust Bank, as agent for the lenders (the “Lenders”)
which are or become parties thereto, and such Lenders (together with all
amendments or supplements thereto, the “Credit Agreement”),
hereby makes the requests indicated below (unless otherwise defined herein,
capitalized terms are defined in the Credit Agreement):


o            1.         Loans:


(a)                      Aggregate
amount of new Loans to be

$                                          ;


(b)                     Requested
funding date is                           ,
200    ;


(c)                      $                                        
of such borrowings are to be LIBOR Loans;


$                                        
of such borrowings are to be Base Rate Loans;

and


(d)                     Length of
Interest Period for LIBOR Loans is:

                                        .


o            2.                           LIBOR
Loan Continuation for LIBOR Loans maturing on

                                .


(a)                      Aggregate
amount to be continued as LIBOR Loans is $                                  ;


(b)                     Aggregate
amount to be converted to Base Rate Loans is $                                  ;


(c)                      Length of
Interest Period for continued LIBOR Loans is

                                        .


o            3.         Conversion
of Outstanding Base Rate Loans to LIBOR Loans:


Convert $                        
of the outstanding Base Rate Loans to LIBOR Loans on                         
with an Interest Period of                         .


o            4.         Conversion
of outstanding LIBOR Loans to Base Rate Loans:


Convert
$                              
of the outstanding LIBOR Loans with Interest Period maturing on                           ,
200    , to Base Rate Loans.



 A-4
 






 



The undersigned certifies that he/she is the                     
of the general partner of Borrower, and that as such he/she is authorized to
execute this certificate on behalf of the Borrower.  The undersigned further certifies, represents
and warrants on behalf of the Borrower that, as of the date hereof and on the
date of the requested borrowing and after giving effect thereto:


(a)           no Default shall have occurred and be continuing; and


(b)           the representations and warranties made by the Borrower in
Article VII and by the Borrower and each Guarantor in any other Loan
Document shall be true on and as of the date of the making of such Loans or
issuance, renewal, extension or reissuance of a Letter of Credit with the same
force and effect as if made on and as of such date and following such new
borrowing, except to the extent such representations and warranties are
expressly limited to an earlier date or the Required Lenders may expressly
consent in writing to the contrary.


 


	
   

  	
  BUCKEYE GP HOLDINGS L.P.

  
	
   

  	
   

  
	
   

  	
  By

  	
  MainLine Management LLC, its

  
	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 



 A-5














 


EXHIBIT B


FORM OF COMPLIANCE CERTIFICATE


The undersigned hereby certifies that it is the
general partner of BUCKEYE GP HOLDINGS L.P., a Delaware limited partnership
(the “Borrower”) and that, as such,
it is authorized to execute this certificate on behalf of the Borrower.  With reference to the Credit Agreement, dated
as of August     , 2006, among the Borrower, SunTrust Bank,
as agent for the lenders (the “Lenders”)
which are or become a party thereto, and such Lenders (together with all
amendments or supplements thereto being the “Credit
Agreement”), the undersigned, on behalf of the Borrower,
represents and warrants as follows (each capitalized term used herein having
the same meaning given to it in the Credit Agreement unless otherwise
specified):


(a)           The representations and warranties of the Borrower
contained in Article VII of the Credit Agreement and in the other Loan
Documents and otherwise made in writing by or on behalf of the Borrower
pursuant to the Credit Agreement and the other Loan Documents were true and
correct when made, and are repeated at and as of the time of delivery hereof
and are true and correct at and as of the time of delivery hereof, except as
such representations and warranties are modified to give effect to the
transactions expressly permitted by the Credit Agreement.


(b)           The Borrower has performed and complied with all
agreements and conditions contained in the Credit Agreement and in the other
Loan Documents required to be performed or complied with by it prior to or at
the time of delivery hereof.


(c)           None of the Borrower or any Restricted Subsidiary has
incurred any material liabilities, direct or contingent, since [date of last audited financial statements delivered] except
those not prohibited by the terms of the Credit Agreement or consented to by
the Lenders in writing.


(d)           Since [date of last audited
financial statements delivered], no change has occurred, either in
any case or in the aggregate, in the condition, financial or otherwise, of the
Borrower or any Subsidiary of the Borrower which would have a Material Adverse
Effect.


(e)           There
exists, and, after giving effect to the Loan or Loans with respect to which
this certificate is being delivered, will exist, no Default under the Credit
Agreement.


(f)            The financial statements furnished to the Agent with this
certificate fairly present, in all material respects, the consolidated
financial condition and results of operations of the Borrower and its
Consolidated Subsidiaries as at the end of, and for, the [fiscal
quarter][fiscal year] ending and such financial statement have been
prepared in accordance with the accounting requirements specified in the Credit
Agreement.



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(g)           Attached hereto are the detailed computations necessary to
determine whether the Borrower is in compliance with Sections 9.12 and
9.13 of the Credit Agreement as of the end of the [fiscal
quarter] [fiscal year] ending                                 .


The officer signing this Certificate on behalf of the
General Partner hereby certifies that he/she holds the office set forth under
his/her signature and is authorized to execute this Certificate on behalf of
the General Partner.


EXECUTED AND DELIVERED this         
day of                                 .


 


	
   

  	
  BUCKEYE GP HOLDINGS L.P.

  
	
   

  	
   

  
	
   

  	
  By: MainLine
  Management LLC, its

  
	
   

  	
   general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 B-2














 


EXHIBIT C


FORM OF ASSIGNMENT AGREEMENT


ASSIGNMENT AGREEMENT (“Agreement”)
dated as of                           ,
200     between:                                                   
(the “Assignor”) and                                                   
(the “Assignee”).


RECITALS


A.            The
Assignor is a party to the Credit Agreement dated as of August     ,
2006 (as amended and supplemented and in effect from time to time, the “Credit Agreement”) among Buckeye GP
Holdings L.P., a limited partnership (the “Borrower”),
each of the lenders that is or becomes a party thereto as provided in
Section 12.06 of the Credit Agreement (individually, together with its
successors and assigns, a “Lender”,
and collectively, together with their successors and assigns, the “Lenders”), and SunTrust Bank, in its
individual capacity, (“SunTrust”)
and as agent for the Lenders (in such capacity, together with its successors in
such capacity, the “Agent”).


B.            The
Assignor proposes to sell, assign and transfer to the Assignee, and the Assignee
proposes to purchase and assume from the Assignor, [all][a
portion] of the Assignor’s Commitment, outstanding Loans and its
Percentage Share of the outstanding LC Exposure, all on the terms and
conditions of this Agreement.


C.            In
consideration of the foregoing and the mutual agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


ARTICLE I

DEFINITIONS


Section 1.01.  Definitions.


All capitalized terms used but not defined herein have
the respective meanings given to such terms in the Credit Agreement.


Section 1.02.  Other Definitions.


As used herein, the following terms have the following
respective meanings:


“Assigned Interest”
shall mean all of Assignor’s rights and obligations (i) under the Credit
Agreement and the other Loan Documents in respect of the Commitment of the
Assignor in the principal amount equal to $                           including,
without limitation, any obligation to participate pro rata in any LC Exposure,
and (ii) to make Loans under the Commitment and any right to receive payments
for the Loans outstanding under the Commitment assigned hereby of $             
(the “Loan Balance”), plus the
interest and fees which will accrue from and after the Assignment Date.



 C-1
 






 



“Assignment
Date” shall mean                           ,
200    .


ARTICLE II

SALE AND ASSIGNMENT


Section 2.01.  Sale and Assignment.


On the terms and conditions set forth herein,
effective on and as of the Assignment Date, the Assignor hereby sells, assigns
and transfers to the Assignee, and the Assignee hereby purchases and assumes
from the Assignor, all of the right, title and interest of the Assignor in and
to, and all of the obligations of the Assignor in respect of, the Assigned
Interest.  Such sale, assignment and
transfer is without recourse and, except as expressly provided in this
Agreement, without representation or warranty.


Section 2.02.  Assumption of Obligations.


The Assignee agrees with the Assignor (for the express
benefit of the Assignor and the Borrower) that the Assignee will, from and
after the Assignment Date, perform all of the obligations of the Assignor in
respect of the Assigned Interest.  From
and after the Assignment Date: (a) the Assignor shall be released from the
Assignor’s obligations in respect of the Assigned Interest, and (b) the
Assignee shall be entitled to all of the Assignor’s rights, powers and
privileges under the Credit Agreement and the other Loan Documents in respect
of the Assigned Interest.


Section 2.03.  Consent by Agent.


By executing this Agreement as provided below, in
accordance with Section 12.06(b)of the Credit Agreement, the Agent hereby
acknowledges notice of the transactions contemplated by this Agreement and
consents to such transactions.


ARTICLE III

PAYMENTS


Section 3.01.  Payments.


As consideration for the sale, assignment and transfer
contemplated by Section 2.01 hereof, the Assignee shall, on the Assignment
Date, assume Assignor’s obligations in respect of the Assigned Interest and pay
to the Assignor an amount equal to the [Loan Balance],
if any.  An amount equal to all accrued
and unpaid interest and fees shall be paid to the Assignor as provided in
Section 3.02(iii) below. 
Except as otherwise provided in this Agreement, all payments hereunder
shall be made in Dollars and in immediately available funds, without setoff,
deduction or counterclaim.


Section 3.02.  Allocation of Payments.


The Assignor and the Assignee agree that (i) the
Assignor shall be entitled to any payments of principal with respect to the
Assigned Interest made prior to the Assignment Date, together with any interest
and fees with respect to the Assigned Interest accrued prior to the



 C-2
 






 



Assignment Date,
(ii) the Assignee shall be entitled to any payments of principal with
respect to the Assigned Interest made from and after the Assignment Date,
together with any and all interest and fees with respect to the Assigned
Interest accruing from and after the Assignment Date, and (iii) the Agent
is authorized and instructed to allocate payments received by it for account of
the Assignor and the Assignee as provided in the foregoing clauses.  Each party hereto agrees that it will hold
any interest, fees or other amounts that it may receive to which the other
party hereto shall be entitled pursuant to the preceding sentence for account
of such other party and pay, in like money and funds, any such amounts that it
may receive to such other party promptly upon receipt.


Section 3.03.  Further Assurances.


The Assignor and the Assignee hereby agree to execute
and deliver such other instruments, and take such other actions, as either
party may reasonably request in connection with the transactions contemplated
by this Agreement.


ARTICLE IV

CONDITIONS PRECEDENT


Section 4.01.  Conditions Precedent.


The effectiveness of the sale, assignment and transfer
contemplated hereby is subject to the satisfaction of each of the following
conditions precedent:


(a)           the execution and delivery of this Agreement by the Assignor
and the Assignee;


(b)           the receipt by the Assignor of the payment required to be
made by the Assignee under Section 3.01 hereof; and


(c)           the acknowledgment and consent by the Agent contemplated
by Section 2.03 hereof.


ARTICLE V


REPRESENTATIONS
AND WARRANTIES


Section 5.01.  Representations and Warranties of the
Assignor.


The Assignor represents and warrants to the Assignee
as follows:


(a)           it has all requisite power and authority, and has taken
all action necessary to execute and deliver this Agreement and to fulfill its
obligations under, and consummate the transactions contemplated by, this
Agreement;


(b)           the execution, delivery and compliance with the terms
hereof by Assignor and the delivery of all instruments required to be delivered
by it hereunder do not and will not violate any Governmental Requirement
applicable to it;



 C-3
 






 



(c)           this Agreement has been duly executed and delivered by it
and constitutes the legal, valid and binding obligation of the Assignor,
enforceable against it in accordance with its terms;


(d)           all approvals and authorizations of, all filings with and
all actions by any Governmental Authority necessary for the validity or
enforceability of its obligations under this Agreement have been obtained;


(e)           the Assignor has good title to, and is the sole legal and
beneficial owner of, the Assigned Interest, free and clear of all Liens,
claims, participations or other charges of any nature               whatsoever; and


(f)            the transactions contemplated by this Agreement are
commercial banking transactions entered into in the ordinary course of the
banking business of the Assignor.


Section 5.02.  Disclaimer.


Except as expressly provided in Section 5.01
hereof, the Assignor does not make any representation or warranty, nor shall it
have any responsibility to the Assignee, with respect to the accuracy of any
recitals, statements, representations or warranties contained in the Credit
Agreement or in any certificate or other document referred to or provided for
in, or received by any Lender under, the Credit Agreement, or for the value,
validity, effectiveness, genuineness, execution, effectiveness, legality,
enforceability or sufficiency of the Credit Agreement or any other document
referred to or provided for therein or for any failure by the Borrower or any
other Person (other than Assignor) to perform any of its obligations thereunder
prior or for the existence, value, perfection or priority of any collateral
security or the financial or other condition of the Borrower or the
Subsidiaries of the Borrower [or any other obligor or
guarantor], or any other matter relating to the Credit Agreement or
any other Loan Document or any extension of credit thereunder.


Section 5.03.  Representations and Warranties of the
Assignee.


The Assignee represents and warrants to the Assignor
as follows:


(a)           it has all requisite power and authority, and has taken
all action necessary to execute and deliver this Agreement and to fulfill its
obligations under, and consummate the transactions contemplated by, this
Agreement;


(b)           the execution, delivery and compliance with the terms
hereof by Assignee and the delivery of all instruments required to be delivered
by it hereunder do not and will not violate any Governmental Requirement
applicable to it;


(c)           this Agreement has been duly executed and delivered by it
and constitutes the legal, valid and binding obligation of the Assignee,
enforceable against it in accordance with its terms;



 C-4
 






 



(d)           all approvals and authorizations of, all filings with and
all actions by any Governmental Authority necessary for the validity or
enforceability of its obligations under this Agreement have been obtained;


(e)           the Assignee has fully reviewed the terms of the Credit
Agreement and the other Loan Documents and has independently and without
reliance upon the Assignor, and based on such information as the Assignee has
deemed appropriate, made its own credit analysis and decision to enter into
this Agreement;


(f)            the
Assignee hereby affirms that the representations contained in Section 4.06(d)
of the Credit Agreement, if applicable, are true and accurate as to it and the
Assignee has contemporaneously herewith delivered to the Agent and the Borrower
such certifications as are required thereby to avoid the withholding taxes
referred to in Section 4.06(d); and


(g)           the transactions contemplated by this Agreement are
commercial banking transactions entered into in the ordinary course of the
banking business of the Assignee.


ARTICLE VI

MISCELLANEOUS


Section 6.01.  Notices.


All notices and other communications provided for
herein (including, without limitation, any modifications of, or waivers,
requests or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telex or telecopy) to the intended recipient
at its “Address for Notices”
specified below its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice to the
other party.


Section 6.02.  Amendment, Modification or Waiver.


No provision of this Agreement may be amended,
modified or waived except by an instrument in writing signed by the Assignor
and the Assignee, and consented to by the Agent.


Section 6.03.  Successors and Assigns.


This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.  The representations and
warranties made herein by the Assignee are also made for the benefit of the
Agent and the Borrower, and the Assignee agrees that the Agent and the Borrower
are entitled to rely upon such representations and warranties.


Section 6.04.  Assignments.


Neither party hereto may assign any of its rights or
obligations hereunder except in accordance with the terms of the Credit
Agreement.



 C-5
 






 



Section 6.05.  Captions.


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


Section 6.06.  Counterparts.


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


Section 6.07.  Governing Law.


This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.


Section 6.08.  Expenses.


To the extent not paid by the Borrower pursuant to the
terms of the Credit Agreement, each party hereto shall bear its own expenses in
connection with the execution, delivery and performance of this Agreement.


Section 6.09.  Waiver of Jury Trial.


EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



 C-6
 






 



IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed and delivered as of the date first above written.


	
   

  	
  ASSIGNOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopier No.:

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopier No.:

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
						



 



 C-7
 






 



 


	
  ACKNOWLEDGED AND CONSENTED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ,

  	
   

  	
   

  
	
  as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 



 C-8














 


EXHIBIT D-1



RESTRICTED SUBSIDIARIES AS OF THE DATE HEREOF


1.               MainLine
Sub LLC, a Delaware limited liability company.


2.               Buckeye
GP, LLC, a Delaware limited liability company.


3.               MainLine
GP, Inc., a Delaware corporation.


4.               MainLine
L.P., a Delaware limited partnership.



 D-1
 






 



EXHIBIT D-2



UNRESTRICTED SUBSIDIARIES AS OF THE DATE HEREOF


1.               Buckeye
Partners, L.P., a Delaware limited partnership.


2.               Laurel
Pipe Line Company, L.P., a Delaware limited partnership.


3.               Buckeye
Pipe Line Company, L.P., a Delaware limited partnership.


4.               Buckeye
Pipe Line Holdings, L.P., a Delaware limited partnership.


5.               Everglades
Pipe Line Company, L.P., a Delaware limited partnership.


6.               Wood
River Pipe Lines, LLC, a Delaware limited liability company.


7.               Buckeye
Pipe Line Transportation LLC, a Delaware limited liability company.


8.               Buckeye
Gulf Coast Holdings I, LLC, a Delaware limited liability company.


9.               Buckeye
Gulf Coast Holdings II, LLC, a Delaware limited liability company.


10.         Norco
Pipe Line Company, LLC, a Delaware limited liability company.


11.         Buckeye
Terminals, LLC, a Delaware limited liability company.


12.         Wespac
Pipelines-Reno, LLC, a Nevada limited liability company.


13.         Wespac
Pipelines-San Jose, LLC, a Nevada limited liability company.


14.         Wespac
Pipelines-Memphis, LLC, a Nevada limited liability company.


15.         Wespac
Pipelines-Austin, LLC, a Nevada limited liability company.


16.         West
Shore Pipe Line Company, a Delaware corporation.


17.         West
Texas LPG Pipe Line LP, a Texas limited partnership.


18.         Ferrysburg
Terminal, LLC, a Delaware limited liability company.


19.         Buckeye
Gulf Coast Pipe Lines, L.P., a Delaware limited partnership.


20.         Buckeye
Texas Pipe Line Company, L.P., a Delaware limited partnership.


21.         Gulf
Coast/Products GP Holding LLC, a Delaware limited liability company.



 D-2
 






 



22.         Gulf
Coast/Products GP Holding LP, a Delaware limited partnership.


23.         Gulf
Coast Pipe Line, L.P., a Delaware limited partnership.


24.         Buckeye
Products Pipe Line, L.P., a Delaware limited partnership.


25.         Buckeye
NGL Pipe Lines LLC, a Delaware limited liability company.


26.         Muskegon
Pipeline LLC, a Delaware limited liability company.



 D-3














 


EXHIBIT E


FORM OF GUARANTY


THIS GUARANTY, dated as of                         
    , 20      , by [NAME OF
GUARANTOR] (the “Guarantor”), is in favor of
SUNTRUST BANK, as agent (the “Agent”) for
the lenders (the “Lenders”) that are or become
parties to the Credit Agreement defined below.


W I T N E S S E T H:


WHEREAS, BUCKEYE GP HOLDINGS L.P., a Delaware limited
partnership (the “Borrower”), the Agent and the
Lenders have entered into that certain Credit Agreement dated as of August     ,
2006 (as the same has been and may hereafter be amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”);
and


WHEREAS, one of the terms and conditions stated in the
Credit Agreement for the making of the loans described therein is the execution
and delivery to the Agent for the benefit of the Lenders of this Guaranty;


NOW, THEREFORE, (i) in order to comply with the
terms and conditions of the Credit Agreement, (ii) to induce the Lenders,
at any time or from time to time, to loan monies, with or without security to
or for the account of Borrower in accordance with the terms of the Credit
Agreement, (iii) at the special insistence and request of the Lenders, and
(iv) for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Guarantor hereby agrees as
follows:


ARTICLE I

GENERAL TERMS


Section 1.01.  Certain Definitions.


As used in this Guaranty, the following terms shall
have the following meanings, unless the context otherwise requires:


“Agent”
shall have the meaning assigned such term in the preamble to this Guaranty.


“Borrower”
shall have the meaning assigned such term in the preamble to this Guaranty.


“Contribution
Obligation” shall mean an amount equal, at any time and from
time to time and for each respective Subsidiary Guarantor, to the product of
(i) its Contribution Percentage times (ii) the sum of all payments made
previous to or at the time of calculation by all Subsidiary Guarantors in
respect of the Liabilities, as a Subsidiary Guarantor (less the amount of any
such payments previously returned to any Subsidiary Guarantor by operation of
law or otherwise, but not including payments received by any Subsidiary
Guarantor by way of its rights of subrogation and



 F-1
 






 



contribution under
Section 2.09 of the other Guaranty), provided, however,
such Contribution Obligation for any Subsidiary Guarantor shall in no event
exceed such Subsidiary Guarantor’s Maximum Guaranteed Amount, as defined in the
respective Guaranty of such Subsidiary Guarantor.


“Contribution
Percentage” shall mean for any Subsidiary Guarantor for any
applicable date as of which such percentage is being determined, an amount
equal to the quotient of (i) the Net Worth of such Subsidiary Guarantor as of
such date, divided by (ii) the sum of the Net Worth of all the Subsidiary
Guarantors as of such date.


“Credit
Agreement” shall have the meaning assigned such term in the
preamble to this Guaranty.


“Guarantor”
shall have the meaning assigned such term in the preamble to this Guaranty.


“Guarantor
Claims” shall have the meaning indicated in Section 4.01
hereof.


“Guaranty”
shall mean this Guaranty, and where the context indicates, the Guaranty of any
other Subsidiary Guarantor, as the same may from time to time be amended,
supplemented, or otherwise modified.


“Lenders”
shall have the meaning assigned such term in the preamble to this Guaranty.


“Liabilities”
shall mean (a) any and all indebtedness, obligations and liabilities of
the Borrower pursuant to the Credit Agreement and the other Loan Documents, including
without limitation, (i) all amounts due for unpaid principal, interest,
fees, expenses and reimbursement and indemnification obligations under the
Credit Agreement and the other Loan Documents, including without limitation,
interest accruing subsequent to the filing of a petition or other action
concerning bankruptcy or other similar proceeding (whether or not such interest
may be allowed in such proceeding), (ii) reimbursement of all payments
made under any and all Letters of Credit, and (iii) any additional Loans or
other extensions of credit made under the Loan Documents by the Lenders to the
Borrower; and (b) all renewals, rearrangements, substitutions, increases,
extensions for any period, amendments or supplements in whole or in part of the
Credit Agreement or any other Loan Documents.


“Maximum
Guaranteed Amount” shall mean, for the Guarantor, the greater of
(i) the “reasonably equivalent value” or “fair consideration” (or equivalent
concept) received by the Guarantor in exchange for the obligation incurred
hereunder, within the meaning of any applicable state or federal fraudulent
conveyance or transfer laws; or (ii) the lesser of (a) the maximum amount that
will not render the Guarantor insolvent, or (b) the maximum amount that will
not leave the Guarantor with any property deemed an unreasonably small
capital.  Clauses (a) and (b) are and
shall be determined pursuant to and as of the appropriate date mandated by such
applicable state or federal fraudulent conveyance or transfer laws and to the extent
allowed by law take into account the rights



 F-2
 






 



to contribution and subrogation
under Section 2.08 in each Guaranty so as to provide for the largest
Maximum Guaranteed Amount possible.


“Net
Payments” shall mean an amount equal, at any time and from time
to time and for each respective Subsidiary Guarantor, to the difference of
(i) the sum of all payments made previous to or at the time of calculation
by such Subsidiary Guarantor in respect to the Liabilities, as a Subsidiary
Guarantor, and in respect of its obligations contained in this Guaranty, less
(ii) the sum of all such payments previously returned to such Subsidiary
Guarantor by operation of law or otherwise and including payments received by
such Subsidiary Guarantor by way of its rights of subrogation and contribution
under Section 2.08 of the other Guaranty.


“Net
Worth” shall mean for any Subsidiary Guarantor, calculated on
and as of any applicable date on which such amount is being determined, the
difference between (i) the sum of all such Subsidiary Guarantor’s property, at
a fair valuation and as of such date, minus (ii) the sum of all such Subsidiary
Guarantor’s debts, at a fair valuation and as of such date, excluding the
Liabilities.


“Subsidiary
Guarantors” shall mean the Guarantor and any other Restricted
Subsidiary of the Borrower which executes a guaranty securing the Liabilities.


Section 1.02.  Credit Agreement Definitions.


Unless otherwise defined herein, all terms beginning
with a capital letter which are defined in the Credit Agreement shall have the
same meanings herein as therein.


ARTICLE II

THE GUARANTY


Section 2.01.  Liabilities Guaranteed.


Guarantor hereby irrevocably and unconditionally
guarantees in favor of the Agent for the benefit of the Lenders the prompt
payment of the Liabilities when due, whether at maturity or otherwise, provided, however, that, notwithstanding anything herein or
in any other Loan Document to the contrary, the maximum liability of Guarantor
hereunder shall in no event exceed the Maximum Guaranteed Amount.


Section 2.02.  Nature of Guaranty.


This Guaranty is an absolute, irrevocable, completed
and continuing guaranty of payment and not a guaranty of collection, and no
notice of the Liabilities or any extension of credit already or hereafter
contracted by or extended to Borrower need be given to Guarantor.  This Guaranty may not be revoked by Guarantor
and shall continue to be effective with respect to debt under the Liabilities
arising or created after any attempted revocation by Guarantor and shall remain
in full force and effect until the Liabilities are paid in full and the
Commitments are terminated, notwithstanding that from time to time prior
thereto no Liabilities may be outstanding. 
The Borrower and the Lenders may modify, alter, rearrange, extend for
any period and/or renew from time to time, the Liabilities, and the Lenders may
waive any Default or Event



 F-3
 






 



of Default without notice
to the Guarantor and in such event Guarantor will remain fully bound hereunder
on the Liabilities.  This Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of the Liabilities is rescinded or must otherwise be returned by
any of the Lenders upon the insolvency, bankruptcy or reorganization of
Borrower or otherwise, all as though such payment had not been made.  This Guaranty may be enforced by the Agent
and any subsequent holder of any of the Liabilities and shall not be discharged
by the assignment or negotiation of all or part of the Liabilities.  Except as otherwise expressly provided
herein, Guarantor hereby expressly waives presentment, demand, notice of
non-payment, protest and notice of protest and dishonor, notice of Default or
Event of Default, notice of intent to accelerate the maturity and notice of
acceleration of the maturity and any other notice in connection with the
Liabilities, and also notice of acceptance of this Guaranty, acceptance on the
part of the Lenders being conclusively presumed by the Lenders’ request for
this Guaranty and delivery of the same to the Agent.


Section 2.03.  Guarantor’s Waivers.


Guarantor waives any right to require any of the
Lenders to (i) proceed against Borrower or any other person liable on the
Liabilities, (ii) enforce any of their rights against any other guarantor
of the Liabilities, (iii) proceed or enforce any of their
rights against or exhaust any security given to secure the Liabilities,
(iv) have Borrower joined with Guarantor in any suit arising out of this
Guaranty and/or the Liabilities, or (v) pursue any other remedy in the
Lenders’ powers whatsoever.  The Lenders
shall not be required to mitigate damages or take any action to reduce, collect
or enforce the Liabilities.  Guarantor
waives any defense arising by reason of any disability, lack of corporate
authority or power, or other defense of Borrower or any other guarantor of the
Liabilities, and shall remain liable hereon regardless of whether Borrower or
any other guarantor be found not liable thereon for any reason.  Whether and when to exercise any of the
remedies of the Lenders under any of the Loan Documents shall be in the sole
and absolute discretion of the Agent, and no delay by the Agent in enforcing
any remedy, including delay in conducting a foreclosure sale, shall be a
defense to the Guarantor’s liability under this Guaranty.


Section 2.04.  Maturity of Liabilities; Payment.


Guarantor agrees that if the maturity of any of the
Liabilities is accelerated by bankruptcy or otherwise, such maturity shall also
be deemed accelerated for the purpose of this Guaranty without demand or notice
to Guarantor.  Guarantor will, forthwith
upon notice from the Agent, pay to the Agent the amount due and unpaid by
Borrower and guaranteed hereby.  The failure
of the Agent to give this notice shall not in any way release Guarantor hereunder.


Section 2.05.  Agent’s Expenses.


If Guarantor fails to pay the Liabilities after notice
from the Agent of Borrower’s failure to pay any Liabilities at maturity, and if
the Agent obtains the services of an attorney for collection of amounts owing
by Guarantor hereunder, or obtaining advice of counsel in respect of any of
their rights under this Guaranty, or if suit is filed to enforce this Guaranty,
or if proceedings are had in any bankruptcy, probate, receivership or other
judicial proceedings for the establishment or collection of any amount owing by
Guarantor hereunder, or if any amount



 F-4
 






 



owing by Guarantor
hereunder is collected through such proceedings, Guarantor agrees to pay to the
Agent the Agent’s reasonable attorneys’ fees.


Section 2.06.  Liability.


It is expressly agreed that the liability of the
Guarantor for the payment of the Liabilities guaranteed hereby shall be primary
and not secondary.


Section 2.07.  Events and Circumstances Not Reducing or
Discharging Guarantor’s Obligations.


Guarantor hereby consents and agrees to each of the
following to the fullest extent permitted by law, and agrees that Guarantor’s
obligations under this Guaranty shall not be released, diminished, impaired,
reduced or adversely affected by any of the following, and waives any rights
(including without limitation rights to notice) which Guarantor might otherwise
have as a result of or in connection with any of the following:


(a)           Modifications, etc.  Any renewal, extension,
modification, increase, decrease, alteration or rearrangement of all or any
part of the Liabilities or the Credit Agreement or any instrument executed in
connection therewith, or any contract or understanding between Borrower and any
of the Lenders, or any other Person, pertaining to the Liabilities;


(b)           Adjustment, etc.  Any adjustment, indulgence,
forbearance or compromise that might be granted or given by any of the Lenders
to Borrower or Guarantor or any Person liable on the Liabilities;


(c)           Condition of Borrower or
Guarantor.  The insolvency,
bankruptcy arrangement, adjustment, composition, liquidation, disability,
dissolution, death or lack of power of Borrower or Guarantor or any other
Person at any time liable for the payment of all or part of the Liabilities; or
any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any
or all of the assets of Borrower or Guarantor, or any changes in the
shareholders, partners, or members of Borrower or Guarantor;
or any reorganization of Borrower or Guarantor;


(d)           Invalidity of Liabilities.  The invalidity, illegality or
unenforceability of all or any part of the Liabilities, or any document or
agreement executed in connection with the Liabilities, for any reason
whatsoever, including without limitation the fact that the Liabilities, or any
part thereof, exceed the amount permitted by law, the act of creating the
Liabilities or any part thereof is ultra vires, the officers or representatives
executing the documents or otherwise creating the Liabilities acted in excess
of their authority, the Liabilities violate applicable usury laws, the Borrower
has valid defenses, claims or offsets (whether at law, in equity or by
agreement) which render the Liabilities wholly or partially uncollectible from
Borrower, the creation, performance or repayment of the Liabilities (or the
execution, delivery and performance of any document or instrument representing
part of the Liabilities or executed in connection with the Liabilities, or
given to secure the repayment of the Liabilities) is illegal, uncollectible,
legally impossible or



 F-5
 






 



unenforceable,
or the Credit Agreement or other documents or instruments pertaining to the
Liabilities have been forged or otherwise are irregular or not genuine or
authentic;


(e)           Release of Obligors.  Any full or partial release of the
liability of Borrower on the Liabilities or any part thereof, of any
co-guarantors, or any other Person now or hereafter liable, whether directly or
indirectly, jointly, severally, or jointly and severally, to pay, perform,
guarantee or assure the payment of the Liabilities or any part thereof, it
being recognized, acknowledged and agreed by Guarantor that Guarantor may be
required to pay the Liabilities in full without assistance or support of any
other Person, and Guarantor has not been induced to enter into this Guaranty on
the basis of a contemplation, belief, understanding or agreement that other
parties other than the Borrower will be liable to perform the Liabilities, or
the Lenders will look to other parties to perform the Liabilities.


(f)            Other Security.  The taking or accepting of any
other security, collateral or guaranty, or other assurance of payment, for all
or any part of the Liabilities;


(g)           Release of Collateral,
etc.  Any release, surrender,
exchange, subordination, deterioration, waste, loss or impairment (including
without limitation negligent, willful, unreasonable or unjustifiable
impairment) of any collateral, property or security, at any time existing in
connection with, or assuring or securing payment of, all or any part of the
Liabilities;


(h)           Care and Diligence.  The failure of the Lenders or any
other Person to exercise diligence or reasonable care in the preservation,
protection, enforcement, sale or other handling or treatment of all or any part
of such collateral, property or security;


(i)            Status of Liens.  The fact that any collateral,
security, security interest or lien contemplated or intended to be given,
created or granted as security for the repayment of the Liabilities shall not
be properly perfected or created, or shall prove to be unenforceable or
subordinate to any other security interest or lien, it being recognized and
agreed by Guarantor that Guarantor is not entering into this Guaranty in
reliance on, or in contemplation of the benefits of, the validity, enforceability,
collectibility or value of any of the collateral for the Liabilities;


(j)            Payments Rescinded.  Any payment by Borrower to the
Lenders is held to constitute a preference under the bankruptcy laws, or for
any reason the Lenders are required to refund such payment or pay such amount
to Borrower or someone else; or


(k)           Other Actions Taken or
Omitted.  Any other action
taken or omitted to be taken with respect to the Credit Agreement, the
Liabilities, or the security and collateral therefor, whether or not such
action or omission prejudices Guarantor or increases the likelihood that
Guarantor will be required to pay the Liabilities pursuant to the terms hereof;
it being the unambiguous and unequivocal intention of Guarantor that Guarantor
shall be obligated to pay the Liabilities when due, notwithstanding any
occurrence, circumstance, event, action, or omission whatsoever, whether
contemplated or



 F-6














 


uncontemplated,
and whether or not otherwise or particularly described herein, except for the
full and final payment and satisfaction of the Liabilities.


Section 2.08.  Right of Subrogation and Contribution.


If Guarantor makes a payment in respect of the Liabilities,
it shall be subrogated to the rights of the Lenders against the Borrower with
respect to such payment and shall have the rights of contribution against the
other Subsidiary Guarantors set forth in Section 2.08 of the Subsidiary
Guarantors’ Guaranty; provided that
Guarantor shall not enforce its rights to any payment by way of subrogation or
by exercising its rights of contribution or reimbursement or the right to
participate in any security now or hereafter held by or for the benefit of the
Lenders until the Liabilities have been paid in full.  The Guarantor agrees that after all the
Liabilities have been paid in full that if its then current Net Payments are
less than the amount of its then current Contribution Obligation, Guarantor
shall pay to the other Subsidiary Guarantors an amount (together with any
payments required of the other Subsidiary Guarantors by Section 2.08 of
each other Guaranty) such that the Net Payments made by all Subsidiary
Guarantors in respect of the Liabilities shall be shared among all of the
Subsidiary Guarantors in proportion to their respective Contribution
Percentage.


ARTICLE III

REPRESENTATIONS AND WARRANTIES


Section 3.01.  By Guarantor.


In order to induce the Lenders to accept this
Guaranty, Guarantor represents and warrants to the Lenders (which
representations and warranties will survive the creation of the Liabilities and
any extension of credit thereunder) that:


(a)           Benefit to Guarantor.  Guarantor’s guaranty pursuant to
this Guaranty reasonably may be expected to benefit, directly or indirectly,
Guarantor.


(b)           Existence.  Guarantor is a [type of entity] duly organized, legally existing and in
good standing under the laws of [jurisdiction of
organization] and is duly qualified in all jurisdictions wherein the
property owned or the business transacted by it makes such qualification
necessary, except where the failure to be so qualified would not have a Material Adverse Effect.


(c)           Partnership Power and
Authorization.  Guarantor is
duly authorized and empowered to execute, deliver and perform this Guaranty and
all action on Guarantor’s part requisite for the due execution, delivery and
performance of this Guaranty has been duly and effectively taken.


(d)           Binding Obligations.  This Guaranty constitutes valid
and binding obligations of Guarantor,
enforceable in accordance with its terms (except that enforcement may be
subject to any applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, or similar laws generally affecting the enforcement of creditors’
rights).



 F-7
 






 



(e)           No Legal Bar or Resultant
Lien.  This Guaranty will not
violate any provisions of Guarantor’s organizational documents and agreements,
or any contract, agreement, law, regulation, order, injunction, judgment,
decree or writ to which Guarantor is subject, or result in the creation or
imposition of any Lien upon any Properties of Guarantor.


(f)            No Consent.  Guarantor’s execution, delivery
and performance of this Guaranty does not require the consent or approval of
any other Person, including without limitation any regulatory authority or
governmental body of the United States or any state thereof or any political
subdivision of the United States or any state thereof, except for those
consents and approvals, if any, that have already been obtained.


(g)           Solvency.  The Guarantor hereby represents
that (i) it is not insolvent as of the date hereof and will not be
rendered insolvent as a result of this Guaranty, (ii) it is not
engaged in business or a transaction, or about
to engage in a business or a transaction, for which any property or assets
remaining with such Guarantor is unreasonably small capital, and (iii) it
does not intend to incur, or believe it will incur, debts that will be beyond
its ability to pay as such debts mature.


Section 3.02.  No Representation by Lenders.


Neither the Lenders nor any other Person has made any
representation, warranty or statement to the Guarantor in order to induce the
Guarantor to execute this Guaranty.


ARTICLE IV

SUBORDINATION OF INDEBTEDNESS


Section 4.01.  Subordination of All Guarantor Claims.


As used herein, the term “Guarantor
Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether
such debts and liabilities now exist or are hereafter incurred or arise, or
whether the obligation of Borrower thereon be direct, contingent, primary,
secondary, several, joint and several, or otherwise, and irrespective of
whether such debts or liabilities be evidenced by note, contract, open account,
or otherwise, and irrespective of the person or persons in whose favor such
debts or liabilities may, at their inception, have been, or may hereafter be
created, or the manner in which they have been or may hereafter be acquired by
Guarantor.  The Guarantor Claims shall
include without limitation all rights and claims of Guarantor against Borrower
arising as a result of subrogation or otherwise as a result of Guarantor’s
payment of all or a portion of the Liabilities. 
Until the Liabilities shall be paid and satisfied in full and Guarantor
shall have performed all of its obligations hereunder, except as otherwise not
prohibited by the Credit Agreement, Guarantor shall not receive or collect,
directly or indirectly, from Borrower or any other party any amount upon the
Guarantor Claims.


Section 4.02.  Claims in Bankruptcy.


In the event of receivership, bankruptcy,
reorganization, arrangement, debtor’s relief, or other insolvency proceedings
involving Borrower as debtor, the Lenders shall have the right to prove their
claim in any proceeding, so as to establish its rights hereunder and receive
directly 



 F-8
 






 



from the receiver,
trustee or other court custodian, dividends and payments which would otherwise
be payable upon Guarantor Claims. 
Guarantor hereby assigns such dividends and payments to the Lenders.  Should the Agent or any Lender receive, for
application upon the Liabilities, any such dividend or payment which is
otherwise payable to Guarantor, and which, as between Borrower and Guarantor,
shall constitute a credit upon the Guarantor Claims, then upon payment in full
of the Liabilities, Guarantor shall become subrogated to the rights of the
Lenders to the extent that such payments to the Lenders on the Guarantor Claims
have contributed toward the liquidation of the Liabilities, and such
subrogation shall be with respect to that proportion of the Liabilities which
would have been unpaid if the Agent or a Lender had not received dividends or
payments upon the Guarantor Claims.


Section 4.03.  Payments Held in Trust.


In the event that notwithstanding Sections 4.01
and 4.02 above, Guarantor should receive any funds, payments, claims or
distributions which is prohibited by such Sections, Guarantor agrees to hold in
trust for the Lenders an amount equal to the amount of all funds, payments,
claims or distributions so received, and agrees that it shall have absolutely
no dominion over the amount of such funds, payments, claims or distributions
except to pay them promptly to the Agent, and Guarantor covenants promptly to
pay the same to the Agent.


Section 4.04.  Liens Subordinate.


Guarantor agrees that any liens, security interests,
judgment liens, charges or other encumbrances upon Borrower’s assets securing
payment of the Guarantor Claims shall be and remain inferior and subordinate to
any liens, security interests, judgment liens, charges or other encumbrances
upon Borrower’s assets securing payment of the Liabilities, regardless of
whether such encumbrances in favor of Guarantor, the Agent or the Lenders
presently exist or are hereafter created or attach.  Without the prior written consent of the
Lenders, Guarantor shall not (a) exercise or enforce any creditor’s right
it may have against the Borrower, or (b) foreclose, repossess, sequester
or otherwise take steps or institute any action or proceeding (judicial or
otherwise, including without limitation the commencement of or joinder in any
liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency
proceeding) to enforce any lien, mortgages, deeds of trust, security interest,
collateral rights, judgments or other encumbrances on assets of Borrower held
by Guarantor.


Section 4.05.  Notation of Records.


All promissory notes, accounts receivable ledgers or
other evidence of the Guarantor Claims accepted by or held by Guarantor shall
contain a specific written notice thereon that the indebtedness evidenced
thereby is subordinated under the terms of this Guaranty.


ARTICLE V

MISCELLANEOUS


Section 5.01.  Successors and Assigns.


This Guaranty is and shall be in every particular
available to the successors and assigns of the Lenders and is and shall always
be fully binding upon the legal representatives, heirs, 



 F-9
 






 



successors and assigns of
Guarantor, notwithstanding that some or all of the monies, the repayment of
which this Guaranty applies, may be actually advanced after any bankruptcy,
receivership, reorganization, death, disability or other event affecting
Guarantor.


Section 5.02.  Notices.


Any notice or demand to Guarantor under or in
connection with this Guaranty may be given and shall conclusively be deemed and
considered to have been given and received in accordance with
Section 12.02 of the Credit Agreement, addressed to Guarantor at the
address on the signature page hereof or at such other address provided to the
Agent in writing.


Section 5.03.  Business and Financial Information.


The Guarantor will promptly furnish to the Agent and
the Lenders from time to time upon request such information regarding the
business and affairs and financial condition of the Guarantor and its
subsidiaries as the Agent and the Lenders may reasonably request.


Section 5.04.  Construction.


(a)   This
Guaranty is a contract made under and shall be construed in accordance with and
governed by the law of the State of New York.


(b)   Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the United States courts located
within the Southern district in the State of New York, and any state court of
the State of New York located in New York, New York and any appellate court
from any thereof, in any action or proceeding arising out of or relating to
this Agreement, any other Loan Document or the transactions contemplated
hereby, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
New York state court or, to the extent permitted by applicable law, such
Federal court.  Each Guarantor agrees that
a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.  Nothing in this
Agreement shall affect any right that the Administrative Agent, the Issuing
Bank or any Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement against any Guarantor or its properties in the
courts of any jurisdiction.


(c)   Each
Guarantor irrevocably and unconditionally waives any objection which it
may now or hereafter have to the laying of venue of any such suit, action
or proceeding described in paragraph (b) of this Section and brought in
any court referred to in paragraph (b) of this Section.  Each party hereto irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.



 F-10
 






 



Section 5.05.  Invalidity.


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


Section 5.06.  Entire Agreement.


THIS WRITTEN GUARANTY EMBODIES THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN THE AGENT, THE LENDERS AND THE GUARANTOR AND
SUPERSEDES ALL OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES
RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF.  THIS WRITTEN GUARANTY REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.



 F-11
 






 



WITNESS THE EXECUTION HEREOF, as of the date first
above written.


	
   

  	
  [NAME OF GUARANTOR]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


[NOTARY IF REQUIRED]


 



 F-12














 


Schedule
7.02

Liabilities


See Schedules  9.01
and 9.02









 



Schedule
7.03

Litigation


None.









 



Schedule
7.10

Titles


None.









 



Schedule
7.14

Subsidiaries and Partnerships


5.               MainLine
Sub LLC, a Delaware limited liability company.


6.               Buckeye
GP, LLC, a Delaware limited liability company.


7.               MainLine
GP, Inc., a Delaware corporation.


8.               MainLine
L.P., a Delaware limited partnership.









 



Schedule 7.22

Structure and Ownership of Restricted Subsidiaries


	
  Name of
  Entity

  	
   

  	
  Owning Entities

  	
   

  	
  Ownership Interest

  
	
  MainLine Sub LLC

  	
   

  	
  Buckeye GP Holdings L.P.

  	
   

  	
  100% Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buckeye GP, LLC

  	
   

  	
  MainLine Sub LLC

  	
   

  	
  100% Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MainLine GP, Inc.

  	
   

  	
  Buckeye GP, LLC

  	
   

  	
  100% Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MainLine L.P.

  	
   

  	
  Buckeye GP, LLC

  MainLine GP, Inc.

  	
   

  	
  Limited Partner.

  General Partner

  



 









 



Schedule
9.01

Existing Debt


1.               Debt under that certain Credit and Guaranty
Agreement, dated as of December 17, 2004, by and
among MainLine L.P. and MainLine Sub LLC, the lenders from time to time parties
thereto and Goldman Sachs Credit Partners, L.P., as Administrative Agent, as
amended or modified prior to the date hereof (the “Existing Credit Agreement”),
which Debt shall be paid in full upon the completion of the equity offering by
Borrower in all material respects consistent with the terms set forth in the
Registration Statement .









 



Schedule 9.02

Existing Liens


1.               Any Lien in connection with the Existing Credit
Agreement, which Lien shall be terminated upon the completion of the equity
offering by Borrower in all material respects consistent with the terms set
forth in the Registration Statement.









 



Schedule 9.03

Investments, Loans and Advances


None.