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