Common use of Effectiveness of Amendment Clause in Contracts

Effectiveness of Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that: (a) the amendment being made by Sections 4 and 7 of this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreement.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner the rights shall become effective as of the Lenders hereunder, it is understood and agreed thatdate hereof (the “Amendment Effective Date”) upon satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from Holdings, the amendment being made by Sections 4 Company and 7 each Lender party to the Existing Third Amended and Restated Revolving Credit Agreement a counterpart of this Amendment shall not become effectiveAmendment, and the Borrower shall have no rights under signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment with respect to Sections 4 and 7, until the Amendment); (b) The Administrative Agent shall have received a final executed copy of (i) reimbursement the Acquisition Agreement Amendment, which shall be in form and substance reasonably satisfactory to the Arrangers, and (ii) the Amendment No. 1 to the Bridge Credit Agreement dated as of the date hereof among the parties thereto; (c) The Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date and signed on behalf of the Company by a Responsible Officer or payment a Financial Officer of its costs the Company, confirming (i) that all representations and expenses incurred warranties set forth in connection with this Amendment and the preparation, execution other Loan Documents as amended by this Amendment are true and delivery correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, except that (A) to the extent that any such representation or warranty is stated to relate solely to an earlier date, such certificate shall confirm that such representation or warranty is true and correct in all material respects as of such earlier date and (B) with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, such certificate shall confirm that such representation or warranty is true and correct in all respects; and (ii) no Default or Event of Default exists and is continuing on the Amendment Effective Date after giving effect to this Amendment; (d) The Lenders, the Administrative Agent, and the Arrangers shall have received all fees and expenses required to be paid by the applicable Loan Parties (including, without limitation, the reasonable fees and documented out-of-pocket expenses fees, charges and disbursements of outside ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for to the Administrative Agent with respect thereto, and Agent) for which invoices have been presented to the Company at least 3 Business Days prior to the Amendment Effective Date (ii) executed counterparts of this Amendment from or such later date as the Borrower, the Guarantors and the Required Lenders;Company shall permit in its reasonable discretion); and (be) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the The Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel an amendment fee for the Administrative Agent with respect thereto, and (y) executed counterparts account of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that each Lender party hereto in the case an amount equal to 0.10% of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement Lender’s Commitment as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit AgreementDate.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner shall become effective on the rights First Amendment Effective Date, which shall be the date on which each of the Lenders hereunder, it following conditions is understood and agreed thatsatisfied: (a) the amendment being made by Sections 4 and 7 Administrative Agent shall have received counterparts of this Amendment shall not become effective, and executed by each of the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until Parties hereto; (b) the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with a proposed updated Annual Operating Budget covering the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Emerald RNG Project with respect thereto, to calendar year 2024 and (ii) executed counterparts of this Amendment from an updated Construction Budget for the BorrowerSapphire RNG Project, for the Guarantors review and approval (not to be unreasonably withheld) by the Required LendersAdministrative Agent (in consultation with the Independent Engineer), in each case, to be reflected in the Base Case Projections attached hereto as Appendix E; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (ivc) the Administrative Agent shall have received (x) reimbursement or evidence of payment of its costs all outstanding legal fees and expenses incurred of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, in its capacity as counsel to the Administrative Agent; and (d) the Administrative Agent shall have received evidence of payment of an amendment fee in the amount of $150,000 (representing an amendment fee of $50,000 per Lender), in connection with the preparationexecution of this Amendment; and (e) the Borrower shall have represented to the Administrative Agent, the Lenders and LC Issuers, and by its execution and delivery of this AmendmentAmendment the Borrower does hereby represent, including, without limitation, the reasonable fees confirm and out-of-pocket expenses of outside counsel for acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment and the performance by the Borrower of the Amended Credit Agreement have been duly authorized by all necessary limited liability company action on the part of the Borrower; (ii) each of this Amendment and the Amended Credit Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with respect theretoits terms, except as enforcement may be limited (x) by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (y) executed counterparts by general principles of this Amendment from the Borrowerequity (regardless of whether such enforceability is considered in a proceeding in equity or at law, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood the representations and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent warranties of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all Article III of the terms Existing Credit Agreement and conditions in each other Loan Document are true and correct on and as of the Credit Agreement First Amendment Effective Date in all material respects (after giving effect only except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects as so qualified) as though made as of the First Amendment Effective Date, except for changes in factual circumstances permitted under the Loan Documents and provided that prior to the amendment initial Borrowing Date for the Sapphire Project, no representation or warranty under Section 3.7, 3.10, 3.11 or 3.12 shall be made by Sections 4 and 7 of this Amendment) shall remain in full force and effectwith respect to the Sapphire Project or Sapphire Project Company, and (iv) no Default or Event of Default that may exist or have has occurred and be is continuing pursuant to under the terms Existing Credit Agreement or any of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreementother Loan Documents.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner the rights shall be effective as of the Lenders hereunderfirst date (the "Amendment No. 8 Effective Date") on which each of the following conditions precedent is satisfied, it in form and substance satisfactory to the Agent, unless satisfaction thereof is understood and agreed thatspecifically waived in writing by the Agent: (a) The Agent has received each of the amendment being made by Sections 4 following (notice of the acceptance of which is hereby waived), each in form and 7 substance satisfactory to the Agent: (i) four (4) copies of this Amendment duly executed and delivered by each Borrower and the Lender; (ii) the fee described in paragraph 4, below; (iii) a Term Note D in the amount of $2,350,000 in the form of Annex A attached hereto and a Term Note E in the amount of $1,000,000 in the form of Annex B attached hereto, each with appropriate insertions and completions; (iv) the Mortgage for the Real Estate comprising the Bluffton Facility (the "Bluffton Real Estate"), duly executed and in proper form for recording; (v) a fully paid mortgagee title insurance policy or, at the option of the Agent, an unconditional commitment for the issuance thereof with all requirements and conditions to the issuance of the final policy deleted or marked satisfied, issued by a title insurance company satisfactory to the Agent, in an amount equal to not less than $2,000,000, insuring that the Mortgage creates a valid first lien on the Bluffton Real Estate described therein, with no survey exceptions and no other exceptions which the Agent shall not become effective, have approved in writing; (vi) such materials and information concerning the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until Bluffton Facility as the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendmentmay require, including, without limitation, (a) a current and accurate survey satisfactory to the reasonable fees Agent of the Bluffton Real Estate, certified to the Agent and out-of-pocket expenses showing the location of outside any flood hazard area thereon, (b) zoning letters as to the zoning status of the Bluffton Real Estate, (c) certificates of occupancy covering the Bluffton Real Estate, (d) owner's affidavits as to such matters relating to the Bluffton Real Estate as the Agent or the issuer of any mortgagee title insurance commitment or policy may request, and (e) a Phase II environmental assessment report disclosing results satisfactory to the Agent; (vii) a signed opinion of Blackwell Sanders Peper Martin ▇▇▇, ▇▇▇▇se▇ ▇▇r the Borrowers and the Guarantors, in form and substance satisfactory to the Agent and of such local counsel for the Administrative Borrowers and the Guarantors as may be required, opining as to such matters in connection with the transactions contemplated by this Amendment as the Agent with respect theretomay reasonably request; (viii) a certificate of the Secretary or Assistant Secretary of each Borrower and each Guarantor, having attached thereto the articles of incorporation, by-laws and shareholders agreements, if any, of such Person (ii) executed counterparts or, if applicable, containing the certification of such Secretary or Assistant Secretary that no amendment or modification of such organizational documents has become effective since the date on which such documents were last delivered to the Agent and the Lender), that all corporate or action, including shareholders' approval, if necessary, has been taken by such Person and its shareholders to authorize the execution, delivery and performance of this Amendment from the Borrower, the Guarantors and the Required Lendersother agreement, instruments and documents contemplated hereby and containing the names and specimen signatures of each of the officers of such Person who is authorized to and will execute and deliver this Amendment and the other agreements, instruments and documents contemplated hereby or, if applicable, to the further effect that the incumbency certificate most recently delivered to the Agent and the Lender remains in effect, unchanged; (ix) such other agreements, certificates, instruments and other documents as the Lender or the Agent may reasonably request in connection with the transactions contemplated hereby. (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effectiveNo action, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohioproceeding, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) investigation, regulation or legislation shall have been consummated and effected instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in accordance with respect of, or which is related to or arises out of the terms Loan Documents or the consummation of such Merger Agreement, the transactions contemplated thereby; (iic) the Borrower Partnership Agreement No event shall have been amended occurred and restated no condition shall exist which is materially adverse, in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye PartnersLender's sole discretion, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein assets, liabilities, businesses, operations, condition (financial or forms thereofotherwise) that are or prospects of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clausesany Borrower; and (cd) until such time as All conditions precedent set forth in this Amendment shall have become effective as provided in paragraph (b) aboveSection 2 are satisfied on or before June 3, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreement2005.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner will become effective on the rights first date (the "Amendment Effective Date") on which each of the Lenders hereunder, it is understood and agreed thatfollowing conditions shall be satisfied: (a) the amendment being made by Sections 4 Administrative Agent (or its counsel) shall have received from (i) each Borrower, (ii) each New Revolving Lender, (iii) existing Lenders (including New Revolving Lenders that are existing Lenders) constituting the Required Lenders and 7 (iv) each Subsidiary of the US Borrower party to the CGA either (A) counterparts of this Amendment shall not become effectivesigned on behalf of such parties or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment; (b) each Credit Party (other than the Foreign Credit Parties organized under the Laws of (i) Chile, (ii) Cayman Islands and (iii) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) shall have no rights under this executed and delivered to the Administrative Agent a reaffirmation agreement ratifying all the Security Documents to which it is a party, each in form and substance reasonably satisfactory to the Administrative Agent; (c) the representations and warranties set forth in Section 5 above shall be true and correct on and as of the Amendment with respect to Sections 4 Effective Date and 7, until the Administrative Agent shall have received a certificate from each Borrower dated the Amendment Effective Date signed by an Authorized Officer of such Borrower certifying (i) reimbursement that the representations and warranties set forth in Section 5 above are true and correct as of the Amendment Effective Date and (ii) that the requirements set forth in this Section 6 have been satisfied as of the Amendment Effective Date; (d) the Administrative Agent shall have received opinions, addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent, from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, (ii) Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP, special Canada counsel to the Credit Parties, (iii) DLA Piper UK LLP, special English counsel to the Credit Parties, (iv) ▇▇▇▇▇ & ▇▇▇▇▇ Luxembourg, special Luxembourg counsel to the Credit Parties, (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Canada counsel to the Credit Parties, (vi) ▇▇▇▇▇▇▇▇ Chance Luxembourg, special Luxembourg counsel to the Administrative Agent, (vii) Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Canada counsel to the Administrative Agent, (viii) ▇▇▇▇▇ & Overy (UK), special English counsel to the Administrative Agent and (ix) local counsel to the Credit Parties in Illinois, Kansas, Louisiana, Utah and Wisconsin in the United States;1 (i) the Administrative Agent shall have received from each Credit Party (other than the Foreign Credit Parties organized under the Laws of (i) Chile, (ii) Cayman Islands and (iii) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) a certificate, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or payment any assistant secretary of its costs such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and expenses incurred the relevant charter documents of such Foreign Credit Party), in substantially the form of Exhibit C of the Existing Credit Agreement with the appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of such Credit Party (the "Organizational Documents") and the resolutions of such Credit Party referred to in such certificate and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent; provided that, in lieu of delivering the Organizational Documents required above, the Borrowers may deliver a certificate of an authorized signatory thereof certifying that the Organizational Documents that were previously delivered to the Administrative Agent in connection with the preparation2012 Amendment and Restatement Agreement (A) are the true and correct copies of such Organizational Documents, (B) there have been no amendments to such Organizational Documents since such delivery and (C) are in full force and effect on the Amendment Effective Date and (ii) all Company and legal proceedings and all instruments and agreements in connection with the Refinancing Transactions shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other 1 To be updated, as necessary. records of Company proceedings and governmental approvals, if any, that the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities; (f) the requirements set forth in Sections 3.09, 3.10, 3.11, 3.12 and 3.13 of the Amended Credit Agreement shall have been satisfied (with all references in such Sections to the "2012 Restatement Effective Date" being deemed to be references to the "Amendment Effective Date") by the prior execution and delivery of this Amendmentthe relevant Security Document or supplement thereof, except to the extent that such execution and delivery is not required to have been effected on or prior to the Amendment Effective Date pursuant to the applicable provisions of Section 6.11 of the Amended Credit Agreement; (g) the Administrative Agent shall have received from the Borrowers, with respect to each Mortgaged Property, (i) such duly executed amendment and other modification to the Mortgage thereon as shall have been reasonably requested by the Administrative Agent, (ii) a date-down or similar endorsement to its Mortgage Policy insuring that the Mortgage remains a first priority lien on the Mortgaged Property, subject only to Permitted Liens and (iii) a favorable opinion of local counsel to the Credit Party in the state in which such Mortgaged Property is located, in form and substance reasonably satisfactory to the Administrative Agent, confirming that the Mortgage on the Mortgaged Property, as amended, located in such state continues to secure the Obligations; (h) the repayment of all Existing Revolving Loans and the prepayment of all Existing B/As outstanding under the Existing Credit Agreement and the payment of accrued and unpaid interest, fees, breakage costs and other amounts owing to the Existing Revolving Lenders, as contemplated by Section 2(e) hereof; (i) if any Revolving Loans are to be made or any B/As are to be purchased on the Amendment Effective Date under the Amended Credit Agreement, the Administrative Agent shall have received a request therefor complying with the requirements of Section 2.03 or 2.07(c) of the Amended Credit Agreement; (j) in accordance with Section 2.09(c) of the Existing Credit Agreement, the Administrative Agent shall have received, not later than 12:00 noon (New York City time) at least two Business Days prior to the Amendment Effective Date, written notice from the Borrowers of their intent to terminate in full the Revolving Credit Commitments under the Existing Credit Agreement and otherwise effect the Refinancing Transactions on the Amendment Effective Date; (k) the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under the applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the reasonable fees Patriot Act and out-of-pocket expenses of outside counsel for requested at least five Business Days prior to the Amendment Effective Date by the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lendersor any New Revolving Lender; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (ivl) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred from the US Borrower, in connection with the preparationimmediately available funds, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretoaccounts of the New Revolving Lenders, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements Upfront Fees referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to in Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses7 hereof; and (cm) until such time as the Administrative Agent and its affiliates shall have received payment or reimbursement from the Borrowers, in immediately available funds, of all costs, fees, out‑of‑pocket expenses, compensation and other amounts then due and payable in connection with this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms Amended Credit Agreement, including, to the extent invoiced, reasonable fees, disbursements and other charges of counsel to the Administrative Agent. The Administrative Agent shall notify the Borrowers and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment of the Existing Credit Agreement and the CGA pursuant to this Amendment and the obligations of the New Revolving Lenders to extend the New Revolving Loan Commitments shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, December 20, 2013 (and, in the event such conditions are not so satisfied or waived, the New Revolving Loan Commitments shall terminate at such time). Notwithstanding the foregoing, if after the use by the Credit Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in clauses (d)(ix) and (e) hereof to be satisfied as of the Sixth Amendment Effective Date such conditions are not satisfied as of the Amendment Effective Date, such conditions shall not be deemed conditions precedent to have been cured or waived by any amendment or consent provided by the terms effectiveness of this Amendment on the Amendment Effective Date, but shall be accomplished as promptly as practical after the Amendment Effective Date and in any event no later than 45 days following the Amendment Effective Date or otherwise, except such later date as any such Default or Event of Default shall have been hereafter expressly waived the Administrative Agent may agree to in writing in accordance with the requirements of the Credit Agreementits reasonable discretion.

Effectiveness of Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that: (a) the amendment being made by Sections 4 and 7 of this This Amendment shall not become effective, and effective until all of the Borrower following conditions shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received been satisfied: (i) reimbursement the absence of any default or payment Event of its costs Default under any of the Schedules or the Leases; (ii) the representations and expenses incurred warranties of the Lessees in connection Section 3 hereof shall be true and correct in all material respects at such time; (iii) concurrently with the preparation, execution and delivery effectiveness of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses effectiveness of outside counsel for all provisions of the Administrative Agent with respect thereto, and (ii) executed counterparts of this Senior Credit Agreement Amendment from in the Borrower, the Guarantors and the Required Lendersform set forth as Exhibit C hereto; (biv) the amendments being made by absence of a Default or an Event of Default as provided and defined in the Senior Credit Agreement; (v) concurrently with the effectiveness of this Amendment, the effectiveness of all provisions of the Second Lien Credit Agreement Amendment in the form set forth as Exhibit D hereto; (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (ivi) the merger absence of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions a Default or an Event of Default as provided and defined in Articles II and III the Second Lien Credit Agreement; (vii) concurrently with the effectiveness of this Amendment, the consummation of all transactions required pursuant to the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partnersset forth as Exhibit E hereto, L.P. attached as Annex B with any changes to such Merger Agreement, form after the date hereof that could not reasonably be expected to be materially adverse to the interest of Lessors) on the closing date thereunder; (iiiviii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A prior to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection concurrently with the preparation, execution and delivery effectiveness of this Amendment, includingthe consummation of all transactions required pursuant to that certain Agreement and Plan of Merger dated as of the date hereof among the Parent, without limitationFlorida Digital Network, the reasonable fees Inc. and out-of-pocket expenses of outside counsel for the Administrative Agent with respect certain other persons party thereto, and to effect the FDN Merger Transaction (yas such term is defined in the Third Amendment) executed counterparts of this Amendment from on the Borrowerclosing date thereunder, the Guarantors and the Required Lenders; provided“Effective Date” as defined in such Third Amendment shall have occurred; (ix) before giving effect to the NT Merger Transaction, howeverthere shall have been no (i) Material Adverse Effect since December 31, that in the case of clauses 2002, or (ii) Material Adverse Change (as “Material Adverse Effect” and (iii) above, it is understood and agreed that any amendments to “Material Adverse Change” are defined in the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Senior Credit Agreement (and the Second Lien Credit Amendment, in each case as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy in effect on the conditions set forth in such clausesdate hereof); and (cx) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions written information provided by or on behalf of the Credit Agreement (after giving effect only Parent or the Lessees to the amendment made by Sections 4 Lessors prior to the Effective Date, including all written information regarding NT and 7 the NT Merger Transaction, shall be true, correct and complete in all material respects as of this Amendment) shall remain in full force and effectthe date specified therein, and no Default or Event of Default that may exist or additional information shall have occurred and be continuing pursuant come to the terms attention of the Parent or the Lessees that could reasonably be expected to have a Material Adverse Effect or result in a Material Adverse Change (as “Material Adverse Effect” and “Material Adverse Change” are defined in the Senior Credit Agreement and the Second Lien Credit Amendment, in each case as of in effect on the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreementdate hereof).

Effectiveness of Amendment. Notwithstanding any other provision of this This Eighth Amendment and without affecting in any manner shall become effective on the rights of date (the Lenders hereunder, it is understood and agreed that“Effective Date”) on which: (a) each of the amendment being made by Sections 4 and 7 of this Amendment shall not become effectiveBorrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender, and the Borrower shall Lenders have no rights under duly executed and delivered to the Administrative Agent, with a counterpart for each Lender, this Amendment with respect Eighth Amendment; (b) each of the parties to Sections 4 the ABL Intercreditor Agreement have duly executed and 7, until delivered the ABL Intercreditor Agreement and the Administrative Agent shall have received final executed copies thereof, effective as of the Effective Date; (ic) reimbursement or payment each of its costs the parties to the Term Loan Intercreditor Agreement have duly executed and expenses incurred delivered the Term Loan Intercreditor Agreement and the Administrative Agent shall have received final executed copies thereof, effective as of the Effective Date; (d) the Administrative Agent has received the Term Loan Guaranty, executed and delivered by the parties thereto, effective as of the Effective Date; (e) the Administrative Agent has received a secretary’s certificate dated the date hereof for each guarantor under the Pari Passu Guaranty, in connection form and substance acceptable to the Administrative Agent, with the preparation, execution appropriate insertions and delivery of this Amendment, attachments (including, without limitation, incumbency information, signature specimens and Governing Documents for each such guarantor), satisfactory in form and substance to the reasonable fees and out-of-pocket expenses Administrative Agent, executed by the Secretary of outside counsel for the Borrower; (f) the Administrative Agent with respect thereto, and (ii) executed counterparts has received certificates dated as of this Amendment a recent date from the BorrowerSecretary of State or other appropriate authority, evidencing the Guarantors and good standing of each guarantor under the Required LendersPari Passu Guaranty in the jurisdiction of its organization; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (ivg) the Administrative Agent shall have received the executed legal opinions of Husch ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, in form and substance acceptable to the Administrative Agent, with respect to the Pari Passu Guaranty; (xh) reimbursement or payment the Borrower shall have paid all of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitationLead Arranger’s, the reasonable Administrative Agent’s and the Secured Parties’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket expenses of outside counsel for the Administrative Agent costs incurred in connection with this Eighth Amendment and all due diligence in respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauseshereof; and (ci) until such time as this Amendment the Borrower shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only delivered to the amendment made by Sections 4 Administrative Agent such opinions of counsel, authorization and 7 organizational documents, certificates of this Amendment) shall remain in full force and effectgood standing, and no Default all other documents, reports and information, in each case as the Administrative Agent or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date Lenders shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreementrequest.

Effectiveness of Amendment. Notwithstanding any other provision This Amendment shall become effective as of the date hereof on the first date (the "Amendment Effective Date") on which the Administrative Agent has received each of the following, each in form and substance satisfactory to the Administrative Agent (terms defined in the Loan Agreement as amended by this Amendment being used in this Section 2 as so defined) and without affecting in any manner a number of copies (other than the rights of allonges to the Lenders hereunder, it is understood and agreed thatNotes) sufficient for each Lender: (a) the amendment being made by Sections 4 and 7 15 copies of this Amendment shall not become effectiveduly executed and delivered by each Borrower and each Lender and Charter; (b) an allonge to each Note outstanding under the Loan Agreement, duly executed and delivered by Charter; (c) an amendment to the WinsLoew Pledge Agreement duly executed and delivered by WinsLoew as to the Charter shares acquired pursuant to the Charter Purchase Agreement, together with any and all deliveries contemplated thereby; (d) results of UCC, tax, and judgment lien searches in respect of Charter and evidence, satisfactory to the Borrower shall Administrative Agent, that any Liens reflected therein have no rights under this Amendment with respect to Sections 4 and 7, until been discharged or that the Administrative Agent shall have received is in possession of appropriate releases permitting it to effect such discharge; (ie) reimbursement Financing Statements signed by Charter in appropriate form for filing in each jurisdiction in which such a filing is required to perfect the Security Interest; (f) any landlord or payment mortgagee Lien subordination or waiver agreements as the Administrative Agent may request, duly executed and delivered by the respective landlords or mortgagees; (g) a copy of its costs the opinion letter of the Charter Sellers' counsel delivered pursuant to the provisions of the Charter Purchase Agreement, addressed to the Administrative Agent and expenses incurred in connection with the preparationLenders or accompanied by a letter of such counsel expressly permitting the Administrative Agent and the Lenders to rely on the opinions expressed therein; (h) an opinion of counsel for the Borrowers as to the due authorization, execution and delivery of this Amendment and the other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by any Loan Party, as to the enforceability of this Amendment, includingthe Loan Agreement as amended hereby and such other Loan Documents, without limitation, and such other matters related to the reasonable fees and out-of-pocket expenses Acquisition of outside counsel for Charter or such Loan Document as any Lender through the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lendersmay reasonably request; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III a certificate of the Merger Secretary of WinsLoew having attached thereto true and correct copies of the Charter Purchase Agreement and each other agreement, instrument, certificate and other document contemplated thereby to be delivered in connection with the consummation of the transactions contemplated thereby; (as defined in this Amendmentj) shall have a certificate of the President of WinsLoew or a Financial Officer to the effect that the Acquisition of Charter has been consummated and effected substantially in accordance with the terms of such Merger the Charter Purchase Agreement, without any waiver or modification of any material provision thereof, that after giving effect thereto and to this Amendment, the representations and warranties of the Borrowers set forth in the Loan Agreement are true and correct in all material respects (ii) having attached to such certificate any modified Schedules required to make such statement true), without limiting the Borrower Partnership generality of the foregoing, a specific statement that the conditions set forth in Section 6.2 of the Loan Agreement shall to the making of any Acquisition Loan, have been amended and restated in the form satisfied as of the Amended date of such certificate, and Restated Agreement that no Default or Event of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, Default exists; (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (ivk) the Administrative Agent shall have received evidence satisfactory to it that the Trivest Investors have made an additional cash equity contribution to WinsLoew in an amount not less than $1,500,000 and that individual sellers under the Charter Purchase Agreement have continued/invested not less than $1,850,000 in WinsLoew in the form of roll-over equity; and (xl) reimbursement or payment such other agreements, certificates, instruments and other documents as any Lender through the Administrative Agent may reasonably request (including, without being limited to, a collateral assignment of its costs WinsLoew's rights and expenses incurred indemnities under the Charter Purchase Agreement) in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreementtransactions contemplated hereby.

Effectiveness of Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that: (a) the amendment being made by Sections 4 and 7 of this This Amendment shall not become effectiveeffective until all of the following conditions shall have been satisfied: (i) the absence of any default or Event of Default under either of the Leases; (ii) the representations and warranties of the Lessees in Section 3 hereof shall be true and correct in all material respects at such time; (iii) concurrently with the effectiveness of this Amendment, the effectiveness of the Senior Credit Agreement in the form set forth as Exhibit B hereto, and the Borrower shall have no rights under execution and delivery by each of the parties identified in the Senior Credit Agreement of each of the security, collateral or pledge documents required by the Senior Credit Agreement as conditions to the “Amendment Effective Date” referred to therein; (iv) the absence of a Default or an Event of Default as provided and defined in the Senior Credit Agreement; (v) concurrently with the effectiveness of this Amendment, the effectiveness of the Second Lien Credit Agreement in the form set forth as Exhibit C hereto, and the execution and delivery by each of the parties identified in the Second Lien Credit Agreement of each of the security, collateral or pledge documents required by the Second Lien Credit Agreement as conditions to the “Amendment Effective Date” referred to therein; (vi) concurrently with respect the effectiveness of this Amendment, the consummation of all transactions required pursuant to Sections 4 and 7the Merger Agreement on the closing date thereunder, until including the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred due in connection with the preparation, execution and delivery sale of this Amendment, including, without limitation, preferred stock by the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required LendersParent on such closing date; (bvii) the amendments being made execution by this Amendment (other than the amendments effected by Sections 4 each of ▇▇▇▇▇ Fargo Bank Minnesota, National Association and 7 hereof) shall not become effectiveGeneral Electric Capital Corporation of an Acknowledgment, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided Consent & Waiver/Release Agreement in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clausesExhibit D hereto; and (cviii) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all the absence of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no a Default or an Event of Default that may exist or have occurred as provided and be continuing pursuant to defined in the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Second Lien Credit Agreement.;

Effectiveness of Amendment. Notwithstanding any other provision of This Amendment shall become effective upon the date (the “Execution Date”) on which the Successor Agent shall have received counterparts to this Amendment duly executed by Holdings, the Borrower, the Existing Agent, the Successor Agent, the Required Lenders, each New Tranche B Term Lender, each New Revolving Lender and without affecting in any manner the rights of the Lenders hereundereach Extending Term Lender; provided, it is understood and agreed that: (a) the amendment being made by that Sections 4 2, 3, 4, 5, 6 and 7 of this Amendment shall not become effective, operative and the Borrower shall have no rights under effect whatsoever until satisfaction of the conditions precedent set forth in clauses (a) through (l) below (such date, the “Second Amendment Effective Date”); provided further, that if such conditions precedent are not satisfied on or prior to April 10, 2012, this Amendment with respect shall terminate and no longer be in effect. Each Lender that submits an executed counterpart hereto on the Execution Date acknowledges and agrees that in the absence of a change to Sections 4 the terms and 7, until the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts conditions of this Amendment from made after the Borrower, Execution Date such submission is irrevocable. (a) the Guarantors and Lenders shall have consented to extend at least 50% of the Required LendersExisting Term Loans; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower Successor Agent shall have no rights under this Amendment with respect to any such amendments until received the following: (i) an upfront fee for the merger account of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in each New Tranche B Term Lender that is a party to this Amendment) shall have been consummated and effected Amendment in accordance with Section 7(a) hereof; (ii) an upfront fee for the terms account of each New Revolving Lender that is a party to this Amendment in accordance with Section 7(b) hereof; (iii) an extension fee for the account of each Extending Term Lender that is a party to this Amendment in accordance with Section 7(c) hereof; (iv) an amendment fee for the account of each Existing Term Lender that is a party to this Amendment in accordance with Section 7(d) hereof; (v) all other fees required to be paid, and all expenses for which invoices have been presented at least one Business Day prior to the Second Amendment Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid; (vi) executed counterparts from each Loan Party of the Guarantee and Collateral Acknowledgement substantially in the form attached hereto as Exhibit D; (vii) such Merger Agreementdocuments and certificates as the Successor Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the 2012 Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the 2012 Transactions (including, without limitation, certified resolutions from the board of directors, members or other similar body of each Loan Party authorizing the execution, delivery and performance of the Amendment), all in form and substance reasonably satisfactory to the Successor Agent; (viii) the legal opinion, dated the Second Amendment Effective Date, of (i) Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form General Counsel of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) Borrower and (iii) above, it is understood each special and agreed that any amendments local counsel as may be reasonably requested by the Successor Agent. Each such legal opinion shall cover such customary matters incidental to the agreements referred Amendment as the Successor Agent may request and shall be addressed to therein the Successor Agent and the Lenders; (ix) a certificate, dated the Second Amendment Effective Date and signed by the president or forms thereof) that are of a type that would be permitted without the consent vice president of the Required Lenders pursuant Borrower or a Financial Officer, in form and substance reasonably satisfactory to Section 9.17 the Successor Agent, together with such other evidence reasonably requested by the Lenders, confirming the solvency of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed Loan Parties on a consolidated basis after giving effect to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and2012 Transactions. (c) until such At the time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (immediately after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have occurred and be continuing. (d) Each of the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date). (e) The Borrower shall have delivered its most recent projections through the 2020 fiscal year. (f) The 2012 Transactions shall have been hereafter expressly waived in writing consummated or shall be consummated simultaneously with the Second Amendment Effective Date in accordance with applicable law and all related documentation (in each case without giving effect to any amendments, modifications or waivers to or of such documents that are materially adverse to the requirements Lenders not approved by the Amendment Arrangers). (g) The Existing Agent shall have received from the Borrower in immediately available funds payment of all costs, expenses, accrued and unpaid fees and other amounts payable to it as the Existing Agent and as a Lender pursuant to the Loan Documents (including fees and expenses of counsel) in each case to the extent set forth on Schedule 1 hereto, in each case to the account specified on Schedule 1 hereto. (h) The Successor Agent and the Borrower shall have executed and delivered a fee letter in relation to the annual agency fee paid to the Administrative Agent by the Borrower. (i) The Successor Agent shall have confirmed in writing that it has received the items set forth on Schedule 2 hereto; (j) The Successor Agent shall have confirmed in writing that the Existing Agent has completed each of the Credit tasks listed on Schedule 4 hereto; (k) The Successor Agent shall have confirmed in writing that it has received the items set forth on Schedule 5 hereto; and (l) On or prior to April 10, the Escrow Release Date (as defined in the Escrow Agreement) and the Escrow Merger (as defined in the Escrow Agreement) shall have occurred; provided, however, that this section shall apply only if the Senior Notes are issued prior to the Second Amendment Effective Date.

Effectiveness of Amendment. Notwithstanding any other provision The effectiveness of this Amendment and without affecting in any manner is subject to the rights satisfaction, or waiver, of the Lenders hereunder, it is understood and agreed thatfollowing conditions: (a) the amendment being made by Sections 4 and 7 of this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received this Amendment, duly executed by each of the Credit Parties, the Administrative Agent and each Lender; (b) (i) reimbursement or payment the Company, Holdings, Ableco and the other parties to the Ableco Commitment Letter shall have entered into and closed the Replacement Term Loan DIP Facility on the terms and conditions set forth in the Ableco Commitment Letter and otherwise on terms and conditions satisfactory to the Administrative Agent in its sole discretion (including, without limitation, an intercreditor agreement, between the Administrative Agent and Ableco in the same form as the existing Intercreditor Agreement other than changes thereto in the maximum amounts of its costs the Revolving Credit Facility Cap Amount and expenses incurred the Term Loan Cap Amount (each as defined in the Intercreditor Agreement) to reflect (x) the amounts of the Revolving Commitments (as reduced in Section 1.1(a) of this Amendment) and (y) the Replacement Term Loan DIP Facility), (ii) the Company shall have delivered executed copies of the definitive documentation in connection with the preparationReplacement Term Loan DIP Facility, execution and delivery (iii) certain of the proceeds of the Replacement Term Loan DIP Facility shall have been used to repay in full and replace the Term Loan Obligations and to repay all outstanding Revolving Loans and Swing Line Loans; (c) the representations and warranties set forth in Section 4 hereof shall be true and correct in all material respects as of the Effective Date; (d) the Borrower shall have paid to the Administrative Agent the Amendment Fee; (e) the Collateral Agent shall have a valid security interest in, and Lien on, 100% of the voting (and 100% of the non-voting) Capital Stock of each first-tier Foreign Subsidiary; and (f) the Bankruptcy Court shall have approved, pursuant to one or more orders in form and substance satisfactory to the Administrative Agent in its sole discretion, (i) the terms of this Amendment, (ii) the payment of all fees and expenses required to be paid by the Borrower hereunder or under the Credit Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger AgreementFee, (iii) the Buckeye GP Holdings Partnership continuing Super Priority Nature of Obligations and Lenders’ Liens as set forth in Section 2.24 of the Credit Agreement shall have been amended and restated as more fully set forth and/or provided for in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement Orders, and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit AgreementReplacement Term Loan DIP Facility.

Effectiveness of Amendment. Notwithstanding any other provision The effectiveness of this Amendment Amendment, and without affecting in any manner the rights agreement of each Tranche A Term Lender to make Tranche A Term Loans, are subject to the satisfaction of the Lenders hereunderfollowing conditions precedent (the date of satisfaction of such conditions precedent, it is understood and agreed that:the “First Amendment Effective Date”): (a) the amendment being made receipt by Sections 4 and 7 of this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) duly executed counterparts of this Amendment from that, when taken together, bear the Borrowersignatures of (i) the Borrower and Holdings, (ii) requisite Lenders under the Guarantors Credit Agreement and (iii) each of the Required Tranche A Term Lenders; (b) on the amendments being First Amendment Effective Date, both before and after giving effect to the Tranche A Term Loans, all representations and warranties made by this Amendment (any Credit Party contained herein or in the other than Credit Documents shall be true and correct in all material respects with the amendments effected by Sections 4 same effect as though such representations and 7 hereof) shall not become effective, warranties had been made on and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement First Amendment Effective Date (as defined except where such representations and warranties expressly relate to an earlier date, in this Amendment) which case such representations and warranties shall have been consummated true and effected correct in accordance with the terms all material respects as of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; andearlier date); (c) until such time as this on the First Amendment shall have become effective as provided in paragraph (b) aboveEffective Date, all of the terms both before and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effectTranche A Term Loans, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived occurred and be continuing; (d) receipt by the Administrative Agent of a reaffirmation in respect of the Guarantee, the Pledge Agreement and the Security Agreement substantially in the form of Exhibit D hereto, executed and delivered by a duly authorized officer of each Guarantor, pledgor party there and grantor party thereto, as applicable (the “Reaffirmation Agreement”); (e) (i) receipt by the Administrative Agent of a Flood Certificate in respect of each Mortgaged Property and (ii) the Borrower shall have used commercially reasonable efforts to execute and deliver a Mortgage modification in respect of each Mortgaged Property, legal opinions of local counsel to the Borrower in each jurisdiction where a Mortgaged Property is located and a date-down endorsement in respect of each title insurance policy issued on the original Closing Date, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (f) receipt by the Administrative Agent of executed legal opinions of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrower and (ii) ▇▇▇ ▇▇▇▇▇▇▇, General Counsel to the Borrower, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (g) the fees in the amounts previously agreed in writing by the Arrangers to be received by the Arrangers and the Lenders on the First Amendment Effective Date (including an amendment fee to each existing Lender that consents to this Amendment in accordance with an amount equal to 0.10% times the aggregate amount of such Lender’s existing Term Loans and Revolving Credit Commitments) and all expenses (including the reasonable fees, disbursements and other charges of counsel to the Administrative Agent) for which invoices have been presented on or prior to the First Amendment Effective Date, in each case, shall have been paid; (h) receipt by the Administrative Agent of a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3 of the Credit Agreement, as amended hereby; (i) receipt by the Administrative Agent of a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors (or equivalent governing body) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment and the Reaffirmation Agreement (and any agreements relating thereto), as applicable, (ii) in the case of the Borrower, the extensions of credit contemplated hereunder and (iii) the reaffirmation of the Liens under the Reaffirmation Agreement; (j) receipt by the Administrative Agent of true and complete copies of the certificate of incorporation and by-laws (or equivalent organizational documents) of each Credit Party or a certificate from each Credit Party, dated the First Amendment Effective Date, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Credit Party, that there have been no amendments, supplements or modification thereto since the Closing Date; and (k) receipt by the Administrative Agent of a certificate of each Credit Party, dated the First Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Credit Party, and attaching the documents referred to in clauses (i) and (j) above and, where applicable, certifying as to the incumbency and specimen signature of each officer executing this Amendment or the Reaffirmation Agreement or any other document delivered in connection herewith and therewith on behalf of such Credit Party, and certifying that the conditions set forth in Sections 5(b) and (c) shall be satisfied. The acceptance of the benefits of the Tranche A Term Loans shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified above exist as of that time.

Effectiveness of Amendment. Notwithstanding any other provision of this Amendment This Amendment, including the Amended and without affecting in any manner Restated Credit Agreement, will become effective on the rights first date (the “Restatement Effective Date”) on which each of the Lenders hereunder, it is understood and agreed thatfollowing conditions shall be satisfied: (a) the amendment being made by Sections 4 Administrative Agent (or its counsel) shall have received from (i) each Borrower, (ii) each Tranche D Term Lender and 7 (iii) each Required Lender (as defined under the Existing Credit Agreement), either (A) counterparts of this Amendment shall not become effectivesigned on behalf of such parties or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment; (b) each Credit Party (other than the Foreign Credit Parties organized under the Laws of (i) the Cayman Islands and (ii) England and Wales in the United Kingdom, except for the UK Borrower and the Borrower Compass Minerals (Europe) Limited) shall have no rights under this Amendment with respect executed and delivered to Sections the Administrative Agent a reaffirmation agreement ratifying all the Security Documents to which it is a party, each in form and substance reasonably satisfactory to the Administrative Agent; (c) the representations and warranties set forth in Section 4 above shall be true and 7, until correct on and as of the Restatement Effective Date and the Administrative Agent shall have received a certificate from the US Borrower dated the Restatement Effective Date signed by an Authorized Officer certifying (i) reimbursement that the representations and warranties set forth in Section 4 above are true and correct as of the Restatement Effective Date, (ii) that the requirements set forth in this Section 5 have been satisfied as of the Restatement Effective Date and (iii) the conditions precedent in clause (d) and (e) below have been satisfied as of the Restatement Effective Date; (d) on the Restatement Effective Date, there shall be no actions, suits, proceedings or payment investigations pending or threatened (i) with respect to this Amendment or the Transactions, (ii) with respect to the Existing Credit Agreement Indebtedness or (iii) that is reasonably likely to have (A) a Material Adverse Effect or (B) a material adverse effect on the Transactions, on the rights or remedies of the Lenders or the Administrative Agent hereunder or under any other Credit Document or on the ability of any Credit Party to perform its costs respective obligations to the Lenders or the Administrative Agent hereunder or under any other Credit Document; (e) on the Restatement Effective Date, (i) all necessary and expenses incurred material governmental (domestic and foreign), regulatory and third party approvals in connection with the preparationTransactions, any Existing Credit Indebtedness or the transactions contemplated by the Documents and otherwise referred to herein or therein shall have been obtained and remain in full force and effect and, to the extent reasonably requested by the Administrative Agent, evidence thereof shall have been provided to the Administrative Agent and (ii) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon, or materially delaying, or making economically unfeasible, the consummation of the Transactions or the making of the Tranche D Term Loans; (f) the Administrative Agent shall have received opinions, addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Restatement Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent, from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, (ii) Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP, special Canada counsel to the Credit Parties, (iii) DLA Piper UK LLP, special English counsel to the Credit Parties, (iv) ▇▇▇▇▇ & ▇▇▇▇▇ Luxembourg, special Luxembourg counsel to the Credit Parties, (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Canada counsel to the Credit Parties, (vi) ▇▇▇▇▇▇▇▇ Chance Luxembourg, special Luxembourg counsel to the Administrative Agent, (vii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special Canada counsel to the Administrative Agent, (viii) ▇▇▇▇▇ & Overy (UK), special English counsel to the Administrative Agent and (ix) local counsel to the Credit Parties in Illinois, Kansas, Louisiana, Utah and Wisconsin in the United States; (i) the Administrative Agent shall have received from each Credit Party (other than the Foreign Credit Parties organized under the Laws of (x) the Cayman Islands and (y) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) a certificate, dated the Restatement Effective Date, signed by an Authorized Officer of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or any assistant secretary of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in substantially the form of Exhibit C of the Existing Credit Agreement with the appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of such Credit Party (the “Organizational Documents”) and the resolutions of such Credit Party referred to in such certificate and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent; provided that, in lieu of delivering the Organizational Documents required above, the Borrowers may deliver a certificate of an authorized signatory thereof certifying that the Organizational Documents that were previously delivered to the Administrative Agent in connection with the 2010 Transaction (A) are the true and correct copies of such Organizational Documents, (B) there have been no amendments to such Organizations Documents since such delivery and (C) are in full force and effect on the Restatement Effective Date and (ii) all Company and legal proceedings and all instruments and agreements in connection with the Transactions shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities; (h) the Administrative Agent shall have received a completed Perfection Certificate, dated the Restatement Effective Date and signed by an Authorized Officer of the US Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Credit Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 7.03 of the Amended and Restated Credit Agreement or have been, or substantially contemporaneously with the occurrence of the Restatement Effective Date will be, released; (i) the requirements set forth in Sections 3.09, 3.10, 3.11, 3.12 and 3.13 of the Amended and Restated Credit Agreement shall have been satisfied (with all references in such Sections to the “2010 Restatement Effective Date” being deemed to be referenced to the “2012 Restatement Effective Date”) by the prior execution and delivery of this Amendmentthe relevant Security Document or supplement thereof; provided that the requirements set forth in Section 3.13 shall be deemed to satisfied if the amendments described in Section 2(b) are consummated on the date hereof and the US Borrower is in compliance with Section 6.11(b) of the Amended and Restated Credit Agreement; (j) the Administrative Agent shall have received from the US Borrower a Notice of Borrowing with respect to the Borrowing of the Tranche D Term Loans (it being agreed that the Tranche D Term Lenders party hereto waive compliance with the three-day notice requirements under Section 2.03 of the Amended and Restated Credit Agreement and it being understood that such notice will be deemed to permit Tranche D Term Loans to be made pursuant to Conversions in accordance with Section 3(c) hereof); (k) in accordance with Section 2.11(c) of the Existing Credit Agreement, the Administrative Agent shall have received, not later than 12:00 noon (New York City time) at least one Business Day prior to the Restatement Effective Date, written notice from the US Borrower of its intent to effect the Refinancing (including, in each case, the amount of prepayment with respect to each Tranche), and arrangements reasonably satisfactory to the Administrative Agent shall be in place for the Refinancing to be consummated substantially simultaneously with the funding of the Tranche D Term Loans and the Conversions on the Restatement Effective Date; (l) the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the reasonable fees Patriot Act and out-of-pocket expenses of outside counsel for requested at least five (5) business days prior to the Closing Date by the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lendersor any Tranche D Term Lender; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (ivm) the Administrative Agent shall have received payment from the US Borrower, in immediately available funds, (xi) reimbursement or payment for the accounts of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitationTranche D Term Lenders, the reasonable fees Upfront Fees referred to in Section 6 hereof and (ii) for the accounts of the Prepaid Lenders, the amounts referred to in Section 3(b) hereof; and (n) the Administrative Agent and its affiliates shall have received payment or reimbursement from the US Borrower, in immediately available funds, of all costs, fees, out-of-pocket expenses expenses, compensation and other amounts then due and payable in connection with this Amendment or pursuant to the Amended and Restated Credit Agreement, including, to the extent invoiced, reasonable fees, disbursements and other charges of outside counsel for to the Administrative Agent. The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement and the obligations of the Tranche D Term Lenders to make the Tranche D Term Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.11 of the Amended and Restated Credit Agreement) at or prior to 5:00 p.m., New York City time, May 18, 2012 (and, in the event such conditions are not so satisfied or waived, the Tranche D Term Commitments shall terminate at such time). Notwithstanding the foregoing, if after the use by the Credit Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in clauses (b), (f), (h) or (i) hereof to be satisfied as of the Restatement Effective Date such condition is not satisfied as of the Restatement Effective Date, such conditions which are set forth on Schedule 5.24 to the Restated Credit Agreement shall not be a condition precedent to the effectiveness of this Amendment on the Restatement Effective Date, but shall be accomplished as promptly as practical after the Restatement Effective Date and in any event within the period specified on Schedule 5.24 of the Amended and Restated Credit Agreement or such later date as the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that may agree to in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreementits reasonable discretion.

Effectiveness of Amendment. Notwithstanding any other provision This Amendment shall become effective (the date on which such conditions shall have been satisfied, the “Effectiveness Date”) upon the occurrence of the following conditions: (i) the IPO shall have been completed by February 14, 2008 (it is to be noted that the reorganization transactions contemplated in the S-1, completion of the IPO and the effectiveness of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that:will be deemed to be simultaneous events); (aii) the amendment being made by Sections 4 and 7 of this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received (i) reimbursement or payment received, on behalf of its costs and expenses incurred the Lenders, a prepayment of principal in the amount of $150,000,000 in connection with the IPO; (iii) the Administrative Agent shall have been paid and reimbursed, pursuant to Section 10.5 of the Credit Agreement, for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) due and owing in connection with the Credit Agreement and the negotiation, preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees Amendment and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, all other documents and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lendersinstruments delivered in connection herewith; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received a copy of a fully executed Holdings Agreement, executed and delivered by Holdings, in form and substance reasonably satisfactory to the Administrative Agent; (v) the Administrative Agent shall have received any Uniform Commercial Code financing statement, in proper form for filing, registration or recordation, required by the Holdings Agreement or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded to perfect the security interest the Capital Stock of the Borrower being pledged to the Collateral Agent under the Holdings Agreement; (vi) the Administrative Agent shall have received any Uniform Commercial Code financing statement amendment and any amendments to the Security Documents, in proper form for filing, registration or recordation, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to change the name of the Borrower from Virgin Mobile USA, LLC to Virgin Mobile USA, L.P.; (vii) the Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of each of the Borrower and Holdings are located, and such search shall reveal no liens on any of the assets of each of the Borrower and Holdings except for liens permitted by Section 7.3 of the Credit Agreement or discharged on or prior to the Effectiveness Date pursuant to documentation reasonably satisfactory to the Administrative Agent; (viii) the Administrative Agent shall have received the legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower and its Subsidiaries, in a form reasonably satisfactory to the Administrative Agent; (ix) the Administrative Agent shall have received (a) copies of the Tax Receivable Agreements, which shall not have changed in any material and adverse manner to the Lenders from the drafts of such agreements sent to the Administrative Agent on the date hereof, unless consented to by the Administrative Agent, and (b) a copy of the Limited Partnership Agreement of the Borrower, which shall not have changed in any material and adverse manner to the Lenders from the draft of such agreement sent to the Administrative Agent on the date hereof, unless consented to by the Administrative Agent; (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent shall have received (a) a certificate of each of the Borrower and Holdings, dated the Effectiveness Date, substantially in the form of Exhibit F to the Credit Agreement, with respect theretoappropriate insertions and attachments, including the certificate of formation of each of the Borrower and Holdings certified by the relevant authority of the jurisdiction of organization of each of the Borrower and Holdings and resolutions of the partners of each of the Borrower and Holdings and (yb) executed a long form good standing certificate for each of the Borrower and Holdings from its jurisdiction of organization; (xi) the Consent Fee shall have been paid in accordance with Section 14 hereto; (xii) the Administrative Agent and the Borrower shall have received counterparts of this Amendment from duly executed by the Borrower, the Guarantors Administrative Agent and the Required Lenders by no later than September 21, 2007; it being understood that this Amendment and the consents set forth herein shall terminate and be of no force and effect if by September 21, 2007, the Administrative Agent and the Borrower shall not have received counterparts of this Amendment duly executed by the Borrower, the Administrative Agent and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (cxiii) until such time as this Amendment the Administrative Agent and the Borrower shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms received counterparts of this Amendment or otherwiseduly executed by Virgin Mobile USA, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreement.Inc.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner the rights shall become effective upon satisfaction of the Lenders hereunderfollowing conditions precedent (such date, it is understood and agreed that:the “Second Amendment Effective Date”): (a) the amendment being made receipt by Sections 4 and 7 of this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received of executed signature pages to this Amendment from (i) reimbursement the Borrower, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the Second Amendment Effective Date and executed by its secretary or payment assistant secretary, which shall certify the resolutions of its costs board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) receipt by the Administrative Agent of the legal opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the fees agreed to be paid to them by the Borrower in connection with this Amendment and (ii) to the Administrative Agent (or its affiliates) all reasonable fees and expenses, including reasonable fees and expenses incurred of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower in connection with the preparation, execution and delivery of this AmendmentAmendment (and, includingin the case of any such expenses, without limitation, for which invoices in reasonable detail shall have been presented to the reasonable fees and out-of-pocket expenses of outside counsel for Borrower prior to the Second Amendment Effective Date); and (e) receipt by the Administrative Agent with respect theretoof (i) such documents, certificates and other instruments as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) executed counterparts a certificate, signed by a senior officer of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohioand each other Obligor, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent Amendment Effective Date, which shall have received (x) reimbursement or payment confirm compliance with Section 5.03(a) of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, Existing Credit Agreement and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, certify that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreementoccurred or be continuing.

Effectiveness of Amendment. Notwithstanding any other provision of The amendments in this Amendment and without affecting the forbearance set forth in any manner Section 4 hereof shall become effective (the rights of “Effective Date”), upon compliance by Borrower with the Lenders hereunder, it is understood and agreed thatfollowing: (a) the amendment being made by Sections 4 and 7 of this Amendment shall not become effective, and the 5.1. Borrower shall have no rights under delivered to Agent this Amendment Amendment, duly executed by Borrower and the Required Lenders (whether the same or different copies) and delivered (including by way of telecopy or other electronic transmission (including by e-mail in .pdf format), in each case with respect original signatures to Sections 4 and 7, until follow promptly thereafter) to the Administrative Agent Agent. 5.2. Borrower shall have received delivered to Agent 13-week cash flow forecasts (i) reimbursement the “Cash Flow Forecast”), with the week ending February 10, 2017 being the first week, in reasonable detail, representing the Credit Parties good faith projections for the ensuing 13-week period, which shall be certified by an Authorized Officer as being the most accurate projections available, all in form and substance satisfactory to the Agent. 5.3. Borrower shall have delivered to Agent all relevant information requested by any Lender in writing on or payment of its prior to February 22, 2017 to complete such Lender’s due diligence review. 5.4. Borrower shall have paid all reasonable out-of-pocket expenses incurred by the Agent, including, without limitation, filing and recording costs and expenses incurred fees, and reasonable fees and service charges of outside counsel and the financial advisor to the Agent, in connection with the preparation, negotiation, execution and delivery review of this Amendment, including, without limitation, the reasonable fees . 5.5. Each Guarantor and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement each Grantor (as defined in this Amendmentthe Security Agreement) shall have been consummated executed and effected in accordance with delivered to the terms Agent a Reaffirmation of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated Collateral Documents substantially in the form of attached hereto as Exhibit B, together with each additional Collateral Document as may be required by the Amended Agent or the Required Lenders. 5.6. The Borrower and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement Guarantors shall have been amended delivered to the Agent certificates attaching resolution or other written actions approving this Amendment and restated in the form other documents required to be delivered under this Section 5 (collectively with this Amendment, the “Forbearance Documents”), together with such incumbency certificates and/or other certificates of an Authorized Officer of each Credit Party as the Second Amended Agent may require evidencing the identity, authority and Restated Agreement capacity of Limited Partnership of Buckeye GP Holdings L.P. attached each Authorized Officer thereof to act as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred an Authorized Officer thereof in connection with this Amendment and the preparationother Forbearance Documents to which such Credit Party is a party. 5.7. Borrower shall pay to the Agent, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, account of the Lenders that executes and (y) executed counterparts of delivers this Amendment from the Borrower(each a “Forbearance Signatory Lender”), the Guarantors and the Required Lenders; provided, however, that a work fee in the case aggregate amount of clauses $263,875 (ii) and (iii) abovethe “Work Fee”), it is understood and agreed that any amendments with the Work Fee being payable to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent each Forbearance Signatory Lender based on its respective pro rata share of the Required Lenders pursuant to Section 9.17 aggregate Commitments of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only Forbearance Signatory Lenders. 5.8. Borrower shall pay to the amendment made by Sections 4 Agent an arrangement fee as separately agreed between the Borrower and 7 the Agent. 5.9. Borrower shall pay to the Agent retainers payable to ▇▇▇▇▇▇ & Whitney LLC and Huron Consulting LLC, counsel and financial advisor, respectively, to the Agent, in the amounts of this Amendment) $25,000 and $100,000, respectively. 5.10. The Credit Parties shall remain have entered into a perfection agency agreement with the Agent and its designee in full force form and effectsubstance satisfactory to the Agent, and no Default or Event of Default that may exist or have occurred and be continuing pursuant tendered to the terms Agent’s designee vehicle titles and other requested information regarding all vehicles that are not otherwise subject to a perfected lien in favor of a third party, in each case, as needed to note the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any Agent’s security interest on such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreementvehicles.

Effectiveness of Amendment. Notwithstanding any other provision This Amendment shall become effective as of the first date (the "Amendment Effective Date") on which the Lenders shall have received each of the following documents (except that on the Amendment Effective Date, the effectiveness of Section 2 of this Amendment and without affecting in any manner the rights of the Lenders hereundershall be retroactive to March 27, it is understood and agreed that1998: (a) the amendment being made by Sections 4 and 7 four copies of this Amendment shall not become effective, duly executed and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from delivered by the Borrower, the Guarantors each Lender and the Required LendersAgent; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 Amended and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated Restated Revolving Credit Notes in the form attached hereto as ANNEX A, dated the Amendment Effective Date and duly executed and delivered by the Borrower in favor of each Lender; (c) a certificate of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form Secretary of the Second Amended Borrower having attached thereto the articles or certificate of incorporation and Restated Agreement bylaws of Limited Partnership the Borrower as in effect on the Amendment Effective Date attached thereto (or containing the certification of Buckeye GP Holdings L.P. attached as Annex A such Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date on which such documents were delivered to such Merger Agreement the Lenders pursuant to the Loan Agreement), all corporate action, taken by the Borrower to authorize the execution, delivery and (iv) performance of this Amendment, and to the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred further effect that the incumbency certificate delivered in connection with the preparationoccurrence of the Effective Date remains in effect, execution unchanged; (d) a certificate of the president or any vice-president of the Borrower stating that, to the best of his knowledge and delivery based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement, (i) after giving effect to the waiver set forth in Section 2 of this Amendment, includingall of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct as of the date hereof, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses and (ii) and (iii) above, it is understood and agreed that any amendments after giving effect to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to waiver set forth in Section 9.17 of the Credit Agreement (as amended by Section 5 2 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred exists, and the Agent shall be continuing pursuant satisfied as to the terms truth and accuracy thereof; (e) the Confirmation of Guarantors in the Credit Agreement form attached hereto as ANNEX B duly executed and delivered by each Guarantor; (f) the payment of an amendment fee in the Sixth Amendment Effective Date shall be deemed to have been cured amount of $250,000; and (g) such other documents and instruments as the Agent or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit AgreementLender may reasonably request.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner the rights shall become effective as of the Lenders hereunder, it is understood and agreed that: date hereof on the first date (athe “Amendment Effective Date”) the amendment being made by Sections 4 and 7 of this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until on which the Administrative Agent shall have received (a) from the Borrowers, an extension fee in the amount of $356,250 in consideration of the extension of the Termination Date of the Loan Agreement effected hereby and a consent fee in the amount of $400,000 in consideration of the other amendments to the Loan Agreement effected hereby, in each case to be shared ratably among the Lenders in accordance with their respective Commitments, which fees shall be fully earned when paid and not subject to refund or rebate whatsoever, (b) the payment to the Administrative Agent and Fleet Capital Corporation of the amounts provided for in the fee letter between the Borrowers and Administrative Agent and Fleet Capital Corporation, which fee shall be fully earned when paid and not be subject to refund or rebate whatsoever, and (c) each of the following, in form and substance satisfactory to the Administrative Agent: (i) reimbursement eight copies of this Amendment duly executed and delivered by the Borrowers, the Required Lenders and the Administrative Agent; (ii) a certificate of the secretary or payment other Authorized Officer of each of the Borrowers having attached thereto the organizational documents of such Borrower as in effect on the Amendment Effective Date (or containing the certification of such secretary or Authorized Officer that no amendment or modification of such organizational documents has become effective since the last date on which such organizational documents were delivered to the Administrative Agent pursuant to the Loan Agreement), all corporate action, including shareholders’ approval, if necessary, taken by such Borrower and/or its costs shareholders members to authorize the execution, delivery and expenses incurred in connection with the preparation, execution and delivery performance of this Amendment, includingand to the further effect that the incumbency certificate last delivered to the Lenders under the Loan Agreement remains in effect, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lendersunchanged; (biii) a certificate of an Authorized Officer of Syratech stating that, to the amendments being made best of his knowledge and based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement after giving effect to this Amendment Amendment, (other than the amendments effected by Sections 4 and 7 hereofA) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III all of the Merger representations and warranties made or deemed to be made under the Loan Agreement (are true and correct as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partnersdate hereof, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (cB) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have has occurred and be is continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date date hereof, and the Administrative Agent shall be deemed satisfied as to have been cured or waived by any amendment or consent provided by the terms truth and accuracy thereof; (iv) an opinion of this Amendment or otherwise, except counsel to the Borrowers in form and substance satisfactory to the Administrative Agent and its counsel; and (v) such other documents and instruments as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with Lender, acting through the requirements of the Credit AgreementAdministrative Agent, may reasonably request.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner shall become effective on the rights of first date (the Lenders hereunder, it is understood and agreed that: "Amendment Effective Date") on which (a) the amendment being made by Sections 4 Agent has received each of the following, each in form and 7 of this Amendment shall not become effective, substance satisfactory to the Agent and the Borrower shall have no rights under this Amendment with respect to Sections 4 Required Lenders (and 7, until the Administrative Agent shall have received in sufficient copies for each Lender): (i) reimbursement this Amendment duly executed and delivered by the Borrower and each Lender; (ii) a Consent and Confirmation of Guarantor in the form attached hereto as Annex 2 duly executed and delivered by the Subsidiary Guarantor; (iii) a certificate of the Secretary of the Borrower as to the articles or payment certificate of its costs incorporation and expenses incurred bylaws of the Borrower, corporate resolutions authorizing the transactions contemplated by this Amendment and the incumbency of officers of the Borrower, all as in effect on the Amendment Effective Date; (iv) an amendment to the Pledge Agreement the effect of which is to add as Pledged Collateral thereunder, the Catoosa County Bonds (as defined in the Loan Agreement, as amended by this Amendment), as and when acquired by the Borrower; (v) an irrevocable written instruction to the Trustee under the Catoosa County Bond Indenture (as defined in the Loan Agreement, as amended by this Amendment) to deliver to the Agent, upon presentation of such instruction and tender of the Catoosa County Bonds issued in connection with the preparationFirst Ringgold Transaction, the Quitclaim Deed, ▇▇▇▇ of Sale and any other conveyance or reconveyance documents executed by the CCDA in connection with the First Ringgold Transaction and held by said Trustee pursuant to (and as such items are defined in) the Catoosa County Bond Indenture; (vi) a landlord's lien subordination and waiver in substantially the form attached hereto as Annex 3, executed on behalf of the Catoosa County Development Authority; (vii) a certificate of the Chief Operating Officer or the Chief Financial Officer of the Borrower to the effect that both before and after giving effect to this Amendment, the representations and warranties of the Borrower set forth in the Loan Agreement are true and correct in all material respects, and that, after giving effect to this Amendment and consummation of the First Ringgold Transaction, no Default or Event of Default exists; (viii) an opinion of counsel for the Borrower as to the due authorization, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect Loan Documents contemplated hereby to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred be delivered in connection with the preparation, execution and delivery effectiveness hereof by the Borrower as to the enforceability of this Amendment, including, without limitation, the reasonable fees Loan Agreement as amended hereby and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretosuch other Loan Documents, and (y) executed counterparts of this Amendment from such other matters as any Lender through the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clausesAgent may reasonably request; and (cix) until such time as this Amendment shall have become effective as provided in paragraph (b) aboveother agreements, all of the terms certificates, instruments and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except other documents as any such Default or Event of Default shall have been hereafter expressly waived Lender through the Agent may reasonably request in writing in accordance connection with the requirements of the Credit Agreement.transactions contemplated hereby; and

Effectiveness of Amendment. Notwithstanding any other provision of this This Second Amendment and without affecting in any manner the rights commitments referenced herein shall become effective on the date first written above when each of the Lenders hereunder, it is understood and agreed thatfollowing shall have occurred: (a) each Continuing Revolving Lender (other than any New Revolving Lender) and the amendment being made by Sections 4 Required Lenders have duly executed and 7 delivered a counterpart of this Second Amendment shall not become effectiveand Holdings, the Borrower and the Borrower shall other Loan Parties have no rights under delivered duly executed counterparts of this Second Amendment with respect to Sections 4 and 7, until the Administrative Agent; (b) the Administrative Agent shall have received received: (i) reimbursement or payment a certificate of its costs the Borrower dated as of the date hereof signed by a Responsible Officer of the Borrower certifying that (x) as of the date of and expenses incurred after giving effect to this Second Amendment, the representations and warranties contained in connection with the preparation, execution and delivery Section 7 of this Second Amendment are and shall be true and correct and (y) as of the date of and after giving effect to this Second Amendment, including, without limitation, no Default or Event of Default exists or will exist; (ii) certified copies of the reasonable resolutions of the board of directors of the Borrower authorizing the Borrower to execute and deliver this Second Amendment and approving the transactions contemplated hereby; and (iii) an originally executed opinion of the Borrower’s counsel in form and substance reasonably satisfactory to the Administrative Agent; and (c) the Administrative Agent has received payment from the Borrower for any and all fees (including those fees set forth in Section 6(b) below) payable on or prior to the date hereof and out-of-pocket costs and expenses of outside counsel for referenced in Section 9(c) hereof and invoiced on or prior to the Administrative Agent with respect theretodate hereof, and (ii) executed counterparts in each case relating to this Second Amendment; provided that the amendments set forth in Section 2 of this Second Amendment from the Borrowershall not be implemented until January 5, 2010 (such date, the Guarantors and “Second Amendment Implementation Date”), which shall be deemed to occur immediately prior to the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement Revolving Termination Date (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of under the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after before giving effect only to this Second Amendment). Notwithstanding the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effectforegoing, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Second Amendment Effective Implementation Date shall be deemed not to have been cured or waived by any amendment or consent provided by occurred if the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived Borrower has not complied with its payment obligations set forth in writing in accordance with the requirements of the Credit AgreementSection 6(a) below.

Effectiveness of Amendment. Notwithstanding any other provision (a) This Amendment shall become effective upon the satisfaction of the following conditions, each in form and substance satisfactory to IFC: ​ (i) the execution and delivery hereof by each of the Borrower and IFC; (ii) acceptance of all the terms of this Amendment and without affecting in any manner the rights by all of the Lenders hereunderParticipants in the B Loan under the Existing Loan Agreement (for the avoidance of doubt, it is understood without ​ ​ ​ further amendments to the IFC Financing Documents and agreed that:the agreements entered into between IFC and the Participants); ​ (aiii) payment by the Borrower to IFC of: ​ (A) the amendment being made installment of principal of the B Loan payable on the Interest Payment Date falling on December 15, 2021, together with related accrued interest; ​ (B) the 2021 Upfront Fee; ​ (C) the fee payable pursuant to the 2021 Fee Letter; ​ (D) any past arrears of the Loan and any fees and expenses due under the Existing Loan Agreement, to the extent not paid in connection with paragraph (A) above, as notified to the Borrower by Sections 4 and 7 of this Amendment shall not become effective, IFC; and (E) IFC’s and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received (i) reimbursement or payment of its Participants’ costs and expenses incurred in connection with relation to this Amendment and the preparationchanges to the repayment schedule contemplated hereby, execution and delivery of this Amendment, as notified to the Borrower by IFC (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretoavoidance of doubt, any applicable unwinding costs incurred by IFC and the Participants as a result of determining or implementing LIBOR for the Rolled-Over Interest Periods); and ​ (iv) IFC’s receipt, in form and substance satisfactory to it, of (A) a legal opinion addressed to IFC from counsel to the Borrower in the Country, covering the Argentine law matters relating to the transactions contemplated by this Amendment as IFC may reasonably request, and (iiB) executed counterparts a legal opinion addressed to IFC from Becker, Glynn, ▇▇▇▇▇▇, Chassin & ▇▇▇▇▇▇▇▇ LLP, IFC’s special counsel in New York, covering the New York Law aspects of the transactions contemplated by this Amendment from the Borrower, the Guarantors and the Required Lenders;as IFC may reasonably request. (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) IFC shall not become effective, and deliver a notice to the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III confirming satisfaction of the Merger conditions under subsection (a) above. From and after the effectiveness thereof, the Existing Loan Agreement (as defined hereby amended shall remain in this Amendment) shall have been consummated full force and effected effect and is hereby ratified and confirmed in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated all respects. All references in the form of Existing Loan Agreement to “herein,” the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger “Agreement, (iii) the Buckeye GP Holdings Partnership Agreement ,” or similar terms shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments refer to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Existing Loan Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; andhereby. (c) until such time as Any other provision hereof to the contrary notwithstanding, if this Amendment shall not have become effective as provided in paragraph (b) aboveby December 20, all 2021, this Amendment shall be null and void and of no further effect, and the terms and conditions of the Credit Existing Loan Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreementunaffected hereby.

Effectiveness of Amendment. Notwithstanding any other provision The provisions of this Amendment and without affecting in any manner the rights shall become effective as of the Lenders hereunderAmendment No 1 Effective Date upon the satisfaction of each of the following conditions, it is understood in each case in a manner and in form and substance satisfactory to the Administrative Agent (unless otherwise agreed that:to in writing by the Administrative Agent): (a) the amendment being made by Sections 4 and 7 of this This Amendment shall not become effectivehave been duly executed and delivered by each of the Borrowers, Holdings, the Administrative Borrower, the Guarantors, the Administrative Agent and the Consenting Lenders (which shall constitute Required Lenders under and as defined in the Credit Agreement) and shall be in full force and effect; (b) The applicable Subsidiaries of Holdings shall have entered into an amendment, waiver or other modification reasonably satisfactory to the Administrative Agent of each Financing Agreement evidencing the existing Indebtedness of such Subsidiaries as described on Schedule 7.02 to the Credit Agreement and any other material Indebtedness of such Subsidiaries, in each case to the extent required by such Financing Agreement to maintain compliance therewith (including, without limitation, the various Financing Agreements among certain Subsidiaries of Holdings and The Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) Ltd., Credit Suisse, AIG Commercial Equipment Finance, Inc. and Berenberg Bank (but excluding the Financing Agreement with Commerzbank AG), and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received an Officer’s Certificate signed by a duly authorized officer of Holdings and attaching and certifying to be true, correct and complete, a fully executed copy of each such amendment, waiver or modification. (i) reimbursement or payment of its costs and expenses incurred The fee letter(s) required to be entered into in connection with the preparationthis Amendment shall have been duly executed and delivered by Holdings, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and the other parties thereto and shall be in full force and effect and (ii) executed counterparts of this any fees payable pursuant to such fee letter(s) on the Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) No. 2 Effective Date shall have been consummated and effected in accordance with the terms of such Merger Agreement, paid. (iid) the Borrower Partnership Agreement The Borrowers shall have been amended paid all reasonable unpaid fees and restated in the form expenses of the Amended Administrative Agent’s counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, to the extent that copies of invoices for such fees and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall expenses have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments delivered to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit AgreementBorrowers.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner the rights shall become effective upon satisfaction of the Lenders hereunderfollowing conditions precedent (such date, it is understood and agreed that:the “First Amendment Effective Date”): (a) the amendment being made receipt by Sections 4 and 7 of this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received of executed signature pages to this Amendment from (i) reimbursement the Borrower, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or payment assistant secretary, which shall certify the resolutions of its costs board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) receipt by the Administrative Agent of the legal opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the fees agreed to be paid to them by the Borrower in connection with this Amendment and (ii) to the Administrative Agent (or its affiliates) all reasonable fees and expenses, including reasonable fees and expenses incurred of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effectiveand, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) aboveany such expenses, it is understood and agreed that any amendments for which invoices in reasonable detail shall have been presented to the agreements referred Borrower prior to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clausesFirst Amendment Effective Date); and (ce) until receipt by the Administrative Agent of such time documents, certificates and other instruments as this Amendment shall have become effective as provided in paragraph (b) abovethe Administrative Agent or its counsel may reasonably request relating to the organization, all existence and good standing of the terms and conditions of Obligors, the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms authorization of this Amendment or otherwiseand the transactions contemplated hereby and any other legal matters relating to the Obligors, except as any such Default or Event of Default shall have been hereafter expressly waived this Amendment, the other Loan Documents and the transactions contemplated hereby, all in writing in accordance with form and substance reasonably satisfactory to the requirements of the Credit AgreementAdministrative Agent.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner shall be effective on the rights of date (the Lenders hereunder, it is understood and agreed that: “Effective Date”) on which (a) the amendment being Debtors have received all of the Required Amendment Parties’ signature pages to this Amendment; and (b) funds and accounts advised or sub-advised by Fidelity Management & Research Company or one of its affiliates, in their capacity as beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of the EFH Legacy Notes, EFH LBO Notes and EFIH Second Lien Notes have executed and delivered to the other Parties to the Second Amended Plan Support Agreement signature pages to the Second Amended Plan Support Agreement. Following the Effective Date, whenever the Original Plan Support Agreement or First Amended Plan Support Agreement is referred to in any agreements, documents, and instruments, such reference shall be deemed to be to the Second Amended Plan Support Agreement. [Signature pages redacted] EXHIBIT B SECOND AMENDED PLAN SUPPORT AGREEMENT (CONFORMED) EXECUTION VERSION THIS PLAN SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. AMENDED & RESTATED PLAN SUPPORT AGREEMENT This PLAN SUPPORT AGREEMENT (this “Agreement”)1 is made and entered into as of September 11, 2015 (the “Agreement Effective Date”), by Sections 4 and 7 among the following parties: (i) Energy Future Holdings Corp., a Texas corporation (“EFH”); (ii) Energy Future Intermediate Holding Company LLC (“EFIH”), a Delaware limited liability company and a direct, wholly-owned subsidiary of this Amendment shall EFH; (iii) EFH Corporate Services Company (“EFH Corporate Services”), a Delaware corporation and a direct, wholly-owned subsidiary of EFH; (iv) EFIH Finance Inc. (“EFIH Finance,” and together with EFIH, the “EFIH Debtors”), a Delaware corporation and a direct, wholly-owned subsidiary of EFIH; (v) Energy Future Competitive Holdings Company LLC (“EFCH”), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFH; (vi) Texas Competitive Electric Holdings Company LLC (“TCEH”), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFCH; (vii) each of TCEH’s direct and indirect subsidiaries listed on the signature pages hereto (the “TCEH Subsidiaries,” and together with TCEH and EFCH, the “TCEH Debtors”); and (viii) each of EFH’s other direct and indirect subsidiaries listed on the signature pages hereto (each of the foregoing entities identified in subclauses (i) through (viii) a “Debtor” and, collectively, the “Debtors”); (i) Anchorage Capital Master Offshore, Ltd. and PCI Fund LLC, (ii) Arrowgrass Master Fund Ltd., (iii) Arrowgrass Distressed Opportunities Fund Limited, (iv) BlackRock Financial Management, Inc., solely on behalf of the undersigned funds and accounts under management, (v) Centerbridge Partners L.P., solely on behalf of the undersigned funds and accounts it manages or advises, (vi) GSO Capital Partners LP, solely on behalf of the undersigned funds and accounts it manages or advises (collectively, “GSO”), (vii) Taconic Capital Advisors L.P., on behalf of funds and accounts under management, (viii) Balyasny Asset Management, L.P., solely on behalf of the undersigned funds and accounts it manages or advises, (ix) BHR Capital LLC, solely on behalf of the undersigned funds and accounts it manages or advises, (x) Cyrus Capital Partners, L.P., solely on behalf of the undersigned funds and accounts it manages or advises, and (xi) Deutsche Bank Securities Inc. (each referred to herein as a “Creditor-Investor Party” and collectively referred to herein as the “Creditor-Investor Parties”); 1 Unless otherwise indicated, capitalized terms used but not become effectiveotherwise defined herein have the meaning ascribed to such terms in the Plan, as defined below. (c) (i) ▇▇▇▇ Power Holdings, L.L.C. (“▇▇▇▇”), (ii) Pecos Partners, L.P., (iii) Flourish Investment Corporation, and (iv) Avenue Capital Management II, L.P. (“Avenue”) (each, including ▇▇▇▇, referred to herein as a “▇▇▇▇-Investor Party” and collectively referred to herein as the “▇▇▇▇-Investor Parties”); (d) (i) Ovation Acquisition I, L.L.C. (“Parent”) and (ii) Ovation Acquisition II, L.L.C. (“OV2,” and together with the Creditor-Investor Parties, the ▇▇▇▇-Investor Parties, and Parent, the “Investor Parties”); (e) Texas Energy Future Holdings Limited Partnership (“Texas Holdings”), a Texas limited partnership, which holds approximately 99.26% of the outstanding equity interests in EFH; (f) Texas Energy Future Capital Holdings LLC, a Delaware limited liability company and the general partner of Texas Holdings (“TEF”); (g) Kohlberg Kravis ▇▇▇▇▇▇▇ & Co., L.P., TPG Capital, L.P. and ▇▇▇▇▇▇▇, Sachs & Co. (collectively, the “Sponsor Managers”) in their capacities as managers and agents for funds holding indirect equity interests in EFH (collectively, in such capacities, the “Sponsors” and, together with Texas Holdings and TEF, the “Consenting Interest Holders”); (h) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH First Lien Lenders”) that hold claims2 (the “TCEH Credit Agreement Claims”) against the TCEH Debtors under that certain Credit Agreement, dated as of October 10, 2007 (as amended from time to time, the “TCEH Credit Agreement”), by and among, inter alia, TCEH, as borrower, EFCH and the TCEH Subsidiaries, as guarantors, Wilmington Trust, N.A., as successor administrative agent and collateral agent (the “TCEH First Lien Agent”), and the Borrower shall have no rights under this Amendment lenders from time to time party thereto; (i) the TCEH First Lien Agent, solely in its capacity as such and solely with respect to Sections 4 6.1 and 7, until the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders12.4 hereof; (bj) the amendments being made undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH First Lien Noteholders”) that hold claims (the “TCEH First Lien Note Claims”) against the TCEH Debtors arising out of the 11.50% fixed senior secured notes due October 1, 2020 (the “TCEH First Lien Notes”) issued pursuant to that certain Indenture, dated as of April 19, 2011, by this Amendment and among, inter alia, TCEH and TCEH Finance, as issuers, EFCH and the TCEH Subsidiaries, as guarantors, and Delaware Trust Company (other than f/k/a CSC Trust Company of Delaware), as successor trustee; 2 As used herein the amendments effected term “claim” has the meaning ascribed to such term as set forth in section 101(5) of the Bankruptcy Code. (k) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH First Lien Swap Counterparties”) that hold claims (the “TCEH First Lien Swap Claims”) against the TCEH Debtors arising out of or related to the interest rate swaps entered into by Sections 4 TCEH and 7 hereofsecured by a first lien on the same collateral as the TCEH Credit Agreement Claims and TCEH First Lien Note Claims; (l) shall not become effectivethe undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH First Lien Commodity Hedge Counterparties,” and together with the Consenting TCEH First Lien Lenders, Consenting TCEH First Lien Noteholders and Consenting TCEH First Lien Swap Counterparties, the “Consenting TCEH First Lien Creditors”) that hold claims (the “TCEH First Lien Commodity Hedge Claims,” and together with the TCEH Credit Agreement Claims, TCEH First Lien Note Claims and TCEH First Lien Swap Claims, the “TCEH First Lien Claims”) against the TCEH Debtors arising out of or related to the commodity ▇▇▇▇▇▇ entered into by TCEH and secured by a first lien on the same collateral as the TCEH Credit Agreement Claims and TCEH First Lien Note Claims; (m) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH Unsecured Noteholders”) that hold claims (the “TCEH Unsecured Note Claims”) against the TCEH Debtors arising out of the 10.25% Fixed Senior Notes due 2015 (including Series B) and 10.50%/11.25% Senior Toggle Notes due 2016 issued pursuant to that certain Indenture dated as of October 31, 2007 by and among, inter alia, TCEH and TCEH Finance, as issuers, and EFCH and the TCEH Subsidiaries, as guarantors, and Law Debenture Trust Company of New York, as successor indenture trustee to The Bank of New York Mellon (the “TCEH Unsecured Notes Indenture Trustee”); (n) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH Second Lien Noteholders,” and together with the Consenting TCEH First Lien Creditors and the Consenting TCEH Unsecured Noteholders, the “Consenting TCEH Creditor Parties”) that hold claims (the “TCEH Second Lien Note Claims,” and, together with the TCEH Unsecured Note Claims, the “TCEH Note Claims”) against the TCEH Debtors arising out of the 15.0% Fixed Senior Secured Second Lien Notes due 2021 (including Series B) issued pursuant to that certain Indenture dated as of October 6, 2010, by and among, inter alia, TCEH and TCEH Finance, as issuers, EFCH and the TCEH Subsidiaries, as guarantors, and Wilmington Savings Fund Society, as successor indenture trustee to The Bank of New York Mellon; (o) the statutory committee of unsecured creditors of the TCEH Debtors and EFH Corporate Services appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code by the U.S. Trustee on May 13, 2014 (the “TCEH Official Committee”); (p) the undersigned funds and accounts advised or sub-advised by Fidelity Management & Research Company or one of its affiliates (collectively, the “Fidelity Funds”); (q) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting EFIH PIK Noteholders”) that hold claims (the “EFIH PIK Note Claims”) against the EFIH Debtors arising out of the 11.25%/12.25% senior toggle notes due December 1, 2018, issued pursuant to that certain Indenture (as amended and/or supplemented, the “EFIH PIK Notes Indenture”) dated as of December 5, 2012, by and among, inter alia, the EFIH Debtors, as issuers, and UMB Bank, N.A., as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (the “EFIH PIK Notes Trustee”); and (r) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders, if any (collectively, the “Consenting EFIH Second Lien Noteholders,” and together with the Consenting TCEH Creditor Parties, the Fidelity Funds, and the Borrower shall have no rights under this Amendment with respect to any such amendments until Consenting EFIH PIK Noteholders, the “Consenting Creditor Parties”), that hold claims (the “EFIH Second Lien Note Claims”) against the EFIH Debtors arising out of (i) the merger of Grand Ohio11.0% senior secured second lien notes due October 1, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement2021, and/or (ii) the Borrower Partnership Agreement shall have been amended 11.75% senior secured second lien notes due March 1, 2022, issued pursuant to that certain Indenture dated as of April 25, 2011, by and restated in among, inter alia, the form EFIH Debtors, as issuers, and Computershare Trust, as successor indenture trustee to The Bank of New York Mellon (the Amended “EFIH Second Lien Notes Trustee”). Each Debtor, each Investor Party, each Consenting Interest Holder, each Consenting Creditor Party, the TCEH Official Committee, and, solely with respect to Sections 6.1 and Restated Agreement 12.4 of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger this Agreement, the TCEH First Lien Agent is referred to herein as a “Party” and are collectively referred to herein as the “Parties.” If the EFH Notes Trustee, EFIH PIK Notes Trustee or EFIH Second Lien Notes Trustee executes and delivers pursuant to Section 14.8 hereof a signature page to this Agreement, as contemplated in Sections 4.1(g), (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (iih) and (iii) abovei), it is understood and agreed that any amendments to the agreements referred to therein (then such EFH Notes Trustee, EFIH PIK Notes Trustee or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (EFIH Second Lien Notes Trustee, as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) aboveapplicable, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreement.a Party hereunder. RECITALS

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner the rights shall become effective as of the Lenders hereunder, it is understood and agreed thatdate hereof (the “Amendment Effective Date”) upon satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from Holdings, the amendment being made by Sections 4 Tranche A Borrower and 7 each Lender party to the Existing Bridge Credit Agreement a counterpart of this Amendment shall not become effectiveAmendment, and the Borrower shall have no rights under signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment with respect to Sections 4 and 7, until the Amendment); (b) The Administrative Agent shall have received a final executed copy of (i) reimbursement the Acquisition Agreement Amendment, which shall be in form and substance reasonably satisfactory to the Arrangers, and (ii) the Amendment No. 1 to the Amended Credit Agreement dated as of the date hereof among the parties thereto; (c) The Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date and signed on behalf of the Tranche A Borrower by a Responsible Officer or payment a Financial Officer of its costs the Tranche A Borrower, confirming (i) that all representations and expenses incurred warranties set forth in connection with this Amendment and the preparation, execution other Loan Documents as amended by this Amendment are true and delivery correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, except that (A) to the extent that any such representation or warranty is stated to relate solely to an earlier date, such certificate shall confirm that such representation or warranty is true and correct in all material respects as of such earlier date and (B) with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, such certificate shall confirm that such representation or warranty is true and correct in all respects; and (ii) no Default or Event of Default exists and is continuing on the Amendment Effective Date after giving effect to this Amendment; (d) The Lenders, the Administrative Agent, and the Arrangers shall have received all fees and expenses required to be paid by the applicable Loan Parties (including, without limitation, the reasonable fees and documented out-of-pocket expenses fees, charges and disbursements of outside ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for to the Administrative Agent with respect thereto, and Agent) for which invoices have been presented to the Tranche A Borrower at least 3 Business Days prior to the Amendment Effective Date (ii) executed counterparts of this Amendment from or such later date as the Borrower, the Guarantors and the Required Lenders;Tranche A Borrower shall permit in its reasonable discretion); and (be) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the The Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel an amendment fee for the Administrative Agent with respect thereto, and (y) executed counterparts account of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that each Lender party hereto in the case an amount equal to 0.10% of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement Lender’s Tranche B Commitment as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit AgreementDate.

Effectiveness of Amendment. Notwithstanding any other provision of this Amendment The amendments to the Credit Agreement and without affecting the GCA set forth in any manner the rights Section 1 hereof shall become effective as of the Lenders hereunder, it is understood and agreed thatfirst date (the "Amendment Effective Date") on which the following conditions have been satisfied: (a) The Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the amendment being made signatures of the Borrower, the Guarantors, the Required Lenders and the Collateral Agent. (b) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by Sections 4 the Chief Executive Officer or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and 7 (b) of Section 4.02 of the Credit Agreement. (c) The Administrative Agent shall have received on the Amendment Effective Date favorable legal opinions of ▇▇▇▇▇ ▇▇▇▇, General Counsel of the Borrower, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P. and each other counsel to the Borrower and to the Guarantors or to the Administrative Agent as shall be required in order to cause the Collateral and Guarantee Requirement to be satisfied, including without limitation, counsel in Japan, the Netherlands, Mexico and the United Kingdom, in each case, addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date, covering such matters relating to this Amendment, the Credit Agreement and the GCA, in each case, as amended and restated hereby, and the other Loan Documents and security interests thereunder, as the Administrative Agent may reasonably request, and each such opinion shall be reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment shall not become effective, and the Borrower transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (e) To the extent deemed necessary or appropriate by the Administrative Agent, (i) each Security Document required to be executed to satisfy the Deferred Collateral Requirement and (ii) the Intercreditor Agreement and the Acknowledgment and Consent, in each case shall have no rights under this Amendment with respect been executed and delivered. The Collateral and Guarantee Requirement shall have been satisfied and the benefits of and the security provided by the Security Documents shall extend to Sections 4 and 7the Obligations, until as defined in the GCA after giving effect to the Amendments hereunder. (f) To the extent invoiced, the Administrative Agent shall have received (i) payment or reimbursement or payment of its costs and reasonable out-of-pocket expenses incurred in connection with the preparation, execution this Amendment and delivery of this Amendment, including, without limitation, the reasonable fees and any other out-of-pocket expenses of outside the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit AgreementAgent.

Effectiveness of Amendment. Notwithstanding any other provision of this This Eighth Amendment and without affecting in any manner shall become effective on the rights of date (the Lenders hereunder, it is understood and agreed that: “Effective Date”) on which (a) the amendment being made by Sections 4 and 7 of this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received received, all in form and substance satisfactory to the Administrative Agent: (i) reimbursement or this Eighth Amendment duly executed by each of the Borrower, the Lenders (including, without limitation, the New Lender) and the Administrative Agent; (ii) a Note duly executed by the Borrower, for each Lender which shall have requested a Note prior to the date hereof; (iii) such corporate authorization documents, opinions of counsel and certificates of good standing of the Borrower as the Required Lenders shall require; (iv) payment for the account of its the applicable Lenders of all breakfunding costs (in accordance with Section 2.13 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (v) a pro forma Borrowing Base Certificate (giving effect to the transactions contemplated under this Eighth Amendment), prepared as of a date not more than eight (8) Business Days prior to the Effective Date; (vi) evidence that there shall not have occurred a Material Adverse Effect since March 26, 2021; and (vii) such documentation as the Administrative Agent shall require (as recommended by local counsel to the Administrative Agent in each relevant jurisdiction) in respect of Collateral located in Switzerland; and (b) the Borrower shall have paid to the Administrative Agent in immediately available funds (i) all costs and expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment, Eighth Amendment (including, without limitation, the reasonable legal fees and out-of-pocket expenses disbursements of outside counsel for to the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) for which an invoice shall have been consummated and effected in accordance with the terms of such Merger Agreementprovided), (ii) such fees (which shall be fully earned when paid and non-refundable) for the sole account of Rabobank (as an Increasing Lender) as are required to be paid on or prior to the date hereof pursuant to the Rabobank Fee Letter dated July 16, 2021 between the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger AgreementAdministrative Agent, (iii) such fees (which shall be fully earned when paid and non-refundable) for the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form sole account of the Second Amended New Lender as are required to be paid on or prior to the date hereof pursuant to the New Lender Fee Letter dated July 16, 2021 between the Borrower and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement the Administrative Agent and (iv) the Administrative Agent such fees (which shall have received (xbe fully earned when paid and non-refundable) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts sole account of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments Macquarie Bank Limited as are required to be paid on or prior to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing date hereof pursuant to the terms of Macquarie Fee Letter dated July 16, 2021 between the Credit Agreement as of Borrower and the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit AgreementAdministrative Agent.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner the rights shall become effective retroactively to December 31, 1999 as of the Lenders hereunderfirst date (the "Amendment Effective Date") on which the Agent shall have received the following documents (each of which shall be in form and substance satisfactory to the Agent and, it is understood and agreed that:other than the Term Notes referred to below, in sufficient copies for each Lender): (a) the amendment being made by Sections 4 and 7 of this Amendment shall not become effective, duly executed and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from delivered by the Borrower, the Guarantors each Lender and the Required LendersAgent; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 an Amended and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated Restated Term Note in the form attached hereto as ANNEX A, properly completed and duly executed and delivered by the Borrower payable to each Lender; (c) a certificate of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form Secretary of the Second Amended Borrower having attached thereto the articles or certificate of incorporation and Restated Agreement bylaws of Limited Partnership the Borrower as in effect on the Amendment Effective Date (or containing the certification of Buckeye GP Holdings L.P. attached as Annex A such Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date on which such documents were delivered to such Merger Agreement the Lenders pursuant to the Loan Agreement), all corporate action, including shareholders' approval, if necessary, taken by the Borrower and/or its shareholders to authorize the execution, delivery and (iv) performance of this Amendment, and to the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred further effect that the incumbency certificate delivered in connection with the preparationoccurrence of the Effective Date remains in effect, execution and delivery unchanged; (d) a certificate of this Amendmentthe president or any vice-president of the Borrower on behalf of the Borrower stating that, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred best of his knowledge and based on an examination reasonably believed by him to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant sufficient to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed enable him to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; andmake an informed statement, (ci) until such time as this Amendment shall have become effective as provided in paragraph (b) aboveafter giving effect to the Amendment, all of the terms representations and conditions warranties made or deemed to be made under the Loan Agreement are true and correct in all material respects as of the Credit Agreement date hereof, and (ii) after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred exists, and the Agent shall be continuing pursuant satisfied as to the terms truth and accuracy thereof; (e) the Confirmation of Guarantors attached hereto as ANNEX B duly executed and delivered by each Guarantor; (f) an amendment fee to the Agent for the Ratable benefit of the Credit Agreement Lenders in the amount of $125,000 which fee is earned on the date hereof and is not subject to rebate or refund and shall be payable in two installments: the first installment, payable on the date hereof, shall be in the amount of $75,000 and the second installment, payable on April 1, 2000, shall be in the amount of $50,000; PROVIDED, HOWEVER, that the second installment shall not be payable if the Borrower shall have received, on or prior to April 1, 2000, an amount in settlement of certain past due Receivables, which, had such amount been included in the computation of the Borrower's 1999 financial results, would have resulted in a Fixed Charge Coverage Ratio of the Borrower and its Consolidated Subsidiaries as of the Sixth Amendment Effective Date shall be deemed December 31, 1999 of at least 1.25 to have been cured 1 or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements consolidated Net Income of the Credit AgreementBorrower and its Consolidated Subsidiaries for Fiscal Year 1999 of at least $3,300,000; and (g) such other documents and instruments as the Agent or any Lender may reasonably request.

Effectiveness of Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that: (a) the amendment being made by Sections 4 and 7 of this This Amendment shall not become effective, and effective until all of the Borrower following conditions shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received been satisfied: (i) reimbursement the absence of any default or payment Event of its costs Default under any of the Leases or the Schedules; (ii) the representations and expenses incurred warranties of the Lessees in connection Section 3 hereof shall be true and correct in all material respects at such time; (iii) concurrently with the preparation, execution and delivery effectiveness of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses effectiveness of outside counsel for all provisions of the Administrative Agent with respect thereto, and (ii) executed counterparts of this Senior Credit Agreement Amendment from in the Borrower, the Guarantors and the Required Lendersform set forth as Exhibit C hereto; (biv) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger absence of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions a Default or an Event of Default as provided and defined in Articles II and III the Senior Credit Agreement; (v) concurrently with the effectiveness of this Amendment, the effectiveness of all provisions of the Second Lien Credit Agreement Amendment in the form set forth as Exhibit D hereto; (vi) concurrently with the effectiveness of this Amendment, the consummation of all transactions required pursuant to the Merger Agreement (in the form set forth as Exhibit E hereto, with any changes to such form after the date hereof that could not reasonably be expected to be materially adverse to the interest of Lessors) on the closing date thereunder; (vii) the absence of a Default or an Event of Default as provided and defined in this Amendmentthe Second Lien Credit Agreement; (viii) before giving effect to the FDN Merger Transaction, there shall have been consummated and effected in accordance with the terms of such Merger Agreementno (i) Material Adverse Effect since December 31, 2002, or (ii) the Borrower Partnership Agreement shall have been amended Material Adverse Change (as “Material Adverse Effect” and restated “Material Adverse Change” are defined in the form of the Amended Senior Credit Agreement and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Lien Credit Amendment, including, without limitation, in each case as in effect on the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clausesdate hereof); and (cix) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions written information provided by or on behalf of the Credit Agreement (after giving effect only Parent or the Lessees to the amendment made by Sections 4 Lessors prior to the Effective Date, including all written information regarding FDN and 7 the FDN Merger Transaction, shall be true, correct and complete in all material respects as of this Amendment) shall remain in full force and effectthe date specified therein, and no Default or Event of Default that may exist or additional information shall have occurred and be continuing pursuant come to the terms attention of the Parent or the Lessees that could reasonably be expected to have a Material Adverse Effect or result in a Material Adverse Change (as “Material Adverse Effect” and “Material Adverse Change” are defined in the Senior Credit Agreement and the Second Lien Credit Amendment, in each case as of in effect on the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreementdate hereof).

Effectiveness of Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that: (a) the amendment being made by Sections 4 and 7 of this This Seventh Amendment shall not become effective, and effective on the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until date (the “Effective Date”) on which (a) the Administrative Agent shall have received received, all in form and substance satisfactory to the Administrative Agent: (i) reimbursement this Seventh Amendment duly executed by each of the Borrower, the Lenders (including, without limitation, the New Lender and the Departing Lender) and the Administrative Agent; (ii) upon request, a Note duly executed by the Borrower in favor of the New Lender and each Increasing Lender, reflecting the new or payment increased (as applicable) Revolving Line Portion effected hereunder; (iii) the Seventh Amendment Fee Letter - Lenders, dated on or around the date hereof, between the Administrative Agent and the Borrower (the “Seventh Amendment Fee Letter - Lenders”), duly executed by the Borrower; (iv) the Seventh Amendment Fee Letter – Agent, dated on or around the date hereof, between the Administrative Agent and the Borrower (the “Seventh Amendment Fee Letter – Agent”), duly executed by the Borrower; and (v) such corporate authorization documents and opinions of counsel as the Required Lenders shall require. (b) The Borrower shall have paid to the Administrative Agent in immediately available funds, (i) for the account of the applicable Lenders, the fees set forth in the Seventh Amendment Fee Letter – Lenders, (ii) for its own account, the fees set forth in the Seventh Amendment Fee Letter – Agent, which are required to be paid on or prior to the Effective Date and (iii) all costs and expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment, Seventh Amendment (including, without limitation, the reasonable legal fees and out-of-pocket expenses disbursements of outside counsel for to the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders;for which an invoice shall have been provided). (bc) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the The Borrower shall have no rights under this Amendment with respect paid to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received for the account of the applicable Lenders (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) aboveDeparting Lender), all of the terms and conditions of the Credit Agreement breakfunding costs (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements Section 2.13 of the Credit Agreement) incurred by each Lender (including, without limitation, the Departing Lender) in connection with the operation of Section 2 above.

Effectiveness of Amendment. Notwithstanding any other provision The provisions of this Amendment and without affecting in any manner the rights shall become effective as of the Lenders hereunderAmendment No. 2 Effective Date upon the satisfaction of each of the following conditions, it is understood in each case in a manner and in form and substance satisfactory to the Administrative Agent (unless otherwise agreed that:to in writing by the Administrative Agent): (a) On or prior to January 4, 2010, the amendment being Borrowers shall have made by Sections 4 and 7 a prepayment of this the Term Loan in an aggregate amount equal to $9,500,000 which such prepayment shall be applied against the March 31, 2010 amortization payment required under Section 2.07 of the Credit Agreement; and (b) Total Revolving Credit Outstanding shall not exceed the Revolving Credit Facility; and (c) This Amendment shall not become effectivehave been duly executed and delivered by each of the Borrowers, Holdings, the Administrative Borrower, the Guarantors, the Administrative Agent and the Borrower Required Lenders and shall have no rights under this Amendment with respect to Sections 4 be in full force and 7, until the effect; and (d) The Administrative Agent shall have received signed Officer’s Certificates, certified by a duly authorized officer of each Borrower and each Guarantor to be true and complete, (a) of the records of all corporate (or equivalent) action taken by such Borrower or such Guarantor to authorize (i) reimbursement such Borrower’s or payment of its costs and expenses incurred in connection with the preparation, such Guarantor’s execution and delivery of this Amendment, and (ii) such Borrower’s and such Guarantor’s entry into and carrying out the terms of this Amendment and the Credit Agreement, as amended hereby, and (b) of the Organization Documents; and (e) The applicable Subsidiaries of the Loan Parties shall have entered into amendments, waivers or other modifications reasonably satisfactory to the Administrative Agent of each loan agreement evidencing the existing Indebtedness of such Subsidiaries of the Loan Parties described on Schedule 7.02 of the Credit Agreement (including, without limitation, the reasonable fees various loan agreements among certain Subsidiaries of Holdings and out-of-pocket expenses The Royal Bank of outside counsel for the Administrative Agent with respect theretoScotland plc, DVB Group Merchant Bank (Asia) Ltd., Credit Suisse, AIG Commercial Equipment Finance, Inc, Commerzbank AG and Berenberg Bank), and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received a signed Officer’s Certificate, certified by a duly authorized officer of Holdings to be true and complete, attaching true, correct and complete fully executed copies of each such amendment, waiver and modification to each such loan agreement, together with each such loan agreement, as in effect immediately prior to the Amendment No. 2 Effective Date; and (xf) reimbursement On or payment prior to January 4, 2010, the Borrowers shall have paid (i) to the Administrative Agent, for its own account, all fees set forth in the Fee Letter dated as of its costs December 3, 2009 and expenses incurred in connection with (ii) to the preparationAdministrative Agent, execution and delivery for the pro rata account of each Lender executing this Amendment, includingan amendment fee (the “Amendment Fee”) in an amount equal to twenty five (25) basis points of such Lender’s aggregate Revolving Credit Commitment and outstanding Term Loans (prior to giving effect to this Amendment), without limitationin accordance with the Fee Letter dated as of December 3, the 2009; and (g) The Borrowers shall have paid all reasonable unpaid fees and out-of-pocket expenses of outside counsel the Administrative Agent’s counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, to the extent that copies of invoices for such fees and expenses have been delivered to the Borrowers; and (h) Since June 30, 2009, there shall have been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (other than the effect of any noncash impairment charges incurred during each fiscal year of Holdings and its Subsidiaries ending December 31, 2008 and December 31, 2009 in respect of any of Holdings’ or its Subsidiaries’ goodwill and Vessels, and it being further understood that financial performance consistent with the projected financial performance of Holdings and its Subsidiaries outlined in the financial projections delivered to the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; providedLenders as of November 22, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and 2009 shall not be deemed to constitute a failure by Borrower material adverse change), and there shall have been no material adverse change in the facts and information regarding the Loan Parties as presented to satisfy the conditions set forth in such clausesAdministrative Agent; and (ci) until such time as this Amendment The Lenders shall have become effective as provided in paragraph received satisfactory evidence that the Administrative Agent (bfor itself and the other Secured Parties) above, shall have a valid and perfected first priority Lien on all of the terms Collateral and conditions other assets of the Credit Agreement Loan Parties (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effectincluding, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms without limitation, each of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default Vessels); and (j) The Administrative Agent shall have been hereafter expressly waived received such other items, documents, agreements or actions as the Administrative Agent may reasonably request in writing in accordance with order to effectuate the requirements of the Credit Agreementtransactions contemplated hereby.

Effectiveness of Amendment. Notwithstanding any other provision of this This Amendment and without affecting in any manner the rights amendments contained herein shall become effective on the date (the “Second Amendment Effective Date”) when each of the Lenders hereunder, it is understood and agreed thatconditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) the amendment being made by Sections 4 and 7 of this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the The Administrative Agent shall have received (i) reimbursement or payment an executed copy of its costs the Karta Stock Purchase Agreement, and expenses incurred in connection with the preparationall other documents, execution agreements and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect instruments related thereto, and (ii) executed counterparts as well as copies of this Amendment from the Borrowercancelled stock certificates of the holders of the outstanding stock of Karta immediately prior to the consummation of the Karta Transaction, the Guarantors and the Required Lenders;new stock certificate issued by Karta to NCI Virginia. (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the The Administrative Agent shall have received (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery counterparts of this Amendment, includingduly executed and delivered on behalf of each Borrower, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretoand the Revolving Credit Lenders, and (y) the Assumption Agreement, duly executed counterparts and delivered on behalf of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; andKarta. (c) until such time as this Amendment The Borrowers shall have become effective as provided in paragraph (b) above, all of the terms executed and conditions of the Credit Agreement (after giving effect only delivered to the amendment made by Sections 4 Administrative Agent new Revolving Notes in the respective amounts of each Revolving Commitment. (d) No event shall have occurred and 7 be continuing that constitutes an Event of this Amendment) shall remain in full force and effectDefault, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both, and no Default or Event of Default that may exist or shall have occurred and be continuing pursuant nor shall result from any Additional Revolving Commitment Amount. (e) All representations and warranties of the Borrowers contained in the Loan Agreement shall be true and correct in all material respects at the Second Amendment Effective Date as if made on and as of such Second Amendment Effective Date. (f) The Borrowers shall have delivered to the terms Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers to authorize the execution and delivery of this Amendment, and, in the case of Karta, the Assumption Agreement, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate and operating agreement of the Credit Borrowers since the date of the Loan Agreement, and, in the case of Karta, copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of Karta, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrowers executing this Amendment, and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (g) All of the conditions in Section 8.2 of the Loan Agreement with respect to the Borrowers, and in Section 8.3 of the Loan Agreement with respect to Karta, shall have been satisfied. (h) The Administrative Agent shall have received (1) an accounts receivable aging and a contract status and backlog report for the most recent fiscal quarter, in form and substance satisfactory to the Administrative Agent, (2) the financial statements of the Company for the period ended on March 31, 2007, and (3) a Covenant Compliance Certificate for the period ending March 31, 2007, but dated as of the Sixth Second Amendment Effective Date shall be deemed and giving effect to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwiseRevolving Loans disbursed on such date, except as any such and certifying that no Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements exists as of the Credit AgreementSecond Amendment Effective Date, nor would any Default or Event of Default occur after giving effect to the Karta Transaction. (i) All documents delivered pursuant to this Amendment must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. Notwithstanding any other provision of this This Sixth Amendment and without affecting in any manner shall become effective on the rights of date (the Lenders hereunder, it is understood and agreed that: “Effective Date”) on which (a) the amendment being made by Sections 4 and 7 of this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received received, all in form and substance satisfactory to the Administrative Agent: (i) reimbursement or payment this Sixth Amendment duly executed by each of its costs and expenses incurred in connection with the preparationBorrower, execution and delivery of this Amendment, the Lenders (including, without limitation, the reasonable fees Departing Lenders and out-of-pocket expenses of outside counsel for the New Lenders) and the Administrative Agent with respect thereto, and Agent; (ii) a Note duly executed counterparts of this Amendment from by the Borrower, for each Lender which shall have requested a Note prior to the Guarantors date hereof; (iii) such corporate authorization documents, opinions of counsel and certificates of good standing of the Borrower as the Required Lenders shall require; (iv) payment for the account of the applicable Lenders of all breakfunding costs (in accordance with Section 2.13 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (v) a pro forma Borrowing Base Certificate (giving effect to the transactions contemplated under this Sixth Amendment), prepared as of a date not more than eight (8) Business Days prior to the Effective Date; (vi) UCC lien searches for the Borrower from the State of Delaware, disclosing no Liens other than those in favor of the Administrative Agent, and Permitted Encumbrances, and other searches as requested by the Lenders; (bvii) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) evidence that there shall not become effectivehave occurred a Material Adverse Effect since December 31, and 2020; (viii) written evidence of the Borrower shall have no rights under this Amendment with respect to any such amendments until termination of (i) each metals lease between the merger of Grand Ohio, LLC with Borrower and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger AgreementNatixis, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to any liens securing such Merger Agreementmetals leases, (iii) each UCC financing statement filed by Natixis in respect thereof naming the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in Borrower as the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement debtor thereunder and (iv) the Administrative Agent shall have received Intercreditor Agreement dated as of August 15, 2018 (xas amended, supplemented or otherwise modified from time to time) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for between the Administrative Agent with respect thereto, and (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clausesNatixis; and (cix) until such time documentation as this Amendment the Administrative Agent shall have become effective require (as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only recommended by local counsel to the amendment made by Sections 4 Administrative Agent in each relevant jurisdiction) in respect of Collateral located in Mexico,1 Switzerland and 7 of this Amendment) shall remain in full force Germany and effectother jurisdictions, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreement.applicable; and