Common use of EXCULPATION PROVISIONS Clause in Contracts

EXCULPATION PROVISIONS. 68 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Commitments Exhibit A - Form of Notice of Borrowing Exhibit B - Form of Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - Form of Assignment Agreement Exhibit E-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof Exhibit F - Form of Guaranty Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.22 - Structure and Ownership of Subsidiaries Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into as of October 1, 2004, among BUCKEYE PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware (the "BORROWER"); each of the lenders that is a signatory hereto or that becomes a signatory hereto as provided in Section 12.06 (together with their successors and assigns, the "LENDERS"); SUNTRUST BANK ("SUNTRUST"), as administrative agent for the Lenders (in such, capacity, together with its successors in such capacity, the "AGENT").

EXCULPATION PROVISIONS. 68 80 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Commitments Exhibit A - Form of Notice of Borrowing Note Exhibit B - Form of Continuation and Conversion Request Borrowing Notice Exhibit C - Form of Compliance Certificate Exhibit D - Form of Assignment Agreement Exhibit E-1 Schedule 1.1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 Deepwater Oil and Gas Properties Schedule 7.01(b) - Unrestricted Subsidiaries as of the Date Hereof Exhibit F - Form of Guaranty Capitalization Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.21 - Material Agreements Schedule 7.22 - Structure and Ownership of Subsidiaries Gas Imbalances Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments6 THIS CREDIT AGREEMENT, Loans and Advances THIS BRIDGE LOAN AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1June 29, 20042001, is among BUCKEYE PARTNERS, L.P.CALXXX XXTROLEUM COMPANY, a limited partnership corporation formed under the laws of the State of Delaware (the "BORROWERBorrower"); each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "Lender" and, collectively, the "LENDERSLenders"); SUNTRUST BANK and DUKE CAPITAL PARTNERS, LLC, a Delaware limited liability company (in its individual capacity, "SUNTRUSTDCP"), as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "AGENTAdministrative Agent").

EXCULPATION PROVISIONS. 68 69 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares Maximum Revolving Credit Amounts and Commitments Term Loans Exhibit A A-1 - Form of Notice Revolving Credit Note Exhibit A-2 - Form of Borrowing Term Note Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - List of Security Instruments Exhibit E - Form of Assignment Agreement Exhibit E-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof Borrowing Base Report Exhibit F - Form of Guaranty Officer's Certificate Exhibit G - Due Diligence Items Exhibit H - Form of Subordination Agreement Schedule 3.01 - Term Loan Amortization Schedule Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 7.19 - Environmental Matters Insurance Schedule 7.22 - Structure and Ownership of Subsidiaries Material Agreements Schedule 7.23 - Hedging Agreements Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN CREDIT AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1November 7, 20041997 is among Castle Dental Centers, among BUCKEYE PARTNERS, L.P.Inc., a limited partnership corporation formed under the laws of the State of Delaware (the "BORROWER"); each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "LENDER" and, collectively, the "LENDERS"); SUNTRUST BANK and NationsBank of Texas N.A., a national banking association (in its individual capacity, "SUNTRUSTNATIONSBANK"), as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "AGENT").

EXCULPATION PROVISIONS. 68 70 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Revolving Credit Commitments Exhibit A - Form of Notice of Borrowing Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C B - Form of Compliance Certificate Exhibit D C - Form of Assignment Agreement Exhibit E-1 D-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 D-2 - Unrestricted Subsidiaries as of the Date Hereof Exhibit F E - Form of Guaranty Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.22 - Structure and Ownership of Subsidiaries Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN CREDIT AGREEMENT (as amendedamended , supplemented and modified from time to time, this "AGREEMENT") is entered into as of October 1September 4, 20042002, among BUCKEYE PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware (the "BORROWER"); each of the lenders that is a signatory hereto or that becomes a signatory hereto as provided in Section 12.06 (together with their successors and assigns, the "LENDERS"); SUNTRUST BANK ("SUNTRUST"), as administrative agent for the Lenders (in such, capacity, together with its successors in such capacity, the "AGENT").

EXCULPATION PROVISIONS. 68 70 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Commitments Maximum Credit Amounts Exhibit A A-1 - Form of Notice Note Exhibit A-2 - Form of Borrowing Swing Note Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - List of Security Instruments Exhibit E - Form of Assignment Agreement Exhibit E-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof and Acceptance Exhibit F - Form of Guaranty Borrowing Base Certificate Exhibit G - Form of Acquisition Certificate Schedule 1.01(a) - Eligible Accounts Schedule 1.01(b) - Eligible Inventory Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.20 - Hedging Agreements Schedule 7.22 - Structure and Ownership of Subsidiaries Material Agreements Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN CREDIT AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1March 13, 20041998 is among: PENTACON, among BUCKEYE PARTNERS, L.P.INC., a limited partnership corporation formed under the laws of the State of Delaware (the "BORROWER"); each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "LENDER" and, collectively, the "LENDERS"); SUNTRUST BANK and NATIONSBANK OF TEXAS, N.A., a national banking association (in its individual capacity, "SUNTRUSTNATIONSBANK"), as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "AGENT").

EXCULPATION PROVISIONS. 68 75 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Commitments Maximum Credit Amounts Exhibit A - Form of Notice of Borrowing Note Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - List of Security Instruments Exhibit E - Form of Assignment Agreement Exhibit E-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof Borrowing Base Report Exhibit F - Form of Guaranty Officer's Certificate Exhibit G - Due Diligence Items Exhibit H - Form of Subordination Agreement Schedule 1.1 - Acquired Entities and Existing PC's Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries Schedule 7.19 - Insurance Schedule 7.20 - Management Services Agreements and Partnerships Schedule 7.17 - Environmental Matters Accounts Receivable Purchase Agreements Schedule 7.22 - Structure and Ownership of Subsidiaries Material Agreements Schedule 7.23 - Hedging Agreements Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN AMENDED AND RESTATED CREDIT AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1December 18, 20041998 is among CASTLE DENTAL CENTERS, among BUCKEYE PARTNERS, L.P.INC., a limited partnership corporation formed under the laws of the State of Delaware (the "BORROWER"); each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "LENDER" and, collectively, the "LENDERS"); SUNTRUST BANK and NATIONSBANK, N.A., a national banking association (in its individual capacity, "SUNTRUSTNATIONSBANK"), as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "AGENT").

EXCULPATION PROVISIONS. 68 79 Section 12.17 Hedging Agreement Substitution of Collateral......................................... 80 Section 12.18 Amendment, Restatement and Rearrangement of Prior Debt............................... 80 Section 12.19 Obligations as Senior Indebtedness; Specified Senior Indebtedness.................... 80 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Commitments Maximum Credit Amounts Exhibit A - Form of Notice of Borrowing Note Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - List of Security Instruments Exhibit E - Form of Assignment Agreement Exhibit E-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof Exhibit F - Form of Guaranty Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Structure and Ownership of Subsidiaries Material Agreements Schedule 7.23 - Gas Imbalances Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN CREDIT AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1June 14, 2004, 2004 is among BUCKEYE PARTNERS, L.P.XXXXXX PETROLEUM COMPANY, a limited partnership corporation formed under the laws of the State of Delaware (the "BORROWERBorrower"); each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "Lender" and, collectively, the "LENDERSLenders"); SUNTRUST and UNION BANK OF CALIFORNIA, N.A., (in its individual capacity, "SUNTRUSTUBOC"), as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "AGENTAdministrative Agent")) and as documentation agent.

EXCULPATION PROVISIONS. 68 64 Section 12.18 Arbitration......................................................... 64 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Commitments Term Loan Amounts Exhibit A - Form of Notice of Borrowing Note Exhibit B - Form of Continuation and Conversion Request Compliance Certificate Exhibit C - Form List of Compliance Certificate Security Instruments Exhibit D - Form of Assignment Agreement Exhibit E-1 E - Restricted Subsidiaries as Form of the Date Hereof Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof Joinder Agreement Exhibit F - Form of Guaranty Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.22 7.19 - Structure and Ownership of Subsidiaries Insurance Schedule 7.21 - Hedging Agreements Schedule 7.23 - Material Agreements Schedule 7.24 - Gas Imbalances Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE TERM LOAN AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1April 8, 2004, 2004 is among BUCKEYE PARTNERS, L.P.MISSION RESOURCES CORPORATION, a limited partnership corporation formed under the laws of the State of Delaware (the "BORROWER"); the subsidiaries of the Borrower, each of which is or becomes a signatory hereto as provided in Section 8.13; each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "LENDER" and, collectively, the "LENDERS"); SUNTRUST BANK and Guggenheim Corporate Funding, LLC, (in its individual capacity, "SUNTRUSTGUGGENHEIM"), as administrative collateral agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "COLLATERAL AGENT").

EXCULPATION PROVISIONS. 68 ANNEXES, EXHIBITS AND SCHEDULES 72 Annex I - List of Percentage Shares and Commitments Maximum Credit Amounts Exhibit A - Form of Notice of Borrowing Note Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - Form of Assignment Agreement Legal Opinion of Xxxxxxx Xxxxxx L.L.P. Exhibit E-1 E - Restricted Subsidiaries as List of the Date Hereof Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof Security Instruments Exhibit F - Form of Guaranty Assignment Agreement Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Structure and Ownership of Subsidiaries Material Agreements Schedule 7.23 - Gas Imbalances Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN AMENDED AND RESTATED CREDIT AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1September 21, 2004, among BUCKEYE PARTNERS, L.P.1999 is among: ATP OIL & GAS CORPORATION, a limited partnership corporation formed under the laws of the State of Delaware Texas (the "BORROWERBorrower"); each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "Lender" and, collectively, the "LENDERSLenders"); SUNTRUST and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "SUNTRUSTChase"), as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "AGENTAgent").

EXCULPATION PROVISIONS. 68 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Revolving Credit Commitments Exhibit A A-1 - Form of Notice Revolving Credit Note Exhibit A-2 - Form of Borrowing Swing Line Note Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - Form of Assignment Agreement Exhibit E-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 E - Unrestricted Subsidiaries as of designated on the Closing Date Hereof Exhibit F - Form of Guaranty Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.22 7.21 - Structure and Ownership of Subsidiaries Material Agreements Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN CREDIT AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1December 16, 20041998 is among: BUCKEYE PIPE LINE COMPANY, among L.P., a limited partnership formed under the laws of the State of Delaware (the "Borrower"); BUCKEYE PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware (the "BORROWERBuckeye Partners"); each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "Lender" and, collectively, the "LENDERSLenders"); SUNTRUST BANK FIRST UNION NATIONAL BANK, a national banking association (in its individual capacity, "SUNTRUSTFirst Union"), as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "AGENTAgent"); and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as documentation agent.

EXCULPATION PROVISIONS. 68 74 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares Facility A Maximum Credit Amounts and Commitments Facility B Loans Exhibit A A-1 - Form of Notice Facility A Note Exhibit A-2 - Form of Borrowing Facility B Note Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - List of Loan Documents Exhibit E - Form of Assignment Agreement Exhibit E-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof Exhibit F - Form of Guaranty Letter of Credit Agreement Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Structure and Ownership of Subsidiaries Material Agreements Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN CREDIT AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1, 2004, among BUCKEYE PARTNERS, L.P.December 17 1997 is among: XXXXXX PETROLEUM CORPORATION, a limited partnership corporation formed under the laws of the State of Delaware (the "BORROWERBorrower"); each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "Lender" and, collectively, the "LENDERSLenders"); SUNTRUST and BANK OF MONTREAL, a Canadian bank (in its individual capacity, "SUNTRUSTBMO"), as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "AGENTAgent").

EXCULPATION PROVISIONS. 68 83 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Commitments Exhibit A - Form of Notice of Borrowing Note Exhibit B - Form of Continuation and Conversion Request Compliance Certificate Exhibit C - Form of Compliance Responsible Officer's Certificate Exhibit D - Form of Assignment Agreement Exhibit E-1 - Restricted Subsidiaries as Form of the Date Hereof Maximum Credit Amount Increase Certificate Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof Exhibit F - Form of Guaranty Additional Lender Certificate Schedule 7.01(b) - Capitalization Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, Property, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.21 - Material Agreements Schedule 7.22 - Structure and Ownership of Subsidiaries Gas Imbalances Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - InvestmentsTHIS CREDIT AGREEMENT, Loans and Advances THIS BRIDGE LOAN AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1December 8, 20042003, and amended and restated as of December 23, 2003, is made by and among BUCKEYE PARTNERS, L.P.XXXXXX PETROLEUM COMPANY, a limited partnership formed under the laws of the State of Delaware corporation (the "BORROWER"); each of the lenders that is a signatory hereto or which becomes a signatory hereto pursuant to Section 2.02 or as provided in SECTION 12.06 (individually, together with its successors and assigns, a "LENDER" and, collectively, the "LENDERS"); each of the new lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section SECTION 12.06 (individually, together with their its successors and assigns, a "NEW LENDER" and, collectively, the "NEW LENDERS"); SUNTRUST BANK ("SUNTRUST")and Xxxxx Fargo Bank, National Association, a national banking association, as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "ADMINISTRATIVE AGENT").

EXCULPATION PROVISIONS. 68 74 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares Facility A Maximum Credit Amounts and Commitments Facility B Loans Exhibit A A-1 - Form of Notice Facility A Note Exhibit A-2 - Form of Borrowing Facility B Note Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - List of Loan Documents Exhibit E - Form of Assignment Agreement Exhibit E-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof Exhibit F - Form of Guaranty Letter of Credit Agreement Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Structure Material Agreements Schedule 8.09 - List of Oil and Ownership of Subsidiaries Gas Properties to be mortgaged Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN AMENDED AND RESTATED CREDIT AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October December 1, 2004, among BUCKEYE PARTNERS, L.P.1998 is among: XXXXXX PETROLEUM CORPORATION, a limited partnership corporation formed under the laws of the State of Delaware (the "BORROWER"); each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "LENDER" and, collectively, the "LENDERS"); SUNTRUST and BANK OF MONTREAL, a Canadian bank (in its individual capacity, "SUNTRUSTBMO"), as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "AGENT"); NATIONSBANK, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "SYNDICATION AGENT"); and UNION BANK OF CALIFORNIA, N.A., as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the "DOCUMENTATION AGENT").

EXCULPATION PROVISIONS. 68 78 SECTION 12.17. Separateness............................................................................. 79 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Revolving Credit Commitments Exhibit A - Form of Notice of Borrowing Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C B - Form of Compliance Certificate Exhibit D C - Form of Assignment Agreement Exhibit E-1 D-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 D-2 - Unrestricted Subsidiaries as of the Date Hereof Exhibit F E - Form of Guaranty Schedule 2.02 - Existing Letters of Credit Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.22 - Structure and Ownership of Subsidiaries Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS BRIDGE LOAN CREDIT AGREEMENT (as amendedamended , supplemented and modified from time to time, this "AGREEMENT") is entered into as of October 1August 6, 2004, among BUCKEYE PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware (the "BORROWER"); each of the lenders that is a signatory hereto or that becomes a signatory hereto as provided in Section 12.06 (together with their successors and assigns, the "LENDERS"); ) and SUNTRUST BANK ("SUNTRUST"), as administrative agent for the Lenders (in such, capacity, together with its successors in such capacity, the "AGENT") and as Issuing Bank (as defined below).

EXCULPATION PROVISIONS. 68 81 Section 12.18 Hedging Agreements.....................................81 -iv- 5 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Commitments Maximum Revolving Credit Amounts Exhibit A - Form of Notice of Borrowing Note Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - List of Security Instruments Exhibit E - Form of Assignment Agreement Exhibit E-1 - Restricted Subsidiaries as of the Date Hereof Exhibit E-2 - Unrestricted Subsidiaries as of the Date Hereof Exhibit F - Form of Guaranty Letter of Credit Application Exhibit G - Form of Notice of Account Designation Exhibit H - Form of Borrowing Base Certificate Schedule 1.01 - Equipment Fair Market Value Computation Schedule 2.01(b) - Existing Letters of Credit Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.21 - Hedging Agreements Schedule 7.22 - Structure and Ownership of Subsidiaries Negative Pledges Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances Schedule 9.16 - Transactions with Affiliates -v- 6 THIS BRIDGE LOAN SENIOR SECURED REVOLVING CREDIT AGREEMENT (as amended, supplemented and modified from time to time, this "AGREEMENT") is entered into dated as of October 1February 9, 20042001, among BUCKEYE PARTNERSis among: UNIVERSAL COMPRESSION, L.P.INC., a limited partnership corporation formed under the laws of the State of Delaware Texas (the "BORROWERBorrower"); each of the lenders that is a signatory hereto or that which becomes a signatory hereto as provided in Section 12.06 (individually, together with their its successors and assigns, a "Lender" and, collectively, the "LENDERSLenders"); SUNTRUST BANK and FIRST UNION NATIONAL BANK, a national banking association (in its individual capacity, "SUNTRUSTFUNB"), as administrative agent for the Lenders (in such, such capacity, together with its successors in such capacity, the "AGENTAdministrative Agent").