Exhibit 99.7
EXECUTION VERSION
INTERCREDITOR AGREEMENT
This INTERCREDITOR AGREEMENT (this "AGREEMENT"), is dated as of May
4, 2004, and entered into by and among BUCKEYE PIPE LINE COMPANY LLC, a Delaware
limited liability company ("BUCKEYE G.P."), BUCKEYE MANAGEMENT COMPANY LLC, a
Delaware limited liability company ("BMC"), GLENMOOR LLC, a Delaware corporation
("GLENMOOR"), BUCKEYE PIPE LINE SERVICES COMPANY, a Pennsylvania corporation
("BP SERVICES"), XXXXXXX XXXXX CREDIT PARTNERS L.P., in its capacity as
administrative agent for the lenders under the Credit Agreement (as defined
below, including its successors and assigns from time to time, the "CA AGENT"),
and the undersigned holders of the ESOP Notes (as defined below, including their
respective successors and assigns from time to time, the "ESOP NOTE HOLDERS").
Capitalized terms used herein by not otherwise defined herein shall have the
meanings set forth in the Reimbursement Security Agreements, as defined below.
RECITALS
WHEREAS, BPL Acquisition L.P., a Delaware limited partnership ("BPL
ACQUISITION"), Buckeye G.P., BMC, Glenmoor, the CA Agent and the lenders party
thereto have entered into a Credit and Guaranty Agreement dated as of the date
hereof, along with the other parties thereto, providing for a $100,000,000 term
loan (as amended, restated, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT");
WHEREAS, the obligations of Buckeye G.P., BMC, Glenmoor and BPL
Acquisition under the Credit Agreement are secured by substantially all assets
of Buckeye G.P., BMC, Glenmoor and BPL Acquisition (other than the Reimbursement
Rights (as defined below) that are the subject of the security interests granted
pursuant to the Reimbursement Security Agreements, as defined below);
WHEREAS, the Buckeye Pipe Line Services Company Employee Stock
Ownership Plan Trust (the "ESOP TRUST"), established pursuant to the Buckeye
Pipe Line Services Company Employee Ownership Plan Trust Agreement dated as of
August 12, 1997 between BP Services and LaSalle Bank National Association, as
trustee thereunder (together with any successor as such trustee, the "ESOP
TRUSTEE"), and the ESOP Note Holders have entered into a Note Agreement, dated
as of May 4, 2004 (as amended, restated, supplemented or otherwise modified from
time to time, the "ESOP NOTE AGREEMENT" and the ESOP Trust's 3.60% Senior
Secured Notes due 2011 issued thereunder, together with any such Senior Secured
Notes issued in substitution or exchange therefor, the "ESOP NOTES"), and BP
Services has provided a guaranty in respect of the obligations of the ESOP Trust
under the ESOP Note Agreement and the ESOP Notes;
WHEREAS, the obligations of BP Services as guarantor under the ESOP
Note Agreement and ESOP Notes are secured by substantially all the assets of BP
Services (other than the BP Services payroll account);
WHEREAS, the obligations of Buckeye G.P. to make payments with
respect to the reimbursement of certain costs and expenses of BMC to BMC
pursuant to the BMC Reimbursement Agreement are secured by the Reimbursement
Rights pursuant to the terms of the Security Agreement between Buckeye G.P. and
BMC, dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the "BMC SECURITY AGREEMENT");
WHEREAS, the obligations of Buckeye G.P. and BMC to make payments
with respect to the reimbursement of certain costs and expenses of BP Services
to BP Services pursuant to the Services Agreement are secured by the
Reimbursement Rights pursuant to the terms of the Security Agreement among
Buckeye G.P., BMC and BP Services, dated as of the date hereof (as amended,
restated, supplemented or otherwise modified from time to time, the "BP SERVICES
SECURITY AGREEMENT");
WHEREAS, the obligations of Buckeye G.P. to make payments with
respect to the reimbursement of certain costs and expenses of Glenmoor to
Glenmoor pursuant to the Glenmoor Management Agreement are secured by the
Reimbursement Rights pursuant to the terms of the Security Agreement among
Buckeye G.P. and Glenmoor, dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the "GLENMOOR SECURITY
AGREEMENT");
WHEREAS, each of Glenmoor, BMC, Buckeye G.P., BP Services, the CA
Agent and the ESOP Note Holders now desire to agree to certain intercreditor
matters, including the allocation of payments and, as to Glenmoor, BP Services
and BMC, their respective security interests in the collateral granted under the
Glenmoor Security Agreement, the BMC Security Agreement and the BP Services
Security Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and obligations herein set forth and for other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
SECTION 1. DEFINITIONS.
1.1 Defined Terms. As used in the Agreement, the following terms
shall have the following meanings:
"AGREEMENT" means this Agreement, as amended, renewed, extended,
supplemented or otherwise modified from time to time in accordance with the
terms hereof.
"BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy," as now and hereafter in effect, or any successor statute.
"BMC REIMBURSEMENT AGREEMENT" means the Expense Reimbursement
Agreement between BMC and Buckeye G.P., dated as of May 4, 2004.
"BPLP" means Buckeye Partners, L.P., a Delaware limited partnership.
"BUSINESS DAY" any day excluding Saturday, Sunday and any day which
is a legal holiday under the laws of the State of New York or is a day on which
banking institutions located in such state are authorized or required by law or
other governmental action to close.
"FINANCING AGREEMENTS" means the Credit Agreement and other
documentation delivered in connection therewith, the ESOP Notes, the ESOP Note
Agreement and other documentation delivered in connection therewith, the
Reimbursement Security Agreements, the Services Agreement, the Exchange
Agreement, the Glenmoor Management
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Agreement, the BMC Reimbursement Agreement or any other agreement entered into
as of the date hereof or hereafter between any of the parties hereto in
connection with any of the foregoing.
"INSOLVENCY OR LIQUIDATION PROCEEDING" means (a) any voluntary or
involuntary case or proceeding under the Bankruptcy Code with respect to Buckeye
G.P or any Reimbursement Party, (b) any other voluntary or involuntary
insolvency, reorganization or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
with respect to Buckeye G.P or any Reimbursement Party or with respect to a
material portion of their respective assets, (c) any liquidation, dissolution,
reorganization or winding up of Buckeye G.P or any Reimbursement Party, whether
voluntary or involuntary, and whether or not involving insolvency or bankruptcy
or (d) any assignment for the benefit of creditors or any other marshalling of
assets and liabilities of Buckeye G.P or any Reimbursement Party.
"LIEN" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, and
any lease in the nature thereof) and any option, trust or other preferential
arrangement having the practical effect of any of the foregoing.
"OPERATING COMPANIES" means Buckeye Pipe Line Company, L.P., Buckeye
Pipe Line Company of Michigan, L.P., Laurel Pipe Line Company, L.P., Everglades
Pipe Line Company, L.P., Buckeye Telecom, L.P. and Buckeye Pipe Line Holdings,
L.P., each a Delaware limited partnership.
"REIMBURSABLE EXPENSES" means the total amount of costs and expenses
(including any top-up contributions and collateral coverage deposits payable
under the Services Agreement with respect to the ESOP Notes) reimbursable by
BPLP and the Operating Partnerships to Buckeye G.P. and/or BMC, attributable to
and on account of the Reimbursement Obligations.
"REIMBURSEMENT COLLATERAL" means, collectively, (i) the Collateral
as defined in the BMC Security Agreement, (ii) the Collateral as defined in the
BP Services Security Agreement and (iii) the Collateral as defined in the
Glenmoor Security Agreement.
"REIMBURSEMENT OBLIGATIONS" means the payment obligations of (i)
Buckeye G.P. and BMC to BP Services under Article V of the Services Agreement,
(ii) Buckeye G.P. to Glenmoor under Article II of the Glenmoor Management
Agreement and (iii) Buckeye G.P. to BMC under Section 1 of the BMC Reimbursement
Agreement, in each case with respect to the reimbursement of the costs and
expenses of BP Services, Glenmoor and BMC, respectively, specified therein.
"REIMBURSEMENT OBLIGATION PAYMENTS" means the payments to be made by
Buckeye G.P. and BMC with respect to the Reimbursement Obligations.
"REIMBURSEMENT PARTY" means each of Glenmoor, BMC and BP Services.
"REIMBURSEMENT RATIO" means the ratio of a/y : b/y, where "y"
represents the amount of all Reimbursable Expenses due but not yet paid as of
the time of measurement, "a" represents the amount of such Reimbursable Expenses
attributable to Glenmoor and/or BMC, and "b" represents the aggregate amount of
such Reimbursable Expenses attributable to BP Services.
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"REIMBURSEMENT RIGHTS" means the rights of Buckeye G.P., and with
respect to the Exchange Agreement only, BMC, to payments as set forth under (i)
Section 7.4(b) of each of the Limited Partnership Agreements, (ii) Article IV of
each of the Management Agreements and (iii) Section 2.02 of the Exchange
Agreement, in each case with respect to the reimbursement of the costs and
expenses of Buckeye G.P. and BMC, respectively, specified therein.
"REIMBURSEMENT SECURITY AGREEMENTS" means, collectively, the BMC
Security Agreement, the BP Services Security Agreement and the Glenmoor Security
Agreement.
SECTION 2. ALLOCATION AND APPLICATION OF REIMBURSEMENT OBLIGATION PAYMENTS.
Buckeye G.P. and the Reimbursement Parties agree with respect to the
Reimbursement Obligation Payments as follows:
(a) All amounts to be paid in satisfaction of the Reimbursement
Obligations shall promptly upon receipt by Buckeye G.P. be allocated and applied
by Buckeye G.P. to Glenmoor and BMC on the one hand, and to BP Services on the
other hand, in accordance with the Reimbursement Ratio. Each Reimbursement Party
shall have an interest in their respective Reimbursement Obligation Payments
pursuant to their applicable Reimbursement Security Agreement and shall have no
interest in the Reimbursement Obligation Payments of any other Reimbursement
Party. Pursuant to the foregoing, Buckeye G.P. shall pay:
(1) to each of Glenmoor and BMC, that portion of the
Reimbursement Obligation Payments representing the
amounts payable towards the Reimbursable Expenses of
Glenmoor and BMC, respectively; and
(2) to BP Services, that portion of the Reimbursement
Obligation Payments representing amounts payable towards
the Reimbursable Expenses of BP Services.
(b) Buckeye G.P., Glenmoor, BMC, BP Services, the CA Agent (on behalf of
the lenders under the Credit Agreement) and the ESOP Note Holders each agree
that the payments received by Glenmoor, BMC and BP Services with respect to the
Reimbursable Expenses:
(1) shall be retained and utilized by each of Glenmoor, BMC
and BP Services, respectively, solely for the purposes
of satisfying the costs and expenses that generated such
rights for reimbursement (it being expressly understood
that the costs and expenses which generated
Reimbursement Obligations owed to BP Services may
include amounts owed pursuant to Article V of the
Services Agreement in respect of top-up contributions
and collateral coverage deposits);
(2) shall not in any event be applied for and on behalf of
the lenders under the Credit Agreement or the ESOP Note
Holders for any purpose other than that set forth at (1)
immediately above, including, without limitation,
application to their respective loans (except as set
forth herein), without the consent of (a) the lenders
under the Credit Agreement holding not less than 66 2/3%
of the aggregate principal amount of the loans
thereunder
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outstanding at such time and (b) ESOP Note Holders
holding not less than 66 2/3% of the aggregate principal
amount of ESOP Notes outstanding at such time; and
(3) will, in the event of a shortfall in the amount paid to
BP Services, be divided pro rata (in accordance with the
respective amounts owed) between any top-up contribution
and collateral coverage deposit in respect of the ESOP
Notes, on the one hand, and the other expenses of BP
Services, on the other hand.
SECTION 3. INTERCREDITOR ARRANGEMENTS.
(a) Each of the Reimbursement Parties, Buckeye G.P., the CA Agent and ESOP
Note Holders acknowledges and agrees that the liens and security interests
granted to (i) BMC under the BMC Security Agreement, (ii) BP Services under the
BP Services Security Agreement and (iii) Glenmoor under the Glenmoor Security
Agreement shall be treated as having equal priority and shall at all times be
shared by the Reimbursement Parties as provided in Section 2.(a) hereof.
(b) If any Reimbursement Party acquires custody, control or possession of
any Reimbursement Obligation Payments, other than by distribution by Buckeye
G.P. pursuant to the terms of this Agreement, such Reimbursement Party shall
promptly cause such Reimbursement Obligation Payment to be delivered to or put
in the custody, possession or control of Buckeye G.P. for disposition or
distribution in accordance with the provisions of Section 2; provided, however
that if Buckeye G.P. is the subject of a Liquidation Proceeding such
Reimbursement Obligation Payment shall be held in trust by such Reimbursement
Party for the benefit of all Reimbursement Parties and distributed by such
Reimbursement Party directly to the other Reimbursement Parties (or retained by
such Reimbursement Party, as applicable) in accordance with the terms of Section
2 hereof as if such Reimbursement Party were Buckeye G.P. under such Section.
Until such time as the provisions of the immediately preceding sentence have
been complied with, such Reimbursement Party shall be deemed to hold all such
Reimbursement Obligation Payments in trust for the parties entitled thereto
hereunder.
SECTION 4. SECURITY INTERESTS; ENFORCEABILITY.
(a) Notwithstanding any other provision of this Agreement or of any
provision under any Financing Agreement, it is the express intention of each of
the parties hereto that notwithstanding the order of attachment or perfection of
any security interests for the benefit of any Reimbursement Party, whether such
security interests are in existence, or are valid or perfected security
interests or the order of foreclosure, each Reimbursement Party shall be
entitled to receive a share of all Reimbursement Obligation Payments in
accordance with the Reimbursement Ratio in accordance with the provisions of
Section 2 hereof.
(b) Each of the Reimbursement Parties agrees not to contest, directly or
indirectly, the enforceability of the Reimbursement Security Agreements or any
of the Financing Agreements.
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SECTION 5. NO OTHER LIENS.
Except as otherwise provided for under the terms of this Agreement, no
Reimbursement Party shall create or suffer to exist any Lien upon or with
respect to any of the Reimbursement Collateral, other than those interests
permitted under the Reimbursement Security Agreements.
SECTION 6. DISCLAIMERS, INDEMNITY, ETC.
(a) With respect to the subject matter of this Agreement, each party
hereto shall have no duties or responsibilities to any other party hereto except
those expressly set forth in this Agreement, and each party hereto shall not by
reason of this Agreement or the Reimbursement Security Agreements be a trustee
for any other party hereto or have any other fiduciary obligation to any other
party hereto (including any obligation under the Trust Indenture Act of 1939, as
amended). Each party hereto may employ agents and attorneys-in-fact and shall
not be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. No party hereto nor any
of its directors, officers, employees or agents shall be liable or responsible
for any action taken or omitted to be taken by it or them hereunder or in
connection therewith, except for its or their own gross negligence or willful
misconduct or in connection with their direct or deliberate failure to perform
the obligations and agreements set forth herein.
(b) Each party hereto shall be entitled to rely upon any certification,
notice or other communication (including any thereof by telex, telecopy,
telegram or cable) believed by it to be genuine and correct and to have been
signed or sent by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to any party hereto),
independent accountants and experts selected by any party hereto.
SECTION 7. OBLIGATIONS UNCONDITIONAL.
All rights, interests, agreements and obligations of the parties hereto
shall remain in full force and effect irrespective of:
(a) any lack of validity or enforceability of the Reimbursement Security
Agreements, the Credit Agreement the ESOP Note Agreement or any other Financing
Agreement; or
(b) any other circumstances which otherwise might constitute a defense
available to, or a discharge of, the obligations of the parties hereto in
respect of this Agreement.
SECTION 8. MISCELLANEOUS.
(a) Conflicts. In the event of any conflict between the provisions of this
Agreement and the provisions of any of the Reimbursement Security Agreements,
the provisions of this Agreement shall govern and control.
(b) Effectiveness; Continuing Nature of this Agreement; Severability. This
Agreement shall become effective when executed and delivered by the parties
hereto. The terms of this Agreement shall survive, and shall continue in full
force and effect, in any Insolvency or Liquidation Proceeding. Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction shall
not invalidate the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. All references to any
Reimbursement Party hereto shall include such
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Reimbursement Party as debtor and debtor-in-possession and any receiver or
trustee for such Reimbursement Party in any Insolvency or Liquidation Proceeding
of such Reimbursement Party. This Agreement shall terminate and be of no further
force and effect upon the earlier of (1) the date upon which the obligations
under the Credit Agreement terminate and (2) with respect to the ESOP Note
Agreement, the date upon which the obligations under the ESOP Note Agreement
terminate.
(c) Amendments; Waivers. No amendment, modification or waiver of any of
the provisions of this Agreement shall be deemed to be made unless the same
shall be in writing signed on behalf of each party hereto or its authorized
agent and each waiver, if any, shall be a waiver only with respect to the
specific instance involved and shall in no way impair the rights of the parties
making such waiver or the obligations of the other parties to such party in any
other respect or at any other time.
(D) SUBMISSION TO JURISDICTION; WAIVERS. ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE
OR FEDERAL COURT OF COMPETENT JURISDICTION IN XXX XXXXX, XXXXXX XXX XXXX XX XXX
XXXX. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS GENERALLY AND
UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (II)
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (III) AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS
PROVIDED IN ACCORDANCE WITH SECTION 8(G); AND (IV) AGREES THAT SERVICE AS
PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION
OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.
(E) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY
AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT
EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH
PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
8(E) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
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HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
(f) Each of the parties hereto waives any right it may have to trial by
jury in respect of any litigation based on, or arising out of, under or in
connection with this Agreement or any Reimbursement Security Agreement, or any
course of conduct, course of dealing, verbal or written statement or action of
any party hereto.
(g) Notices. All notices to any party hereto permitted or required under
this Agreement or under the Reimbursement Security Agreements shall also be sent
to CA Agent and ESOP Note Holders, respectively. Unless otherwise specifically
provided herein, any notice hereunder shall be in writing and may be personally
served, telexed or sent by telefacsimile, United States mail or courier service
and shall be deemed to have been given when delivered in person or by courier
service and signed for against receipt thereof, upon receipt of telefacsimile or
telex, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed. For the purposes hereof, the addresses
of the parties hereto shall be as set forth below each party's name on the
signature pages hereto, or, as to each party, at such other address as may be
designated by such party in a written notice to all of the other parties.
(H) APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(i) Binding on Successors and Assigns. This Agreement shall be binding
upon each party hereto and their respective successors and assigns.
(j) Performance. By countersigning or otherwise accepting the terms of
this Agreement, each party hereto acknowledges and consents to and agrees to
perform and be bound by each of the provisions hereof stated to be applicable to
it.
(k) Headings. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect.
(l) Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. Delivery of an executed counterpart of a signature page of this
Agreement or any document or instrument delivered in connection herewith by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement or such other document or instrument, as applicable.
(m) Authorization. By its signature, each Person executing this Agreement
on behalf of a party hereto represents and warrants to the other parties hereto
that it is duly authorized to execute this Agreement.
(n) No Third Party Beneficiaries. This Agreement and the rights and
benefits hereof shall inure to the benefit of each of the parties hereto and its
respective successors and assigns. No other Person shall have or be entitled to
assert rights or benefits hereunder.
(o) Provisions Solely to Define Relative Rights. The provisions of this
Agreement are and are intended solely for the purpose of defining the relative
rights of each of the
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Reimbursement Parties respectively and evidencing the consent of the lenders
under the Credit Facility and the ESOP Note Holders to the provisions hereof. No
other creditor of any Reimbursement Party (other than the lenders under the
Credit Facility and the ESOP Note Holders) shall have any rights hereunder.
Nothing in this Agreement is intended to or shall impair the obligations of
Buckeye G.P. and BMC, which are absolute and unconditional, to pay the
Reimbursement Obligation Payments as and when the same shall become due and
payable in accordance with their terms. Nothing herein contained shall be deemed
to authorize any Reimbursement Party to take any action not permitted under the
Financing Agreements or the Reimbursement Security Agreements.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this
Intercreditor Agreement as of the date first written above.
BUCKEYE PIPE LINE COMPANY LLC
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President -
Administration
BUCKEYE MANAGEMENT COMPANY LLC
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President -
Administration
GLENMOOR LLC
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President -
Administration
NOTICE ADDRESS:
5 Radnor Corporate Center, Xxxxx 000
000 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, General Counsel.
Telecopier: (000) 000-0000
with a copy to:
BPL ACQUISITION L.P.
c/o Carlyle Riverstone Global Energy and Power Fund II, L.P.
c/o Riverstone Holdings LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopier: (000) 000-0000
BUCKEYE PIPE LINE SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President -
Administration
NOTICE ADDRESS:
5 Radnor Corporate Center, Xxxxx 000
000 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, General Counsel.
Telecopier: (000) 000-0000
XXXXXXX XXXXX CREDIT PARTNERS L.P.,
as CA Agent
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
NOTICE ADDRESS:
Xxxxxxx Sachs Credit Partners L.P.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxxxx
Telecopier: (000) 000-0000
with a copy to:
Xxxxxxx Sachs Credit Partners L.P.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
Telecopier: (000) 000-0000
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
NOTICE ADDRESS:
The Prudential Insurance Company of America
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000X
Xxxxxx, XX 00000
Attention: Managing Director
Telecopier: (000) 000-0000
PRUCO LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
NOTICE ADDRESS:
Pruco Life Insurance Company
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000X
Xxxxxx, XX 00000
Attention: Managing Director
Telecopier: (000) 000-0000
PRUCO INSURANCE COMPANY OF NEW JERSEY
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
NOTICE ADDRESS:
Pruco Life Insurance Company of New Jersey
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000X
Xxxxxx, XX 00000
Attention: Managing Director
Telecopier: (000) 000-0000
