BUCKEYE PARTNERS L P
CREDIT AGREEMENT
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<DESCRIPTION>CREDIT AGREEMENT
<TEXT>


                                                   EXHIBIT 10.2


                        CREDIT AGREEMENT
                  Dated as of September 3, 2003
                              Among
                     BUCKEYE PARTNERS, L.P.
                          as Borrower,
                         SUNTRUST BANK,
                    as Administrative Agent,
                               and
                  THE LENDERS SIGNATORY HERETO
         $100,000,000 364-DAY REVOLVING CREDIT FACILITY
_________________________________________________________________
                          _____________
                   SUNTRUST ROBINSON HUMPHREY,
          a division of SunTrust Capital Markets, Inc.,
                      as Sole Lead Arranger

                          BNP PARIBAS,
                      as Syndication Agent,
                 NATIONAL AUSTRALIA BANK LIMITED
                               and
                  KEYBANK NATIONAL ASSOCIATION,
                   as Co-Documentation Agents


                        TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS                    1

     SECTION 1.01. CERTAIN DEFINED TERMS.                       1
     SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS.        18

ARTICLE II COMMITMENTS                                         18

     SECTION 2.01. LOANS.                                      18
     SECTION 2.02. BORROWINGS, CONTINUATIONS AND CONVERSIONS
                 OF LOANS.                                     19
     SECTION 2.03. CHANGES OF COMMITMENTS                      20
     SECTION 2.04. RENEWAL OF COMMITMENTS.                     20
     SECTION 2.05. FEES.                                       21
     SECTION 2.06. SEVERAL OBLIGATIONS.                        22
     SECTION 2.07. NOTELESS AGREEMENT; EVIDENCE OF
                 INDEBTEDNESS.                                 22
     SECTION 2.08. PREPAYMENTS.                                22
     SECTION 2.09. LENDING OFFICES.                            23

ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST                 23

     SECTION 3.01. REPAYMENT OF LOANS.                         23
     SECTION 3.02. INTEREST.                                   23

ARTICLE IV PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.    24

     SECTION 4.01. PAYMENTS.                                   24
     SECTION 4.02. PRO RATA TREATMENT.                         25
     SECTION 4.03. COMPUTATIONS.                               25
     SECTION 4.04. NON-RECEIPT OF FUNDS BY THE AGENT.          25
     SECTION 4.05. SET-OFF, SHARING OF PAYMENTS, ETC.          26
     SECTION 4.06. TAXES.                                      26

ARTICLE V YIELD PROTECTION                                     28

     SECTION 5.01. ADDITIONAL COSTS.                           28
     SECTION 5.02. BASIS UNAVAILABLE OR INADEQUATE FOR LIBOR
                 RATE.                                         29
     SECTION 5.03. ILLEGALITY.                                 30
     SECTION 5.04. BASE RATE LOANS                             30
     SECTION 5.05. COMPENSATION.                               30
     SECTION 5.06. REPLACEMENT LENDERS.                        31

ARTICLE VI CONDITIONS PRECEDENT                                32

     SECTION 6.01. INITIAL FUNDING.                            32
     SECTION 6.02. INITIAL AND SUBSEQUENT LOANS.               33
     SECTION 6.03. CONDITIONS PRECEDENT TO EACH EXTENSION OF
                 TERMINATION DATE.                             33
     SECTION 6.04. CONDITIONS PRECEDENT FOR THE BENEFIT OF
                 LENDERS.                                      34
     SECTION 6.05. NO WAIVER.                                  34

ARTICLE VII REPRESENTATIONS AND WARRANTIES                     34

     SECTION 7.01. EXISTENCE.                                  34
     SECTION 7.02. FINANCIAL CONDITION.                        35
     SECTION 7.03. LITIGATION.                                 35
     SECTION 7.04. NO BREACH.                                  35
     SECTION 7.05. AUTHORITY.                                  36
     SECTION 7.06. APPROVALS.                                  36
     SECTION 7.07. USE OF LOANS.                               36
     SECTION 7.08. ERISA.                                      36
     SECTION 7.09. TAXES.                                      38
     SECTION 7.10. TITLES, ETC.                                38
     SECTION 7.11. NO MATERIAL MISSTATEMENTS.                  38
     SECTION 7.12. INVESTMENT COMPANY ACT.                     39
     SECTION 7.13. PUBLIC UTILITY HOLDING COMPANY ACT.         39
     SECTION 7.14. SUBSIDIARIES.                               39
     SECTION 7.15. LOCATION OF BUSINESS AND OFFICES.           39
     SECTION 7.16. DEFAULTS.                                   39
     SECTION 7.17. ENVIRONMENTAL MATTERS.                      39
     SECTION 7.18. COMPLIANCE WITH THE LAW.                    41
     SECTION 7.19. INSURANCE.                                  41
     SECTION 7.20. MATERIAL AGREEMENTS.                        41
     SECTION 7.21. PARTNERSHIP AGREEMENT.                      41
     SECTION 7.22. OWNERSHIP OF PARTIES.                       41

ARTICLE VIII AFFIRMATIVE COVENANTS                             42

     SECTION 8.01. REPORTING REQUIREMENTS.                     42
     SECTION 8.02. LITIGATION.                                 43
     SECTION 8.03. MAINTENANCE, ETC.                           44
     SECTION 8.04. ENVIRONMENTAL MATTERS.                      44
     SECTION 8.05. FURTHER ASSURANCES.                         45
     SECTION 8.06. PERFORMANCE OF OBLIGATIONS.                 45
     SECTION 8.07. ERISA INFORMATION AND COMPLIANCE.           45

ARTICLE IX NEGATIVE COVENANTS                                  46

     SECTION 9.01. DEBT.                                       46
     SECTION 9.02. LIENS.                                      47
     SECTION 9.03. INVESTMENTS, LOANS AND ADVANCES.            47
     SECTION 9.04. DISTRIBUTIONS AND REDEMPTIONS.              48
     SECTION 9.05. SALES AND LEASEBACKS.                       48
     SECTION 9.06. NATURE OF BUSINESS.                         49
     SECTION 9.07. RESTRICTIVE AGREEMENTS.                     49
     SECTION 9.08. MERGERS, ETC.                               49
     SECTION 9.09. PROCEEDS OF THE LOANS.                      49
     SECTION 9.10. ERISA COMPLIANCE.                           50
     SECTION 9.11. SALE OR DISCOUNT OF RECEIVABLES.            51
     SECTION 9.12. FUNDED DEBT RATIO.                          51
     SECTION 9.13. FIXED CHARGE COVERAGE RATIO.                51
     SECTION 9.14. SALE OF PROPERTIES.                         51
     SECTION 9.15. ENVIRONMENTAL MATTERS.                      52
     SECTION 9.16. TRANSACTIONS WITH AFFILIATES.               52
     SECTION 9.17. PARTNERSHIP AGREEMENTS.                     52
     SECTION 9.18. SENIOR NOTES.                               52

ARTICLE X EVENTS OF DEFAULT; REMEDIES                          52

     SECTION 10.01. EVENTS OF DEFAULT.                         52
     SECTION 10.02. REMEDIES.                                  54

ARTICLE XI THE AGENT                                           55

     SECTION 11.01. THE AGENT.                                 55
     SECTION 11.02. EXPENSES.                                  56
     SECTION 11.03. PROPORTIONATE ABSORPTION OF LOSSES.        57
     SECTION 11.04. DELEGATION OF DUTIES; RELIANCE.            57
     SECTION 11.05. LIMITATION OF THE AGENT'S LIABILITY.       57
     SECTION 11.06. EVENT OF DEFAULT.                          58
     SECTION 11.07. LIMITATION OF LIABILITY.                   59
     SECTION 11.08. OTHER AGENTS.                              59
     SECTION 11.09. RELATIONSHIP OF LENDERS.                   59
     SECTION 11.10. BENEFITS OF AGREEMENT.                     59

ARTICLE XII MISCELLANEOUS                                      59

     SECTION 12.01. WAIVER.                                    59
     SECTION 12.02. NOTICES.                                   59
     SECTION 12.03. PAYMENT OF EXPENSES, INDEMNITIES, ETC.     60
     SECTION 12.04. AMENDMENTS, ETC.                           62
     SECTION 12.05. SUCCESSORS AND ASSIGNS.                    63
     SECTION 12.06. ASSIGNMENTS AND PARTICIPATIONS.            63
     SECTION 12.07. INVALIDITY.                                65
     SECTION 12.08. COUNTERPARTS.                              65
     SECTION 12.09. REFERENCES.                                65
     SECTION 12.10. SURVIVAL.                                  66
     SECTION 12.11. CAPTIONS.                                  66
     SECTION 12.12. NO ORAL AGREEMENTS.                        66
     SECTION 12.13. GOVERNING LAW; SUBMISSION TO
                 JURISDICTION.                                 66
     SECTION 12.14. INTEREST.                                  68
     SECTION 12.15. CONFIDENTIALITY.                           68
     SECTION 12.16. EXCULPATION PROVISIONS.                    69
     ANNEXES, EXHIBITS AND SCHEDULES

ANNEX I   - LIST OF PERCENTAGE SHARES AND REVOLVING CREDIT
COMMITMENTS
EXHIBIT A - FORM OF BORROWING, CONTINUATION AND CONVERSION
REQUEST
EXHIBIT B - FORM OF COMPLIANCE CERTIFICATE
EXHIBIT C - FORM OF ASSIGNMENT AGREEMENT
EXHIBIT D-1 -  RESTRICTED SUBSIDIARIES AS OF THE DATE HEREOF
EXHIBIT D-2 -  UNRESTRICTED SUBSIDIARIES AS OF THE DATE HEREOF
EXHIBIT 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  CREDIT  AGREEMENT  (as  amended  ,  supplemented   and
modified from time to time, this "Agreement") is entered into  as
of  September  3, 2003, 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").

                         R E C I T A L S

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

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

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

                            ARTICLE I
               DEFINITIONS AND ACCOUNTING MATTERS

     SECTION 1.01.  Certain Defined Terms.

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

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

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

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

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

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

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

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

          "Applicable Margin" shall mean, for any LIBOR  Loan  or
     any  Base  Rate  Loan,  (i)  on  any  date  the  Utilization
     Percentage equals or is less than 50%, the LIBOR  Margin  or
     Base Rate Margin interest rate per annum set forth below  in
     the columns identified as Level 1, Level 2, Level 3, Level 4
     and Level 5, and (ii) on any date the Utilization Percentage
     exceeds 50%, the Utilized LIBOR Margin or Utilized Base Rate
     Margin  interest  rate  per annum set  forth  below  in  the
     columns identified as Level 1, Level 2, Level 3, Level 4 and
     Level  5,  in  each  case, determined by  reference  to  the
     Reference Rating.

                Level 1   Level 2   Level 3   Level 4   Level 5
     S&P       Reference Reference Reference Reference Reference
                Rating    Rating    Rating    Rating    Rating
   Moody's     at least  Less than Less than Less than   below
                 A-/A3    Level 1   Level 2   Level 3  Level 4*
                          but at    but at    but at
                           least     least   least BBB-
                         BBB+/Baa1 BBB/Baa2    /Baa3
Interest Rate Per Annum
LIBOR Margin    0.650%    0.750%    0.875%    1.025%    1.400%
Base Rate       0.000%    0.000%    0.000%    0.000%    0.000%
Margin
Utilized        0.750%    0.875%    1.000%    1.150%    1.575%
LIBOR Margin
Utilized Base   0.100%    0.125%    0.125%    0.125%    0.175%
Rate Margin

                                                       *or
unrated

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

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

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

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

          "BMC" shall mean Buckeye Management Company, a Delaware
     corporation.

          "BPLC" shall mean Buckeye Pipe Line Company, a Delaware
     corporation.

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

          "Borrower Partnership Agreement" shall mean the Amended
     and   Restated  Agreement  of  Limited  Partnership  of  the
     Borrower,  dated  as of December 31, 1998, as  amended  from
     time to time.

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

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

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

          "Change  of  Control" shall mean either  (i)  a  change
     resulting when any Unrelated Person or any Unrelated Persons
     acting together that would constitute a Group together  with
     any  Affiliates  thereof  (in each  case  also  constituting
     Unrelated Persons) shall at any time Beneficially  Own  more
     than  50%  of the aggregate voting power of all  classes  of
     Voting Stock of BMC, (ii) BMC or Glenmoor, Ltd. shall  cease
     to  own  100% of the outstanding stock of BPLC  on  a  fully
     diluted basis or (iii) BPLC shall cease to own 100%  of  the
     general  partnership  interest of  the  Borrower.   As  used
     herein  (A) "Beneficially Own" means "beneficially  own"  as
     defined  in  Rule  13d-3 of the Securities Exchange  Act  of
     1934,  as  amended,  or  any  successor  provision  thereto;
     provided, however, that, for purposes of this definition,  a
     Person  shall  not be deemed to Beneficially Own  securities
     tendered pursuant to a tender or exchange offer made  by  or
     on  behalf of such Person or any of such Person's Affiliates
     until such tendered securities are accepted for purchase  or
     exchange;  (B)  "Group"  means a  "group"  for  purposes  of
     Section  13(d) of the Securities Exchange Act  of  1934,  as
     amended; (C) "Unrelated Person" means at any time any Person
     other  than (1) Glenmoor, Ltd. and the stockholders  thereof
     as  of the date hereof, (2) their respective spouses, lineal
     descendants,   and  spouses  of  their  lineal  descendants,
     (3)  the estates of the Persons described in clauses (1) and
     (2),  and  (4) trusts established solely for the benefit  of
     any  Person or Persons described in clauses (1) and (2); and
     (D) "Voting Stock" of any Person shall mean capital stock of
     such  Person  that  ordinarily  has  voting  power  for  the
     election   of  directors  (or  persons  performing   similar
     functions) of such Person, whether at all times or  only  so
     long  as no senior class of securities has such voting power
     by reason of any contingency.

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

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

          "Commitment" shall mean, for any Lender, its obligation
     to   make  Loans  up  to  such  Lender's  Revolving   Credit
     Commitment in each case as such amount may be  reduced  from
     time to time pursuant to Section 2.03(a).

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

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

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

          "Debt"  shall  mean,  for any Person  the  sum  of  the
     following (without duplication): (i) all obligations of such
     Person for borrowed money or evidenced by bonds, debentures,
     notes  or  other  similar instruments (including  principal,
     interest,  fees and charges); (ii) all obligations  of  such
     Person  (whether  contingent or  otherwise)  in  respect  of
     bankers'  acceptances, letters of credit,  surety  or  other
     bonds and similar instruments; (iii) all obligations of such
     Person  to  pay the deferred purchase price of  Property  or
     services   (other  than  for  borrowed  money);   (iv)   all
     obligations  under leases which shall have been,  or  should
     have  been,  in  accordance with GAAP, recorded  as  capital
     leases  in  respect of which such Person is liable  (whether
     contingent   or   otherwise);  (v)  all  obligations   under
     operating  leases which require such Person or its Affiliate
     to  make rental payments over the term of such lease,  based
     on  the  purchase price or appraised value of  the  Property
     subject  to  such lease plus a marginal interest  rate,  and
     used  primarily as a financing vehicle for, or to  monetize,
     such  Property;  (vi) all Debt (as described  in  the  other
     clauses  of this definition) of others secured by a Lien  on
     any  asset  of  such Person, whether or  not  such  Debt  is
     assumed by such Person; (vii) all Debt (as described in  the
     other  clauses  of this definition) of others guaranteed  by
     such  Person  or  in which such Person otherwise  assures  a
     creditor  against  loss of the debtor,  provided  that  such
     obligations  would  be recorded as a liability  under  GAAP;
     (viii)  all  obligations or undertakings of such  Person  to
     maintain or cause to be maintained the financial position or
     financial  covenants of others or to purchase  the  Debt  of
     others; (ix) obligations to deliver goods or services not in
     the  ordinary course of business in consideration of advance
     payments;  (x) obligations to pay for goods or services  not
     in the ordinary course of business whether or not such goods
     or  services  are  actually received  or  utilized  by  such
     Person; (xi) any capital stock of such Person in which  such
     Person  has  a  mandatory obligation to redeem  such  stock;
     (xii) any Debt of a Special Entity for which such Person  is
     liable  either  by  agreement or because of  a  Governmental
     Requirement; and (xiii) all obligations of such Person under
     Hedging Agreements.

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

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

          "EBITDA" shall mean for any Person for any period,  the
     sum  of  Consolidated Net Income for such  period  plus  the
     following  expenses or charges to the extent  deducted  from
     Consolidated  Net  Income for such period: interest,  taxes,
     depreciation,  depletion,  amortization  and  GP   Incentive
     Compensation  Payments; provided, however, with  respect  to
     the Borrower, if during any period the Borrower acquires any
     Person  and  such Person becomes a Restricted Subsidiary  or
     the Borrower acquires all or substantially all of the assets
     of  any  Person, the EBITDA attributable to such  Person  or
     assets  for  such  period determined on a  pro  forma  basis
     (which determination, in each case, shall be subject to  the
     approval  of  the  Required Lenders, not to be  unreasonably
     withheld)  may be included in EBITDA for the calculation  of
     the Funded Debt Ratio.

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

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

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

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

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

          "Excepted Liens" shall mean:

               (i)  Prior Liens;

               (ii) statutory Liens incidental to the conduct of business or
          the ownership of Properties of the Borrower and the Restricted
          Subsidiaries (including Liens in connection with worker's
          compensation, unemployment insurance and other like laws (other
          than  ERISA  Liens), warehousemen's and mechanics'  and
          materialmen's liens and statutory landlord's liens) that in each
          case are incurred in the ordinary course of business and not in
          connection with the borrowing of money, the obtaining of advances
          or credit or the payment of the deferred purchase price of
          Property and that do not in any event materially impair the value
          or use of the Property encumbered thereby in the operation of the
          businesses of the Borrower and the Restricted Subsidiaries;
          provided in each case, that the obligation secured is not overdue
          or, if overdue, (A) is being contested by the Borrower or a
          Restricted Subsidiary on a timely basis in good faith and in
          appropriate proceedings, and the Borrower or a Restricted
          Subsidiary has established adequate reserves therefor in
          accordance with GAAP on the books of the Borrower or such
          Restricted Subsidiary or (B) such Liens in the aggregate do not
          secure obligations in the aggregate in excess of $1,000,000;

               (iii)     the right reserved to, or vested in, any municipality
          or public authority or in any other Person by the terms of any
          right, power, franchise, privilege, grant, license, permit,
          easement or lease or by any provision of law, to terminate such
          right, power, franchise, privilege, grant, license, permit,
          easement or lease or to purchase or recapture, or to designate a
          purchaser of, any of the Properties or assets of the Borrower and
          the Restricted Subsidiaries;

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

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

               (vi) any Lien or privilege vested in any grantor, lessor or
          licenser or permittor for rent or other charges due or for any
          other obligations or acts to be performed, the payment of which
          rent or other charges or performance of which other obligations
          or acts is required under leases, easements, rights-of-way,
          leases, licenses, franchises, privileges, grants or permits, so
          long as payment of such rent or the performance of such other
          obligations or acts is not delinquent or the requirement for such
          payment or performance is being contested in good faith by
          appropriate proceedings;

               (vii)     defects and irregularities in the title to the Property
          of the Borrower or any Restricted Subsidiary that do not in the
          aggregate have a Material Adverse Effect;

               (viii)    easements, exceptions or reservations in any Property
          of the Borrower or any Restricted Subsidiary granted or reserved
          for the purpose of pipelines, roads, the removal of oil, gas,
          coal or other minerals, and other like purposes or for the joint
          or common use of real Property, facilities and equipment, that do
          not in the aggregate have a Material Adverse Effect;

               (ix) rights reserved to, or vested in any grantor, lessor,
          licenser, municipality or public authority to control or regulate
          any Property of the Borrower or any Restricted Subsidiary or to
          use any such Property, provided, that the Borrower or such
          Restricted Subsidiary shall not be in default in respect of any
          material obligation (except that the Borrower or such Restricted
          Subsidiary may be contesting any such obligation in good faith)
          to such grantor, lessor, licenser, municipality or public
          authority; and provided, further, that all such controls,
          Regulations and uses will not have a Material Adverse Effect;

               (x)  any obligation or duty to any municipality or public
          authority with respect to any lease, easement, right-of-way,
          license, franchise, privilege, permit or grant;

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

               (xii)     Liens or burdens imposed by any law or governmental
          regulation, including, without limitation, those imposed by
          environmental and zoning laws, ordinances, and regulations;
          provided, in each case, the Borrower or any Restricted Subsidiary
          is not in default in any material obligation (except that the
          Borrower or such Restricted Subsidiary may be contesting any such
          obligation in good faith) in respect of such Property; provided,
          further, that the existence of all such Liens and burdens does
          not have a Material Adverse Effect;

               (xiii)    any pledge or deposit by the Borrower or any Restricted
          Subsidiary to secure payment of workers' compensation or
          insurance premiums, or in connection with tenders, bids,
          contracts or leases; or any deposits to secure public or
          statutory obligations; any pledge or deposit in connection with
          contracts with or made at the request of the United States of
          America or any state or agency or political subdivision thereof
          or for any purposes similar to any of those referred to in this
          clause (xiii); provided, in each case, the Borrower or such
          Restricted Subsidiary is not in default in any material
          obligation (except that the Borrower or such Restricted
          Subsidiary may be contesting any such obligation in good faith)
          in respect thereof;

               (xiv)     the making of a deposit with or the giving of any form
          of security to any governmental agency or any body created or
          approved by law or Governmental Requirement in order to entitle
          the Borrower or any Restricted Subsidiary to maintain self-
          insurance;

               (xv) Liens securing Debt of the Borrower or any Restricted
          Subsidiary incurred or assumed in connection  with  the
          construction or acquisition of capital Improvements; provided
          that such Debt would be permitted under Section 9.01(e) hereof,
          and provided, further, that any such Lien shall not extend to any
          Property other than Property the construction or acquisition of
          which is financed by such Debt;

               (xvi)     Liens securing all or any part of the purchase price,
          or securing Debt of the Borrower or any Restricted Subsidiary
          incurred or assumed to pay all or any part of the purchase price
          of  Property acquired by the Borrower or any Restricted
          Subsidiary, or Liens existing on such Property immediately prior
          to its acquisition, including, without limitation, the Liens
          described in clause (xv) of this definition, provided, that
          (i) that any such Lien shall extend solely to the Property so
          acquired, (ii) the principal amount of Debt secured by any such
          Lien shall not exceed 100% of the fair market value of such
          Property (as reasonably determined by the Board of Directors of
          the General Partner) at the time of acquisition, (iii) any such
          Lien not existing on such Property immediately prior to its
          acquisition shall be created at the time of acquisition of such
          Property or within 60 days thereafter and (iv) the aggregate
          amount of all outstanding Debt secured by such Liens shall be
          permitted under Section 9.01(e);

               (xvii)    Liens arising in connection with Sale-Leaseback
          Transactions permitted under Section 9.05; provided that any such
          Lien shall not extend to any Property other than Property being
          leased; and

               (xviii)   any Lien of the Trustee encumbering the Defeasance
          Trust (as defined in that certain Defeasance Trust Agreement,
          dated as of December 16, 1997 (the "Defeasance Trust Agreement"),
          among Buckeye Pipe Line Company, L.P., PNC Bank, National
          Association, and Douglas A. Wilson) and all funds and securities
          therein for the benefit of the holders of the Defeased Notes (as
          such term is defined in the Defeasance Trust Agreement).

          "Existing  Credit  Agreement" shall  mean  the  364-Day
     Credit  Agreement,  dated September  4,  2002,  as  amended,
     modified  or  supplemented from  time  to  time,  among  the
     Borrower, the lenders from time to time parties thereto  and
     SunTrust Bank, as agent for such lenders.

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

          "Fee  Letter" shall mean that certain letter  agreement
     from  SunTrust  Robinson Humphrey, a  division  of  SunTrust
     Capital  Markets, Inc. and SunTrust to the  Borrower,  dated
     July  8,  2003, as the same may be amended or replaced  from
     time  to  time,  concerning certain fees in connection  with
     this Agreement and any agreements or instruments executed in
     connection herewith.

          "Financial   Statements"  shall  mean   the   financial
     statement or statements of the Borrower and its Consolidated
     Subsidiaries described or referred to in Section 7.02.

          "Fixed  Charge  Coverage Ratio" shall  mean  the  ratio
     (calculated  quarterly as of the last  day  of  each  fiscal
     quarter)   of  (i)  consolidated  EBITDA  of  the   Borrower
     (excluding EBITDA attributable to Unrestricted Subsidiaries)
     for  the four fiscal quarters ending on such date (the "Base
     Period")  to  (ii) the sum of (A) all payments of  principal
     (including  the  principal  component  of  all  payments  in
     respect of lease obligations described in clause (v) of  the
     definition of "Debt", but excluding payments of principal to
     be   made   with   the   proceeds  of  other   Debt   (i.e.,
     refinancings)) payable by the Borrower and its  consolidated
     Subsidiaries  (other  than  the  Unrestricted  Subsidiaries)
     during the four fiscal quarter period immediately succeeding
     the  Base Period (the "Reference Period"), plus (B) interest
     expense   payable  by  the  Borrower  and  its  consolidated
     Subsidiaries  (other  than  the  Unrestricted  Subsidiaries)
     during  the  Reference Period, plus (C) capital expenditures
     reasonably  necessary  to  maintain  the  Property  of   the
     Borrower  and its consolidated Subsidiaries (other than  the
     Unrestricted Subsidiaries) in good working order during  the
     Reference Period.

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

          "Funded  Debt  Ratio" shall mean the ratio  (calculated
     quarterly  at  the end of each fiscal quarter)  of  (i)  the
     consolidated  Funded Debt of the Borrower (excluding  Funded
     Debt  of  Unrestricted Subsidiaries)  for  the  four  fiscal
     quarters ending on such date to (ii) the consolidated EBITDA
     of   the   Borrower   (excluding  EBITDA   attributable   to
     Unrestricted Subsidiaries) for such four fiscal quarters.

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

          "General Partner" shall mean BPLC.

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

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

          "GP  Incentive  Compensation Payments" shall  mean  the
     quarterly  incentive  compensation  payments  paid  to   the
     General  Partner  by the Borrower pursuant to  that  certain
     Second   Amended   and   Restated   Incentive   Compensation
     Agreement, dated as of April 23, 2001, as it may be  amended
     from time to time.

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

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

          "Guaranty"  shall  mean an agreement executed  by  each
     Guarantor substantially in the form of Exhibit E.

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

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

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

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

          "Indenture" shall mean that certain Indenture, dated as
     of July 10, 2003, between the Borrower and SunTrust Bank, as
     Trustee, as amended and supplemented from time to time.

          "Initial Funding" shall mean the funding of the initial
     Loans  upon  satisfaction  of the conditions  set  forth  in
     Sections 6.01 and 6.02.

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

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

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

          "LIBOR"  shall  mean, for any Interest Period  for  any
     LIBOR Loan, the rate per annum for deposits in Dollars for a
     period equal to such Interest Period appearing on Dow  Jones
     Market  Service Page 3750 (or such other page as may replace
     Dow  Jones  Market  Service Page 3750  or  that  service  or
     another  service as may be nominated by the British Bankers'
     Association  as  the information vendor for the  purpose  of
     displaying  British Bankers' Association Interest Settlement
     Rates  for Dollars) as of 11:00 a.m. (London, England  time)
     two  Business  Days prior to the first day of such  Interest
     Period.  In the event that such rate does not appear on  Dow
     Jones  Market  Service  Page 3750, or  such  other  page  as
     referenced above, LIBOR shall be determined by the Agent  to
     be  the  rate  per annum at which deposits  in  Dollars  are
     offered  by leading reference banks in the London  interbank
     market to SunTrust at approximately 11:00 a.m. (London time)
     two  Business Days prior to the first day of the  applicable
     Interest  Period for a period equal to such Interest  Period
     and  in  an amount substantially equal to the amount of  the
     applicable Loan to be made by the Agent (or any Affiliate of
     the Agent).

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

          "LIBOR  Rate"  shall mean, with respect  to  any  LIBOR
     Loan,  a  rate per annum (rounded upwards, if necessary,  to
     the nearest 1/100 of 1%) determined by the Agent to be equal
     to  the  quotient of (i) LIBOR for the Interest  Period  for
     such  Loan  divided by (ii) 1 minus the Reserve  Requirement
     for such Loan for such Interest Period.

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

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

          "Loans"  shall  mean  Loans made  pursuant  to  Section
     2.01(a).

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

          "Moody's"  shall mean Moody's Investors Service,  Inc.,
     or any successor thereto.

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

          "Note   Agreements"  shall  mean  each   of   (i)   the
     Underwriting  Agreement,  dated  July  7,  2003,  among  the
     Borrower, BPLC and J.P. Morgan Securities Inc. and (ii)  the
     Purchase  Agreement,  dated  August  14,  2003,  among   the
     Borrower, BPLC and the initial purchasers named therein.

          "Other  Credit Agreement" shall mean the 5-Year  Credit
     Agreement,  dated  as  of September  5,  2001,  as  amended,
     modified  or  supplemented from  time  to  time,  among  the
     Borrower, the lenders from time to time parties thereto  and
     SunTrust Bank, as agent for such lenders.

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

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

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

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

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

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

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

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

          "Prior  Lien"  shall mean any Lien not created  by  the
     Borrower or any Restricted Subsidiary, which at any time  is
     a  lien  upon  the  lands over which  the  Borrower  or  any
     Restricted  Subsidiary holds easements or rights-of-way  for
     pipeline purposes, or upon Properties with respect to  which
     the  Borrower's or such Restricted Subsidiary's interest  is
     subordinate  to such Lien, and that does not  secure  bonds,
     notes,  other  indebtedness,  taxes,  assessments  or  other
     charges that have been assumed or guaranteed by the Borrower
     or  any  Restricted Subsidiary or for which the Borrower  or
     any Restricted Subsidiary has otherwise become liable or  on
     which  the Borrower or any Restricted Subsidiary customarily
     pays interest charges.

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

          "Quarterly  Dates"  shall mean the  last  day  of  each
     March, June, September and December, in each year, the first
     of which shall be September 30, 2003.

          "Reference  Rating" shall mean the ratings assigned  by
     S&P  and Moody's to the senior unsecured non-credit enhanced
     long-term debt of the Borrower.  If such ratings assigned by
     S&P and Moody's are not comparable (i.e., a "split rating"),
     and  (i)  the ratings differential is less than two  levels,
     then  the higher of such two ratings shall control  or  (ii)
     the  ratings  differential is two levels or more,  then  the
     ratings  one  below  the higher of such  two  ratings  shall
     control, unless either rating is below BBB- (in the case  of
     S&P)  or  Baa3 (in the case of Moody's), in which  case  the
     lower of the two ratings shall control.

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

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

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

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

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

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

          "Responsible Officer" shall mean, as to any Person, the
     Chief Executive Officer, the President or any Vice President
     of  such Person and, with respect to financial matters,  the
     term "Responsible Officer" shall include the Chief Financial
     Officer  of  such Person.  Unless otherwise  specified,  all
     references  to  a Responsible Officer herein  shall  mean  a
     Responsible Officer of the Borrower.

          "Restricted Subsidiary" shall mean those Persons listed
     on  Exhibit D-1 and any Subsidiary of the Borrower or of any
     Restricted  Subsidiary that has not been designated  by  the
     Board  of  Directors of the General Partner, at its creation
     or acquisition, as an Unrestricted Subsidiary.  The Borrower
     may  thereafter redesignate an Unrestricted Subsidiary as  a
     Restricted   Subsidiary,  and  it  will  thereafter   be   a
     Restricted   Subsidiary;  provided,  that  such   Restricted
     Subsidiary  may  not  thereafter  be  redesignated   as   an
     Unrestricted  Subsidiary,  and provided,  further,  that  no
     Subsidiary  may be designated as an Unrestricted  Subsidiary
     at  any time other than at its creation or acquisition.   To
     qualify as a Restricted Subsidiary, such Subsidiary shall be
     in a line of business as is permitted for the Borrower under
     the Borrower Partnership Agreement and shall have executed a
     Guaranty and at the time such Subsidiary is designated as  a
     Restricted Subsidiary no Default shall exist or result  from
     such  designation.   Notwithstanding the  foregoing,  Laurel
     Pipe    Line    Company,    L.P.,   a    Delaware    limited
     partnership("Laurel"), shall be deemed to  be  a  Restricted
     Subsidiary  regardless  of  whether  it  has  executed   and
     delivered a Guaranty and at no time shall Laurel be required
     to execute a Guaranty.

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

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

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

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

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

          "Senior Notes" shall mean (i) the 4 5/8% Notes, in  the
     aggregate  principal amount of $300,000,000,  due  2013  and
     (ii) the 6 3/4% Notes, in the aggregate principal amount  of
     $150,000,000,  due  2033;  each  issued  pursuant   to   the
     Indenture.

          "SPC"  shall  have the meaning assigned  such  term  in
     Section 12.06(e)

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

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

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

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

          "Termination Date" shall mean the earlier to  occur  of
     (i) September 1, 2004, as such date may be extended pursuant
     to  Section 2.04 and (ii) the date that the Commitments  are
     terminated pursuant to Section 2.03(a) or 10.02.

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

          "Unrestricted  Subsidiary"  shall  mean  those  Persons
     listed on Exhibit D-2 and any Subsidiary of the Borrower  or
     any  Restricted Subsidiary that has been designated  by  the
     Board   of   Directors  of  the  General   Partner   as   an
     "Unrestricted  Subsidiary" at the time of  its  creation  or
     acquisition;  provided that no Debt or other  obligation  of
     such Unrestricted Subsidiary may be assumed or guaranteed by
     the  Borrower  or any Restricted Subsidiary  except  to  the
     extent  otherwise permitted under Section 9.01(e),  nor  may
     any  asset  of  the  Borrower or any Restricted  Subsidiary,
     directly  or  indirectly, contingently or otherwise,  become
     encumbered or otherwise subject to the satisfaction  thereof
     except  to  the  extent  otherwise permitted  under  Section
     9.02(d).

          "Utilization Percentage" shall mean, as of any time for
     the  determination  thereof,  the  percentage  obtained   by
     dividing the aggregate principal amount of Loans outstanding
     by  the  Aggregate  Revolving  Credit  Commitments  then  in
     effect.

     SECTION 1.02.  Accounting Terms and Determinations.

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

                           ARTICLE II
                           COMMITMENTS

     SECTION 2.01.  Loans.

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

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

     SECTION 2.02.  Borrowings, Continuations and Conversions  of
Loans.

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

     (b)  Minimum Amounts.  All Base Rate Loan borrowings shall be in
amounts  of at least $1,000,000 or the remaining balance  of  the
Aggregate  Revolving Credit Commitments, if less,  or  any  whole
multiple  of  $1,000,000 in excess thereof, and all  LIBOR  Loans
shall  be in amounts of at least $3,000,000 or any whole multiple
of $1,000,000 in excess thereof.

(c)  Notices.  All borrowings, continuations and conversions
shall require advance written notice to the Agent (which shall
promptly notify the Lenders) in the form of Exhibit A (or
telephonic notice promptly confirmed by such a written notice),
which in each case shall be irrevocable, from the Borrower to be
received by the Agent not later than 11:00 a.m. Atlanta time on
the date of each Base Rate Loan borrowing and not later than
11:00 a.m. Atlanta time at least three Business Days prior to the
date of each LIBOR Loan borrowing, continuation or conversion.
Without in any way limiting the Borrower's obligation to confirm
in writing any telephonic notice, the Agent may act without
liability upon the basis of telephonic notice believed by the
Agent in good faith to be from the Borrower prior to receipt of
written confirmation.  In each such case, the Borrower hereby
waives the right to dispute the Agent's record of the terms of
such telephonic notice except in the case of gross negligence or
willful misconduct by the Agent.
(d)  Continuation Options.  Subject to the provisions made in
this Section 2.02(d), the Borrower may elect to continue all or
any part of any LIBOR Loan beyond the expiration of the then
current Interest Period relating thereto by giving advance notice
as provided in Section 2.02(c) to the Agent (which shall promptly
notify the Lenders) of such election, specifying the amount of
such Loan to be continued and the Interest Period therefor.  In
the absence of such a timely and proper election, the Borrower
shall be deemed to have elected to convert such LIBOR Loan to a
Base Rate Loan pursuant to Section 2.02(e).  All or any part of
any LIBOR Loan may be continued as provided herein, provided that
(i) any continuation of any such Loan shall be (as to each Loan
as continued for an applicable Interest Period) in amounts of at
least $5,000,000 or any whole multiple of $1,000,000 in excess
thereof and (ii) no Default shall have occurred and be
continuing.  If a Default shall have occurred and be continuing,
each LIBOR Loan shall be converted to a Base Rate Loan on the
last day of the Interest Period applicable thereto.
(e)  Conversion Options.  The Borrower may elect to convert all
or any part of any LIBOR Loan on the last day of the then current
Interest Period relating thereto to a Base Rate Loan by giving
advance notice to the Agent (which shall promptly notify the
Lenders) of such election.  Subject to the provisions made in
this Section 2.02(e), the Borrower may elect to convert all or
any part of any Base Rate Loan at any time and from time to time
to a LIBOR Loan by giving advance notice as provided in
Section 2.02(c) to the Agent (which shall promptly notify the
Lenders) of such election.  All or any part of any outstanding
Loan may be converted as provided herein, provided that (i) any
conversion of any Base Rate Loan into a LIBOR Loan shall be (as
to each such Loan into which there is a conversion for an
applicable Interest Period) in amounts of at least $5,000,000 or
any whole multiple of $1,000,000 in excess thereof and (ii) no
Default shall have occurred and be continuing.  If a Default
shall have occurred and be continuing, no Base Rate Loan may be
converted into a LIBOR Loan.
     (f)  Advances.  Not later than 11:00 a.m. Atlanta time for LIBOR
Loans and 1:00 p.m. Atlanta time for Base Rate Loans on the  date
specified  for each borrowing hereunder, each Lender  shall  make
available the amount of the Loan to be made by it on such date to
the  Agent,  to  an  account which the Agent  shall  specify,  in
immediately  available funds, for the account  of  the  Borrower.
The  amounts so received by the Agent shall, subject to the terms
and  conditions  of  this Agreement, be  made  available  to  the
Borrower by depositing the same, in immediately available  funds,
in  an  account of the Borrower, designated by the  Borrower  and
maintained at the Principal Office.

     SECTION 2.03.  Changes of Commitments.

     (a)  The Borrower shall have the right to terminate or to reduce
the  amount of the Aggregate Revolving Credit Commitments at  any
time,  or  from  time to time, upon not less than three  Business
Days' prior notice to the Agent (which shall promptly notify  the
Lenders)  of  each  such termination or reduction,  which  notice
shall  specify the effective date thereof and the amount  of  any
such  reduction (which shall not be less than $2,000,000  or  any
whole  multiple  of $2,000,000 in excess thereof)  and  shall  be
irrevocable and effective only upon receipt by the Agent.

(b)  The Aggregate Revolving Credit Commitments once terminated
or reduced may not be reinstated.
     SECTION 2.04.  Renewal of Commitments.

     (a)  At least 45 but not more than 60 days prior to the then-
current  Termination  Date, the Borrower  may,  by  delivering  a
written   request   to  the  Agent  (each  such   request   being
irrevocable), request that the then-current Termination  Date  be
extended for an additional period of 364 days, commencing on  the
then-current Termination Date.  Upon receipt of such notice,  the
Agent shall promptly communicate such request to the Lenders.

     (b)  No earlier than 45 days prior, and no later than 30 days
prior,  to  the then-current Termination Date, the Lenders  shall
indicate  to  the Agent and the Borrower whether  the  Borrower's
request  to  so  extend  the  then-current  Termination  Date  is
acceptable  to  the  Lenders,  it  being  understood   that   the
determination  by  each Lender will be in its sole  and  absolute
discretion  and  that  the failure of any Lender  to  so  respond
within  such  period shall be deemed to constitute a  refusal  by
such  Lender  to consent to such request, with the  result  being
that  such  request is denied (any Lender refusing or  deemed  to
refuse any such request, a "Non-Consenting Lender").

     (c)  Subject to the satisfaction of the conditions set forth in
Section 6.03, in the event that the sum of the Commitments of the
Lenders  that have consented to the Borrower's request to  extend
the then-current Termination Date (the "Consenting Lenders") plus
the  Commitments of Non-Consenting Lenders with respect  to  such
request  that  have  been assigned pursuant to  Section  12.06(b)
hereof  shall constitute at least 80% of the Aggregate  Revolving
Credit  Commitments, the then-current Termination Date  shall  be
extended for an additional period of 364 days with respect to the
Commitments of such Consenting Lenders.  The Commitments of  Non-
Consenting   Lenders   with  respect  to   such   request   shall
automatically terminate on the then-current Termination Date (and
the  principal  amount of all Loans made by  such  Non-Consenting
Lenders,  together with accrued interest and fees to  such  date,
shall  be  repaid), unless assigned pursuant to Section  12.06(b)
hereof;  provided  that,  before the  Borrower  may  solicit  any
institution  other  than the Consenting Lenders,  the  Consenting
Lenders  shall, at least five days before the end  of  the  then-
current  Termination  Date,  determine  whether  to  purchase  by
assignment the Commitments of such Non-Consenting Lenders.

     (d)  The Agent shall prepare and deliver to the Borrower and each
Lender  (including each new bank and other financial  institution
to  which  a Non-Consenting Lender's Commitment has been assigned
pursuant to Section 12.06(b)) a revised Annex I that reflects the
Commitments of each Lender.

     SECTION 2.05.  Fees.

     (a)  Facility Fee.  The Borrower shall pay to the Agent for the
account of each Lender a facility fee equal to the product of (i)
the  daily average amount of such Lender's Commitment (regardless
of  usage)  and (ii) the rate per annum set forth  below  in  the
columns  identified as Level 1, Level 2, Level 3,  Level  4,  and
Level 5, determined by reference to the Reference Rating from the
date  hereof  in the case of each Lender, and from the  effective
date  specified in the Assignment Agreement pursuant to which  it
became  a  Lender,  in the case of each other Lender,  until  the
earlier to occur of the Termination Date and, in the case of  the
termination  in  whole  of  a  Lender's  Commitment  pursuant  to
Section  2.03,  the  date of such termination,  payable  on  each
Quarterly Date during such period, and on the Termination Date.

             Level 1   Level 2    Level 3   Level 4    Level 5
 S&P/Moody  Referenc   Referenc  Referenc  Referenc   Referenc
     's     e Rating   e Rating  e Rating  e Rating   e Rating
            at least     Less      Less      Less       below
              A-/A3      than      than      than     Level 4*
                       Level 1    Level 2   Level 3
                        but at    but at    but at
                        least      least     least
                       BBB+/Baa  BBB/Baa2    BBB-
                          1                  /Baa3
 Rate Per Annum
 Facility    0.100%     0.125%    0.150%     0.225%    0.350%
 Fee

                                                       *or unrated

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

     (b)  Fee Letter.  The Borrower shall pay to SunTrust and SunTrust
Robinson  Humphrey, a division of SunTrust Capital Markets,  Inc.
for their respective accounts such other fees as are set forth in
the Fee Letter on the dates specified therein.

     SECTION 2.06.  Several Obligations.

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

     SECTION 2.07.  Noteless Agreement; Evidence of Indebtedness.

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

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

(c)  The entries maintained in the accounts maintained pursuant
to subsections (a) and (b) above shall be prima facie evidence of
the existence and amounts of the obligations therein recorded;
provided, however, that the failure of the Agent or any Lender to
maintain such accounts or any error therein shall not in any
manner affect the obligation of the Borrower to repay such
obligations in accordance with their terms.
(d)  Any Lender may request that its Loans be evidenced by one or
more promissory notes.  In such event, the Borrower shall
prepare, execute and deliver to such Lender one or more
promissory notes payable to the order of such Lender and in a
form acceptable to the Borrower and the Agent.  Thereafter, the
Loans evidenced by such note(s) and interest thereon shall at all
times (including after any assignment pursuant to
Section 12.06(b)) be represented by notes from the Borrower,
payable to the order of the payee named therein or any assignee
pursuant to Section 12.06(b), except to the extent that any such
Lender or assignee subsequently returns any such note for
cancellation and requests that the related Loans once again be
evidenced as in subsections (a) and (b) above.
     SECTION 2.08.  Prepayments.

     (a)  Voluntary Prepayments.  The Borrower may prepay the Base
Rate Loans upon not less than one (1) Business Day's prior notice
to  the  Agent  (which shall promptly notify the Lenders),  which
notice  shall  specify  the prepayment date  (which  shall  be  a
Business Day) and the amount of the prepayment (which shall be at
least $1,000,000 or whole multiples of $500,000 in excess thereof
for  Loans  that are Base Rate Loans, or the remaining  aggregate
principal  balance  outstanding) and  shall  be  irrevocable  and
effective only upon receipt by the Agent, provided that  interest
on  the principal prepaid, accrued to the prepayment date,  shall
be  paid  on the prepayment date.  The Borrower may prepay  LIBOR
Loans on the same conditions as for Base Rate Loans (except  that
prior  notice to the Agent shall be not less than three  Business
Days  for  LIBOR  Loans  and  such  payment  shall  be  at  least
$5,000,000  or  whole multiples of $1,000,000 in excess  thereof)
and  in addition such prepayments of LIBOR Loans shall be subject
to  the terms of Section 5.05 and shall be in an amount equal  to
all of the LIBOR Loans for the Interest Period prepaid.

     (b)   Mandatory Prepayments.  If, after giving effect to any
termination  or  reduction  of  the  Aggregate  Revolving  Credit
Commitments   pursuant  to  Section  2.03(a),   the   outstanding
aggregate  principal  amount of the Loans exceeds  the  Aggregate
Revolving Credit Commitments, the Borrower shall prepay the Loans
on  the  date  of such termination or reduction in  an  aggregate
principal  amount equal to the excess, together with interest  on
the principal amount paid accrued to the date of such prepayment.

     (c)  Generally.  Prepayments permitted or required under this
Section  2.08  shall  be without premium or  penalty,  except  as
required  under Section 5.05 for prepayment of LIBOR Loans.   Any
prepayments  on the Loans may be reborrowed subject to  the  then
effective Aggregate Revolving Credit Commitments.

     SECTION 2.09.  Lending Offices.

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

                           ARTICLE III
               PAYMENTS OF PRINCIPAL AND INTEREST

     SECTION 3.01.  Repayment of Loans.

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

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

     SECTION 3.02.  Interest.

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

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

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

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

(c)  Due Dates.  Accrued interest on Base Rate Loans shall be
payable on each Quarterly Date, and accrued interest on each
LIBOR Loan shall be payable on the last day of the Interest
Period therefor and, if such Interest Period is longer than three
months, at three-month intervals following the first day of such
Interest Period, except that interest payable at the Post-Default
Rate shall be payable from time to time on demand and interest on
any LIBOR Loan that is converted into a Base Rate Loan pursuant
to Section 5.04 shall be payable on the date of conversion (but
only to the extent so converted).  All accrued and unpaid
interest on the Loans shall be paid on the Termination Date.
(d)  Determination of Rates.  Promptly after the determination of
any interest rate provided for herein or any change therein, the
Agent shall notify the Lenders and the Borrower thereof.  Each
determination by the Agent of an interest rate or fee hereunder
shall, except in cases of manifest error, be final, conclusive
and binding on the parties.
ARTICLE IV

        PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

     SECTION 4.01.  Payments.

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

     SECTION 4.02.  Pro Rata Treatment.

     Except  to the extent otherwise provided herein, each Lender
agrees   that:   (i)  each  borrowing  from  the  Lenders   under
Section   2.01   and  each  continuation  and  conversion   under
Section  2.02  shall  be  made  from  the  Lenders  pro  rata  in
accordance  with  their Percentage Share, each  payment  of  fees
under  Section 2.05(a) shall be made for account of  the  Lenders
pro  rata  in  accordance with their Percentage Share,  and  each
termination or reduction of the amount of the Aggregate Revolving
Credit Commitments under Section 2.03(a) shall be applied to  the
Commitments of all Lenders, pro rata according to the amounts  of
their  respective Commitments; (ii) each payment of principal  of
Loans  by  the Borrower shall be made for account of the  Lenders
pro  rata  in  accordance  with the respective  unpaid  principal
amount  of the Loans held by the Lenders; and (iii) each  payment
of interest on Loans by the Borrower shall be made for account of
the  Lenders pro rata in accordance with the amounts of  interest
due and payable to the respective Lenders.

     SECTION 4.03.  Computations.

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

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

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

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

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

(b)  If any Lender shall obtain payment of any principal of or
interest on any Loan made by it to the Borrower under this
Agreement through the exercise of any right of set-off, banker's
lien or counterclaim or similar right or otherwise, and, as a
result of such payment, such Lender shall have received a greater
percentage of the principal or interest (or reimbursement) then
due hereunder by the Borrower to such Lender than the percentage
received by any other Lenders, it shall promptly (i) notify the
Agent and each other Lender thereof and (ii) purchase from such
other Lenders participations in (or, if and to the extent
specified by such Lender, direct interests in) the Loans made by
such other Lenders (or in interest due thereon, as the case may
be) in such amounts, and make such other adjustments from time to
time as shall be equitable, to the end that all the Lenders shall
share the benefit of such excess payment (net of any expenses
which may be incurred by such Lender in obtaining or preserving
such excess payment) pro rata in accordance with the unpaid
principal and/or interest on the Loans held by each of the
Lenders.  To such end all the Lenders shall make appropriate
adjustments among themselves (by the resale of participations
sold or otherwise) if such payment is rescinded or must otherwise
be restored.  The Borrower agrees that any Lender so purchasing a
participation (or direct interest) in the Loans made by other
Lenders (or in interest due thereon, as the case may be) may
exercise all rights of set-off, banker's lien, counterclaim or
similar rights with respect to such participation as fully as if
such Lender were a direct holder of Loans in the amount of such
participation.  Nothing contained herein shall require any Lender
to exercise any such right or shall affect the right of any
Lender to exercise, and retain the benefits of exercising, any
such right with respect to any other indebtedness or obligation
of the Borrower.  If under any applicable bankruptcy, insolvency
or other similar law, any Lender receives a secured claim in lieu
of a set-off to which this Section 4.05 applies, such Lender
shall, to the extent practicable, exercise its rights in respect
of such secured claim in a manner consistent with the rights of
the Lenders entitled under this Section 4.05 to share the
benefits of any recovery on such secured claim.
     SECTION 4.06.  Taxes.

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

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

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

     (d)  Foreign Lenders, Participants and Assignees.

     Each  Lender,  participant  (by  accepting  a  participation
interest  under  this Agreement) and assignee  (by  executing  an
Assignment Agreement) that is not organized under the laws of the
United  States of America or one of its states (1) represents  to
the  Agent and the Borrower that (A) no taxes are required to  be
withheld  by  the  Agent  or the Borrower  with  respect  to  any
payments  to be made to it hereunder and (B) it has furnished  to
the  Agent  and the Borrower two duly completed copies of  either
U.S.  Internal Revenue Service Form W-8BEN or W-8ECI or any other
form acceptable to the Agent and the Borrower that entitles it to
a  complete  exemption from U.S. federal withholding tax  on  all
interest   or   fee  payments  under  the  Loan  Documents,   and
(2)  covenants  to (A) provide the Agent and the Borrower  a  new
Form  W-8BEN or W-8ECI or other form acceptable to the Agent  and
the  Borrower  upon the expiration or obsolescence  according  to
Governmental Requirement of any previously delivered  form,  duly
executed  and  completed  by  it,  entitling  it  to  a  complete
exemption  from U.S. federal withholding tax on all interest  and
fee  payments under the Loan Documents, and (B) comply from  time
to  time  with all Governmental Requirements with regard  to  the
withholding tax exemption.  If any of the foregoing is  not  true
at  any  time or the applicable forms are not provided, then  the
Borrower and the Agent (without duplication), notwithstanding any
other  provision  of this Section 4.06, may deduct  and  withhold
from  interest and fee payments under the Loan Documents any  tax
at   the   maximum  rate  under  the  Code  or  other  applicable
Governmental  Requirement, and amounts so deducted  and  withheld
shall be treated as paid to that Lender, participant or assignee,
as the case may be, for all purposes under the Loan Documents.

                            ARTICLE V
                        YIELD PROTECTION

     SECTION 5.01.  Additional Costs.

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

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

(c)  Compensation Procedure.  Any Lender notifying the Borrower
of the incurrence of additional costs under this Section 5.01
shall in such notice to the Borrower and the Agent set forth in
reasonable detail the basis and amount of its request for
compensation.  Determinations and allocations by each Lender for
purposes of this Section 5.01 of the effect of any Regulatory
Change pursuant to Section 5.01(a), or of the effect of capital
maintained pursuant to Section 5.01(b), on its costs or rate of
return of maintaining Loans or its obligation to make Loans, or
on amounts receivable by it in respect of Loans, and of the
amounts required to compensate such Lender under this
Section 5.01, shall be conclusive and binding for all purposes,
provided that such determinations and allocations are made on a
reasonable basis.  Any request for additional compensation under
this Section 5.01 shall be paid by the Borrower within 30 days of
the receipt by the Borrower of the notice described in this
Section 5.01(c).
(d)  The Lenders shall determine the applicability of, and the
amount due under, this Section 5.01 consistent with the manner in
which they apply similar provisions and calculate similar amounts
payable to them by other borrowers having in their credit
agreements provisions comparable to this Section.
     SECTION 5.02.  Basis Unavailable or Inadequate for LIBOR Rate.

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

     SECTION 5.03.  Illegality.

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

     SECTION 5.04.  Base Rate Loans

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

     SECTION 5.05.  Compensation.

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

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

(ii) any failure by the Borrower for any reason (including but
not limited to, the failure of any of the conditions precedent
specified in Article VI to be satisfied) to borrow, continue or
convert a LIBOR Loan from such Lender on the date for such
borrowing, continuation or conversion specified in the relevant
notice given pursuant to Section 2.02(c).
Without  limiting  the  effect of the  preceding  sentence,  such
compensation shall include an amount equal to the excess, if any,
of  (A)  the amount of interest which would have accrued  on  the
principal  amount so paid, prepaid or converted or  not  borrowed
for  the  period  from  the date of such payment,  prepayment  or
conversion  or failure to borrow to the last day of the  Interest
Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan which would have commenced  on  the
date  specified  for  such borrowing) at the applicable  rate  of
interest  for such Loan provided for herein over (B) the interest
component of the amount such Lender would have bid in the  London
interbank market for Dollar deposits of leading banks in  amounts
comparable   to   such  principal  amount  and  with   maturities
comparable  to  such  period (as reasonably  determined  by  such
Lender).

     SECTION 5.06.  Replacement Lenders.

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

(b)  In order to effect the termination of the Commitment of the
Terminated Lender, the Borrower shall: (i) obtain an agreement
with one or more Lenders to increase their Commitment or
Commitments and/or (ii) request any one or more other banking
institutions to become parties to this Agreement in place and
instead of such Terminated Lender and agree to accept a
Commitment or Commitments; provided, however, that such one or
more other banking institutions are reasonably acceptable to the
Agent and become parties by executing an Assignment Agreement
(the Lenders or other banking institutions that agree to accept
in whole or in part the Commitment of the Terminated Lender being
referred to herein as the "Replacement Lenders"), such that the
aggregate increased and/or accepted Commitments of the
Replacement Lenders under clauses (i) and (ii) above equal the
Commitment of the Terminated Lender.
     (c)  The Notice of Termination shall include the name of the
Terminated  Lender,  the  date the termination  will  occur  (the
"Lender  Termination  Date"),  and  the  Replacement  Lender   or
Replacement  Lenders to which the Terminated Lender  will  assign
its  Commitment  and, if there will be more than one  Replacement
Lender, the portion of the Terminated Lender's Commitment  to  be
assigned to each Replacement Lender.

(d)  On the Lender Termination Date, (i) the Terminated Lender
shall by execution and delivery of an Assignment Agreement assign
its Commitment to the Replacement Lender or Replacement Lenders
(pro rata, if there is more than one Replacement Lender, in
proportion to the portion of the Terminated Lender's Commitment
to be assigned to each Replacement Lender) indicated in the
Notice of Termination and shall assign to the Replacement Lender
or Replacement Lenders each of its Loans (if any) then
outstanding pro rata as aforesaid) and (ii) the Replacement
Lender or Replacement Lenders will thereupon (pro rata as
aforesaid) succeed to and be substituted in all respects for the
Terminated Lender with like effect as if becoming a Lender
pursuant to the terms of Section 12.06(b), and the Terminated
Lender will have the rights and benefits of an assignor under
Section 12.06(b).  To the extent not in conflict, the terms of
Section 12.06(b) shall supplement the provisions of this
Section 5.06(d).  For each assignment made under this
Section 5.06, the Replacement Lender shall pay to the Agent the
processing fee provided for in Section 12.06(b).  The Borrower
will be responsible for the payment of any breakage costs
associated with termination and Replacement Lenders, as set forth
in Section 5.05.
                           ARTICLE VI
                      CONDITIONS PRECEDENT

     SECTION 6.01.  Initial Funding.

     The obligation of the Lenders to make the Initial Funding is
subject to, on or before the date of the Initial Funding, (i) the
Agent's  having  completed a review satisfactory  to  it  of  the
environmental   files  of  the  Borrower   and   the   Restricted
Subsidiaries, and (ii) the receipt by the Lenders  and  Agent  of
all  fees  due  and  payable as of such date  and  the  following
documents,  each of which shall be satisfactory to the  Agent  in
form and substance:

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

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

     (c)  A Compliance Certificate for the fiscal quarter ending June
30,  2003 duly and properly executed by a Responsible Officer and
dated as of the date of the Initial Funding.

     (d)  A promissory note payable to the order of each Lender that
requests one pursuant to Section 2.07.

     (e)   The  Loan  Documents, duly completed and  executed  in
sufficient number of counterparts as reasonably requested by  the
Agent.

     (f)  Opinions of Morgan, Lewis & Bockius LLP, counsel to the
Borrower  and  the Guarantors and certain local  counsel  to  the
Borrower   and  the  Guarantors,  each  in  form  and   substance
satisfactory  to  the Agent, as to such matters incident  to  the
transactions  herein  contemplated as the  Agent  may  reasonably
request.

(g)  A certificate of insurance coverage of the Borrower
evidencing that the Borrower is carrying insurance in accordance
with Section 7.19.
     (h)  Evidence that, upon the application of the proceeds of the
Initial  Funding,  the  commitments  of  the  lenders  under  the
Existing Credit Agreement shall be terminated and the obligations
of  the  Borrower  and  the  Restricted  Subsidiaries  under  the
Existing Credit Agreement shall be paid in full.

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

     SECTION 6.02.  Initial and Subsequent Loans.

     The  obligation of the Lenders to make Loans to the Borrower
upon  the  occasion  of each borrowing hereunder  (including  the
Initial  Funding) is subject to the further conditions  precedent
that,  as  of  the  date of such Loans and  after  giving  effect
thereto:

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

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

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

     SECTION  6.03.   Conditions Precedent to Each  Extension  of
Termination Date.

     In the event that the Borrower shall request an extension of
the  Termination  Date pursuant to Section 2.04,  such  extension
shall  take  effect only upon the satisfaction of  the  following
conditions precedent:

     (a)  the Borrower shall have paid all fees payable hereunder, to
the extent then due and payable;

     (b)  the Agent shall have received such other documents and legal
opinions  in  respect  of  any  aspect  or  consequence  of   the
transactions  contemplated by Section 2.04  as  the  Agent  shall
reasonably request, including, without limitation, copies of  the
resolutions, in form and substance satisfactory to the Agent,  of
the  directors of the Borrower's general partner authorizing  the
extension of the Termination Date; and

     (c)  the following statements shall be true on and as of the last
day of the then-current Termination Date:

          (i)  The representations and warranties contained in Article VII
     are correct in all material respects on and as of such date as
     though made on and as of such date (unless they speak  to  a
     specified  date or are based on facts that have  changed  by
     transactions  contemplated or expressly  permitted  by  this
     Agreement); and

          (ii) No event has occurred and is continuing, or would result
     from such extension of the Termination Date, that constitutes an
     Event of Default or a Default.

     SECTION 6.04.  Conditions Precedent for the Benefit of Lenders.

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

     SECTION 6.05.  No Waiver.

     No  waiver  of  any condition precedent shall  preclude  the
Agent  or  the Lenders from requiring such condition  to  be  met
prior to making any subsequent Loan or preclude the Lenders  from
thereafter declaring that the failure of the Borrower to  satisfy
such condition precedent constitutes a Default.

                           ARTICLE VII
                 REPRESENTATIONS AND WARRANTIES

     The  Borrower represents and warrants to the Agent  and  the
Lenders that (each representation and warranty herein is given as
of the date hereof and shall be deemed repeated and reaffirmed on
the dates of each borrowing):

     SECTION 7.01.  Existence.

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

     SECTION 7.02.  Financial Condition.

     The  audited consolidated balance sheet of the Borrower  and
its  Consolidated Subsidiaries as at December 31,  2002  and  the
related consolidated statement of income, equity and cash flow of
the  Borrower  and its Consolidated Subsidiaries for  the  fiscal
year  ended on said date, with the opinion thereon of Deloitte  &
Touche  LLP heretofore furnished to each of the Lenders  and  the
unaudited  consolidated balance sheet of  the  Borrower  and  its
Consolidated  Subsidiaries as at June 30, 2003  and  the  related
consolidated statements of income, equity and cash  flow  of  the
Borrower  and  its Consolidated Subsidiaries for  the  six  month
period ended on such date heretofore furnished to the Agent,  are
complete  and correct and fairly present in all material respects
the  consolidated  financial condition of the  Borrower  and  its
Consolidated Subsidiaries as at said dates and the results of its
operations for the fiscal year and the six month period ending on
said  dates,  all  in  accordance with  GAAP,  as  applied  on  a
consistent  basis (subject, in the case of the interim  financial
statements,  to  normal year-end adjustments  and,  the  lack  of
footnotes).   Neither  the Borrower nor  any  Subsidiary  of  the
Borrower  has  on  the date hereof any material Debt,  contingent
liabilities, liabilities for taxes, unusual forward or  long-term
commitments  or  unrealized  or  anticipated  losses   from   any
unfavorable  commitments, except as referred to or  reflected  or
provided  for  in the Financial Statements or in  Schedule  7.02.
Since December 31, 2002, there has been no change or event having
a  Material Adverse Effect that is continuing.  Since the date of
the Financial Statements, neither the business nor the Properties
(taken  as  a  whole)  of  the Borrower,  any  Guarantor  or  any
Restricted Subsidiary have been materially and adversely affected
as  a  result of any fire, explosion, earthquake, flood, drought,
windstorm, accident, strike or other labor disturbance,  embargo,
requisition  or taking of Property or cancellation of  contracts,
permits  or  concessions  by  any Governmental  Authority,  riot,
activities of armed forces or acts of God or of any public  enemy
which is continuing.

     SECTION 7.03.  Litigation.

     Except  as disclosed to the Lenders in Schedule 7.03  hereto
or  as  disclosed in the Borrower's Form 10-K for the year  ended
December 31, 2002 filed with the SEC (a true and complete copy of
which  has  been delivered to the Agent), as of the  date  hereof
there   is  no  litigation,  legal,  administrative  or  arbitral
proceeding,  investigation or other action of any nature  pending
or,  to  the  knowledge  of the Borrower  threatened  against  or
affecting  the  Borrower, the General Partner or  any  Restricted
Subsidiary  that  involves the possibility  of  any  judgment  or
liability  against  the  Borrower,  the  Guarantor,  the  General
Partner  or  any  Restricted  Subsidiary  not  fully  covered  by
insurance   (except  for  normal  deductibles),  and  which,   if
determined adversely, would have a Material Adverse Effect.

     SECTION 7.04.  No Breach.

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

     SECTION 7.05.  Authority.

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

     SECTION 7.06.  Approvals.

     No  authorizations, approvals or consents of, and no filings
or  registrations with, any Governmental Authority are  necessary
for  the execution, delivery or performance by the Borrower,  the
Guarantors, the General Partner or the Restricted Subsidiaries of
the Loan Documents or for the validity or enforceability thereof,
except   for  the  order  of  the  Pennsylvania  Public   Utility
Commission,  in Docket No. S-00030957, registering an Abbreviated
Securities  Certificate authorizing Buckeye  Pipe  Line  Company,
L.P.  to  enter into the Guaranty, which has been duly  filed  or
obtained, and is final and in full force and effect.

     SECTION 7.07.  Use of Loans.

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

     SECTION 7.08.  ERISA.

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

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

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

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

(e)  Full payment when due has been made of all amounts which the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
is required under the terms of each Plan or applicable law to
have paid as contributions to such Plan, and no accumulated
funding deficiency (as defined in section 302 of ERISA and
section 412 of the Code), whether or not waived, exists with
respect to any Plan.
     (f)  The actuarial present value of the benefit liabilities under
all Plans that are subject to Title IV of ERISA do not, as of the
end of the Borrower's most recently ended fiscal year, exceed the
current value of the assets (computed on a plan termination basis
in  accordance with Title IV of ERISA) of such Plans allocable to
such   benefit  liabilities  by  more  than  $2,000,000  in   the
aggregate.   The  term "actuarial present value  of  the  benefit
liabilities" shall have the meaning specified in section 4041  of
ERISA.

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

(h)  None of the Borrower, any Subsidiary of the Borrower or any
ERISA Affiliate sponsors, maintains or contributes to, or has at
any time in the preceding six calendar years, sponsored,
maintained or contributed to, any Multiemployer Plan.
     (i)  Neither the Borrower, any Subsidiary of the Borrower or any
ERISA   Affiliate   is   required  to  provide   security   under
section  401(a)(29)  of  the Code due to a  Plan  amendment  that
results in an increase in current liability for the Plan.

     SECTION 7.09.  Taxes.

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

     SECTION 7.10.  Titles, etc.

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

     (b)  All leases and agreements necessary for the conduct of the
business  of  the  Borrower, the Guarantors  and  the  Restricted
Subsidiaries are valid and subsisting, in full force and  effect,
except  as  could not reasonably be expected to have  a  Material
Adverse  Effect,  and  there  exists  no  default  or  event   or
circumstance  which with the giving of notice or the  passage  of
time or both would give rise to a default under any such lease or
leases, which would affect in any material respect the conduct of
the  business  of the Borrower, the Guarantors or the  Restricted
Subsidiaries.

     (c)  The rights, Properties and other assets presently owned,
leased  or  licensed  by  the Borrower, the  Guarantors  and  the
Restricted   Subsidiaries  including,  without  limitation,   all
easements  and rights of way, include all rights, Properties  and
other assets necessary to permit the Borrower, each Guarantor and
each  Restricted  Subsidiary  to  conduct  its  business  in  all
material  respects  in the same manner as its business  has  been
conducted prior to the date hereof.

(d)  All of the assets and Properties of the Borrower, the
Guarantors and the Restricted Subsidiaries that are reasonably
necessary for the operation of their business are in all material
respects in good working condition and are maintained in
accordance with prudent business standards.
     SECTION 7.11.  No Material Misstatements.

     No  written  information, statement,  exhibit,  certificate,
document or report furnished to the Agent and the Lenders (or any
of  them)  by  the  Borrower,  any Guarantor  or  any  Restricted
Subsidiary  in connection with the negotiation of this  Agreement
contained any material misstatement of fact or omitted to state a
material  fact  or  any  fact necessary  to  make  the  statement
contained therein not materially misleading in the light  of  the
circumstances  in which made.  There is no fact peculiar  to  the
Borrower or any Restricted Subsidiary that has a Material Adverse
Effect  or in the future is reasonably likely to have (so far  as
the  Borrower can now foresee) a Material Adverse Effect and that
has  not been set forth in this Agreement or the other documents,
certificates  and  statements furnished to the  Agent  by  or  on
behalf of the Borrower or any Restricted Subsidiary prior to,  as
of,   the   date  hereof  in  connection  with  the  transactions
contemplated hereby.

     SECTION 7.12.  Investment Company Act.

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

     SECTION 7.13.  Public Utility Holding Company Act.

     None  of  the  Borrower,  any Guarantor  or  any  Restricted
Subsidiary is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of
a  "subsidiary  company"  of a "holding company,"  or  a  "public
utility" within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

     SECTION 7.14.  Subsidiaries.

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

     SECTION 7.15.  Location of Business and Offices.

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

     SECTION 7.16.  Defaults.

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

     SECTION 7.17.  Environmental Matters.

     Except  (i) as provided in Schedule 7.17, (ii) as  disclosed
in  the  Form 10-K for the year ended December 31, 2002 filed  by
the  Borrower with the SEC, or (iii) as would not have a Material
Adverse Effect (or with respect to (c), (d) and (e) below,  where
the  failure  to  take  such actions would not  have  a  Material
Adverse Effect):

     (a)  Neither any Property of the Borrower, any Guarantor or any
Restricted  Subsidiary  nor  the  operations  conducted   thereon
violate  any  order or requirement of any court  or  Governmental
Authority or any Environmental Laws;

     (b)  Without limitation of clause (a) above, no Property of the
Borrower,  any  Guarantor or any Restricted  Subsidiary  nor  the
operations currently conducted thereon or, to the best  knowledge
of  the Borrower, by any prior owner or operator of such Property
or  operation,  are in violation of or subject to  any  existing,
pending  or  threatened action, suit, investigation,  inquiry  or
proceeding by or before any court or Governmental Authority or to
any remedial obligations under Environmental Laws;

(c)  All notices, permits, licenses or similar authorizations, if
any, required to be obtained or filed in connection with the
operation or use of any and all Property of the Borrower, each
Guarantor and each Restricted Subsidiary, including without
limitation past or present treatment, storage, disposal or
release of a hazardous substance, hazardous waste or solid waste
into the environment, have been duly obtained or filed, and each
of the Borrower, the Guarantors and the Restricted Subsidiaries
are in compliance with the terms and conditions of all such
notices, permits, licenses and similar authorizations;
     (d)  All hazardous substances, hazardous waste, solid waste, and
oil  and gas exploration and production wastes, if any, generated
at  any  and all Property of the Borrower, any Guarantor  or  any
Restricted Subsidiary have in the past been transported,  treated
and  disposed of in accordance with Environmental Laws and so  as
not  to  pose an endangerment to public health or welfare or  the
environment, and, to the best knowledge of the Borrower, all such
transport  carriers  and treatment and disposal  facilities  have
been and are operating in compliance with Environmental Laws  and
so  as  not  to pose an imminent and substantial endangerment  to
public  health  or welfare or the environment, and  are  not  the
subject   of   any   existing,  pending  or  threatened   action,
investigation  or  inquiry  by  any  Governmental  Authority   in
connection with any Environmental Laws;

     (e)  The Borrower, the Guarantors and the Restricted Subsidiaries
have  taken all steps reasonably necessary to determine and  have
determined  that no hazardous substances, hazardous waste,  solid
waste,  or  oil and gas exploration and production  wastes,  have
been  disposed  of or otherwise released and there  has  been  no
threatened  release  of any hazardous substances  on  or  to  any
Property  of  the  Borrower,  any Guarantor,  or  any  Restricted
Subsidiary;

(f)  To the extent applicable, all Property of the Borrower, each
Guarantor and each Restricted Subsidiary currently satisfies all
design, operation, and equipment requirements imposed by the
Environmental Laws or scheduled as of the date hereof to be
imposed by the Environmental Laws during the term of this
Agreement, and the Borrower does not have any reason to believe
that such Property, to the extent subject to the Environmental
Laws, will not be able to maintain compliance with the
Environmental Laws requirements during the term of this
Agreement; and
     (g)   None  of the Borrower, any Guarantor or any Restricted
Subsidiary has any known contingent liability in connection  with
any   release  or  threatened  release  of  any  oil,   hazardous
substance, hazardous waste or solid waste into the environment.

     SECTION 7.18.  Compliance with the Law.

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

     SECTION 7.19.  Insurance.

     The   Borrower  and  each  of  the  Restricted  Subsidiaries
maintains,   with  financially  sound  and  reputable   insurers,
insurance  with  respect  to  their  respective  Properties   and
businesses  against  such casualties and contingencies,  of  such
types,  on such terms and in such amounts (including deductibles,
co-insurance   and  self-insurance,  if  adequate  reserves   are
maintained with respect thereto) as is customary in the  case  of
entities  of  established reputations engaged in the  same  or  a
similar  business and similarly situated.  All such policies  are
in  full  force  and  effect, all premiums with  respect  thereto
covering all periods up to and including the date of the  closing
have been paid, and no notice of cancellation or termination  has
been received with respect to any such policy.  Such policies are
sufficient for compliance with all requirements of law and of all
agreements  to  which  the  Borrower,  any  Guarantor,   or   any
Restricted  Subsidiary  is a party; are  valid,  outstanding  and
enforceable policies; provide adequate insurance coverage  in  at
least such amounts and against at least such risks (but including
in  any event public liability) as are usually insured against in
the  same  general area by companies engaged in  the  same  or  a
similar  business for the assets and operations of the  Borrower,
each Guarantor and each Restricted Subsidiary.

     SECTION 7.20.  Material Agreements.

     The  Borrower  has  heretofore  delivered  to  the  Agent  a
complete  and  correct  copy  of  the  Indenture  and  the   Note
Agreements relating to the Senior Notes, each as amended  and  in
effect on the date hereof.

     SECTION 7.21.  Partnership Agreement.

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

     SECTION 7.22.  Ownership of Parties.

     (a)  The Borrower is a limited partnership formed under the laws
of  the  State  of  Delaware and owned  1%  (general  partnership
interest)  by  the  General Partner and 99% (limited  partnership
interests) by public holders of limited partnership units.

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

     (c)  BMC owns 100% of the capital stock of the General Partner as
of the date hereof.

                          ARTICLE VIII
                      AFFIRMATIVE COVENANTS

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

     SECTION 8.01.  Reporting Requirements.

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

     (a)  Annual Financial Statements.  As soon as available and in
any  event within 120 days after the end of each fiscal  year  of
the Borrower, the audited consolidated and, within 120 days after
the   end   of  each  fiscal  year  of  the  Borrower,  unaudited
consolidating statements of income, equity, changes in  financial
position  and  cash  flow of the Borrower  and  its  Consolidated
Subsidiaries  for such fiscal year, and the related  consolidated
and   consolidating  balance  sheets  of  the  Borrower  and  its
Consolidated Subsidiaries as at the end of such fiscal year,  and
setting  forth in each case in comparative form the corresponding
figures  for the preceding fiscal year, and, in the case  of  the
audited  statements,  accompanied  by  the  related  opinion   of
independent  public accountants of recognized  national  standing
acceptable  to  the  Agent which opinion shall  state  that  said
financial statements fairly present in all material respects  the
consolidated and consolidating financial condition and results of
operations  of the Borrower and its Consolidated Subsidiaries  as
at  the end of, and for, such fiscal year and that such financial
statements have been prepared in accordance with GAAP, except for
such changes in such principles with which the independent public
accountants  shall  have  concurred and such  opinion  shall  not
contain a "going concern" or like qualification or exception, and
a  certificate  of such accountants stating that, in  making  the
examination  necessary  for  their  opinion,  they  obtained   no
knowledge, except as specifically stated, of any Default.

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

(c)  Change in Reference Rating.  Promptly and in any event
within seven Business Days after Moody's or S&P has changed any
relevant Reference Rating, notice of such change.
(d)  Notice of Default, Etc.  Promptly after a Responsible
officer of the Borrower knows that any Default or any Material
Adverse Effect has occurred, a notice of such Default or Material
Adverse Effect, describing the same in reasonable detail and the
action the Borrower proposes to take with respect thereto.
(e)  Other Accounting Reports.  Promptly upon receipt thereof, a
copy of each other report or letter submitted to the Borrower or
any Subsidiary of the Borrower by independent accountants in
connection with any annual, interim or special audit made by them
of the books of the Borrower and its Subsidiaries, and a copy of
any response by any Guarantor or any Subsidiary of the Borrower,
to such letter or report.
(f)  Governmental Authorities.  Promptly upon receipt thereof, a
copy of any notice from any Governmental Authority (except where
involving a routine or ordinary course matter, which in any case
is immaterial), and promptly upon a Responsible Officer of the
Borrower's knowledge thereof, notice of any material dispute with
any Governmental Authority involving the Borrower, any Guarantor
or any Restricted Subsidiary.
(g)  Notices Under Other Loan Agreements.  Promptly after the
furnishing thereof, copies of any statement, report or notice
furnished by the Borrower to any Person pursuant to the terms of
any indenture, loan or credit or other similar agreement, other
than this Agreement and not otherwise required to be furnished to
the Lenders pursuant to any other provision of this Section 8.01.
(h)  Other Matters.  From time to time such other information
regarding the business, affairs or financial condition of the
Borrower, any Guarantor, any Restricted Subsidiary or any
Subsidiary of the Borrower (including, without limitation, any
Plan or Multiemployer Plan and any reports or other information
required to be filed under ERISA) as the Agent may reasonably
request.
The Borrower will each furnish to the Agent, at the time each set
of  financial  statements is furnished to the Agent  pursuant  to
paragraph (a) or (b) above, a Compliance Certificate executed  by
a   Responsible   Officer  of  the  General  Partner   and   BMC,
respectively, (i) certifying as to the matters set forth  therein
and  stating that no Default has occurred and is continuing  (or,
if  any  Default  has occurred and is continuing, describing  the
same  in reasonable detail), and (ii) setting forth in reasonable
detail  the  computations  necessary  to  determine  whether  the
Borrower is in compliance with Sections 9.12 and 9.13 as  of  the
end of the respective fiscal quarter or fiscal year.

     SECTION 8.02.  Litigation.

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

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

     SECTION 8.03.  Maintenance, Etc.

     (a)  Generally.  The Borrower shall: preserve and maintain its
partnership  or  corporate existence  and  all  of  its  material
rights,  privileges and franchises and shall cause the Restricted
Subsidiaries to do so; keep books of record and account in  which
full,  true  and correct entries will be made of all dealings  or
transactions  in relation to its business and activities;  comply
with all Governmental Requirements if failure to comply with such
requirements  will  have  a  Material  Adverse  Effect;  pay  and
discharge  all  taxes,  assessments and governmental  charges  or
levies imposed on it or on its income or profits or on any of its
Property  prior  to the date on which penalties  attach  thereto,
except  for any such tax, assessment, charge or levy the  payment
of  which  is  being  contested  in  good  faith  and  by  proper
proceedings  and  against  which  adequate  reserves  are   being
maintained; upon reasonable notice, permit representatives of the
Agent  or  any Lender, during normal business hours, to  examine,
copy and make extracts from its books and records, to inspect its
Properties,  and  to discuss its business and  affairs  with  its
officers,  all to-the extent reasonably requested by such  Lender
or the Agent (as the case may be); and keep, or cause to be kept,
insured  by financially sound and reputable insurers all Property
of  a character usually insured by Persons engaged in the same or
similar business similarly situated against loss or damage of the
kinds  and  in  the amounts customarily insured against  by  such
Persons  and carry such other insurance as is usually carried  by
such  Persons  including, without limitation, environmental  risk
insurance to the extent reasonably available.

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

(c)  Operation of Properties.  The Borrower will and will cause
each Restricted Subsidiary to, operate its Properties or cause
such Properties to be operated in a careful and efficient manner
in accordance with the practices of the industry and in
compliance with all applicable contracts and agreements and in
compliance in all material respects with all Governmental
Requirements.
     SECTION 8.04.  Environmental Matters.

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

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

(c)  Future Acquisitions.  The Borrower will, and will cause each
Restricted Subsidiary to, provide environmental audits and tests
in accordance with American Society for Testing and Materials
standards as reasonably requested by the Agent or any Lender
through the Agent (or as otherwise required to be obtained by the
Agent or the Lenders by any Governmental Authority) in connection
with any future acquisitions of any material Properties by the
Borrower, any Guarantor or any Restricted Subsidiary.
     SECTION 8.05.  Further Assurances.

     The Borrower will promptly cure any defects in the execution
and  delivery of the other Loan Documents.  The Borrower, at  its
expense,  will  promptly  execute and deliver  (or  cause  to  be
promptly  executed  and delivered) to the Agent  upon  reasonable
request  all such other documents, agreements and instruments  to
comply  with  or accomplish the covenants and agreements  of  the
Borrower  in the Loan Documents, or to, correct any omissions  in
the  Loan  Documents, or to state more fully the obligations  set
out  herein or in any of the other Loan Documents, or to make any
recordings,  to file any notices or obtain any consents,  all  as
may be necessary or appropriate in connection therewith.

     SECTION 8.06.  Performance of Obligations.

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

     SECTION 8.07.  ERISA Information and Compliance.

     The  Borrower will promptly furnish and will cause any ERISA
Affiliate to promptly furnish to the Agent with sufficient copies
to  the  Lenders (i) promptly after the filing thereof  with  the
United States Secretary of Labor, the Internal Revenue Service or
the  PBGC,  copies of each annual and other material report  with
respect  to  each Plan or any trust created thereunder,  (ii)  as
soon  as  possible  and in any event within  30  days  after  the
occurrence of any ERISA Event in clause (i) of the definition  of
ERISA  Event  or  any "prohibited transaction," as  described  in
section 406 of ERISA or in section 4975 of the Code, and  in  any
event  within 10 days after any other ERISA Event, in  connection
with  any Plan or any trust created thereunder, a written  notice
signed  by  a Responsible Officer specifying the nature  thereof,
what  action  the Borrower or the ERISA Affiliate  is  taking  or
proposes  to  take  with respect thereto, and,  when  known,  any
action  taken  or proposed by the Internal Revenue  Service,  the
Department  of  Labor  or  the PBGC  with  respect  thereto,  and
(iii)  immediately upon receipt thereof, copies of any notice  of
the PBGC's intention to terminate, or to have a trustee appointed
to administer, any Plan.  With respect to each Plan (other than a
Multiemployer Plan), the Borrower will, and will cause each ERISA
Affiliate to, (i) satisfy in full and in a timely manner, without
incurring any late payment or underpayment charge or penalty  and
without  giving  rise  to any lien, all of the  contribution  and
funding  requirements  of  section 412 of  the  Code  (determined
without regard to subsections (d), (e), (f) and (k) thereof)  and
of   section   302  of  ERISA  (determined  without   regard   to
sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be
paid, to the PBGC in a timely manner, without incurring any  late
payment  or underpayment charge or penalty, all premiums required
pursuant to sections 4006 and 4007 of ERISA.

                           ARTICLE IX
                       NEGATIVE COVENANTS

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

     SECTION 9.01.  Debt.

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

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

(b)  Debt of the Borrower and the Restricted Subsidiaries
existing on the date hereof that is reflected in the Financial
Statements or is disclosed in Schedule 9.01, and any renewals or
extensions (but not increases) thereof;
     (c)   accounts payable (for the deferred purchase  price  of
Property  or services) from time to time incurred in the ordinary
course  of business which, if material and greater than  90  days
past  the  invoice or billing date, are being contested  in  good
faith by appropriate proceedings if reserves adequate under  GAAP
shall have been established therefor;

     (d)   Debt  of  the Borrower and the Restricted Subsidiaries
requiring  no  scheduled principal payments  (whether  at  stated
maturity   or  by  virtue  of  scheduled  amortization,  required
prepayment or redemption) due until at least one year  after  the
Termination  Date  and  issued under the Indenture  or  otherwise
under agreements containing covenants no more restrictive to  the
Borrower or the Restricted Subsidiaries, as the case may be, than
the covenants contained in this Agreement;

(e)  Debt not otherwise permitted by this Section 9.01 that in
the aggregate shall not exceed $100,000,000 outstanding at any
one time;
     (f)  Debt of the Borrower and the Restricted Subsidiaries under
Hedging  Agreements entered into as a part of its normal business
operations  as  a risk management strategy and/or  hedge  against
changes   resulting  from  market  conditions  related   to   the
Borrower's operations;

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

     (h)  Debt under the Other Credit Agreement.


     SECTION 9.02.  Liens.

     The  Borrower  will  not and will not cause  or  permit  any
Guarantor  or any Restricted Subsidiary to create, incur,  assume
or  permit to exist any Lien on any of its Properties (now  owned
or hereafter acquired), except:

     (a)  Liens securing the payment of any Debt hereunder;

     (b)  Excepted Liens;

     (c)  Liens disclosed on Schedule 9.02;

(d)  Liens originally created to secure purchase money Debt
permitted under Section 9.01(e), which in each case shall not
exceed 100% of the lesser of the total purchase price and the
fair market value of the Property acquired as determined at the
time of acquisition; provided, that, (i) the Property to be
purchased with the proceeds of such Debt shall be purchased not
more than 60 days prior to the date of the creation of such Lien
and (ii) such Lien encumbers only the Property so acquired; and
     (e)   Liens securing the payment of any Debt under the Other
Credit  Agreement so long as the Debt hereunder  is  secured  and
ranks  at all times at least pari passu with such Debt under  the
Other Credit Agreement.

     SECTION 9.03.  Investments, Loans and Advances.

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

     (a)  investments, loans or advances reflected in the Financial
Statements  or  which  are disclosed to the Lenders  in  Schedule
9.03;

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

(c)  direct obligations of the United States or any agency
thereof, or obligations guaranteed by the United States or any
agency thereof, in each case maturing within one year from the
date of creation thereof;
     (d)  commercial paper maturing within one year from the date of
creation thereof rated in the highest grade by S&P or Moody's;

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

(f)  deposits in money market funds investing exclusively in
investments described in Section 9.03(c), 9.03(d) or 9.03(e);
     (g)  investments, loans or advances made in or to the Borrower or
any Restricted Subsidiary that has executed a Guaranty;

     (h)  investments, loans or advances in or to any Person (other
than  the Borrower or any Restricted Subsidiary that has executed
a  Guaranty) not to exceed $100,000,000 in the aggregate  at  any
time outstanding; and

(i)  other investments, loans and advances in or to any Person
made with equity of the Borrower or with other consideration,
including cash, not to exceed the amount of net proceeds received
by the Borrower from an equity offering occurring substantially
concurrent therewith.
     SECTION 9.04.  Distributions and Redemptions.

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

     SECTION 9.05.  Sales and Leasebacks.

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

     (a)  such Sale-Leaseback Transaction occurs within one year after
the  later of (i) completion of the acquisition of the applicable
Property  by  the  Borrower  or  such  Restricted  Subsidiary  or
(ii)   commencement  of  full  operation  with  respect  to  such
Property; or

(b)  such Sale-Leaseback Transaction involves a lease for a term
of not more than three years; or
     (c)  the net sale proceeds derived from the sale or transfer by
the  Borrower  or  such  Restricted Subsidiary  of  the  Property
involved are used solely (i) to prepay or retire Funded  Debt  of
the  Borrower  ranking  pari passu with  the  Debt  hereunder  or
(ii)  for  capital  improvements with  respect  to  the  pipeline
systems of the Borrower or any Restricted Subsidiary made in  the
ordinary  course  of business of the Borrower or such  Restricted
Subsidiary; or

     (d)  the Sale-Leaseback Attributable Debt attributable to such
Sale-Leaseback    Transaction   would    be    permitted    under
Section 9.01(e).

     SECTION 9.06.  Nature of Business.

     The  Borrower  will not, and will not permit any  Restricted
Subsidiary  to,  make any material change in the  nature  of  its
business  as it exists on the date hereof or, in the  case  of  a
Restricted  Subsidiary, acquired or established  after  the  date
hereof, as the nature of the business existed on the date of such
acquisition or establishment.

     SECTION 9.07.  Restrictive Agreements.

     The  Borrower  will not, and will not permit any  Restricted
Subsidiary  to,  directly or indirectly,  enter  into,  incur  or
permit  to  exist  any  agreement that  prohibits,  restricts  or
imposes  any  condition upon the ability of any  such  Restricted
Subsidiary  to declare or pay dividends or distributions  to  its
equity  holders,  to  make  or repay loans  or  advances  to  the
Borrower   or  any  other  Restricted  Subsidiary,  to  guarantee
Indebtedness  of  the  Borrower  or  any  other  such  Restricted
Subsidiary  or to transfer any of its property or assets  to  the
Borrower  or  any  such  Restricted  Subsidiary;  provided,  that
(A)  the  foregoing shall not apply to restrictions or conditions
imposed  by  law, this Agreement or any other Loan Document,  the
Note  Agreements  or  the Indenture (in  the  case  of  the  Note
Agreements  and the Indenture, as in effect on the date  hereof),
and  (B)  the foregoing shall not apply to customary restrictions
and  conditions contained in agreements relating to the  sale  of
any  Restricted  Subsidiary of the Borrower  pending  such  sale,
provided  such  restrictions and conditions  apply  only  to  the
Restricted  Subsidiary that is sold and such  sale  is  permitted
hereunder.

     SECTION 9.08.  Mergers, Etc.

     None  of  the  Borrower,  any Guarantor  or  any  Restricted
Subsidiary will merge into or with or consolidate with any  other
Person unless such former entity is the survivor, or sell,  lease
or  otherwise  dispose of (whether in one  transaction  or  in  a
series  of transactions) all or substantially all of its Property
or  assets  to  any  other Person; provided,  however,  that  any
Restricted  Subsidiary may merge with or into the  Borrower,  any
Guarantor or any other Restricted Subsidiary, even if it  is  not
the surviving entity of such merger.

     SECTION 9.09.  Proceeds of the Loans.

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

     SECTION 9.10.  ERISA Compliance.

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

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

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

(c)  Fail to make, or permit any Subsidiary of the Borrower or
ERISA Affiliate to fail to make, full payment when due of all
amounts that, under the provisions of any Plan, agreement
relating thereto or applicable law, the Borrower, a Subsidiary or
any ERISA Affiliate is required to pay as contributions thereto;
     (d)  Permit to exist, or allow any Subsidiary of the Borrower or
ERISA  Affiliate  to  permit to exist,  any  accumulated  funding
deficiency  within  the  meaning  of  section  302  of  ERISA  or
section  412 of the Code, whether or not waived, with respect  to
any Plan;

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

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

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

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

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

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

     SECTION 9.11.  Sale or Discount of Receivables.

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

     SECTION 9.12.  Funded Debt Ratio.

     The Borrower will not permit the Funded Debt Ratio as of the
end  of  any  fiscal  quarter to be greater than  4.75  to  1.00;
provided,  however,  that for a period of up to  two  consecutive
fiscal  quarters (an "Increased Funded Debt Period")  within  any
twelve-month  period commencing on the date  hereof,  the  Funded
Debt  Ratio may exceed 4.75 to 1.00 but shall in no event  exceed
5.00  to  1.00; provided, further, that no Increased Funded  Debt
Period shall occur sooner than two fiscal quarters following  any
other Increased Funded Debt Period.

     SECTION 9.13.  Fixed Charge Coverage Ratio.

     The Borrower will not permit the Fixed Charge Coverage Ratio
as  of the end of any fiscal quarter (calculated quarterly at the
end of each fiscal quarter) to be less than 1.25 to 1.00.

     SECTION 9.14.  Sale of Properties.

     The  Borrower  will not, and will not cause  or  permit  any
Guarantor or any Restricted Subsidiary to sell, assign, convey or
otherwise  transfer any Property or any interest in any Property,
unless  such  Property  is not material to  the  ability  of  the
Borrower or any Restricted Subsidiary to generate EBITDA.

     SECTION 9.15.  Environmental Matters.

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

     SECTION 9.16.  Transactions with Affiliates.

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

     SECTION 9.17.  Partnership Agreements.

     Without  the  prior consent of the Required  Lenders,  which
shall  not be unreasonably withheld, the Borrower will not  amend
or  permit  to  be amended in any material respect  the  Borrower
Partnership  Agreement  or  the  Buckeye  Pipe  Line  Partnership
Agreement.

     SECTION 9.18.  Senior Notes.

     Without  the  prior consent of the Required  Lenders,  which
shall  not be unreasonably withheld, the Borrower will not  amend
or  permit to be amended in any material respect the Senior Notes
or  the  Indenture, except that the Borrower may issue additional
indebtedness  under  supplemental  indentures  issued  under  the
Indenture if otherwise permitted hereunder and thereunder.

                            ARTICLE X
                   EVENTS OF DEFAULT; REMEDIES

     SECTION 10.01.      Events of Default.

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

     (a)  the Borrower shall default in the payment or prepayment when
due  of any principal of or interest on any Loan, or any fees  or
other  amount  payable by it hereunder or under  any  other  Loan
Document  and such default, other than a default of a payment  or
prepayment of principal (which shall have no cure period),  shall
continue unremedied for a period of three Business Days; or

     (b)  the Borrower or any Restricted Subsidiary shall default in
the  payment when due of any principal of or interest on  any  of
its  other  Debt aggregating $15,000,000 or more,  or  any  event
specified  in  any note, agreement, indenture or  other  document
evidencing or relating to any such Debt shall occur if the effect
of  such  event (after the giving of notice or lapse of  time  or
both,  if  applicable) is to cause, or to permit  the  holder  or
holders  of  such Debt (or a trustee or agent on behalf  of  such
holder or holders) to cause, such Debt to become due prior to its
stated maturity; or

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

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

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

(f)  the Borrower shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator of itself or of all or a
substantial part of its property, (ii) make a general assignment
of all or substantially all of its assets for the benefit of its
creditors, (iii) commence a voluntary case under the Federal
Bankruptcy Code (as now or hereafter in effect), (iv) file a
petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding-up, liquidation
or composition or readjustment of debts, (v) fail to controvert
in a timely and appropriate manner, or acquiesce in writing to,
any petition filed against it in an involuntary case under the
Federal Bankruptcy Code, or (vi) take any corporate action for
the purpose of effecting any of the foregoing; or
     (g)   a  proceeding or case shall be commenced, without  the
application or consent of the Borrower, in any court of competent
jurisdiction,   seeking  (i)  its  liquidation,   reorganization,
dissolution or winding-up, or the composition or readjustment  of
its   debts,  (ii)  the  appointment  of  a  trustee,   receiver,
custodian, liquidator or the like of the Borrower of all  or  any
substantial  part  of  its  assets, or (iii)  similar  relief  in
respect  of  the  Borrower under any law relating to  bankruptcy,
insolvency,   reorganization,  winding-up,  or   composition   or
adjustment  of debts, and such proceeding or case shall  continue
undismissed,  or  an  order,  judgment  or  decree  approving  or
ordering  any  of  the  foregoing shall be entered  and  continue
unstayed and in effect, for a period of 60 days; or (iv) an order
for   relief  against  the  Borrower  shall  be  entered  in   an
involuntary case under the Federal Bankruptcy Code; or

(h)  a judgment or judgments for the payment of money in excess
of $5,000,000 in the aggregate shall be rendered by a court
against the Borrower or any Subsidiary of the Borrower and the
same shall not be discharged (or provision shall not be made for
such discharge), or a stay of execution thereof shall not be
procured, within 30 days from the date of entry thereof and the
Borrower or such Subsidiary shall not, within said period of 30
days, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution
thereof to be stayed during such appeal; or
(i)  any Guaranty after delivery thereof shall for any reason,
except to the extent permitted by the terms thereof, cease to be
in full force and effect and valid, binding and enforceable in
accordance with its terms, or the Borrower or any Guarantor shall
so state in writing; or
(j)  a Change of Control shall occur; or
     (k)  any Guarantor shall take, suffer or permit to exist any of
the  events or conditions referred to in subsection (f), (g), (h)
or (i) or any provision of any Guaranty related thereto shall for
any  reason  cease  to  be  valid and  binding  on  the  relevant
Guarantor or if such Guarantor shall so state in writing;

     (l)  any Restricted Subsidiary shall take, suffer or permit to
exist  any  of the events or conditions referred to in subsection
(f), (g), (h) or (i); or

(m)  any ERISA Event shall have occurred that could reasonably be
expected to result in a Material Adverse Effect, and 30 days
after notice shall have been given to the Borrower, such ERISA
Event shall still exist.
     SECTION 10.02.      Remedies.

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

     (b)   In  the case of the occurrence of an Event of  Default
referred to in subsection (f), (g) or (h) of Section 10.01 or  in
either  of  subsection (l) and (m) to the extent  it  relates  to
subsection   (f),   (g)   or  (h),  the  Commitments   shall   be
automatically canceled and the principal amount then  outstanding
of,  and the accrued interest on, the Loans and all other amounts
payable  by  the  Borrower hereunder shall  become  automatically
immediately due and payable without presentment, demand, protest,
notice  of intent to accelerate, notice of acceleration or  other
formalities of any kind, all of which are hereby expressly waived
by the Borrower.

(c)  All proceeds received after the Termination Date, whether by
acceleration or otherwise shall be applied first to reimbursement
of expenses and indemnities provided for in this Agreement and
the other Loan Documents; second to accrued interest hereunder;
third to fees; fourth pro rata to principal outstanding hereunder
and other Debt hereunder; and any excess shall be paid to the
Borrower or as otherwise required by any Governmental
Requirement.
                           ARTICLE XI
                            THE AGENT

     SECTION 11.01.      The Agent.

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

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

(c)  Rights as Lender.  The Agent, in its capacity as a Lender,
has the same rights under the Loan Documents as any other Lender
and may exercise those rights as if it were not acting as the
Agent.  The Agent's resignation or removal does not impair or
otherwise affect any rights that it has or may have in its
capacity as an individual Lender.  Each Lender and the Borrower
agree that the Agent is not a fiduciary for the Lenders or the
Borrower but is simply acting in the capacity described in this
Agreement to alleviate administrative burdens for the Borrower
and the Lenders, that the Agent has no duties or responsibilities
to the Lenders or the Borrower except those expressly set forth
in the Loan Documents, and that the Agent in its capacity as a
Lender has the same rights as any other Lender.
(d)  Other Activities.  The Agent or any Lender may now or in the
future be engaged in one or more loan, letter of credit, leasing
or other financing transactions with the Borrower, act as trustee
or depositary for the Borrower or otherwise be engaged in other
transactions with the Borrower (collectively, the "other
activities") not the subject of the Loan Documents.  Without
limiting the rights of the Lenders specifically set forth in the
Loan Documents, neither the Agent nor any Lender is responsible
to account to the other Lenders for those other activities, and
no Lender shall have any interest in any other Lender's
activities, any present or future guaranties by or for the
account of the Borrower that are not contemplated by or included
in the Loan Documents, any present or future offset exercised by
the Agent or any Lender in respect of those other activities, any
present or future property taken as security for any of those
other activities or any property now or hereafter in the Agent's
or any other Lender's possession or control that may be or become
security for the obligations of the Borrower arising under the
Loan Documents by reason of the general description of
indebtedness secured or of property contained in any other
agreements, documents or instruments related to any of those
other activities (but, if any payments in respect of those
guaranties or that property or the proceeds thereof is applied by
the Agent or any Lender to reduce the obligations hereunder, then
each Lender is entitled to share in the application as provided
in the Loan Documents).
     SECTION 11.02.      Expenses.

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

     SECTION 11.03.      Proportionate Absorption of Losses.

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

     SECTION 11.04.      Delegation of Duties; Reliance.

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

     SECTION 11.05.      Limitation of the Agent's Liability.

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

     (b)  Indemnity.  Unless indemnified to its satisfaction against
loss, cost, liability and expense, the Agent may not be compelled
to  do  any  act under the Loan Documents or to take  any  action
toward the execution or enforcement of the powers thereby created
or  to  prosecute  or  defend any suit in  respect  of  the  Loan
Documents. If the Agent requests instructions from the Lenders or
the Required Lenders, as the case may be, with respect to any act
or  action  in  connection with any Loan Document, the  Agent  is
entitled  to  refrain  (without incurring any  liability  to  any
Person by so refraining) from that act or action unless and until
it  has  received  instructions.  In no event, however,  may  the
Agent  or  any  of its representatives be required  to  take  any
action  that  it  or they determine could incur for  it  or  them
criminal  or  onerous  civil  liability.   Without  limiting  the
generality  of the foregoing, no Lender has any right  of  action
against the Agent as a result of the Agent's acting or refraining
from  acting under this Agreement in accordance with instructions
of the Required Lenders.

(c)  Reliance.  The Agent is not responsible to any Lender, and
each Lender represents and warrants that it has not relied upon
the Agent in respect of, (i) the creditworthiness of the Borrower
or any Guarantor and the risks involved to such Lender, as the
case may be, (ii) the effectiveness, enforceability, genuineness,
validity or the due execution of any Loan Document, (iii) any
representation, warranty, document, certificate, report or
statement made therein or furnished thereunder or in connection
therewith, (iv) the adequacy of any collateral now or hereafter
securing the obligations hereunder or the existence, priority or
perfection of any Lien now or hereafter granted or purported to
be granted on the collateral under any Loan Document, or (v)
observation of or compliance with any of the terms, covenants or
conditions of any Loan Document on the part of the General
Partner, the Borrower or any Guarantor .  EACH LENDER AGREES TO
INDEMNIFY THE AGENT AND ITS REPRESENTATIVES AND HOLD THEM
HARMLESS FROM AND AGAINST (BUT LIMITED TO SUCH LENDER'S
PERCENTAGE SHARE OF) ANY AND ALL LIABILITIES, OBLIGATIONS
HEREUNDER, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, REASONABLE EXPENSES AND REASONABLE DISBURSEMENTS OF ANY
KIND OR NATURE WHATSOEVER THAT MAY BE IMPOSED ON, ASSERTED
AGAINST OR INCURRED BY THEM IN ANY WAY RELATING TO OR ARISING OUT
OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY THEM
UNDER THE LOAN DOCUMENTS IF THE AGENT AND ITS REPRESENTATIVES ARE
NOT REIMBURSED FOR SUCH AMOUNTS BY THE BORROWER OR ANY GUARANTOR.
ALTHOUGH THE AGENT AND ITS REPRESENTATIVES HAVE THE RIGHT TO BE
INDEMNIFIED UNDER THIS AGREEMENT BY THE LENDERS FOR ITS OR THEIR
OWN ORDINARY NEGLIGENCE, THE AGENT AND ITS REPRESENTATIVES DO NOT
HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR
THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
     SECTION 11.06.      Event of Default.

     If  an Event of Default has occurred and is continuing,  the
Lenders  agree  to  promptly confer in order  that  the  Required
Lenders  or  the Lenders, as the case may be, may  agree  upon  a
course of action for the enforcement of the rights of the Lenders
hereunder.   The Agent is entitled to act or refrain from  taking
any action (without incurring any liability to any Person for  so
acting   or   refraining)  unless  and  until  it  has   received
instructions from the Required Lenders.  In actions with  respect
to  any property of the Borrower or any of its Subsidiaries,  the
Agent is acting for the ratable benefit of each Lender.

     SECTION 11.07.      Limitation of Liability.

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

     SECTION 11.08.      Other Agents.

     On  the cover page SunTrust Robinson Humphrey, a division of
SunTrust Capital Markets, Inc., is named as "Sole Lead Arranger,"
BNP   Paribas  is  named  as  "Syndication  Agent"  and  National
Australia Bank Limited and KeyBank National Association are named
as  "Co-Documentation  Agents" but do not,  in  such  capacities,
assume any responsibility or obligation under this Agreement  for
syndication, documentation, servicing, enforcement or  collection
of  any  part of the obligations hereunder, nor any other duties,
as agent for the Lenders.

     SECTION 11.09.      Relationship of Lenders.

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

     SECTION 11.10.      Benefits of Agreement.

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

                           ARTICLE XII
                          MISCELLANEOUS

     SECTION 12.01.      Waiver.

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

     SECTION 12.02.      Notices.

     All notices and other communications provided for herein and
in  the other Loan Documents (including, without limitation,  any
modifications of, or waivers or consents under, this Agreement or
the  other  Loan  Documents) shall be given  or  made  by  telex,
telecopy,  courier  or  U.S.  Mail or  in  writing  and  telexed,
telecopied, mailed or delivered to the intended recipient at  the
"Address  for Notices" specified below its name on the  signature
pages  hereof or in the Loan Documents, except that  for  notices
and  other  communications to the Agent  other  than  payment  of
money,   the   Borrower   need  only  send   such   notices   and
communications  to  the  Agent care of  the  Atlanta  address  of
SunTrust; or, as to any party, at such other address as shall  be
designated by such party in a notice to each other party.  Except
as  otherwise  provided in this Agreement or in  the  other  Loan
Documents, all such communications shall be deemed to  have  been
duly  given  when  transmitted, if transmitted before  1:00  p.m.
local  time  on a Business Day (otherwise on the next  succeeding
Business Day) by telex or telecopier and evidence or confirmation
of  receipt is obtained, or personally delivered or, in the  case
of  a  mailed notice, four Business Days after the date deposited
in the mails, postage prepaid, in each case given or addressed as
aforesaid.

     SECTION 12.03.      Payment of Expenses, Indemnities, etc.

     (a)  The Borrower agrees:

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

          (ii) TO INDEMNIFY THE AGENT AND EACH LENDER AND EACH OF THEIR
     AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES,
     REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS AND  EXPERTS
     ("INDEMNIFIED PARTIES") FROM, HOLD EACH OF THEM HARMLESS AGAINST
     AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE
     INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR
     INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A
     PARTY THERETO) AS A RESULT OF, ARISING OUT OF OR IN ANY  WAY
     RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWER OF THE
     PROCEEDS OF ANY OF THE LOANS, (II) THE EXECUTION, DELIVERY AND
     PERFORMANCE OF THE LOAN DOCUMENTS BY THE BORROWER, (III) THE
     OPERATIONS OF THE BUSINESS OF THE BORROWER, ANY GUARANTOR AND THE
     RESTRICTED SUBSIDIARIES, (IV) THE FAILURE OF THE BORROWER, ANY
     GUARANTOR OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS
     OF  ANY LOAN DOCUMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT,
     (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY
     WARRANTY OF THE BORROWER OR THE GUARANTOR SET FORTH IN ANY OF THE
     LOAN DOCUMENTS, (VI) ANY ASSERTION THAT THE LENDERS WERE NOT
     ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE LOAN
     DOCUMENTS  OR (VII) ANY OTHER ASPECT OF THE LOAN  DOCUMENTS,
     INCLUDING,  WITHOUT  LIMITATION,  THE  REASONABLE  FEES  AND
     DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED  IN
     CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND
     ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS,
     LITIGATION OR INQUIRIES) OR CLAIM AND INCLUDING ALL INDEMNITY
     MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF  ANY
     INDEMNIFIED PARTY, BUT EXCLUDING ALL INDEMNITY MATTERS ARISING
     SOLELY BY REASON OF CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND
     THE AGENT OR A LENDER'S SHAREHOLDERS AGAINST THE AGENT OR LENDER
     OR BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE
     PART OF THE INDEMNIFIED PARTY; AND

(iii)     TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE
INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS,
DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME
SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO THE
BORROWER, ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY OR ANY OF
THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE TREATMENT OR
DISPOSAL OF HAZARDOUS SUBSTANCES OR HAZARDOUS WASTES ON ANY OF
SUCH PROPERTIES, (II) AS A RESULT OF THE BREACH OR NON-COMPLIANCE
BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY WITH ANY
ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER, ANY GUARANTOR OR
ANY RESTRICTED SUBSIDIARY, (III) DUE TO PAST OWNERSHIP BY THE
BORROWER, ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY OF ANY OF
THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES
WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD
RESULT IN PRESENT LIABILITY, (IV) THE PRESENCE, USE, RELEASE,
STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES OR
HAZARDOUS WASTES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED
BY THE BORROWER, ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY, OR
(V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN
CONNECTION WITH THE LOAN DOCUMENTS.
     (b)  No Indemnified Party may settle any claim to be indemnified
without  the consent of the indemnitor, such consent  not  to  be
unreasonably  withheld;  provided, that the  indemnitor  may  not
reasonably withhold consent to any settlement that an Indemnified
Party  proposes,  if the indemnitor does not have  the  financial
ability  to  pay  all  its obligations outstanding  and  asserted
against  the  indemnitor  at  that time,  including  the  maximum
potential  claims against the Indemnified Party to be indemnified
pursuant to this Section 12.03.

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

(d)  THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED
PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF
EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE,
WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT
LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE
RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED
PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON
ANY ONE OR MORE OF THE INDEMNIFIED PARTIES.  TO THE EXTENT THAT
AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, THIS CONTRACTUAL OBLIGATION OF
INDEMNIFICATION SHALL CONTINUE BUT SHALL ONLY EXTEND TO THE
PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY REASON OF
EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE INDEMNIFIED PARTY.
(e)  The Borrower's obligations under this Section 12.03 shall
survive any termination of this Agreement and the payment of all
amounts outstanding hereunder and shall continue thereafter in
full force and effect.
     (f)   The  Borrower  shall pay any amounts  due  under  this
Section  12.03 within 30 days of the receipt by the  Borrower  of
notice of the amount due.

     SECTION 12.04.      Amendments, Etc.

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

     SECTION 12.05.      Successors and Assigns.

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

     SECTION 12.06.      Assignments and Participations.

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

     (b)  Any Lender may upon the written consent of the Agent (which
consent  will not be unreasonably withheld) and, if no  Event  of
Default  has  occurred  and is continuing,  the  Borrower  (which
consent will not be unreasonably withheld), assign to one or more
assignees  all  or a portion of its rights and obligations  under
this  Agreement pursuant to an Assignment Agreement substantially
in  the  form of Exhibit C (an "Assignment Agreement"); provided,
however,  that (i) any such assignment shall be in the amount  of
at least $5,000,000 or such assigning Lender's entire Commitment,
or  such  lesser  amount  to which the  Borrower  has  consented,
(ii) the assignee or assignor shall pay to the Agent a processing
and  recordation fee of $1,500 for each assignment and (iii)  any
assignment  to an Affiliate of such Lender will not  require  the
consent  of the Agent or the Borrower.  Any such assignment  will
become effective upon the execution and delivery to the Agent  of
the  Assignment  Agreement  and the  consent  of  the  Agent,  if
required.   Promptly  after  receipt of  an  executed  Assignment
Agreement,  the Agent shall send to the Borrower a copy  of  such
executed  Assignment  Agreement.  Upon the effectiveness  of  any
assignment  pursuant to this Section 12.06(b), the assignee  will
become a "Lender," if not already a "Lender," for all purposes of
this  Agreement and the other Loan Documents.  The assignor shall
be  relieved of its obligations hereunder to the extent  of  such
assignment  (and  if  the assigning Lender no  longer  holds  any
rights or obligations under this Agreement, such assigning Lender
shall  cease  to be a "Lender" hereunder except that  its  rights
under Sections 4.06, 5.01, 5.05 and 12.03 shall not be affected).
The  Agent  will prepare on the last Business Day of  each  month
during which an assignment has become effective pursuant to  this
Section  12.06(b),  a  new  Annex I giving  effect  to  all  such
assignments effected during such month, and will promptly provide
the same to the Borrower and each of the Lenders.

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

(d)  The Lenders may furnish any information concerning the
Borrower, the Guarantors and the Restricted Subsidiaries in the
possession of the Lenders from time to time to assignees and
participants (including prospective assignees and participants);
provided that, such Persons agree to be bound by the provisions
of Section 12.15.
(e)  Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose
funding vehicle (an "SPC") of such Granting Lender identified as
such in writing from time to time by the Granting Lender to the
Agent and the Borrower, the option to provide to the Borrower all
or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by
any such SPC to make any Loan, (ii) if such SPC elects not to
exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof and (iii) no SPC or
Granting Lender shall be entitled to receive any greater amount
pursuant to Article V than the Granting Lender would have been
entitled to receive had the Granting Lender not otherwise granted
such SPC the option to provide any Loan to the Borrower.  The
making of a Loan by an SPC hereunder shall utilize the Commitment
of the Granting Lender to the same extent, and as if, such Loan
were made by such Granting Lender.  Each party hereto hereby
agrees that no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement for which a Lender would
otherwise be liable so long as, and to the extent that, the
related Granting Lender provides such indemnity or makes such
payment.  In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of
this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper
or other senior indebtedness of any SPC, it will not institute
against or join any other person in instituting against such SPC
any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under the laws of the United States or
any State thereof.  Notwithstanding the foregoing, the Granting
Lender unconditionally agrees to indemnify the Borrower, the
Agent and each Lender against all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which
may be incurred by or asserted against the Borrower, the Agent or
such Lender, as the case may be, in any way relating to or
arising as a consequence of any such forbearance or delay in the
initiation of any such proceeding against its SPC.  Each party
hereto hereby acknowledges and agrees that no SPC shall have the
rights of a Lender hereunder, such rights being retained by the
applicable Granting Lender.  Accordingly, and without limiting
the foregoing, each party hereby further acknowledges and agrees
that no SPC shall have any voting rights hereunder and that the
voting rights attributable to any Loan made by an SPC shall be
exercised only by the relevant Granting Lender and that each
Granting Lender shall serve as the administrative agent and
attorney-in-fact for its SPC and shall on behalf of its SPC
receive any and all payments made for the benefit of such SPC and
take all actions hereunder to the extent, if any, such SPC shall
have any rights hereunder.  In addition, notwithstanding anything
to the contrary contained in this Agreement any SPC may (i) with
notice to, but without the prior written consent of any other
party hereto, assign all or a portion of its interest in any
Loans to the Granting Lender and (ii) disclose on a confidential
basis any information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.  This Section may
not be amended without the prior written consent of each Granting
Lender, all or any part of whose Loan is being funded by an SPC
at the time of such amendment.
     (f)   Notwithstanding anything in this Section 12.06 to  the
contrary,  any  Lender  may assign and  pledge  its  note  issued
pursuant  to  Section 2.07 to any Federal Reserve Bank.  No  such
assignment  and/or  pledge  shall release  the  assigning  and/or
pledging Lender from its obligations hereunder.

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

     SECTION 12.07.      Invalidity.

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

     SECTION 12.08.      Counterparts.

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

     SECTION 12.09.      References.

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

     SECTION 12.10.      Survival.

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

     SECTION 12.11.      Captions.

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

     SECTION 12.12.      NO ORAL AGREEMENTS.

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

     SECTION 12.13.      GOVERNING LAW; SUBMISSION TO JURISDICTION.

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

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

(c)  THE BORROWER AND THE GENERAL PARTNER HEREBY IRREVOCABLY
DESIGNATE CT CORPORATION LOCATED AT 1633 BROADWAY, NEW YORK, NEW
YORK 10019, AS THE DESIGNEE, APPOINTEE AND AGENT OF ITSELF TO
RECEIVE, FOR AND ON BEHALF OF ITSELF, SERVICE OF PROCESS IN SUCH
RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THE LOAN DOCUMENTS.  IT IS UNDERSTOOD THAT A COPY OF
SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY
OVERNIGHT COURIER TO THE BORROWER AT ITS ADDRESS SET FORTH UNDER
ITS SIGNATURE BELOW, BUT THE FAILURE OF ANY OF THE BORROWER OR
THE GENERAL PARTNER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY
WAY THE SERVICE OF SUCH PROCESS.  THE BORROWER AND THE GENERAL
PARTNER FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF
ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO IT AT ITS SAID ADDRESS, SUCH SERVICE TO
BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.
     (d)  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR ANY
LENDER  TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW  OR
TO  COMMENCE  LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST  THE
BORROWER OR ANY GUARANTOR IN ANY OTHER JURISDICTION.

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

     SECTION 12.14.      Interest.

     It  is  the intention of the parties hereto that each Lender
shall   conform  strictly  to  usury  laws  applicable   to   it.
Accordingly,  if  the transactions contemplated hereby  would  be
usurious  as to any Lender under laws applicable to it (including
the  laws  of the United States of America and the State  of  New
York  or  any  other jurisdiction whose laws may  be  mandatorily
applicable to such Lender notwithstanding the other provisions of
this Agreement), then, in that event, notwithstanding anything to
the  contrary  in  any  of the Loan Documents  or  any  agreement
entered into in connection with or as security for the Loans,  it
is  agreed  as  follows: (i) the aggregate of  all  consideration
which  constitutes interest under law applicable  to  any  Lender
that  is contracted for, taken, reserved, charged or received  by
such  Lender  under any of the Loan Documents  or  agreements  or
otherwise   in   connection  with  the  Loans  shall   under   no
circumstances   exceed  the  maximum  amount  allowed   by   such
applicable  law,  and any excess shall be canceled  automatically
and  if theretofore paid shall be credited by such Lender on  the
principal  amount  of  the  Debt (or,  to  the  extent  that  the
principal amount of the Debt shall have been or would thereby  be
paid  in  full,  refunded by such Lender to  the  Borrower);  and
(ii)  in  the event that the maturity of the Loans is accelerated
by reason of an election of the holder thereof resulting from any
Event  of  Default under this Agreement or otherwise, or  in  the
event  of  any  required  or  permitted  prepayment,  then   such
consideration  that constitutes interest under law applicable  to
any Lender may never include more than the maximum amount allowed
by such applicable law, and excess interest, if any, provided for
in this Agreement or otherwise shall be canceled automatically by
such  Lender  as of the date of such acceleration  or  prepayment
and, if theretofore paid, shall be credited by such Lender on the
principal  amount  of  the  Debt (or,  to  the  extent  that  the
principal amount of the Debt shall have been or would thereby  be
paid in full, refunded by such Lender to the Borrower).  All sums
paid  or agreed to be paid to any Lender for the use, forbearance
or detention of sums due hereunder shall, to the extent permitted
by  law  applicable  to  such  Lender,  be  amortized,  prorated,
allocated and spread throughout the full term of the Loans  until
payment in full so that the rate or amount of interest on account
of any Loans hereunder does not exceed the maximum amount allowed
by  such  applicable law.  If at any time and from time  to  time
(i)  the  amount of interest payable to any Lender  on  any  date
shall  be computed at the Highest Lawful Rate applicable to  such
Lender pursuant to this Section 12.14 and (ii) in respect of  any
subsequent  interest computation period the  amount  of  interest
otherwise payable to such Lender would be less than the amount of
interest  payable to such Lender computed at the  Highest  Lawful
Rate  applicable  to  such Lender, then the  amount  of  interest
payable  to  such  Lender in respect of such subsequent  interest
computation  period shall continue to be computed at the  Highest
Lawful  Rate applicable to such Lender until the total amount  of
interest  payable to such Lender shall equal the total amount  of
interest  which  would have been payable to such  Lender  if  the
total  amount of interest had been computed without giving effect
to this Section 12.14.

     SECTION 12.15.      Confidentiality.

     In  the event that the Borrower or any Guarantor provides to
the   Agent  or  the  Lenders  written  confidential  information
belonging  to the Borrower or such Guarantor, if the Borrower  or
such  Guarantor shall denominate such information in  writing  as
"confidential",  the  Agent  and  the  Lenders  shall  thereafter
maintain  such information in confidence in accordance  with  the
standards of care and diligence that each utilizes in maintaining
its  own confidential information.  This obligation of confidence
shall not apply to such portions of the information which (i) are
in  the  public domain, (ii) hereafter become part of the  public
domain   without  the  Agent  or  the  Lenders  breaching   their
obligation  of  confidence to the Borrower  and  such  Guarantor,
(iii) are previously known by the Agent or the Lenders from  some
source  other  than  the  Borrower or such  Guarantor,  (iv)  are
hereafter developed by the Agent or the Lenders without using the
Borrower's  or  such Guarantor's information, (v)  are  hereafter
obtained by or available to the Agent or the Lenders from a third
party  who  owes no obligation of confidence to the  Borrower  or
such  Guarantor with respect to such information or  through  any
other means other than through disclosure by the Borrower or such
Guarantor,  (vi)  are  disclosed  with  the  Borrower's  or   the
Guarantor's  consent, (vii) must be disclosed either pursuant  to
any   Governmental  Requirement  or  to  Persons  regulating  the
activities  of  the Agent or the Lenders, or  (viii)  as  may  be
required  by  law  or  regulation or order  of  any  Governmental
Authority   in   any   judicial,  arbitration   or   governmental
proceeding.  Further, except where prohibited by applicable  law,
the  Agent or a Lender may disclose any such information  to  any
other Lender, any independent petroleum engineers or consultants,
any  independent certified public accountants, any legal  counsel
employed by such Person in connection with this Agreement or  any
other   Loan   Document,   including  without   limitation,   the
enforcement or exercise of all rights and remedies thereunder, or
any  assignee or participant (including prospective assignees and
participants) in the Loans; provided, however, that the Agent  or
the  Lenders shall receive a confidentiality agreement  from  the
Person  to  whom  such information is disclosed  such  that  said
Person   shall   have  the  same  obligation  to   maintain   the
confidentiality of such information as is imposed upon the  Agent
or  the  Lenders  hereunder.   Notwithstanding  anything  to  the
contrary  provided  herein, this obligation of  confidence  shall
cease  three  years from the date the information was  furnished,
unless  the  Borrower and the Guarantors request  in  writing  at
least  30 days prior to the expiration of such three year period,
to  maintain  the  confidentiality of  such  information  for  an
additional  three  year period.  Each of  the  Borrower  and  the
Guarantors  waives  any  and all other  rights  it  may  have  to
confidentiality as against the Agent and the Lenders  arising  by
contract, agreement, statute or law except as expressly stated in
this Section 12.15.

     Notwithstanding any conditions of confidentiality imposed by
this  Section  12.15,  each  party  hereto  (and  each  employee,
representative or other agent of each such party) may disclose to
any  and all persons without limitation of any kind, the U.S. tax
treatment and U.S. tax structure of the transactions contemplated
by  this  Agreement  and  all materials of  any  kind  (including
opinions  or  other tax analyses) that are provided to  any  such
party relating to such U.S. tax treatment or U.S. tax structure.

     SECTION 12.16.      EXCULPATION PROVISIONS.

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

                 [Signatures Begin on Next Page]

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

BORROWER:                     BUCKEYE PARTNERS, L.P.

                              ByBuckeye Pipe Line Company, its
                                general partner


                                By STEPHEN C. MUTHER
                                   Name:  Stephen C. Muther
                                        Title:       Sr.     Vice
                                        President,
                                        Administration,   General
                                        Counsel and Secretary


                              Address for Notices:

                              5 Radnor Corporate Center
                              Suite 500
                              100 Matsonford Road
                              Radnor, PA 19087
                              Telecopier No.:
                              Telephone No.:
                              Attention:

                              SUNTRUST BANK

                              By    DAVID J. EDGE
                                Name:  David J. Edge
                                Title:  Director


                              Lending Office for Base Rate Loans
                              and LIBOR Loans:

                              303 Peachtree Street, N.E.
                              Atlanta, Georgia  30308
                              Telecopier No.:
                              Telephone No.:
                              Attention:

                              Address for Notices:

                              303 Peachtree Street, N.E.
                              Atlanta, Georgia  30308
                              Telecopier No.:
                              Telephone No.:
                              Attention:
                              KEYBANK NATIONAL ASSOCIATION

                              By   KEVEN D. SMITH
                                Name:  Keven D. Smith
                                Title:   Vice President



                              Lending Office for Base Rate Loans
                              and LIBOR Loans:

                              KeyBank National Association
                              127 Public Square, 6th Floor
                              Mail Code  OH-01-27-0611
                              Cleveland, OH  44114
                              Telecopier No.: 216-689-4981
                              Telephone No.:  216-689-4448
                              Attention:  Laura Brinkley

                              Address for Notices:

                              KeyBank National Association
                              127 Public Square, 6th Floor
                              Mail Code  OH-01-27-0611
                              Cleveland, OH  44114
                              Telecopier No.: 216-689-4981
                              Telephone No.:  216-689-4448
                              Attention:  Laura Brinkley

                              BNP PARIBAS

                              By    EVAN R. SWANN __
                                Name:  Evan R. Swann
                                Title:  Director

                              By    GREG SMOTHERS __
                                Name:  Greg Smothers
                                Title:  Vice President


                              Lending Office for Base Rate Loans
                              and LIBOR Loans:

                              919 Third Avenue
                              New York, NY 10022
                              Telecopier No.:  212-841-2683
                              Telephone No.:  212-471-6457
                              Attention:  Peter Medina

                              Address for Notices:

                              1200 Smith Street, Suite 3100
                              Houston, TX  77002
                              Telecopier No.:  713-659-6915
                              Telephone No.:  713-982-1100
                              Attention:  Joe Onischuk

                              NATIONAL AUSTRALIA BANK LTD.

                              By   TOM CRONIN
                                Name:  Tom Cronin
                                Title:    Director



                              Lending Office for Base Rate Loans
                              and LIBOR Loans:

                              200 Park Avenue
                              New York, NY  10166
                              Telecopier No.: 212-490-8087
                              Telephone No.:  212-916-
                              9539/9628/6549
                              Attention:  Kevin Spencer/Ivan
                                     Arroyo/Barbara Sees

                              Address for Notices:

                              See above.

                              PNC BANK, NATIONAL ASSOCIATION

                              By   FRANK A. PUGLIESE
                                Name:  Frank A. Pugliese
                                Title:   Vice President



                              Lending Office for Base Rate Loans
                              and LIBOR Loans:

                              1600 Market Street
                              21st Floor  (F2-F070-21-1)
                              Philadelphia, PA  19312
                              Telecopier No.:  215-585-6987
                              Telephone No.:  215-585-5961
                              Attention:  Frank Pugliese

                              Address for Notices:

                              1600 Market Street
                              21st Floor  (F2-F070-21-1)
                              Philadelphia, PA  19312
                              Telecopier No.:  215-585-6987
                              Telephone No.:  215-585-5961
                              Attention:  Frank Pugliese
                              WACHOVIA BANK, NATIONAL ASSOCIATION

                              By   CAROL S. ORELLANA
                                Name:  Carol S. Orellana
                                Title:    Vice President



                              Lending Office for Base Rate Loans
                              and LIBOR Loans:

                              10 South Jefferson Street
                              Roanoke, VA  24011
                              Telecopier No.:  540-857-4635
                              Telephone No.:  540-857-4515
                              Attention:  Kathleen Hansen

                              Address for Notices:

                              2240 Butler Pike
                              PA 5414
                              Plymouth Meeting, PA  19462
                              Telecopier No.:  610-941-3129
                              Telephone No.:  610-941-3162
                              Attention:  Carol Orellana

                              FLEET NATIONAL BANK

                              By   JILL A. CALABRESE BAIN
                                Name:  Jill A. Calabrese Bain
                                Title:  Director



                              Lending Office for Base Rate Loans
                              and LIBOR Loans:

                              100 Federal Street / MA DE 10009G
                              Boston, MA  02110
                              Telecopier No.:  617-434-0201
                              Telephone No.:  617-434-9723
                              Attention:  Ruth Sawyer

                              Address for Notices:

                              100 Federal Street / MA DE 10009H
                              Boston, MA  02110
                              Telecopier No.:  617-434-3652
                              Telephone No.:  617-434-9579
                              Attention:  Jill A. Calabrese Bain

                              CITIBANK, N.A.

                              By   JERONNE JETER
                                Name:  Jeronne Jeter
                                Title:  Attorney-in-Fact



                              Lending Office for Base Rate Loans
                              and LIBOR Loans:

                              Citibank, N.A.
                              399 Park Avenue
                              New York, NY  10043

                              Address for Notices:

                              One Penn's Way, 2nd Floor
                              New Castle, DE  19720
                              Telecopier No.:  302-894-6120
                              Telephone No.:  302-894-6109
                              Attention:  Dennis Banfield


                              JPMORGAN CHASE BANK

                              By   LEE P. BRENNAN
                                Name:  Lee P. Brennan
                                Title:  Vice President



                              Lending Office for Base Rate Loans
                              and LIBOR Loans:

                              JPMorgan Chase Bank
                              270 Park Avenue
                              New York, NY  10017
                              Telecopier No.:  973-439-5013/5014
                              Telephone No.:  973-439-5021
                              Attention:  Dorette Amsterdam

                              Address for Notices:

                              JPMorgan Chase Bank
                              One Rivefront Plaza, Floor 2
                              Newark, NJ  07102
                              Telecopier No.:  973-353-6158
                              Telephone No.:  973-353-6162
                              Attention:  Lee Brennan

                             ANNEX I
                        364-DAY FACILITY

   LIST OF PERCENTAGE SHARES AND REVOLVING CREDIT COMMITMENTS
   Name of Lender          Percentage Share          Revolving
                                                      Credit
                                                    Commitments
SunTrust Bank          17.5%                        $17,500,000
KeyBank National       17.5%                        $17,500,000
Association
BNP Paribas            15.5%                        $15,500,000
National Australia     11.0%                        $11,000,000
Bank Ltd.
PNC Bank, National     11.0%                        $11,000,000
Association
Wachovia Bank,         9.0%                         $9,000,000
National Association
Fleet National Bank    8.5%                         $8,500,000
Citibank, N.A.         5.0%                         $5,000,000
JPMorgan Chase Bank    5.0%                         $5,000,000

                            EXHIBIT A
     FORM OF BORROWING, CONTINUATION AND CONVERSION REQUEST
                       _____________, 200_


     BUCKEYE PARTNERS, L.P., a Delaware limited partnership  (the
"Borrower"),  pursuant  to  the  Credit  Agreement  dated  as  of
[September 3, 2003], among the Borrower, SunTrust Bank, as  agent
for  the  lenders  (the "Lenders") which are  or  become  parties
thereto,  and  such  Lenders (together  with  all  amendments  or
supplements  thereto, the "Credit Agreement"), hereby  makes  the
requests  indicated  below  (unless  otherwise  defined   herein,
capitalized terms are defined in the Credit Agreement):

     1.   Loans:

     (a)  Aggregate amount of new Loans to be
        $_____________________;

     (b)  Requested funding date is _____________, 200__;

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

        $____________________ of such borrowings are to be Base
        Rate Loans;
        and

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

     2.   LIBOR Loan Continuation for LIBOR Loans maturing on
        ________________.

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

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

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

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

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

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

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

     The  undersigned certifies that he is the __________ of  the
general partner of Borrower, and that as such he is authorized to
execute  this  certificate  on  behalf  of  the  Borrower.    The
undersigned further certifies, represents and warrants on  behalf
of  the  Borrower that the Borrower is entitled  to  receive  the
requested  borrowing, continuation or conversion under the  terms
and conditions of the Credit Agreement.

                              BUCKEYE PARTNERS, L.P.

                              ByBuckeye Pipe Line Company, its
                                general partner


                                By
                                   Name:
                                   Title:


                            EXHIBIT B
                 FORM OF COMPLIANCE CERTIFICATE

     The  undersigned  hereby certifies that it  is  the  general
partner of BUCKEYE PARTNERS, L.P., a Delaware limited partnership
(the  "Borrower") and that, as such, it is authorized to  execute
this  certificate on behalf of the Borrower.  With  reference  to
the  Credit Agreement, dated as of [September 3, 2003], among the
Borrower, SunTrust Bank, as agent for the lenders (the "Lenders")
which  are  or become a party thereto, and such Lenders (together
with  all  amendments or supplements thereto  being  the  "Credit
Agreement"),   the  undersigned,  on  behalf  of  the   Borrower,
represents  and warrants as follows (each capitalized  term  used
herein  having  the  same  meaning given  to  it  in  the  Credit
Agreement unless otherwise specified):

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

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

          (c)  None of the Borrower or any Restricted Subsidiary of the
     Borrower  has incurred any material liabilities,  direct  or
     contingent, since [date of last audited financial statements
     delivered] except those set forth in Schedule 9.01 to the Credit
     Agreement and except those not prohibited by the terms of the
     Credit Agreement or consented to by the Lenders in writing.

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

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

          (f)  The financial statements furnished to the Agent with this
     certificate  fairly present, in all material  respects,  the
     consolidated financial condition and results of operations of the
     Borrower and its Consolidated Subsidiaries as at the end of, and
     for, the [fiscal quarter][fiscal year] ending _______ __, 20__and
     such financial statements have been prepared in accordance with
     the accounting requirements specified in the Credit Agreement.

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

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

     EXECUTED AND DELIVERED this ____ day of ________________.



                              BUCKEYE PARTNERS, L.P.

                              By: Buckeye Pipe Line Company, its
                                general partner


                                By
                                   Name:
                                   Title:


                            EXHIBIT C
                  FORM OF ASSIGNMENT AGREEMENT

     ASSIGNMENT    AGREEMENT   ("Agreement")    dated    as    of
_____________,  200__  between:  _________________________   (the
"Assignor") and _________________________ (the "Assignee").

                            RECITALS

     A.   The Assignor is a party to the Credit Agreement dated as of
[September  3, 2003] (as amended and supplemented and  in  effect
from   time  to  time,  the  "Credit  Agreement")  among  Buckeye
Partners, L.P., a limited partnership (the "Borrower"),  each  of
the  lenders  that is or becomes a party thereto as  provided  in
Section  12.06  of  the Credit Agreement (individually,  together
with  its  successors and assigns, a "Lender", and  collectively,
together  with their successors and assigns, the "Lenders"),  and
SunTrust  Bank, in its individual capacity, ("SunTrust")  and  as
agent  for  the  Lenders  (in such capacity,  together  with  its
successors in such capacity, the "Agent").

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

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

                            ARTICLE I
                           DEFINITIONS

     Section 1.01.  Definitions.

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

     Section 1.02.  Other Definitions.

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

          "Assigned Interest" shall mean all of Assignor's rights
     and obligations (i) under the Credit Agreement and the other
     Loan  Documents in respect of the Commitment of the Assignor
     in  the  principal  amount  equal  to  $______________,  and
     (ii)  to  make Loans under the Commitment and any  right  to
     receive  payments  for  the  Loans  outstanding  under   the
     Commitment  assigned hereby of $_______________  (the  "Loan
     Balance"), plus the interest and fees which will accrue from
     and after the Assignment Date.

          "Assignment Date" shall mean _____________, 200__.

                           ARTICLE II
                       SALE AND ASSIGNMENT

     Section 2.01.  Sale and Assignment.

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

     Section 2.02.  Assumption of Obligations.

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

     Section 2.03.  Consent by Agent.

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

                           ARTICLE III
                            PAYMENTS

     Section 3.01.  Payments.

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

     Section 3.02.  Allocation of Payments.

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

     Section 3.03.  Further Assurances.

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

                           ARTICLE IV
                      CONDITIONS PRECEDENT

     Section 4.01.  Conditions Precedent.

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

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

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

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

                            ARTICLE V
                 REPRESENTATIONS AND WARRANTIES

     Section  5.01.   Representations  and  Warranties   of   the
Assignor.

     The  Assignor  represents and warrants to  the  Assignee  as
follows:

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

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

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

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

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

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

     Section 5.02.  Disclaimer.

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

     Section  5.03.   Representations  and  Warranties   of   the
Assignee.

     The  Assignee  represents and warrants to  the  Assignor  as
follows:

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

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

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

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

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

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

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

                           ARTICLE VI
                          MISCELLANEOUS

     Section 6.01.  Notices.

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

     Section 6.02.  Amendment, Modification or Waiver.

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

     Section 6.03.  Successors and Assigns.

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

     Section 6.04.  Assignments.

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

     Section 6.05.  Captions.

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

     Section 6.06.  Counterparts.

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

     Section 6.07.  Governing Law.

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

     Section 6.08.  Expenses.

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

     Section 6.09.  Waiver of Jury Trial.

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

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

                              ASSIGNOR:



                              By
                                Name:
                                Title:

                              Address for Notices:





                              Telecopier No.:
                              Telephone No.:
                              Attention:



                              ASSIGNEE:



                              By
                                Name:
                                Title:

                              Address for Notices:





                              Telecopier No.:
                              Telephone No.:
                              Attention:


ACKNOWLEDGED AND CONSENTED TO:

                             ,
as Agent



By
  Name:
  Title:


                           EXHIBIT D-1

                     RESTRICTED SUBSIDIARIES
                      AS OF THE DATE HEREOF



                 Buckeye Pipe Line Company, L.P.
                Buckeye Pipe Line Holdings, L.P.
               Buckeye Gulf Coast Holdings I, LLC
               Buckeye Gulf Coast Holdings II, LLC
               Buckeye Gulf Coast Pipe Lines, L.P.
                     Buckeye Terminals, LLC
                  Norco Pipe Line Company, LLC
               Everglades Pipe Line Company, L.P.
           Buckeye Pipe Line Company of Michigan, L.P.
                 Laurel Pipe Line Company, L.P.


                           EXHIBIT D-2

                    UNRESTRICTED SUBSIDIARIES
                      AS OF THE DATE HEREOF




                  WesPac Pipelines - Austin LLC
                 WesPac Pipelines - Memphis LLC
                   WesPac Pipelines - Reno LLC
                WesPac Pipelines - San Diego LLC
                 WesPac Pipelines - San Jose LLC
                      Buckeye Telecom, L.P.
                Buckeye Products Pipe Line, L.P.
                   Gulf Coast Pipe Line, L.P.
              Gulf Coast / Products GP Holding, LLC
                Gulf Coast / Products Holding, LP


                            EXHIBIT E
                        FORM OF GUARANTY

     THIS  GUARANTY, dated as of [September 3, 2003] by [NAME  OF
GUARANTOR]  (the "Guarantor"), is in favor of SUNTRUST  BANK,  as
agent  (the "Agent") for the lenders (the "Lenders") that are  or
become parties to the Credit Agreement defined below.

                      W I T N E S S E T H:

     WHEREAS,  on even date herewith, BUCKEYE PARTNERS,  L.P.,  a
Delaware limited partnership (the "Borrower"), the Agent and  the
Lenders  have entered into that certain 364-Day Credit  Agreement
(as  the  same may be amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"); and

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

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

                            ARTICLE I
                          GENERAL TERMS

     Section 1.01.  Certain Definitions.

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

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

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

          "Contribution  Obligation" shall mean an amount  equal,
     at  any  time and from time to time and for each  respective
     Subsidiary Guarantor, to the product of (i) its Contribution
     Percentage times (ii) the sum of all payments made  previous
     to   or  at  the  time  of  calculation  by  all  Subsidiary
     Guarantors  in respect of the Liabilities, as  a  Subsidiary
     Guarantor  (less the amount of any such payments  previously
     returned to any Subsidiary Guarantor by operation of law  or
     otherwise,  but  not  including  payments  received  by  any
     Subsidiary Guarantor by way of its rights of subrogation and
     contribution  under  Section 2.09 of  the  other  Guaranty),
     provided,  however,  such Contribution  Obligation  for  any
     Subsidiary   Guarantor  shall  in  no  event   exceed   such
     Subsidiary Guarantor's Maximum Guaranteed Amount, as defined
     in the respective Guaranty of such Subsidiary Guarantor.

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

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

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

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

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

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

          "Liabilities"  shall mean (a) any and all indebtedness,
     obligations and liabilities of the Borrower pursuant to  the
     Credit  Agreement,  including without  limitation,  (i)  the
     unpaid principal of and interest under the Credit Agreement,
     including  without limitation, interest accruing  subsequent
     to  the  filing  of  a petition or other  action  concerning
     bankruptcy or other similar proceeding, (ii) payment of  and
     performance  of any and all Hedging Agreements  between  the
     Borrower  and  any of the Lenders or their  Affiliates,  and
     (iii)  any  additional  Loans made by  the  Lenders  to  the
     Borrower;  (b)  any and all other indebtedness,  obligations
     and  liabilities of any kind of the Borrower to the Lenders,
     now  or  hereafter  existing, arising directly  between  the
     Borrower  and  the  Lenders  or  acquired  outright,  as   a
     participation, conditionally or as collateral security  from
     another by the Lenders, absolute or contingent, joint and/or
     several,  secured or unsecured, due or not due,  arising  by
     operation  of  law  or  otherwise, or  direct  or  indirect,
     including indebtedness, obligations and liabilities  to  the
     Lenders  of  the  Borrower as a member of  any  partnership,
     syndicate, association or other group, and whether  incurred
     by  the  Borrower as principal, surety, endorser, guarantor,
     accommodation  party  or otherwise  and  (c)  all  renewals,
     rearrangements, substitutions, increases, extensions for any
     period, amendments or supplements in whole or in part of the
     Credit Agreement or any documents evidencing the above.

          "Maximum  Guaranteed  Amount"  shall  mean,   for   the
     Guarantor,  the  greater  of (i) the "reasonably  equivalent
     value"  or  "fair  consideration"  (or  equivalent  concept)
     received  by  the Guarantor in exchange for  the  obligation
     incurred  hereunder, within the meaning  of  any  applicable
     state or federal fraudulent conveyance or transfer laws;  or
     (ii)  the  lesser of (a) the maximum amount  that  will  not
     render  the  Guarantor insolvent, or (b) the maximum  amount
     that  will not leave the Guarantor with any property  deemed
     an  unreasonably small capital.  Clauses (a) and (b) are and
     shall  be  determined pursuant to and as of the  appropriate
     date mandated by such applicable state or federal fraudulent
     conveyance or transfer laws and to the extent allowed by law
     take into account the rights to contribution and subrogation
     under Section 2.08 in each Guaranty so as to provide for the
     largest Maximum Guaranteed Amount possible.

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

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

          "Subsidiary  Guarantors" shall mean the  Guarantor  and
     any  other  Affiliate  of  the  Borrower  which  executes  a
     guaranty securing the Liabilities.

     Section 1.02.  Credit Agreement Definitions.

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

                           ARTICLE II
                          THE GUARANTY

     Section 2.01.  Liabilities Guaranteed.

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

     Section 2.02.  Nature of Guaranty.

     This  Guaranty  is an absolute, irrevocable,  completed  and
continuing  guaranty of payment and not a guaranty of collection,
and  no  notice  of  the Liabilities or any extension  of  credit
already  or hereafter contracted by or extended to Borrower  need
be  given  to  Guarantor.  This Guaranty may not  be  revoked  by
Guarantor and shall continue to be effective with respect to debt
under  the  Liabilities arising or created  after  any  attempted
revocation by Guarantor and shall remain in full force and effect
until  the  Liabilities are paid in full and the Commitments  are
terminated, notwithstanding that from time to time prior  thereto
no  Liabilities may be outstanding.  The Borrower and the Lenders
may  modify, alter, rearrange, extend for any period and/or renew
from time to time, the Liabilities, and the Lenders may waive any
Default  or Event of Default without notice to the Guarantor  and
in  such event Guarantor will remain fully bound hereunder on the
Liabilities.  This Guaranty shall continue to be effective or  be
reinstated, as the case may be, if at any time any payment of the
Liabilities is rescinded or must otherwise be returned by any  of
the Lenders upon the insolvency, bankruptcy or reorganization  of
Borrower  or otherwise, all as though such payment had  not  been
made.   This  Guaranty  may be enforced  by  the  Agent  and  any
subsequent  holder of any of the Liabilities  and  shall  not  be
discharged by the assignment or negotiation of all or part of the
Liabilities.   Except  as  otherwise expressly  provided  herein,
Guarantor hereby expressly waives presentment, demand, notice  of
non-payment,  protest and notice of protest and dishonor,  notice
of  Default  or Event of Default, notice of intent to  accelerate
the  maturity and notice of acceleration of the maturity and  any
other  notice in connection with the Liabilities, and also notice
of  acceptance of this Guaranty, acceptance on the  part  of  the
Lenders  being conclusively presumed by the Lenders' request  for
this Guaranty and delivery of the same to the Agent.

     Section 2.03.  Guarantor's Waivers.

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

     Section 2.04.  Maturity of Liabilities; Payment.

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

     Section 2.05.  Agent's Expenses.

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

     Section 2.06.  Liability.

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

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

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

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

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

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

          (d)  Invalidity of Liabilities.  The invalidity, illegality or
     unenforceability of all or any part of the Liabilities, or any
     document  or  agreement  executed  in  connection  with  the
     Liabilities,  for  any reason whatsoever, including  without
     limitation the fact that the Liabilities, or any part thereof,
     exceed the amount permitted by law, the act of creating  the
     Liabilities or any part thereof is ultra vires, the officers or
     representatives executing the documents or otherwise creating the
     Liabilities acted in excess of their authority, the Liabilities
     violate applicable usury laws, the Borrower has valid defenses,
     claims or offsets (whether at law, in equity or by agreement)
     which render the Liabilities wholly or partially uncollectible
     from Borrower, the creation, performance or repayment of the
     Liabilities (or the execution, delivery and performance of any
     document or instrument representing part of the Liabilities or
     executed in connection with the Liabilities, or given to secure
     the repayment of the Liabilities) is illegal, uncollectible,
     legally impossible or unenforceable, or the Credit Agreement or
     other documents or instruments pertaining to the Liabilities have
     been  forged  or otherwise are irregular or not  genuine  or
     authentic;

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

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

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

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

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

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

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

     Section 2.08.  Right of Subrogation and Contribution.

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

                           ARTICLE III
                 REPRESENTATIONS AND WARRANTIES

     Section 3.01.  By Guarantor.

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

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

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

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

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

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

          (f)  No Consent.  Guarantor's execution, delivery and performance
     of this Guaranty does not require the consent or approval of any
     other  Person,  including without limitation any  regulatory
     authority or governmental body of the United States or any state
     thereof or any political subdivision of the United States or any
     state thereof.

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

     Section 3.02.  No Representation by Lenders.

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

                           ARTICLE IV
                  SUBORDINATION OF INDEBTEDNESS

     Section 4.01.  Subordination of All Guarantor Claims.

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

     Section 4.02.  Claims in Bankruptcy.

     In  the  event  of receivership, bankruptcy, reorganization,
arrangement,  debtor's  relief, or other  insolvency  proceedings
involving Borrower as debtor, the Lenders shall have the right to
prove  their  claim  in any proceeding, so as  to  establish  its
rights  hereunder and receive directly from the receiver, trustee
or  other  court  custodian, dividends and payments  which  would
otherwise  be  payable upon Guarantor Claims.   Guarantor  hereby
assigns  such dividends and payments to the Lenders.  Should  the
Agent   or   any  Lender  receive,  for  application   upon   the
Liabilities,  any  such dividend or payment  which  is  otherwise
payable  to  Guarantor,  and  which,  as  between  Borrower   and
Guarantor,  shall constitute a credit upon the Guarantor  Claims,
then  upon  payment in full of the Liabilities,  Guarantor  shall
become subrogated to the rights of the Lenders to the extent that
such  payments  to  the  Lenders on  the  Guarantor  Claims  have
contributed toward the liquidation of the Liabilities,  and  such
subrogation  shall  be  with respect to that  proportion  of  the
Liabilities which would have been unpaid if the Agent or a Lender
had not received dividends or payments upon the Guarantor Claims.

     Section 4.03.  Payments Held in Trust.

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

     Section 4.04.  Liens Subordinate.

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

     Section 4.05.  Notation of Records.

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

                            ARTICLE V
                          MISCELLANEOUS

     Section 5.01.  Successors and Assigns.

     This  Guaranty is and shall be in every particular available
to  the  successors and assigns of the Lenders and is  and  shall
always  be  fully binding upon the legal representatives,  heirs,
successors and assigns of Guarantor, notwithstanding that some or
all  of the monies, the repayment of which this Guaranty applies,
may  be  actually  advanced  after any bankruptcy,  receivership,
reorganization,  death,  disability  or  other  event   affecting
Guarantor.

     Section 5.02.  Notices.

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

     Section 5.03.  Business and Financial Information.

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

     Section 5.04.  Construction.

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

     Section 5.05.  Invalidity.

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

     Section 5.06.  Entire Agreement.

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


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

                              [NAME OF GUARANTOR]

                              By _______________________,
                                its General Partner

                                By
                                   Name:
                                   Title:



                      [NOTARY IF REQUIRED]

</TEXT>
</DOCUMENT>
