FOURTH AMENDMENT TO CREDIT AGREEMENT

Exposure and Swing Line Exposure of such Potential Defaulting Lender, or (b) in the case of such Swing Line Exposure, prepay (subject to clause (5) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (c) make other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swing Line Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender;

(3)           in addition to the other conditions precedent set forth in Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swing Line Lender will not be required to make any Swing Line Loans unless they are satisfied that 100% of the related LC Exposure and Swing Line Exposure is fully covered or eliminated by any combination satisfactory to the Issuing Bank or the Swing Line Lender, as the case may be, of the following:

(i) in the case of a Defaulting Lender, the LC Exposure and Swing Line Exposure of such Defaulting Lender is reallocated as to outstanding and future Letters of Credit and Swing Line Loans to the Non-Defaulting Lenders as provided in clause (1) above;

(ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of clause (3)(i), the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Letter of Credit or Swing Line Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swing Line Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender;

provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure  may not in any event exceed the Revolving Credit Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swing Line Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender;

(4)           with the written approval of the Administrative Agent, the Borrower may terminate (on a non-ratable basis) the unused amount of the Revolving Credit Commitment of a Defaulting Lender, provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender may have against such Defaulting Lender;

(5)           any amount paid by the Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be applied by the Administrative Agent, to the fullest extent permitted by law, in the following order of priority:  first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank under this Agreement, and third to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; and

(6)           such Defaulting Lender will not be entitled to fees accruing during such period pursuant to Section 2.04(b) (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees) to the extent that a portion of the LC Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to clause (2), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Credit Commitments.

(b)           If the Borrower, the Administrative Agent, the Issuing Bank and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, the LC Exposure and Swing Line Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment, and such Lender will purchase at par such portion of outstanding Revolving Credit Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing) and if any cash collateral has been posted with respect to such Defaulting Lender or

Potential Defaulting Lender, the Administrative Agent will promptly return such cash collateral to the Borrower; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

(f)            Section 11.01 of the Credit Agreement is hereby amended by the addition of the following subsection (e) to such Section:

(e)           In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 5.07(a), then the Issuing Bank and the Swing Line Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swing Line Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five Business Days after the date of such notice).

2.             Acknowledgment. The Lenders executing this Amendment acknowledge and agree that, notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, (i) the Revolving Credit Loans held by Aurora Bank FSB (formerly known as Lehman Brothers Bank, FSB, “Aurora Bank”) in an aggregate principal amount of up to $4,333,333.33 and (ii) the unfunded Revolving Credit Commitments held by Aurora Bank in an aggregate principal amount of up to $15,666,666.67, will be assigned to Buckeye Energy Holdings LLC, an Affiliate of the Borrower (the “Borrower’s Affiliate”), provided that all Revolving Credit Loans then outstanding are immediately and permanently repaid in full by the Borrower (collectively, all transactions described in this Section 2, the “Affiliate Sale”).

3.             Consents.  As requested by the Borrower, notwithstanding anything to the contrary set forth in the Credit Agreement, the Lenders executing this Amendment agree that immediately upon the Affiliate Sale having been consummated, the Revolving Credit Commitment held by the Borrower’s Affiliate may (and shall) be terminated in full, with no corresponding termination or reduction in the Revolving Credit Commitments of the other Lenders;

provided, however, the foregoing consent from the Lenders is subject to (i) all (and not less than all) of the steps set forth below in this Section 3 occurring substantially contemporaneously and on or prior to August 31, 2009, and (ii) satisfaction of the conditions precedent set forth in Section 4 below.

Immediately upon the termination of the Revolving Credit Commitment held by the Borrower’s Affiliate as contemplated in the immediately preceding sentence, the Percentage Share of the

Borrower’s Affiliate’s LC Exposure and the Percentage Share of the Borrower’s Affiliate’s  Swing Line Exposure will automatically be reallocated among all other Lenders pro rata in accordance with their respective Revolving Credit Commitments.

The foregoing consents shall in no way be deemed to waive, alter or otherwise modify the provisions of Section 2.04, relating to the payment of facility fees or any other provisions under the Credit Agreement relating to the payment of any other amounts thereunder, in each case, on a ratable basis according to the amount of each Lender’s respective Revolving Credit Commitment thereunder, all of which remain in full force and effect as written.  In that regard, any portion of the facility fees or any other amounts owing to Aurora Bank with respect to its Revolving Credit Commitment through the effective date of the Affiliate Sale, shall be paid on the date on which such facility fees or other amounts, as applicable, are paid to the other Lenders pursuant to the Credit Agreement, and, for the avoidance of doubt, shall cease to accrue from and after the effective date of the Affiliate Sale.

4.             Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto or otherwise outstanding and (ii) executed counterparts to this Amendment from the Borrower, the Guarantors and the Required Lenders.

5.             Representations and Warranties.  To induce the Lenders and the Administrative Agent to enter into this Amendment, each of the Borrower, the General Partner and the Guarantors (collectively, the “Loan Parties”) hereby represents and warrants to the Lenders and the Administrative Agent that: