0001104659-06-054848 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Buckeye GP Holdings L.P. • August 14th, 2006 • Pipe lines (no natural gas) • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE GP HOLDINGS L.P. dated as of August 9, 2006, is entered into by and among MainLine Management LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P. (As Amended and Restated as of August 9, 2006)
Agreement • August 14th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of August 9, 2006 (the “Agreement”), is entered into by and among Buckeye GP LLC, a Delaware limited liability company (together with any successor in its capacity as general partner of the Partnership, the “General Partner”), and the additional Persons that are or become Partners of the Partnership as provided herein.

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PIPE LINE COMPANY, L.P. (As Amended and Restated as of August 9, 2006)
Agreement • August 14th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of August 9, 2006, is entered into between MAINLINE L.P., a Delaware limited partnership (the “General Partner”), and BUCKEYE PARTNERS, L.P. (the “MLP”), a Delaware limited partnership.

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THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of August 8, 2006 Between BUCKEYE PIPE LINE COMPANY, L.P. and MAINLINE L.P.
Management Agreement • August 14th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania

THIS THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 8, 2006, is entered into between BUCKEYE PIPE LINE COMPANY, L.P., a Delaware limited partnership (the “Partnership”), and MAINLINE L.P., a Delaware limited partnership (the “Manager”).

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FIFTH AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT
Incentive Compensation Agreement • August 14th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware

This Fifth Amended and Restated Incentive Compensation Agreement, dated as of August 9, 2006 (this “Agreement”), is entered into between BUCKEYE GP LLC, a Delaware limited liability company (“General Partner”), and BUCKEYE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”).

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CREDIT AGREEMENT Dated as of August 9, 2006 Among BUCKEYE GP HOLDINGS L.P., as Borrower, SUNTRUST BANK, as Administrative Agent, and THE LENDERS SIGNATORY HERETO SUNTRUST CAPITAL MARKETS, INC., as Sole Lead Arranger and as Sole Bookrunner
Credit Agreement • August 14th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • New York

THIS CREDIT AGREEMENT (as amended , supplemented and modified from time to time, this “Agreement”) is entered into as of August 9, 2006, among BUCKEYE GP HOLDINGS L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”); each of the lenders that is a signatory hereto or that becomes a signatory hereto as provided in Section 12.06 (together with their successors and assigns, the “Lenders”); and SUNTRUST BANK (“SunTrust”), as administrative agent for the Lenders (in such, capacity, together with its successors in such capacity, the “Agent”) and as Issuing Bank (as defined below).

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FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT
Fourth Amended And • August 14th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware

THIS FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of August 9, 2006, is entered into among MAINLINE SUB LLC, a Delaware limited liability company (“Holdco”), BUCKEYE GP LLC, a Delaware limited liability company (the “General Partner”), BUCKEYE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), MAINLINE L.P., a Delaware limited partnership (the “OLP GP”), BUCKEYE PIPE LINE COMPANY, L.P., a Delaware limited partnership (“BPLCLP”), LAUREL PIPE LINE COMPANY, L.P., a Delaware limited partnership (“Laurel”), EVERGLADES PIPE LINE COMPANY, L.P., a Delaware limited partnership (“Everglades”), and BUCKEYE PIPE LINE HOLDINGS, L.P., a Delaware limited partnership (collectively with BPLCLP, Laurel, and Everglades, the “Operating Partnerships”).

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BUCKEYE GP HOLDINGS L.P. AMENDED & RESTATED CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Conveyance and Assumption Agreement • August 14th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware

This Amended & Restated Contribution, Conveyance and Assumption Agreement, dated as of August 9, 2006, is entered into by and among THE LIMITED PARTNERS OF MAINLINE L.P., a Delaware limited partnership (“MainLine”) listed on Schedule A hereto (such limited partners, the “Initial Limited Partners”), MAINLINE, BUCKEYE GP LLC, a Delaware limited liability company (“Buckeye GP”), BUCKEYE GP HOLDINGS L.P., a Delaware limited partnership (the “Partnership”), MAINLINE MANAGEMENT LLC, a Delaware limited liability company (the “General Partner”), and MAINLINE GP, INC., a Delaware corporation (“MainLine GP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein will have the meanings assigned to such terms in Section 1.01.

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 14th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2006, is entered into between Buckeye GP LLC, a Delaware limited liability company (the “General Partner”), MainLine Sub LLC, a Delaware limited liability company (“Holdco”), MainLine L.P., a Delaware limited partnership (“MainLine”), MainLine GP, Inc., a Delaware corporation (“MainLine GP”), and Buckeye Pipe Line Services Company, a Pennsylvania corporation (“Services Company”).

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