AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPBuckeye 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:
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.
SEVERANCE AGREEMENTSeverance Agreement • November 10th, 2008 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania
This Severance Agreement is made as of the 10th day of November, 2008, by and between Buckeye Partners, L.P., a Delaware limited partnership (“BPL”), Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), Buckeye Pipe Line Services Company, a Pennsylvania corporation (“BPLSC”), and Keith E. St. Clair, residing at 1600 South Wendover Road, Charlotte, NC 28211 (“Employee”).
Form of UNIT AGREEMENTUnit Agreement • July 5th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
THIS UNIT AGREEMENT (this “Agreement”) is made as of ________, 2006, by and among Buckeye GP Holdings L.P., a Delaware limited partnership (the “Partnership”), and Stephen C. Muther (“Executive”). Certain definitions are set forth in Section 5 of this Agreement.
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.
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”).
FIFTH AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENTIncentive 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”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 30th, 2007 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is made and entered into as of August 24, 2007, by and among BUCKEYE PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
Underwriting AgreementUnderwriting Agreement • August 7th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • New York
Goldman, Sachs & Co. Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE GP HOLDINGS L.P.Buckeye GP Holdings L.P. • November 23rd, 2010 • Pipe lines (no natural gas) • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE GP HOLDINGS L.P. (this “Agreement”), dated as of November 19, 2010 and effective at the Effective Time (as defined below) is entered into by and between MainLine Management LLC, a Delaware limited liability company, as general partner (the “General Partner”), and Buckeye Partners, L.P., as the limited partner (the “Limited Partner”).
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 BookrunnerCredit 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).
FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENTFourth 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”).
FORM OF FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • July 5th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
THIS FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of _________, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 30th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania
This Employment Agreement (“Agreement”) is made and entered into as of May 4, 2004 (the “Effective Date”), by and between Glenmoor LLC, a Delaware limited liability company (the “Company”), and William H. Shea, Jr. (the “Executive”).
TERMINATION AGREEMENTTermination Agreement • October 16th, 2008 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania
THIS TERMINATION AGREEMENT (“Agreement”) is made this 15th day of October, 2008, by and among Buckeye GP LLC, a Delaware limited liability company (the “General Partner”), Buckeye GP Holdings L.P., a Delaware limited partnership (as successor by merger to MainLine Sub LLC)(“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”).
BUCKEYE GP HOLDINGS L.P. AMENDED & RESTATED CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTConveyance 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.
AGREEMENT AND PLAN OF MERGER by and among BUCKEYE PARTNERS, L.P. BUCKEYE GP LLC GRAND OHIO, LLC and BUCKEYE GP HOLDINGS L.P. and MAINLINE MANAGEMENT LLC Dated as of June 10, 2010Agreement and Plan of Merger • June 11th, 2010 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 10, 2010 (this “Agreement”), is entered into by and among Buckeye Partners, L.P., a Delaware limited partnership (“Partners”), Buckeye GP LLC, a Delaware limited liability company and the general partner of Partners (“Partners GP”), Grand Ohio, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Partners (“MergerCo”), Buckeye GP Holdings L.P., a Delaware limited partnership (“Holdings”), and MainLine Management LLC, a Delaware limited liability company and the general partner of Holdings (“Holdings GP”).
AMENDED AND RESTATED UNIT AGREEMENTAmended and Restated Unit Agreement • March 26th, 2007 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
THIS AMENDED AND RESTATED UNIT AGREEMENT (this “Agreement”) is made as of August 9, 2006, by and among Buckeye GP Holdings L.P., a Delaware limited partnership (the “Partnership”), and Robert B. Wallace (“Executive”). Certain definitions are set forth in Section 5 of this Agreement.
THIRD AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAINLINE MANAGEMENT LLCLimited Liability Company Agreement • July 17th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
THIS THIRD AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAINLINE MANAGEMENT LLC (as amended from time to time, this “Agreement”), is made as of the day of , 2006, by Carlyle/Riverstone BPL Holdings II, L.P. (the “Member”), a Delaware limited partnership, as the sole member.
SUPPLEMENT TO PLEDGE AGREEMENT - ADDITIONAL PLEDGORPledge Agreement • November 6th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • New York
THIS SUPPLEMENT TO PLEDGE AGREEMENT - ADDITIONAL PLEDGOR (this “Supplement”), dated as of September 15, 2006, is executed by BUCKEYE GP HOLDINGS L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), in favor of SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the “Administrative Agent”), on its behalf and on behalf of the other banks and lending institutions (the “Lenders”) from time to time party to the Credit Agreement dated as of August 9, 2006, by and among the Borrower, the Lenders, the Administrative Agent, and SunTrust Bank as Issuing Bank (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”). Terms used herein but not defined herein shall have the meaning defined for those terms in the Pledge Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • May 30th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania
This Amended and Restated Employment and Severance Agreement, dated as of May 4, 2004 by and among Stephen C. Muther (“Muther”) and Glenmoor LLC, a Delaware limited liability company (“Glenmoor”), amends and restates the Agreement made as of the 8th day of December, 1997, amended as of December 31, 1999, supplemented as of December 31, 1999, and such supplement was amended as of January 1, 2004, among Buckeye Management Company, Buckeye Pipe Line Services Company (“BPLSC”), and Buckeye Pipe Line Company, Glenmoor, and Muther.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 30th, 2007 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of May 18, 2007, by and among BUCKEYE PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • June 27th, 2007 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania
This Amended and Restated Severance Agreement made as of the 25th day of June, 2007, by and between Buckeye GP Holdings L.P., a Delaware limited partnership and the successor to Glenmoor LLC, (“BGH”), Buckeye Pipe Line Services Company, a Pennsylvania corporation (“BPLSC”) and Robert B. Wallace, residing at (“Employee”), amends and restates the Severance Agreement, dated as of September 1, 2004, between Glenmoor LLC and Employee (the “Prior Agreement”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 30th, 2007 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of May 18, 2007, by and among BUCKEYE GP HOLDINGS L.P., a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • October 16th, 2008 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
THIS FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of October 15, 2008, is entered into among BUCKEYE GP HOLDINGS L.P., a Delaware limited partnership (“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”).
AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENTTermination of Employment Agreement • October 26th, 2007 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania
This Amended and Restated Employment and Severance Agreement, dated as of October 25, 2007, by and among Stephen C. Muther (“Muther”), Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), and Buckeye Pipe Line Services Company, a Pennsylvania corporation (“BPLSC”), amends and restates the Amended and Restated Employment and Severance Agreement, dated as of June 25, 2007, among Muther, BGH and BPLSC (the “Prior Agreement”).
SEVERANCE AGREEMENTSeverance Agreement • May 30th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania
This Agreement made as of the 1st day of September, 2004, by and between Glenmoor LLC, a Delaware limited liability company (the “Company”), and Robert B. Wallace, residing at (“Employee”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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”).
BUCKEYE GP HOLDINGS L.P. CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • July 17th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of ______________, 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 1.1.
BENEFITS CONTINUATION AGREEMENTBenefits Continuation Agreement • March 26th, 2007 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
This Benefits Continuation Agreement (“Agreement”), dated as of January 1, 2004, between Glenmoor, Ltd., a Delaware corporation formerly known as BMC Acquisition Company (“Glenmoor”), and William H. Shea, Jr. (“Shea”).
