AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF BUCKEYE PIPE LINE COMPANY, L.P.
THIS AMENDMENT is made as of August 12, 1997, by and between Buckeye
Pipe Line Company, a Delaware corporation ("BPLC" or the "General Partner") and
Buckeye Partners, L.P., a Delaware limited partnership (the "Limited Partner").
WHEREAS, BPLC is the general partner of Buckeye Pipe Line Company,
L.P., a Delaware limited partnership (the "Partnership");
WHEREAS, the Limited Partner is the limited partner of the
Partnership;
WHEREAS, the Partnership is governed under an Amended and Restated
Agreement of Limited Partnership, dated as of December 23, 1986 (the
"Partnership Agreement");
WHEREAS, the Partnership, the General Partner, the Limited Partner and
each of the Limited Partner's other operating partnerships, Buckeye Management
Company, a Delaware corporation and general partner of the Limited Partner
("BMC"), and BMC Acquisition Company, a Delaware corporation and parent of BMC
("BAC"), have entered into an Exchange Agreement, of even date herewith, the
provisions of which require the amendment of certain provisions of the
Partnership Agreement;
WHEREAS, Section 13.1 of the Partnership Agreement provides that the
General Partner may amend any provision of the Partnership Agreement without the
consent of the Limited Partner to reflect any change that in the good faith
opinion of the General Partner does not adversely affect the Limited Partner in
any material respect; and
WHEREAS, the General Partner has determined that this Amendment does
not adversely affect the Limited Partner in any material respect.
NOW, THEREFORE, intending to be legally bound, the Partnership
Agreement is hereby amended as follows:
1. All terms used in this Amendment but not otherwise defined in
this Amendment shall have the meanings set forth for such terms in the
Partnership Agreement.
2. The definition of "Designated Expenses" in Article I of the
Partnership Agreement is hereby amended and restated in its entirety to read as
follows:
"Designated Expenses" means all costs and expenses (direct or
indirect) incurred by the General Partner which are directly or
indirectly related to
the formation, capitalization, business or activities of the
Partnership (including, without limitation, expenses, direct or
indirect, reasonably allocated to the General Partner by its
Affiliates); provided, however, that Designated Expenses shall
not include (a) any cost or expense for which the General Partner
is not entitled to be reimbursed by reason of the proviso at the
end of Section 7.10(b); (b) any cost or expense for which the
General Partner and its Affiliates are not entitled to be
reimbursed pursuant to the terms of the Exchange Agreement; or
(c) severance costs not permitted to be reimbursed pursuant to
the Management Agreement in connection with the withdrawal of the
General Partner.
3. Article I of the Partnership Agreement is hereby amended to add
the following definition:
"Exchange Agreement" means the Exchange Agreement, dated as of
August 12, 1997, among the Partnership, the General Partner, the
Limited Partner, the Limited Partner's other operating
partnerships, the MLP General Partner and BMC Acquisition
Company.
4. The following phrase is hereby added to the end of Section 4.1(b)
of the Partnership Agreement:
, unless the General Partner receives an Opinion of Counsel that
the failure to make such additional Capital Contribution would
not result in the Partnership being treated as an association
taxable as a corporation for federal income tax purposes.
5. Any provision of the Partnership Agreement which is inconsistent
with the provisions of this Amendment shall be deemed amended to effectuate the
intention expressed herein. Every other provision of the Partnership Agreement
shall remain unchanged and in full force and effect.
6. The General Partner may amend any provision of the Management
Agreement which the General Partner in its sole discretion believes is necessary
or desirable to conform it to the provisions of this Amendment.
7. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
-2-
IN WITNESS WHEREOF, this Amendment has been executed as of the day and
year first above written.
BUCKEYE PIPE LINE COMPANY,
as General Partner
By:__________________________________
Name:
Title:
BUCKEYE PARTNERS, L.P.
By: BUCKEYE MANAGEMENT COMPANY,
Its General Partner
By:__________________________________
Name:
Title:
-3-
