FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P. (As Amended and Restated as of , 2006)Agreement • July 5th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of , 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.
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.
FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PIPE LINE COMPANY, L.P. (As Amended and Restated as of __________, 2006)Agreement • July 5th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of _________ ___, 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.
FORM OF THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of _________ ___, 2006 Between BUCKEYE PIPE LINE COMPANY, L.P. and MAINLINE L.P.Management Agreement • July 5th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania
THIS THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of _________ ___, 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”).
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”).
