0001104659-08-064458 Sample Contracts

TERMINATION AGREEMENT
Termination 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”).

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FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT
Exchange 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”).

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