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  EXHIBIT 10.6    
    


 
    FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT    
    


        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"). 


 
 

  WITNESSETH:    
    


        WHEREAS, Buckeye Pipe Line Company LLC, a Delaware limited liability company
(the "Former GP"), Buckeye Management Company LLC, a Delaware limited liability company ("BMC"), Glenmoor LLC, a Delaware limited liability company ("Glenmoor"), the Partnership
and the Operating Partnerships entered into the Exchange Agreement, dated as of August 12, 1997 (the "Original Agreement"), the transactions contemplated by which were consummated on such date
effective as of 11:59 P.M.; 


        WHEREAS, the Original Agreement was amended and restated in its entirety on May 2, 2002, as of May 4, 2004, as of
December 15, 2004 and as of August 9, 2006 (as so amended and restated, the "Prior Agreement"); 



        WHEREAS, the Partnership is governed pursuant to an Amended and Restated Agreement of Limited Partnership (the "Master Partnership
Agreement"), dated as of April 14, 2008, between the General Partner and the limited partners of the Partnership (the "Limited Partners"), as amended; the Operating Partnerships, are governed
pursuant to similar Amended and Restated Agreements of Limited Partnership, each dated as of August 9, 2006, as amended, between the OLP GP and the Partnership (collectively, the
"Operating Partnership Agreements"); 


        WHEREAS, in connection with the Original Agreement, the Partnership (i) issued limited partnership units of the Partnership ("LP
Units") to Buckeye Pipe Line Services Company, a Pennsylvania corporation (the "Company"), whose shares of capital stock are owned by the Buckeye Pipe Line Services Company Employee Stock Ownership
Plan Trust (referred to herein as the "ESOP") in exchange for shares of Glenmoor stock (the "Exchange Shares"), and (ii) contributed an undivided interest in the Exchange Shares to the
Operating Partnerships as of the date of the Original Agreement; 


        WHEREAS, the Operating Partnerships transferred and assigned the Exchange Shares to the Former GP as of the date of the Original
Agreement in exchange for the release of certain obligations that the Partnership had to BMC (as the former general partner of the Partnership) and the Former GP, and the Operating Partnerships
had to the Former GP; Glenmoor and BMC caused the Former GP to receive the Exchange Shares and to release such obligations of the Partnership and the Operating Partnerships; and the
Exchange Shares were further transferred by the Former GP to BMC and by BMC to Glenmoor; 


        WHEREAS, the General Partner was the general partner of the Operating Partnerships, and pursuant to an Amended & Restated
Contribution, Conveyance and Assumption Agreement dated August 9, 2006, assigned its general partner interests in the Operating Partnerships and all its right, title and interest in the Prior
Agreement, to the extent relating to the role of general partner of the Operating Partnerships, to the OLP GP (the "Assignment Agreement"); 







 

        WHEREAS, Holdco became a party to this Agreement on August 18, 2006, when MainLine Sub LLC, the former party to this
Agreement and a wholly owned subsidiary of Holdco, was merged with and into Holdco; and 


        WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement in its entirety to amend the provisions of
this Agreement allocating responsibility for the compensation of certain executives. 


        NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 


 
 

  ARTICLE I
  
    THE EXCHANGE    
    


        Upon the terms and subject to the conditions of this Agreement, the Operating Partnerships have transferred and assigned the Exchange
Shares to the Former GP in exchange for the release of certain obligations of the Partnership to BMC (as the former general partner of the Partnership) and the Former GP, and of the
Operating Partnerships to the Former GP, as set forth in Article II below. 


 
 

  ARTICLE II
  
    RELEASE OF OBLIGATIONS    
    


        2.01    Obligations to Reimburse for Executive Compensation.    (a) Upon the terms and subject to the conditions of
this Agreement, the General Partner and the OLP GP, for themselves and their affiliates, successors and assigns, hereby confirm that they have irrevocably released, relinquished and discharged
the Partnership and the Operating Partnerships from any and all liability, obligation, claim, demand, action or suit of any kind or nature, in law or in equity, whatsoever, known or unknown, which may
be asserted for or on account of or arising out of or in any manner relating to the Partnership's and/or the Operating Partnerships' obligations pursuant to Section 7.4(b) of the Master
Partnership Agreement and
the Operating Partnership Agreements or otherwise to reimburse the General Partner, the OLP GP or their affiliates for total compensation, including all benefits, paid for the four highest
salaried officers performing duties for the General Partner with respect to the functions of operations, finance, legal, marketing and business development, treasury, or performing the function of
President of the General Partner ("Executive Compensation Liabilities") for the period beginning on the date of the Original Agreement and continuing
through December 31, 2008. Nothing in this Section 2.01(a) shall be deemed to have waived the obligations of the Partnership and the Operating Partnerships to reimburse the General
Partner and the OLP GP for (i) employee fringe benefits and retirement benefits for their executives relating to services performed prior to the date of the Original Agreement,
(ii) obligations under severance agreements with their executives to the extent currently reimbursable under the Master Partnership Agreement or (iii) any obligations in respect of their
executives which are not related to compensation, including, without limitation, indemnification obligations (collectively, the "Excluded Obligations"). 



        (b)   The
Partnership and the Operating Partnerships hereby reassume all Executive Compensation Liabilities arising on and after January 1, 2009;  provided, however, that for the avoidance of doubt, such reassumption shall not include (i) any
obligations of Holdco, MainLine Management LLC or the General Partner to any of the Executives pursuant to employment or severance agreements or arrangements (other than the Excluded
Obligations) entered into between Holdco, MainLine Management LLC or the General Partner and such Executive prior to January 1, 2009, or (ii) any bonus payments to the Executives
for 2008, in each case regardless of when such obligations become payable. In consideration of such reassumption, beginning with the calendar year starting January 1, 2009, Holdco shall make an
annual payment calculated in accordance with Schedule A hereto, which amount may be paid on such terms and in such 



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installments
during or after any calendar year as may be mutually agreed by Holdco and the Partnership (the "Annual Fixed Payment"). The Partnership and
the Operating Partnerships acknowledge that so long as Holdco has no operations separate from its ownership of the General Partner, the Executive Compensation Liabilities assumed by the Partnership
and the Operating Partnerships shall include all compensation and benefits payable to such officers, and the Annual Fixed Payment shall be deemed to include reimbursement by Holdco to the Partnership
and the Operating Partnerships in respect of total compensation payable to the same persons for any services performed by such persons as officers of Holdco. 



        (c)   Holdco,
the General Partner and the OLP GP agree, unless the General Partner is removed as general partner of the Partnership, to perform the executive level
functions referred to in Section 2.01(a) for the benefit of the Partnership and the Operating Partnerships in a manner satisfactory to the board of directors of the General Partner. 




        2.02    ESOP Obligations Generally.    As of December 15, 2004, Holdco acknowledges that it has received all
reimbursements due to it from the Partnership and the Operating Partnerships pursuant to the terms of the Prior Agreement in respect of (i) cash contributions made or to be made by the Company
to the ESOP pursuant to the terms of the ESOP trust agreement, as necessary for the ESOP to make all payments of principal, interest and premium due under the Note Agreement, dated as of May 4,
2004,
among the ESOP, The Prudential Insurance Company of America, Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (the "Note Agreement"), (ii) cash deposits made or to be
made by the Company pursuant to an obligation to maintain a minimum value of collateral pledged to secure the obligations of the ESOP or the Company in respect of the Note Agreement,
(iii) income taxes incurred by the Company on the sale of LP Units made to satisfy the redemption obligations described in Section 2.03 below, and (iv) routine
administrative charges and expenses common to employee stock ownership plans incurred in connection with the operation of the ESOP. Each of Holdco, the General Partner and the OLP GP hereby
release, relinquish and discharge the Partnership and the Operating Partnerships from any and all further liability, obligation, claim, demand, action or suit of any kind or nature, in law or in
equity, whatsoever, known or unknown, which may be asserted for or on account of or arising out of or in any manner relating to the foregoing obligations under the Prior Agreement. 


        2.03    No ESOP Contributions for Departing Employees.    Holdco, the General Partner and the OLP GP
acknowledge that neither the Partnership nor the Operating Partnerships shall be obligated to reimburse Holdco, the General Partner or the OLP GP for obligations to redeem the ESOP accounts of
departing employees upon the termination of their employment with the Company, or for any other costs or expenses of or relating to the operation of the ESOP other than those specified in
Section 2.02 above. 


        2.04    Representations and Warranties.    Holdco, the General Partner and the OLP GP hereby represent and
warrant to the Partnership and the Operating Partnerships, as of the date of the Original Agreement, that (a) neither the Company nor any entity treated as a single employer with the Company
under Sections 414(b), 414(c), 414(m), or 414(o) of the Internal Revenue Code of 1986, as amended (the "Code"), or Section 4001(b) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), has incurred any liability under any provision of ERISA or other applicable law relating to the ESOP; (b) the ESOP has been administered, in all material respects, in
compliance with its terms and complies, both in form and operation, with the applicable provisions of ERISA (including, without limitation, the funding and prohibited transactions provisions thereof),
the Code and other applicable laws; and (c) the ESOP has been determined by the Internal Revenue Service to be qualified within the meaning of Section 401 of the Code, and none of
Holdco, the General Partner or the OLP GP is aware of any fact or circumstances which would adversely affect the qualified status of the ESOP. 


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  ARTICLE III
  
    AGREEMENT TO ACT AS GENERAL PARTNER    
    


        3.01    Failure to Act as General Partner Over the ESOP Period.    Except to the extent this obligation is assumed by
a successor general partner(s) pursuant to Section 3.02, the General Partner and the OLP GP shall continue to serve as the general partner of the Partnership and the Operating
Partnerships, respectively, until all principal, interest and premium is paid in full under the Note Agreement and under any agreements or instruments replacing the Note Agreements have been repaid,
unless the Partnership shall be sooner dissolved under Section 14.1(d) of the Master Partnership Agreement. Each Party hereto hereby (i) consents to the transactions set forth in the
Assignment Agreement, including the assignment of all general partner interests in the Operating Partnerships by the General Partner to the OLP GP, and (ii) agrees that the consummation
of such transactions did not violate any provision of the Prior Agreement. 



        3.02    Assumption of Obligations by a Successor General Partner.    If the General Partner or the OLP GP is
removed as general partner of the Partnership or one or more of the Operating Partnerships, respectively, during the ESOP Period (but not if the General Partner or the OLP GP voluntarily
withdraws as general partner) pursuant to Section 13.1(b) of the Master Partnership Agreement, or if the General Partner or the OLP GP transfers its general partner interests in the
Partnership or the Operating Partnerships pursuant to Section 11.1 of the Master Partnership Agreement, the General Partner or the OLP GP may cause the successor general partner of the
Partnership and the Operating Partnerships, respectively, to assume its respective obligations, liabilities and duties under this Agreement. 


 
 

  ARTICLE IV
  
    GENERAL PROVISIONS    
    


        4.01    Entire Agreement.    This Agreement supersedes all prior discussions and agreements among the parties hereto
with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof. 



        4.02    Headings.    The headings used in this Agreement have been inserted for convenience of reference only and do
not define or limit the provisions hereof. 


        4.03    Waiver and Amendment.    No failure by any party to insist upon the strict performance of any covenant, duty,
agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, duty, agreement or
condition. Any amendment to this Agreement shall be effective only if in writing signed by each of the parties hereto. 



        4.04    Severability.    If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby. 


        4.05    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof. 



        4.06    Counterparts.    This Agreement may be executed in any number of counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. 


        [signatures follow on next page]


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        IN WITNESS WHEREOF, each party hereto has caused this Agreement amending and restating the Prior Agreement to be signed by its officer
duly authorized as of the date first above written. 



					
	 	 	 BUCKEYE GP HOLDINGS L.P.
	
 	
 	
 By: MAINLINE MANAGEMENT LLC,

as General Partner
	

 	
 	
 By:	
 	
/s/ FORREST E. WYLIE






 Name: Forrest E. Wylie
 Title: Chief Executive Officer
	

 	
 	
 BUCKEYE GP LLC
	

 	
 	
 By:	
 	
/s/ FORREST E. WYLIE






 Name: Forrest E. Wylie
 Title: Chief Executive Officer
	

 	
 	
 MAINLINE L.P.
	
 	
 	
 By: MAINLINE GP, INC.,

as General Partner
	

 	
 	
 By:	
 	
/s/ FORREST E. WYLIE






 Name: Forrest E. Wylie
 Title: Chief Executive Officer
	

 	
 	
 BUCKEYE PARTNERS, L.P.
	
 	
 	
 By: BUCKEYE GP LLC, as General Partner
	

 	
 	
 By:	
 	
/s/ STEPHEN C. MUTHER






 Name: Stephen C. Muther
 Title: President





        [SIGNATURES CONTINUE ONTO NEXT PAGE]


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        [SIGNATURES CONTINUED FROM PREVIOUS PAGE]



					
	 	 	 BUCKEYE PIPE LINE COMPANY, L.P.
	
 	
 	
 By: MAINLINE L.P.,

as General Partner
	
 	
 	
 By: MAINLINE GP, INC.,

as General Partner
	

 	
 	
 By:	
 	
/s/ STEPHEN C. MUTHER







 Name: Stephen C. Muther
 Title: President
	

 	
 	
 LAUREL PIPE LINE COMPANY, L.P.
	
 	
 	
 By: MAINLINE L.P.,

as General Partner
	
 	
 	
 By: MAINLINE GP, INC.,

as General Partner
	

 	
 	
 By:	
 	
/s/ STEPHEN C. MUTHER






 Name: Stephen C. Muther
 Title: President
	

 	
 	
 EVERGLADES PIPE LINE COMPANY, L.P.
	
 	
 	
 By: MAINLINE L.P.,

as General Partner
	
 	
 	
 By: MAINLINE GP, INC.,

as General Partner
	

 	
 	
 By:	
 	
/s/ STEPHEN C. MUTHER






 Name: Stephen C. Muther
 Title: President





        [SIGNATURES CONTINUE ONTO NEXT PAGE]


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        [SIGNATURES CONTINUED FROM PREVIOUS PAGE]



					
	

 	
 	
 BUCKEYE PIPE LINE HOLDINGS, L.P.
	
 	
 	
 By: MAINLINE L.P.,

as General Partner
	
 	
 	
 By: MAINLINE GP, INC.,

as General Partner
	

 	
 	
 By:	
 	
/s/ STEPHEN C. MUTHER






 Name: Stephen C. Muther
 Title: President





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  Schedule A
  
    Calculation of Annual Fixed Payment    
    



								
	 
	 	Assumed

Salaries

Sample

Calculation* 	 	Actual 2009

Salaries

Calculation** 	 
	 Aggregate Annual Base Salaries for four highest paid executives
	 	 $	1,350,000	 	$	1,350,000	 
	 Benefits
	 	 	30	%	 	30	%
	 Plus: Benefits
	 	 	

405,000	 	 	

405,000	 
	 	 	 	 	 	 
	 Total Base and Benefits
	 	$	1,755,000	 	$	1,755,000	 
	 Cushion
	 	 	15.0	%	 	15.0	%
	 Base + Benefits + Cushion
	 	 $	2,018,250	 	$	2,018,250	 
	 Annual Incentive Compensation Opportunity(1)
	 	
$	

1,350,000	 	
$	

1,350,000	 
	 Cushion
	 	 	15.0	%	 	15.0	%
	 Annual Incentive Compensation + Cushion
	 	 $	1,552,500	 	$	1,552,500	 
	 Fixed Annual Payment
	 	
$	

3,570,750	 	
$	

3,570,750	 











	(1)
	100 percent
of Aggregate Annual Base Salaries



	*
	The
total salary amount in this column is only for the purpose of showing a sample calculation. The actual 2009 aggregate annualized Base Salaries for the
four highest paid executives will be set by the Compensation Committee of Buckeye GP LLC and will differ from the sample amount above. The included salaries are for the Chief Executive
Officer, President, Chief Financial Officer and Chief Operating Officer.



	**
	Reflects
the determination of the actual 2009 aggregate annualized Base Salaries for the four highest paid executives. 


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EXHIBIT 10.6


FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT

WITNESSETH

ARTICLE I THE EXCHANGE

ARTICLE II RELEASE OF OBLIGATIONS

ARTICLE III AGREEMENT TO ACT AS GENERAL PARTNER

ARTICLE IV GENERAL PROVISIONS

Schedule A Calculation of Annual Fixed Payment