exv10w2






Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




BY AND AMONG



BUCKEYE PARTNERS, L.P.



AND



BGH GP HOLDINGS, LLC



ARCLIGHT ENERGY PARTNERS FUND III, L.P.



ARCLIGHT ENERGY PARTNERS FUND IV, L.P.



KELSO INVESTMENT ASSOCIATES VII, L.P.




KEP VI, LLC




DATED AS OF JUNE 10, 2010



 









 





TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Registrable Securities
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II REGISTRATION RIGHTS
	 	 	3	 
	 
	 	 	 	 
	Section 2.01 Demand Registration
	 	 	3	 
	Section 2.02 Piggyback Rights
	 	 	4	 
	Section 2.03 Delay Rights
	 	 	5	 
	Section 2.04 Underwritten Offerings
	 	 	6	 
	Section 2.05 Sale Procedures
	 	 	7	 
	Section 2.06 Cooperation by Holders
	 	 	9	 
	Section 2.07 Restrictions on Public Sale by Holders of Registrable Securities
	 	 	10	 
	Section 2.08 Expenses
	 	 	10	 
	Section 2.09 Indemnification
	 	 	10	 
	Section 2.10 Rule 144 Reporting
	 	 	13	 
	Section 2.11 Transfer or Assignment of Registration Rights
	 	 	13	 
	 
	 	 	 	 
	ARTICLE III MISCELLANEOUS
	 	 	13	 
	 
	 	 	 	 
	Section 3.01 Communications
	 	 	13	 
	Section 3.02 Successor and Assigns
	 	 	15	 
	Section 3.03 Assignment of Rights
	 	 	15	 
	Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Units
	 	 	15	 
	Section 3.05 Aggregation of Registrable Securities
	 	 	15	 
	Section 3.06 Specific Performance
	 	 	15	 
	Section 3.07 Counterparts
	 	 	16	 
	Section 3.08 Headings
	 	 	16	 
	Section 3.09 Governing Law
	 	 	16	 
	Section 3.10 Severability of Provisions
	 	 	16	 
	Section 3.11 Entire Agreement
	 	 	16	 
	Section 3.12 Amendment
	 	 	16	 
	Section 3.13 No Presumption
	 	 	16	 
	Section 3.14 Obligations Limited to Parties to Agreement
	 	 	16	 
	Section 3.15 Interpretation
	 	 	17	 






 









 






REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
June 10, 2010, by and among Buckeye Partners, L.P., a Delaware limited partnership (“Partners"),
and BGH GP Holdings, LLC, a Delaware limited liability company (“Holdings Unitholder”), ArcLight
Energy Partners Fund III, L.P., a Delaware limited partnership, ArcLight Energy Partners Fund IV,
L.P., a Delaware limited partnership, Kelso Investment Associates VII, L.P., a Delaware limited
partnership, and KEP VI, LLC, a Delaware limited liability company (each, an “Investor” and
collectively, the “Investors”).



     WHEREAS, this Agreement is made in connection with the proposed merger of Grand Ohio, LLC, a
Delaware limited liability company (“MergerCo”), with and into Buckeye GP Holdings L.P., a
Delaware limited partnership (“Holdings”) pursuant to the Agreement and Plan of Merger,
dated as of June 10, 2010 (the “Merger Agreement”), by and among the Partnership, Buckeye
GP, LLC, a Delaware limited liability company (the “General Partner”), MergerCo, Holdings
and MainLine Management LLC, a Delaware limited liability company; and



     WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in
this Agreement for the benefit of the Investors pursuant to the Support Agreement, dated as of June
10, 2010 among the Partnership and the Investors.



     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by each party hereto, the parties hereby agree as follows:



ARTICLE I

DEFINITIONS



     Section 1.01 Definitions. Capitalized terms used herein without definition shall have
the meanings given to them in the Merger Agreement. The terms set forth below are used herein as
so defined:



     “Agreement” has the meaning specified therefor in the introductory paragraph of this
Agreement.



     “Commission” means the U.S. Securities and Exchange Commission.



     “Effectiveness Period” has the meaning specified therefor in Section 2.01 of
this Agreement.



     “General Partner” has the meaning specified therefor in the recitals to this
Agreement.



     “Holder” means the record holder of any Registrable Securities.



     “Holdings” has the meaning specified therefor in the recitals to this Agreement.



     “Holdings Unitholder” has the meaning specified therefor in the recitals to this
Agreement.



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     “Included Registrable Securities” has the meaning specified therefor in Section
2.02(a) of this Agreement.



     “Investor” and “Investors” have the meanings specified therefor in the
introductory paragraph of this Agreement.



     “Losses” has the meaning specified therefor in Section 2.09(a) of this
Agreement.



     “LP Units” has the meaning specified therefor in the Merger Agreement.



     “Managing Underwriter” means, with respect to any Underwritten Offering, the
book-running lead manager(s) of such Underwritten Offering.



     “Merger Agreement” has the meaning specified therefor in the recitals of this
Agreement.



     “MergerCo” has the meaning specified therefor in the recitals of this Agreement.



     “NYSE” means The New York Stock Exchange, Inc.



     “Parity Securities” has the meaning specified therefor in Section 2.02(b) of
this Agreement.



     “Partnership” has the meaning specified therefor in the introductory paragraph of this
Agreement.



     “Registrable Securities” means the LP Units to be acquired by the Investors pursuant
to the Merger Agreement.



     “Registration Expenses” has the meaning specified therefor in Section 2.08(b)
of this Agreement.



     “Registration Statement” has the meaning specified therefore in Section 2.01.



     “Selling Expenses” has the meaning specified therefor in Section 2.08(b) of
this Agreement.



     “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.



     “Selling Holder Indemnified Persons” has the meaning specified therefore in
Section 2.09(a) of this Agreement.



     “Shelf Registration Statement” has the meaning specified therefore in Section
2.01.



     “Underwritten Offering” means an offering (including an offering pursuant to a
Registration Statement) in which LP Units are sold to an underwriter on a firm commitment
basis for reoffering to the public or an offering that is a “bought deal” with one or more
investment banks.



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     “WKSI Registration Statement” has the meaning specified therefore in Section
2.01.



     Section 1.02 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security (a) when a registration statement covering such Registrable Security becomes
or has been declared effective by the Commission and such Registrable Security has been sold or
disposed of pursuant to such effective registration statement; (b) when such Registrable Security
has been disposed of pursuant to any section of Rule 144 (or any similar provision then in effect)
under the Securities Act; (c) when such Registrable Security is held by the Partnership or one of
its subsidiaries; or (d) when such Registrable Security has been sold in a private transaction in
which the transferor’s rights under this Agreement are not assigned to the transferee of such
securities pursuant to Section 2.11 hereof.



ARTICLE II

REGISTRATION RIGHTS



     Section 2.01 Registration.



     As soon as practicable following the date hereof, but in any event within 30 days after date
hereof, the Partnership shall prepare and file a registration statement (the “Shelf
Registration Statement”) under the Securities Act with respect to all of the Registrable
Securities, such Shelf Registration Statement to be of the type that is not automatically effective
upon filing. The Partnership shall use its commercially reasonable efforts to cause the Shelf
Registration Statement to become effective no later than the Closing Date. If the Shelf
Registration Statement is not effective as of the Closing Date, then the Partnership shall prepare
and file an automatic shelf registration statement (the “WKSI Registration Statement” and,
together with the Shelf Registration Statement, the “Registration Statement”) under the
Securities Act with respect to all of the Registrable Securities, which shall be effective no later
than the Closing Date. The Partnership acknowledges and agrees that it may have multiple
Registration Statements on file and effective with respect to the Registrable Securities; provided,
however, that when the Shelf Registration Statement is effective, the Partnership will no longer be
obligated to maintain the effectiveness of the WKSI Registration Statement. The Registration
Statement filed pursuant to this Section 2.01 shall be on such appropriate registration
form of the Commission as shall be selected by the Partnership.



     Any Registration Statement shall provide for the resale pursuant to any method or combination
of methods legally available to, and requested by, the Holders of any and all Registrable
Securities covered by such Registration Statement. The Partnership shall use its commercially
reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01
to be effective, supplemented and amended to the extent necessary to ensure that it is available
for the resale of all Registrable Securities by the Holders until all Registrable Securities
covered by such Registration Statement have ceased to be Registrable Securities (the
“Effectiveness Period”). The Registration Statement when effective (including the
documents incorporated therein by reference) will comply as to form in all material respects with
all applicable requirements of the Securities Act and the Exchange Act and will not contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading (and, in the case of any prospectus
contained in such Registration Statement, in the light of the circumstances under which a



3









 







statement
is made). As soon as practicable following the date that the Registration Statement becomes
effective, but in any event within two (2) Business Days of such date, the Partnership shall
provide the Investors with written notice of the effectiveness of the Registration Statement.



     Section 2.02 Piggyback Rights.



     (a) Participation. If at any time the Partnership proposes to file (i) a shelf
registration statement other than the Registration Statement contemplated by Section 2.01,
(ii) a prospectus supplement to an effective shelf registration statement, other than the
Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be
included without the filing of a post-effective amendment thereto, or (iii) a registration
statement, other than a shelf registration statement, in either case, for the sale of LP Units in
an Underwritten Offering for its own account and/or another Person, then as soon as practicable
following the engagement of counsel by the Partnership to prepare the documents to be used in
connection with an Underwritten Offering, the Partnership shall give written notice (including, but
not limited to, notification by electronic mail) of such proposed Underwritten Offering to each
Holder holding at least 500,000 of the then-outstanding Registrable Securities and such notice
shall offer such Holder the opportunity to include in such Underwritten Offering such number of
Registrable Securities (the “Included Registrable Securities”) as each such Holder may
request in writing; provided, however, that if the Partnership has been advised by the Managing
Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders
will have an adverse effect on the price, timing (other than by reason of the notice periods set
forth herein) or distribution of the LP Units in the Underwritten Offering, then (a) the
Partnership shall not be required to offer such opportunity to the Holders, in which case the
Partnership shall cause the Underwriters to provide the Holders written advisement of their
exclusion (which notice need not include any explanation of the reasons for the exclusion and shall
not give the Holders any rights against the Underwriters or expose the Underwriters to any
liability) from the Underwritten Offering no later than 24 hours after the pricing of the
Underwritten Offering, or (b) if any Registrable Securities can be included in the Underwritten
Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to
be offered for the accounts of Holders shall be determined based on the provisions of Section
2.02(b), in which case the Partnership shall cause the Underwriters to provide the Holders
written advisement of their reduced participation (which notice need not include any explanation of
the reasons for the reduced participation and shall not give the Holders any rights against the
Underwriters or expose the Underwriters to any liability) in the Underwritten Offering no later
than 24 hours after the pricing of the Underwritten Offering. Any notice required to be provided
in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to
Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such
Holder shall have two (2) Business Days (or one (1) Business Day in connection with any overnight
or bought
Underwritten Offering) after written notice has been delivered to request in writing the
inclusion of Registrable Securities in the Underwritten Offering. If no written request for
inclusion from a Holder is received within the specified time, each such Holder shall have no
further right to participate in such Underwritten Offering. If, at any time after giving written
notice of its intention to undertake an Underwritten Offering and prior to the closing of such
Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay
such Underwritten Offering, the Partnership may, at its election, give written notice of such
determination to the Selling Holders and, (x) in the case of a determination not to undertake such



4









 







Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable
Securities in connection with such terminated Underwritten Offering, and (y) in the case of a
determination to delay such Underwritten Offering, shall be permitted to delay offering any
Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any
Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such
Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to
the Partnership of such withdrawal up to and including the time of pricing of such Underwritten
Offering.



     (b) Priority. If the Managing Underwriter or Underwriters of any proposed
Underwritten Offering of LP Units included in an Underwritten Offering involving Included
Registrable Securities advises the Partnership that the total amount of Registrable Securities that
the Selling Holders and any other Persons intend to include in such offering exceeds the number
that can be sold in such offering without being likely to have an adverse effect on the price,
timing (other than by reason of the notice periods set forth herein) or distribution of the LP
Units offered or the market for the LP Units, then the LP Units to be included in such Underwritten
Offering shall include the number of Registrable Securities that such Managing Underwriter or
Underwriters advises the Partnership can be sold without having such adverse effect, with such
number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling
Holders who have requested participation in such Underwritten Offering and any other holder of
securities of the Partnership having rights of registration on parity with the Registrable
Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who
have requested participation in such Underwritten Offering shall be the product of (a) the
aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such
Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of
Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number
of Registrable Securities owned on the Closing Date by all Selling Holders and holders of Parity
Securities participating in the Underwritten Offering.



     (c) Termination of Piggyback Registration Rights. Each Holder’s rights under
Section 2.02 shall terminate upon such Holder ceasing to hold at least 500,000 of the then
outstanding Registrable Securities.



     Section 2.03 Delay Rights.



     Notwithstanding anything to the contrary contained herein, the Partnership may, upon written
notice to any Selling Holder whose Registrable Securities are included in the Registration
Statement or other registration statement contemplated by this Agreement, suspend such Selling
Holder’s use of any prospectus which is a part of the Registration Statement or other registration
statement (in which event the Selling Holder shall discontinue sales of the Registrable
Securities pursuant to the Registration Statement or other registration statement but may settle
any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an
acquisition, merger, reorganization, disposition or other similar transaction and the Partnership
determines in good faith that the Partnership’s ability to pursue or consummate such a transaction
would be materially adversely affected by any required disclosure of such transaction in the
Registration Statement or other registration statement; (ii) the Partnership has experienced some
other material non-public event the disclosure of which at such time, in the good faith judgment of
the



5









 







Partnership, would materially adversely affect the Partnership or (iii) the Partnership would
be required to prepare and file any financial statements (other than those it customarily prepares
or before it customarily files such financial statements); provided, however, in no event shall the
Selling Holders be suspended from selling Registrable Securities pursuant to the Registration
Statement or other registration statement for a period that exceeds an aggregate of 45 days in any
180-day period or 90 days in any 365-day period, in each case, exclusive of days covered by any
lock-up agreement executed by an Investor in connection with any Underwritten Offering. Upon
disclosure of such information or the termination of the condition described above, the Partnership
shall provide prompt written notice to the Selling Holders whose Registrable Securities are
included in the Registration Statement, and shall promptly terminate any suspension of sales it has
put into effect and shall take such other reasonable actions to permit registered sales of
Registrable Securities as contemplated in this Agreement.



     Section 2.04 Underwritten Offerings.



     General Procedures. In the event that one or more Holders elects to dispose of at
least 500,000 Registrable Securities under the Registration Statement pursuant to an Underwritten
Offering, the Partnership shall, upon request by such Holders, retain underwriters in order to
permit such Holders to effect such sale though an Underwritten Offering. In connection with any
Underwritten Offering under this Agreement, the holders of a majority of the Registrable Securities
being disposed of pursuant to the Underwritten Offering shall be entitled to select the Managing
Underwriter or Underwriters for such Underwritten Offering, subject to the reasonable consent of
the Partnership. In connection with an Underwritten Offering contemplated by this Agreement in
which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to
enter into an underwriting agreement that contains such representations, covenants, indemnities and
other rights and obligations as are customary in underwriting agreements for firm commitment
offerings of securities. No Selling Holder may participate in such Underwritten Offering unless
such Selling Holder agrees to sell its Registrable Securities on the basis provided in such
underwriting agreement and completes and executes all questionnaires, powers of attorney,
indemnities and other documents reasonably required under the terms of such underwriting agreement.
Each Selling Holder may, at its option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Partnership to and for the benefit of
such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the
conditions precedent to the obligations of such underwriters under such underwriting agreement also
be conditions precedent to its obligations. No Selling Holder shall be required to make any
representations or warranties to or agreements with the Partnership or the underwriters other than
representations, warranties or agreements
regarding such Selling Holder, its authority to enter into such underwriting agreement and to
sell, and its ownership of, the securities being registered on its behalf, its intended method of
distribution and any other representation required by Law. If any Selling Holder disapproves of
the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the
Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up
to and including the time of pricing of such Underwritten Offering. No such withdrawal or
abandonment shall affect the Partnership’s obligation to pay Registration Expenses.



6









 





     Section 2.05 Sale Procedures. In connection with its obligations under this
Article II, the Partnership will, as expeditiously as possible:



     (a) prepare and file with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective for the Effectiveness Period and as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities covered by the Registration Statement;



     (b) if a prospectus supplement will be used in connection with the marketing of an
Underwritten Offering from the Registration Statement and the Managing Underwriter at any time
shall notify the Partnership in writing that, in the sole judgment of such Managing Underwriter,
inclusion of detailed information to be used in such prospectus supplement is of material
importance to the success of the Underwritten Offering of such Registrable Securities, the
Partnership shall use its commercially reasonable efforts to include such information in such
prospectus supplement;



     (c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Registration Statement or any other registration statement contemplated by this
Agreement or any supplement or amendment thereto copies of reasonably complete drafts of all such
documents proposed to be filed (including exhibits and each document incorporated by reference
therein to the extent then required by the rules and regulations of the Commission), and provide
each such Selling Holder the opportunity to object to any information pertaining to such Selling
Holder and its plan of distribution that is contained therein and make the corrections reasonably
requested by such Selling Holder with respect to such information prior to filing the Registration
Statement or such other registration statement or supplement or amendment thereto, and (ii) such
number of copies of the Registration Statement or such other registration statement and the
prospectus included therein and any supplements and amendments thereto as such Selling Holder may
reasonably request in order to facilitate the public sale or other disposition of the Registrable
Securities covered by such Registration Statement or other registration statement;



     (d) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Registration Statement or any other registration statement
contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the
Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall
reasonably request; provided, however, that the Partnership will not be required to qualify
generally to transact business in any jurisdiction where it is not then required to so qualify
or to take any action that would subject it to general service of process in any such jurisdiction
where it is not then so subject;



     (e) promptly notify each Selling Holder, at any time when a prospectus relating thereto is
required to be delivered by any of them under the Securities Act, of (i) the filing of the
Registration Statement or any other registration statement contemplated by this Agreement or any
prospectus or prospectus supplement to be used in connection therewith, or any amendment or
supplement thereto, and, with respect to such Registration Statement or any other registration
statement or any post-effective amendment thereto, when the same has become effective; and (ii) the
receipt of any written comments from the Commission with respect to any filing referred to



7









 







in clause (i) of this Section 2.05(e) and any written request by the Commission for
amendments or supplements to the Registration Statement or any other registration statement or any
prospectus or prospectus supplement thereto;



     (f) immediately notify each Selling Holder, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of (i) the happening of any event as a result of
which the prospectus or prospectus supplement contained in the Registration Statement or any other
registration statement contemplated by this Agreement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of any prospectus contained
therein, in the light of the circumstances under which a statement is made); (ii) the issuance or
threat of issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or any other registration statement contemplated by this Agreement, or the
initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any
notification with respect to the suspension of the qualification of any Registrable Securities for
sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision
of such notice, the Partnership agrees to as promptly as practicable amend or supplement the
prospectus or prospectus supplement or take other appropriate action so that the prospectus or
prospectus supplement does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing and to take such other commercially
reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings
related thereto;



     (g) subject to appropriate confidentiality obligations, furnish to each Selling Holder copies
of any and all transmittal letters or other correspondence with the Commission or any other
governmental agency or self-regulatory body or other body having jurisdiction (including any
domestic or foreign securities exchange) relating to such offering of Registrable Securities;



     (h) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel
for the Partnership dated the date of the closing under the underwriting agreement, and (ii) a
“cold comfort” letter, dated the pricing date of such Underwritten Offering and a letter of like
kind dated the date of the closing under the underwriting agreement, in each case, signed by the
independent public accountants who have certified the Partnership’s financial statements included
or incorporated by reference into the applicable registration statement, and each of the opinion
and the “cold comfort” letter shall be in customary form and covering substantially the
same matters with respect to such registration statement (and the prospectus and any
prospectus supplement included therein) as have been customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of
securities by the Partnership and such other matters as such underwriters and Selling Holders may
reasonably request;



     (i) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;



8









 





     (j) make available to the appropriate representatives of the Managing Underwriter and Selling
Holders access to such information and Partnership personnel as is reasonable and customary to
enable such parties to establish a due diligence defense under the Securities Act provided, that
the Partnership need not disclose any non-public information to any such representative unless and
until such representative has entered into a confidentiality agreement with the Partnership;



     (k) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange or nationally recognized quotation system on which similar securities
issued by the Partnership are then listed;



     (l) use its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Partnership to enable the Selling Holders to
consummate the disposition of such Registrable Securities;



     (m) in connection with any Underwritten Offering provided for hereunder, participate in “road
shows” and other marketing efforts as reasonably requested by the Selling Holders; provided the
Partnership shall not be required to participate in more than two road shows or similar marketing
efforts in any 12-month period;



     (n) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement; and



     (o) enter into customary agreements and take such other actions as are reasonably requested by
the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition
of such Registrable Securities.



     Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event
of the kind described in subsection (f) of this Section 2.05, shall forthwith
discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus
supplement until such Selling Holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by subsection (f) of this Section 2.05 or until it is
advised in writing by the Partnership that the use of the prospectus may be resumed and has
received copies of any additional or supplemental filings incorporated by reference in the
prospectus, and, if so directed by the Partnership, such Selling Holder will, or will request the
managing underwriter or underwriters, if any, to deliver to the Partnership (at the Partnership’s
expense) all copies in their
possession or control, other than permanent file copies then in such Selling Holder’s
possession, of the prospectus covering such Registrable Securities current at the time of receipt
of such notice.



     Section 2.06 Cooperation by Holders. The Partnership shall have no obligation to
include Registrable Securities of a Holder in the Registration Statement or in an Underwritten
Offering pursuant to Section 2.02(a) who has failed to timely furnish such information
concerning such Holder that the Partnership determines, after consultation with its counsel, is
reasonably required in order for the registration statement or prospectus supplement, as
applicable, to comply with the Securities Act.



9









 





     Section 2.07 Restrictions on Public Sale by Holders of Registrable Securities. For so
long as Registrable Securities in the aggregate represent more than 5% of the outstanding LP Units
of the Partnership, each Holder of Registrable Securities agrees to enter into a customary letter
agreement with underwriters providing such Holder will not effect any public sale or distribution
of the Registrable Securities during the 60 calendar day period beginning on the date of a
prospectus or prospectus supplement filed with the Commission with respect to the pricing of an
Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no
longer than the duration of the shortest restriction generally imposed by the underwriters on the
Partnership or the officers, directors or any other unitholder of the Partnership on whom a
restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not
apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.
Notwithstanding the foregoing, nothing in this Section 2.07 shall restrict the ability of
any Holder from disposing of its Registrable Securities pursuant to a Rule 10b5-1 plan.



     Section 2.08 Expenses.



     (a) Expenses. The Partnership will pay all Registration Expenses, including, in the
case of an Underwritten Offering, whether or not any sale is made pursuant to such Underwritten
Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection
with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided
in Section 2.08(b) and Section 2.09 hereof, the Partnership shall not be
responsible for legal fees incurred by Holders in connection with the exercise of such Holders’
rights hereunder.



     (b) Certain Definitions. “Registration Expenses” means all expenses incident
to the Partnership’s performance under or compliance with this Agreement to effect the registration
of Registrable Securities on the Registration Statement pursuant to Section 2.01 or an
Underwritten Offering covered under this Agreement, and the disposition of such Registrable
Securities, including, without limitation, all registration, filing, securities exchange listing
and NYSE fees, all registration, filing, qualification and other fees and expenses of complying
with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees and
expenses of one law firm to represent the Selling Holders in connection with each Underwritten
Offering, fees of transfer agents and registrars, all word processing, duplicating and printing
expenses, any transfer taxes and the fees and disbursements of counsel and independent public
accountants for
the Partnership, including the expenses of any special audits or “cold comfort” letters
required by or incident to such performance and compliance. “Selling Expenses” means all
underwriting fees, discounts and selling commissions or similar fees or arrangements allocable to
the sale of the Registrable Securities.



     Section 2.09 Indemnification.



     (a) By the Partnership. In the event of a registration of any Registrable Securities
under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold
harmless each Selling Holder thereunder, its directors, officers, employees and agents and each
Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the
Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling
Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities
(including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or
several, to which such



10









 







Selling Holder Indemnified Person may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact (in the case of any prospectus, in light of the
circumstances under which such statement is made) contained in the Registration Statement or any
other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus
supplement, free writing prospectus or final prospectus contained therein, or any amendment or
supplement thereof, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
(in the case of a prospectus, in light of the circumstances under which they were made) not
misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such Loss or
actions or proceedings; provided, however, that the Partnership will not be liable in any such case
if and to the extent that any such Loss arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity with information
furnished by such Selling Holder Indemnified Person in writing specifically for use in the
Registration Statement or such other registration statement, or prospectus supplement, as
applicable, it being understood that a Selling Holder will only be required to furnish information
regarding its legal name, address, the number of securities being registered on its behalf and such
other information as may be required by Law. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and
shall survive the transfer of such securities by such Selling Holder.



     (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless the Partnership, the General Partner, its directors, officers,
employees and agents and each Person, if any, who controls the Partnership within the meaning of
the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to
the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only
with respect to information regarding such Selling Holder furnished in writing by or on behalf of
such Selling Holder expressly for inclusion in the Registration Statement or any other registration
statement contemplated by this Agreement, any preliminary prospectus, prospectus
supplement, free writing prospectus or final prospectus contained therein, or any amendment or
supplement thereof; provided, however, that the liability of each Selling Holder shall not be
greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by
such Selling Holder from the sale of the Registrable Securities giving rise to such
indemnification.



     (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability that
it may have to any indemnified party other than under this Section 2.09. In any action
brought against any indemnified party, it shall notify the indemnifying party of the commencement
thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party shall not be



11









 







liable
to such indemnified party under this Section 2.09 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both the indemnified party
and the indemnifying party and counsel to the indemnified party shall have concluded that there may
be reasonable defenses available to the indemnified party that are different from or additional to
those available to the indemnifying party, or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, then the indemnified party
shall have the right to select a separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be reimbursed by the
indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no
indemnified party shall settle any action brought against it with respect to which such indemnified
party is entitled to indemnification hereunder without the consent of the indemnifying party,
unless the settlement thereof imposes no liability or obligation on, and includes a complete and
unconditional release from all liability of, the indemnifying party.



     (d) Contribution. If the indemnification provided for in this Section 2.09 is
held by a court or government agency of competent jurisdiction to be unavailable to any indemnified
party, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such Loss in such
proportion as is appropriate to reflect the relative fault of the indemnifying party on the one
hand and of such indemnified party on the other in connection with the statements or omissions that
resulted in such Losses, as well as any other relevant equitable considerations; provided, however,
that in no event shall such Selling Holder be required to contribute an aggregate amount in excess
of the lesser of (A) the amount which such Selling Holder would have been obligated to pay under
Section 2.09(b) if such indemnity was available to the indemnified party and (B) the dollar amount
of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable
Securities giving rise to such indemnification. The relative fault of the indemnifying party on
the one hand and the indemnified party on the other shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact has been made by,
or relates to, information supplied by such party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The
parties hereto agree that it would not be just and equitable if contributions pursuant to this
paragraph were to be determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to herein. The amount paid by an
indemnified party as a result of the Losses referred to in the first sentence of this paragraph
shall be deemed to include any legal and other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any Loss that is the subject of this paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who is not guilty of such
fraudulent misrepresentation.



12









 





     (e) Other Indemnification. The provisions of this Section 2.09 shall be in
addition to any other rights to indemnification or contribution that an indemnified party may have
pursuant to law, equity, contract or otherwise.



     Section 2.10 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the Registrable
Securities to the public without registration, the Partnership agrees to use its commercially
reasonable efforts to:



     (a) make and keep public information regarding the Partnership available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from and after the date
hereof;



     (b) file with the Commission in a timely manner all reports and other documents required of
the Partnership under the Securities Act and the Exchange Act at all times from and after the date
hereof; and



     (c) so long as a Holder owns any Registrable Securities, furnish, unless otherwise available
via EDGAR, to such Holder forthwith a copy of the most recent annual or quarterly report of the
Partnership, and such other reports and documents so filed as such Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing such Holder to sell any such
securities without registration.



     Section 2.11 Transfer or Assignment of Registration Rights. The rights to cause the
Partnership to register Registrable Securities granted to the Investors by the Partnership under
this Article II may be not transferred or assigned by any Investor except to the members
(as of the date hereof) of Holdings Unitholder and provided that (a) the Partnership is given
written notice prior to any said transfer or assignment, stating the name and address of each such
transferee and identifying the securities with respect to which such registration rights are being
transferred or assigned, and (b) each such transferee assumes in writing responsibility for its
portion of the obligations of such Investor under this Agreement. Nothing in this Section 2.11
shall prevent Holdings Unitholder from transferring or assigning its
rights under this Agreement to ArcLight Capital Partners, LLC, Kelso & Company or their
Affiliates.



ARTICLE III

MISCELLANEOUS



     Section 3.01 Communications. All notices and other communications provided for or
permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or
personal delivery:



     (a) if to an Investor:


ArcLight Capital Partners, LLC

Attn: John A. Tisdale

200 Clarendon Street, 55th Floor

John Hancock Tower

Boston, MA 02117




13









 







Fax: (617) 867-4698



and



Kelso & Company

Attn: Jim Connors

320 Park Ave., 24th Floor

New York, New York. 10022

Fax: (212) 223-2379



and



BGH GP Holdings, LLC

C/o ArcLight Capital Partners, LLC

Attn: John A. Tisdale

200 Clarendon Street, 55th Floor

John Hancock Tower

Boston, MA 02117

Fax: (617) 867-4698



with a copy to:



Latham & Watkins LLP



Attn: William N. Finnegan IV, Esq.

          Sean T. Wheeler, Esq.

717 Texas Avenue, Suite 1600

Houston, Texas 77002

Fax: (713) 546-5401




     (b) if to a transferee of an Investor, to such Holder at the address provided pursuant to
Section 2.11 above; and


If to Partners, to:



Buckeye Partners, L.P.

One Greenway Plaza, Suite 600

Houston, TX 77046

Attention: General Counsel



With copies to:



Buckeye Partners, L.P.

One Greenway Plaza, Suite 600

Houston, TX 77046

Attention: Chairman of the Audit Committee




14









 







and



Prickett, Jones & Elliott, P.A.

1310 King Street

Wilmington, DE 19801

Tel: 302.888.6500

Fax: 302.658.8111

Attention: John H. Small, Esq.



and



Vinson & Elkins L.L.P.

666 Fifth Avenue, 26th Floor

New York, NY 10103

Tel: 212.237.0000

Attention: Michael J. Swidler, Esq.




     All such notices and communications shall be deemed to have been received at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
sent via Internet electronic mail; and when actually received, if sent by courier service or any
other means.



     Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein.



     Section 3.03 Assignment of Rights. All or any portion of the rights and obligations of any Investor under this Agreement may
be transferred or assigned by such Investor only in accordance with Section 2.11 hereof.



     Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Units. The provisions of
this Agreement shall apply to the full extent set forth herein with respect to any and all units of
the Partnership or any successor or assign of the Partnership (whether by merger, consolidation,
sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution
of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits,
recapitalizations, pro rata distributions of units and the like occurring after the date of this
Agreement.



     Section 3.05 Aggregation of Registrable Securities. All Registrable Securities held
or acquired by Persons who are Affiliates of one another shall be aggregated together for the
purpose of determining the availability of any rights and applicability of any obligations under
this Agreement.



     Section 3.06 Specific Performance. Damages in the event of breach of this Agreement
by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed
that each such Person, in addition to and without limiting any other remedy or right it may have,
will have the right to an injunction or other equitable relief in any court of competent
jurisdiction,



15









 







enjoining any such breach, and enforcing specifically the terms and provisions
hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground
of lack of jurisdiction or competence of the court to grant such an injunction or other equitable
relief. The existence of this right will not preclude any such Person from pursuing any other
rights and remedies at law or in equity that such Person may have.



     Section 3.07 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.



     Section 3.08 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



     Section 3.09 Governing Law. THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH, AND
GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.



     Section 3.10 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or affecting or impairing the
validity or enforceability of such provision in any other jurisdiction.



     Section 3.11 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the rights granted by the Partnership set forth herein.
This Agreement supersedes all prior agreements and understandings between the parties with respect
to such subject matter.



     Section 3.12 Amendment. This Agreement may be amended only by means of a written
amendment signed by the Partnership and the Holders of a majority of the then outstanding
Registrable Securities; provided, however, that no such amendment shall materially and adversely
affect the rights of any Holder hereunder without the consent of such Holder.



     Section 3.13 No Presumption. If any claim is made by a party relating to any
conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion
shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a
particular party or its counsel.



     Section 3.14 Obligations Limited to Parties to Agreement. Each of the Parties hereto
covenants, agrees and acknowledges that no Person other than the Investors (and their permitted
assignees) and the Partnership shall have any obligation hereunder and that, notwithstanding that
one or more of the Investors may be a corporation, partnership or limited liability company, no
recourse under this Agreement or under any documents or instruments delivered in connection
herewith or therewith shall be had against any former, current or future director, officer,



16









 







employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of
the Investors or any former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the
enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any
applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever
shall attach to, be imposed on or otherwise by incurred by any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of
any of the Investors or any former, current or future director, officer, employee, agent, general
or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for
any obligations of the Investors under this Agreement or any documents or instruments delivered in
connection herewith or therewith or for any claim based on, in respect of or by reason of such
obligation or its creation, except in each case for any assignee of a Investor hereunder.



     Section 3.15 Interpretation. Article and Section references to this Agreement, unless
otherwise specified. All references to instruments, documents, contracts and agreements are
references to such instruments, documents, contracts and agreements as the same may be amended,
supplemented and otherwise modified from time to time, unless otherwise specified. The word
“including” shall mean “including but not limited to.” Whenever any determination, consent or
approval is to be made or given by an Investor under this Agreement, such action shall be in such
Investor’s sole discretion unless otherwise specified.



[Signature pages to follow]



17









 





     IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first
above written.



	 	 	 	 	 	 
	 	BUCKEYE PARTNERS, L.P.

 	 
	 	By:  	Buckeye GP LLC, its General Partner
 
	 	 	 	 
	 	 	By:  	                                                   /s/  Keith E. St.Clair
 	 
	 	 	 	Name:  	Keith E. St.Clair 	 
	 	 	 	Title:  	Senior Vice President and Chief
Financial Officer 	 
	 



[Signature Page to Registration Rights Agreement]



 









 





	 	 	 	 	 
	 	BGH GP HOLDINGS, LLC

 	 
	 	By:  	/s/ Frank Loverro
 	 
	 	 	Name:  	Frank Loverro 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Registration Rights Agreement]



 









 





	 	 	 	 	 	 	 
	 	ARCLIGHT ENERGY PARTNERS FUND III, L.P.

 
	 	By:  	ArcLight PEF GP III, LLC, 
	 	 	 	Its General Partner
 
	 	 	 	 	 
	 	 	By:  	                                                ArcLight Capital Holdings, LLC
 Its Manager
 	 
	 	 	 	 	 
	 	 	 	By:  	                      /s/ Daniel R. Revers 
	 	 	 	 	Name:  	Daniel R. Revers 	 
	 	 	 	 	Title:  	Manager 	 
	 



	 	 	 	 	 	 	 
	 	ARCLIGHT ENERGY PARTNERS FUND IV, L.P.

 
	 	By:  	ArcLight PEF GP IV, LLC,
      Its General Partner
 
	 	 	 
	 	 	By:  	
ArcLight Capital Holdings, LLC
 Its Manager
 
	 	 	 
	 	 	 	By:  	                      /s/ Daniel R. Revers
 	 
	 	 	 	 	Name:  	Daniel R. Revers 	 
	 	 	 	 	Title:  	Manager 	 
	 



[Signature Page to Registration Rights Agreement]



 









 





	 	 	 	 	 	 	 
	 	KELSO INVESTMENT ASSOCIATES VII, L.P.

 	 
	 	By:  	Kelso GP VII, L.P. , its general partner
 	 
	 	 	 
	 	 	By:  	                                               Kelso GP VII, LLC, its general partner
 	 
	 	 	 
	 	 	 	By:  	                    /s/ Christopher L. Collins
 	 
	 	 	 	 	Name:  	Christopher L. Collins 	 
	 	 	 	 	Title:  	Managing Member 	 
	 



	 	 	 	 	 
	 	KEP VI, LLC

 	 
	 	By:  	/s/ Christopher L. Collins
 	 
	 	 	Name:  	Christopher L. Collins 	 
	 	 	Title:  	Managing Member 	 
	 



[Signature Page to Registration Rights Agreement]