Exhibit 10.9


SUPPLEMENT TO
PLEDGE AGREEMENT - ADDITIONAL PLEDGOR


THIS SUPPLEMENT TO
PLEDGE AGREEMENT - ADDITIONAL PLEDGOR (this “Supplement”), dated as of
September 15, 2006, is executed by BUCKEYE GP HOLDINGS L.P.,  a limited partnership formed under the laws
of the State of Delaware (the “Borrower”), in favor of SUNTRUST BANK, a
Georgia banking corporation, as Administrative Agent (the “Administrative
Agent”), on its behalf and on behalf of the other banks and lending
institutions (the “Lenders”) from time to time party to the Credit
Agreement dated as of August 9, 2006, by and
among the Borrower, the Lenders, the Administrative Agent, and SunTrust Bank as
Issuing Bank (as amended, restated, supplemented, or otherwise modified from
time to time, the “Credit Agreement”). 
Terms used herein but not defined herein shall have the meaning defined
for those terms in the Pledge Agreement (as defined below).


W I T N E S S E T
H:


WHEREAS,
MainLine Sub LLC (the “Pledgor”) executed that certain Pledge Agreement,
dated as of August 9, 2006, in favor of the Administrative Agent (as amended,
restated, supplemented or otherwise modified from time to time, the “Pledge
Agreement”), pursuant to which the Pledgor has pledged membership interests to the Administrative Agent, for itself and the benefit of
the Secured Parties;


WHEREAS,
the Pledgor merged into the Borrower, and at the request of the Administrative
Agent and Lenders, Borrower is entering into this Supplement to acknowledge
that it takes ownership of all collateral subject to the Pledge Agreement;


NOW, THEREFORE, in
consideration of the premises the Borrower hereby agrees as follows:


SECTION 1.  Pledge.   As security for the payment and performance
of the Secured Obligations, the Borrower hereby:


(a)       pledges, hypothecates, assigns, charges,
mortgages, delivers, sets over, conveys and transfers to the Administrative
Agent, for the benefit of the Secured Parties, and grants to the Administrative
Agent, for the ben­efit of the Secured Parties, a security inter­est in all of
Borrower’s right, title and interest in and to:


(i)            the membership interests of the
limited liability company (the “LLC”) more particularly described in Schedule I
hereto and the certificates, if any, evidencing such membership interests (the “Pledged
Membership Interests”) and all cash, instruments and other property from
time to time received, receivable or otherwise distributed in exchange for any
and all of such Pledged Membership Interests except as expressly provided for
in Section 8 of the Pledge Agreement;









 



(ii)           to the extent
applicable, all of Pledgor’s rights, title and interests pursuant to the
Pledged Membership Interests whether now owned or hereafter acquired, including
all of Pledgor’s rights, title and interests in, to and under such LLC’s
limited liability company agreement, operating agreement, and any other
organizational documents (as such agreements have heretofore been and may
hereafter be amended, restated, supplemented or otherwise modified from time to
time, collectively, the “LLC Agreement”), including the right to vote
with respect to and to manage and administer the business of such LLC, together
with all other rights, interests, claims and other property of Pledgor in any
manner arising out of or relating to its membership interests in such LLC,
whatever their respective kind or character, whether they are tangible or
intangible property, and wheresoever they may exist or be located, and further
including, without limitation, (1) all rights of Pledgor to receive
distributions of any kind, in cash or otherwise, due or to become due under or
pursuant to each such LLC Agreement or otherwise in respect of such LLC, (2)
all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty
or guaranty with respect to each such LLC, (3) all claims of Pledgor for
damages arising out of, or for the breach of, or for a default under, each such
LLC Agreement, (4) any certificated or uncertificated security evidencing any
of the foregoing issued by such LLC to Pledgor, (5) any interest of Pledgor in
the entries on the books of any financial intermediary pertaining to Pledgor’s
interest as a member in the LLC and (6) to the extent not included in the
foregoing, all proceeds of any and all of the foregoing; and


(iii)          any additional membership
interests in such LLC from time to time acquired by Pledgor in any manner
(which membership interests shall be deemed to be part of the Pledged
Membership Interests), and any certificates representing such additional
membership interests, if any, and all dividends, distributions, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such membership interests.


(b)           de­livers to the
Administrative Agent, for the ben­efit of the Secured Parties, all of Borrower’s
right, title and interest in and to the certificates and instruments, if any,
evidencing the Pledged Collateral, ac­companied by instruments of transfer or
assign­ment, duly executed in blank.


SECTION 2.  Joinder.  Borrower by its signature below becomes a
Pledgor under the Pledge Agreement with the same force and effect as if
originally named therein as a Pledgor and the Borrower hereby (i) agrees
to all the terms and provisions of the Pledge Agreement applicable to it as
Pledgor thereunder and (ii) represents and warrants that the
representations and warranties made by it as a Pledgor thereunder are true and
correct on and as of the date hereof.  Each
reference to a Pledgor in the Pledge Agreement shall be deemed to include the
Borrower.  The Pledge Agreement is hereby
incorporated herein by reference.


SECTION 3.  Representations
and Warranties.  The Borrower
represents and warrants to the Administrative Agent and the Secured Parties
that this Supplement has been duly authorized, executed and delivered by it and
that each of this Supplement and the Pledge Agreement constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.









 



SECTION 4.  Binding Effect.  This Supplement shall be­come effective when
it shall have been executed by the Borrower and thereafter shall be binding
upon the Borrower and shall inure to the benefit of the Administrative Agent
and the Secured Parties.  Upon the
effective­ness of this Supplement, this Supplement shall be deemed to be a part
of and shall be subject to all the terms and conditions of  the Pledge Agreement.  The Borrower shall not have the right to as­sign
its rights hereun­der or any interest herein without the prior written consent
of the Lenders.


SECTION 5.  Governing Law.  THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF) OF THE STATE OF NEW YORK.


SECTION 6.  Execution in Counterparts.  This Supple­ment may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.


SECTION 7.  Notices
to Borrower.  All communications and
notices hereunder shall be in writing and given as provided in Section 21
of the Pledge Agreement.  All
communications and notices hereunder to the Borrower shall be given to it at
the address set forth under its signature below, with a copy to the Borrower.


IN WITNESS WHEREOF, the Borrower has duly executed this
Supplement to the Pledge Agreement as of the day and year first above written.


	
  

  	
  BUCKEYE GP HOLDINGS L.P.

  
	
   

  	
  By: MainLine
  Management LLC, its General

  Partner

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ ROBERT B. WALLACE

  	
   

  
	
   

  	
  Name: 

  	
  Robert B. Wallace

  	
   

  
	
   

  	
  Title: 

  	
  Senior Vice President -
  Finance

  	
   

  
	
   

  	
   

  	
  and Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5 Radnor Corporate Center

  
	
   

  	
  Suite 500

  
	
   

  	
  100 Matsonford Road

  
	
   

  	
  Radnor, PA 19087

  
	
   

  	
  Telecopier No.: 610/971-9296

  
	
   

  	
  Telephone No.: 610/254-4600

  
	
   

  	
  Attention: Senior Vice President, Finance

  
						



 









 



Schedule I

to

SUPPLEMENT TO PLEDGE AGREEMENT


	
  Name of LLC

  	
   

  	
  Place of

  Organization

  	
   

  	
  Pledgor’s

  Membership

  Interests

  	
   

  	
  Certificate

  No(s).

  	
   

  	
  Pledgor’s

  Percentage of

  Membership

  Interests

  Issued and

  Outstanding

  	
   

  
	
  Buckeye GP LLC

  	
   

  	
  Delaware

  	
   

  	
  100%
  of

  membership

  interest issued

  and

  outstanding

  	
   

  	
  0

  	
   

  	
  100

  	
  %