**Exhibit 10.9**

SUPPLEMENT TOPLEDGE AGREEMENT - ADDITIONAL PLEDGOR

THIS SUPPLEMENT TOPLEDGE AGREEMENT - ADDITIONAL PLEDGOR (this “Supplement”), dated as ofSeptember 15, 2006, is executed by BUCKEYE GP HOLDINGS L.P.,  a limited partnership formed under the lawsof the State of Delaware (the “Borrower”), in favor of SUNTRUST BANK, aGeorgia banking corporation, as Administrative Agent (the “AdministrativeAgent”), on its behalf and on behalf of the other banks and lendinginstitutions (the “Lenders”) from time to time party to the CreditAgreement****dated as of August 9, 2006, by andamong the Borrower, the Lenders, the Administrative Agent, and SunTrust Bank asIssuing Bank (as amended, restated, supplemented, or otherwise modified fromtime to time, the “Credit Agreement”). Terms used herein but not defined herein shall have the meaning definedfor those terms in the Pledge Agreement (as defined below).

W I T N E S S E TH:

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 “PledgeAgreement”), pursuant to which the Pledgor has pledged membership interests****to the Administrative Agent, for itself and the benefit ofthe Secured Parties;

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

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

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

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

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

----

## (ii)           to the extentapplicable, all of Pledgor’s rights, title and interests pursuant to thePledged Membership Interests whether now owned or hereafter acquired, includingall of Pledgor’s rights, title and interests in, to and under such LLC’slimited liability company agreement, operating agreement, and any otherorganizational documents (as such agreements have heretofore been and mayhereafter be amended, restated, supplemented or otherwise modified from time totime, collectively, the “LLC Agreement”), including the right to votewith respect to and to manage and administer the business of such LLC, togetherwith all other rights, interests, claims and other property of Pledgor in anymanner arising out of or relating to its membership interests in such LLC,whatever their respective kind or character, whether they are tangible orintangible property, and wheresoever they may exist or be located, and furtherincluding, without limitation, (1) all rights of Pledgor to receivedistributions of any kind, in cash or otherwise, due or to become due under orpursuant to each such LLC Agreement or otherwise in respect of such LLC, (2)all rights of Pledgor to receive proceeds of any insurance, indemnity, warrantyor guaranty with respect to each such LLC, (3) all claims of Pledgor fordamages arising out of, or for the breach of, or for a default under, each suchLLC Agreement, (4) any certificated or uncertificated security evidencing anyof the foregoing issued by such LLC to Pledgor, (5) any interest of Pledgor inthe entries on the books of any financial intermediary pertaining to Pledgor’sinterest as a member in the LLC and (6) to the extent not included in theforegoing, all proceeds of any and all of the foregoing; and

## (iii)          any additional membershipinterests in such LLC from time to time acquired by Pledgor in any manner(which membership interests shall be deemed to be part of the PledgedMembership Interests), and any certificates representing such additionalmembership 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 allof such membership interests.

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

**SECTION 2**.  Joinder.  Borrower by its signature below becomes aPledgor under the Pledge Agreement with the same force and effect as iforiginally named therein as a Pledgor and the Borrower hereby (i) agreesto all the terms and provisions of the Pledge Agreement applicable to it asPledgor thereunder and (ii) represents and warrants that therepresentations and warranties made by it as a Pledgor thereunder are true andcorrect on and as of the date hereof.  Eachreference to a Pledgor in the Pledge Agreement shall be deemed to include theBorrower.  The Pledge Agreement is herebyincorporated herein by reference.

**SECTION 3**.  Representationsand Warranties.  The Borrowerrepresents and warrants to the Administrative Agent and the Secured Partiesthat this Supplement has been duly authorized, executed and delivered by it andthat each of this Supplement and the Pledge Agreement constitutes its legal,valid and binding obligation, enforceable against it in accordance with itsterms.

----

**SECTION 4**.  Binding Effect.  This Supplement shall be­come effective whenit shall have been executed by the Borrower and thereafter shall be bindingupon the Borrower and shall inure to the benefit of the Administrative Agentand the Secured Parties.  Upon theeffective­ness of this Supplement, this Supplement shall be deemed to be a partof and shall be subject to all the terms and conditions of  the Pledge Agreement.  The Borrower shall not have the right to as­signits rights hereun­der or any interest herein without the prior written consentof the Lenders.

**SECTION 5**.  Governing Law.  THIS SUPPLEMENT AND THE RIGHTS ANDOBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH ANDGOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLESTHEREOF) OF THE STATE OF NEW YORK.

**SECTION 6**.  Execution in Counterparts.  This Supple­ment may be executed in anynumber of counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the sameagreement.

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

**IN WITNESS WHEREOF**, the Borrower has duly executed thisSupplement 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 ItoSUPPLEMENT 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                                                                                         | %          |

 

----