exv10w2






Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




BY AND AMONG



BUCKEYE PARTNERS, L.P.



AND



VOPAK BAHAMAS B.V.



 









 





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
	 	Registration	 	 	3	 
	Section 2.02
	 	Piggyback Rights	 	 	5	 
	Section 2.03
	 	Delay Rights	 	 	6	 
	Section 2.04
	 	Underwritten Offerings	 	 	8	 
	Section 2.05
	 	Sale Procedures	 	 	8	 
	Section 2.06
	 	Cooperation by Holders	 	 	11	 
	Section 2.07
	 	Restrictions on Public Sale by Holders of Registrable Securities	 	 	11	 
	Section 2.08
	 	Expenses	 	 	12	 
	Section 2.09
	 	Indemnification	 	 	12	 
	Section 2.10
	 	Rule 144 Reporting	 	 	15	 
	Section 2.11
	 	Transfer or Assignment of Registration Rights	 	 	15	 
	Section 2.12
	 	Limitation on Subsequent Registration Rights	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE III MISCELLANEOUS	 	 	15	 
	 
	 	 	 	 	 	 
	Section 3.01
	 	Communications	 	 	15	 
	Section 3.02
	 	Successor and Assigns	 	 	16	 
	Section 3.03
	 	Assignment of Rights	 	 	17	 
	Section 3.04
	 	Recapitalization, Exchanges, Etc. Affecting the Units	 	 	17	 
	Section 3.05
	 	Aggregation of Registrable Securities	 	 	17	 
	Section 3.06
	 	Specific Performance	 	 	17	 
	Section 3.07
	 	Counterparts	 	 	17	 
	Section 3.08
	 	Headings	 	 	17	 
	Section 3.09
	 	Governing Law	 	 	17	 
	Section 3.10
	 	Severability of Provisions	 	 	17	 
	Section 3.11
	 	Entire Agreement	 	 	17	 
	Section 3.12
	 	Amendment	 	 	18	 
	Section 3.13
	 	No Presumption	 	 	18	 
	Section 3.14
	 	Obligations Limited to Parties to Agreement	 	 	18	 
	Section 3.15
	 	Interpretation	 	 	18	 






 









 






REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
February 15, 2011, by and among Buckeye Partners, L.P., a Delaware limited partnership (the
“Partnership”), and Vopak Bahamas B.V.. a public company with limited liability
incorporated under the laws of the Netherlands (the “Investor”).



     WHEREAS, this Agreement is made in connection with the entry into the Unit Purchase Agreement,
dated on or prior to the date hereof, by and between the Partnership and the Investor (the
“Unit Purchase Agreement”); and



     WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in
this Agreement for the benefit of the Investor pursuant to the Unit Purchase Agreement.



     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 Unit Purchase Agreement. The terms set forth below are used
herein as so defined:



     “Affiliate” means, with respect to any Person, any other Person that directly or
indirectly through one or more intermediaries controls, is controlled by or is under common control
with, the Person in question. As used herein, the term “control” means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.



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



     “ArcLight/Kelso Registration Rights Agreement” means that certain Registration Rights
Agreement, by and among the Partnership, BGH GP Holdings, LLC, ArcLight Energy Partners Fund III,
L.P., ArcLight Energy Partners Fund IV, L.P., Kelso Investment Associates VII, L.P. and KEP VI,
LLC, dated as of June 10, 2010.



     “Class B Unit Price” means $57.04.



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



     “Consideration Units” has the meaning specified in the Unit Purchase Agreement.



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



1









 





     “Existing Registration Rights Agreements” means, collectively, (a) that certain
Registration Rights Agreement by and among the parties to the LP Unit Purchase Agreement, dated as
of December 18, 2010, (b) that certain Registration Rights Agreement by and among the parties to
the Class B Unit Purchase Agreement, dated as of December 18, 2010 and (c) the ArcLight/Kelso
Registration Rights Agreement.



     “General Partner” means Buckeye GP LLC, a Delaware limited liability company.



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



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



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



     “Liquidated Damages” has the meaning specified therefor in Section 2.01(b) of
this Agreement.



     “Liquidated Damages Multiplier” means the product of the LP Unit Price times the
number of Purchased Units issued to such Investor and that may not be disposed of without
restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the
Securities Act.



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



     “LP Unit Price” means $60.40, provided however, that if the Closing Date is after the
record date for the distribution to the Partnership’s holders of LP Units with respect to the
quarter ending December 31, 2010, the LP Unit Price shall be reduced by an amount equal to such per
unit distribution.



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



     “Opt-Out Notice” has the meaning specified therefor in Section 2.02(a) of this
Agreement.



     “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.



     “Person” means an individual or a corporation, limited liability company, partnership,
joint venture, trust, unincorporated organization, association, government agency or political
subdivision thereof or other entity.



     “Purchased Units” means the Consideration Units.



2









 





     “Registrable Securities” means (i) the Purchased Units to be acquired by the Investor
pursuant to the Unit Purchase Agreement, (ii) LP Units issued upon the conversion of the Class B
Units, (iii) Class B Units issued on the Class B Units as a distribution in kind in lieu of cash
distributions and (iv) any LP Units issued as Liquidated Damages pursuant to Section
2.01(b) of this Agreement.



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



     “Registration Statement” has the meaning specified therefor in Section 2.01(a)
of this Agreement.



     “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 therefor in Section
2.09(a) of this Agreement.



     “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.



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



     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 Affiliates; (d) when such Registrable Security has been sold or disposed of 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 or (e) one year following
their issuance as LP Units, including the issuance of LP Units as Liquidated Damages and the
issuance of LP Units upon conversion of Class B Units.



ARTICLE II

REGISTRATION RIGHTS




     Section 2.01 Registration.



     (a) Effectiveness Deadline. Following the date hereof, but no later than fifteen (15)
days following the Closing Date, the Partnership shall prepare and file a registration statement



3









 




(the “Registration Statement”) under the Securities Act with respect to all of the
Registrable Securities. The Registration Statement filed pursuant to this Section 2.01(a)
shall be on such appropriate registration form of the Commission as shall be selected by the
Partnership. The Partnership shall use its commercially reasonable efforts to cause the
Registration Statement to become effective on or as soon as practicable after the Closing Date. 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(a) 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 (in the case of any prospectus contained in such Registration
Statement, in the light of the circumstances under which a 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 Holders with written
notice of the effectiveness of the Registration Statement.




     (b) Failure to Go Effective. If the Registration Statement required by Section
2.01(a) is not declared effective within one hundred eighty (180) days after the Closing Date,
then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such
Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier
per thirty (30)-day period, that shall accrue daily, for the first sixty (60) days following the
180th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per thirty
(30)-day period, that shall accrue daily, for each subsequent thirty (30) days, up to a maximum of
1.00% of the Liquidated Damages Multiplier per thirty (30)-day period (the “Liquidated
Damages”); provided, however, the aggregate amount of Liquidated Damages payable by the
Partnership under this Agreement to each Holder shall not exceed 5.00% of the Liquidated Damages
Multiplier with respect to such Holder. The Liquidated Damages payable pursuant to the immediately
preceding sentence shall be payable within ten (10) Business Days after the end of each such thirty
(30)-day period. Any Liquidated Damages shall be paid to each Holder in immediately available
funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages
in cash because such payment would result in a breach under a credit facility or other debt
instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance
of additional LP Units. Upon any issuance of LP Units as Liquidated Damages, the Partnership shall
promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness
adding such LP Units to such Registration Statement as additional Registrable Securities and (ii)
prepare and file a supplemental listing application with the NYSE to list such additional LP Units.
The determination of the number of LP Units to be issued as Liquidated Damages shall be equal to
the amount of Liquidated Damages divided by the volume-weighted average closing price of the LP
Units on the NYSE for the ten (10) trading days immediately preceding the date on which the
Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The
payment of Liquidated Damages to a



4









 




Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii)
the Purchased Units of such Holder becoming eligible for resale without restriction under any
section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming
that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages
shall be prorated for any period of less than thirty (30) days in which the payment of Liquidated
Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective
within one hundred eighty (180) days after the Closing Date as a result of an acquisition, merger,
reorganization, disposition or other similar transaction, then the Partnership may request a waiver
of the Liquidated Damages, and each Holder may individually grant or withhold its consent
to such request in its discretion.




     Section 2.02 Piggyback Rights.



     (a) Participation. In the event those Registrable Securities that are LP Units may
not be disposed of without restriction pursuant to any section of Rule 144 (or any similar
provision then in effect) under the Securities Act, if the Partnership proposes to file (i) a shelf
registration statement other than the Registration Statement contemplated by Section
2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than
the Registration Statement contemplated by Section 2.01(a) 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 each 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 notice (including, but not
limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder
(together with its Affiliates) holding at least $10.0 million of the then-outstanding Registrable
Securities that are LP Units (based on the LP Unit Price) and such notice shall offer such Holders
the opportunity to include in such Underwritten Offering such number of Registrable Securities that
are LP Units (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 such Registrable Securities for sale for the benefit of the Holders will have
an adverse effect on the price, timing 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
or (B) if any Registrable Securities that are LP Units can be included in the Underwritten Offering
in the opinion of the Managing Underwriter, then the amount of such Registrable Securities to be
offered for the accounts of Holders shall be determined based on the provisions of Section
2.02(b). 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 then have two (2) Business Days (or one
(1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has
been delivered to request in writing the inclusion of those Registrable Securities that are LP
Units 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



5









 




and, (x) in the case of a determination not to undertake such 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 at or prior to the time of pricing of such Underwritten Offering. Any Holder may
deliver written notice (an “Opt-Out Notice”) to the Partnership requesting that such Holder
not receive notice from the Partnership of any proposed Underwritten Offering; provided, however,
that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an
Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required
to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall
no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this
Section 2.02(a).




     (b) Priority. If the Managing Underwriter or Underwriters of any proposed
Underwritten Offering 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 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 those Registrable Securities
that are LP Units 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, if applicable, to those holders of Parity Securities who initiated the
Underwritten Offering pursuant to rights granted such holders under the ArcLight/Kelso Registration
Rights Agreement and (ii) second, pro rata among the Selling Holders who have requested
participation in such Underwritten Offering and, except as provided in clause (i), any other holder
of securities of the Partnership having rights of registration that are neither expressly senior
nor subordinated to the Registrable Securities (the “Parity Securities”). As of the date
hereof, Parity Securities include securities of the Partnership covered by the Existing
Registration Rights Agreements. The pro rata allocations for each Selling Holder who has requested
participation in such Underwritten Offering shall be the product of (a) the aggregate number of
those Registrable Securities that are LP Units proposed to be sold in such Underwritten Offering
multiplied by (b) the fraction derived by dividing (x) the number of those Registrable Securities
that are LP Units owned on the Closing Date by such Selling Holder by (y) the aggregate number of
those Registrable Securities that are LP Units owned on the Closing Date by all Selling Holders
plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity
Securities that are participating in the Underwritten Offering.



     (c) Termination of Piggyback Registration Rights. Each Holder’s rights under
Section 2.02 shall terminate upon such Holder (together with its Affiliates) ceasing to
hold at least $10.0 million of those Registrable Securities that are LP Units (based on the LP Unit
Price). Each Holder shall notify the Partnership in writing when such Holder holds less than $10.0
million of those Registrable Securities that are LP Units (based on the LP Unit Price).



     Section 2.03 Delay Rights.



6









 





     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 contemplated by this
Agreement 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 or (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 Partnership, would materially adversely affect the
Partnership; 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 sixty (60) days in any one hundred eighty (180)-day period or
one hundred five (105) days in any three hundred sixty-five (365)-day period, in each case,
exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with
any Underwritten Offering. Upon disclosure of such information or the termination of the condition
described above, the Partnership shall provide prompt 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.



     If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under
the Registration Statement or other registration statement contemplated by this Agreement as a
result of a suspension pursuant to the immediately preceding paragraph in excess of the periods
permitted therein or (ii) the Registration Statement or other registration statement contemplated
by this Agreement is filed and declared effective but, during the Effectiveness Period, shall
thereafter cease to be effective or fail to be usable for its intended purpose without being
succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the
prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of
the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or
report is filed with the Commission, but not including any day on which a suspension is lifted or
such amendment, supplement or report is filed and declared effective, if applicable, the
Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the
earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the
sixty-first (61st) Business Day after the Registration Statement or other registration statement
contemplated by this Agreement ceased to be effective or failed to be useable for its intended
purposes, as liquidated damages and not as a penalty (for purposes of calculation Liquidated
Damages, the date in (x) or (y) above shall be deemed the “180th day,” as used in the definition of
Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the
date that notice that the suspension has been terminated is delivered to the Selling Holders.
Liquidated Damages pursuant to this paragraph shall cease upon the Purchased Units of such Holder
becoming eligible for resale without restriction under any section of Rule 144 (or any similar
provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate
of the Partnership, and any payment of Liquidated Damages



7









 




shall be prorated for any period of less than 30 days in which the payment of Liquidated
Damages ceases.




     Section 2.04 Underwritten Offerings.



     (a) General Procedures. In connection with any Underwritten Offering under this
Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters.
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.
The Partnership’s management may but shall not be required to participate in a roadshow or similar
marketing effort in connection with any Underwritten Offering.



     (b) No Demand Rights. Notwithstanding any other provision of this Agreement, no
Holder shall be entitled to any “demand” rights or similar rights that would require the
Partnership to effect an Underwritten Offering solely on behalf of the Holders.



     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



8









 




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, upon request, 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 in
clause (i) 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



9









 




contained therein, in the light of the circumstances under which a statement is made); (ii)
the issuance or express 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) upon request and 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;



     (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;



10









 





     (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) 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;



     (n) 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; and



     (o) if requested by a Selling Holder, (i) incorporate in a prospectus supplement or
post-effective amendment such information as such Selling Holder reasonably requests to be included
therein relating to the sale and distribution of Registrable Securities, including information with
respect to the number of Registrable Securities being offered or sold, the purchase price being
paid therefor and any other terms of the offering of the Registrable Securities to be sold in such
offering and (ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment.



     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 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.



     Section 2.07 Restrictions on Public Sale by Holders of Registrable Securities. 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 class of



11









 




Registrable Securities subject to the Underwritten Offering during the sixty (60) calendar day
period beginning on the date of a prospectus or prospectus supplement filed with the Commission
with respect to the pricing of any 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 Affiliate 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. In addition, this Section 2.07 shall not apply to
any Holder that is not entitled to participate in such Underwritten Offering, whether because such
Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering, because
such Holder holds less than $10.0 million of the then-outstanding Registrable Securities or because
the Registrable Securities held by such Holder may be disposed of without restriction pursuant to
any section of Rule 144 (or any similar provision then in effect) under the Securities Act.




     Section 2.08 Expenses.



     (a) Expenses. The Partnership will pay all reasonable Registration Expenses as
determined in good faith, 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 2.09 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(a) 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 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



12









 




reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several,
to which such 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. 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 liable
to such indemnified party under this Section 2.09 for any legal expenses subsequently



13









 




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 indemnifying party shall settle any action brought against any
indemnified party with respect to which such indemnified party is entitled to indemnification
hereunder without the consent of the indemnified party, unless the settlement thereof imposes no
liability or obligation on, and includes a complete and unconditional release from all liability
of, the indemnified 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 or is insufficient to hold them harmless in respect of any Losses, 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 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.



     (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.



14









 





     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 upon request 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 Investor by the Partnership under
this Article II may be transferred or assigned by the Investor to one or more transferees
or assignees of Registrable Securities; provided, however, that (a) unless the transferee or
assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of,
such Investor, the amount of Registrable Securities transferred or assigned to such transferee or
assignee shall represent at least $10.0 million of Registrable Securities (based on the LP Unit
Price or the Class B Unit Price, as applicable), (b) the Partnership is given written notice prior
to any said transfer or assignment, stating the name and address of each such transferee or
assignee and identifying the securities with respect to which such registration rights are being
transferred or assigned, and (c) each such transferee or assignee assumes in writing responsibility
for its portion of the obligations of such Investor under this Agreement.



     Section 2.12 Limitation on Subsequent Registration Rights. From and after the date
hereof, the Partnership shall not, without the prior written consent of the Holders of a majority
of the Registrable Securities, enter into any agreement with any current or future holder of any
securities of the Partnership that would allow such current or future holder to require the
Partnership to include securities in any registration statement filed by the Partnership on a basis
other than pari passu with, or expressly subordinate to the rights of, the Holders of Registrable
Securities hereunder.



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 the Investor:



15









 




Vopak Bahamas B.V.

Westerlaan 10, 3016 CK

P.O. Box 863

3000 AW Rotterdam

The Netherlands

Attention: Legal Department; Tjeerd Wassenaar

Facsimile: +31 10 411 2520



with a copy to:



Bracewell & Giuliani LLP

711 Louisiana St., Ste 2300

Houston, TX 77002

Attention: William D. Gutermuth

                  Facsimile: 713.221.2114




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



     (c) if to the Partnership:


Buckeye Partners, L.P.

One Greenway Plaza, Suite 600

Houston, TX 77046

Attention: General Counsel

Facsimile: 610.904.4006



with a copy to:



Vinson & Elkins L.L.P.

666 Fifth Avenue

26th Floor

New York, NY 10103

Attention: E. Ramey Layne

Facsimile: 212.237.0100




     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.



16









 





     Section 3.03 Assignment of Rights. All or any portion of the rights and obligations
of the 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, 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



17









 




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 Investor (and its permitted
transferees and assignees) and the Partnership shall have any obligation hereunder and that,
notwithstanding that the Investor 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,
employee, agent, general or limited partner, manager, member, stockholder or Affiliate of the
Investor 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 be incurred by any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of
the Investor 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 Investor 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 transferee or 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 the Investor under this Agreement, such action shall be in such
Investor’s sole discretion unless otherwise specified.



[Signature pages to follow]




18









 





     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
 	 
	 	 	Keith E. St.Clair 	 
	 	 	Senior Vice President and Chief Financial
Officer 	 
	 



Signature Page to Registration Rights Agreement











 









 








	 	 	 	 	 
	 	VOPAK BAHAMAS B.V.

 	 
	 	By:  	/s/ Tjeerd Wassenaar 	 
	 	 	Name:  	Tjeerd Wassenaar 	 
	 	 	Title:  	Managing Director	 
	 



Signature Page to Registration Rights Agreement