Exhibit
10.5




 





 


 


 


THIRD AMENDED AND RESTATED
MANAGEMENT AGREEMENT


 


Dated as of August 8, 2006


 


Between


 


BUCKEYE PIPE LINE COMPANY, L.P.


 


and


 


MAINLINE L.P.


 




 




















TABLE OF
CONTENTS


	
  Article I

  	
  Engagement of the Manager

  	
  3

  
	
   

  	
   

  	
   

  
	
  Article II

  	
  Powers and Duties of the Manager

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Powers of the Manager

  	
  5

  
	
  Section 2.2

  	
  Duties of the Manager

  	
  9

  
	
  Section 2.3

  	
  Outside Activities

  	
  13

  
	
   

  	
   

  	
   

  
	
  Article III

  	
  Liability of the Manager; Indemnification

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Liability of the Manager

  	
  15

  
	
  Section 3.2

  	
  Indemnification

  	
  16

  
	
   

  	
   

  	
   

  
	
  Article IV

  	
  Reimbursement

  	
  21

  
	
   

  	
   

  	
   

  
	
  Article V

  	
  No Interest Conveyed to the Manager

  	
  22

  
	
   

  	
   

  	
   

  
	
  Article VI

  	
  Termination; Successor Manager

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Termination

  	
  23

  
	
  Section 6.2

  	
  Successor Manager

  	
  23

  
	
   

  	
   

  	
   

  
	
  Article VII

  	
  Reports, Records and Access

  	
  24

  
	
   

  	
   

  	
   

  
	
  Article VIII

  	
  General Provisions

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Reliance by Third Parties

  	
  25

  
	
  Section 8.2

  	
  Address and Notices

  	
  26

  
	
  Section 8.3

  	
  Headings

  	
  26

  
	
  Section 8.4

  	
  Binding Effect

  	
  27

  
	
  Section 8.5

  	
  Integration

  	
  27

  
	
  Section 8.6

  	
  Waiver

  	
  27

  
	
  Section 8.7

  	
  Counterparts

  	
  28

  
	
  Section 8.8

  	
  Accounting Principles

  	
  28

  
	
  Section 8.9

  	
  Severability

  	
  29

  
	
  Section 8.10

  	
  Applicable Law

  	
  29

  
				



 



 i














 


THIRD
AMENDED AND RESTATED MANAGEMENT AGREEMENT


THIS THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT
(this “Agreement”), dated as of August 8, 2006, is entered into between BUCKEYE
PIPE LINE COMPANY, L.P., a Delaware limited partnership (the “Partnership”),
and MAINLINE L.P., a Delaware limited partnership (the “Manager”).


WITNESSETH:


WHEREAS, the Partnership was formed to engage in any
lawful activity for which limited partnerships may be organized under the laws
of the State of Delaware;


WHEREAS, the Partnership and Buckeye GP LLC entered
into an Amended and Restated Management Agreement dated as of December 15, 2004
(the “Prior Agreement”);


WHEREAS, Buckeye GP LLC assigned and transferred
certain assets and liabilities, including its interest in the Prior Agreement
and its general partner interest in the Partnership, to the Manager pursuant to
an Assignment and Assumption Agreement dated as of the date of this Agreement;
and


WHEREAS, the Partnership and the Manager desire to
amend and restate the Prior Agreement to confirm the Partnership’s engagement
of the Manager to manage, operate, direct and exercise full and exclusive
control over the business and affairs of the Partnership, and the Manager’s
acceptance of such appointment, in accordance with the terms and conditions
hereinafter set forth.


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


ARTICLE I


ENGAGEMENT
OF THE MANAGER


The Partnership hereby engages the Manager as the
Partnership’s managing agent, and the Manager accepts its engagement by the
Partnership, to manage, operate, direct and exercise full and exclusive control
over the business and affairs of the Partnership, subject to the restrictions
contained in this Agreement, the Amended and Restated Agreement of Limited
Partnership, dated as of August 8, 2006, between the Manager and the
Partnership (as amended from time to time, the “Partnership Agreement”), and
the Amended and Restated Agreement of Limited Partnership, dated as of August
8, 2006 (as amended from time to time, the “MLP Partnership Agreement”), of
Buckeye Partners, L.P., a Delaware limited partnership (the “MLP”).  Individual members of the group consisting of
the MLP and its consolidated subsidiaries (including the Partnership) are
referred to herein as “Group Members.”









 



ARTICLE
II


POWERS
AND DUTIES OF THE MANAGER


Section 2.1                                      Powers
of the Manager


Subject to such limitations as may be imposed by law,
this Agreement, the Partnership Agreement or the MLP Partnership Agreement
(including any provisions relating to separateness of the Partnership from
other entities), the Manager is hereby authorized and empowered, in the name of
and on behalf of the Partnership, to do and perform any and all acts and things
which it deems appropriate or necessary in the conduct of the business and
affairs of the Partnership, including, without limitation, the following:


(a)           to lend or borrow
money, to assume, guarantee or otherwise become liable for indebtedness and
other liabilities and to issue evidences of indebtedness;


(b)           to buy, lease (as
lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of
any or all of the assets of the Partnership;


(c)           to own, use and
invest the assets of the Partnership;


(d)           to purchase or sell
products, services and supplies;


(e)           to make tax,
regulatory and other filings with, and to render periodic and other reports to,
governmental agencies or bodies having jurisdiction over the assets or business
of the Partnership;


(f)            to open, maintain
and close bank accounts and to draw checks and other orders for the payment of
money;


(g)           to negotiate,
execute and perform any contracts, conveyances or other instruments;


(h)           to make allocations
of income and deductions of the Partnership and make distributions in
accordance with the Partnership Agreement;


(i)            to utilize the
services of officers and employees of the Manager or of any other entities and
to select and dismiss employees (if any) and outside attorneys, accountants,
consultants and contractors;


(j)            to maintain insurance
for the benefit of the Partnership and its partners;


(k)           to form, participate
in or contribute or loan cash or property to limited or general partnerships,
limited liability companies, corporations, other entities, joint ventures or
similar arrangements;


(l)            to expand the business activities in
which the Partnership is engaged or engage in new business activities by
acquisition or internal development; and


 


[Management Agreement]









 



(m)          to conduct litigation
and incur legal expenses and otherwise deal with or settle claims or disputes;


in each case at such times and upon such terms and
conditions as the Manager deems appropriate or necessary and subject to any
express restrictions on such powers as provided in the Partnership Agreement.
The parties hereto acknowledge that so long as the Manager is the general
partner of the Partnership under the Partnership Agreement (the “General
Partner”), the Manager shall have and be entitled to exercise all of the same
hereunder as the General Partner is entitled to have and entitled to exercise
under the Partnership Agreement.


Section 2.2                                      Duties
of the Manager


The Manager shall manage the business and affairs of
the Partnership in the manner which the Manager deems appropriate or
necessary.  Without limiting the generality
of the foregoing, the Manager’s duties shall include the following:


(a)           to take possession
of the assets and properties of the Partnership;


(b)           to staff and operate
the business of the Partnership with the officers and employees of the Manager
or of other entities;


(c)           to render or cause
to be rendered engineering, environmental and other technical services and
perform or cause to be performed financial, accounting, logistical and other
administrative functions for the Partnership;


(d)           to render such
reports and make such periodic and other filings as may be required under
applicable federal, state and local laws, rules and regulations;


(e)           to provide or cause
to be provided purchasing, procurement, repair and other services for the
Partnership;


(f)            to prepare, on an
annual and quarterly basis, financial statements of the Partnership, which, in
the case of annual financial statements, shall have been audited by a
nationally recognized firm of independent certified public accountants selected
by the Manager, and to furnish to the Partnership such other information and
reports concerning the conduct of the business and affairs of the Partnership
as the Partnership shall reasonably require;


(g)           to deposit all funds
of the Partnership in such account or accounts as shall be designated by the
Manager (which funds shall not be commingled with the funds of the Manager);


(h)           to maintain records
of the assets owned by the Partnership and books of account and to make such
records and books of account available for inspection by the Partnership or its
duly authorized representatives during regular business hours at the principal
office of the Manager;


(i)            to prepare and
distribute in a timely manner to all partners of the Partnership tax
information reasonably required for federal, state and local income tax
reporting purposes;









 



(j)            to cause to be
filed such certificates and to do such other acts as may be required by law to
qualify and maintain the Partnership as a limited partnership in all relevant
jurisdictions; and


(k)           to conduct the
business and affairs of the Partnership in accordance with the Partnership
Agreement and all applicable laws, rules and regulations;


in each case in such a manner as the Manager deems
appropriate or necessary.


Section 2.3                                      Outside
Activities


Subject to such limitations as may be imposed pursuant
to the terms of the Partnership Agreement, the affiliates of the Manager (but
not including any Group Member)  shall be
entitled to and may have business interests and engage in business activities
in addition to those relating to the business of the Partnership, including
business interests and activities in direct competition with the Partnership,
for their own accounts and for the account of others, without having or
incurring any obligation to offer any interest in such businesses or activities
to the Partnership or any of its partners. Neither the Partnership nor any of
its partners shall have any rights by virtue of this Agreement or the
relationship created hereby in any such business interests.


ARTICLE
III


LIABILITY
OF THE MANAGER; INDEMNIFICATION


Section 3.1                                      Liability
of the Manager


Notwithstanding anything to the contrary in this
Agreement, and except to the extent required by applicable law, neither the
Manager, any affiliate of the Manager, any person who is or was a director,
officer, manager, member, employee or agent of the Manager or any such
affiliate or any person who is or was serving at the request of the Manager or
any such affiliate as a director, officer, manager, member, partner, trustee,
employee or agent of another person (each an “Indemnitee” and collectively, the
“Indemnitees”) shall be liable to the Partnership or any of its partners for
any action taken or omitted to be taken by such Indemnitee, provided that such
Indemnitee acted in good faith and such action or omission does not involve the
gross negligence or willful misconduct of such Indemnitee. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere, or its equivalent, shall not, of itself, create
a presumption that an action or omission involves bad faith or willful
misconduct.


Section 3.2                                      Indemnification


(a)           The Partnership
shall, to the fullest extent permitted by applicable law, indemnify each
Indemnitee against expenses (including legal fees and expenses), judgments,
fines and amounts paid in settlement, actually and reasonably incurred by such
Indemnitee, in connection with any threatened, pending or completed claim,
demand, action, suit or proceeding to which such Indemnitee was or is a party
or is threatened to be made a party by reason of the Indemnitee’s status as (x)
a general partner or affiliate thereof or (y) a director, officer, manager,
member, partner, employee, or agent of the Manager or an affiliate or (z) a
person serving at the









 



request of the Manager in another entity in a similar capacity and
which relates to this Agreement or the property, business, affairs or
management of the Partnership (provided the Indemnitee acted in good faith and
the act or omission which is the basis of such demand, claim, action, suit or
proceeding does not involve the gross negligence or willful misconduct of such
Indemnitee).


 


(b)           Expenses
(including legal fees and expenses) incurred in defending any proceeding
subject to Section 3.2(a) shall be paid by the Partnership in advance of the
final disposition of such proceeding upon receipt of an undertaking (which need
not be secured) by or on behalf of the Indemnitee to repay such amount if it
shall ultimately be determined, by a court of competent jurisdiction, that the
Indemnitee is not entitled to be indemnified by the Partnership as authorized
hereunder.


(c)           The
indemnification provided by Section 3.2(a) shall be in addition to any other
rights to which an Indemnitee may be entitled and shall continue as to an
Indemnitee who has ceased to serve in a capacity for which the Indemnitee is
entitled to indemnification and shall inure to the benefit of the heirs,
successors, assigns, administrators and personal representatives of the
Indemnitee.


(d)           To
the extent commercially reasonable, the Partnership shall purchase and maintain
insurance on behalf of the Indemnitees against any liability which may be
asserted against or expense which may be incurred by such Indemnitees in
connection with the Partnership’s activities, whether or not the Partnership
would have the power to indemnify such Indemnitees against such liability under
the provisions of this Agreement.


(e)           An
Indemnitee shall not be denied indemnification in whole or in part under
Section 3.2(a) because the Indemnitee had an interest in the transaction with
respect to which the indemnification applies if the transaction was otherwise
permitted by the terms of this Agreement and the Partnership Agreement.


(f)            The
provisions of this Article III are for the benefit of the Indemnitees and the
heirs, successors, assigns, administrators and personal representatives of the
Indemnitees and shall not be deemed to create any rights for the benefit of any
other persons.


(g)           As
used in this Agreement, the term “affiliate” means, with respect to any person,
any other person that directly or indirectly controls, is controlled by, or is
under common control with, the person in question.


ARTICLE
IV


REIMBURSEMENT


Except as otherwise provided in the Fourth Amended and
Restated Exchange Agreement, dated as of August 8, 2006,
among Holdco, the Manager, the Partnership, Buckeye GP LLC, the MLP and other
Group Members, the Partnership shall promptly reimburse the Manager for all
costs and expenses (direct or indirect) incurred by the Manager which are
directly or indirectly related to the business or activities of the Partnership
(including, without limitation, expenses, direct or indirect, reasonably
allocated to the Manager by its affiliates). The Partnership shall









 



also promptly reimburse any former Manager for all
such costs incurred by it after a successor becomes the Manager hereunder. If
the former Manager has been removed, these costs may include any severance
costs required as a result of such former Manager ceasing to be the Manager of
the Partnership.


ARTICLE V


NO
INTEREST CONVEYED TO THE MANAGER


This Agreement is a management agreement only and does
not convey to the Manager any right, title or interest in or to any assets of
the Partnership, except that the Manager shall have and is hereby granted a
license to enter upon and use such assets for the purpose of performing its
duties and obligations hereunder.


ARTICLE
VI


TERMINATION;
SUCCESSOR MANAGER


Section 6.1                                      Termination


Upon dissolution and liquidation of the Partnership,
this Agreement shall terminate.


Section 6.2                                      Successor Manager


In the event the General Partner withdraws or is
removed from the Partnership and a successor becomes the General Partner, the
successor General Partner shall automatically become the Manager of the
Partnership and shall succeed to all of the rights and obligations of the
Manager hereunder (provided that such succession shall not affect the rights of
any former Manager to reimbursement provided by Article IV hereof), and the
former Manager and its successor shall execute an instrument evidencing such
succession. As soon as practicable after the effective date of such succession,
the former Manager shall, at the cost and expense of the Partnership, deliver
all records, data and information pertaining to the business and affairs of the
Partnership to the successor Manager.


ARTICLE
VII


REPORTS,
RECORDS AND ACCESS


The Manager shall prepare, maintain and furnish all
reports, records and information required by the Partnership Agreement.









 



ARTICLE
VIII


GENERAL
PROVISIONS


Section 8.1                                      Reliance by Third
Parties


Notwithstanding anything to the contrary in this
Agreement, no lender, purchaser or other person shall be required to look to
the application of proceeds hereunder or to verify any representation by the
Manager as to the extent of the interest in the Partnership’s assets that the
Manager is entitled to encumber, sell or otherwise use, and any such lender,
purchaser or other person shall be entitled to rely exclusively on the
representations of the Manager as to its authority to enter into such financing
or sale arrangements and shall be entitled to deal with the Manager, without
joinder of any other persons, as if it were the sole party in interest therein,
both legally and beneficially.


Section 8.2                                      Address and
Notices


Any notice under this Agreement to the Partnership or
the Manager shall be deemed given if received by it in writing at the principal
office of the Partnership designated in the Partnership Agreement.


Section 8.3                                      Headings


All article or section headings in this Agreement are
for convenience only and shall not be deemed to control or affect the meaning
or construction of any of the provisions hereof.


Section 8.4                                      Binding Effect


This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors but shall not be assignable
except as provided in Section 6.2.


Section 8.5                                      Integration


This Agreement constitutes the entire agreement among
the parties pertaining to the subject matter hereof and supersedes all prior
agreements and understandings pertaining thereto.


Section 8.6                                      Waiver


No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute a waiver of any such breach or of any other covenant, duty,
agreement or condition.


Section 8.7                                      Counterparts


This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.









 



Section 8.8             Accounting Principles


All financial reports requested to be rendered under
this Agreement shall be prepared in accordance with generally accepted
accounting principles.


Section 8.9                                      Severability


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


Section 8.10                                Applicable
Law


This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania.









 



IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the date first above written.


	
   

  	
  PARTNERSHIP:

  
	
   

  	
   

  
	
   

  	
  BUCKEYE
  PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MAINLINE L.P., as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MAINLINE GP, INC., as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
   

  	
  Stephen C.
  Muther

  
	
   

  	
   

  	
  Senior Vice
  President-Administration,

  
	
   

  	
   

  	
  General Counsel
  and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  MANAGER:

  
	
   

  	
   

  
	
   

  	
  MAINLINE
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MAINLINE GP, INC., as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Wallace

  	
   

  
	
   

  	
   

  	
  Robert B.
  Wallace

  
	
   

  	
   

  	
  Senior Vice
  President – Finance and

  
	
   

  	
   

  	
  Chief Financial Officer