Exhibit 10.1


 




 





 


 


BUCKEYE GP HOLDINGS L.P.


AMENDED & RESTATED CONTRIBUTION,
CONVEYANCE AND ASSUMPTION AGREEMENT


 


 




 


















 


AMENDED
& RESTATED CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT


This
Amended & Restated Contribution, Conveyance and Assumption Agreement, dated
as of August 9, 2006, is entered into by and among THE LIMITED PARTNERS OF
MAINLINE L.P., a Delaware limited partnership (“MainLine”) listed on Schedule
A hereto (such limited partners, the “Initial Limited Partners”),
MAINLINE, BUCKEYE GP LLC, a Delaware limited liability company (“Buckeye GP”),
BUCKEYE GP HOLDINGS L.P., a Delaware limited partnership (the “Partnership”),  MAINLINE MANAGEMENT LLC, a Delaware limited
liability company (the “General Partner”), and MAINLINE GP, INC., a
Delaware corporation (“MainLine GP”). The above-named entities are
sometimes referred to in this Agreement each as a “Party” and collectively
as the “Parties.”  Capitalized
terms used herein will have the meanings assigned to such terms in Section
1.01.


RECITALS:


WHEREAS, the holders of Class A units in
MainLine, including the General Partner, have formed the Partnership pursuant
to the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP
Act”) for the purpose of engaging in any business activity that is approved
by and that lawfully may be conducted by a limited partnership organized
pursuant to the Delaware LP Act, and the General Partner has formed MainLine GP
as a corporation pursuant to the Delaware General Corporation Law (the “DGCL”)
for the purpose of engaging in any business activity that is approved by and
that lawfully may be conducted by a corporation organized pursuant to the DGCL;


WHEREAS, in order to accomplish the
objectives and purposes in the preceding recital, each of the following actions
have been taken prior to the date hereof:


1.                                       The
General Partner and the other holders of Class A units in MainLine formed the
Partnership under the terms of the Delaware LP Act and the General Partner
agreed to contribute $0.10 to the
Partnership in exchange for a 0.01% limited partner interest in the Partnership
and the holders of Class A units in MainLine agreed to contribute $999.90 to
the Partnership in exchange for a 99.99% limited partner interest in the
Partnership.


2.                                       The
General Partner formed MainLine GP as a corporation under the DGCL and
contributed $1,000 to MainLine GP in exchange for all of the stock of MainLine
GP.


WHEREAS, concurrently with the consummation
of the transactions contemplated hereby, each of the following will occur:


1.                                       The
General Partner will convey 1,622 Class A units in MainLine, representing a
0.001% general partner interest, to MainLine GP as a capital contribution.


2.                                       The
MainLine limited partnership agreement will be amended to convert the General
Partner’s remaining general partner interest in MainLine, represented by 12,973
Class A units in MainLine, to a limited partner interest.















 


3.                                       The
General Partner will convey its stock interest in MainLine GP and its limited
partner interest in MainLine to the Partnership in exchange for a non-economic
general partner interest in the Partnership and 1,644 Common Units representing
limited partner interests in the Partnership (“Common Units”).


4.                                       The
Initial Limited Partners will convey their respective interests in MainLine
(represented by 145,935,405 Class A units and 16,216,668 Class B units in
MainLine) to the Partnership in exchange for 16,436,356 Common Units and
1,362,000 Management Units representing limited partner interests in the
Partnership (“Management Units”).


5.                                       Carlyle/Riverstone
BPL Holdings II, L.P., which is one of the Initial Limited Partners and the
owner of the General Partner, will convey 1,186 Common Units to the General
Partner, as a capital contribution, resulting in the General Partner owning
2,830 Common Units, representing a 0.01% limited partner interest.


6.                                       The
Partnership will assume all obligations of every nature of MainLine, including
the obligations of MainLine under MainLine’s Credit and Guaranty Agreement,
dated as of December 17, 2004 (the “Debt”), and MainLine will convey
beneficial ownership of all of MainLine’s cash (both restricted and
unrestricted) and the proceeds from termination or sale of interest rate swaps
associated with the Debt, which MainLine will hold on behalf of, or assign to,
the Partnership.


7.                                       Buckeye
GP will convey (i) its 1% general partner interest (collectively with the
Holdings GP Interest (as defined below), the “OLP GP Interests”) in each
of Buckeye Pipe Line Company, L.P., Laurel Pipe Line Company, L.P., and
Everglades Pipe Line Company, L.P., and (ii) its approximate 1% general partner
interest (the “Holdings GP Interest”) in Buckeye Pipe Line Holdings,
L.P., each a Delaware limited partnership, to
MainLine, in consideration of the assumption by MainLine of the OLP GP Interest
Liabilities (as defined herein) and the right to receive the MainLine Interests
pursuant to Section 2.08.


8.                                       MainLine
will distribute its interest in MainLine Sub LLC, a Delaware limited liability
company (“MainLine Sub”), to MainLine GP and the Partnership (in
proportion to their respective interests in MainLine), and MainLine GP will
distribute the interest it receives to the Partnership.


9.                                       The
Partnership will convey all of the limited partner interests in MainLine and
all of the stock of MainLine GP to Buckeye GP as a capital contribution.


10.                                 In
connection with the Partnership’s initial public offering (the “Offering”),
the public, through the Underwriters, will contribute cash to the Partnership
in exchange for 10,500,000 Common Units representing a 37.10% limited partner
interest in the Partnership.


11.                                 The
outstanding balance of the Debt ($169,976,416.74 in principal and accrued
interest as of August 9) will be retired as follows:  (A) MainLine will apply all of



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the cash in its interest reserve account to retire a
portion and the (B) Partnership will use a portion of the proceeds from the
Offering to retire the balance.


WHEREAS, following
consummation of the transactions contemplated hereby, each of the following
will occur:


1.               The
Partnership will retain $1,875,744.00 in its account (from proceeds of the
offering and proceeds from the sale of the interest rate swaps) for the
Partnership to:


(a)                                  Pay
outstanding transaction costs associated with the offering (estimated at
$1,375,744); and


(b)                                 Fund
working capital of the Partnership ($500,000).


2.                                       Buckeye
GP, MainLine and MainLine Sub will distribute, on behalf of the Partnership,
all of their remaining cash (including any cash beneficially owned by the
Partnership but held in MainLine’s bank accounts and any proceeds received by
such entities from the repayment of the Debt (including proceeds from the sale or
termination of interest rate swaps, hedges and other derivative instruments
entered into in connection with the Debt)) to the Initial Limited Partners and
the General Partner, as if they continued to be holders of Class A and Class B
units in MainLine, as follows:


(a)                                  First,
$7,660,804 to the former holders of Class A units, pursuant to Section
3.1(a)(i) and Section 3.1(a)(ii) of the limited partnership agreement of
MainLine, as it existed on the date hereof; and


(b)                                 The
balance, if any, in accordance with Section 3.1(a)(iii) of the limited
partnership agreement of MainLine, as it existed on the date hereof.


3.                                       The
Partnership will, following a reasonable period of time for receipt and
processing of invoices (which may extend for several months), distribute any
unused amount of the reserve for transaction costs associated with the offering
(the $1,375,744 referred to above) to the Initial Limited Partners and the
General Partner, as if they continued to be holders of Class A and Class B
units in MainLine, in accordance with Section 3.1(a)(iii) of the limited
partnership agreement of MainLine, as it existed on the date hereof.


4.                                       Buckeye
GP, MainLine and MainLine Sub will distribute, on behalf of the Partnership,
any distributions they receive from Buckeye Partners, L.P. (“BPL”) or
BPL’s partnership operating subsidiaries in respect of the second quarter of
2006, to the Initial Limited Partners and the General Partner, as if they
continued to be holders of Class A and Class B units in MainLine, as follows:


(a)                                  First,
$6,674,638.50 to the former holders of Class A units, pursuant to Section
3.1(a)(i) and Section 3.1(a)(ii) of the limited partnership agreement of
MainLine, as it existed on the date hereof; and



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(b)                                 The
balance, if any, in accordance with Section 3.1(a)(iii) of the limited
partnership agreement of MainLine, as it existed on the date hereof.


5.               The
Partnership will distribute the pre-closing portion (39/92nds) of the total
distribution in respect of the 3rd quarter of 2006 to the Initial Limited Partners
and the General Partner, as if they continued to be holders of Class A and
Class B units in MainLine in accordance with Section 3.1(a)(iii) of the limited
partnership agreement of MainLine, as it existed on the date hereof.


The
organizational documents of the Parties will be amended and restated as
necessary to reflect the applicable matters set forth above and as contained in
this Agreement.


NOW, THEREFORE, in consideration of their
mutual undertakings and agreements hereunder, the Parties undertake and agree
as follows:


ARTICLE I



DEFINITIONS


Section
1.01                                Terms.  The following defined terms will have the
meanings given below:


“Agreement” means
this Contribution, Conveyance and Assumption Agreement.


“Assets” has the
meaning set forth in Section 2.06.


“BPL” has the
meaning set forth in the Recitals of this Agreement.


“Buckeye GP” has
the meaning as set forth in the opening paragraph of this Agreement.


“Code” means
Internal Revenue Code of 1986, as amended.


“Common Units” has
the meaning as set forth in the Recitals of this Agreement.


“Debt” has the
meaning as set forth in the Recitals of this Agreement.


“Delaware LLC Act”
has the meaning as set forth in the Recitals of this Agreement.


“Delaware LP Act”
has the meaning as set forth in the Recitals of this Agreement.


“DGCL” has the
meaning as set forth in the Recitals of this Agreement.


“Effective Time”
means 8:00 a.m. prevailing Eastern Time on the date of closing of the Offering.



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“General Partner”
has the meaning as set forth in the opening paragraph of this Agreement.


“General Partner’s
Interest” has the meaning set forth in Section 2.02.


“Holdings GP Interest”
has the meaning as set forth in the Recitals of this Agreement.


“Initial Limited
Partners” has the meaning as set forth in the opening paragraph of this
Agreement.


“Limited Partners’
Interest” has the meaning set forth in Section 2.03.


“Management Units”
has the meaning as set forth in the Recitals of this Agreement.


“MainLine” has the
meaning as set forth in the opening paragraph of this Agreement.


“Mainline GP” has
the meaning as set forth in the opening paragraph of this Agreement.


“MainLine GP Interest”
has the meaning set forth in Section 2.01.


“MainLine GP
Liabilities” means all liabilities arising out of or related to the
ownership of the general partner interest in MainLine to the extent arising or
accruing on and after the Effective Time, whether known or unknown, accrued or
contingent, and whether or not reflected on the books and records of MainLine
or its affiliates.


“MainLine Interests”
means the General Partner’s Interest and the Limited Partners’ Interest,
collectively, comprised of all the limited partner interests in MainLine and
all of the stock of MainLine GP.


“MainLine Interest
Liabilities” means all liabilities arising out of or related to the
ownership of the MainLine Interests to the extent arising or accruing on and
after the Effective Time, whether known or unknown, accrued or contingent, and
whether or not reflected on the books and records of MainLine or its
affiliates.


“MainLine Sub” has
the meaning as set forth in the Recitals of this Agreement.


“MLP Agreement”
means the First Amended and Restated Agreement of Limited Partnership of the
Partnership, as it may be amended, supplemented or restated from time to time.


“OLP GP Interests”
has the meaning set forth in the Recitals of this Agreement.


“OLP GP Interest
Liabilities” means all liabilities arising out of or related to the
ownership of the OLP GP Interests, whether known or unknown, accrued or
contingent,



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and whether or not reflected on the books and records
of Buckeye GP or its affiliates, including, without limitation, the liabilities
described on Exhibit B hereto


“Offering” has the
meaning as set forth in the Recitals of this Agreement.


“Partnership” has
the meaning as set forth in the opening paragraph of this Agreement.


“Party” or “Parties”
has the meaning as set forth in the opening paragraph of this Agreement.


“Underwriters”
means those the underwriting syndicate as referenced in the Underwriting
Agreement.


“Working Capital
Assets” has the meaning as set forth in the Recitals of this Agreement.


ARTICLE II



CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS


Section
2.01                                Contribution
of MainLine GP Interest in MainLine to MainLine GP.  The General Partner hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers to
MainLine GP, its successors and assigns, for its and their own use forever,
1,622 Class A units in MainLine, representing a 0.001% general partner interest
(the “MainLine GP Interest”). 
MainLine GP hereby accepts such Class A units as a contribution to the
capital of MainLine GP.  The partners in
MainLine hereby agree that the Amended and Restated Agreement of Limited
Partnership of MainLine, dated as of December 15, 2004, is amended to effect
the admission of MainLine GP as general partner of MainLine and the conversion
of the General Partner’s remaining direct interest in MainLine, represented by
12,973 Class A units in MainLine, to a limited partner interest and the change
of the General Partner from the general partner of MainLine to a limited
partner.


Section
2.02                                Contribution
of the General Partner’s Interest by the General Partner to the Partnership.  The General Partner hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers to
the Partnership, its successors and assigns, for its and their own use forever
(i) all of the issued and outstanding stock of MainLine GP and (ii) 12,973
Class A units in MainLine (collectively, the “General Partner’s Interest”)
in exchange for (a) a non-economic general partner interest in the Partnership
and (b) the issuance of 1,644 Common Units, and the Partnership hereby accepts
the issued and outstanding stock of MainLine GP and the 12,973 Class A units in
MainLine as a contribution to the capital of the Partnership.


Section
2.03                                Contribution
of the Limited Partners’ Interests by Initial Limited Partners to the
Partnership.  The Initial Limited
Partners severally hereby grant, contribute, bargain, convey, assign,
transfers, set over and deliver to the Partnership, its successors and assigns,
for its and their own use forever, their respective interests in MainLine
(represented by 145,935,405 Class A units and 16,216,668 Class B units in
MainLine, collectively the “Limited Partners’



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Interest”)
in exchange for 16,436,356 Common Units and 1,362,000 Management Units as
follows:


(a)                                  Carlyle/Riverstone
BPL Holdings II, L.P.: contribution of 134,985,405 Class A units in MainLine in
exchange for 15,203,083 Common Units;


(b)                                 Eric
A. Gustafson: contribution of 400,000 Class A units in MainLine in exchange for
45,051 Common Units and contribution of 2,432,500 Class B units in MainLine in
exchange for 204,300 Management Units;


(c)                                  Brian
K. Jury: contribution of 500,000 Class A units in MainLine in exchange for
56,314 Common Units and contribution of 1,621,667 Class B units in MainLine in
exchange for 136,200 Management Units;


(d)                                 Robert.
A. Malecky: contribution of 250,000 Class A units in MainLine in exchange for
28,157 Common Units and contribution of 1,621,667 Class B units in MainLine in
exchange for 136,200 Management Units;


(e)                                  Stephen
C. Muther: contribution of 1,400,000 Class A units in MainLine in exchange for
157,679 Common Units and contribution of 3,243,334 Class B units in MainLine in
exchange for 272,400 Management Units;


(f)                                    Vance
E. Powers: contribution of 50,000 Class A units in MainLine in exchange for
5,631 Common Units and contribution of 810,833 Class B units in MainLine in
exchange for 68,100 Management Units;


(g)                                 William
H. Shea, Jr.: contribution of 4,865,000 Class B units in MainLine in exchange
for 408,600 Management Units;


(h)                                 Trust
Under Agreement of Alfred W. Martinelli dated December 29, 1992, David J.
Martinelli Trustee F/B/O David Martinelli: contribution of 500,000 Class A
units in MainLine in exchange for 56,314 Common Units;


(i)                                     Trust
Under Agreement of Alfred W. Martinelli dated December 29, 1992, Susan
Martinelli Shea and William H. Shea, Jr., Trustees F/B/O Susan Martinelli Shea:
contribution of 7,750,000 Class A units in MainLine in exchange for 872,864
Common Units; and


(j)                                     Robert
B. Wallace: contribution of 100,000 Class A units in MainLine in exchange for
11,263 Common Units and contribution of 1,621,667 Class B units in MainLine in
exchange for 136,200 Management Units;


and the
Partnership hereby accepts such interests in MainLine as a contribution to the
capital of the Partnership.


Section
2.04                                Contribution
of Common Units to the General Partner. 
Carlyle/Riverstone BPL Holdings II, L.P. hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to the General
Partner, its successors and assigns, for its and their own use forever,



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1,186 Common
Units, as a capital contribution, and the General Partner hereby accepts such
Common Units as a contribution to the capital of the General Partner.


Section
2.05                                Assumption
of the Obligations of the Partnership; Conveyance of Ownership of Cash and
Proceeds From Sale of Hedges.  As
consideration for the contribution and transfer by the General Partner of the
General Partner’s Interest to the Partnership and the contribution and transfer
of the Limited Partners’ Interest by the Initial Limited Partners to the
Partnership as set forth in Section 2.02 and Section 2.03 above and the
conveyance of ownership of MainLine’s cash, as set forth below, the Partnership
hereby irrevocably and unconditionally undertakes, assumes and agrees to
perform, pay and discharge, and hold MainLine harmless from and indemnify
MainLine against, all of MainLine’s liabilities, including the Debt.  In partial consideration thereof, MainLine
hereby grants, bargains, sells, conveys, assigns, transfers and delivers
beneficial ownership of all cash held by MainLine, both restricted and
unrestricted, and any proceeds it may receive from sale of the interest rate
hedges it now owns, to the Partnership and agrees to hold such cash in its
accounts pending distribution thereof pursuant to Section 2.10.


Section
2.06                                Assignment
of OLP Interests.  As consideration
for the assumption by MainLine of the OLP GP Interest Liabilities pursuant to
Section 3.03 and contribution and transfer of the MainLine Interests by the
Partnership to Buckeye GP as set forth in Section 2.08, Buckeye GP hereby
grants, bargains, sells, conveys, assigns, transfers and delivers all of the
OLP GP Interests, together with those assets described on Exhibit A hereto
(collectively with the OLP GP Interests, the “Assets”), to MainLine, and its
successors and assigns, and MainLine hereby accepts the Assets at and as of the
date hereof.


Section
2.07                                Distribution
of MainLine Sub.  MainLine hereby
assigns, transfers and distributes (a) to MainLine GP, 0.001% of the membership
interest in MainLine Sub and (b) to the Partnership, the remaining 99.999% of
the membership interest in MainLine Sub, in each case as a distribution, and
MainLine GP and the Partnership hereby accept such membership interests.  Effective immediately following the
transactions contemplated by the immediately preceding sentence, MainLine GP
hereby assigns, transfers and distributes to the Partnership its 0.001%
membership interest in MainLine Sub, as a distribution, and the Partnership
hereby accepts such membership interest.


Section
2.08                                Assignment
of MainLine and MainLine GP to Buckeye GP. 
The Partnership hereby grants, bargains, sells, conveys, assigns,
transfers and delivers all of the MainLine Interests to Buckeye GP, and its
successors and assigns, and Buckeye GP hereby accepts such MainLine Interests
as a contribution to the capital of Buckeye GP.


Section
2.09                                Acknowledgment
of Public Offering by the Partnership and Use of Proceeds Therefrom and Cash
and Cash Equivalents.  The Initial
Limited Partners and the General Partner acknowledge that the Partnership is
undertaking the Offering, and the application of such funds and any proceeds
from the termination of the interest rate hedges, as described in the Recitals
hereto.  The Partnership will distribute any
unused amount of the reserve for outstanding transaction costs associated with
the offering (the $1,375,744 referred to in the Recitals) to the Initial
Limited Partners and the General Partner, as if they continued to be



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holders of Class A
and Class B units in MainLine, in accordance with Section 3.1(a)(iii) of the
limited partnership agreement of MainLine, as it existed on the date hereof.


Section
2.10                                Distribution
to Initial Limited Partners and General Partner.   Following the repayment of the Debt,
MainLine, Buckeye GP LLC and MainLine Sub will distribute, on behalf of the
Partnership, all of their remaining cash (including any cash beneficially owned
by the Partnership but held in MainLine’s bank accounts) to the Initial Limited
Partners and the General Partner, as if they continued to be holders of Class A
and Class B units in MainLine, as follows:


(a)                                  First,
$7,660,804 to the former holders of Class A units, pursuant to Section
3.1(a)(i) and Section 3.1(a)(ii) of the limited partnership agreement of
MainLine, as it existed on the date hereof; and


(b)                                 The
balance, if any, in accordance with Section 3.1(a)(iii) of the limited
partnership agreement of MainLine, as it existed on the date hereof.


Section
2.11                                Distribution
of Cash Received From Buckeye Partners, L.P. In Respect of Pre-Closing Quarters.  Promptly following the receipt by Buckeye GP
or MainLine Sub of any funds in respect of periods prior to the closing of the
Offering (including any distribution in respect of the second quarter of 2006
(the “Second Quarter BPL Distribution”)), Buckeye GP, MainLine Sub and
MainLine shall distribute such funds to the Partnership and, subject to the
following Section, the Partnership shall promptly thereafter distribute such
funds to the Initial Limited Partners and the General Partner, as if they
continued to be holders of Class A and Class B units in MainLine, as follows:


(a)                                  First,
$6,674,638.50 to the former holders of Class A units, pursuant to Section
3.1(a)(i) and Section 3.1(a)(ii) of the limited partnership agreement of
MainLine, as it existed on the date hereof; and


(b)                                 The
balance, if any, in accordance with Section 3.1(a)(iii) of the limited
partnership agreement of MainLine, as it existed on the date hereof.


Section
2.12                                Offering
Closing Bonus.  The Initial Limited
Partners and the General Partner hereby agree that following the closing of the
Offering the Partnership may use up to $2,000,000 of (a) any funds deposited in
reserve accounts pursuant to the documents governing the Debt or (b) the Second
Quarter BPL Distribution or the portion of the Third Quarter distribution by
BPL and its subsidiaries, in order to pay cash bonuses to officers of Buckeye
GP and employees of Buckeye Pipe Line Services Company, as determined by the
General Partner.


ARTICLE III



ASSUMPTIONS OF CERTAIN LIABILITIES


Section
3.01                                Assumption
of MainLine GP Liabilities by MainLine GP. 
In connection with, and as consideration for, the contribution and
transfer by the General Partner of the MainLine GP Interest to MainLine GP as set
forth in Section 2.01 above, MainLine GP hereby



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assumes and agrees
to duly and timely pay, perform and discharge the MainLine GP Liabilities, to
the full extent that the General Partner has been heretofore or would have been
in the future obligated to pay, perform and discharge the MainLine GP
Liabilities were it not for the execution and delivery of this Agreement;
provided, however, that said assumption and agreement to duly and timely pay,
perform and discharge the MainLine GP Liabilities will not (a) increase the
obligation of MainLine GP with respect to the MainLine GP Liabilities beyond
that of the General Partner, (b) waive any valid defense that was available to
the General Partner with respect to the MainLine GP Liabilities or (c) enlarge
any rights or remedies of any third party, if any, under any of the MainLine GP
Liabilities.  MainLine GP hereby agrees
to indemnify, defend and hold harmless the General Partner, its successors and
assigns, from any and all costs, liabilities and expense, including court costs
and attorneys fees, arising from or connected with the MainLine GP Liabilities
hereby assumed.


Section
3.02                                Assumption
of MainLine Interest Liabilities by the Partnership.  In connection with, and as consideration for,
the contribution and transfer by the General Partner of the General Partner’s
Interest to the Partnership and the contribution and transfer of the Limited
Partners’ Interest by the Initial Limited Partners to the Partnership, as set
forth in Section 2.02 and Section 2.03 above, the Partnership hereby assumes
and agrees to duly and timely pay, perform and discharge the MainLine Interest
Liabilities, to the full extent that the General Partner or the Initial Limited
Partners, as appropriate, have been heretofore or would have been in the future
obligated to pay, perform and discharge the MainLine Interest Liabilities were
it not for the execution and delivery of this Agreement; provided, however,
that said assumption and agreement to duly and timely pay, perform and
discharge the MainLine Interest Liabilities will not (a) increase the
obligation of the Partnership with respect to the MainLine Interest Liabilities
beyond that of the General Partner and the Initial Limited Partners, (b) waive
any valid defense that was available to the General Partner or the Initial
Limited Partners, with respect to the MainLine Interest Liabilities or (c)
enlarge any rights or remedies of any third party, if any, under any of the
MainLine Interest Liabilities.   The
Partnership hereby agrees to indemnify, defend and hold harmless the General
Partner and the Initial Limited Partners, their successors and assigns, from
any and all costs, liabilities and expense, including court costs and attorneys
fees, arising from or connected with the MainLine Interest Liabilities hereby
assumed.


Section
3.03                                Assumption
of OLP GP Interest Liabilities by MainLine. 
In connection with, and as consideration for, the contribution and
transfer by Buckeye GP of the Assets to MainLine, as set forth in Section 2.06
above, MainLine hereby assumes and agrees to duly and timely pay, perform and
discharge the OLP GP Interest Liabilities, to the full extent that Buckeye GP
has been heretofore or would have been in the future obligated to pay, perform
and discharge the OLP GP Interest Liabilities were it not for the execution and
delivery of this Agreement; provided, however, that said assumption and
agreement to duly and timely pay, perform and discharge the OLP GP Interest
Liabilities will not (a) increase the obligation of MainLine with respect to
the OLP GP Interest Liabilities beyond that of Buckeye GP, (b) waive any valid
defense that was available to Buckeye GP with respect to the OLP GP Interests
Liabilities or (c) enlarge any rights or remedies of any third party, if any, under
any of the OLP GP Interest Liabilities. 
MainLine hereby agrees to indemnify, defend and hold harmless Buckeye
GP, its successors and assigns, from any and all costs, liabilities and
expense, including court costs and attorneys fees, arising from or connected
with the OLP GP Interests hereby assumed.



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ARTICLE IV



ADDITIONAL TRANSACTIONS


Section
4.01                                Over-Allotment
Option.  The Parties acknowledge that
in the event the Underwriters exercise their Over-Allotment Option, the
Partnership will use any net proceeds therefrom to redeem from the Initial
Limited Partners a number of Common Units equal to the number of Common Units
issued upon exercise of the Over-Allotment Option, at a price per Common Unit
equal to the net proceeds per Common Unit received by the Partnership after the
Underwriters’ discount but before other expenses.  The redemption of Common Units from the
Initial Limited Partners will be as follows:


(a)                                  a
number of Common Units will be redeemed from Carlyle/Riverstone BPL Holdings
II, L.P. equal to the product obtained by multiplying the number of Common
Units issued upon exercise of the Over-Allotment Option by 92.50% (15,204,728,
being the beneficial ownership of Carlyle/Riverstone BPL Holdings II, L.P.,
including those common units owned of record by the General Partner, divided by
16,438,000, the total number of common units held by the General Partner and
the Initial Limited Partners);


(b)                                 a
number of Common Units will be redeemed from each other Initial Limited
Partner, equal to the product obtained by multiplying the number of Common
Units issued upon exercise of the Over-Allotment Option by a fraction, the
numerator of which is the sum of the number of Common Units held by such
Initial Limited Partner, and the denominator of which is 16,438,000; and


(c)                                  Initial
Limited Partners, other than Carlyle/Riverstone BPL Holdings II, L.P., may
assign their obligations to deliver Common Units pursuant to this Section, in
whole or in part, to other Initial Limited Partners who agree to assume such
obligations; provided, however,
that no consideration may be paid to the assigning Initial Limited Partner for
such assignment and no additional consideration will be paid to the assuming
Initial Limited Partner, other than the net proceeds per Common Unit received
by the Partnership multiplied by the number of Common Units delivered by the
assuming Initial Limited Partner.  To the
extent an Initial Limited Partner cannot obtain agreement from another Initial
Limited Partner to assume such first Initial Limited Partner’s obligations
hereunder, such first Initial Limited Partner will remain obligated to deliver
its pro rata portion of Common Units determined in accordance with subsection
(b) above.


ARTICLE V



FURTHER ASSURANCES


From
time to time after the date hereof, and without any further consideration, the
Parties agree to execute, acknowledge and deliver all such additional deeds,
assignments, bills of sale, conveyances, instruments, notices, releases,
acquittances and other documents, and will do all such other acts and things,
all in accordance with applicable law, as may be necessary or appropriate
(a) more fully to assure that the applicable Parties own all of the
properties, rights,



 11
 






 



titles, interests,
estates, remedies, powers and privileges granted by this Agreement, or which
are intended to be so granted, or (b) more fully and effectively to vest
in the applicable Parties and their respective successors and assigns
beneficial and record title to the interests contributed and assigned by this
Agreement or intended so to be and to more fully and effectively carry out the
purposes and intent of this Agreement.


ARTICLE VI



EFFECTIVE TIME


Notwithstanding
anything contained in this Agreement to the contrary, none of the provisions of
ARTICLE II or ARTICLE III of this Agreement will be operative or have any
effect until the Effective Time, at which time all the provisions of ARTICLE II
and ARTICLE III of this Agreement will be effective and operative in accordance
with Section 7.01, without further action by any Party.


ARTICLE VII



MISCELLANEOUS


Section
7.01                                Order
of Completion of Transactions.  The
transactions provided for in ARTICLE II of this Agreement will be completed
immediately following the Effective Time in the order set forth in ARTICLE II
of this Agreement, provided that the transactions provided for in Section 2.09
through 2.12 will be completed after the Effective Time, at the time determined
by the General Partner.  The transactions
provided for in ARTICLE III of this Agreement will be completed simultaneously
with the transactions provided for in ARTICLE II of this Agreement.


Section
7.02                                Acknowledgment
and Consent By MainLine Class A Unitholders.  The Initial Limited Partners and the General
Partner acknowledge that they are receiving Common Units and cash distributions
in satisfaction of their Class A Unpaid Yield and Liquidation Amount (each as
defined in the limited partnership agreement of MainLine, as it existed prior
to the date hereof) and consent to any deviation from the provisions of Section
3.1 of the limited partnership agreement of MainLine, as it existed prior to
the date hereof, provided herein.


Section
7.03                                Costs.  The Partnership will pay all expenses, fees
and costs, including sales, use and similar taxes arising out of the contributions,
conveyances and deliveries to be made hereunder, and will pay all documentary,
filing, recording, transfer, deed and conveyance taxes and fees required in
connection therewith. In addition, the Partnership will be responsible for all
costs, liabilities and expenses (including court costs and reasonable attorneys’
fees) incurred in connection with the implementation of any conveyance or
delivery pursuant to ARTICLE V of this Agreement.


Section
7.04                                Headings;
References; Interpretation.  All
Article and Section headings in this Agreement are for convenience only and
will not be deemed to control or affect the meaning or construction of any of
the provisions hereof.  The words “hereof,”
“herein” and “hereunder” and words of similar import, when used in this
Agreement, will refer to this Agreement as a



 12
 






 



whole, and not to
any particular provision of this Agreement. 
All references herein to Articles and Sections will, unless the context
requires a different construction, be deemed to be references to the Articles
and Sections of this Agreement, respectively. 
All personal pronouns used in this Agreement, whether used in the
masculine, feminine or neuter gender, will include all other genders, and the
singular will include the plural and vice versa.  The terms “include,” “includes,” “including”
or words of like import will be deemed to be followed by the words “without
limitation.”


Section
7.05                                Successors
and Assigns.  This Agreement will be
binding upon and inure to the benefit of the Parties and their respective
successors and assigns.


Section
7.06                                No
Third Party Rights.  The provisions
of this Agreement are intended to bind the parties signatory hereto as to each
other and are not intended to and do not create rights in any other person or
confer upon any other person any benefits, rights or remedies, and no person is
or is intended to be a third party beneficiary of any of the provisions of this
Agreement.


Section
7.07                                Counterparts.  This Agreement may be executed in any number
of counterparts, all of which together will constitute one agreement binding on
the Parties.


Section
7.08                                Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware
without reference to the choice of law principles thereof.


Section
7.09                                Severability.  If any of the provisions of this Agreement
are held by any court of competent jurisdiction to contravene, or to be invalid
under, the laws of any political body having jurisdiction over the subject
matter hereof, such contravention or invalidity will not invalidate the entire
Agreement.  Instead, this Agreement will
be construed as if it did not contain the particular provision or provisions
held to be invalid, and an equitable adjustment will be made and necessary
provision added so as to give effect to the intention of the Parties as
expressed in this Agreement at the time of execution of this Agreement.


Section
7.10                                Amendment
or Modification.  This Agreement may
be amended or modified from time to time only by the written agreement of all
the Parties.


Section
7.11                                Integration.  This Agreement and the instruments referenced
herein supersede all previous understandings or agreements among the Parties,
whether oral or written, with respect to its subject matter.  This document and such instruments contain
the entire understanding of the Parties. 
No understanding, representation, promise or agreement, whether oral or
written, is intended to be or will be included in or form part of this Agreement
unless it is contained in a written amendment hereto executed by the Parties
after the date of this Agreement.


Section
7.12                                Deed;
Bill of Sale; Assignment.  To the
extent required and permitted by applicable law, this Agreement will also
constitute a “deed,” “bill of sale” or “assignment” of the assets and interests
referenced herein.



 13
 






 



[THE REMAINDER OF THIS
PAGE IS INTENTIONALLY LEFT BLANK]



 14














 


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


 


	
   

  	
  BUCKEYE GP HOLDINGS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MainLine Management LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Wallace

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B. Wallace

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President – Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCKEYE GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen C. Muther

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President –

  
	
   

  	
   

  	
   

  	
  Administration, General Counsel

  
	
   

  	
   

  	
   

  	
  and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAINLINE MANAGEMENT LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Wallace

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B. Wallace

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President – Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
					



 


BUCKEYE GP HOLDINGS L.P.


AMENDED & RESTATED
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT


SIGNATURE PAGE









 



 


	
  

  	
  MAINLINE GP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen C. Muther

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President –

  
	
   

  	
   

  	
   

  	
  Administration, General Counsel

  
	
   

  	
   

  	
   

  	
  and Secretary

  
					



 


 


	
  

  	
  MAINLINE L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MainLine Management LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Wallace

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B. Wallace

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President – Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
					



 









 



 


THE LIMITED
PARTNERS OF MAINLINE L.P.


	
  CARLYLE/RIVERSTONE BPL HOLDINGS II, L.P.

  
	
   

  
	
  By:

  	
  Carlyle/Riverstone Energy Partners II, L.P.

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By: C/R Energy GP II, LLC

  
	
   

  	
  Its General Partner

  



 


	
  By:

  	
  /s/ David M. Leuschen

  	
   

  
	
   

  	
  Name: David M. Leuschen

  	
   

  
	
   

  	
  Title:       Authorized
  person

  	
   

  



 


	
  Trust Under Agreement of Alfred W. Martinelli
  dated December 29, 1992, Susan Martinelli and William Shea, Jr., Trustees
  F/B/O Susan Martinelli Shea

  	
  Trust Under Agreement of Alfred W. Martinelli dated
  December 29, 1992, David J. Martinelli Trustee F/B/O David Martinelli

  
	
   

  	
   

  
	
  /s/ Susan Martinelli Shea

  	
   

  	
  /s/ David J. Martinelli

  	
   

  
	
  Susan Martinelli Shea, Trustee

  	
  David J. Martinelli, Trustee

  
	
   

  	
   

  
	
  /s/ William H. Shea, Jr.

  	
   

  	
   

  
	
  William H. Shea, Jr., Trustee

  	
   

  



 









 



 


 


	
  /s/ Stephen C. Muther

  	
   

  	
   

  	
  /s/ Brian K. Jury

  	
   

  
	
  Stephen C. Muther

  	
   

  	
  Brian K. Jury

  
	
   

  	
   

  	
   

  
	
  /s/ Eric A. Gustafson

  	
   

  	
   

  	
  /s/ Robert B. Wallace

  	
   

  
	
  Eric A. Gustafson

  	
   

  	
  Robert B. Wallace

  
	
   

  	
   

  	
   

  
	
  /s/ Robert A. Malecky

  	
   

  	
   

  	
  /s/ Vance E. Powers

  	
   

  
	
  Robert A. Malecky

  	
   

  	
  Vance E. Powers

  
	
   

  	
   

  	
   

  
	
  /s/ William H. Shea, Jr.

  	
   

  	
   

  	
   

  
	
  William H. Shea, Jr.

  	
   

  	
   

  



 









 



SCHEDULE A


 


Limited
Partners of MainLine




	
  Unitholder

  	
   

  	
  Number of

  Class A Units

  of MainLine

  	
   

  	
  Number of

  Class B Units

  of MainLine

  	
   

  
	
  Carlyle/Riverstone
  BPL Holdings II, L.P.

  	
   

  	
  134,985,405

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trust Under
  Agreement of Alfred W. Martinelli dated December 29, 1992, Susan Martinelli
  Shea and William H. Shea, Jr., Trustees F/B/O Susan Martinelli Shea

  	
   

  	
  7,750,000

  	
   

  	
   

  	
   

  
	
  William H. Shea,
  Jr.

  	
   

  	
  —

  	
   

  	
  4,865,000

  	
   

  
	
  Stephen C.
  Muther

  	
   

  	
  1,400,000

  	
   

  	
  3,243,334

  	
   

  
	
  Brian K. Jury

  	
   

  	
  500,000

  	
   

  	
  1,621,667

  	
   

  
	
  Trust Under
  Agreement of Alfred W. Martinelli dated December 29, 1992, David J.
  Martinelli, Trustee F/B/O David Martinelli

  	
   

  	
  500,000

  	
   

  	
   

  	
   

  
	
  Eric A.
  Gustafson

  	
   

  	
  400,000

  	
   

  	
  2,432,500

  	
   

  
	
  Robert B.
  Wallace

  	
   

  	
  100,000

  	
   

  	
  1,621,667

  	
   

  
	
  Robert. A.
  Malecky

  	
   

  	
  250,000

  	
   

  	
  1,621,667

  	
   

  
	
  Vance E. Powers

  	
   

  	
  50,000

  	
   

  	
  810,833

  	
   

  






 









 



Exhibit A


 


ASSETS


(a)           The 1% general partner interest in Buckeye Pipe Line
Company, L.P., together with all right, title and interest of Buckeye GP in, to
and under that certain Amended and Restated Agreement of Limited Partnership of
Buckeye Pipe Line Company, L.P., as amended and restated as of
December 15, 2004;


(b)           The 1% general partner interest in Laurel Pipe Line
Company, L.P., together with all right, title and interest of Buckeye GP in, to
and under that certain Amended and Restated Agreement of Limited Partnership of
Laurel Pipe Line Company, L.P., as amended and restated as of December 15,
2004;


(c)           The 1% general partner interest in Everglades Pipe Line
Company, L.P., together with all right, title and interest of Buckeye GP in, to
and under that certain Amended and Restated Agreement of Limited Partnership of
Everglades Pipe Line Company, L.P., as amended and restated as of
December 15, 2004;


(d)           The approximate 1% general partner interest in Buckeye
Pipe Line Holdings, L.P., together with all right, title and interest of
Buckeye GP in, to and under that certain Amended and Restated Agreement of
Limited Partnership of Buckeye Pipe Line Holdings, L.P., as amended and
restated as of December 15, 2004;


(e)           All right, title and interest of Buckeye GP in, to and
under the Management Agreement, dated as of December 15, 2004, between
Buckeye GP and Buckeye Pipe Line Company, L.P.;


(f)            All right, title and interest of Buckeye GP in, to and
under the Management Agreement, dated as of December 15, 2004, between
Buckeye GP and Laurel Pipe Line Company, L.P.;


(g)           All right, title and interest of Buckeye GP in, to and
under the Management Agreement, dated as of December 15, 2004, between
Buckeye GP and Everglades Pipe Line Company, L.P.;


(h)           All right, title and interest of Buckeye GP in, to and
under the Management Agreement, dated as of December 15, 2004, between
Buckeye GP and Buckeye Pipe Line Holdings, L.P.;


(i)            All goodwill of Buckeye GP relating to the foregoing.









 



EXHIBIT B


LIABILITIES


(a)           All
liabilities and obligations of Buckeye GP under that certain Amended and
Restated Agreement of Limited Partnership of Buckeye Pipe Line Company, L.P.,
as amended and restated as of December 15, 2004, arising after the date
hereof;


(j)            All liabilities and obligations of Buckeye GP under that
certain Amended and Restated Agreement of Limited Partnership of Laurel Pipe
Line Company, L.P., as amended and restated as of December 15, 2004,
arising after the date hereof;


(k)           All liabilities and obligations of Buckeye GP under that
certain Amended and Restated Agreement of Limited Partnership of Everglades
Pipe Line Company, L.P., as amended and restated as of December 15, 2004,
arising after the date hereof;


(l)            All liabilities and obligations of Buckeye GP under that
certain Amended and Restated Agreement of Limited Partnership of Buckeye Pipe
Line Holdings, L.P., as amended and restated as of December 15, 2004,
arising after the date hereof;


(m)          All liabilities and obligations of Buckeye GP under that
certain Management Agreement, dated as of December 15, 2004, between
Buckeye GP and Buckeye Pipe Line Company, L.P., arising after the date hereof;


(n)           All liabilities and obligations of Buckeye GP under that
certain Management Agreement, dated as of December 15, 2004, between
Buckeye GP and Laurel Pipe Line Company, L.P., arising after the date hereof;


(o)           All liabilities and obligations of Buckeye GP under that
certain Management Agreement, dated as of December 15, 2004, between
Buckeye GP and Everglades Pipe Line Company, L.P., arising after the date
hereof;


(p)           All liabilities and obligations of Buckeye GP under that
certain Management Agreement, dated as of December 15, 2004, between
Buckeye GP and Buckeye Pipe Line Holdings, L.P., arising after the date hereof;


(q)           All liabilities and obligations of Buckeye GP under that
certain Third Amended and Restated Exchange Agreement, dated as of
December 15, 2004, among Buckeye GP, MainLine Sub LLC, Buckeye Partners,
L.P., Buckeye Pipe Line Company, L.P., Laurel Pipe Line Company, L.P.,
Everglades Pipe Line Company, L.P., and Buckeye Pipe Line Holdings, L.P.,
arising after the date hereof, to the extent relating to the role of general
partner of the Operating Partnerships (as defined therein).