Exhibit 10.7


 


AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT


THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”), dated as of August 9, 2006, is
entered into between Buckeye GP LLC, a Delaware limited liability company (the “General
Partner”), MainLine Sub LLC, a Delaware limited liability company (“Holdco”),
MainLine L.P., a Delaware limited partnership (“MainLine”), MainLine GP, Inc.,
a Delaware corporation (“MainLine GP”), and Buckeye Pipe Line Services Company,
a Pennsylvania corporation (“Services Company”).


WITNESSETH:


WHEREAS, Holdco owns 100% of the
outstanding equity interests of the General Partner;


WHEREAS, the General Partner
owns an approximate 1% general partner interest in, and serves as sole general
partner of, Buckeye Partners, L.P., a publicly traded Delaware limited
partnership (the “Partnership”);


WHEREAS, MainLine owns the sole
general partner interest in, and serves as sole general partner of, Buckeye
Pipe Line Company, L.P., Buckeye Pipe Line Holdings, L.P., Everglades Pipe Line
Company, L.P., and Laurel Pipe Line Company, L.P., each a Delaware limited
partnership (together, the “Operating Partnerships”), and the Partnership owns
the sole limited partnership interest in each such entity;


WHEREAS, MainLine GP owns the
sole general partner interest in and serves as sole general partner of
MainLine, and the General Partner owns the sole limited partner interest in
MainLine;


WHEREAS, in connection with the
Services Agreement among Services Company, the Partnership, the Operating
Partnerships, Wood River Pipe Lines LLC and Buckeye Terminals, LLC, dated as of
December 15, 2004, Services Company employs, compensates and provides employee
benefits to the majority of the employees who conduct the business and operations
of the Partnership and the Operating Partnerships;


WHEREAS, pursuant to the terms
of an Exchange Agreement between the General Partner, the Partnership and the
Operating Partnerships (the “Exchange Agreement”), the General Partner has
retained, subject to certain exceptions set forth in Section 2.01 of the
Exchange Agreement, all obligations for total compensation, including all
benefits (subject to such exceptions, the “Compensation”) paid for certain
duties performed for the General Partner by certain officers (the officers
performing such duties, the “Executives,” and such duties the “Executive
Functions”);


WHEREAS, pursuant to a an
Executive Employment Agreement, dated December 15, 2004 (the “Prior Agreement”),
the General Partner and Holdco engaged Services Company to employ the
Executives and pay the Compensation on behalf of the General Partner and
Holdco,















 


and the General Partner and Holdco reimburse Services
Company for all such Compensation paid; and


WHEREAS, in connection with a
transfer of the general partner interests in the Operating Partnerships to
MainLine the parties desire to amend and restate the Prior Agreement in its
entirety to add MainLine and MainLine GP as parties.


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


1.     Engagement of Services Company.  The General Partner, Holdco, MainLine and
MainLine GP hereby engage Services Company to employ the Executives and pay the
Compensation, and Services Company hereby accepts its engagement by the General
Partner, Holdco, MainLine, and MainLine GP.


2.     Payment of Compensation.  Services Company hereby agrees to administer
and pay all Compensation on behalf of the General Partner, Holdco and MainLine,
subject to Services Company’s right to be reimbursed therefor in accordance
with Section 3 hereof.


3.     Reimbursement of Expenses.  The General Partner, Holdco, MainLine and
MainLine GP hereby agree to pay and reimburse Services Company for all
Compensation paid by Services Company; provided, however, that
nothing herein is intended in any manner to authorize Services Company to incur
expenses not authorized by the General Partner.  The parties hereto
agree that Holdco shall be jointly and severally liable for the full amount of
all Compensation paid by Services Company but that (a) the General Partner
shall be liable hereunder only to the extent of (i) distributions to it in
respect of its general partner interests in the Partnership (including in
respect of the general partner interest represented by the Incentive
Compensation Agreement) and (ii) distributions to MainLine in respect of its
general partner interests in the Operating Partnerships, and (b) MainLine and
MainLine GP shall be liable hereunder only to the extent of distributions to
Mainline in respect of its general partner interests in the Operating
Partnerships.


4.     Indemnification.   The General Partner, Holdco and MainLine
shall jointly and severally indemnify, protect and hold Services Company and
its affiliates harmless from any and all claims, demands, suits or actions
(including attorneys’ fees and expenses) which may be asserted against Services
Company arising out of the administration and payment of Compensation pursuant
to this Agreement or otherwise in connection with the employment by Services
Company of the Executives; provided that Services Company or such affiliate
seeking indemnification acted in good faith and the act or omission which is
the basis of such claim, demand, suit or action does not involve the gross
negligence or willful misconduct of Services Company or such affiliate.


5.     Notices.  All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
delivered personally, sent by telecopier, by first class mail or by a nationally
recognized overnight courier, postage prepaid. 
All such notices, requests, demands and other communications shall be
addressed to the respective parties



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at the addresses set
forth below, or to such other address or person as any party may designate by
notice to the other parties in accordance herewith:


	
  If to the General Partner:

  	
  Buckeye GP LLC

  Five Radnor Corporate Center

  Suite 500

  100 Matsonford Road

  Radnor, PA 19087

  Attn: 
  President

  Telecopier No.:  (610) 254-4625

  
	
   

  	
   

  
	
  If to Holdco:

  	
  MainLine Sub LLC

  Five Radnor Corporate Center

  Suite 500

  100 Matsonford Road

  Radnor, PA 19087

  Attn: 
  President

  Telecopier No.: 
  (610) 254-4625

  
	
   

  	
   

  
	
  If to MainLine or MainLine GP:

  	
  MainLine Sub L.P.

  Five Radnor Corporate Center

  Suite 500

  100 Matsonford Road

  Radnor, PA 19087

  Attn: 
  President

  Telecopier No.: 
  (610) 254-4625

  
	
   

  	
   

  
	
  If to Services Company:

  	
  Buckeye Pipe Line Services Company

  5002 Buckeye Road

  P.O. Box 368

  Emmaus, PA 18049

  Attn: 
  President

  Telecopier No.: 
  (610) 770-4549

  



 


6.     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.


7.     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 upon the consent in writing of the parties hereto.


8.     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.



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9.     Waiver and Amendment.  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.  Any amendment to
this Agreement shall be effective only if in a writing signed by each of the
parties hereto, which is consented to by the Trustee of the ESOP, whose consent
will not be unreasonably withheld.


10.   Assignment; Binding Effect.  This Agreement may not be assigned without
the prior written consent of all parties hereto, and the consent of the Trustee
of the ESOP, which consent will not be unreasonably withheld.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their permitted successors and
assigns.


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


12.   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.


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


14.   Non-Petition.  Each party hereto agrees, for the benefit of
the holders of the indebtedness for borrowed money of the Partnership, not,
prior to the date which is one year and one day after the payment in full of
all such indebtedness, to acquiesce, petition or otherwise, directly or
indirectly, invoke, or cause any person to invoke, the process of any
Governmental Authority for the purpose of (i) commencing or sustaining a case
against the General Partner,  MainLine or
MainLine GP under any federal or state bankruptcy, insolvency or similar law
(including the Bankruptcy Code), (ii) appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official for the
General Partner,  MainLine, or MainLine
GP, or any substantial part of their respective property, or (iii) ordering the
winding up or liquidation of the affairs of the General Partner,  MainLine, or MainLine GP in each case, solely
as a result of the General Partner’s, MainLine’s, or MainLine GP’s, as
appropriate, failure to satisfy its obligations hereunder.  This section shall survive the termination of
this Agreement.


15.   No Third Party Beneficiaries.  Except for the parties hereto, no other
person, including the Executives, or entity shall be entitled to claim any
right or benefit hereunder, including, without limitation, the status of a
third-party beneficiary of this Agreement.


[signatures
follow on next page]



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


	
  

  	
  MainLine Sub LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior
  Vice President – Administration,

  General Counsel and Secretary

  



 


	
  

  	
  Buckeye GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior
  Vice President – Administration,

  General Counsel and Secretary

  



 


	
  

  	
  MainLine L.P.

  
	
   

  	
   

  
	
   

  	
  By: MainLine GP, Inc., its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior
  Vice President – Administration,

  General Counsel and Secretary

  



 


	
  

  	
  Buckeye Pipe Line Services Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior
  Vice President – Administration,

  General Counsel and Secretary

  



 


	
  

  	
  MainLine GP, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior
  Vice President – Administration,

  General Counsel and Secretary

  



 


[Signature Page to
Amended and Restated Executive Employment Agreement]