Exhibit
10.4


 


AMENDED
AND RESTATED AGREEMENT


OF


LIMITED
PARTNERSHIP


OF


BUCKEYE
PIPE LINE COMPANY, L.P.


(As
Amended and Restated as of August 9, 2006)















 


 


	
  TABLE OF CONTENTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  II

  	
   

  
	
   

  	
   

  
	
  ORGANIZATIONAL
  MATTERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Formation

  	
  4

  
	
  Section 2.2

  	
   

  	
  Name

  	
  4

  
	
  Section 2.3

  	
   

  	
  Principal Office; Registered Office

  	
  5

  
	
  Section 2.4

  	
   

  	
  Term

  	
  5

  
	
  Section 2.5

  	
   

  	
  Organizational Certificate

  	
  5

  
	
  Section 2.6

  	
   

  	
  Partnership Interests

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
   

  
	
   

  	
   

  
	
  PURPOSE

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  IV

  	
   

  
	
   

  	
   

  
	
  CAPITAL
  CONTRIBUTIONS

  	
   

  
	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Capital Contributions

  	
  6

  
	
  Section 4.2

  	
   

  	
  No Preemptive Rights

  	
  6

  
	
  Section 4.3

  	
   

  	
  No Interest

  	
  6

  
	
  Section 4.4

  	
   

  	
  Loans from Partners

  	
  6

  
	
  Section 4.5

  	
   

  	
  No Withdrawal

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
   

  
	
   

  	
   

  
	
  DISTRIBUTIONS

  	
   

  
	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Distributions

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
   

  
	
   

  	
   

  
	
  INCOME
  TAX MATTERS

  	
   

  
	
   

  	
   

  
	
  Section 6.1

  	
   

  	
  Tax Allocations

  	
  7

  
	
  Section 6.2

  	
   

  	
  Preparation of Tax Returns

  	
  7

  
	
  Section 6.3

  	
   

  	
  Tax Elections

  	
  7

  
	
  Section 6.4

  	
   

  	
  Tax Controversies

  	
  7

  



 



 i
 






 



 


	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  MANAGEMENT
  AND OPERATION OF BUSINESS; INDEMNIFICATION

  	
   

  
	
   

  	
   

  
	
  Section 7.1

  	
   

  	
  Powers of General Partner

  	
  8

  
	
  Section 7.2

  	
   

  	
  Duties of General Partner

  	
  9

  
	
  Section 7.3

  	
   

  	
  Reliance by Third Parties

  	
  9

  
	
  Section 7.4

  	
   

  	
  Compensation and Reimbursement of the General
  Partner

  	
  10

  
	
  Section 7.5

  	
   

  	
  Certain Undertakings Relating to the Separateness of
  the Partnership

  	
  10

  
	
  Section 7.6

  	
   

  	
  Outside Activities; Contracts with Affiliates; Loans
  to or from Affiliates

  	
  11

  
	
  Section 7.7

  	
   

  	
  Tax Basis and Value Determinations

  	
  13

  
	
  Section 7.8

  	
   

  	
  Resolution of Conflicts of Interest; Standard of
  Care

  	
  13

  
	
  Section 7.9

  	
   

  	
  Other Matters Concerning the General Partner

  	
  14

  
	
  Section 7.10

  	
   

  	
  Limited Liability; Indemnification

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  
	
   

  	
   

  
	
  RIGHTS
  AND OBLIGATIONS OF THE LIMITED PARTNER

  	
   

  
	
   

  	
   

  
	
  Section 8.1

  	
   

  	
  Limitation of Liability

  	
  16

  
	
  Section 8.2

  	
   

  	
  Management of Business

  	
  16

  
	
  Section 8.3

  	
   

  	
  Outside Activities

  	
  16

  
	
  Section 8.4

  	
   

  	
  Return of Capital

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
   

  
	
   

  	
   

  
	
  BOOKS,
  RECORDS, ACCOUNTING AND REPORTS

  	
   

  
	
   

  	
   

  
	
  Section 9.1

  	
   

  	
  Books, Records and Accounting

  	
  16

  
	
  Section 9.2

  	
   

  	
  Fiscal Year

  	
  17

  
	
  Section 9.3

  	
   

  	
  Reports

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  	
   

  
	
   

  	
   

  
	
  TRANSFER
  OF PARTNERSHIP INTERESTS; SUCCESSOR PARTNERS

  	
   

  
	
   

  	
   

  
	
  Section 10.1

  	
   

  	
  Transfer of Partnership Interests

  	
  17

  
	
  Section 10.2

  	
   

  	
  Successor Partners

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XI

  	
   

  
	
   

  	
   

  
	
  WITHDRAWAL
  OR REMOVAL OF THE GENERAL PARTNER

  	
   

  
	
   

  	
   

  
	
  Section 11.1

  	
   

  	
  Withdrawal or Removal of the General Partner

  	
  18

  
	
  Section 11.2

  	
   

  	
  Sale of Former General Partner’s Interest

  	
  18

  



 



 ii
 






 



 


	
  ARTICLE XII

  	
   

  
	
   

  	
   

  
	
  DISSOLUTION
  AND LIQUIDATION

  	
   

  
	
   

  	
   

  
	
  Section 12.1

  	
   

  	
  Dissolution

  	
  18

  
	
  Section 12.2

  	
   

  	
  Reconstitution

  	
  19

  
	
  Section 12.3

  	
   

  	
  Liquidation

  	
  20

  
	
  Section 12.4

  	
   

  	
  Distribution in Kind

  	
  20

  
	
  Section 12.5

  	
   

  	
  Cancellation of Certificate of Limited Partnership

  	
  21

  
	
  Section 12.6

  	
   

  	
  Return of Capital

  	
  21

  
	
  Section 12.7

  	
   

  	
  Waiver of Partition

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XIII

  	
   

  
	
   

  	
   

  
	
  AMENDMENT
  OF PARTNERSHIP AGREEMENT

  	
   

  
	
   

  	
   

  
	
  Section 13.1

  	
   

  	
  Amendments Which May Be Adopted Solely by the
  General Partner

  	
  21

  
	
  Section 13.2

  	
   

  	
  Other Amendments

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XIV

  	
   

  
	
   

  	
   

  
	
  SALE OF
  ALL ASSETS

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  XV

  	
   

  
	
   

  	
   

  
	
  GENERAL
  PROVISIONS

  	
   

  
	
   

  	
   

  
	
  Section 15.1

  	
   

  	
  Opinions Regarding Taxation as a Partnership

  	
  22

  
	
  Section 15.2

  	
   

  	
  Address and Notices

  	
  23

  
	
  Section 15.3

  	
   

  	
  Headings

  	
  23

  
	
  Section 15.4

  	
   

  	
  Binding Effect

  	
  23

  
	
  Section 15.5

  	
   

  	
  Integration

  	
  23

  
	
  Section 15.6

  	
   

  	
  Waiver

  	
  23

  
	
  Section 15.7

  	
   

  	
  Counterparts

  	
  23

  
	
  Section 15.8

  	
   

  	
  Severability

  	
  23

  
	
  Section 15.9

  	
   

  	
  Applicable Law

  	
  23

  



 



 iii














 


AMENDED AND RESTATED



AGREEMENT



OF



LIMITED PARTNERSHIP



OF



BUCKEYE PIPE LINE COMPANY, L.P.


THIS AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP, dated as of August 9, 2006, is entered into between MAINLINE L.P.,
a Delaware limited partnership (the “General Partner”), and BUCKEYE PARTNERS,
L.P. (the “MLP”), a Delaware limited partnership.


BACKGROUND


On December 23, 1986, Buckeye Pipe Line Company and
the MLP entered into an Agreement of Limited Partnership of the Partnership (as
amended and restated through December 15, 2004, the “Prior Partnership
Agreement”).


On December 15, 2004, Buckeye GP LLC, a Delaware
limited liability company was admitted as general partner (the “Former GP”).


In accordance with Section 10.1 of the Prior
Partnership Agreement, the Former GP has assigned and transferred certain
assets and liabilities, including all of its general partner interest in the
partnership, to the General Partner pursuant to an Assignment and Assumption
Agreement dated as of the date of this Agreement. The General Partner has
accepted the transfer of those certain assets and liabilities and the general
partner interest in the partnership, and in connection with this amendment and
restatement of the Prior Agreement, has become the general partner of the Partnership.  In accordance with Section 13.1(f), such
changes, in the good faith opinion of the Former GP, do not adversely affect
the Limited Partner in any material respect.


ARTICLE I


DEFINITIONS


The following definitions shall for all purposes,
unless otherwise clearly indicated to the contrary, apply to the terms used in
this Agreement:


“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; provided,
however, that, for purposes of the restrictive provisions of
Sections 7.5, 7.6 and 7.8, neither the Limited Partner nor any of its
subsidiaries shall be deemed to be Affiliates of the General Partner.  As used herein, the term “control” means the
possession, directly or indirectly, 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.  For purposes of this
Agreement, Services Company shall be deemed an Affiliate of the General
Partner.


“Agreed Value” of any Contributed Property means the
fair market value of such property as of the time of contribution (or, in the
case of cash, the amount thereof), as determined by the General Partner using
such reasonable method of valuation as it may adopt.


“Agreement” means this amended and restated agreement
of limited partnership, as amended or amended and restated from time to time.


“Capital Contribution” means any Contributed Property
which a Partner contributes to the Partnership.


“Certificate of Limited Partnership” means the Amended
and Restated Certificate of Limited Partnership filed with the Secretary of
State of the State of Delaware as described in the first sentence of Section
2.5, as amended or amended and restated from time to time.


“Code” means the Internal Revenue Code of 1986, as
amended from time to time.


“Contributed Property” means any cash, property or
other consideration (in such form as may be permitted under the Delaware Act)
contributed to the Partnership.


“Contributing Partner” means any Partner contributing
Contributed Property to the Partnership.


“Conveyance Agreement” means the conveyance agreement,
dated as of November 18, 1986, between the Original Limited Partner and the
Partnership.


“Delaware Act” means the Delaware Revised Uniform
Limited Partnership Act, as amended from time to time, and any successor to
such Act.


“Designated Expenses” means all costs and expenses
(direct or indirect) incurred by the General Partner which are directly or
indirectly related to the formation, capitalization, business or activities of
the Partnership (including, without limitation, expenses, direct or indirect,
reasonably allocated to the General Partner by its Affiliates); provided, however, that Designated Expenses shall not
include (a) any cost or expense for which the General Partner is not entitled
to be reimbursed by reason of the proviso at the end of Section 7.10(b); (b)
any cost or expense for which the General Partner and its Affiliates are not
entitled to be reimbursed pursuant to the terms of the Exchange Agreement; or
(c) severance costs not permitted to be reimbursed pursuant to the Management
Agreement in connection with the withdrawal of the General Partner.


“Exchange Agreement” means the Fourth Amended and
Restated Exchange Agreement, dated as of August 9, 2006, among Holdco, the
General Partner, the MLP General Partner, the Limited Partner and the Limited
Partner’s other operating partnerships, as amended or restated from time to
time.



 2
 






 



“General Partner” means MainLine L.P., in its capacity
as the general partner of the Partnership and in its capacity as manager
pursuant to the Management Agreement, and any successor to MainLine L.P. as
such general partner and manager.


“Group Member” means a member of the Partnership
Group.


“Holdco” means, collectively MainLine Sub LLC and any
entities which control MainLine Sub LLC or are under common control with
MainLine Sub LLC other than the General Partner, the MLP General Partner, MainLine
GP, Inc., the MLP and its consolidated subsidiaries (including the
Partnership).


“Indemnitee” means the General Partner, any Affiliate
of the General Partner, any Person who is or was a director, officer, manager,
member, employee or agent of the General Partner or any such Affiliate, or any
Person who is or was serving at the request of the General Partner or any such
Affiliate as a director, officer, manager, member, partner, trustee, employee
or agent of another Person.


“Limited Partner” means the MLP, in its capacity as
the limited partner of the Partnership, and any successor to the MLP as such
limited partner.


“Liquidator” has the meaning specified in Section
12.3.


“Management Agreement” means the Amended and Restated
Management Agreement, dated as of the date of this Agreement, between the
Partnership and the General Partner, pursuant to which the General Partner will
manage the Partnership, as amended or amended and restated from time to time.


“MLP” means Buckeye Partners, L.P., a Delaware limited
partnership.


“MLP Agreement” means the amended and restated
agreement of limited partnership, dated as of the date hereof, governing the
rights and obligations of the partners of the MLP and certain related matters,
as amended or amended and restated from time to time.


“MLP General Partner” means Buckeye GP LLC, in its
capacity as general partner of the MLP, and any successor to Buckeye GP LLC as
such general partner.


“Net Agreed Value” means, with respect to any
Contributed Property, the Agreed Value of such Contributed Property reduced by
any indebtedness either assumed by the Partnership upon contribution of such
Contributed Property or to which such Contributed Property is subject when
contributed.


“Opinion of Counsel” means a written opinion of counsel
(who may be regular counsel of the General Partner or any of its Affiliates)
acceptable to the General Partner.


“Original Limited Partner” means Buckeye Pipe Line
Company, an Ohio corporation.


“Partner” means the General Partner or the Limited
Partner.



 3
 






 



“Partnership” means Buckeye Pipe Line Company, L.P., a
Delaware limited partnership.


“Partnership Group” means the MLP and any subsidiary
of the MLP (including the Partnership), treated as a single consolidated
entity.


“Partnership Interest” means a general partner’s or
limited partner’s interest in the Partnership.


“Percentage Interest” means, as of any date of
determination, as to any Partner, the Agreed Value of such Partner’s aggregate
Capital Contributions to the Partnership divided by the Agreed Value of the
aggregate Capital Contributions made to the Partnership by all Partners.


“Person” means an individual, a corporation, a limited
liability company, a partnership, a trust, an unincorporated organization, an
association or any other entity.


“Services Company” means Buckeye Pipe Line Services
Company, a Pennsylvania corporation.


“Special Approval” means Special Approval as defined
in the MLP Agreement.


ARTICLE
II


ORGANIZATIONAL
MATTERS


Section 2.1                                      Formation


Subject to the provisions of this Agreement, the
Former GP and Original Limited Partner originally formed the Partnership as a
limited partnership pursuant to the provisions of the Delaware Act.  The Original Limited Partner’s limited
partnership interest in the Partnership was transferred (by operation of law)
to an Affiliate and the MLP purchased such limited partnership interest.  The Partners, pursuant to the authority
contained in Article XIII of this Agreement, do hereby amend and restate this
Agreement in its entirety to continue the Partnership as a limited partnership
pursuant to the provisions of the Delaware Act and to set forth the rights and
obligations of the Partners and certain matters related thereto.  Except as expressly provided herein to the
contrary, the rights and obligations of the Partners and the administration,
dissolution and termination of the Partnership shall be governed by the
Delaware Act.


Section 2.2                                      Name


The name of the Partnership shall be, and the business
of the Partnership shall be conducted under the name of, “Buckeye Pipe Line
Company, L.P.”; provided, however, that (a) the
Partnership’s business may be conducted under any other name or names deemed
advisable by the General Partner, (b) the General Partner in its sole
discretion may change the name of the Partnership at any time and from time to
time and (c) the name under which the Partnership conducts business shall
include “Ltd.” or “Limited Partnership” (or similar words or letters) where
necessary for purposes of maintaining the limited liability status of the
Limited Partner or otherwise complying with the laws of any jurisdiction that
so requires.



 4
 






 



Section 2.3                                      Principal Office; Registered Office


(a)                                  The
principal office of the Partnership shall be 5002 Buckeye Road, P.O. Box 368,
Emmaus, Pennsylvania 18049, or such other place as the General Partner may from
time to time designate.  The Partnership
may maintain offices at such other places as the General Partner deems
advisable.


(b)                                 The
address of the Partnership’s registered office in the State of Delaware shall
be the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle, Delaware 19801, and the name of the Partnership’s
registered agent for service of process at such address shall be The
Corporation Trust Company.


Section 2.4                                      Term


The Partnership shall continue in existence until the
close of Partnership business on December 31, 2086 or until the earlier
termination of the Partnership in accordance with the provisions of Article
XII.


Section 2.5                                      Organizational
Certificate


An Amended and Restated Certificate of Limited
Partnership of the Partnership has been filed with the Secretary of State of
the State of Delaware as required by the Delaware Act.  The General Partner shall cause to be filed
such other certificates or documents as may be required for the formation,
operation and qualification of a limited partnership in Delaware and any other
state in which the Partnership may elect to do business.  The General Partner shall thereafter file any
necessary amendments to the Certificate of Limited Partnership and such other
certificates and documents and do all things requisite to the maintenance of
the Partnership as a limited partnership (or as a partnership in which the
Limited Partner has limited liability) under the laws of Delaware and any other
state in which the Partnership may elect to do business.


Section 2.6                                      Partnership
Interests


Effective as of the date hereof, the Limited Partner
has a 99% Partnership Interest and the General Partner has a 1% Partnership
Interest.


ARTICLE
III


PURPOSE


The purpose and business of the Partnership shall be
to engage in any lawful activity for which limited partnerships may be
organized under the Delaware Act.



 5
 






 



ARTICLE
IV


CAPITAL
CONTRIBUTIONS


Section 4.1                                      Capital
Contributions


(a)                                  Prior
to the date hereof, the Original Limited Partner contributed to the Partnership
certain assets and the Partnership assumed certain liabilities pursuant to the
Conveyance Agreement, and the General Partner contributed to the Partnership an
amount equal to 1/99th of the Net Agreed Value of the Capital Contribution then
being made by the Original Limited Partner.


(b)                                 Whenever
the Limited Partner makes a Capital Contribution, the General Partner may
contribute to the Partnership Contributed Property such that the Net Agreed
Value of the Capital Contribution then being made by the General Partner is
equal to the product obtained by multiplying (i) the quotient determined by
dividing (A) the General Partner’s Percentage Interest by (B) the remainder of
100% less the General Partner’s Percentage Interest times (ii) the Net Agreed
Value of the Capital Contribution then being made by the Limited Partner.  The General Partner shall not be obligated to
make any additional Capital Contributions to the Partnership.


Section 4.2                                      No
Preemptive Rights


No Partner shall have any preemptive, preferential or
other right with respect to the issuance or sale of securities that may be
issued or sold by the Partnership.


Section 4.3                                      No Interest


No interest shall be paid by the Partnership on
Capital Contributions.


Section 4.4                                      Loans
from Partners


Loans or other advances by a Partner to or for the
account of the Partnership shall not be considered Capital Contributions.


Section 4.5                                      No
Withdrawal


No Partner shall be entitled to withdraw any part of
its Capital Contributions or to receive any distributions from the Partnership
except as provided herein.


ARTICLE V


DISTRIBUTIONS


Section 5.1                                      Distributions


(a)                                  From
time to time, not less often than quarterly, the General Partner shall review
the Partnership’s accounts to determine whether distributions are
appropriate.  The General Partner may
make such cash distributions as it, in its sole discretion, may determine,
without



 6
 






 



being limited
to current or accumulated income or gains, from any Partnership funds,
including, without limitation, Partnership revenues, Capital Contributions or
borrowed funds.  In its sole discretion,
the General Partner may also distribute to the Partners other Partnership property
or securities of the Partnership or other entities.


All distributions shall be made concurrently to both
Partners in accordance with their respective Percentage Interests.


(b)                                 Amounts
paid pursuant to Section 7.4 or the Management Agreement shall not be deemed to
be distributions for purposes of this Agreement.


ARTICLE
VI


INCOME
TAX MATTERS


Section 6.1                                      Tax
Allocations


For federal income tax purposes, each item of income,
gain, loss, deduction and credit of the Partnership shall be in accordance with
their respective Percentage Interests.


Section 6.2                                      Preparation
of Tax Returns


The General Partner shall arrange for the preparation
and timely filing of all returns of Partnership income, gains, losses,
deductions, credits and other items necessary for federal and state income tax
purposes and shall use all reasonable efforts to furnish to the Limited Partner
within 90 days after the close of the taxable year the tax information
reasonably required for federal and state income tax reporting purposes.  The classification, realization and
recognition of income, gains, losses, deductions, credits and other items shall
be on the accrual method of accounting for federal income tax purposes, unless
the General Partner shall determine otherwise in its sole discretion.


Section 6.3                                      Tax
Elections


Except as otherwise provided herein, the General
Partner shall, in its sole discretion, determine whether to make any available
election.


Section 6.4                                      Tax
Controversies


Subject to the provisions hereof, the General Partner
is designated as the Tax Matters Partner (as defined in Section 6231 of the
Code) and is authorized and required to represent the Partnership (at the
Partnership’s expense) in connection with all examinations of the Partnership’s
affairs by tax authorities, including resulting administrative and judicial
proceedings, and to expend Partnership funds for professional services and
costs associated therewith.  The Limited
Partner agrees to cooperate with the General Partner and to do or refrain from
doing any and all things reasonably required by the General Partner to conduct
such proceedings.



 7
 






 



ARTICLE
VII


MANAGEMENT
AND OPERATION OF BUSINESS; INDEMNIFICATION


Section 7.1                                      Powers
of General Partner


Except as otherwise expressly provided in this
Agreement, all powers to control and manage the business and affairs of the
Partnership shall be exclusively vested in the General Partner, and the Limited
Partner shall not have any power to control or manage the business and affairs
of the Partnership.


In addition to the powers now or hereafter granted a
general partner of a limited partnership under applicable law or which are
granted to the General Partner under any other provisions of this Agreement,
the General Partner 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 (subject to the
provisions of Article XIV);


(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, 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
distribute Partnership cash;


(i)                                     to
utilize the services of officers and employees of the General Partner or of any
other Persons 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 the Partners;


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



 8
 






 



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


(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 General Partner deems appropriate or necessary, and subject
to any express restrictions contained elsewhere in this Agreement.


Section 7.2                                      Duties
of General Partner


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


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


(b)                                 to
staff and operate the business of the Partnership with the officers and
employees of the General Partner or of other Persons;


(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; and


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


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


Section 7.3                                      Reliance
by Third Parties


Notwithstanding anything to the contrary in this
Agreement, any Person dealing with the Partnership shall be entitled to assume
that the General Partner has full power and authority to encumber, sell or
otherwise use in any manner any and all assets of the Partnership and to enter
into any contracts on behalf of the Partnership, and such Person shall be
entitled to deal with the General Partner as if it were the Partnership’s sole
party in interest, both legally and beneficially.  The Limited Partner hereby waives any and all
defenses or other remedies which may be available against such Person to
contest, negate or disaffirm any action of the General Partner in connection
with any such dealing.  In no event shall
any Person dealing with the General Partner or its representatives be obligated
to ascertain that the terms of this Agreement have been complied with or to
inquire into the necessity or expedience of any act or action of the General



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Partner or its representatives.  Each and every certificate, document or other
instrument executed on behalf of the Partnership by the General Partner or its
representatives shall be conclusive evidence in favor of any and every Person
relying thereon or claiming thereunder that (a) at the time of the execution
and delivery of such certificate, document or instrument, this Agreement was in
full force and effect, (b) the Person executing and delivering such
certificate, document or instrument was duly authorized and empowered to do so
for and on behalf of the Partnership and (c) such certificate, document or
instrument was duly executed and delivered in accordance with the terms and
provisions of this Agreement and is binding upon the Partnership.


Section 7.4                                      Compensation
and Reimbursement of the General Partner


(a)                                  Except
as provided in this Section 7.4 or elsewhere in this Agreement, the Management
Agreement or any other agreement contemplated or permitted hereby, the General
Partner shall not be compensated for its services as General Partner to the
Partnership.


(b)                                 The
General Partner shall be promptly reimbursed for all Designated Expenses, in
addition to any reimbursement as a result of indemnification in accordance with
Section 7.10 hereof or Section 3.02 of the Management Agreement.  The General Partner shall determine such
Designated Expenses in any reasonable manner determined by it.


(c)                                  The
General Partner may propose and adopt fringe benefit plans, including, without
limitation, plans comparable to those that covered employees employed by the
predecessor to the Partnership and plans involving the issuance of direct or
indirect equity interests in the Partnership, for the benefit of employees of
the Partners, the Partnership or any of their respective Affiliates, in respect
of services performed, or obligated to be performed, directly or indirectly,
for the benefit of the Partnership.


Section 7.5                                      Certain
Undertakings Relating to the Separateness of the Partnership


(a)                                  The
Partnership shall conduct its business and operations separate and apart from
those of any other Person (including Holdco), except the General Partner,
MainLine GP, Inc., the MLP General Partner and the Partnership Group, in
accordance with this Section 7.5.


(b)                                 The
Partnership shall maintain (i) its books and records, (ii) its accounts, and
(iii) its financial statements, separate from those of any other Person, except
the Partnership Group.


(c)                                  The
Partnership shall not commingle or pool its assets with those of any other
Person, except the Partnership Group, and shall maintain its assets in a manner
that is not costly or difficult to segregate, ascertain or otherwise identify
as separate from those of any other Person. 
The funds of the Partnership shall be deposited in such account or
accounts as shall be designated by the General Partner, and shall not be
commingled with the funds of the General Partner or any of its Affiliates.  All withdrawals from or charges against such
accounts shall be made by the General Partner or by its agents on behalf of the
Partnership.  Funds of the Partnership
may be invested as determined by the General Partner.


(d)                                 The
Partnership shall (i) conduct its business in its own name or in the names of
its subsidiaries, (ii) use separate stationery, invoices, and checks, (iii)
correct any known



 10














 


misunderstanding
regarding its separate identity, and (iv) generally hold itself out as an
entity separate from any other Person.


(e)                                  The
Partnership (i) shall pay its own liabilities from its own funds, (ii) shall
maintain adequate capital in light of its contemplated business operations,
(iii) shall not guarantee or become obligated for the debts of any other
Person, except Group Members and except for the Partnership’s obligations under
the Services Agreement, (iv) shall not hold out its credit as being available
to satisfy the obligations of any other Person, except Group Members, MainLine
GP, Inc., the MLP General Partner and except for the Partnership’s obligations
under the Services Agreement, (v) shall not acquire obligations or debt
securities of Holdco and (vi) shall not pledge its assets to secure the
obligations of any other Person or make loans or advances to any Person, except
Group Members or the General Partner pursuant to Section 7.6(j); provided that
the Partnership may engage in any transaction described in clauses (iii)-(vi)
of this Section 7.5(e) if Special Approval has been obtained for such
transaction and either (A) the Audit Committee of the Board of Directors of the
MLP General Partner has determined, or has obtained reasonable written
assurance from a nationally recognized firm of independent public accountants
or a nationally recognized investment banking or valuation firm, that the
borrower or recipient of the credit extension is not then insolvent and will
not be rendered insolvent as a result of such transaction or (B) in the case of
transactions described in clause (v), such transaction is completed through a
public auction or a National Securities Exchange.


(f)                                    The
Partnership shall (i) observe all partnership formalities and other formalities
required by its organizational documents, the laws of the jurisdiction of its
formation, or other laws, rules, regulations and orders of governmental
authorities exercising jurisdiction over it, (ii) engage in transactions with
Holdco in conformity with the requirements of this Section, and (iii) subject
to the terms of the Exchange Agreement, promptly pay, from its own funds, and
on a current basis, its allocable share of general and administrative expenses,
capital expenditures, and costs for shared services performed by Holdco.  Each material contract between the
Partnership or another Group Member, on the one hand, and Holdco, on the other
hand, shall be in writing.


(g)                                 Failure
by the Partnership to comply with any of the obligations set forth above shall
not affect the status of the Partnership as a legal entity, with its separate
assets and separate liabilities.


Section 7.6                                      Outside
Activities; Contracts with Affiliates; Loans to or from Affiliates


(a)                                  The
General Partner shall not have any business interests or engage in any business
activities except for those relating to the Partnership.


(b)                                 Any
Affiliate of the General Partner and any director, officer, manager, member,
partner or employee of the General Partner or any of its Affiliates shall be
entitled to and may have business interests and engage in business activities
in addition to those relating to the Partnership, including business interests
and activities in direct competition with the Partnership, for their own
account 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 either Partner.  Neither
the



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Partnership
nor either of the Partners shall have any rights by virtue of this Agreement or
the partnership relationship governed hereby in any such business interests.


(c)                                  The
Limited Partner hereby approves, ratifies and confirms the execution, delivery
and performance of the Conveyance Agreement and the Management Agreement and
agrees that the General Partner is authorized to execute, deliver and perform
the other agreements, acts, transactions and matters contemplated hereby on
behalf of the Partnership without any further approval or vote of the Limited
Partner, notwithstanding any other provision of this Agreement.


(d)                                 Subject
to the provisions of Section 7.4(a), the General Partner and its Affiliates may
enter into contracts with, or render services to, the Partnership, provided
that such contracts or services are on terms that are fair and reasonable to
the Partnership.  The contracts and
services approved, ratified or confirmed pursuant to Section 7.6(c) shall be
deemed to satisfy the terms of this Section 7.6(d).


(e)                                  Neither
the General Partner nor any of its Affiliates shall sell, transfer or convey
property to, or purchase property from, the Partnership, directly or
indirectly, except pursuant to transactions that are fair and reasonable to the
Partnership.  The conveyance of property
pursuant to the Conveyance Agreement shall be deemed to satisfy the terms of
this Section 7.6(e).


(f)                                    The
General Partner or its Affiliates may, but shall be under no obligation to,
lend to any Group Member, upon the written request of any Group Member to the
General Partner or any of its Affiliates, funds needed or desired by the Group
Member for such periods of time and in such amounts as the Audit Committee of
the MLP General Partner may determine; provided, however, that in any such case
the lending party may not (i) charge the borrowing party interest at a rate
greater than the rate that would be charged the borrowing party or (ii) impose
terms less favorable to the borrowing party than would be charged or imposed on
the borrowing party by unrelated lenders on comparable loans made on an arm’s-length
basis (without reference to the lending party’s financial abilities or
guarantees).  The borrowing party shall
reimburse the lending party for any costs (other than any additional interest
costs) incurred by the lending party in connection with the borrowing of such
funds.  No Group Member may lend funds to
Holdco.


(g)                                 The
Partnership may lend or contribute to any Group Member, and any Group Member
may borrow from the Partnership, funds on terms and conditions established in
the sole discretion of the General Partner; provided, however, that the
Partnership may not charge the Group Member interest at a rate less than the
rate that would be charged to the Group Member (without reference to the
General Partner’s financial abilities or guarantees) by unrelated lenders on
comparable loans.  The foregoing
authority shall be exercised by the General Partner in its sole discretion and
shall not create any right or benefit in favor of any Group Member or any other
Person.


(h)                                 The
General Partner may itself, or may enter into an agreement with any of its
Affiliates to, render services to a Group Member or to the General Partner in
the discharge of its duties as general partner of the Partnership.  Any services rendered to a Group Member by
the General Partner or any of its Affiliates shall be on terms that are fair
and reasonable to the Partnership; provided, however, that the requirements of
this Section 7.6(h) shall be deemed



 12
 






 



satisfied as
to (i) any transaction approved by Special Approval, or (ii) any transaction,
the terms of which are objectively demonstrable to be no less favorable to the
Partnership Group than those generally being provided to or available from
unrelated third parties.  The provisions
of Section 7.4 shall apply to the rendering of services described in this
Section 7.6(h).


(i)                                     The
General Partner and its Affiliates will have no obligation to permit any Group
Member to use any facilities or assets of the General Partner and its
Affiliates, except as may be provided in written contracts entered into from
time to time specifically dealing with such use, nor shall there be any
obligation on the part of the General Partner or its Affiliates to enter into
such contracts.


(j)                                     Subject
to the provisions of Section 7.5(e), the Partnership may lend funds to the
General Partner or any of its Affiliates for such periods of time and in such
amounts as the Audit Committee of the MLP General Partner may determine;
provided, however, that the Partnership may not lend funds to the General
Partner or an Affiliate unless such funds consist of funds available after
provision for working capital and such reserves as the General Partner deems
appropriate and such loan shall bear interest at the rate (including points or
other financing charges or fees) that the General Partner would be charged by
unrelated lenders on comparable loans.


Section 7.7                                      Tax Basis and
Value Determinations


To the extent that the General Partner is required
pursuant to the provisions of this Agreement to establish fair market values or
allocate amounts realized, tax basis, Agreed Values or Net Agreed Values, the
General Partner shall establish such values and make such allocations in a
manner that is reasonable and fair to the Limited Partner, taking into account
all applicable laws, governmental regulations, rulings and decisions.  The General Partner may, in its sole
discretion, modify or revise such allocations in order to comply with such
laws, governmental regulations, rulings or decisions or to the extent it
otherwise deems such modification or revision appropriate or necessary.  The General Partner is authorized, to the
extent deemed by it to be appropriate or necessary, to utilize the services of
an independent appraiser in establishing such values or allocations and the
General Partner shall in such cases be entitled to rely on the values or
allocations established by such independent appraiser.


Section 7.8                                      Resolution of
Conflicts of Interest; Standard of Care


(a)                                  Unless
otherwise expressly provided in this Agreement, the Management Agreement or any
other agreement contemplated hereby, (i) whenever a conflict of interest exists
or arises between the General Partner or any of its Affiliates, on the one
hand, and the Partnership or the Limited Partner, on the other hand, or (ii)
whenever this Agreement, the Management Agreement or any other agreement
contemplated hereby provides that the General Partner or any of its Affiliates
shall act in a manner which is, or provide terms which are, fair and/or
reasonable to the Partnership or the Limited Partner, the General Partner or
such Affiliate shall resolve such conflict of interest, take such action or
provide such terms considering, in each case, the relative interests of each
party to such conflict, agreement, transaction or situation and the benefits
and burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting or engineering
practices or principles, and in



 13
 






 



the absence of bad faith by the General Partner or such Affiliate, the
resolution, action or terms so made, taken or provided by the General Partner
or such Affiliate shall not constitute a breach of this Agreement or any other
agreement contemplated hereby or a breach of any standard of care or duty
imposed hereby or under the Delaware Act or any other applicable law, rule or
regulation.


(b)                                 Whenever
this Agreement, the Management Agreement or any other agreement contemplated
hereby provides that the General Partner or any of its Affiliates is permitted
or required to make a decision (i) in its “discretion” or under a grant of
similar authority or latitude, the General Partner or such Affiliate shall be
entitled, to the extent permitted by applicable law, to consider only such
interests and factors as it desires and shall have no duty or obligation to
give any consideration to any interest of or factors affecting the Partnership
or the Limited Partner, or (ii) in its “good faith” or under another express
standard, the General Partner or such Affiliate shall act under such express
standard and, except as required by applicable law, shall not be subject to any
other or different standards imposed by this Agreement, any other agreement
contemplated hereby or applicable law.


Section 7.9                                      Other Matters
Concerning the General Partner


(a)                                  The
General Partner may rely and shall be protected in acting or refraining from
acting upon any certificate, document or other instrument believed by it to be
genuine and to have been signed or presented by the proper party or parties.


(b)                                 The
General Partner may consult with legal counsel, accountants, appraisers,
management consultants, investment bankers, and other consultants and advisors
selected by it and shall be fully protected in relying on any opinion or advice
of any such Person as to matters which the General Partner believes to be
within such Person’s professional or expert competence in connection with any
action taken or suffered or omitted by the General Partner hereunder in good
faith and in accordance with such opinion or advice.


(c)                                  The
General Partner may exercise any of the powers granted to it by this Agreement
and perform any of the duties imposed upon it hereunder either directly or by
or through its agents, and the General Partner shall not be responsible for any
misconduct or negligence on the part of any such agent appointed by the General
Partner in good faith.


Section 7.10                                Limited Liability;
Indemnification


(a)                                  Notwithstanding
anything to the contrary in this Agreement, and except to the extent required
by applicable law, no Indemnitee shall be liable to the Partnership or any
Partner for any action taken or omitted to be taken by such Indemnitee in its
capacity as a person of the type described in the definition of the term “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 Indemnitee did not act in good faith or that an action or
omission involves gross negligence or willful misconduct.



 14
 






 



(b)                                 The
Partnership shall, to the 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 (i) such Indemnitee’s status
as a General Partner, any Affiliate of the General Partner, any Person who is
or was a director, officer, manager, member, employee or agent of the General
Partner or any such Affiliate, or any Person who is or was serving at the
request of the General Partner or any such Affiliate as a director, officer,
manager, member, partner, trustee, employee or agent of another Person or (ii)
any action taken or omitted to be taken by such Indemnitee in any capacity
referred to in clause (i) of this Section 7.10(b), relating 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 action, suit or proceeding does not involve the gross negligence or
willful misconduct of such Indemnitee).


(c)                                  Expenses
(including legal fees and expenses) incurred in defending any claim, demand,
action, suit or proceeding subject to Section 7.10(b) shall be paid by the
Partnership in advance of the final disposition of such claim, demand, action,
suit or 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.


(d)                                 The
indemnification provided by Section 7.10(b) 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.


(e)                                  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 an Indemnitee in
connection with the Partnership’s activities, whether or not the Partnership
would have the power to indemnify an Indemnitee against such liability under
the provisions of this Agreement.


(f)                                    An
Indemnitee shall not be denied indemnification in whole or in part under
Section 7.10(b) 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.


(g)                                 The
provisions of this Section 7.10 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.



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ARTICLE
VIII


RIGHTS
AND OBLIGATIONS OF THE LIMITED PARTNER


Section 8.1                                      Limitation of
Liability


The Limited Partner shall have no liability under this
Agreement (including, without limitation, liability under Section 7.10) except
as provided in Section 4.1.


Section 8.2                                      Management of
Business


The Limited Partner shall not take part in the
operation, management or control (within the meaning of the Delaware Act) of
the Partnership’s business, transact any business in the Partnership’s name or
have the power to sign documents for or otherwise bind the Partnership.


Section 8.3                                      Outside
Activities


The Limited Partner shall be entitled to and may have
business interests and engage in business activities in addition to those relating
to the Partnership, including business interests and activities in direct
competition with the Partnership. 
Neither the Partnership nor the General Partner shall have any rights by
virtue of this Agreement or the Partnership relationship created hereby in any
business ventures of the Limited Partner.


Section 8.4                                      Return of Capital


The Limited Partner shall not be entitled to the
withdrawal or return of its Capital Contribution, except to the extent, if any,
that distributions made pursuant to this Agreement or upon termination of the
Partnership may be considered as such by law and then only to the extent
provided for in this Agreement.


ARTICLE
IX


BOOKS,
RECORDS, ACCOUNTING AND REPORTS


Section 9.1                                      Books, Records
and Accounting


The General Partner shall keep or cause to be kept
books and records with respect to the Partnership’s business, which books and
records shall at all times be kept at the principal office of the
Partnership.  Any books and records
maintained by the Partnership in the regular course of its business, including
books of account and records of Partnership proceedings, may be kept on, or be
in the form of, punch cards, disks, magnetic tape, photographs, micrographics
or any other information storage device, provided that the records so kept are
convertible into clearly legible written form within a reasonable period of
time.  The books of the Partnership shall
be maintained, for financial reporting purposes, on the accrual basis, or on a
cash basis adjusted periodically to an accrual basis, as the General Partner
shall determine in its sole discretion, in accordance with generally accepted
accounting principles and applicable law.



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Section 9.2                                      Fiscal
Year


The fiscal year of the Partnership for financial
reporting purposes shall be the calendar year, unless the General Partner shall
determine otherwise in its sole discretion.


Section 9.3                                      Reports


(a)                                  As
soon as practicable, but in no event later than 90 days after the close of each
fiscal year, the General Partner shall deliver to the Limited Partner reports
containing financial statements of the Partnership for the fiscal year,
presented in accordance with generally accepted accounting principles,
including a balance sheet, statement of income, statement of Partners’ capital
and statement of changes in financial position, such statements to be audited
by a nationally recognized firm of independent public accountants selected by
the General Partner.


(b)                                 As
soon as practicable, but in no event later than 45 days after the close of each
calendar quarter, except the last calendar quarter of each fiscal year, the
General Partner shall deliver to the Limited Partner a quarterly report for the
calendar quarter containing such financial and other information as the General
Partner deems appropriate.


ARTICLE X


TRANSFER
OF PARTNERSHIP INTERESTS; SUCCESSOR PARTNERS


Section 10.1                                Transfer of Partnership
Interests


Neither Partner may transfer any of its Partnership
Interest unless (a) all of its Partnership Interest is being transferred and
the transferee assumes all of the rights and obligations of such Partner
hereunder, (b) the transfer is to an Affiliate of such Partner or is in
connection with a Partner’s merger or consolidation with, or a transfer of all
or substantially all of a Partner’s assets to, another Person, or the transfer
is approved by the other Partner, and (c) the Partnership receives an Opinion
of Counsel that such transfer would not result in the loss of limited liability
of the Limited Partner or cause the Partnership to be treated as an association
taxable as a corporation for federal income tax purposes.


Section 10.2                                Successor Partners


Any Person becoming a successor General Partner
pursuant to Section 11.1 or the proviso to Section 12.1 or the transferee of
the entire Partnership Interest of a Partner pursuant to Section 10.1 shall be
admitted to the Partnership as a successor Partner, effective as of the date an
amendment or restatement of the Certificate of Limited Partnership is filed
with the Secretary of State of the State of Delaware effecting such
substitution; provided, however, that no such
successor shall be so admitted until it has agreed in writing to assume the
former Partner’s obligations hereunder. 
This Agreement and the Certificate of Limited Partnership shall be
amended as appropriate to reflect the termination of the former Partner and the
admission of the successor Partner.



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ARTICLE
XI


WITHDRAWAL
OR REMOVAL OF THE GENERAL PARTNER


Section 11.1                                Withdrawal
or Removal of the General Partner


(a)           Subject to
regulatory approval, upon the withdrawal of the MLP General Partner from the
Limited Partner, the General Partner shall withdraw from the Partnership,
effective as of the date on which the MLP General Partner’s withdrawal is
effective.  If a successor MLP General
Partner is approved as permitted by Section 13.1(a) of the MLP Agreement, the
Person so approved (or its designated Affiliate) shall become the successor
General Partner.  If no successor MLP
General Partner is approved, the Partnership shall be dissolved pursuant to
Section 12.1.


(b)           The removal of the
MLP General Partner from the Limited Partner shall also constitute the removal
of the General Partner from the Partnership, effective as of the date on which
the MLP General Partner’s removal is effective. 
The Person approved as successor MLP General Partner (or its designated
Affiliate) shall become the successor General Partner.


Section 11.2                                Sale
of Former General Partner’s Interest


If any Person becomes a successor General Partner
pursuant to Sections 11.1 or 12.2 or the proviso to Section 12.1, such
successor shall purchase from the former General Partner, and the former
General Partner shall sell to such successor, the Partnership Interest of the
former General Partner for an amount in cash equal to the fair market value
thereof, determined as of the effective date of the departure of the former
General Partner.  Such fair market value
shall be determined by agreement between the former General Partner and its
successor or, failing agreement within 30 days after the date the successor
General Partner is so admitted, by a firm of independent appraisers jointly
selected by the former General Partner and its successor (or, if the former
General Partner and its successor cannot agree on the selection of such a firm
within 45 days after the date the successor General Partner is so admitted, by
a firm of independent appraisers selected by two firms, one of which will be
selected by the former General Partner and the other of which will be selected
by the successor).


ARTICLE
XII


DISSOLUTION
AND LIQUIDATION


Section 12.1                                Dissolution


The Partnership shall be dissolved, and its affairs
wound up, upon:


(a)           expiration of its
term as provided in Section 2.4;


(b)           withdrawal of the
General Partner pursuant to Section 11.1 (unless a Person becomes a successor
General Partner prior to or on the effective date of such withdrawal);



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(c)           bankruptcy or
dissolution of the General Partner, or any other event that results in the
General Partner ceasing to be a general partner in the Partnership (other than
by reason of a withdrawal or removal pursuant to Section 11.1 or a transfer
pursuant to Section 10.1);


(d)           an election by the
General Partner to dissolve the Partnership which is approved by the Limited
Partner; or


(e)           dissolution of the
Limited Partner (unless the Limited Partner (if a partnership) is continued or
reconstituted in accordance with its partnership agreement);


provided, however,
that the Partnership shall not be dissolved upon an event described in Section
12.1(b) if, within 90 days of such event, the Limited Partner agrees in writing
to continue the business of the Partnership and to the appointment of a
successor General Partner.


For purposes of this Section 12.1, bankruptcy of the
General Partner shall be deemed to have occurred when (i) it commences a
voluntary proceeding seeking liquidation, reorganization or other relief under
any bankruptcy, insolvency or other similar law now or hereafter in effect,
(ii) it seeks, consents to or acquiesces in the appointment of a trustee,
receiver or liquidator for it or for all or any substantial part of its
properties, (iii) it is adjudged a bankrupt or insolvent, or has entered
against it a final and nonappealable order for relief, under any bankruptcy,
insolvency or similar law now or hereafter in effect, (iv) it executes and
delivers a general assignment for the benefit of its creditors, (v) it files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against it in any involuntary proceeding of the
nature described in clause (i) above, or (vi)(1) any involuntary proceeding of
the nature described in clause (i) above has not been dismissed 120 days after
the commencement thereof or (2) the appointment without its consent or
acquiescence of a trustee, receiver or liquidator for it or for all or any
substantial part of its properties has not been vacated or stayed within 90
days of such appointment, or (3) such appointment has been stayed but is not
vacated within 90 days after the expiration of any such stay.


Section 12.2                                Reconstitution


Upon dissolution of the Partnership in accordance with
Sections 12.1(b) or (c), and a failure of all Partners to agree to continue the
business of the Partnership and to the appointment of a successor General
Partner as provided in the proviso to Section 12.1, then within 180 days after
the event described in Sections 12.1(b) or (c), the remaining Partners may
elect to reconstitute the Partnership and continue its business by forming a
new partnership on terms identical to those set forth in this Agreement and
having as a general partner a Person approved by such Partners.  Upon any such election by such Partners, all
Partners shall be bound thereby and shall be deemed to have consented
thereto.  Unless such an election is made
within such 180-day period, the Partnership shall conduct only activities
necessary to wind up its affairs.  If
such an election is made within such 180-day period, then (a) the reconstituted
partnership shall continue until the end of the term set forth in Section 2.4
unless earlier dissolved in accordance with this Article XII and (b) all necessary
steps shall be taken to cancel this Agreement and the Certificate of Limited
Partnership and to enter into a new partnership agreement and certificate of
limited partnership; provided that the right to reconstitute and to continue
the business of the Partnership shall not exist and may not be exercised unless
the Partnership has received an



 19
 






 



Opinion of Counsel that (i) the exercise of the right
would not result in the loss of limited liability of the Limited Partner and
(ii) neither the Partnership nor the reconstituted partnership would be treated
as an association taxable as a corporation for federal income tax purposes.


Section 12.3                                Liquidation


Upon dissolution of the Partnership, unless the
Partnership is reconstituted pursuant to Section 12.2, the General Partner, or
in the event the General Partner has withdrawn from the Partnership, been
removed or dissolved or become bankrupt (as defined in Section 12.1), a
liquidator or liquidating committee approved by the Limited Partner shall be
the liquidator of the Partnership (the “Liquidator”).  The Liquidator (if other than the General
Partner) shall be entitled to receive such compensation for its services as may
be approved by the Limited Partner.  The
Liquidator shall agree not to resign at any time without 15 days’ prior written
notice and (if other than the General Partner) may be removed at any time, with
or without cause, by notice of removal approved by the Limited Partner.  Upon dissolution, resignation or removal of
the Liquidator, a successor and substitute Liquidator (who shall have and
succeed to all rights, powers and obligations of the original Liquidator)
shall, within 30 days thereafter, be approved by the Limited Partner.  Except as expressly provided in this Article
XII, the Liquidator approved in the manner provided herein shall have and may
exercise, without further authorization or approval of any of the parties
hereto, all of the powers conferred upon the General Partner under the terms of
this Agreement (but subject to all of the applicable limitations, contractual
and otherwise, upon the exercise of such powers, other than the limitation on
sale set forth in Article XIV) to the extent appropriate or necessary in the
good faith judgment of the Liquidator to carry out the duties and functions of
the Liquidator hereunder for and during such period of time as shall be
reasonably required in the good faith judgment of the Liquidator to complete
the winding-up and liquidation of the Partnership as provided for herein.  The Liquidator shall liquidate the assets of
the Partnership and apply and distribute the proceeds of such liquidation in
the following order of priority, unless otherwise required by mandatory
provisions of applicable law:


(a)           to creditors of the
Partnership (including Partners); and


(b)           in accordance with
their respective Percentage Interests;


provided, however,
that the Liquidator may place in escrow a reserve of cash or other assets of
the Partnership for contingent liabilities in an amount determined by the
Liquidator to be appropriate for such purposes.


Section 12.4                                Distribution
in Kind


Notwithstanding the provisions of Section 12.3
requiring the liquidation of the assets of the Partnership, but subject to the
order of priorities set forth therein, if on dissolution of the Partnership the
Liquidator determines that an immediate sale of part or all of the Partnership’s
assets would be impractical or would cause undue loss to the Partners, the
Liquidator may, in its sole discretion, defer for a reasonable time the
liquidation of any assets except those necessary to satisfy liabilities of the
Partnership and may, in its sole discretion, distribute to the Partners, as
tenants in common, in lieu of cash, and as their interests may appear in
accordance with the



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provisions of Section 12.3(b), undivided interests in
such Partnership assets as the Liquidator deems not suitable for
liquidation.  Any distributions in kind
shall be subject to such conditions relating to the disposition and management
thereof as the Liquidator deems reasonable and equitable and to any joint
ownership agreements or other agreements governing the ownership and operation
of such properties at such time.  The
Liquidator shall determine the fair market value of any property distributed in
kind using such reasonable method of valuation as it may adopt.


Section 12.5                                Cancellation
of Certificate of Limited Partnership


Upon the completion of the distribution of Partnership
property pursuant to Sections 12.3 and 12.4, the Partnership shall be
terminated, and the Liquidator (or the Limited Partner if necessary) shall
cause the cancellation of the Certificate of Limited Partnership and all
qualifications of the Partnership as a foreign limited partnership in
jurisdictions other than the State of Delaware and shall take such other
actions as may be necessary to terminate the Partnership.


Section 12.6                                Return
of Capital


The General Partner shall not be personally liable for
the return of the Capital Contributions of the Limited Partner, or any portion
thereof, it being expressly understood that any such return shall be made
solely from Partnership assets.


Section 12.7                                Waiver
of Partition


Each Partner hereby waives any rights to partition of
the Partnership property.


ARTICLE
XIII


AMENDMENT
OF PARTNERSHIP AGREEMENT


Section 13.1                                Amendments
Which May Be Adopted Solely by the General Partner


The General Partner may amend any provision of this
Agreement without the consent of the Limited Partner, and may execute, swear
to, acknowledge, deliver, file and record whatever documents may be required in
connection therewith, to reflect:


(a)           a change in the name
of the Partnership, in the location of the principal place of business of the
Partnership or in the registered office or registered agent of the Partnership;


(b)           a change that the
General Partner deems appropriate or necessary to (i) qualify, or continue the
qualification of, the Partnership as a limited partnership (or a partnership in
which the Limited Partner has limited liability) under the laws of any state or
jurisdiction or (ii) ensure that the Partnership will not be treated as an
association taxable as a corporation for federal income tax purposes;



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(c)           a change that the
General Partner in its sole discretion deems appropriate or necessary to
satisfy any requirements, conditions or guidelines contained in any order, rule
or regulation of any federal or state agency or contained in any federal or
state statute;


(d)           a change that is
appropriate or necessary, as determined by an Opinion of Counsel, to prevent
the Partnership, the General Partner, its Affiliates and their respective
directors and officers from in any manner being subjected to the provisions of
the Investment Company Act of 1940, as amended, the Investment Advisers Act of
1940, as amended, or “plan asset” regulations adopted under the Employee
Retirement Income Security Act of 1974, as amended, whether or not
substantially similar to plan asset regulations currently applied or proposed
by the United States Department of Labor;


(e)           a change that is
required or contemplated by any provision of this Agreement, including, without
limitation, Section 10.2;


(f)            a change that in
the good faith opinion of the General Partner does not adversely affect the
Limited Partner in any material respect; or


(g)           any changes or
events similar to the foregoing.


Section 13.2                                Other
Amendments


Amendments to this Agreement (other than amendments
adopted pursuant to Section 13.1) shall be effective only when approved by both
Partners.


ARTICLE
XIV


SALE OF
ALL ASSETS


Without the prior approval of the Limited Partner, the
General Partner shall not, acting on behalf of the Partnership, sell or
otherwise dispose of, or consent to the sale or other disposition of, all or
substantially all of the assets owned directly or indirectly by the Partnership.


ARTICLE
XV


GENERAL
PROVISIONS


Section 15.1                                Opinions
Regarding Taxation as a Partnership


Notwithstanding any other provisions of this
Agreement, the requirement, as a condition to any action proposed to be taken
under this Agreement, that the Partnership receive an Opinion of Counsel that
the proposed action would not result in the Partnership being treated as an
association taxable as a corporation for federal income tax purposes (a) shall
not be applicable to the extent that the Partnership is at such time treated in
all material respects as an association taxable as a corporation for federal
income tax purposes and (b) shall be deemed satisfied by an Opinion of Counsel
containing conditions, limitations and qualifications which are acceptable to
the General Partner in its sole discretion.



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Section 15.2           Address and Notices


Any notice to the Partnership, the General Partner or
the Limited Partner shall be deemed given if received by it in writing at the
principal office of the Partnership designated pursuant to Section 2.3.


Section 15.3                                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 15.4                                Binding
Effect


This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.


Section 15.5                                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 15.6                                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 waiver of any such breach or any other covenant, duty, agreement or
condition.


Section 15.7                                Counterparts


This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
both of the parties hereto.  Each party
shall become bound by this Agreement immediately upon affixing its signature
hereto.


Section 15.8                                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 15.9                                Applicable
Law


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



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


	
  

  	
  MAINLINE L.P., as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MAINLINE GP, INC., as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Wallace

  	
   

  
	
   

  	
  Name:

  	
  Robert B. Wallace

  
	
   

  	
  Title:

  	
  Senior Vice President,

  
	
   

  	
   

  	
  Finance and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  BUCKEYE PARTNERS, L.P.,

  
	
   

  	
  as Limited Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BUCKEYE GP LLC,

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen C. Muther

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President—

  Administration and Secretary

  
						



 


 


SIGNATURE PAGE


[Amended and Restated Agreement
of Limited Partnership of Buckeye Pipe Line Company, L.P.]