Exhibit 10.2




 





AMENDED AND RESTATED AGREEMENT


OF


LIMITED PARTNERSHIP


OF


BUCKEYE PARTNERS, 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

  	
  7

  
	
  Section 2.2

  	
  Name

  	
  8

  
	
  Section 2.3

  	
  Principal
  Office; Registered Office

  	
  8

  
	
  Section 2.4

  	
  Power of
  Attorney

  	
  8

  
	
  Section 2.5

  	
  Term

  	
  9

  
	
  Section 2.6

  	
  Organizational
  Limited Partner

  	
  9

  
	
  Section 2.7

  	
  Organizational Certificate

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
   

  
	
   

  	
   

  
	
  PURPOSE

  	
   

  
	
   

  	
   

  
	
  Section 3.1

  	
  Purpose

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
   

  
	
   

  	
   

  
	
  CAPITAL
  CONTRIBUTIONS; PURCHASES PURSUANT

  	
   

  
	
  TO
  PURCHASE AGREEMENTS; ADDITIONAL ISSUANCES

  	
   

  
	
   

  	
   

  
	
  Section 4.1

  	
  General Partner
  Contributions

  	
  10

  
	
  Section 4.2

  	
  Limited Partner
  Contributions

  	
  10

  
	
  Section 4.3

  	
  Issuances of
  Additional LP Units and Other Securities

  	
  10

  
	
  Section 4.4

  	
  No Preemptive
  Rights

  	
  11

  
	
  Section 4.5

  	
  No Interest

  	
  11

  
	
  Section 4.6

  	
  Loans from
  Partners

  	
  11

  
	
  Section 4.7

  	
  No Withdrawal

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
   

  
	
   

  	
   

  
	
  CAPITAL
  ACCOUNTS; DISTRIBUTIONS

  	
   

  
	
   

  	
   

  
	
  Section 5.1

  	
  Capital Accounts

  	
  12

  
	
  Section 5.2

  	
  Distributions in Respect of Units

  	
  15

  



 



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  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  INCOME
  TAX MATTERS

  	
   

  
	
   

  	
   

  
	
  Section 6.1

  	
  Tax Allocations

  	
  15

  
	
  Section 6.2

  	
  Preparation of
  Tax Returns

  	
  16

  
	
  Section 6.3

  	
  Tax Elections

  	
  16

  
	
  Section 6.4

  	
  Tax
  Controversies

  	
  16

  
	
  Section 6.5

  	
  Withholding

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
   

  
	
   

  	
   

  
	
  MANAGEMENT
  AND OPERATION OF BUSINESS; INDEMNIFICATION

  	
   

  
	
   

  	
   

  
	
  Section 7.1

  	
  Powers of
  General Partner

  	
  17

  
	
  Section 7.2

  	
  Duties of
  General Partner

  	
  18

  
	
  Section 7.3

  	
  Reliance by
  Third Parties

  	
  19

  
	
  Section 7.4

  	
  Compensation and
  Reimbursement of the General Partner

  	
  19

  
	
  Section 7.5

  	
  Purchase or Sale
  of LP Units and Other Partnership Securities

  	
  19

  
	
  Section 7.6

  	
  Certain
  Undertakings Relating to the Separateness of the Partnership

  	
  20

  
	
  Section 7.7

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

  	
  21

  
	
  Section 7.8

  	
  Tax Basis and
  Value Determinations

  	
  23

  
	
  Section 7.9

  	
  Resolution of
  Conflicts of Interest; Standard of Care

  	
  23

  
	
  Section 7.10

  	
  Treatment of
  Incentive Compensation Agreement

  	
  24

  
	
  Section 7.11

  	
  Other Matters
  Concerning the General Partner

  	
  25

  
	
  Section 7.12

  	
  Limited Liability; Indemnification

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  
	
   

  	
   

  
	
  RIGHTS
  AND OBLIGATIONS OF LIMITED PARTNERS

  	
   

  
	
   

  	
   

  
	
  Section 8.1

  	
  Limitation of
  Liability

  	
  27

  
	
  Section 8.2

  	
  Management of
  Business

  	
  27

  
	
  Section 8.3

  	
  Outside
  Activities

  	
  27

  
	
  Section 8.4

  	
  Return of
  Capital

  	
  27

  
	
  Section 8.5

  	
  Rights of Limited Partners Relating to the Partnership

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
   

  
	
   

  	
   

  
	
  BOOKS,
  RECORDS, ACCOUNTING AND REPORTS

  	
   

  
	
   

  	
   

  
	
  Section 9.1

  	
  Books, Records
  and Accounting

  	
  28

  
	
  Section 9.2

  	
  Fiscal Year

  	
  29

  
	
  Section 9.3

  	
  Reports

  	
  29

  



 



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  ARTICLE X

  	
   

  
	
   

  	
   

  
	
  ISSUANCE
  OF LP CERTIFICATES; TRANSFER AND EXCHANGE OF LP UNITS

  	
   

  
	
   

  	
   

  
	
  Section 10.1

  	
  Initial Issuance
  of LP Certificates

  	
  29

  
	
  Section 10.2

  	
  Registration,
  Registration of Transfer and Exchange

  	
  29

  
	
  Section 10.3

  	
  Mutilated,
  Destroyed, Lost or Stolen LP Certificates

  	
  30

  
	
  Section 10.4

  	
  Persons Deemed Owners

  	
  30

  
	
   

  	
   

  
	
  ARTICLE
  XI

  	
   

  
	
   

  	
   

  
	
  TRANSFER
  OF GP UNITS

  	
   

  
	
   

  	
   

  
	
  Section 11.1

  	
  Transfer of GP
  Units

  	
  31

  
	
  Section 11.2

  	
  Successor General Partner

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XII

  	
   

  
	
   

  	
   

  
	
  ADMISSION
  OF INITIAL, SUBSTITUTED AND ADDITIONAL

  	
   

  
	
  LIMITED
  PARTNERS AND SUCCESSOR GENERAL PARTNER

  	
   

  
	
   

  	
   

  
	
  Section 12.1

  	
  Admission of
  Initial Limited Partners

  	
  31

  
	
  Section 12.2

  	
  Admission of
  Substituted Limited Partners

  	
  31

  
	
  Section 12.3

  	
  Admission of
  Successor General Partner

  	
  32

  
	
  Section 12.4

  	
  Admission of
  Additional Limited Partners

  	
  32

  
	
  Section 12.5

  	
  Amendment of Agreement and Certificate of Limited
  Partnership

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XIII

  	
   

  
	
   

  	
   

  
	
  WITHDRAWAL
  OR REMOVAL OF THE GENERAL PARTNER

  	
   

  
	
   

  	
   

  
	
  Section 13.1

  	
  Withdrawal or
  Removal of the General Partner

  	
  32

  
	
  Section 13.2

  	
  Sale of Former General Partner’s Interest

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XIV

  	
   

  
	
   

  	
   

  
	
  DISSOLUTION
  AND LIQUIDATION

  	
   

  
	
   

  	
   

  
	
  Section 14.1

  	
  Dissolution

  	
  34

  
	
  Section 14.2

  	
  Reconstitution

  	
  35

  
	
  Section 14.3

  	
  Liquidation

  	
  35

  
	
  Section 14.4

  	
  Distribution in
  Kind

  	
  36

  
	
  Section 14.5

  	
  Cancellation of
  Certificate of Limited Partnership

  	
  36

  
	
  Section 14.6

  	
  Return of Capital

  	
  36

  
	
  Section 14.7

  	
  Waiver of
  Partition

  	
  37

  
	
  Section 14.8

  	
  Certain Prohibited Acts

  	
  37

  



 



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  ARTICLE XV

  	
   

  
	
   

  	
   

  
	
  AMENDMENT
  OF PARTNERSHIP AGREEMENT

  	
   

  
	
   

  	
   

  
	
  Section 15.1

  	
  Amendments Which
  May be Adopted Solely by the General Partner

  	
  37

  
	
  Section 15.2

  	
  Other Amendments

  	
  38

  
	
  Section 15.3

  	
  Amendment Requirements

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XVI

  	
   

  
	
   

  	
   

  
	
  MEETINGS

  	
   

  
	
   

  	
   

  
	
  Section 16.1

  	
  Meetings

  	
  39

  
	
  Section 16.2

  	
  Record Date

  	
  39

  
	
  Section 16.3

  	
  Conduct of
  Meeting

  	
  39

  
	
  Section 16.4

  	
  Action Without a Meeting

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XVII

  	
   

  
	
   

  	
   

  
	
  CERTAIN
  RESTRICTIONS

  	
   

  
	
   

  	
   

  
	
  Section 17.1

  	
  Additional Units

  	
  40

  
	
  Section 17.2

  	
  Certain
  Amendments

  	
  40

  
	
  Section 17.3

  	
  Sale of Assets

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XVIII

  	
   

  
	
   

  	
   

  
	
  RIGHT
  TO PURCHASE UNITS

  	
   

  
	
   

  	
   

  
	
  Section 18.1

  	
  Right to
  Purchase Units

  	
  41

  
	
  Section 18.2

  	
  Notice of
  Election to Purchase

  	
  41

  
	
  Section 18.3

  	
  Purchase and Transfer of Units

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XIX

  	
   

  
	
   

  	
   

  
	
  GENERAL
  PROVISIONS

  	
   

  
	
   

  	
   

  
	
  Section 19.1

  	
  Opinions
  Regarding Taxation as a Partnership

  	
  42

  
	
  Section 19.2

  	
  Personal
  Property

  	
  42

  
	
  Section 19.3

  	
  Addresses and
  Notices

  	
  42

  
	
  Section 19.4

  	
  Headings

  	
  42

  
	
  Section 19.5

  	
  Binding Effect

  	
  42

  
	
  Section 19.6

  	
  Integration

  	
  42

  
	
  Section 19.7

  	
  Waiver

  	
  43

  
	
  Section 19.8

  	
  Counterparts

  	
  43

  
	
  Section 19.9

  	
  Severability

  	
  43

  
	
  Section 19.10

  	
  Applicable Law

  	
  43

  



 



 iv














 


AMENDED AND RESTATED AGREEMENT


OF


LIMITED PARTNERSHIP


OF


BUCKEYE PARTNERS, L.P.


THIS AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP, dated as of August 9, 2006 (the “Agreement”), is entered into by
and among Buckeye GP LLC, a Delaware limited liability company (together with
any successor in its capacity as general partner of the Partnership, the “General
Partner”), and the additional Persons that are or become Partners of the
Partnership as provided herein.


BACKGROUND


On December 31, 1998, Buckeye Management Company
assigned and transferred certain assets and liabilities, including all of its
GP Units (as defined in Article I below), to Buckeye Pipe Line Company. Buckeye
Pipe Line Company accepted the transfer of those certain assets and liabilities
and the GP Units, became the general partner of Buckeye Partners, L.P., and
entered into the Amended and Restated Agreement of Limited Partnership, dated
as of December 31, 1998, which was further amended and restated as of
April 24, 2002 (as so amended, the “Prior Partnership Agreement”).


On May 4, 2004, Buckeye Management Company and Buckeye
Pipe Line Company converted from Delaware corporations to Delaware limited
liability companies. In connection with such conversion, Buckeye Management
Company changed its name to Buckeye Management Company LLC, and Buckeye Pipe
Line Company changed its name to Buckeye Pipe Line Company LLC (the “Former GP”).


In accordance with Section 11.1 of the Prior
Partnership Agreement, the Former GP assigned and transferred certain assets
and liabilities, including all of its GP Units, to the General Partner pursuant
to a Contribution, Assignment and Assumption Agreement dated December 15, 2004.
The General Partner accepted the transfer of those certain assets and
liabilities and the GP Units, and became the general partner of Buckeye
Partners, L.P.  The Partners continued
Buckeye Partners, L.P. without dissolution and amended and restated the Prior
Partnership Agreement (as amended and restated, the “2004 Agreement”).


This Agreement amends the 2004 Agreement to provide
that a Partnership Interest includes the general partner interest in the
Partnership evidenced by the Incentive Compensation Agreement and that any
incentive compensation payments pursuant to the Incentive Compensation
Agreement will be deemed to be distributions in respect of a Partnership
Interest and to make certain additional modifications in connection with
MainLine L.P. becoming the general partner of the Operating Partnerships.



 1
 






 



 


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 7.6, 7.7 and 7.9, neither
the Partnership nor any of the Operating Partnerships nor any of their
respective 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.


“Agent” has the meaning specified in Section 2.4


“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,
and, as the context requires, as supplemented by the Incentive Compensation
Agreement.


“Audit Committee” means a committee of the Board of
Directors of the General Partner composed entirely of three or more directors
who meet the independence, qualification and experience requirements of the New
York Stock Exchange, and two of whom are also S&P Independent Directors.


“BMC” means Buckeye Management Company LLC, a Delaware
limited liability company.


“Business Day” means any day other than a Saturday, a
Sunday, or a legal holiday recognized as such by the Government of the United
States or the State of New York.


“Capital Accounts” mean the capital accounts
maintained with respect to Partnership Interests pursuant to Section 5.1(a).


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


“Carrying Value” means (a) with respect to Contributed
Property, the Agreed Value of such property reduced as of the time of
determination (but not below zero) by (i) all depreciation, cost recovery and
amortization deductions charged to the Capital Accounts pursuant to Section
5.1(a) with respect to such property and (ii) an appropriate amount to reflect
any sales,



 2
 






 



retirements and other dispositions of assets included
in such property, and (b) with respect to any other property, the adjusted
basis of such property for federal income tax purposes as of the time of
determination, in any case as may be adjusted from time to time pursuant to
Section 5.1(e).


“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
2.7, as amended or 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 in exchange for Units (or any
transferee of such Units).


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


“Designated Expenses” mean 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 Group (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 7.12(b), (b) severance costs not
permitted to be reimbursed pursuant to the Management Agreements in connection
with the withdrawal of the General Partner, or (c) 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.


“Effective Date” means the date of this Agreement.


“Eighty Percent Interest” means Limited Partners
holding an aggregate of at least 80% of the outstanding LP Units.


“ESOP” means the Buckeye Pipe Line Services Company
Employee Stock Ownership Plan Trust, as amended.


“ESOP Loan” means the loan to the ESOP due March 28,
2011 in the original principal amount of $44,133,600, and shall include any
loans refinancing such loan.


“Exchange Act” means the Securities Exchange Act of
1934, as amended from time to time, and any successor to such statute.


“Exchange Agreement” means the Fourth Amended and
Restated Exchange Agreement, dated as of August 9, 2006, among Holdco, the
General Partner, the Partnership, the OLP GP, and each of the Operating
Partnerships, as amended or restated from time to time.


“General Partner” has the meaning specified in the
first paragraph.



 3
 






 



“GP Unit” means a Partnership Interest issued pursuant
to Section 4.1 and representing a general partner’s interest in the
Partnership.


“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, but excluding Buckeye GP LLC, MainLine GP Inc., the OLP GP,
and the Partnership Group.


“Incentive Compensation Agreement” means the Fifth
Amended and Restated Incentive Compensation Agreement, dated as of August 9,
2006 between the Partnership and the General Partner.  The Incentive Compensation Agreement
supplements this Agreement.


“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.


“Issue Price” means the price at which a Unit is
purchased from the Partnership.


“Limited Partner” means any limited partner of the
Partnership.


“Liquidator” has the meaning specified in Section
14.3.


“LP Certificate” means a certificate issued by the
Partnership, substantially in the form of Annex A to this Agreement, evidencing
ownership of one or more LP Units.


“LP Unit” means a Partnership Interest issued pursuant
to Sections 4.2 or 4.3 and representing a limited partner’s interest in the
Partnership.


“Majority Interest” means Limited Partners holding an
aggregate of more than 50% of the outstanding LP Units.


“Management Agreements” mean the amended and restated
management agreements, dated as of August 9, 2006 pursuant to which the OLP GP
manages the Operating Partnerships, in each case as amended or restated from
time to time.


“NASDAQ” means the National Association of Securities
Dealers Automated Quotation System.


“National Securities Exchange” means an exchange
registered with the Securities and Exchange Commission under Section 6(a) of
the Exchange Act.


“Net Agreed Value” means (a) in the case of 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, (b) in the case of any property distributed to a Partner pursuant
to Sections 



 4
 






 



5.2, 14.3 or 14.4, the fair market value of such
property at the time of such distribution reduced by any indebtedness either
assumed by such Partner upon such distribution or to which such property is
subject at the time of distribution.


“OLP GP” means MainLine L.P., in its capacity as the general
partner of the Operating Partnerships and in its capacity as manager of the
Operating Partnerships pursuant to the Management Agreements, and any
successors to MainLine L.P. as such general partner and manager.


“Operating Partnership Agreements” mean the amended
and restated agreements of limited partnership, dated as of August 9, 2006,
governing the rights and obligations of the partners of the Operating
Partnerships and certain related matters, as amended or restated from time to
time.


“Operating Partnerships” means, collectively, 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, and each other current or future subsidiary of the Partnership
which is managed by the General Partner or the OLP GP pursuant to its
organizational documents or any other contractual arrangement with the General
Partner or the OLP GP.


“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.


“Organizational Limited Partner” means Pennsylvania
Company, a Delaware corporation, acting as the organizational limited partner
pursuant to this Agreement.


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


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


“Partnership Group” means the Partnership, the
Operating Partnerships and any subsidiary of any such entity, treated as a
single consolidated entity.


“Partnership Interest” means a general partner’s or
limited partner’s interest in the Partnership, including the general partner
interest in the Partnership evidenced by the Incentive Compensation Agreement.


“Partnership Securities” has the meaning specified in
Section 4.3.


“Percentage Interest” means, with respect to any
Partner, the number of Units held by such Partner divided by the number of
Units outstanding.


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


“Prior Partnership Agreement” has the meaning
specified in the first paragraph of “Background.”



 5
 






 



“Recapture Income” means any gain recognized by the
Partnership upon the disposition of any asset of the Partnership that is not a
capital gain due to the recapture of certain deductions previously taken with
respect to such asset.


“Record Date” means the date established by the
General Partner for determining the identity of Limited Partners entitled (a)
to notice of or to vote at any meeting of Limited Partners, to vote by ballot
or approve Partnership action in writing without a meeting or to exercise
rights in respect of any other lawful action of Limited Partners, or (b) to
receive any report or distribution.


“Record Holder” or “Holder” of (a) any LP Unit means
the Person in whose name such Unit is registered in the Units Register or (b)
any GP Unit means the General Partner.


“S&P Independent Director” means a duly appointed
member of the Audit Committee who was not, at the time of such appointment or
at any time in the preceding five years, (a) a direct or indirect legal or
beneficial owner of interests in the Partnership or any of its Affiliates
(excluding de minimis ownership interests, including ownership interests in
limited partnership units, in publicly traded entities), (b) a creditor,
supplier, employee, officer, director (other than a director of the General
Partner or Services Company), family member, manager, member or contractor of
the Partnership or its Affiliates, or (c) a person who controls (whether
directly, indirectly or otherwise) the Partnership or its Affiliates or any
creditor, supplier, employee, officer, director (other than a director of the
General Partner or Services Company), manager, member or contractor of the
Partnership or its Affiliates; provided, however,
that service by a director as a director of Buckeye Pipe Line Company LLC at or
prior to December 15, 2004 shall not prevent a member of the Board of Directors
from being a S&P Independent Director. 
For the purposes of the definition of “S&P Independent Director,”
Buckeye GP LLC, MainLine GP Inc., the OLP GP, and the Partnership Group shall
be deemed to be Affiliates of Holdco.


“Securities Act” means the Securities Act of 1933, as
amended from time to time, and any successor to such statute.


“Services Agreement” means the Services Agreement,
dated as of December 15, 2004, between the Partnership, the Operating
Partnerships, Wood River Pipe Lines LLC, Buckeye Terminals, LLC and Services
Company, as amended or supplemented from time to time.


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


“Special Approval” means approval by a majority of the
members of the Audit Committee.


“Time of Delivery” means December 23, 1986.


“Transfer Agent” means the bank, trust company or
other Person appointed from time to time by the Partnership to act as successor
transfer agent and registrar for LP Units.


“Two-Thirds Interest” means Limited Partners holding
an aggregate of at least two-thirds of the outstanding LP Units.



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“Unit” means a GP Unit or an LP Unit.


“Unit Price” of a Unit means, as of any date of
determination, (a) if such Unit is one of a class of Units listed or admitted
to trading on a National Securities Exchange, the average of the last reported
sales prices per Unit regular way or, in case no such reported sale takes place
on any such day, the average of the last reported bid and asked prices per Unit
regular way, in either case on the principal National Securities Exchange on
which such class of Units is listed or admitted to trading (or, if such class
of Units is listed or admitted to trading on the New York Stock Exchange, on
the New York Stock Exchange Composite Tape), for the five trading days
immediately preceding the date of determination; (b) if such Unit is not of a
class of Units listed or admitted to trading on a National Securities Exchange
but is of a class quoted by NASDAQ, the average of the last reported sales
prices per Unit or, in case no such reported sale takes place on any such day
or in case last reported sales prices are not quoted by NASDAQ, the average of
the last bid and asked prices per Unit, for the five trading days immediately
preceding such date of determination, as furnished by the National Quotation
Bureau Incorporated or such other nationally recognized quotation service as
may be selected by the General Partner for such purpose, if said Bureau is not
at the time furnishing quotations; or (c) if such Unit is not of a class of
Units listed for trading on a National Securities Exchange or quoted by NASDAQ,
an amount equal to the fair market value of such Unit as of such date of
determination, as determined by the General Partner using any reasonable method
of valuation it may select.


“Units Register” has the meaning specified in Section
10.2.


“Unrealized Gain” attributable to a Partnership
property means, as of any date of determination, the excess, if any, of the
fair market value of such property as of such date of determination over the
Carrying Value of such property as of such date of determination (prior to any
adjustment to be made pursuant to Section 5.1(e) as of such date).


“Unrealized Loss” attributable to a Partnership
property means, as of any date of determination, the excess, if any, of the
Carrying Value of such property as of such date of determination (prior to any
adjustment to be made pursuant to Section 5.1(e) as of such date) over the fair
market value of such property as of such date of determination.


ARTICLE
II


ORGANIZATIONAL
MATTERS


Section 2.1                                      Formation


BMC and the Organizational Limited Partner originally
formed the Partnership as a limited partnership pursuant to the provisions of
the Delaware Act.  The General Partner,
pursuant to the authority contained in Article XV of this Agreement, does
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.



 7
 






 



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 Partners,
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 each Limited Partner or otherwise complying with the laws
of any jurisdiction that so requires.


Section 2.3                                      Principal Office;
Registered Office


(a)                                  The
principal office of the Partnership shall be 5002 Buckeye Road, 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 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                                      Power of Attorney


(a)                                  Each
Limited Partner hereby constitutes and appoints the General Partner or, if a
Liquidator shall have been selected pursuant to Section 14.3, the Liquidator,
with full power of substitution, as such Limited Partner’s true and lawful
agent and attorney-in-fact (“Agent”), with full power and authority in such
Limited Partner’s name, place and stead to:


(i)                                     execute,
swear to, acknowledge, deliver, file and record in the appropriate public
offices (A) all certificates, documents and other instruments (including,
without limitation, this Agreement and the Certificate of Limited Partnership
and any amendments or restatements thereof) which the Agent deems appropriate
or necessary to form or qualify, or continue the existence or qualification of,
the Partnership as a limited partnership (or a partnership in which the Limited
Partners have limited liability) under the laws of any state or jurisdiction;
(B) all certificates, documents and other instruments which the Agent deems
appropriate or necessary to reflect any amendments, changes or modifications of
this Agreement in accordance with its terms; (C) all conveyances and other
documents or instruments which the Agent deems appropriate or necessary to
reflect the dissolution and liquidation of the Partnership pursuant to the
terms of this Agreement; (D) all certificates, documents and other instruments
relating to the admission, substitution, withdrawal or removal of any Partner
pursuant to Articles XII,  XIII or XIV
and other events described in Articles XII, XIII or XIV; and (E) all
certificates, documents and other instruments (including, without limitation,
this Agreement and the Certificate of Limited Partnership and any amendments or



 8
 






 



 


restatements thereof) relating to the determination of the rights,
preferences and privileges of any class or series of Units issued pursuant to
Section 4.4; and


(ii)                                  execute,
swear to, acknowledge and file all ballots, consents, approvals, waivers,
certificates, documents and other instruments which the Agent deems appropriate
or necessary in order to make, evidence, give, confirm or ratify any vote, consent,
approval, agreement or other action which is made or given by the Partners
hereunder, is deemed to be made or given by the Partners hereunder, is
consistent with the terms of this Agreement or is deemed by the Agent to be
appropriate or necessary to effectuate the terms or intent of this Agreement or
the purposes of the Partnership; provided, however, that, if any vote or
approval of Limited Partners is specifically required for an action by any
provision of this Agreement, the Agent may exercise the power of attorney made
in this subsection (ii) to take such action only after such vote or approval is
obtained.


(b)                                 The
foregoing power of attorney is hereby declared to be irrevocable and a power
coupled with an interest, and it shall survive and not be affected by the
subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy
or termination of any Limited Partner and the transfer of all or any portion of
such Limited Partner’s Units and shall extend to such Limited Partner’s heirs,
transferees, successors, assigns and personal representatives.  Each Limited Partner hereby agrees to be
bound by any representations made by the Agent acting in good faith pursuant to
such power of attorney; and each Limited Partner hereby waives any and all
defenses which may be available to contest, negate or disaffirm the action of
the Agent taken in good faith pursuant to such power of attorney.  Each Limited Partner shall execute and
deliver to the Agent, within 15 days after receipt of the Agent’s request
therefor, such further designations, powers of attorney and other instruments
as the Agent deems appropriate or necessary to effectuate the terms or intent
of this Agreement or the purposes of the Partnership.


Section 2.5                                      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
XIV.


Section 2.6                                      Organizational
Limited Partner


At and as of the Time of Delivery, the Partnership
interest of the Organizational Limited Partner was terminated and the
Partnership Interest of BMC was as described in Section 4.1.


Section 2.7                                      Organizational
Certificate


The General Partner shall cause to be filed such
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 any 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 Partners have
limited liability) under the laws of Delaware and any other state in which the
Partnership may elect to do



 9
 






 



business. 
Subject to applicable law, the General Partner may omit from the
Certificate of Limited Partnership and any such other certificates and
documents, and from all amendments thereto, the names and addresses of the
Limited Partners and information relating to the Capital Contributions and
shares of profits and compensation of the Limited Partners, or state such
information in the aggregate rather than with respect to each individual
Limited Partner.


ARTICLE
III


PURPOSE


Section 3.1                                      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.


ARTICLE
IV


CAPITAL
CONTRIBUTIONS; PURCHASES PURSUANT

TO PURCHASE AGREEMENTS; ADDITIONAL ISSUANCES


Section 4.1                                      General Partner
Contributions


(a)                                  At
and as of the Time of Delivery, BMC contributed to the Partnership, in exchange
for 121,212 GP Units (i.e., a 1% Percentage Interest), an amount equal to
$2,424,240.


(b)                                 Following
the Time of Delivery, whenever a Limited Partner makes a Capital Contribution
to the Partnership pursuant to Section 4.3, the General Partner shall
contribute to the Partnership, in exchange for a number of GP Units equal to
1/99th of the total number of LP Units then being purchased, Contributed
Property (which may include LP Units) having a Net Agreed Value equal to 1/99th
of the aggregate Net Agreed Value of all Capital Contributions to the
Partnership then being made pursuant to Section 4.3, unless the General Partner
receives an Opinion of Counsel that the failure to make such additional Capital
Contribution would not result in the Partnership or any of the Operating
Partnerships being treated as an association taxable as a corporation for
federal income tax purposes.


Section 4.2                                      Limited Partner
Contributions


At and as of the Time of Delivery, each underwriting
firm which entered into an underwriting agreement with the Partnership
contributed to the Partnership, in exchange for the number of LP Units
specified therein an amount in cash equal to the Issue Price for such LP Units
(as specified in such underwriting agreement) multiplied by the number of LP
Units being so purchased.


Section 4.3                                      Issuances of
Additional LP Units and Other Securities


(a)                                  The
General Partner is hereby authorized to cause the Partnership to issue, in
addition to the LP Units issued pursuant to Section 4.2, additional LP Units,
or classes or series thereof, or options, rights, warrants or appreciation
rights relating thereto or any other type of


 



 10














 


equity security that the Partnership may lawfully issue, any secured or
unsecured debt obligations of the Partnership, or debt obligations of the
Partnership convertible into any class or series of equity securities of the
Partnership (collectively, “Partnership Securities”), for any Partnership
purpose, at any time or from time to time, to Partners or to other Persons
(including, without limitation, to employee benefit plans sponsored by the
General Partner, the Partnership, any of the Operating Partnerships or any of
their respective Affiliates), for such consideration and on such terms and
conditions, and entitling the holders thereof to such relative rights and
powers, as shall be established by the General Partner in its sole discretion,
all without the approval of any Limited Partners, except as provided in Section
17.1.


(b)                                 Without
limiting the generality of the foregoing (but subject to the provisions of
Section 17.1), the additional Partnership Securities to be issued by the
Partnership under this Section 4.3 may contain provisions with respect to (i)
the allocation of items of Partnership income, gain, loss, deduction and
credit; (ii) the right to share in Partnership distributions; (iii) rights upon
dissolution and liquidation of the Partnership; (iv) whether any such issue of
Partnership Securities may be acquired by the Partnership, by purchase,
redemption or otherwise,  and if so, the
price at which, and the terms and conditions upon which, such Partnership Securities
may be purchased, redeemed or otherwise acquired by the Partnership; (v) the
conversion rights applicable to any such issue of Partnership Securities, and
if so, the rate at which, and the terms and conditions upon which, such
Partnership Securities may be converted into any other class or series of
Partnership Securities; (vi) the terms and conditions upon which any such
Partnership Securities will be issued, assigned, or transferred; and (vii) the
right, if any, of the holders of any such issue of Partnership Securities to
vote on Partnership matters.


(c)                                  The
General Partner is hereby authorized and directed to do all acts which it deems
appropriate or necessary in connection with each issuance of Units or other
securities by the Partnership and to amend this Agreement in any manner which
it deems appropriate or necessary to provide for each such issuance, to admit
additional limited partners in connection therewith and to specify the relative
rights, powers and duties of the holders of the Units or other securities being
so issued, all without the approval of any Limited Partners, except as provided
in Section 17.1.


Section 4.4                                      No Preemptive
Rights


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


Section 4.5                                      No Interest


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


Section 4.6                                      Loans from
Partners


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



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Section 4.7                                      No Withdrawal


No Partner shall be entitled to withdraw any part of
its Capital Contributions or its Capital Account or to receive any
distributions from the Partnership except as provided in this Agreement as
supplemented by the Incentive Compensation Agreement.


ARTICLE V


CAPITAL
ACCOUNTS; DISTRIBUTIONS


Section 5.1                                      Capital Accounts


(a)                                  The
Partnership shall maintain for each Partner a separate Capital Account with
respect to its Partnership Interests in accordance with the regulations issued
pursuant to Section 704 of the Code.  The
Capital Account of any Partner shall be increased by (i) the Net Agreed Value
of all Capital Contributions made by such Partner in exchange for its
Partnership Interest and (ii) all items of income and gain computed in
accordance with Section 5.1(b) and allocated to such Partner pursuant to
Section 5.1(c) and reduced by (iii) the Net Agreed Value of all distributions
of cash or property made to such Partner with respect to its Partnership
Interest and (iv) all items of deduction and loss computed in accordance with
Section 5.1(b) and allocated to such Partner pursuant to Section 5.1(c).


(b)                                 For
purposes of computing the amount of each item of income, gain, loss or
deduction to be reflected in the Capital Accounts, the determination,
recognition and classification of such item shall be the same as its
determination, recognition and classification for federal income tax purposes,
provided that:


(i)                                     Any
deductions for depreciation, cost recovery or amortization attributable to any
Partnership property shall be determined as if the adjusted basis of such
property was equal to the Carrying Value of such property.  Upon an adjustment to the Carrying Value of
any Partnership property subject to depreciation, cost recovery or amortization
pursuant to Sections 5.1(e) or 7.8, any further deductions for such
depreciation, cost recovery or amortization attributable to such property shall
be determined as if the adjusted basis of such property was equal to the
Carrying Value of such property immediately following such adjustment.


(ii)                                  If
the Partnership’s adjusted basis in property subject to depreciation, cost
recovery or amortization is reduced for federal income tax purposes pursuant to
Section 48(q)(1) of the Code, the amount of such reduction shall be deemed to
be an additional item of deduction in the year such property is placed in
service.  Any restoration of such basis
pursuant to Section 48(q)(2) of the Code shall be deemed to be an additional
item of income in the year of restoration.


(iii)                               Any
income, gain or loss attributable to the taxable disposition of any Partnership
property shall be determined by the Partnership as if the adjusted basis of
such property as of such date of disposition was equal in amount to the Carrying
Value of such property as of such date.



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(iv)                              All
fees and other expenses incurred by the Partnership to promote the sale of (or
to sell) a Partnership Interest that can neither be deducted nor amortized
under Section 709 of the Code shall be treated as items of deduction.


(v)                                 The
computation of all items of income, gain, loss and deduction shall be made
without regard to any election under Section 754 of the Code which may be made
by the Partnership and, as to those items described in Section 705(a)(1)(B) or
Section 705(a)(2)(B) of the Code, without regard to the fact that such items
are not includible in gross income or are neither currently deductible nor
capitalizable for federal income tax purposes.


(c)                                  (i)                                     After
giving effect to the special allocations set forth in Section 5.1(c)(ii)-(vi)
for purposes of maintaining the Capital Accounts, each item of income, gain,
loss and deduction (computed in accordance with Section 5.1(b)) shall be
allocated to the Partners in accordance with their respective Percentage
Interests.


(ii)                                  If
any Partner unexpectedly receives any adjustment allocation or distribution
described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1
(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and
gain shall be specially allocated to such Partner in an amount and manner
sufficient to eliminate a deficit in its Capital Account created by such
adjustment,  allocation or distribution
as quickly as possible.


(iii)                               To
preserve uniformity of Units, the General Partner shall have sole discretion
pursuant to Section 6.1(c) to make special allocations of income or deduction
that do not have a material adverse effect on the Limited Partners and are
consistent with the principles of Section 704 of the Code.


(iv)                              If
there is a net decrease in Partnership minimum gain, within the meaning of
Treasury Regulation Section 1.704-1(b) (4) (iv), during a Partnership taxable
year, all Partners with deficit balances in their Capital Accounts, computed as
described in Treasury Regulation Section 1.704­-1(b)(4)(iv)(c) at the end of
such year, will be allocated items of Partnership income and gain for such year
(and, if necessary, subsequent years) in the amounts and in the proportions
needed to eliminate such deficits as quickly as possible, before any other
allocations are made under Section 704(b) of the Code.


(v)                                 
For the taxable period beginning on the Effective Date and for all taxable
periods thereafter, except with respect to the taxable period in which a
liquidation of the Partnership occurs pursuant to Section 14.3, items of income
and gain (and, if necessary to effectuate the intent of this Section 5.1(c)(v),
loss and deduction) shall be allocated to the holders of the Partnership
Interest evidenced by the Incentive Compensation Agreement until the aggregate
amount of such items allocated to the holders of the Partnership Interest
evidenced by the Incentive Compensation Agreement pursuant to this Section
5.1(c)(v) for the current taxable year and all previous taxable years (since
the Effective Date) is equal to the cumulative amount of all distributions made
pursuant to the Incentive Compensation Agreement under Section 5.2(c).



 13
 






 



(vi)                              For
the period in which a liquidation of the Partnership occurs pursuant to Section
14.3, items of income and gain (and, if necessary to effectuate the intent of
this Section 5.1(c)(vi), loss and deduction) shall be allocated to the holders
of the Partnership Interest evidenced by the Incentive Compensation Agreement
until the amount of such items allocated to the holders of the Partnership
Interest evidenced by the Incentive Compensation Agreement pursuant to this
Section 5.1(c)(vi) for the current taxable period is equal to the amount of
payments that would have been made to Holdco with respect to such taxable
period in accordance with the Fourth Amended and Restated Incentive
Compensation Agreement, dated as of December 15, 2004, as if that agreement had
not been superseded by the Fifth Amended and Restated Incentive Compensation
Agreement.


(d)                                 (i)                                     Except
as otherwise provided in this Section 5.1(d), a transferee of LP Units shall,
upon becoming a Limited Partner, succeed to the portion of the transferor’s
Capital Account maintained with respect to the Units transferred.


(ii)                                  If
a transfer of Units causes a termination of the Partnership under Section
708(b)(1)(B) of the Code, the Partnership properties shall be deemed to have
been distributed in liquidation of the Partnership to the Partners (including
the transferee of the Units) pursuant to Sections 14.4 and 14.5 and
recontributed by such Partners and transferees in reconstitution of the
Partnership.  The Capital Accounts of
such reconstituted Partnership shall be maintained in accordance with this
Article V.


(e)                                  If
any additional LP Units (or other Partnership Interests) are to be issued
pursuant to Section 4.3, or if any Partnership Property is to be distributed,
the Capital Accounts of the Partners (and the Carrying Values of all
Partnership properties) shall, immediately prior to such issuance or
distribution, be adjusted (consistent with the provisions hereof and of Section
704(b) of the Code) upwards or downwards to reflect any Unrealized Gain or
Unrealized Loss attributable to all Partnership properties (as if such
Unrealized Gain or Unrealized Loss had been recognized upon an actual sale of
such properties immediately prior to such issuance).  In determining such Unrealized Gain or
Unrealized Loss, the fair market value of Partnership properties, as of any
date of determination, (i) shall, in the case of the issuance of additional LP
Units, be deemed to be equal to (A) the number of Units outstanding, as of the
date of determination, times the Issue Price for which such additional LP Units
are so issued, plus (B) the amount of any Partnership indebtedness outstanding
as of the date of determination, (ii) shall, in the case of an issuance of
other Partnership Interests, be deemed to be equal to (A) the number of Units
outstanding, as of the date of determination, times the last reported sales
price per LP Unit on the principal National Securities Exchange on which such
LP Units are listed, plus (B) the amount of any Partnership indebtedness
outstanding as of the date of determination, and (iii) shall, in the case of
the distribution of Partnership property, be determined in the manner provided
in Section 14.3.  It is hereby confirmed
that the Partnership Interest evidenced by the Incentive Compensation Agreement
will not give rise to an increase in the General Partner’s Capital Account as
of the Effective Date based on the “liquidation value” approach of Revenue
Procedure 93-27 and Notice 2005-43. 
Thus, the Capital Account associated with the Partnership Interest
evidenced by the Incentive Compensation Agreement, as of the Effective Date and
after any adjustments to Capital Accounts shall be zero.



 14
 






 



Section 5.2                                      Distributions in
Respect of Partnership Interests


(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 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, additional Units or other securities of the Partnership
or other entities.


All distributions in respect of Units shall be made
concurrently to all Record Holders on the Record Date set for purposes of such
distribution and shall be prorated in accordance with such Record Holders’
respective Percentage Interests as of such Record Date.


(b)                                 Amounts
paid pursuant to Section 7.4, any Management Agreement or any Operating
Partnership Agreement shall not be deemed to be distributions with respect to a
Partnership Interest for purposes of this Agreement.


(c)                                  Amounts
paid pursuant to the Incentive Compensation Agreement are distributions with
respect to a Partnership Interest for purposes of this Agreement.


ARTICLE
VI


INCOME
TAX MATTERS


Section 6.1                                      Tax Allocations


(a)                                  Except
as otherwise provided herein, for federal income tax purposes, each item of
income, gain, loss, deduction and credit of the Partnership shall be allocated
among the Partners in the manner in which the correlative item of “book”
income, gain, loss or deduction is computed in accordance with Section 5.1(b)
and allocated pursuant to Section 5.1(c), except that the General Partner shall
have the authority to make such other allocations as are necessary and
appropriate to comply with Section 704 of the Code and the regulations issued
pursuant thereto.


(b)                                 Gain
resulting from the sale or other taxable disposition of Partnership assets and
allocated to (or recognized by) a Partner (or its successor in interest) for
federal income tax purposes shall be deemed to be Recapture Income to the
extent such Partner has been allocated or has claimed any deduction directly or
indirectly giving rise to the treatment of such gain as Recapture Income.


(c)                                  To
preserve uniformity of LP Units, the General Partner shall have sole discretion
to (i) adopt such conventions as it deems appropriate or necessary in
determining the amount of depreciation and cost recovery deductions; (ii) make
special allocations of income or deduction and (iii) amend the provisions of
this Agreement as appropriate (x) to reflect the proposal or promulgation of
regulations under Section 704(c) of the Code or (y) otherwise to preserve the
uniformity of Units issued or sold from time to time.  The General Partner may adopt such
conventions and make such allocations and amendments only if they would not
have a material



 15
 






 



adverse effect on the Limited Partners and are consistent with the
principles of Section 704 of the Code.


(d)                                 Items
of Partnership income, gain, loss, deduction and credit shall, for federal
income tax purposes, be determined on a monthly basis (or other basis, as required
or permitted by Section 706 of the Code) and shall be allocated to the Persons
who are Record Holders of Units as of the close of business on the first day of
such month; provided, however, that gain or loss on a sale or other disposition
of all or a substantial portion of the assets of the Partnership shall be
allocated to the Persons who are Record Holders of Units as of the close of
business on the date of sale.


(e)                                  Pursuant
to Section 704(c) of the Code, items of income, gain, loss, deduction and
credit attributable to Contributed Property shall be allocated in such a manner
as to take into account the variation between the basis of such property to the
Partnership and its Carrying Value.


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
Partners 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.  The General Partner shall
elect under Section 754 of the Code to cause the basis of Partnership property
to be adjusted for federal income tax purposes as provided by Sections 734 and 743
of the Code, but the General Partner may seek to revoke this election if the
General Partner determines that such revocation is in the best interests of the
Limited Partners.


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.  Each 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.



 16
 






 



Section 6.5                                      Withholding


The General Partner is authorized to take any action
necessary to comply with any withholding requirements established by applicable
law, including, without limitation, with regard to (a) the sale of United
States real property interests, (b) the distributions of cash or property to
any Partner which is a foreign Person, and (c) the transfer of Units.


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 no Limited
Partner shall 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;


(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;



 17
 






 



(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;


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


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


(n)                                 to
purchase, sell or otherwise acquire or dispose of Units;


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 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.



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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.  Each 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
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 Incentive
Compensation Agreement or any other agreement contemplated or permitted hereby
or thereby, 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 7.12. The General Partner shall determine such Designated Expenses in
any reasonable manner determined by it.


(c)                                  The
General Partner may propose and adopt without the approval of the Limited
Partners fringe benefit plans, including, without limitation, plans comparable
to those that covered employees employed by the predecessors to the Operating
Partnerships and plans involving the issuance of Units, for the benefit of
employees of the General Partner, Partnership, 
any of the Operating Partnerships 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 or any of the Operating
Partnerships.


Section 7.5                                      Purchase or Sale
of LP Units and Other Partnership Securities


The General Partner may, on behalf of the Partnership,
purchase or otherwise acquire or sell or otherwise dispose of LP Units and
other Partnership Securities.  As long as
LP Units are held by any member of the Partnership Group, such LP Units or
other Partnership Securities shall not be considered outstanding for any
purpose.  The General Partner or any of
its Affiliates



 19
 






 



may also purchase or otherwise acquire or sell or
otherwise dispose of LP Units and other Partnership Securities for its own
account.


Section 7.6                                      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 and
other Group Members, in accordance with this Section 7.6.


(b)                                 The
Partnership shall (i) maintain its books and records and its accounts separate
from those of any other Person, (ii) maintain its financial statements separate
from those of any other Person, except its consolidated subsidiaries, and (iii)
file its own tax returns separate from those of any other Person, except to the
extent that the Partnership is treated as a “disregarded entity” for tax
purposes or is not otherwise required to file tax returns under applicable law.


(c)                                  The
Partnership shall not commingle or pool its assets with those of any other
Person, except its consolidated subsidiaries, 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
other Group Members, (ii) use separate stationery, invoices, and checks, (iii)
correct any known misunderstanding regarding its separate identity, and (iv)
generally hold itself out as an entity separate from any other Person (other
than other Group Members).


(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 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 or OLP GP pursuant
to Section 7.7(j); provided that the Partnership may engage in any transaction
described in clauses (iii)-(vi) of this Section 7.6(e) if Special Approval has
been obtained for such transaction and either (A) the Audit Committee 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.



 20














 


(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) only enter into transactions
with Holdco which are consistent with an arms-length relationship, 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 7.7                                      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 and the Operating
Partnerships.


(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 Group, 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 Group or any Partner.  No
member of the Partnership Group nor any of the Partners shall have any rights
by virtue of this Agreement or the partnership relationship governed hereby in
any such business interests.


(c)                                  Each
of the Limited Partners hereby approves, ratifies and confirms the execution,
delivery and performance of the Operating Partnership Agreements, the Incentive
Compensation Agreement, the Management Agreements, and the Exchange Agreement
and agrees that the General Partner is authorized to execute, deliver and
perform the other agreements, acts, transactions and matters described therein
on behalf of the Partnership without the approval or vote of any Limited
Partners, notwithstanding any other provision of this Agreement or the
Operating Partnership Agreements.


(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, any member of the Partnership
Group, provided that such contracts or services are on terms that are fair and
reasonable to the Partnership.


(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.


(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



 21
 






 



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 General
Partner may determine; provided, however, that in any such case the Audit
Committee shall have first determined that the interest rate charged the
borrowing party and the terms imposed on the borrowing party are substantially
similar to those that would be charged or imposed, as applicable, 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.


(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 Group
Member’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 7.7(h) shall be deemed 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 7.7(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 7.6(e) and Section 7.9, 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 General Partner may
determine; provided, however, that (i) in any such case the Audit Committee
shall have first determined that the interest rate charged the borrowing party
and the terms imposed on the borrowing party are substantially similar to those
that would be charged or imposed, as applicable, 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) and (ii)
the Partnership may not lend funds to the General Partner or any of its
Affiliates unless such funds consist of funds available after provision for
working capital and such reserves as the General Partner deems appropriate.



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Section 7.8                                      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 Partners, 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 7.9                                      Resolution of
Conflicts of Interest; Standard of Care


(a)                                  Unless
otherwise expressly provided in this Agreement or any other agreement
contemplated hereby, 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 any Limited Partner, on the other hand, any resolution or course
of action by the General Partner or such Affiliate in respect of such conflict of
interest shall be permitted and deemed approved by all Partners, and shall not
constitute a breach of this Agreement or of any agreement contemplated hereby,
or of a duty stated or implied by law or equity, if the resolution or course of
action is, or by operation of this Agreement is deemed to be, fair and
reasonable to the Partnership; provided that any conflict of interest and any
resolution of such conflict of interest shall be conclusively deemed fair and
reasonable to the Partnership if such conflict of interest or resolution is (i)
approved by Special Approval (as long as the material facts known to the
officers and directors of the General Partner or such Affiliate regarding any
proposed transaction were disclosed to the Audit Committee at the time of its
approval), (ii) on terms objectively demonstrable to be no less favorable to
the Partnership than those generally being provided to or available from
unrelated third parties, or (iii) fair to the Partnership, taking into account
the totality of the relationships among the parties involved (including other
transactions that may be particularly favorable or advantageous to the
Partnership).  For the avoidance of
doubt, in connection with its resolution of a conflict of interest the General
Partner is authorized but not required to seek Special Approval and may adopt a
resolution or course of action that has not received Special Approval.  In connection with the determination by the
General Partner (or the Audit Committee in connection with Special Approval, as
applicable) of what is fair and reasonable to the Partnership in connection
with its resolution of a conflict of interest, the General Partner (or the
Audit Committee) shall be authorized to consider (A) the relative interests of
each party to such conflict, agreement, transaction or situation, and the
benefits and burdens relating to such interests; (B) any customary or accepted
industry practices, and any customary or historical dealings with a particular
Person; (C) any applicable generally accepted accounting or engineering
practices or principles; and (D) such additional factors as the Audit Committee
determines in its sole discretion to be relevant, reasonable or appropriate
under the circumstances.  Nothing
contained in this Agreement, however, is intended to, nor shall it be construed
to require the General Partner (or the Audit Committee) to consider the
interests of any Person other than the Partnership.  In the absence of bad faith by the General Partner,
the resolution, action or terms so



 23
 






 



made, taken or provided by the General Partner in compliance with this
Section 7.9 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
a particular transaction, arrangement or resolution of a conflict of interest
is required under this Agreement or any agreement contemplated hereby to be
fair and/or reasonable to any Person, the fair and/or reasonable nature of such
transaction, arrangement or resolution shall be considered in the context of
similar or related transactions.


(c)                                  Whenever
this 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 Partners,
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 7.10                               Treatment of Incentive
Compensation Agreement


The economic effect of
recharacterizing payments pursuant to the terms of the Incentive Compensation
Agreement as distributions pursuant to Section 5.2(c) (as implemented by the
changes to the 2004 Agreement made by this Agreement as well as the adoption of
the fifth amendment and restatement of the Incentive Compensation Agreement)
are intended to provide that (i) holders of the Partnership Interest evidenced
by the Incentive Compensation Agreement are in no greater economic position as
a substantive matter with respect to such Partnership Interest as the position
that Holdco enjoyed prior to the Effective Date of this Agreement pursuant to
the terms and conditions of the Fourth Amended and Restated Incentive
Compensation Agreement, dated as of December 15, 2004 and (ii) holders of the
Partnership Interests evidenced by the LP Units are in no lesser economic
position as a substantive matter as the position that such holders of the
Partnership Interests evidenced by the LP Units enjoyed prior to the Effective
Date.  The changes effected by the
adoption of this Agreement and the Incentive Compensation Agreement are
intended solely to recharacterize the payment under the Incentive Compensation
Agreement as distributions pursuant to Section 5.2(c).  The Partnership Interests evidenced by the
Incentive Compensation Agreement constitute a portion of the general partner’s
rights and interests in the Partnership separate from the GP Units, and such
Partnership Interests shall only provide the economic and contractual rights
set forth in the Incentive Compensation Agreement and, to the fullest extent
permitted by law, shall provide no voting or other rights to the holders
thereof (in their capacity as holders of such Partnership Interests) (whether
such rights would otherwise be granted under the Delaware Act or other
applicable law).  For the avoidance of
doubt, to the fullest extent permitted by law, there shall be no fiduciary
duties associated with such Partnership Interest or owing to the holders
thereof (in their capacity as holders of such Partnership Interests).  In connection with the conditions imposed by
this Section 7.10, the General Partner shall take whatever appropriate or
necessary steps required



 24
 






 



to provide that such conditions are satisfied,
including the application of Sections 5.1(c)(v) and (vi).


Section 7.11                                Other Matters
Concerning the General Partner


(a)                                  The
General Partner (including the Audit Committee) 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 (including the Audit Committee) 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
(including the Audit Committee) 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 (including the Audit Committee)
hereunder in good faith and in accordance with such opinion or advice.


(c)                                  The
General Partner (including the Audit Committee) 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
(including the Audit Committee) 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 7.12                                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.


(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 7.12(b), relating to this Agreement
or the property, business, affairs or management of the Partnership Group
(provided that the Indemnitee acted in



 25
 






 



good faith and the act or omission which is the basis of such claim,
demand, 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 7.12(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 7.12(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 7.12(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 7.12 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.


(h)                                 For
purposes of this Section 7.12, the Partnership shall be deemed to have requested
an Indemnitee to serve as fiduciary of an employee benefit plan whenever the
performance of duties by such Indemnitee for the Partnership also imposes
duties on, or otherwise involves services by, such Indemnitee to the plan or
participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute “fines” within the meaning of Section 7.12(b); and action
taken or omitted by an Indemnitee with respect to any employee benefit plan in
the performance of duties by such Indemnitee for a purpose reasonably believed
by such Indemnitee to be in the interest of the participants and beneficiaries
of the plan shall be deemed to be for a purpose which does not involve gross
negligence or willful misconduct.


(i)                                     In
no event may an Indemnitee subject the Limited Partners to personal liability
by reason of the indemnification provisions set forth in this Agreement.


(j)                                     No
amendment, modification or repeal of this Section 7.12 or any provision hereof
shall in any manner terminate, reduce or impair the right of any past, present
or future Indemnitee to be indemnified by the Partnership, nor the obligations
of the Partnership to



 26
 






 



indemnify any such Indemnitee under and in accordance with the
provisions of this Section 7.12 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted
and provided that such Person became an Indemnitee hereunder prior to such
amendment, modification or repeal.


ARTICLE
VIII


RIGHTS
AND OBLIGATIONS OF LIMITED PARTNERS


Section 8.1                                      Limitation of
Liability


The Limited Partners shall have no liability under
this Agreement (including, without limitation, liability under Section 7.12).


Section 8.2                                      Management of
Business


No Limited Partner shall, in its capacity as a Limited
Partner, 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.  The transaction of
any such business by a director, officer, manager, member, employee or agent of
the General Partner or an Affiliate of the General Partner in such Person’s
capacity as such (whether or not such Person is also a Limited Partner) shall
not affect, impair or eliminate the limitations on the liability of the Limited
Partners under this Agreement.


Section 8.3                                      Outside
Activities


Limited Partners 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 Group. 
No member of the Partnership Group nor any of the other Partners shall
have any rights by virtue of this Agreement or the partnership relationship
created hereby in any business ventures of any Limited Partner.


Section 8.4                                      Return of Capital


No Limited Partner shall 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.


Section 8.5                                      Rights of Limited
Partners Relating to the Partnership


In addition to other rights provided by this Agreement
or by applicable law, each Limited Partner shall have the right for a proper
purpose reasonably related to such Limited Partner’s interest in the
Partnership, upon reasonable demand and at such Limited Partner’s own expense:



 27
 






 



(a)                                  to
obtain true and full information regarding the status of the business and
financial condition of the Partnership;


(b)                                 promptly
after becoming available, to obtain a copy of the Partnership’s federal and
state income tax returns for each year;


(c)                                  to
obtain a current list of the name and address of each Partner as set forth in
the Units Register;


(d)                                 to
obtain a description and statement of the Net Agreed Value of any Capital
Contribution made or agreed to be made by each Partner, and the date on which
such Partner became a Partner;


(e)                                  to
obtain a copy of this Agreement and the Certificate of Limited Partnership and
all amendments thereto, together with executed copies of any powers of attorney
pursuant to which this Agreement, the Certificate of Limited Partnership and
all amendments thereto have been executed; and


(f)                                    to
obtain such other information regarding the affairs of the Partnership as may
be just and reasonable;


provided, however, that the General Partner may keep
confidential from the Limited Partners, for such period of time as the General
Partner deems reasonable, any information which the General Partner reasonably
believes to be in the nature of trade secrets or other information the
disclosure of which the General Partner in good faith believes could damage the
Partnership or its business or be in violation of applicable law, including,
without limitation, federal securities law, or which the Partnership is
required by agreements with third parties to keep confidential.


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
the Units Register, 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 cause to be mailed to each Record Holder
of LP Units as of the last day of that fiscal year 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 cause the Partnership to electronically file with the
Securities and Exchange Commission a quarterly report for the calendar quarter
containing such financial and other information as the General Partner deems
appropriate.


(c)                                  Such
reports shall present the consolidated financial position of the Partnership
Group, but shall not consolidate the assets or liabilities of any other
Affiliates of the General Partner.  Such
reports shall contain notes indicating that the assets and liabilities of the
Partnership Group are separate from the assets and liabilities of the other
Affiliates of the General Partner.


ARTICLE X


ISSUANCE
OF LP CERTIFICATES; TRANSFER AND EXCHANGE OF LP UNITS


Section 10.1                                Initial Issuance of LP
Certificates


Upon the issuance of LP Units to any Person, the
Partnership will issue one or more LP Certificates in the name of such Person
evidencing the number of such LP Units being so issued.  LP Certificates shall be executed on behalf
of the Partnership by the General Partner. 
No LP Certificate shall be valid for any purpose until manually
countersigned by the Transfer Agent.


Section 10.2                                Registration,
Registration of Transfer and Exchange


(a)                                  The
Partnership will cause to be kept a register (the “Units Register”) in which,
subject to such reasonable regulations as it may prescribe and subject to the
provisions of Section 10.2(b), the Partnership will provide for the
registration of LP Units and of transfers of such LP Units.  The Transfer Agent is hereby appointed registrar
for the purpose of registering LP Units and transfers of such LP Units as
herein provided.


Upon surrender for registration of transfer or
exchange of any LP Certificate, and subject to the provisions of Section
10.2(b), the General Partner on behalf of the Partnership will



 29
 






 



execute, and the Transfer Agent will countersign and
deliver, in the name of the holder or the designated transferee or transferees,
as required pursuant to the holder’s instructions, one or more new LP
Certificates evidencing the same aggregate number of LP Units as did the LP
Certificate so surrendered.


(b)                                 Every
LP Certificate surrendered for registration of transfer or exchange shall be
duly endorsed on the reverse side thereof, or be accompanied by a written
instrument of transfer in form satisfactory to the General Partner or the
Transfer Agent, as the case may be, duly executed, in either case by the holder
thereof or such holder’s attorney duly authorized in writing.  Every LP Certificate surrendered for
registration of transfer shall be duly accepted on the reverse side thereof, or
be accompanied by a written instrument of acceptance to the same effect in form
satisfactory to the General Partner or the Transfer Agent, as the case may be,
duly executed, in either case by the transferee or such transferee’s attorney
duly authorized in writing.  As a
condition to the issuance of any new LP Certificate under this Section 10.2,
the General Partner may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto.


Section 10.3                                Mutilated, Destroyed,
Lost or Stolen LP Certificates


(a)                                  If
any mutilated LP Certificate is surrendered to the Transfer Agent, the General
Partner on behalf of the Partnership shall execute and the Transfer Agent shall
countersign and deliver in exchange therefor a new LP Certificate evidencing
the same number of LP Units as did the LP Certificate so surrendered.


(b)                                 If
there shall be delivered to the General Partner and the Transfer Agent (i)
evidence to their satisfaction of the destruction, loss or theft of any LP
Certificate and (ii) such security or indemnity as may be required by them to
save each of them and any of their agents harmless, then, in the absence of
notice to the General Partner or the Transfer Agent that such LP Certificate
has been acquired by a bona fide purchaser, the General Partner on behalf of
the Partnership shall execute and upon its request the Transfer Agent shall
countersign and deliver, in lieu of any such destroyed, lost or stolen
Certificate, a new LP Certificate evidencing the same number of LP Units as did
the LP Certificate so destroyed, lost or stolen.


(c)                                  As
a condition to the issuance of any new LP Certificate under this Section
10.3,  the General Partner may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Transfer Agent) connected therewith.


(d)                                 Every
new LP Certificate issued pursuant to this Section 10.3 in lieu of any
destroyed, lost or stolen LP Certificate shall evidence an original additional
Partnership Interest in the Partnership, whether or not the destroyed, lost or
stolen LP Certificate shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Agreement equally and proportionately with
any and all other LP Units duly issued hereunder.


Section 10.4                                Persons Deemed Owners


Prior to due presentment of an LP Certificate for
registration of transfer and satisfaction of the requirements of Section
10.2(b) with respect thereto, (a) the Partnership, the General



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Partner, the Transfer Agent and any agent of any of
the foregoing may deem and treat the Record Holder as the absolute owner
thereof and of the LP Units evidenced thereby for all purposes whatsoever and
(b) a transferee shall not be entitled to distributions or allocations or any
other rights in respect of the LP Units evidenced thereby other than the right
to further transfer such LP Units.


ARTICLE
XI


TRANSFER
OF GP UNITS


Section 11.1                                Transfer
of GP Units


The General Partner may not transfer any GP Units unless
(a) all of its GP Units are being transferred and the transferee or transferees
assume all of the rights and obligations of the General Partner hereunder, (b)
the transfer is to an Affiliate or Affiliates of the General Partner or is in
connection with the General Partner’s merger or consolidation with, or a
transfer of all or substantially all of the General Partner’s assets to,
another Person, or the transfer is approved by a Majority Interest, and (c) the
Partnership receives an Opinion of Counsel that such transfer would not result
in the loss of limited liability of any Limited Partner or cause the
Partnership or any of the Operating Partnerships to be treated as an
association taxable as a corporation for federal income tax purposes.


Section 11.2                                Successor
General Partner


Any transferee of GP Units pursuant to Section 11.1
shall automatically be admitted to the Partnership as the successor General
Partner, and the transferor of such GP Units shall, if it has also transferred
all Partnership Interests evidenced by the Incentive Compensation Agreement,
automatically cease to be the General Partner, effective at the time provided
in Section 12.3.  No such transfer shall
be deemed a withdrawal pursuant to Article XIII.


ARTICLE
XII


ADMISSION
OF INITIAL, SUBSTITUTED AND ADDITIONAL

LIMITED PARTNERS AND SUCCESSOR GENERAL PARTNER


Section 12.1                                Admission
of Initial Limited Partners


At and as of the Time of Delivery, the initial Record
Holders of LP Units purchased pursuant to Section 4.2 shall automatically become
Limited Partners and the Organizational Limited Partner shall automatically
cease to be a Limited Partner.


Section 12.2                                Admission
of Substituted Limited Partners


A transferee of LP Units shall automatically be
admitted to the Partnership as a Limited Partner (and the transferor of such LP
Units shall, if such transferor is assigning all of such transferor’s LP Units,
automatically cease to be a Limited Partner) at and as of the time the transfer
is registered on the Units Register pursuant to Section 10.2.



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Section 12.3           Admission of Successor General Partner


A successor General Partner approved pursuant to
Section 13.1 or the proviso to Section 14.1 or the transferee of all of the GP
Units pursuant to Section 11.1 shall be admitted to the Partnership as the
successor General 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 to the Partnership until it has agreed
in writing to assume the former General Partner’s obligations hereunder.  This Agreement and the Certificate of Limited
Partnership shall be amended as appropriate to reflect the termination of the
former General Partner as a general partner, if applicable, and the admission
of the successor General Partner.


Section 12.4                                Admission
of Additional Limited Partners


(a)           A Person (other than
the initial Record Holders of LP Units pursuant to Section 4.2 or a transferee
of LP Units) who makes a Capital Contribution to the Partnership in accordance
with this Agreement shall be admitted to the Partnership as an additional
Limited Partner only upon furnishing to the General Partner (i) a written
instrument of acceptance in a form satisfactory to the General Partner of all
of the terms and conditions of this Agreement, including, without limitation,
the power of attorney granted in Section 2.4 hereof, and (ii) such other
documents and instruments as may be required in the discretion of the General
Partner to affect such Person’s admission as an additional Limited Partner.


(b)           Notwithstanding
anything to the contrary in this Section 12.4, no Person shall be admitted as
an additional Limited Partner without the consent of the General Partner, which
consent may be given or withheld in the General Partner’s sole discretion.  The admission of any Person as an additional
Limited Partner shall become effective at and as of the time the name of such
Person is recorded on the books and records of the Partnership, following the
consent of the General Partner to such admission.


Section 12.5                                Amendment
of Agreement and Certificate of Limited Partnership


The General Partner shall take all steps necessary and
appropriate under the Delaware Act to amend the records of the Partnership and,
if necessary, this Agreement and the Certificate of Limited Partnership to
reflect the admission of any Partner.


ARTICLE
XIII


WITHDRAWAL
OR REMOVAL OF THE GENERAL PARTNER


Section 13.1                                Withdrawal
or Removal of the General Partner


(a)           Buckeye GP LLC
agrees to act as General Partner of the Partnership until the later of (i) the
date which is twenty-five years after the Time of Delivery or (ii) the date the
ESOP Loan is paid in full, subject to its right to transfer all of its GP Units
pursuant to Section 11.1.  At any time
after the later of (i) the date which is twenty-five years after the Time of
Delivery or (ii) the date the ESOP Loan is paid in full, the General Partner
may withdraw from the Partnership effective upon at least 90 days’ advance
written notice to the Limited Partners, such withdrawal



 32
 






 



to take effect on the date specified in such notice, provided that such
withdrawal is approved by an Eighty Percent Interest or the Partnership has
received an Opinion of Counsel that such withdrawal would not result in the
loss of limited liability of any Limited Partner or result in the Partnership
or any Operating Partnership being treated as an association taxable as a
corporation for federal income tax purposes. 
Any such withdrawal shall also constitute the withdrawal of the OLP GP
from the Operating Partnerships, as provided in the Operating Partnership
Agreements.  If the General Partner gives
a notice of withdrawal, a Majority Interest may, prior to the effective date of
such withdrawal, approve a successor General Partner.  The Person so approved (or its designated
Affiliates) shall become the successor general partner or partners of the
Operating Partnerships, as provided in the Operating Partnership
Agreements.  If no successor General
Partner is so approved, the Partnership shall be dissolved pursuant to Section
14.1.  Buckeye GP LLC further agrees that
it shall not cause the OLP GP to withdraw as general partner of any Operating
Partnership, except in connection with Buckeye GP LLC’s withdrawal as General
Partner.


(b)           The General Partner
may be removed only by an Eighty Percent Interest, and only if (i) in
connection therewith, a successor General Partner is approved by a Majority
Interest, (ii) the Partnership shall have received an Opinion of Counsel that
the removal of the General Partner and the approval of a successor General
Partner will not result in the loss of limited liability of any Limited Partner
or cause the Partnership or any of the Operating Partnerships to be treated as
an association taxable as a corporation for federal income tax purposes, (iii)
the successor General Partner or an Affiliate thereof assumes the liabilities
and obligations of the General Partner and its Affiliates under the Exchange
Agreement and agrees to indemnify and hold harmless the General Partner and its
Affiliates from any liability or obligation arising out of, or causes the
General Partner and its Affiliates to be released from, any and all liabilities
and obligations (including loan guarantees) under fringe benefit plans
sponsored by the General Partner or any of its Affiliates in connection with
the business of the Partnership Group, except as otherwise prohibited by this
Agreement, and (iv) all required regulatory approvals for removal of the
General Partner shall have been obtained. 
Such removal shall be effective upon the admission of the successor
General Partner pursuant to Section 12.3. 
The Person so approved (or its designated Affiliates) shall become the
successor general partner or partners of the Operating Partnerships, as
provided in the Operating Partnership Agreements.


Section 13.2                                Sale
of Former General Partner’s Interest


If a successor General Partner is approved pursuant to
Sections 13.1 or 14.2 or the proviso to Section 14.1, such successor shall
purchase the GP Units of the former General Partner and the Partnership
Interests evidenced by the Incentive Compensation Agreement (whether such
Partnership Interests are held by the General Partner or an Affiliate of the
General Partner) for an amount in cash equal to the fair market value thereof,
determined as of the date the successor General Partner is admitted pursuant to
Section 12.3.  The fair market value of
the GP Units shall include the value of all rights associated with being the
General Partner, including, without limitation, the right to receive
distributions with respect to the GP Units and compensation under any agreement
between the Partnership and the General Partner in effect on the date the
successor General Partner is so admitted. 
The fair market value of the Partnership Interests evidenced by the
Incentive Compensation Agreement shall include the value of the rights to
receive distributions in respect thereof (whether such right to receive
distributions



 33
 






 



pursuant to the Incentive Compensation Agreement is
held by the General Partner or an Affiliate of the General Partner).  The sum of the value of the GP Units and the
Partnership Interests evidenced by the Incentive Compensation Agreement shall
be reduced by the value of the assumption by the successor General Partner or
its Affiliate of the obligations of the General Partner and its Affiliates
pursuant to Section 13.1(b)(iii).  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
XIV


DISSOLUTION
AND LIQUIDATION


Section 14.1                                Dissolution


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


(a)           expiration of the
term as provided in Section 2.5;


(b)           withdrawal of the
General Partner pursuant to Section 13.1 (unless a Person becomes a successor
General Partner prior to or on the effective date of such withdrawal);


(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 13.1 or a transfer
pursuant to Section 11.1); or


(d)           an election by the
General Partner to dissolve the Partnership which is approved by a Two-Thirds
Interest;


provided, however, that the Partnership shall not be
dissolved upon an event described in Sections 14.1(b) or 14.1(c) if, within 90
days of such event, all Partners agree in writing to continue the business of
the Partnership and to the appointment of a successor General Partner.


For purposes of this Section 14.1, 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



 34
 






 



commencement thereof, (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 14.2                                Reconstitution


Upon dissolution of the Partnership in accordance with
Sections 14.1(b) or 14.1(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 14.1, then within 180 days after
the event described in Sections 14.1(b) or 14.1(c), a Majority Interest 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 a Majority Interest.  Upon any such election by a Majority
Interest, 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 2.5 unless earlier dissolved in accordance with this Article XIV 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, and the successor general
partner may for this purpose exercise the powers of attorney granted the
General Partner pursuant to this Agreement; provided that the right of a
Majority Interest to reconstitute and to continue the business of the
Partnership shall not exist and may not be exercised unless the Partnership has
received an Opinion of Counsel that (i) the exercise of the right would not
result in the loss of limited liability of any 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 14.3                                Liquidation


Upon dissolution of the Partnership, unless the
Partnership is reconstituted pursuant to Section 14.2, 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 14.1), a
liquidator or liquidating committee approved by a Majority Interest 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 a Majority Interest.  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 a Majority Interest.  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 a Majority Interest.  Except as expressly provided in this Article
XIV, 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 restrictions
set forth in Article XVII) 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



 35
 






 



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)           to the Partners, in
proportion to and to the extent of the positive balances in their respective
Capital Accounts;


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 14.4                                Distribution
in Kind


Notwithstanding the provisions of Section 14.3
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, or to
specific classes of Partners, as tenants in common, in lieu of cash, and as
their interests may appear in accordance with the provisions of Section
14.3(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 14.5                                Cancellation
of Certificate of Limited Partnership


Upon the completion of the distribution of Partnership
property pursuant to Sections 14.3 and 14.4, the Partnership shall be
terminated, and the Liquidator (or the Limited Partners 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 14.6                                Return
of Capital


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



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Section 14.7                                Waiver
of Partition


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


Section 14.8                                Certain
Prohibited Acts


Without obtaining Special Approval, the General
Partner shall not take any action to cause the Partnership to (i) make or
consent to a general assignment for the benefit of the Partnership’s creditors;
(ii) file or consent to the filing of any bankruptcy, insolvency or
reorganization petition for relief under the United States Bankruptcy Code
naming the Partnership or otherwise seek, with respect to the Partnership,
relief from debts or protection from creditors generally; (iii) file or consent
to the filing of a petition or answer seeking for the Partnership a
liquidation, dissolution, arrangement, or similar relief under any law; (iv)
file an answer or other pleading admitting or failing to contest the material
allegations of a petition filed against the Partnership in a proceeding of the
type described in clauses (i) – (iii) of this Section 14.8; (v) seek, consent
to or acquiesce in the appointment of a receiver, liquidator, conservator,
assignee, trustee, sequestrator, custodian or any similar official for the
Partnership or for all or any substantial portion of its properties; (vi) sell
all or substantially all of its assets, except in accordance with Section 17.3;
(vii) dissolve or liquidate, except in accordance with this Article XIV; or
(viii) merge or consolidate, except in accordance with Section 11.1.


ARTICLE
XV


AMENDMENT
OF PARTNERSHIP AGREEMENT


Section 15.1                                Amendments
Which May be Adopted Solely by the General Partner


Subject to Section 15.3, the General Partner may amend
any provision of this Agreement without the consent of any 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 Partners have limited liability) under the laws of any state
or jurisdiction or (ii) ensure that neither the Partnership nor any of the
Operating Partnerships will be treated as an association taxable as a
corporation for federal income tax purposes;


(c)           a change to divide
outstanding Units into a greater number of Units, to combine outstanding Units
into a smaller number of Units or to reclassify Units in a manner that in the
good faith opinion of the General Partner, does not adversely affect any class
of Limited Partners in any material respect;


(d)           a change that the
General Partner in its sole discretion deems appropriate or necessary to (i)
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 or (ii) 



 37
 






 



facilitate the trading of any Units or comply with any rule,
regulation, requirement, condition or guideline of any National Securities
Exchange on which any Units are or will be listed or admitted to trading, or
NASDAQ if any Units are or will be quoted on NASDAQ;


(e)           a change that is
appropriate or necessary, as stated in an Opinion of Counsel, to prevent the
Partnership, the Operating Partnerships, 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;


(f)            a change that is
required or contemplated by any provision of this Agreement, including, without
limitation, Sections 4.3, 12.3 and 12.5;


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


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


Section 15.2                                Other
Amendments


Amendments to this Agreement may be proposed only by
the General Partner.  Subject to Section
15.3, a proposed amendment (other than amendments adopted pursuant to Section
15.1) shall be effective only when approved by a Majority Interest.  Notwithstanding the provisions of Sections
15.1 and 15.3, no amendment of (i) the definitions of “Audit Committee,” or “Special
Approval,” (ii) Section 7.6, (iii) Section 11.1, (iv) Section 17.3, (v) Section
7.9(a), (vi) Section 14.8, or (vii) any other provision of this Agreement
requiring that Special Approval be obtained as a condition to any action, shall
be effective without first obtaining Special Approval.


Section 15.3                                Amendment
Requirements


Notwithstanding the provisions of Sections 15.1 and
15.2, (i) the approval of an Eighty Percent Interest shall be required for any
amendment unless the Partnership has received an Opinion of Counsel that such
amendment would not result in the loss of limited liability of any Limited
Partner or result in the Partnership or any Operating Partnership being treated
as an association taxable as a corporation for federal income tax purposes,
(ii) no provision of this Agreement which establishes a percentage of the
Limited Partners required to take or approve any action shall be amended in any
respect which would have the affect of reducing the voting requirement, unless
such amendment is approved by at least such percentage of Limited Partners, and
(iii) this Section 15.3 shall be amended only with the approval of an Eighty
Percent Interest.



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ARTICLE
XVI


MEETINGS


Section 16.1                                Meetings


Meetings of Limited Partners may be called by the
General Partner or by Limited Partners holding an aggregate of at least 20% of
the outstanding LP Units.  Within 60 days
after receipt by the General Partner of a written proposal to call a meeting
signed by Limited Partners holding the requisite number of LP Units and
indicating the purpose for which the meeting is to be called (or such longer
period as shall be reasonably required by the General Partner in order to
prepare documents required therefor), the General Partner shall cause a notice
of the meeting to be given to each Limited Partner.  A meeting shall be held at a time and place
determined by the General Partner within 60 days after the giving of notice of
the meeting.  A Majority Interest
represented in person or by proxy shall constitute a quorum at a meeting of the
Partners.


Section 16.2                                Record
Date


For purposes of determining the Limited Partners
entitled to notice of or to vote at any meeting or to give approvals without a
meeting as provided in Section 16.4, the General Partner may set a Record Date,
which date for purposes of notice of a meeting shall not be less than 10 days
nor more than 60 days before the date of the meeting.


Section 16.3                                Conduct
of Meeting


(a)           The General Partner
shall have full power and authority concerning the manner of conducting any
meeting of Limited Partners or the solicitation of proxies or consents in
writing, including, without limitation, the determination of Persons entitled
to vote, the existence of a quorum, the conduct of voting, the validity and
effect of any proxies, and the determination of any controversies, votes or
challenges arising in connection with or during the meeting or voting.  The General Partner shall designate an
individual to serve as chairman of any meeting and shall further designate an
individual to take the minutes of any meeting, which individuals may be
directors or officers of the General Partner. 
All minutes shall be kept with the records of the Partnership maintained
by the General Partner.


(b)           The General Partner
may vote its LP Units in such manner as it in its sole discretion may
determine.


Section 16.4                                Action
Without a Meeting


Any action that may be taken at a meeting of the
Limited Partners may be taken without a meeting if approvals in writing setting
forth the action so taken are signed by Limited Partners holding in the
aggregate at least the minimum number of LP Units that would be necessary to
authorize or take such action at a meeting at which all the Limited Partners
were present and voted.  Prompt notice of
the taking of action without a meeting shall be given to the Limited Partners
who have not approved in writing.  If
approvals to the taking of any action by the Limited Partners is solicited by
any Person other than by or on behalf of the General Partner, the approvals
shall have no force and effect unless and until (a) they are deposited with the



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Partnership in care of the General Partner, (b)
approvals sufficient to take the action proposed are dated as of a date not
more than 90 days prior to the date sufficient consents are deposited with the
Partnership, and (c) the Partnership receives an Opinion of Counsel that giving
effect to such approvals would not result in the loss of limited liability of
any Limited Partner or cause the Partnership or any of the Operating
Partnerships to be treated as an association taxable as a corporation for
federal income tax purposes.


ARTICLE
XVII


CERTAIN
RESTRICTIONS


Section 17.1                                Additional
Units


(a)           Without the prior
approval of a Two-Thirds Interest, the General Partner shall not cause the
Partnership to issue any class or series of LP Units having preferences or
other special or senior rights over the LP Units issued pursuant to Section
4.2.


(b)           The General Partner
shall not cause the Partnership to issue Units to the General Partner or any of
its Affiliates (other than pursuant to Section 4.1) unless (i) the Units are of
a class which is, prior to such issuance, listed or admitted to trading on a
National Securities Exchange or quoted by NASDAQ and the Net Agreed Value of
the Contributed Property being contributed in exchange for such Units is at
least equal to the number of Units being so issued times the Unit Price of such
Units or (ii) such issuance is approved by a Majority Interest.


Section 17.2                                Certain
Amendments


(a)           Without the prior
approval of a Two-Thirds Interest, the Partnership shall not amend the
Incentive Compensation Agreement and the General Partner shall not permit the
Partnership or any Operating Partnership to amend any compensation arrangement
for the General Partner, unless, in any case, such amendment does not, in the
good faith opinion of the General Partner, in its capacity as general partner
of the Partnership or the indirect owner of the general partner of the
Operating Partnerships, as applicable, adversely affect the Limited Partners in
any material respect.


(b)           The General Partner
shall not cause the Partnership to approve any amendment to an Operating
Partnership Agreement pursuant to Section 13.2 thereof unless such amendment is
approved by a Majority Interest.


Section 17.3                                Sale
of Assets


Without the prior approval of a Two-Thirds Interest,
the General Partner may not sell, exchange or otherwise dispose of all or
substantially all of the consolidated assets owned by the Partnership and the
Operating Partnerships; provided, however, that in the event that less than 80%
of the LP Units are held by the General Partner and its Affiliates, prior
Special Approval shall also be required.



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ARTICLE
XVIII


RIGHT TO
PURCHASE UNITS


Section 18.1                                Right
to Purchase Units


If fewer than 10% of the outstanding LP Units are held
by Persons other than the General Partner and its Affiliates, the General
Partner shall have the right, which it may assign to the Partnership or any
Affiliate, to purchase all, but not less than all, of the LP Units that remain
outstanding and are held by Persons other than the General Partner and its
Affiliates.  Any such purchase shall be
at a price per LP Unit in cash (the “Purchase Price”) equal to the greater of
the Unit Price on the date of purchase (the “Purchase Date”) or the Issue Price
for such LP Units, in either case multiplied by (a) 1.2, if the Purchase Date
is after December 31, 1996 and on or prior to December 31, 2001, (b) 1.1, if
the Purchase Date is after December 31, 2001 and on or prior to December 31,
2006, or (c) 1.0, if the Purchase Date is after December 31, 2006.


Section 18.2                                Notice
of Election to Purchase


In the event the General Partner, any Affiliate of the
General Partner or the Partnership elects to exercise such right to purchase LP
Units pursuant to Section 18.1, the General Partner shall cause the Transfer
Agent to give written notice of such election to purchase (the “Notice of
Election to Purchase”) to the Record Holders at least 10, but not more than 60,
days prior to the Purchase Date.  Such
Notice of Election to Purchase shall also be published in daily newspapers of
general circulation printed in the English language and published in the
Borough of Manhattan, New York.  The
Notice of Election to Purchase shall specify the Purchase Date and the Purchase
Price and state that the General Partner, its Affiliate or the Partnership, as
the case may be, has elected to purchase such LP Units, upon surrender thereof
in exchange for payment, and at such place as specified.  Any such Notice of Election to Purchase
mailed to a Record Holder of LP Units at his address as reflected in the Units
Register shall be conclusively presumed to have been given whether or not the
owner receives such notice.


Section 18.3                                Purchase
and Transfer of Units


On or prior to the Purchase Date, the General Partner,
its Affiliate or the Partnership, as the case may be, shall deposit with the
Transfer Agent cash in an amount equal to the amount required to purchase all
outstanding LP Units held by Persons other than the General Partner or its
Affiliates.  If the Notice of Election to
Purchase shall have been duly given as aforesaid and if on or prior to the
Purchase Date the cash shall have been deposited with the Transfer Agent in
trust for the benefit of the holders of LP Units subject to purchase as
provided herein, then from and after the Purchase Date, whether or not any LP
Units shall have been surrendered for purchase, all rights of the holders of
such LP Units (including, without limitation, any rights pursuant to Articles
V, VI and XIV) shall thereupon cease, except the right to receive the Purchase
Price therefor, without interest, upon surrender to the Transfer Agent of the
LP Certificates representing such LP Units, and such LP Units shall thereupon
be transferred to the General Partner, its Affiliate or the Partnership, as the
case may be, on the Units Register, and the General Partner, its Affiliate or
the Partnership, as the case may be, shall be deemed to be the



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owner of all such LP Units from and after the Purchase
Date and shall have all rights as the owner of such LP Units.


ARTICLE
XIX


GENERAL
PROVISIONS


Section 19.1                                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 or any of the Operating
Partnerships 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 or any of the Operating Partnerships 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.


Section 19.2                                Personal
Property


The Partnership Interest of any Partner shall be
personal property for all purposes.


Section 19.3                                Addresses
and Notices


Any notice, demand, request, payment or report
required or permitted to be given or made to a Limited Partner under this
Agreement shall be in writing and shall be deemed given or made when delivered
in person or when sent by first class mail or by other means of written
communication to the Limited Partner at such Limited Partner’s address as shown
on the Units Register.  Any notice to the
Partnership or the General Partner shall be deemed given if received in writing
by the General Partner at the principal office of the Partnership designated
pursuant to Section 2.3.


Section 19.4                                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 19.5                                Binding
Effect


This Agreement shall be binding upon and inure to the
benefit of the parties hereto (including the additional Persons that become
Limited Partners as provided herein) and their heirs, executors,
administrators, successors, legal representatives and assigns.


Section 19.6                                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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Section 19.7           Waiver


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


Section 19.8                                Counterparts


This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto (including the additional Persons that become Limited
Partners as provided herein).


Section 19.9                                Severability


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


Section 19.10                          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 General Partner on behalf of itself and as agent and
attorney-in-fact for the Limited Partners, as of the date first above written.


	
   

  	
  Buckeye GP LLC,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William H. Shea, Jr.

  	
   

  
	
   

  	
   

  	
  Name: William H. Shea, Jr.

  
	
   

  	
   

  	
  Title: Chairman and Chief Executive Officer

  



 


 


[Amended and
Restated Agreement of Limited Partnership of Buckeye Partners, L.P.]









 



Annex A


Specimen LP
Certificate