Exhibit 10.4


 


FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT


THIS FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT
(this “Agreement”), dated as of August
9, 2006, is entered into among MAINLINE SUB LLC, a Delaware limited
liability company (“Holdco”), BUCKEYE GP LLC, a Delaware limited liability
company (the “General Partner”), BUCKEYE PARTNERS, L.P., a Delaware limited
partnership (the “Partnership”), MAINLINE L.P., a Delaware limited partnership
(the “OLP GP”), BUCKEYE PIPE LINE COMPANY, L.P., a Delaware limited partnership
(“BPLCLP”), LAUREL PIPE LINE COMPANY, L.P., a Delaware limited partnership
(“Laurel”), EVERGLADES PIPE LINE COMPANY, L.P., a Delaware limited partnership
(“Everglades”), and BUCKEYE PIPE LINE HOLDINGS, L.P., a Delaware limited
partnership (collectively with BPLCLP, Laurel, and Everglades, the “Operating
Partnerships”).


WITNESSETH:


WHEREAS, Buckeye Pipe Line Company LLC, a
Delaware limited liability company (the “Former GP”),
Buckeye Management Company LLC, a Delaware limited
liability company (“BMC”), Glenmoor
LLC, a Delaware limited liability company (“Glenmoor”), the Partnership and the
Operating Partnerships entered into the Exchange Agreement, dated as of August
12, 1997 (the “Original Agreement”), the transactions contemplated by which
were consummated on such date effective as of 11:59 P.M.;


WHEREAS, the Original Agreement
was amended and restated in its entirety on May 2, 2002, as of May 4, 2004
and as of December 15, 2004 (as so amended and restated, the “Prior
Agreement”);


WHEREAS, the Partnership is governed pursuant
to an Amended and Restated Agreement of Limited Partnership (the “Master
Partnership Agreement”), dated as of August
9, 2006, between the General Partner and the limited partners of the
Partnership (the “Limited Partners”), as amended; the Operating Partnerships,
are governed pursuant to similar Amended and Restated Agreements of Limited
Partnership, each dated as of August 9,
2006, as amended, between the OLP GP and the Partnership (collectively, the
“Operating Partnership Agreements”);


WHEREAS, in connection with the Original
Agreement, the Partnership (i) issued limited partnership units of the
Partnership (“LP Units”) to Buckeye Pipe Line Services Company, a Pennsylvania
corporation (the “Company”), whose shares of capital stock are owned by the
Buckeye Pipe Line Services Company Employee Stock Ownership Plan Trust
(referred to herein as the “ESOP”) in exchange for shares of Glenmoor stock
(the “Exchange Shares”), and (ii) contributed an undivided interest in the Exchange
Shares to the Operating Partnerships as of the date of the Original Agreement;


WHEREAS, the Operating Partnerships
transferred and assigned the Exchange Shares to the Former GP as of the date of
the Original Agreement in exchange for the release of certain obligations that
the Partnership had to BMC (as the former general partner of the Partnership)
and the Former GP, and the Operating Partnerships had to the Former GP;
Glenmoor and BMC caused the Former GP to receive the Exchange Shares and to
release such obligations of the















 


Partnership and the Operating Partnerships; and the Exchange Shares
were further transferred by the Former GP to BMC and by BMC to Glenmoor;


 


WHEREAS, the General Partner was
the general partner of the Operating Partnerships, and pursuant to an Amended
& Restated Contribution, Conveyance and Assumption Agreement dated August 9, 2006, assigned its general
partner interests in the Operating Partnerships and all its right, title and
interest in the Prior Agreement, to the extent relating to the role of general
partner of the Operating Partnerships, to the OLP GP (the “Assignment
Agreement”); and


WHEREAS, the parties to the
Prior Agreement desire to amend and restate the Prior Agreement in its entirety
to reflect the organizational changes recited above.


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


ARTICLE
I

THE EXCHANGE


Upon the terms and subject to the conditions of this
Agreement, the Operating Partnerships have transferred and assigned the
Exchange Shares to the Former GP in exchange for the release of certain
obligations of the Partnership to BMC (as the former general partner of the
Partnership) and the Former GP, and of the Operating Partnerships to the Former
GP, as set forth in Article II below.


ARTICLE
II

RELEASE OF OBLIGATIONS


2.01                           Obligations
to Reimburse for Executive Compensation. 
(a) Upon the terms and subject to the conditions of this Agreement, the
General Partner and the OLP GP, for themselves and their affiliates, successors
and assigns, hereby and irrevocably release, relinquishe and discharge the
Partnership and the Operating Partnerships from any and all liability,
obligation, claim, demand, action or suit of any kind or nature, in law or in
equity, whatsoever, known or unknown, which may be asserted for or on account
of or arising out of or in any manner relating to the Partnership’s and/or the
Operating Partnerships’ obligations pursuant to Section 7.4(b) of the
Master Partnership Agreement and the Operating Partnership Agreements or
otherwise to reimburse the General Partner, the OLP GP or their affiliates for
total compensation, including all benefits, paid for the four highest salaried
officers performing duties for the General Partner with respect to the
functions of operations, finance, legal, marketing and business development,
treasury, or performing the function of President of the General Partner
following the date of the Original Agreement. 
Nothing in this Section 2.01(a) shall be deemed to waive the obligations
of the Partnership and the Operating Partnerships to reimburse the General
Partner and the OLP GP for (i) employee fringe benefits and retirement benefits
for their executives relating to services performed prior to the date of the
Original Agreement, (ii) obligations under severance agreements with their
executives to the extent currently reimbursable under the Master Partnership
Agreement or (iii) any obligations in respect of their executives which are not
related to compensation, including, without limitation, indemnification
obligations.


(b)                                 Holdco,
the General Partner and the OLP GP agree, unless the General Partner is removed
as general partner of the Partnership, to perform the executive level functions



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referred to in Section 2.01(a) for the benefit of the Partnership and
the Operating Partnerships in a manner satisfactory to the board of directors
of the General Partner.


 


2.02                           ESOP
Obligations Generally.  As of
December 15, 2004, Holdco acknowledges that it has received all
reimbursements due to it from the Partnership and the Operating Partnerships
pursuant to the terms of the Prior Agreement in respect of (i) cash
contributions made or to be made by the Company to the ESOP pursuant to the
terms of the ESOP trust agreement, as necessary for the ESOP to make all
payments of principal, interest and premium due under the Note Agreement, dated
as of May 4, 2004, among the ESOP, The Prudential Insurance Company of America,
Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey
(the “Note Agreement”), (ii) cash deposits made or to be made by the Company
pursuant to an obligation to maintain a minimum value of collateral pledged to
secure the obligations of the ESOP or the Company in respect of the Note
Agreement, (iii) income taxes incurred by the Company on the sale of LP Units
made to satisfy the redemption obligations described in Section 2.03
below, and (iv) routine administrative charges and expenses common to employee
stock ownership plans incurred in connection with the operation of the
ESOP.  Each of Holdco, the General
Partner and the OLP GP hereby release, relinquish and discharge the Partnership
and the Operating Partnerships from any and all further liability, obligation,
claim, demand, action or suit of any kind or nature, in law or in equity,
whatsoever, known or unknown, which may be asserted for or on account of or
arising out of or in any manner relating to the foregoing obligations under the
Prior Agreement.


2.03                           No
ESOP Contributions for Departing Employees. 
Holdco, the General Partner and the OLP GP acknowledge that neither the
Partnership nor the Operating Partnerships shall be obligated to reimburse
Holdco, the General Partner or the OLP GP for obligations to redeem the ESOP
accounts of departing employees upon the termination of their employment with
the Company, or for any other costs or expenses of or relating to the operation
of the ESOP other than those specified in Section 2.02(a) above.


2.04                           Representations
and Warranties.  Holdco, the General
Partner and the OLP GP hereby represent and warrant to the Partnership and the
Operating Partnerships, as of the date of the Original Agreement, that (a)
neither the Company nor any entity treated as a single employer with the
Company under Sections 414(b), 414(c), 414(m), or 414(o) of the Internal
Revenue Code of 1986, as amended (the “Code”), or Section 4001(b) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), has
incurred any liability under any provision of ERISA or other applicable law
relating to the ESOP; (b) the ESOP has been administered, in all material
respects, in compliance with its terms and complies, both in form and
operation, with the applicable provisions of ERISA (including, without
limitation, the funding and prohibited transactions provisions thereof), the
Code and other applicable laws; and (c) the ESOP has been determined by the
Internal Revenue Service to be qualified within the meaning of Section 401 of
the Code, and none of Holdco, the General Partner or the OLP GP is aware of any
fact or circumstances which would adversely affect the qualified status of the
ESOP.


ARTICLE
III

AGREEMENT TO ACT AS GENERAL PARTNER


3.01                           Failure
to Act as General Partner Over the ESOP Period.  Except to the extent this obligation is
assumed by a successor general partner(s) pursuant to Section 3.02, the General
Partner and the OLP GP shall continue to serve as the general partner of the
Partnership and the



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Operating Partnerships, respectively, until all principal, interest and
premium is paid in full under the Note Agreement and under any agreements or
instruments replacing the Note Agreements have been repaid, unless the
Partnership shall be sooner dissolved under Section 14.1(d) of the Master
Partnership Agreement.  Each Party hereto
hereby (i) consents to the transactions set forth in the Assignment Agreement,
including the assignment of all general partner interests in the Operating
Partnerships by the General Partner to the OLP GP, and (ii) agrees that the
consummation of such transactions did not violate any provision of the Prior
Agreement.


3.02                           Assumption
of Obligations by a Successor General Partner.  If the General Partner or the OLP GP is
removed as general partner of the Partnership or one or more of the Operating
Partnerships, respectively, during the ESOP Period (but not if the General
Partner or the OLP GP voluntarily withdraws as general partner) pursuant to
Section 13.1(b) of the Master Partnership Agreement, or if the General Partner
or the OLP GP transfers its general partner interests in the Partnership or the
Operating Partnerships pursuant to Section 11.1 of the Master Partnership
Agreement, the General Partner or the OLP GP may cause the successor general
partner of the Partnership and the Operating Partnerships, respectively, to
assume its respective obligations, liabilities and duties under this Agreement.


ARTICLE
IV

GENERAL PROVISIONS


4.01                           Entire
Agreement.  This Agreement supersedes
all prior discussions and agreements among the parties hereto with respect to
the subject matter hereof and contains the sole and entire agreement among the
parties hereto with respect to the subject matter hereof.


4.02                           Headings.  The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.


4.03                           Waiver
and Amendment.  No failure by any
party to insist upon the strict performance of any covenant, duty, agreement or
condition of this Agreement or to exercise any right or remedy consequent upon
a breach thereof shall constitute a waiver of any such breach or of any other
covenant, duty, agreement or condition. Any amendment to this Agreement shall
be effective only if in a writing signed by each of the parties hereto.


4.04                           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.


4.05                           Governing
Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware
applicable to a contract executed and performed in such State, without giving
effect to the conflicts of laws principles thereof.


4.06                           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.


[signatures follow on next page]



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IN WITNESS WHEREOF, each
party hereto has caused this Agreement amending and restating the Prior
Agreement to be signed by its officer duly authorized as of the date first
above written.


	
  

  	
  MAINLINE SUB LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Wallace

  	
   

  
	
   

  	
  Name: Robert B. Wallace

  
	
   

  	
  Title: Senior Vice President,
  Finance,

  
	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  BUCKEYE GP LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Robert B.
  Wallace

  	
   

  
	
   

  	
  Name: Robert B. Wallace

  
	
   

  	
  Title: Senior Vice President,
  Finance,

  
	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  MAINLINE L.P.

  
	
   

  	
   

  
	
   

  	
  By: MAINLINE GP, INC.,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior Vice President,
  Administration,

  General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
  BUCKEYE PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: BUCKEYE GP LLC,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior Vice President,
  Administration,

  General Counsel and Secretary

  
					



 


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[Fourth Amended and
Restated Exchange Agreement]









 



 


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  BUCKEYE PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  
	
   

  	
  By: MAINLINE L.P.,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By: MAINLINE GP, INC.,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior Vice President,
  Administration,

  General Counsel and Secretary

  



 


	
  

  	
  LAUREL PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  
	
   

  	
  By: MAINLINE L.P.,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By: MAINLINE GP, INC.,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior Vice President,
  Administration,

  General Counsel and Secretary

  



 


	
  

  	
  EVERGLADES PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  
	
   

  	
  By: MAINLINE L.P.,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By: MAINLINE GP, INC.,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Stephen
  C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior Vice President,
  Administration,

  General Counsel and Secretary

  



 


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  BUCKEYE PIPE LINE HOLDINGS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: MAINLINE L.P.,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By: MAINLINE GP, INC.,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  	
   

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: Senior Vice President,
  Administration,

  General Counsel and Secretary