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 3.2
BINDING EFFECT; BENEFIT OF
AGREEMENT; ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
ABSENT THE WRITTEN CONSENT OF EACH PARTY HERETO AND, THIS AGREEMENT MAY NOT BE
ASSIGNED BY EITHER PARTY.
NOTWITHSTANDING THE FOREGOING, THE GENERAL PARTNER
MAY ASSIGN THIS AGREEMENT, AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY, TO
(I) AN ENTITY WHICH, DIRECTLY OR INDIRECTLY, WHOLLY OWNS OR IS WHOLLY OWNED BY
THE GENERAL PARTNER, (II) ANY ENTITY WHOLLY OWNED BY ANY ENTITY WHICH WHOLLY
OWNS THE GENERAL PARTNER OR (III) A TRANSFEREE OF THE GP UNITS UNDER SECTION
11.1 OF THE PARTNERSHIP AGREEMENT; PROVIDED THAT, ANY SUCH TRANSFEREE MUST BE
ADMITTED TO THE PARTNERSHIP AS AN ADDITIONAL OR SUCCESSOR GENERAL PARTNER OF THE
PARTNERSHIP.
FOR SO LONG AS THE EXECUTIVE EMPLOYMENT AGREEMENT, DATED AS OF
DECEMBER 15, 2004, BETWEEN THE GENERAL PARTNER, HOLDCO AND BUCKEYE PIPE LINE
SERVICES COMPANY IS IN EFFECT, THE GENERAL PARTNER MAY NOT ASSIGN THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE TRUSTEE OF THE ESOP, WHICH CONSENT WILL
NOT BE UNREASONABLY WITHHELD.
SECTION 3.3
INTEGRATION.
THIS AGREEMENT,
TOGETHER WITH THE PARTNERSHIP AGREEMENT, CONSTITUTES THE ENTIRE AGREEMENT AMONG
THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS PERTAINING THERETO.
THIS AGREEMENT SHALL
CONSTITUTE A SUPPLEMENT TO THE PARTNERSHIP AGREEMENT.
SECTION 3.4
COUNTERPARTS.
THIS AGREEMENT
MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AGREEMENT BINDING ON THE PARTIES HERETO.
SECTION 3.5
APPLICABLE LAW.
THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE.
SECTION 3.6
AMENDMENT.
THIS AGREEMENT MAY
BE AMENDED ONLY AFTER COMPLYING WITH SECTION 17.2(A) OF THE PARTNERSHIP
AGREEMENT.
4
IN WITNESS WHEREOF, this Fifth Amended and Restated Incentive Compensation
Agreement has been duly executed by the parties hereto as of the date first
above written.
BUCKEYE GP LLC
By:
/s/ Robert B. Wallace
Name:
Robert B. Wallace
Title:
Senior Vice President,
Finance and Chief Financial Officer
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 and Secretary
[Fifth Amended and Restated Incentive Compensation Agreement]